Alpha Bank consolidates its holding of Alpha Investments valued at Euro 292. 4 million in an all share merger, proposing an exchange ratio of 5.3 Alpha Investment shares for one Alpha Bank share ‘I am pleased to announce the merger of Alpha Bank and Alpha Investments. When Alpha Investments was founded in 1983, Greece's financial markets were highly regulated and, as an independent portfolio investment company, it provided one of the few opportunities for Greek investors to diversify their portfolios. Now, as the Greek market has been liberalized, we believe the time has come to merge the two companies. This makes excellent sense on both an operational and a financial basis and will achieve significant synergies and tax efficiencies for the Group'.

Mr Yannis S. Costopoulos, Chairman and Managing Director of Alpha Bank

Alpha Bank SA, Greece's second largest bank and Alpha Investments, its 38 per cent owned portfolio investment subsidiary, today announce their intention to merge. The exchange ratio for the all-share merger will be 1 Alpha Bank share for 5.3 Alpha Investment shares, representing a premium of 6.3 per cent over the Alpha Investments closing share price of June 4, 2003 and corresponding to three fourths of the discount.

The proposed merger, inter alia, will: 1) offer Alpha Investment shareholders a premium of 6,3 per cent over the Alpha Investments` closing share price of June 4, 2003, and allow them to benefit, as shareholders in Alpha Bank, from improved liquidity and from Alpha Bank's consistently attractive dividend yield;

2) have a neutral effect on Alpha Bank's earnings per share as the tax benefits and the elimination of the minority interests offset the potentially dilutive effect of the increased shares outstanding;

3) reduce the Alpha Bank's 2003 and 2004 income tax rate by approximately 5 percentage points, as a result of Greek market merger incentives; further savings of Euro 1.8 million in capital taxes will also be realized;

4) enhance the capital base of Alpha Bank, as minorities are consolidated into Alpha Bank's shareholder equity; the transaction is expected to improve Alpha Bank's capital adequacy ratio by 0.6 percentage points;

The completion of the merger is expected before year end and is subject to regulatory and legal approval, including approval of both companies' General Assemblies and the provision of a fairness opinion from independent auditors, regarding the proposed exchange ratio.

Upon completion of the merger and the elimination of all cross holdings between the two companies, 9,637,104 new Alpha Bank shares will be issued increasing the total number of Alpha Bank shares outstanding to 194,808,664.

The balance sheet merger date is June 6, 2003.
Commenting on the merger, Mr George Provopoulos, Chairman and Managing Director of Alpha Investments, said:

‘Alpha Investments has been a very successful independent venture, but the rationale for our independence has passed with market deregulation. We have worked closely with Alpha Bank in the past and believe there are real opportunities to create significantly more value for our shareholders through this merger.'