Report of the Directors 2004 FINAL 2 - Bourse eurobank ergasias s.a. report of the board of directors on the financial statements for the year 2004 page 1 of 7 ... of efg eurobank

EFG EUROBANK ERGASIAS S.A. REPORT OF THE BOARD OF DIRECTORS ON THE FINANCIAL STATEMENTS

FOR THE YEAR 2004

Page 1 of 7

REPORT OF THE BOARD OF DIRECTORS

OF EFG EUROBANK ERGASIAS SA TO THE ANNUAL GENERAL MEETING OF THE SHAREHOLDERS

ON THE STAND ALONE AND CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2004

Dear Shareholders, The Board of Directors presents the annual report on the stand-alone and consolidated financial statements of EFG Eurobank Ergasias S.A. for the year ended 31.12.04. Acquisition of Intertrust Fund Management Co The bank acquired 100% of Intertrust Fund Management Co in an agreement with Novabank and Eureko, parent group of Interamerican Insurance Co. The deal was announced on June 9, 2004 and concluded on October 26, 2004. EFG AEDAK, the fund management company of the Group assumed the management of Intertrust funds in November 2004. Intertrust with approximately €1.8 billion assets under management at year-end 2003 was the fifth largest mutual fund management company in Greece, offering a variety of equity, bond and money market funds. The deal further enhanced the already top position held by EFG Eurobank Group in asset management in Greece and allows for a broader cooperation in the future between Eurobank and Interamerican in the distribution of financial products and selected insurance products both in Greece and Southeastern Europe. Funding Program RMBS In June 2004 the bank securitised €750m of Residential Mortgages through the SPV Themelion Mortgage Finance plc with an average funding cost of Euribor plus 0.19bps for seven years. The notes mature in 2036 but are callable as of 2011. Moody’s and Fitch rated the bonds in three categories with the largest pool (€693.5 mil) being rated Aaa/AAA. The issue provides long-term funding for the bank in order to support the strong lending growth and competitive product offerings. Lower Tier-II The bank issued €400 million unsecured subordinated floating rate notes through its London subsidiary EFG Hellas PLC in June 2004. The notes have a 10-year maturity


FOR THE YEAR 2004

Page 2 of 7

with a call provision after 5 years. The notes pay floating rate interest quarterly based upon a coupon of 3-month Euribor plus 0.50% for the first five years. The notes qualify as lower tier II capital for the Bank and are listed on the Luxembourg Stock Exchange. This note issue enhanced the regulatory capital base of EFG Eurobank Ergasias in anticipation of expected expansion in its operations in Greece and abroad. EMTN & ECP Additionally the bank issued medium term and short-term notes through its subsidiaries EFG Hellas PLC and EFG Hellas (Cayman Islands) Ltd. under its Euro Medium Term Note (EMTN) and Euro Commercial Paper (ECP) programs respectively. Regional expansion Participation in Banc Post SA, Romania EBRD and IFC each acquired a 7.28% stake in Romania’s Banc Post by converting debt into shares in October 2004. The transaction, combined with a $10 million capital increase approved by Banc Post’s annual general meeting of shareholders, intended to strengthen Banc Post’s position as a leading Romanian financial services provider. As a result Banc Post’s capital increased by $26 million. EFG Eurobank Ergasias concluded an agreement with the SOCIETATEA DE INVESTITII FINANCIERE MUNTENIA S.A. (SIF Muntenia) related to the purchase of shares representing the 5.13% of the share capital of Banc Post S.A. in Romania on December 21st, 2004. As a result of the above changes, the participation of the Bank in Banc Post reached 55.3%. EFG Eurobank Ergasias also signed a put and call arrangement with the EBRD and IFC with respect to their share in Banc Post, exercisable between 2006 and 2008. EFG Eurobank Ergasias holds an option to acquire shares currently owned by GE Capital that amount to 7.48%. These acquisitions are an integrated part of EFG Eurobank Ergasias regional strategy to increase its participation in its affiliates in Southeastern Europe. Participation in Post Bank (Bulgaria) In July 2004 EFG Eurobank Ergasias acquired 50% of the share capital of the Cyprus-based ALICO/CEH Balkan Holdings Ltd (ACBH) from ALICO (American Life Insurance Company), and thus now controls 100% of its share capital. Currently ACBH holds 96.74% of Bulgarian Post Bank (BPB) share capital after having acquired a 5.03% share from DSK in June 2004.


FOR THE YEAR 2004

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ALICO’s cooperation with Bulgarian Post Bank will continue in the insurance products area, since BPB will continue to offer insurance products provided by ALICO. Obtaining full control of BPB was part of EFG Eurobank Ergasias strategy to expand and further support its presence and activities in Southeastern Europe, a strategy aligned with the significant development potential in these countries. New CEOs in Banc Post SA, Romania and Post Bank (Bulgaria) Mr. George Michelis and Mr. Anthony Hassiotis were appointed as CEOs at Banc Post Romania and at Post Bank Bulgaria respectively in July 2004. The presence of new executives with significant banking experience at the top positions of the two subsidiary banks of EFG Eurobank Ergasias should contribute in strengthening the leading position of these two banks. Share capital changes On January 20, 2004, a total of 933,952 new ordinary shares with a nominal value of € 2.95 each, were listed on the Athens Stock Exchange, following the exercise of existing share options, which were issued to directors, executives and staff. As a result, the total number of shares of the Bank was raised to 315,484,837. On May 18, 2004 a total of 900,000 new ordinary shares with a nominal value of € 2.95 each, were listed on the Athens Stock Exchange. As a result, the total number of shares of the Bank was raised to 316.384.837. The shares resulted from the capitalization of retained earnings, as approved by the Annual General Meeting of the Bank’s shareholders held on April 5, 2004. The Annual General Shareholders Meeting on April 5, 2004 approved the cancellation of 6,000,000 treasury shares of a €17,700,000 total nominal value, which had already been acquired by the Bank under the buy-back program, resulting to an equivalent reduction of the share capital. Trading of the 6,000,000 shares seized on June 25, 2004 and the total number of shares was reduced to 310,384,837. The Extraordinary General Meeting (EGM) on November 29, 2004 approved the distribution of 700,000 free shares to staff. The EGM also amended the April 04, 2004 General Meeting resolution regarding stock options in order to allow for stock options on 1,550,000 shares from the 2005-2007 stock option plan to be exercised in December 2004 at an extra cost of € 0.30 per share, i.e. at €9.30 per share. In total options on


FOR THE YEAR 2004

Page 4 of 7

2,924,700 shares were exercised in December 2004 from four different personnel option plans, so the number of shares increased to 310,384,837. Review of the stand-alone financial statements of the Bank for the year ended 31.12.04 – in accordance with Greek GAAP Balance Sheet Total Assets of the Bank reached € 29,773 million at the end of 2004 versus € 26,215 million at the end of 2003, recording an increase of 13.6%. Specifically, Loans and advances to customers increased by 28.8% reaching € 19,259 million, while customer Deposits increased by 15.8% and reached € 21,253 million. Shareholders’ equity reached € 1,928 million and remains among the highest in the Greek market. Profit and Loss Account Net Interest Income in 2004 increased by 16.7% reaching € 899 million, from € 770.6 million, as a result of the loan growth and sustaining of net interest margin. Net commission income increased by 9.9% to € 144.6 million, while income from securities decreased from € 44.5 million to € 34.9 million. Finally, trading results increased from € 25.1 million to € 48.7 million. As a result, Total Operating Income increased by 16.5% reaching € 1,145.6 million compared to € 983.4 million in 2003. The effort to contain operating costs in 2004 resulted in a modest increase of general administrative expenses by 6.5% to € 436.8 million. Consequently, Net Profit before tax amounted to € 422 million recording a 27.8% increase, while Net Profit after tax reached € 315.1 million, increasing by 22.8% compared to 2003. Review of the consolidated financial statements for the year ended 31.12.04 – in accordance with Greek GAAP Balance Sheet In 2004, Total Assets of the Group increased by 13.9% reaching € 31.9 billion, from € 28 billion at the end of 2003. Specifically, loans and advances to customers increased by 29.3% at Group level (on a comparable basis, i.e. including € 692 million of securitised mortgage loans in the published figures for 2004), and 28.2% in Greece, compared to 16.4% for the local market. Household lending increased by 43% and reached € 9.8 billion, from € 6.9 billion, while lending to enterprises increased by 19.9% to € 11.9 billion, from € 9.9 billion at the end of 2003.


