PROTON BANK S.A. (hereafter the 'Bank') hereby announces, in compliance with the provisions of article 10 of L. 3340/2005, in combination with the provisions of article 2 of the Decision of the Board of Directors of the Hellenic Capital Markets Commission, and as per L. 3556/2007 (article 3(vi), (bb) and article 21) in combination with article 11 of the 1/434/03.07.2007
Decision of the Board of Directors of the Hellenic Capital Markets Commission, and following its earlier notification of November the 17th, 2007 concerning the commencement of merger procedures of its 100% subsidiary company PROTON FINANCE, by absorption of the later by the Bank, that on November the 23rd 2007, it registered the Draft Merger Agreement in the Societes Anonymes Register, the disclosure formalities specified in Law 2190/1920, article 69, par. 3, have been completed and the summary of Draft Merger Agreement is published today, November the 30th, 2007 according to article 70 par.1 of L. 2190/1920, at the daily financial newspaper 'KERDOS', as attached below. SUMMARY OF A DRAFT MERGER AGREEMENT BETWEEN 'PROTON BANK S.A.' AND 'PROTON SOCIETE ANONYME PROVISION OF FINANCIAL ADVICE, TECHNOLOGY AND INFORMATION SYSTEMS'
According to the provisions of Law 2190/1920, article 70, paragraph 1, the Boards of Directors of (i) the banking societe anonyme under the trade name "PROTON BANK S.A." and the distinctive title "PROTON BANK" (hereafter "PROTON BANK S.A."), having its registered offices in Athens (20 Amaliados & Eslin St.), Registration No. 49841/06/Β/01/31, and (ii) the societe anonyme under the firm name "PROTON SOCIETE ANONYME PROVISION OF FINANCIAL ADVICE, TECHNOLOGY AND INFORMATION SYSTEMS" and the distinctive title "PROTON FINANCE" (hereafter "PROTON FINANCE S.A.", having its registered offices in Athens (20 Amaliados & Eslin St.), Registration No. 31669/01/Β/94/379, hereby announce the following summary of the draft merger agreement dated 05.11.2007 (hereafter, the "Draft Merger Agreement"). The conditions of the Draft Merger Agreement are summarized as follows:
1. The banking societe anonyme PROTON BANK S.A. ("the Absorbing Company") and the societe anonyme PROTON FINANCE S.A. ("the Absorbed Company" and, jointly with the Absorbing Company, "the Merging Companies" and, each of them separately, "the Merging Company") are merged by absorption of the Absorbed Company by the Absorbing Company, by virtue of the provisions of Law 2190/1920, article 78 & 69-77, as applicable, in combination with the provisions of Law 2515/1997, article 16, and Law 2166/1993, Articles 1- 5, as applicable, through the consolidation of the Absorbed Company's assets and liabilities with those of the Absorbing Company. The final resolution on such merger shall be adopted by the Boards of the Merging Companies in accordance with the provisions of Law 2190/1920, article 78, par.2, as applicable. The merger of the Merging Companies (hereafter, "the Merger") shall be effected in accordance with the said provisions and through the consolidation of the Absorbed Company's assets and liabilities with those of the Absorbing Company, as such assets and liabilities are shown in the corresponding regulatory transformation balance sheets as at 30 September 2007.
2. The procedure shall be finalized and the Merger shall be considered to have been effected, according to the provisions of Law 2190/1920, article 74, par. 1 and article 75, par. 1, as applicable, upon registration in the Societes Anonymes Register of the approval decision by the relevant authority on the Merger of the Merging Companies. The resolutions of the Boards of the Merging Companies, the final Merger Agreement which shall take the form of a notarial deed and the approval decision on the Merger sh all be subject to the disclosure requirements stipulated in Law 2190/1920, article 7b, as applicable, for each of the Merging Companies.
3. Upon completion of the Merger, the Absorbing Company shall de jure, fully and without any further formality replace the Absorbed Company in the latter's rights, legal relationships and obligations and such transfer shall be equal to global succession, while any court trials of the Absorbed Company shall be resumed by the Absorbing Company without any further formality, without the Merger resulting in an enforced interruption of such trials and without any statement being required for their repetition. The Absorbed Company shall cease to exist without such termination being followed by a liquidation.
4. The share capital of the Absorbing Company, currently rising to two hundred and eighty-one million four hundred and fifty thousand three hundred and sixty Euros and seventy-eight cents (281.450.360,78), shall remain unchanged and the Absorbing Company shall not be required to issue any new shares, given that such claim is dissolved due to confusion since it holds 100% of the Absorbed Company's shares and the acquisition value of such shares rises to three hundred and sixty-one thousand six hundred and f orty-seven Euros and thirty-five cents (361,647.35), i.e. it is higher than the Absorbed Company's share capital. The Absorbed Company's shares shall be cancelled upon completion of the Merger since they shall upon that time have no value, while a special cancellation record shall be prepared by the Absorbing Company's Board of Directors for this purpose.
5. All dealings carried out by the Absorbed Companies after 30.09.2007, the date on which the Merging Companies' transformation balance sheets were prepared according to Law 2166/1993, article 2, par. 6, as applicable, i.e. from 01.10.2007 until the completion date of the Merging Companies' Merger, shall be considered as being carried out on behalf of the Absorbing Company, while the relevant amounts shall be transferred to the Absorbing Company's books though a collective entry as of the registration of t he Merger approval decision in the Societes Anonymes Register.
6. There are no shareholders of the Merging Companies having special rights or privileges, nor any owners of instruments other than shares. Also, there are no special privileges or advantages in favour of Board members and ordinary auditors of the Merging Companies, while no such privileges or advantages are provided for by the Merging Companies' Articles of Incorporation or by decisions of their General Meetings, or by the Merger.
7. The Merging Companies shall comply with all provisions and formal requirements of applicable laws.
8. The Draft Merger Agreement, prepared upon agreement between the Merging Companies' Board of Directors, is subject to approval of the Merger by such Boards of Directors in accordance with the provisions of Law 2190/1920, article 72, par. 2, and the obtaining of such permits and approvals by other relevant authorities as required according to the law.
9. The documents specified in Law 2190/1920, article 73, par. 1, items a, b and c, shall be available to all shareholders of the Merging Companies at least one month before the merger deed is put into effect. The disclosure formalities specified in Law 2190/1920, article 69, par. 3, have been completed.