PROTON INVESTMENT BANK S.A. (henceforth "PROTON") announces that, the Board of Directors of "PROTON", during its session on 26 January 2006, took the following resolutions:

1. To initiate the procedures regarding the merger of PROTON with the company OMEGA BANK S.A.(henceforth "OMEGA" and jointly with PROTON "The Banks") and the securities company PROTON SECURITIES-INVESTMENT CO. S.A., through the joint and simultaneous absorption of OMEGA and PROTON SECURITIES-INVESTMENT CO. S.A. from PROTON.
2. To set the date of the reformation balance-sheet for the purposes of the aforesaid merger for 31st March 2006.
3. To assign to an international audit House the carrying out of an audit, in order to determine the book value of the assets of the "Banks", to review the merger agreement draft and to determine the fairness of the shares' exchange ratio.
4. To grant authorization to its Members for the continuation of negotiations with OMEGA with a view to draw up the relevant merger agreement draft, the special Board of Directors' Report as well as any other legal act required for the realization of the Merger.

In addition, the Banks have determined the following shares' exchange ratio: 1 share of OMEGA for 0.90 share of PROTON, according to the shares' exchange ratio between PROTON and OMEGA : 2,572:1.

Furthermore, the Banks agreed that only shareholders of PROTON (prior to the merger) will be entitled to receive a dividend from the profits of PROTON generated for the fiscal year ended on 31.12.2005. In addition, PROTON will carry out a special due diligence report for OMEGA and its subsidiary companies, the findings of which will be notified to the auditing firms that will eventually state their opinion on the proposed shares' exchange ratio and will be taken into consideration during the drawing up of their relevant reports.

It is noted that the aforesaid merger is subject to the approval of: a) The Bank of Greece, b) the Shareholders' General Meetings of PROTON and OMEGA and the competent body of PROTON SECURITIES-INVESTMENT CO. S.A., c) the Ministry of Development and d) the Competition Committee, if necessary. Finally, subject to the aforementioned approvals, it is estimated that the merger will be completed by the end of September 2006.

All the above information is included in a Memorandum that PROTON and OMEGA have signed respectively, following its approval by the Board of Directors of the two banks.