FOR THE YEAR 2004

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Customer Deposits of the Group recorded an annual increase of 5.2%, reaching € 18.2 billion. Total funds under management, including customer deposits, repos, mutual funds and other investment products, recorded an increase of 17.9%, standing at € 30 billion. At the end of 2004, shareholders’ equity amounted to € 1.9 billion. Profit and Loss account Consolidated Net Interest Income increased by 22.2% to € 1,038 million. The Net Interest Margin (net interest income over avg. total assets) remained above 3%, reflecting the profitable loan mix and efficient management of total assets. Eurobank’s strong position and active presence in Asset Management, Retail Banking and Capital Markets resulted in a 17% increase in Net Fee and Commission Income to € 362 million. Interest and Commission Income, which form Core Revenues, account for 94.4% of total operating income, a figure that shows the high quality of the revenues. Core revenues were 20.8% higher to € 1,400 million, while non-core income (including trading, dividend and other income) stood at € 84 million in 2004, compared to € 56 million in 2003, mainly as a result of the favorable conditions, which prevailed in the capital markets in 2004. Core Profit (core revenues less operating expenses less provisions) increased by 35.4% to € 458 million in 2004. Total Operating Income amounted to € 1,484 million, registering an annual increase of 22%, while Total Costs amounted to € 729 million, from € 664 million at the end of 2003, despite the dynamic expansion of business activities. This resulted in a Cost to Income ratio of 49.1% on a consolidated basis, a ratio that places Eurobank among the most efficiently run banks at an international level. As a result of the rise in consolidated Net Profit by 35.1% to €368m, the after tax return on average Assets (ROA) reached 1.26% in 2004, while the Return On average Equity (ROE) increased to 19.7%. The quality of the loan book also improved. Total NPL ratio fell to 2.9% at the end of December 2004, from 3.3% in 2003, whereas the organic NPL ratio declined to 2.5%, from 2.8% at the end of 2003. This was attributed to the prudent credit risk management and the strict and clearly defined policy followed by the Bank. At the same time, the capital base of Eurobank remains strong. At the end of 2004, the Total BIS Ratio stood at 10.6%, while the Tier I Ratio reached 8.8%.


FOR THE YEAR 2004

Page 6 of 7

Consolidated net profit after tax and minorities reached € 368 million at the end of 2004, recording an increase of 35.1%. This is quite a significant performance, as it follows the positive results of 2003, when net profits had increased by 39%. Proposed dividend and other distributions The Board of Directors of the Bank decided on October 22, 2004 the distribution of an interim dividend of €0.30 per share, part of the dividend for the fiscal year 2004. Based on the group’s satisfactory profitability, the directors propose to the Annual General Meeting the following: • The payment of a dividend of € 0.72 per share to shareholders. Given that € 0.30 per

share has already been distributed as interim dividend, the remaining dividend per share is € 0.42. The proposed dividend for 2004 totals € 226 million.

• The distribution of € 10.2 million bonus to the personnel of the Bank and affiliated Group companies, under any type of contractual agreement, including the members of the Board of Directors.

Directors’ responsibility The Board of Directors confirms that appropriate accounting policies have been consistently applied and that reasonable and prudent estimates have been made in the preparation of the financial statements for the year ended 31 December 2004. The Board of Directors is responsible for keeping proper accounting records and for safeguarding the assets of the Bank and of the Group. Appointment of Auditors The reappointment of PricewatrehouseCoopers SA as auditors of the company will be proposed at the forthcoming Annual General Meeting of the shareholders in accordance with Companies Act 2190/1920. Business Outlook EFG Eurobank Ergasias further enhanced its leading position in the Greek market in 2004 gaining market share in consumer finance (now reaching 30%), mortgages (12.5%), in mutual funds management (35.2%, excluding money market funds) and insurance.


FOR THE YEAR 2004

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Additionally the Group maintained its leading position in Greek equity brokerage (15%) and investment banking. Although 2005 is a post-Olympic Games year, the outlook remains positive for the Greek economy with GDP forecasted to grow in real terms above 3% compared to 1.9% for Eurozone. However inflation and public finances remain key challenges for the economic team of the new government. The Greek banking sector should grow at healthy rates above the EU average in 2005, as Greek households remain under-leveraged compared to the EU average. EFG Eurobank Ergasias also remains focused on expanding its presence in the South eastern European countries, as this region has significant economic development potential and two countries – Bulgaria and Romania – prepare for EU accession by 2007.

Amounts in Euro million2004 2003 2004 2003

ASSETS LIABILITIES1. Cash and balances with central banks 1,552 1,199 1. Due to credit institutions2. Treasury bills and similar securities eligible a. Repayable on demand 25 233

for refinancing with central banks 480 61 b. Time and notice 5,240 4,9913. Loans and advances to credit institutions 5,265 5,224

a. Repayable on demand 293 289b. Other loans and advances 321 597 2. Due to customers

614 886 a. Deposits 16,749 15,174b. Other liablilities

4. Loans and advances to customers 21,051 16,805 ba. Repayable on demand 207 162Less: Provisions for doubtful debts (553) (472) bb. Repurchase agreements (repos) 1,253 1,972

20,498 16,333 18,209 17,3085. Debt securities including fixed - income securities 3. Liabilities evidenced by paper 4,667 2,515

a. Issued by government 5,669 6,724 4. Other liabilities 730 691b. Issued by other borrowers 879 755 5. Accruals and deferred income 393 254

6,548 7,479 6. Provisions for liabilities and charges6. Shares and other variable-yield securities 393 422 a. Provisions for staff pensions and similar obligations 36 277. Participations in non-affiliated undertakings 23 46 c. Other provisions 179 707. a. Investment in associated undertakings 58 19 215 978. Participations in affiliated undertakings - -9. Intangible assets 6. A. Provisions for general banking risks 35 25

Other intangible assets 270 222 7. Subordinated notes 400 -Less: Amortisation of intangible assets (155) (121)

115 101EQUITY

10. Tangible assetsa. Land 110 69 8. Share Capital 926 931b. Buildings 537 440 9. Share premium account 505 562 Less: Depreciation (201) (140) 10. Reservesc. Furniture, electronic and other equipment 285 323 a. Statutory reserve 112 97 Less: Depreciation (193) (205) b. Extraordinary reserves 267 250d. Other tangible assets 11 11 c. Special reserves 97 52 Less: Depreciation (4) (3) 11. Fixed asset revaluation reserve 22 4e. Fixed assets under construction 12 59 12. Retained Earnings 172 123

557 554 13. Treasury shares (3) (130)13. Other assets 394 319 14. Consolidation differences (158) (96)14. Prepayments and accrued income 707 611 1,940 1,793

15. Minority interests 85 123TOTAL ASSETS 31,939 28,030 TOTAL LIABILITIES 31,939 28,030

Notes:OFF BALANCE SHEET ITEMS 2004 2003

1. Contingent liabilities from guarantees and forward contracts 37,847 24,5883. Other off balance sheet items

a. Items in custody and safekeeping 57,234 49,870b. Commitments from bilateral contracts 23,647 13,347c. Credit memo accounts 13,906 13,947TOTAL OFF BALANCE SHEET ITEMS 132,634 101,752

Amounts in Euro million2004 2003

1. Interest receivable and similar income- Interest income from fixed-income securities 282.0 339.7- Other interest and similar income 1,721.0 1,180.6

2,003.0 1,520.32. Interest payable and similar charges (965.5) (671.4)

1,037.5 848.93. Income from Securities

a. Income from shares and other variable-yield securities 8.4 8.4c. Income from shares in affiliated undertakings 5.5 4.5

13.9 12.9

4. Commissions receivable 534.7 513.25. Commissions payable (172.3) (203.1)

362.4 310.16. Net profit from financial operations 53.2 34.37. Other operating income 16.7 9.1

TOTAL OPERATING INCOME 1,483.7 1,215.38. General administrative expenses

a. Staff costs - Wages and salaries (275.8) (245.9) - Staff pension costs (66.7) (60.6) - Other charges (37.8) (31.3)b. Other administrative expenses (247.3) (213.6)

(627.6) (551.4)9. Fixed assets depreciation and valuation (98.5) (104.1)

10. Other operating expenses (2.8) (8.5)11,12. Provisions for loans and advances

and contingent liabilities and commitments (213.1) (156.6)

PROFIT ON ORDINARY ACTIVITIES 541.7 394.7

15,16,17. Extraordinary income, expenses and profit (14.9) (12.1)18. PROFIT BEFORE TAX 526.8 382.6

Analysed as follows:Minority interests 14.1 9.7GROUP PROFIT ON ORDINARY ACTIVITIES BEFORE TAX 512.7 372.9

Less: Income Tax (163.7) (107.5)Add: Deferred Income Tax 15.0 11.2Less: Differences resulting from Tax Audit 0.0 (6.9)Net Profit After Tax 378.1 279.4Minority Interest (9.9) (6.8)GROUP NET PROFIT AFTER TAX 368.2 272.6

AUDIT REPORT

EFG Eurobank Ergasias S.A.

Reg. No. 6068/06/B/86/07CONSOLIDATED BALANCE SHEET AS AT DECEMBER 31, 2004

Athens, February 24, 2005

To the Shareholders of the Bank " EFG Eurobank Ergasias S.A."


