Emporiki Bank of Greece, the shares whereof are listed and traded on the Athens Exchange, hereby announces that, in connection with the on-going merger of Hermes Mutual Funds by way of absorption of Emporiki Asset Management (both being subsidiaries of Emporiki Bank), the Board of Directors of the merging companies have approved and signed the Merger Agreement Draft, which is as follows:
1. Hermes Mutual Funds ("Hermes") shall merge by way of absorption Emporiki Asset Management ("Asset Management"), on the basis of the transformation balance sheet of Asset Management dated 28.02.2006, in accordance with arts. 68 par. 2, 69-70 and 72-77 of codified law 2190/1920 in conjunction with arts. 1-5 of law 2166/1933.
2. The two companies shall merge by way of consolidation of their asset and liabilities, as of the date of completion of the merger, whereupon the assets and liabilities of Asset Management shall be transferred to the balance sheet of Hermes. Upon merger completion, Asset Management shall dissolve, without liquidation or interruption of on-going court proceedings, and its shares shall be cancelled, in addition to its assets being transferred to Hermes, which shall henceforth be substituted, by way of quasi universal succession, into all rights, claims and liabilities of Asset Management.
3. According the above-mentioned provisions, the share capital of Hermes, in the amount of euro 150,000, shall increase, upon merger completion, by the Asset Management share capital, in the sum of euro 6,000,000, and shall amount to euro 6,150,000, divided into 1,230.000, common registered voting shares, each of a par value equal to 5 Euros.
4. On the basis of the internationally accepted valuation methods: a) discounted cash flows, b) net Assets, c) comparable transactions, and d) market indices, the value exchange ratio between Hermes and Asset Management has been set at 4,935/1.
5. Having regard to the foregoing, the following has been agreed as a true and fair share exchange ratio between the shares of Hermes and Asset Management:
I) For the shareholders of Asset Management:
Shares of Asset Management they hold to Hermes shares they are entitled to acquire: 100,000 to 207,245.2 or 2.072452 to 1, i.e. the Asset Management shareholders shall exchange 1 common, registered, voting share, each of a par value equal to euro 60, to 2.072452 common, registered, voting, shares of Hermes, each of a par value equal to euro 5 each.
II) For the shareholders of Hermes:
Shares of Hermes they possess to Hermes shares they are entitled to acquire: 50,000 to 1,022,754.80 or 1 to 20.455097, i.e. for each 1 common registered voting share of a par value equal to euro 3 they hold, they shall be entitled to receive 20.455097 common registered voting shares of Hermes, each of a new par value equal to euro 5.
6. The shareholders of the merging companies shall receive the Hermes shares within a period of 4 weeks as of the lawful completion of the merger, on the basis of the relevant register and under formalities tobe set, which, in the case of Asset Management shareholders, shall include the delivery to, and destruction by, Hermes of their Asset management shares.
7. The Asset Management shareholders shall be entitled to participate in the profit distribution of Hermes with respect to financial year 2006 and onward.
8. All transactions to take place after 28 February 2006 shall be on Hermes behalf and the relevant amounts shall be transferred, by a single entry, into Hermes books upon registration of the merger approval decision into the Societes Anonymes Register.
9. There are no Asset Management shareholders holding special rights or privileges (except for those set out in the Articles of Association), nor holders of other securities.
10. No special privileges are provided in the Articles of Association or decisions of their General Meetings in respect of board members and chartered accountants of the merging companies, nor are granted under this merger.
The decisions of the merging companies, together with the final (notarized) Merger Agreement and the merger approval decision, shall be submitted to the publicity requirements of art. 7b of law 2190/1920. The merging companies have agreed on the terms of the Merger Agreement, which is conditional upon the receipt of the necessary approvals and licenses, and upon compliance with the requisite formalities.