In accordance with the Capital Markets Commission Regulation No. 809/2006 by the European Committee dated April 29th, 2004 and Law N. 3401/2005, the bank hereby announces that by November 9th, 2006 the Prospectus pursuant to article 4 of Law 3401/2005 is available to the public. The Prospectus refers to the share capital increase of the bank due to the merger by absorption of Omega Bank S.A. and Proton Securities S.A. which has been approved by the General Meetings of the three companies on September 9th, 2006. The Board of Directors of the Hellenic Capital Markets Commission was informed of the contents of the Prospectus during its meeting on November 8th, 2006. Based on the valuations which were approved by the General Meetings of the merging companies, the exchange ratios for the shareholders of Proton Bank S.A., Omega Bank S.A. and Proton Securities S.A. are as follows:
a. Shareholders of the absorbing Proton (Investment) Bank S.A. will retain the same number of common registered shares, with voting rights, as prior to the merger, i.e. 45.135.892 shares at the same nominal value of euro 4,49 per share.
b. Each shareholder of Omega Bank S.A. will exchange one common share with voting rights,of nominal value euro 4,04 with 0,90 new common registered shares with voting rights of the Absorbing company, of nominal value euro 4,49 per share, each share being issued after the merger.
c. With respect to the absorption of Proton Securities S.A. by Proton (Investment) Bank S.A., given that the Bank owns the total number of shares of the absorbed company and in accordance to article 78 of Law 2190/1920, new shares will not be issued and the share capital will not be increased by the amount of the share capital of Proton Securities S.A.
Possible indisposed fractional residue which shall accrue will not offer the right to receive fractional shares but may be settled by the Board of Directors of the Bank as authorized by the General Meeting of September 7th, 2006.
In total, 17.547.930 new shares will be issued at the nominal value of euro 4,49 per share.
The expected timetable of the deed in question is as follows:
Sept. 9th, 2006 Extraordinary General Meeting of the shareholders of Proton (Investment) Bank S.A., which approved the Draft Merger Contract.
Sept. 9th, 2006 Extraordinary General Meeting of the shareholders of Omega Bank S.A., which approved the Draft Merger Contract.
Sept. 9th, 2006 Extraordinary General Meeting of the shareholders of Proton Securities S.A., which approved the Draft Merger Contract.
Sept. 29th, 2006 Registration of the Merger in the Register of the Societes Anonymes.
Nov. 9th, 2006 Expected approval by the BoD of the Athens Exchange for the admission to trading the new shares.
Nov. 14th, 2006 Expected date where the new shares will commence trading.
The new shares which result from the merger are subject to an application for listing and trading in the Athens Exchange. In order for the listing and trading of the new shares in the ATHEX to be completed, the ATHEX Board of Directors must approve the relevant application of the Bank.
The document will be published today, Thursday, November 9, 2006 in electronic format in the website of the Athens Exchange www.athex.gr as well as in the bank''''s website, www.protonbank.com.