Amounts in Euro million

INCOME STATEMENT AT DECEMBER 31, 2004


1. The consolidated Financial Statements include EFG Eurobank Ergasias S.A. and the following subsidiaryundertakings, which are fully consolidated: EFG Private Bank Luxembourg S.A., EFG Telesis Finance SA.,Eurobank Cards S.A., EFG Eurobank Ergasias Leasing S.A., EFG Eurobank Properties S.A., EFG MutualFunds Co S.A.,Intertrust Mutual Funds Co S.A., EFG Insurance Services S.A., EFG Hellas P.L.C., EFGEurobank Securities S.A., EFG Factors S.A., EFG Property and Casualty Insurance S.A., Be-BusinessExchanges S.A., EFG Internet Services S.A., ELDEPA S.A., EFG Life Insurance S.A., Alico / CEH BalkanHoldings Limited, EFG Business Services S.A, OPEN 24 S.A., Autorental SA., EFG Eurobank ErgasiasInternational (C.I.) LTD, Telesis Direct S.A., EFG Eurobank Asset Management Company S.A., EFG Hellas(Cayman Islands) Limited, Bancpost S.A. (Romania), Bulgarian Retail Service AD, Hellas on Line S.A.,Bulgarian Post Bank A.D., EFG Eurobank A.D. Beograd, Berberis Investment Ltd, Eurocredit Retail Service Ltd(Cyprus), Euroline Retail Service S.A. (Romania), Euroline Retail Service A.D. (Serbia), EFG Leasing EADBulgaria, Eurobank Property Services S.A. The consolidated Financial Statements also include the followingassociated undertakings which are accounted for using the equity method: Tefin S.A. Hotel Company of AthensAirport S.A., Zenon Properties S.A., Unit Finance S.A., Global Finance S.A., Global Investment FundManagement S.A., Cardlink S.A., The Greek Progress Fund S.A., Dias S.A. 2. During 2004, and in compliancewith the Law 2065/92, fixed assets were revalued by € 23.4 million less accumulated depreciation of € 4.1million. The annual depreciation charge increased by € 0.3 million. 3. The Bank applied the InternationalFinancial Reporting Standards and has, therefore, not complied with the requirements of Company Law2190/1920, in the following cases: a) the Bank consistently calculates deferred tax, which as at 31.12.04amounted to € 62.8 million (deferred tax asset), b) Treasury Shares of € 3.0 million are deducted fromShareholders Equity whereas according to Company Law 2190/1920 these should be disclosed as a separatecategory of “Assets”, c) the Bank’s trading securities portfolio is marked to market. The valuation gave rise to amark-up of € 13.4 million which has been recognized in the Profit and Loss of 2004, whereas in 2003 it gave riseto a mark-down of € 17.1 million, d) certain figures of the 2004 Balance Sheet and the Income Statementrelating to EFG Eurobank Ergasias Leasing S.A. and Autorental S.A. have been restated to comply withInternational Financial Reporting Standards. Had this restatement not taken place, current period’s profit wouldbe lower by € 6.1 million compared to € 7.4 million lower in 2003. 4. The Bank, during 2004, proceeded with astaff voluntary exit scheme. The amount of € 3,1 million has been recorded in the 2004 financial results and theamount of € 27.6 million has been capitalized and is included in intangible assets. 5. In June 2004, the Bankproceeded with the securitisation of mortgage loans amounting to € 750 million, in accordance with Law3156/2003. 6. The Bank´s Management and its legal advisors believe that the outcome of the existing lawsuitswill not have a significant impact on the Bank’s Financial Statements. 7. In accordance with the economicactivity sector (STAKOD ’03) 88% of the EFG Eurobank Group’s revenue is classified under “Transactions ofother intermediary financial institutions” (code 651.9) and the remaining 12% under other sectors of economicactivity. 8. The fixed assets of the Bank are free of charges or encumbrances. 9. The total number ofemployees as at 31.12.2004 was 13,720.

We have audited the above Consolidated Financial Statements and the related Consolidated Attachment of the Bank “EFG Eurobank Ergasias SA” for the year ended 31 December 2004. Our audit was conducted in accordance with the provisions of Article 108 of the CompaniesAct 2190/1920 and the auditing procedures, which we considered appropriate, based on the auditing standards and principles applied by the Institute of Certified Auditors/Accountants in Greece. The records of the companies which are included in the consolidation have beenmade available to us and we obtained the information and explanations, considered necessary for the purposes of our audit. The valuation methods have been applied consistently. We have confirmed that the content of the Consolidated Directors’ Report is in agreement with theConsolidated Financial Statements. The Consolidated Attachment discloses the information required by Article 130 and the relevant provisions of the Companies Act 2190/1920. As a result of our audit, we noted the following: In certain cases, which are detailed in Note 3 beneaththe Balance Sheet, the Bank has applied International Financial Reporting Standards. As a result of these divergences from the requirements of the Companies Act 2190/1920, the Group’s results for the current year are overstated by €19.5 million. In our opinion, after taking intoconsideration the matter referred to above and the impact on the results of the matter included in note 4 beneath the Balance Sheet, which refers to the voluntary retirement scheme, the above Consolidated Financial Statements, which have been prepared in accordance with therelevant provisions of the Companies Act 2190/1920, present together with the Consolidated Attachment the financial position of the Group as at 31 December 2004, as well as the results of its operations for the year then ended, in conformity with prevailing legislation andgenerally accepted accounting principles in Greece applied on a consistent basis with the preceding year.

THE CHAIRMAN OF THE BOARD OF DIRECTORSXenophon C. Nickitas

I.D. No Θ - 914611

THE CHIEF EXECUTIVE OFFICERNicholas C. Nanopoulos

I.D. No Σ - 237468

THE CHIEF FINANCIAL OFFICERPaula N. Hadjisotiriou

I.D. No Τ - 005040

THE CHIEF ACCOUNTANTDimitrios K. Mitrotolis

I.D. No Π - 064395

K. RirisSOEL Reg. No 12111

A. PapageorgiouSOEL Reg. No 11691

Certified Auditors/AccountantsPricewaterhouseCoopers S.A.

Amounts in Euro million2004 2003 2004 2003

ASSETS LIABILITIES1. Cash and balances with central banks 1,112 929 1. Due to credit institutions

a. Repayable on demand 17 782. Treasury bills and similar securities eligible b. Time and notice 5,223 5,200

for refinancing with central banks 480 61 5,240 5,2783. Loans and advances to credit institutions

a. Repayable on demand 249 215 2. Due to customersb. Other loans and advances 606 665 a. Deposits 19,922 16,265

855 880 b. Other liablilities ba. Repayable on demand 87 88

4. Loans and advances to customers 19,766 15,382 bb. Repurchase agreements (repos) 1,244 1,994Less: Provisions for doubtful debts (507) (431) 21,253 18,347

19,259 14,9515. Debt securities including fixed - income securities 4. Other liabilities 518 526

a. Issued by government 5,231 6,445 5. Accruals and deferred income 367 245b. Issued by other borrowers 692 967

5,923 7,412 6. Provisions for liabilities and charges6. Shares and other variable-yield securities 297 387 a. Provisions for staff pensions and similar obligations 34 267. Participations in non-affiliated undertakings 6. A. Provisions for general banking risks 35 25

a. Related undertakings 36 6 7. Subordinated Deposits 398 -b. Other undertakings 23 46

59 528. Participations in affiliated undertakings 596 456 EQUITY9. Intangible assets

Other intangible assets 245 202 8. Share Capital 926 931Less: Amortisation of intangible assets (137) (109) Paid-up (314,009,537 shares at € 2.95 each)

108 9310. Tangible assets 9. Share premium account 505 562

a. Land 45 40b. Buildings 254 239 10. Reserves Less: Depreciation (127) (109) a. Statutory reserve 112 97c. Furniture, electronic and other equipment 210 195 b. Extraordinary reserves 267 250 Less: Depreciation (151) (132) c. Special reserves 97 52d. Other tangible assets - - Less: Depreciation - - 11. Fixed asset revaluation reserve 22 4e. Fixed assets under construction 9 7

240 240 12. Treasury shares (1) (128)13. Other assets 189 16714. Prepayments and accrued income 655 587 1,928 1,768

TOTAL ASSETS 29,773 26,215 TOTAL LIABILITIES 29,773 26,215

Notes:OFF BALANCE SHEET ITEMS 2004 2003

1. Contingent liabilities from guarantees and forward contracts 37,690 24,5573. Other off balance sheet items

a. Items in custody and safekeeping 52,480 45,584b. Commitments from bilateral contracts 22,605 12,630c. Credit memo accounts 13,197 13,630TOTAL OFF BALANCE SHEET ITEMS 125,972 96,401

2004 2003 2004 20031. Interest receivable and similar income PROFIT BEFORE TAX 422.0 330.3

- Interest income from fixed-income securities 260.1 235.4 Less : Income Tax (121.9) (79.5)- Other interest and similar income 1,517.4 1,160.4 Less : Differences resulting from Tax Audit - (5.5)

1,777.5 1,395.8 Plus : Deferred Income Tax 15.0 11.22. Interest payable and similar charges (878.5) (625.2) PROFIT AFTER TAX 315.1 256.5

899.0 770.6Prior years' retained earnings brought forward (0.3) (0.3)

3. Income from Securities Distributable reserves - 120.8a. Income from shares and other variable-yield securities 8.2 9.4 'Deferred'' Income Tax (15.0) (11.2)b. Income from participating interests 1.4 2.7 Treasury Shares Reserve 9.3 -c. Income from affiliated undertakings 25.3 32.4 NET ATTRIBUTABLE PROFIT 309.1 365.8

34.9 44.54. Commissions receivable 333.7 296.55. Commissions payable (189.1) (164.9) Appropriation of profits:

144.6 131.6 Statutory Reserve 14.8 10.56. Net profit from financial operations 48.7 25.1 Dividend € 0.72 per share 226.0 185.37. Other operating income 18.4 11.6 Extraordinary reserves 2.0 90.5

Special Reserves 56.1 10.7TOTAL OPERATING INCOME 1,145.6 983.4 Treasury Shares Reserve - 57.5

8. General administrative expenses Distribution of profits to staff 10.2 8.6a. Staff costs Distribution of shares to staff - 2.7 - Wages and salaries (194.2) (185.0) 309.1 365.8 - Staff pension costs (47.0) (44.1) - Other charges (29.0) (18.6)b. Other administrative expenses (166.6) (162.4)

(436.8) (410.1)9. Fixed assets depreciation and valuation (71.0) (78.7)

10. Other operating expenses (2.5) (3.0)11,12. Provisions for loans and advances

and contingent liabilities and commitments (205.0) (149.6)PROFIT ON ORDINARY ACTIVITIES 430.3 342.0

15,16,17. Extraordinary income, expenses and profit (8.3) (11.7)18. PROFIT BEFORE TAX 422.0 330.3


AUDIT REPORT

EFG Eurobank Ergasias S.A.

