PROTON INVESTMENT BANK S.A. (hereinafter referred to as "PROTON BANK") hereby announces in accordance with the provisions of law 3340/2005 article 10 and Capital Markets Commission rule 3/347/12.07.2005 article 2 and following its earlier notification of 27.01.2006 concerning the commencement of merger procedures, that in its meeting of 22.06.2006, the Board of Directors approved the Draft Merger Contract with a) OMEGA BANK S.A. (hereinafter referred to as "OMEGA BANK") and b) PROTON SECURITIES S.A. (hereinafter referred to as "PROTON SECURITIES", whereas PROTON SECURITIES and OMEGA BANK will be jointly hereinafter referred to as the "Companies under Absorption" and the Companies under Absorption together with PROTON BANK will be jointly mentioned hereinafter as the "Merging Companies"), with the absorption of the Companies under Absorption by PROTON BANK, in accordance with the provisions of: a) for the companies PROTON BANK and OMEGA BANK law 2190/1920 article 68, law 2515/1997 article 16 and law 2166/1993 articles 1-5, as in force; and b) for the companies PROTON ΒΑΝΚ and PROTON SECURITIES law 2190/1920 articles 68 and 78, law 2515/1997 article 16 and law 2166/1993 articles 1-5 (hereinafter referred to as the "Merger"). The Board of Directors also approved in the same meeting the Explanatory Report to the General Meeting, in accordance to the provisions of law 2190/1920 article 69. The final decision on the Merger will be taken by the General Meetings of the Merging Companies, according to the provisions of law 2190/1920 article 72, as in force. The main terms of the Draft Merger Contract, which has been signed by the representatives of the Merging Companies, are the following:
1. The relative valuation between PROTON ΒΑΝΚ and OMEGA BANK has been set at 2,57214907969202 : 1.
2. Following the Merger, the share capital of PROTON BANK amounting to 202,660,155.08 Euros will increase by: a) the amount of the share capital contributed by OMEGA, which is 78,770,708 Euros, and b) by the amount 19,497.70 Euros through capitalisation of reserves, in order to maintain the share exchange ratio described below and the rounding of the nominal value. Following the Merger therefore, the share capital of PROTON will amount to 281,450,360.78 Euros, divided into 62,683,822 common shares with voting rights at a nominal value of 4.49 Euros each. In relation to the absorption of PROTON SECURITIES by PROTON BANK, PROTON BANK will not, in accordance to article 78 of law 2190/1920, issue new shares and increase its share capital by the amount of the share capital of PROTON SECURITIES, due to the fact that it holds the total of the shares of PROTON SECURITIES.
3. The relative participation of the shareholders of the Merging Companies in the share capital of PROTON ΒΑΝΚ, following the completion of the Merger will be 72.01% (45,135,892 shares) for the shareholders of PROTON ΒΑΝΚ and 27.99% (17,547,930 shares) for the shareholders of OMEGA BANK.
4.The Board of Directors of the Merging Companies deemed the following exchange ratio as fair and reasonable: For the shareholders of OMEGA BANK: 17.547.930/19.497.700 or 0,90/1, i.e. every shareholder of OMEGA BANK will exchange one common registered share with voting right of a nominal value of 4.04 Euros each which he holds in OMEGA BANK with 0.90 new common registered shares with voting rights of PROTON ΒΑΝΚ of a nominal value of 4.49 each, i.e. in total 19.497.700 Χ 0,90 = 17,547.930 new shares will be issued of a nominal value of 4.49 Euros each, which the shareholders of OMEGA BANK will receive. For the shareholders of PROTON BANK: The shareholders of PROTON ΒΑΝΚ will maintain the same as per prior the Merger number of common registered shares with voting rights, i.e. 45.135.892 shares, of same nominal value of 4.49 Euros each. Any fraction rights which will result will not provide right on fraction shares, but may be addressed, as this will be resolved in particular by the General Meeting or the Board of Directors of the PROTON ΒΑΝΚ, by virtue of authorization by the General Meeting.
5. After the date of completion of the Merger, the new shares that will be delivered to the shareholders of OMEGA BANK will provide to the shareholders of OMEGA BANK full right of participation to the profits of PROTON ΒΑΝΚ for the financial year 2006 and afterwards. After the compliance with the provisions of publication of article 69 par. 3 of law 2190/1920, a summary of the Draft Merger Contract will be published in a daily financial newspaper.