Corporate Announcements

Announcement (Initiation of merger) (22/06/11)

The Boards of Directors of ΤΤ Hellenic Postbank S.A. (hereinafter “HELLENIC POSTBANK”) and T BANK S.A. (hereinafter “TBANK”), at their meetings on the 22nd of June 2011, decided to initiate the merger between the two Banks.

The merger will take place by the absorption of TBANK by HELLENIC POSTBANK, by consolidating the assets and liabilities of the two Banks, pursuant to the provisions of article 16 of Law 2515/1997, articles 1-5 of Law 2166/1993 and article 69 etc, of codified Law 2190/1920.

The merger balance sheet common reference date is set as March 31st, 2011.

For the purposes of the upcoming merger (rounding) before the approval of the merger, there will be an increase of the nominal value of the share of HELLENIC POSTBANK from € 3,70 to € 3,88, via a capitalization of existing reserves.

The proposed exchange ratio of the old TBANK shares (before the merger) with the new shares of the HELENIC POSTBANK (after the merger) is the following:

• fifty (50) existing shares of TBANK for one (1) new common share of HELLENIC POSTBANK.

There will be no change in the number of shares of the HELLENIC POSTBANK, which currently holds each of the existing shareholders of that.

The Management of HELLENIC POSTBANK will have, in accordance with Article 16, paragraph 5, of Law 2515/1997 and Article 4.1.4.1.3 (6) of the ATHEX Regulation, a recognized auditing firm, to state the book value of both banks and their opinion on the fairness and reasonability of the proposed exchange ratio.

Completion of the merger is subject to the required approvals of the Boards of Directors and of the General Meetings of the Banks, which will be called upon to decide subsequently to the opinion of independent audit firms on the fairness of the share exchange ratio. Furthermore, completion of the merger is subject to the approval of all relevant supervisory authorities.


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