Reg. No. 6068/06/B/86/07BALANCE SHEET AS AT DECEMBER 31, 2004

To the Shareholders of the Bank "EFG Eurobank Ergasias S.A."


APPROPRIATION ACCOUNT



INCOME STATEMENT AT DECEMBER 31, 2004



We have audited the above Financial Statements and the related Attachment of “EFG Eurobank Ergasias SA” for the year ended 31 December 2004. Our audit, which took into consideration returns from the branches, was conducted in accordance with the provisions ofArticle 37 of the Companies Act 2190/1920 and the auditing procedures, which we considered appropriate, based on the auditing standards and principles adopted by the Institute of Certified Auditors/Accountants in Greece. The books and records maintained by the Bankwere made available to us and we obtained the relevant information and explanations, which we required for the purposes of our audit. The Bank has properly applied the Chart of Accounts for Banks except for the matters referred to in Notes 2 & 3 beneath the BalanceSheet. There were no changes in the valuation methods used by the Bank compared to those used in the preceding year. We have confirmed that the content of the Directors’ Report to the Annual General Meeting of the Shareholders is in agreement with the relatedFinancial Statements. The Attachment discloses the information stipulated by paragraph 1 of Article 43a and Article 129 of the Companies Act 2190/1920. As a result of our audit, we noted the following: In certain circumstances, which are analyzed in Note 2 beneath theBalance Sheet, the Bank has applied the International Financial Reporting Standards. As a result of not applying the provisions of the Companies Act 2190/1920, the results for the current year are overstated by €11.4 million. In our opinion, after taking into considerationthe matter referred to above and the impact on the results of the matter included in note 3 beneath the Balance Sheet, which refers to the voluntary retirement scheme, the above mentioned Financial Statements, which are in agreement with the books and records of theBank, present together with the Attachment in conformity with prevailing legislation and generally accepted accounting principles the assets, liabilities and the financial position of the Company as at 31 December 2004, as well as the results of its operations for the year thenended, in conformity with prevailing legislation and generally accepted accounting principles in Greece applied on a consistent basis with the preceding year.

THE CHAIRMAN OF THE BOARD OF DIRECTORSXenophon C. Nickitas

I.D. No Θ - 914611

THE CHIEF EXECUTIVE OFFICERNicholas C. Nanopoulos

I.D. No Σ - 237468

THE CHIEF FINANCIAL OFFICERPaula N. Hadjisotiriou

I.D. No Τ - 005040

THE CHIEF ACCOUNTANTDimitrios K. Mitrotolis

I.D. No Π - 064395

K. RirisSOEL Reg. No 12111

A. PapageorgiouSOEL Reg. No 11691

Certified Auditors/AccountantsPricewaterhouseCoopers S.A.

1. During 2004, and in compliance with the Law 2065/92, fixed assets were revalued by € 22.6 million less accumulateddepreciation of € 4.1 million. The annual depreciation charge increased by € 0.3 million. 2. The Bank applied the InternationalFinancial Reporting Standards and has, therefore, not complied with the requirements of Company Law 2190/1920, in the followingcases: a) the Bank consistently calculates deferred tax, which as at 31.12.04 amounted to € 57.6 million (deferred tax asset), b)Treasury Shares of € 1.5 million are deducted from Shareholders Equity whereas according to Company Law 2190/1920 theseshould be disclosed as a separate category of “Assets”, c) the Bank’s trading securities portfolio is marked to market. Thevaluation gave rise to a mark-up of € 11.4 million which has been recognized in the Profit and Loss of 2004, whereas in 2003 itgave rise to a mark-down of € 16.4 million. 3. The Bank, during 2004, proceeded with a staff voluntary exit scheme. The amount of€ 3.1 million has been charged to the 2004 financial results and the amount of € 27.6 million has been capitalized and is includedin intangible assets. 4. In June 2004 the Bank proceeded with the securitisation of mortgage loans amounting to € 750 million inaccordance with Law 3156/2003. 5. The Bank's management and its legal advisors believe that the outcome of the existinglawsuits will not have a significant impact on the Bank’s Financial Statements. 6. In accordance with the economic activity sector(STAKOD '03 ) the total EFG Eurobank Ergasias SA revenue are classified under ''Transactions of other intermediary financialinstitutions'' (code 651.9). 7. The fixed assets of the Bank are free of charges or encumbrances. 8. The total number of employeesas at 31.12.2004 was 6,722.

Page 1 of 12

Notes to the accounts as at 31st December 2004

1. On 25.5.2004, the absorption of EFG Quality Management Services SA by EFG Eurobank Ergasias SA, was completed with a merger balance sheet date of 30.11.2003.

For the depreciation rate, the depreciation is calculated in accordance with the law required. With effect from 2003 the Bank applied the Presidential Decree 299/2003.

In December 2004, the Bank has commenced the process of merger via absorption of Telesis Direct SA with a merger balance sheet date of 31.12.2004. The process is expected to be completed inthe first semester of 2005.

1.Fixed assets

Land and buildings are stated at acquisition cost (historic cost), as revalued in 2004 in accordance with the requirements of article 21 § 1 of Law 2065/92. The acquistion cost has been increased withthe cost of additions and improvements and reduced by the accumulated depreciation and impairement provisions.

The Bank calculates deferred tax on temporary differences arising between the tax bases of assets and liabilities and their carrying values for financial reporting purposes .The deferred tax amount isadded or deducted from profits available for distribution and a corresponding special reserve is created. This reserve will be offset against future income tax when the temporary differences are settled.

11. Provision for staff indemnity

The remaining tangible fixed assets are stated at acquisition (historic cost), increased with the cost of additions and improvements and reduced by accumulated depreciation and impairement provisions.

2. Interest on deposits, loans and securities

Interest on deposits, loans and securities recorded in the profit and loss account relates to the period from 1-1 to 31-12-2004. Amounts receivable which have not yet been collected are included inamounts due from/to customers/banks respectively, whereas amounts accrued but not yet due are included in deferred income or accrued expenses accordingly.

Shares and other variable-yield securities classified as available-for-sale are valued at the lower of cost and market value on an aggregate basis.

3. Securities portfolios

Fixed income securities classified as investment securities are stated at acquisition cost, increased or decreased by the accumulated amortisation of the premium or discount amounts up to the BalanceSheet date.

shares and other variable-yield securities classified as trading are stated at their market value.

NOTES TO THE ACCOUNTS OF THE STAND ALONE AND CONSOLIDATED FINANCIAL STATEMENTSOF EFG EUROBANK ERGASIAS SA

AS AT 31 DECEMBER 2004

III. PRINCIPAL ACCOUNTING POLICIES

Registration no 6068/06/B/86/07

I. MERGERS VIA ABSORPTION OF COMPANIES BY EFG EUROBANK ERGASIAS SA

2. It is reminded that EFG Eurobank Ergasias SA has been formed from the merger of the following banks: EFG Eurobank SA, Ιnterbank of Greece SA, Bank of Athens SA, Cretabank SA, ErgasiasBank SA, TELESIS Investment bank SA, Ergoinvest SA, Ergoinvestment Advisors SA, Development Investments SA and Unitbank SA.

1. The annual stand alone and consolidated financial statements of the Bank have been prepared in accordance with the relevant requirements of Companies Act 2190/1920, except for the casesreferred to in: a) chapter IV ASSETS, paragraphs 3, 4, 7 and 10, b) chapter V LIABILITIES and 7.4 "Treasury shares" and c) chapter IX OTHER INFORMATION, paragraghs 5 "Impact on the financialstatements of the application of IFRS for leasing companies".

Exchange differences (positive/negative) are accounted for in the profit and loss account.

7.Consolidation differencies

Consolidation differencies are included in "Liabilities" as a special element of "Equity". These arise on the date control is passed or substantial influence is obtained as well as when the participationinterest (%) changes.

Reversely, receivables arising from purchase and resale agreements of securities (reverse repos) are stated at the initial purchase price inclreased by the amortisation of the agreed interest yield up to31.12.2004. The underlying securities are recorded in Off Balance Sheet accounts.

9. Assets and liabilities in foreign currencies

Assets and liabilities denominated in foreign currencies are translated into euro at the market rates of exchange ruling at the balance sheet date, except for:

12. Deferred tax

In accordance with Greek labour legislation, if employees remain in the employment of the company untill normal retirement age, they are entitled to a lump sum payment which is based on the numberof years of service and the level of remuneration at the date of retirement.

4. Fixed income securities

Fixed income securities classified as available-for-sale are valued at the lower of cost (as defined above) and market value on an aggregate basis.

Investments in affiliated and non-affiliated undertakings are stated at acquisition cost.

6. Participations in affiliated and non-affiliated undertakings

Fixed income securities classified as trading are stated at their market value.

Shares and other variable-yield securities classified as investment securities are stated at acquisition cost.

5. Shares and other variable-yield securities

8. Securities repurchase and resale agreements

ΙI. BASIS OF PREPARATION OF FINANCIAL STATEMENTS

Liablities arising from sale and repurchase agreements of securities (repos) are stated at the initial selling price increased by the amortisation of the agreed interest yield up to 31-12-2004. Theunderlying securities remain on Balance Sheet and are valued in accordance with the Bank's accounting principles (4 above).

The Bank makes a provision with respect to this lump sum payments on an annual basis, so that the cost is spread over the period of service of the employees. The pension obligation is calculated byreference to the current level of remuneration of the employees and is subsequently discounted using interest rates of government securities which have terms to maturities approximating the terms ofthe related liability.

10. Provision for doubtful debts

The provision for doubtful debts comprises the provision calculated as 1% of the average loan balances during the year, in accordance with the provisions of Law 396/68, as well as additional provisionrequired to cover potential loan losses estimated by the Bank.

Securities with maturity of over one year are classified as investment securities, when they are purchased with the intention to be held to maturity. Securities purchased with the intention to be held for asignificant period of time, but not necessarily to their maturity, are classified as the available for sale securities. The remaining securities are classified as trading.

a) Assets and liabilities arising from forward transactions which, given that the Bank does not create a foreign exchange position, are accounted for based on the predetermined exchange rate and thetime remaining from 31-12-2004 to the pre-determined date of sale or purchase , andb) Assets and liabilities arising from currency swaps which, given that the currencies exchanged will be returned at pre-determined rates, are accounted for based on the currencies that will be re-exchanged, the predetermined exchage rate and the time remaining from 31-12-2004 to the pre-determined date of re-exchange .

Page 2 of 12

Group Bank Group Bank493,893 579,972 863,960 830,804113,666 77,610 16,227 49,924

6,800 197,500 5,994 - 614,359 855,082 886,181 880,728

Group Bank Group Bank2,924,187 2,403,530 2,551,820 2,415,5327,523,872 7,679,086 6,571,033 5,976,1914,619,045 4,092,827 3,138,589 2,678,9365,983,955 5,591,052 4,543,205 4,311,746

21,051,059 19,766,495 16,804,647 15,382,405(552,738) (507,219) (471,660) (431,077)

20,498,321 19,259,276 16,332,987 14,951,328

2004 2003% %

Government 1% 1%Shipping 2% 2%Construction 2% 2%Manufacturing 14% 15%Commerce and Services 34% 37%Private individuals 45% 41%Other 2% 2%Total 100% 100%

Group % Group % 19,736,767 94% 16,021,019 95%

239,379 1% 175,482 1%1,074,913 5% 608,146 4%

21,051,059 100% 16,804,647 100%

Carrying amount

Market value

Carrying amount

Market value Carrying amount Market value Carrying amount Market value

2,922,716 2,972,863 2,586,160 2,636,307 4,529,001 4,558,220 4,297,463 4,326,6813,272,188 3,526,059 3,157,670 3,410,894 2,662,406 2,773,722 2,488,685 2,600,001

353,678 360,473 180,011 186,806 287,445 295,823 625,926 634,304 Total 6,548,582 6,859,395 5,923,841 6,234,007 7,478,852 7,627,765 7,412,074 7,560,986

Carrying amount

Market value

Carrying amount

Market value Carrying amount Market value Carrying amount Market value

194,197 218,236 120,369 144,408 222,759 277,908 201,363 256,51275,625 75,768 74,208 74,351 76,976 78,414 76,717 78,155

122,809 114,514 102,162 93,866 122,342 110,802 109,181 97,641Total 392,631 408,518 296,739 312,625 422,077 467,124 387,261 432,308

Listed on the Athens Stock Exchange

Unlisted

- Pledged bonds with a total acquisition cost of € 209.3 mil (2003: € 423.6 mil) and unamortized premia totaling € 96.3 mil (2003: € 234.5 mil).

€ '000

€ '000 € '000

The analysis of the group's customer loan portfolio by economic sector is set out below:

The analysis of the group's customer loan portfolio by geographic sector is set out below:

Other countries

- Bonds amounting to € 886 mil.( 2003: € 1,130 mil) which mature within the next year.The fixed income securities of the Bank classified as trading are stated at their market values. Had these securities been valued at the lower of cost and market value on an aggregate basis (with theremaining debt securities portfolios), the carrying amount of " Bonds and other fixed income securities" in 2004 would be their acquisition cost and would, therefore, be reduced by € 4.9 mil, whereas in2003 it would be reduced by € 0.8 mil.

4. Shares and other variable-yield securities

Listed on other stock exchanges

The equities portfolio of the Bank classified as trading is stated at market value. Had these equities been valued at the lower of cost and market value on an aggregate basis (with the remaining equitiessecurities portfolio), the carrying amount of " Shares and other variable-yield securities" in 2004 would be their acquistion cost and would, therefore, be reduced by € 8.6 mil, whereas in 2003 it would bereduced by € 1 mil.

2004 2003

Group Bank Group Bank€ '000 € '000

2004 2003

Group BankGroup Bank

The Bank's balances include:

- Pledged bonds with a total acquisition cost of € 209.3 mil (2003: € 423.6 mil) and unamortised premia totaling € 121.9 mil (2003: € 236 mil)

Listed on the Athens Stock ExchangeListed on other stock exchanges

- Bonds amounting to € 1,193.2 mil (2003: € 1,264 mil) which mature within the next year

3. Debt securities including fixed income securities

Unlisted

The consolidated balances include:

GreeceOther Western European countries

2004

2003

- Up to 3 monthsMaturity

- Over 3 months and up to 1 year

€ '000 € '000

ΙV. ASSETS

Maturity

2004

The consolidated balances include amounts due from related financial institutions totalling € 29.4 mil (2003: € 10.1 mil) and pledged deposits with foreign banks amounting to € 218.9 mil (2003: € 189.2mil).

€ '000

The Bank's balances include amounts due from connected and related financial institutions totaling € 386.1 mil (2003: € 150.4 mil) and pledged deposits with foreign banks amounting to € 220.2 mil(2003: € 189.2 mil).

2. Loans and advances to customers

2004

- Over 3 months and up to 1 year- Over 1 year and up to 5 yearsTotal

- Up to 3 months

€ '000 € '0002003

1. Loans and advances to financial instritutions

2003

Minus: Provisions for doubtful debtsTotal

The consolidated balances include amounts due from affiliated undertakings totaling € 7 mil (2003: € 36 mil).The Bank's balances include amounts due from affiliated undertakings totaling € 1,295.4 mil (2003: € 378.7 mil).

- Over 1 year and up to 5 years- Over 5 years

Page 3 of 12

5.1. Associated undertakings

Name Paid-Up Share

Capital

Net assets Book Value Net assets (%) of participation

Book Value

ATHENS AIRPORT HOTEL COMPANY SA

16,090 20% 2,015 20% 3,255 20% 2,031 20% 3,255

4,395 50% 5,275 50% 2,201 50% 7,279 50% 2,201Unitfinance SA 120 40% (292) 40% 49 40% (516) 40% 49

Eurobank Property Services (ex Kidon SA)

587 - - - - 100% 753 100% 387

GLOBAL INVESTMENT FINANCE SA

1,487 50.0% 8,376 10% 145 50% 2,854 10% 145

GLOBAL FUNDS MANAGEMENT AEPEY

1,500 44% 1,300 15% 135 44% 681 15% 135

ZINON AKINITA SA 3,600 25% 2,436 - - 25% 2,088 - - The Greek Progress Fund SA 94,463 23% 29,072 23% 22,563 - - - -

Dias SA 25,361 30% 9,358 30% 7,630 - - - - Global Finance International Ltd

CYP 10.000

50% - - - 50% 4,155 - -

Cardlink SA 100 50% 50 50% 50 - - - -

Total 57,590 36,028 19,325 6,172

5.2. Other undertakings

Book Value (%) holding Net assets (%) holding Book Value

19.50% 2,791 19.50% 2,791 19% 2,715 19% 2,715The Greek Progress Fund - - - - 16% 14,575 16% 14,575DIAS EEEX - - - - 20% 4,644 20% 4,644Dias Interbank Systems 10% 2,185 10% 2,185 10% 2,185 10% 2,185LAMDA Development A.E. 10% 17,618 10% 17,618 12% 21,870 12% 21,870

- 1 - - - 1 - -

Total 22,595 22,594 45,990 45,989

Greek Progress Fund SA and Dias SA are consolidated under the equity method, due to changes in the percentage holding.

Total participations in non-affiliated undertakings 80,185 58,622 65,315 52,161

Global Fund Management AEPEY

ZINON AKINITA SA

Global Finance International LTD

Cardlink SA

The company was founded in 1999 in the municipality of Spata. The purpose of the company is to assign, construct and exploit the central hotel of the new international airport in Spata. The Bankparticipates in the company's share capital by 20.20%. The remaing shares are held by ALTE Constructions Company SA (30.3%), ACCOR SA (20.2%), Pallas Dynamiki SA ( 9.11%) and individuals(20.19%).

(%) holding

2004

BankBank

The company was founded on 27.5.2003 and is currently located at 455 Herakliou Ave., in the municipality of Heraklion, Attica. The purpose of the company is to promote banking products and services.The Bank participates in the copmany's share capital by 40%. The remaining 60% is held by INCHCAPE Overseas Investments B.V.

TEFIN SAThe company was founded in 1994, and is currently located in 455 Herakliou Ave. in the municipality of Heraklion, Attica. The purpose of the company is to import, trade and sell vehicles and machinery,in either cash or on credit, to merchants or consumers as well as to provide leasing facilities. The Bank participates in the company's share capital by 50%. The remaining 50% is held by TOYOTA HellasSA.

Net assets

2003

Group

Other undertakings

(%) holding (%) holding

KANTOR Management Consultants SA

Group

Unitfinance SA

The above associated undertakings are accounted for in the consolidated financial statements using the equity method of accounting, except for Eurobank Property Services SA (ex Kydon SA) whichwas fully consolidated in 2004. The net equity of Global Finance Internationsl LTD of € 3,817 k, is included in the equity of its parent company (100%) Global Investment Finance SA for the year 2004.

ATHENS AIRPORT HOTEL COMPANY SA

€ '000 € '000

€ '000 € '000

BankGroup(%) holding

Information with respect to participations in non affiliated undertakings (associated and other) is set out below:

The company was founded in 1997 in Nicosia, Cyprus.The purpose of the company is to provide investment and other related services. GLOBAL Investment Finance SA owns 100% of the company'sshare capital.

Kantor Management Consultants SAThe company was founded in 1993 in Athens and is located at 4 Vas. Sofias Ave. The purpose of the company is the provide consultancy services. The Bank owns 19,45% of the company's sharecapital. The remaining share capital is hed by Mr K. Mitropoulos (23.55%), Mr K. Kastrinakis (23.55%), Mr X. Ntolkas (23.55%), and other individuals (9.90%).

The Greek Progress Fund SAThe company was founded in 1990 in Athens and is located at 10 Stadiou Str. The purpose of the company is to manage portfolios of securities in accordance with the requirements of law 608/1970 forinvestment companies and mutual funds. The Bank owns 22.70% of the company's share capital. The remaining 77.30% is widely held.DIAS AEEXIt was founded in 1991 in Athens and is located at 16 Voukourestiou Str.The purpose of the company is to manage securities portfolios in accordance with the requirements of law 608/1970 forinvestment companies and mutual funds. The Bank owns 29.76% of the company's share capital. The remaining 70.24% is widely held.

TEFIN SA

(%) holding

20032004

5. Participations in non-affiliated undertakings

ΙV. Assets (Continued)

BankGroup

Global Investment Finance SA

The company was founded in 2001 in Athens. The purpose of the company is to provide investment and other related services. The Bank owns 15% of the company's share capital , whereas"BERBERIS INVESTMENT LIMITED" owns 9.5% and " GLOBAL Investment Finance SA" owns 40%. The remaining 35.5% is held by Mr A.Plakopitas (25%) and other individuals (10.5%).

The company was founded in 1991 in Athens. The purpose of the company is to manage investments in companies with significant growth potential as well as in companies involved in the developmentof new technologies in strategic sectors. The Bank owns 9.91% of the company's share capital, whereas "BERBERIS INVESTMENT LIMITED" participates by 39.94%.The remaining 50.15%, is held byMr A. Plakopitas.

The company was founded in 2002 in Athens. The purpose of the company is to conduct all types of business in relation to real estate properties. EFG Eurobank Properties SA owns 50% of thecompany's share capital. The remaining 50% is held by REPEG HOLDING Company(Luxembourg).

The company was founded in 2004 in Athens. The purpose of the company is the management, operation, maintenance and promotion of the commercial network transactions via electronic and otherequipment, installed in companies or not, and any other relevant activity. The Bank holds 50% of the company's share capital. Alpha Bank holds the remaining 50% .

Page 4 of 12

5.2. Other undertakings (Continued)DIAS SA Interbank Systems

LAMDA Development SA

6.1 Subsidiary undertakings

2003€ '000

Group Bank Group Bank

Name Paid-up share capital

Book Value Book Value

EFG Insurance Services SA 300 100% 95% 1,321 90% 85% 1,905

EFG Private Bank (Luxembοurg) S.A.

70,000 75% 75% 52,672 75% 75% 52,672

EFG Hellas P.L.C. GBP 12.500 100% 100% 19 100% 100% 19Eurobank Cards Α.Ε. 3,082 100% 100% 5,587 100% 100% 5,587

EFG Eurobank Leasing SA & Ergoleasing SA

47,000 100% 100% 62,922 100% 100% 62,922

EFG Eurobank Securities SA 12,000 100% 100% 67,339 100% 100% 67,339

EFG Factors SA 13,500 100% 100% 14,869 100% 100% 8,869EFG Eurobank Properties SA 14,991 50% 50% 18,474 50% 50% 18,474

EFG Property and Casualty Insurance SA

352 100% 100% 2,509 100% 100% 2,509

EFG Life Insurance SA 1,468 100% 100% 2,031 100% 100% 2,031

EFG Mutual Fund Management Co. SA

1,115 88% 50% 558 88% 50% 558

EFG Telesis Finance SA 15,807 100% 100% 18,922 100% 100% 18,922

EFG Business Services SA 3,816 100% 100% 3,815 100% 100% 3,815

ΟΡΕΝ 24 SA 2,989 100% - - 100% - -

Autorental SA 587 100% 25% 293 100% 25% 293

EFG Eurobank Ergasias International (C.I) Ltd.

15,602 100% 99% 15,448 100% 99% 15,448

TELESIS Direct SA 63 100% 100% 880 100% 100% 880

EFG Eurobank Asset Management SA

2,930 100% 100% 3,160 100% 100% 1,695

EFG Euroinvestment Development SA

29,300 - - - 51% 51% 14,943

EFG Business Exchanges SA

4,115 69% 64% 8,583 70% 65% 7,170

EFG Internet Services SA 4,403 100% 100% 4,403 100% 100% 4,403

Quality Management Services SA

294 - - - 100% 100% 221

Eurobank Properties Services SA (former Kydon SA)

587 100% 100% 387 - - -

ELDEPA 3,721 50% - - 50% 0% -

HELLAS ON LINE SA 6,000 100% 100% 16,291 100% 100% 16,291EFG HELLAS (Cayman Islands) Ltd

USD 15,000 100% 100% 17 100% 100% 17

Banc Post S.A. 77% 77% 110,114 53% 53% 62,976

Bulgarian Retail Services S.A.

100% - - 100% 0% -

EFG Eurobank AD BEOGRAD

94% 94% 20,861 92% 92% 11,510

Αlico CEH/Balkan Holdings Limited

100% 100% 67,799 100% 100% 65,866

Bulgarian Post Bank AD 97% - - 92% 0% -

BERBERIS INVESTMENT LTD (Guernsey)

100% 100% 8,500 100% 100% 8,500

Eurocredit Retail Services Ltd (Cyprus)

512 100% - - 100% 0% -

Euroline Retail Services AD (Serbia)

200 100% - - - - -

Euroline Retail Service SA (Romania)

200 95% - - - - -

EFG Leasing EAD (Bulgaria) BGN 50.000 100% 100% 25 - - -

Intertrust Fund Management 1200 100% 100% 88,479 - - - Total 596,278 455,835

USD 57,611.110

BGN 51.250.000

USD 100.000

CSD 1.489 mil

2004

The company was founded in 1989 following the initiative of the "Association of Greek Banks" with the participation of 15 financial institutions. At present, 36 Banks participate in DIAS. The purpose ofthe company is to provide its members with services which contribute to the modernisation of banking transactions, to improve the quality of banking services and reduce the cost of transactions. TheBank owns 10.22% of the company's share capital.

6. Participations in affiliated undertakings

The company was formed following the acquisition of ''Christoforos D. Konstantinidis Construction Firm'' in 1999 and is currently located at 16 Laodikias Str. in Athens. The purpose of the company is thepurchase, manage and sell shares and share options of any type of entities and of any economic sector; to purchase, manage, develop, construct, use and sell any kind of real estate properties; toprovide business administration services; to provide research services; to provide services with respect to the construction, supervision and management of construction works; to provide operationalsupport services to enterprises of any economic sector, such as airports and air transports, transportation of goods, resorts, hotels, yaughting, shopping malls e.t.c. and any other related activities. TheBank owns 9.86% of the company's share capital.

a. Fully consolidated entities

ROL 3.250 billion

€ '000

(%) holding (%) holding(%) holding(%) holding

BGN 700,000

ΙV. ASSETS (Continued)

Page 5 of 12

6.1 Subsidiary undertakings (continued)

EFG Hellas P.L.C.

Information with respect to participations in subsidiary undertakings is set out below:

The above entities are fully consolidated, except for: a) Quality Management Services which has been merged via absorption by EFG Eurobank SA on 25.5.2004, b) EFG Euroinvestment DevelopmentSA which has been liquidated.

EFG Private Bank (Luxembοurg) S.A.

Εurobank Cards SA

EFG Insurance Services SA

The bank was founded in 1986 in Luxembourg, 5 Rue Jean Monnet L-2018, P.O. Box 897, Luxembourg. EFG Private Bank (Luxembourg) SA offers a variety of financial services and conducts all typesof banking activities. The bank is primarily involved in Private Banking, while offering support services for mutual funds. The minority interest of 25% is held by EFG Bank European Financial Group.

The company was founded in 1991, in Athens, 40-44 Praxitelous Str. On 11.2.2002 the company absorbed via merger Ergasias Leasing SA. The company is engaged in real estate and equipmentleases.

EFG Eurobank Ergasias Leasing SA

EFG Property & Casualty Insurance Co. SAThe company was founded in 1987 in Kallithea, 194 Sygrou Ave. The purpose of the company is to provide general insurance services.

The company was founded in 2000 in Athens, 16 Laodikias. The purpose of the company is to perform all types of international trade and commercial transactions, in general. EFG Eurobank PropertiesSA owns 100% of the company.

The company was founded in 1993 and is currently located in 59-61 Agiou Konstantinou Str., in the municipality of Amarousio, Attica. The purpose of the company is to provide internet services toindividuals and legal entities.

The company was founded in 1998 in Guernsey of Channel Islands. The company is engaged in banking activities and the provision of investment services. The Bank participates in the company'sshare capital by 99%, while EFG Telesis Finance SA owns the remaining 1%.

The company was founded in 1988 in Kallithea, 194 Sygrou Ave. The purpose of the company is to provide life insurance services.

The company was founded in 1996 in Athens, 10 Stadiou Str. The company is exclusively involved in mutual funds management in accordance with the regulations of Law 1969/1991. The Bank owns50% of the company's share capital, while the remaining 50% is owned by EFG Private Bank (Luxembourg) S.A.

The company was founded in 1998 and is currntly located in Athens, 40-44 Praxitelous Str. The company is engaged in leasing, purchase and sale of vehicles and yaughts. The Bank participates in thecompany's share capital by 25%, while EFG Telesis Finance SA owns the remaining 75%.

Οpen 24 SA

The company was founded in 1999 in London. The purpose of the company is to raise funds from capital markets, by issuing euro medium term notes (E.M.T.N.), for the purpose of financing theactivities of EFG Eurobank Ergasias SA and its subsidiaries.

EFG Mutual Fund Management SA

EFG Τelesis Finance SAThe company was founded in 2000 in Athens, 6 Othonos Str. On 31.12.2002 the company absorbed via merger Ergasias AEDAK, Telesis AEDAK and Ergofinance SA with a merger balance sheet dateof 31.5.2002. The purpose of the company is to provide primary and secondary investment services, in accordance with the relevant legislation.

Autorental SA

EFG Euroinvestment Development SA

The company was founded in 2000 and is currently located in Kallithea, 188 Sygrou Ave. The purpose of the company is the promotion of and execution of sales of products and services on behalf ofthird parties, the provision of consulting and insurance advisory services. 100% of the company'sshare capital is owned by EFG Business Services A.E.

The company was founded in 1999 and is currently located in Athens, 10 Fillelinon Str & 13 Xenofontos Str. On 23.06.2003 the company was renamed to TELESIS Direct Consulting SA and its purposeis to provide consulting services to legal entities. In December 2004, the board of directors decided to initiate the process of the company's merger via absorption by EFG Eurobank Ergasias SA withmerger balance sheet date of 31.12.2004.

a. Fully consolidated entities (continued)

ΙV. ASSETS (Continued)

ELDEPA SA

Quality Management Services SA

The company was founded in 1999 and is currently located in the municipality of Agia Paraskevi, 3 Kapodistriou Str. The purpose of the company is to provide factoring services in accordance with Law1905/90, as enforced, as well as any other services allowable by law to factoring companies

The company was founded in Kallithea, 194 Sygrou Ave. The purpose of the company is to conduct insurance brokerage businesses and co-ordinate the promotion of insurance products through theBank's network. On 01.04.2003, the company absorbed via merger Ergoinsurance Brokerage SA. On 7.7.2004 the Bank aquired 10% from N. Kanellopoulos - X. Adamantiadis General Insurance CoSA, and on 9.9.2004 the agreement dated 19.12.2003 for the aquisition of 25% from American Life Insurance Co was completed.

The company was founded in 1997 in Athens, 13 Petmeza Str. The company is engaged in printing, promotion and management of credit cards, acts as intermediary in granting and supervisingpersonal consumer loans from instituitons holding the relevant permit and the development of related software and support systems.

EFG HELLAS ( Cayman Islands ) Ltd

ΗELLAS ON LINE SA

EFG Life Insurane SA

The company was founded in 2000 and is currently located in Athens, 6 Othonos Str. The purpose of the company is to provide investment and other related services.

TELESIS Direct SA

The company was founded in 2000 in Athens, 8-10 Tzireon Str., Athens. The purpose of the company is the set up systems and provide payroll and consulting services.


EFG Eurobank Ergasias SA International (C.I.) Ltd

The company was founded in May 2001 in Athens, Kallirois & Vouliagmenis Ave. The purpose of the company is to provide consulting services. In December 2003, the Bank acquired 24.5% holdingfrom GRASS ROOTS GROUP PLC and 24.5% from TRADELINK SA and now owns 100% of the company's share capital. In addition, the process of merger via absorbtion of the company by the Bankcommenced in December 2003 with a merger balance sheet date of 30.11.2003. The merger was completed on 25.5.2004.

The company was founded in April 2001 in Athens, 40-44 Praxitelous Str. The purpose of the company is to manage securities portfolios in accordance with the regulations of Law 1969/1991. The Bank owned 51% of its share capital in 2003. The minority interests belong to 94 individuals and legal entities, whose participations do not exceed 1% individually. On 31.3.2003, the Extraordinary General Meeting decided the disolution and liquidation of the company. The liquidation has been completed on 18.3.2004.

The company was founded in June 2001 in Athens, 16 Laodikias Str, Ilisia. The company is engaged in the field of electronic commerce via Internet. On 30.6.2004 the company absorbed via merger Be4 Retail SA.The Bank participates in the company's share capital by 63.80%, while the Bank's subsidiary Hellas on Line SA participates by 4.86%. The minority interests belong by 20.05% to VodafoneSA, by 5.47% to Fourlis Trade SA, by 2.30% to Radio A. Korasidis SA, by 2.30% to Micromedia Britannica SA and by 1.22% to Logic Dis SA. On 29.12.2004, the Extraordinary General Meeting of theshareholders decided: a) the reduction of share capital by € 2.8 mil in order to offset equivalent losses by reducing the nominal value of shares, b) the increase of the share capital by € 2.2 mil with theissuance of 110.000 new shares with nominal value of € 10.

Be-Business Exchanges SA

The company was founded in February 2001 in Athens, 16 Laodikias & 1-3 Nymfeou. The purpose of the company is to develop electronic commerce and electronic transactions systems.EFG Internet Services SA

EFG Eurobank Securities SA

The company was founded in 2002 in Cayman Islands. The purpose of the company is to raise of funds from the capital markets, by issuing euro medium term notes (E.M.T.N.), for the purpose offinancing the activities of EFG Eurobank Ergasias SA and its subsidiaries.

As a result, the bank holds 95% of the company's share capital and the Bank's subsidiary EFG Telesis Finance holds the remaining 5%.

On completion of the respective increase, the participation percentages will be as follows: The Bank will participate in the company's share capital by 67.21% and the Bank's subsidiary Hellas On Line SA by 3.83%. The minority interests will belong to Vodafone SA by 20.04%, to Fourlis Trade SA by 4.31%, to Radio A. Korasidis SA by 1.81%, to Elephant SA (former Micromedia Britannica SA) by 1.31% and to Logic Dis SA by 0.9%.

The company was founded in 1985 and is located at 16 Laodikias in Athens. The purpose of the company is to act as intermediary in the formation of contract agreements buying, selling, exchanging,hiring real estates, technical studies and any other technical advice concerning real estate. In December 2004, the company bought from EFG Eurobank Properties SA the valuation of properties andbrokerage services segment.

Eurobank Properties Services SA (former Kydon SA)

EFG Eurobank Properties SAThe company was founded in 1952 and is currently located in 16 Laodikias Str., Athens. The purpose of the company is to invest in real estate properties, manage properties, perform valuations as wellas brokerage. Minority interests of 49.9% are held by Lamda Development SA, which is controlled by the Latsis group, (29.9%) and R.E.I.B. Europe Investments Limited (20%), which is a member ofDeutcshe Bank Group. In December 2004, the company sold to Eurobank Properties Services SA the segment of properties and brokerage estimations.

EFG Business Services Α.Ε.

The company was founded in 1999 in Athens, 10 Filellinon & 13 Xenofontos Str. On 30.11.2001 the company absorbed via merger Ergasias Securities SA and Telesis Securities SA. The purpose of thecompany is to perform stock and derivatives exchange transactions of all types, as well as to provide all primary and secondary investment services, in accordance with the prevailing rules andlegislation.EFG Factors A.E.

Page 6 of 12

Banc Post S.A.

Bulgarian Retail Services S.A.

EFG Eurobank AD BEOGRAD

BERBERIS INVESTMENT LTD (Guernsey)

Eurocredit Retail Services Ltd

Name Book Value (%) Holding (%) Holding Book Value

100% 29 100% 29 100% 29 100% 29

100% - 100% - 100% - 100% -

100% - 100% - 100% - 100% -

75% - 75% - 75% - 75% -

Other - - - - - - - - Total 29 29 29 29

29 596,307 29 455,864

Software Total Fixed assets acquisition

costs

Software Total

Cost

Balance as at 1-1-2004 126,787 23,631 71,979 222,397 124,283 12,697 64,612 201,592Tranfsers (74) 440 1,067 1,433 (73) 441 970 1,338Additions 40,991 280 15,210 56,481 37,607 43 11,192 48,842Disposals and write-offs (8,962) (315) (736) (10,013) (6,682) (236) (2) (6,920)Balance as at 31-12-2004 158,742 24,036 87,520 270,298 155,135 12,945 76,772 244,852

Accumulated depreciationBalance as at 1-1-2004 (58,045) (16,690) (46,838) (121,573) (56,165) (9,959) (42,762) (108,886)Tranfsers 390 (397) (73) (80) 392 (397) (73) (78)Additions (7) (274) (1,268) (1,549) - - - - Charge for the year (25,520) (3,171) (11,389) (40,080) (24,080) (1,398) (9,809) (35,287)Disposals and write-offs 7,541 229 141 7,911 6,679 200 25 6,904Balance as at 31-12-2004 (75,641) (20,303) (59,427) (155,371) (73,174) (11,554) (52,619) (137,347)Net book value as at 31-12-2004 83,101 3,734 28,093 114,927 81,961 1,391 24,153 107,505Net book value as at 31-12-2003 68,742 6,941 25,141 100,824 68,118 2,738 21,850 92,706

ΙV. ASSETS (continued)

International Insurance Brokerage SA (Under liquidation)

Hotels of Greece SA (Under liquidation)

Security Services Systems Ltd (Under liquidation)

Athens Insurance Brokerage Ltd (Under liquidation).

Bulgarian Post Bank ADBulgarian Post Bank AD was founded in 1991 in Sofia, Bulgaria and has licence to perform all types of banking operations. The company's main shareholder was, in 2003, Alico CEH / Balkan HoldingsLimited, which owned 91.71% of the share capital. On 7.6.2004 Alico CEH / Balkan Holdings Limited acquired an additional 5.03% of Post bank AD and currently participates in the bank's share capitalby 96.74%.

The undertakings included in table b) are not consolidated either because their operations have ceased or because they are immaterial.

(%) Holding

Banc Post S.A. was founded in 1991 in Bucharest, Romania and has licence to perform all types of banking operations. In August 2004 EFG Eurobank Ergasias SA acquired through public offering anadditional holding of 5.34% from the employees and retired personnel of Bank post SA and its holding increased to 58.59%. In December 2004 the following took place: a) Increase of share capital withpre-emption rights to existing shareholders, b) capitalization of subordinated loans convertible to shares. After the respective increase the bank holds 50.12%. Also the bank acquired 5.14% from SIFMuntenia and its participation percentage increased to 55.26%. Futhermore, the bank holds a put option on the participations of the following companies: a) 7.49% of General Electric CapitalCorporation, b) 7.28% of European Bank for Reconstruction and devellopment (EBRD), c) 7.28% of International Financial Corporation (IFC). Minority interests of 22.69% are held by othershareholders.

Group Bank

2003

The company is located on Channel Islands. The purpose of the company is to provide investment and other related services. The Bank holds 99.99% of the company's share capital, while theremaining 0.01% is owned by EFG Eurobank Ergasias A.E International (C.I.) Ltd.

Αlico CEH/Balkan Holdings Limited

Set -up CostsGroup Bank

Set -up CostsFixed assets acquisition

costs

EFG Eurobank A.D. BEOGRAD was founded in 1997 and has licence to perform all types of banking operations. An increase in share capital was completed in June 2004, where the Bank hasexercised its pre-emption rights and also participated in the acquisiton of any remaining undistributed shares. The Bank now holds 93.54% of the total number of shares. Specifically, EFG EurobankErgasias SA owns 93.87% of common shares and 10.42% of the preference shares. The remaining 6.13% of common and 89.58% of preference shares are held by other shareholders.

The company was founded in 2002 in Bulgaria. The purpose of the company is to provide consulting and other services that relate to the setup, organisation and management of companies which areengaged in consumer credit products; the collection of doubtful debts on behalf of financial institutions and the provision to the market of the relative know-how. 100% of the company is owned byEurobank Cards SA.

2004

The company was founded in 2003 in Cyprus. The purpose of the company is issue, cancel and adminiser credit cards, to grant and manage personal consumer loans either on its own behalf or actingas representative of an another company or individual and the provide any other related services. 100% of the company is owned by Eurobank Cards SA.

Total participations in affiliated undertakings

€ '000

Euroline Retail Services ADThe company was founded in 2004 in Beograd, Serbia. The main purpose of the company is to act as intermediary for the provision of consulting and management services in products of consumer credit. Eurobank Cards holds 80% of the company, Bank Post SA holds 19.96% and the remaining is held by individuals.

Euroline Retail Services SAThe company was founded in 2004 in Bucharest, Romania. The company is engaged in issuing, cancelling, and management of credit cards, involved in granting and supervising personal consumer loans and to provide relevant to the above services, in accordance with Romanian legislation CAEN Code 6522. Eurobank Cards SA holds 80%, Bank Post SA holds 19.96% and the remaining 0.04% isheld by individuals.

The company was founded in 2004 in Sofia, Bulgaria. The company is engaged in leasing of equipment and real estates.

Book Value

7. Intangible assets

Book Value

€ '000bank

The company was founded in 1998 in Nicosia, Cyprus. The company's primary activity is the participation in other undertakings. On 8.8.2004 the agreement dated 19.12.2003 for the acquisition of theremaining 50% of Alico CEH / Balcan Holdings Limited from American Life Insurance Co, was completed. The Bank now owns 100% of the company. The company participates by 96.74% in BulgarianPost Bank AD.

b. Non consolidated undertakings

€ '000

(%) Holding

EFG Leasing EAD

The company was founded in 1988 in Kalithea, 124-126 Sygrou Av. The sole purpose of the company is the management of mutual funds according to Law 1969/1991.On 25.10.2004 the Bank acquired from Eureko BV and Novabank SA 100% of the company's share capital.

INTERTRUST Mutual Funds Management

Group

2004€ '000

During 2004, the Bank has effected a voluntary retirement scheme amounting to € 30.7 mil which has been capitalised in intangible assets. An amount of € 3.1 mil was amortised during the year.

Page 7 of 12

Land Buildings Other Total

68,665 439,805 154,097 168,733 11,258 59,180 901,738Transfers 79 1,845 1,933 103 - (3,806) 154

35,452 112,567 16,235 38,906 107 8,052 211,319(251) (24,037) (55,040) (39,859) (310) (51,104) (170,601)5,814 7,078 - - - - 12,892

109,759 537,258 117,225 167,883 11,055 12,322 955,502

- (139,831) (89,403) (116,108) (2,839) - (348,181)Transfers - (314) (16) (19) - - (349)Additions - (825) (1,029) (2,056) (1,072) - (4,982)

- (22,527) (16,062) (19,383) (142) - (58,114) - (33,578) 32,040 18,600 212 - 17,274 - (4,018) - - - (4,018) - (201,093) (74,470) (118,966) (3,841) - (398,370)109,759 336,165 42,755 48,917 7,214 12,322 557,13268,665 299,974 64,694 52,624 8,419 59,180 553,557

Land Buildings Other Total

39,970 238,596 88,608 106,281 244 7,451 481,150Transfers 80 1,819 1,933 103 - (3,807) 128

- 10,470 5,554 12,108 23 5,417 33,572(251) (3,450) (1,521) (2,730) (39) - (7,991)5,427 6,669 - - - - 12,096

45,226 254,104 94,574 115,762 228 9,061 518,955 -

- (109,484) (56,091) (75,980) (141) - (241,696)Transfers - (314) (16) (19) - - (349)Additions - - - - - - -

- (15,671) (9,507) (13,484) (28) - (38,690) - 2,235 1,467 2,581 13 - 6,296 - (3,981) - - - - (3,981) - (127,215) (64,147) (86,902) (156) - (278,420)

45,226 126,889 30,427 28,860 72 9,061 240,535 39,970 129,112 32,517 30,301 103 7,451 239,454

Group Bank Group Bank111,107 83,685 101,105 82,45077,886 76,212 66,513 64,916

- - - 4,174204,845 28,675 151,182 14,547393,838 188,572 318,800 166,087

Land Buildings Prepayments Total

34,129 32,120 409 3,083 69,741Transfers 74 (849) - (331) (1,106)

118 35 - 4,420 4,573(1,139) (1,628) - - (2,767)

6,735 3,812 - - 10,547 39,917 33,490 409 7,172 80,988

- (3,215) (13) - (3,228) - 357 - - 357 - (138) - - (138) - 70 - - 70 - (163) - - (163) - (3,089) (13) - (3,102)

39,917 30,401 396 7,172 77,886 34,129 28,905 396 3,083 66,513


Net book value as at 31-12-2004Net book value as at 31-12-2003

TransfersCharge for the yearDisposals and write-offs

Balance as at 31-12-2004

2004 2003


Disposals and write-offs

Accumulated depreciation

€ '000Bank

CostBalance as at 1-1-2004

Additions




Charge for the yearDisposals and write-offs

Balance as at 31-12-2004Net book value as at 31-12-2004Net book value as at 31-12-2003

Fixed assets under

construction


2004


Additions

Fixed assets under

construction

Group

Additions

Greek governmentRepossessed propertiesAmounts due from connected undertakings






OtherTotal

€ '000

Furniture and Equipment

Cost

€ '000

GroupElectronic equipment


€ '000

8. Tangible assets

Charge for the year

Net book value as at 31-12-2004

€ '000

9. Other assets

During 2004 the cost of land and buildings were revalued by € 12.1 mil and the accumulated depreciation by € 4 mil respectively as a result of L 2065/92. As a result of the revaluation, the annual depreciation charge was increased by € 0.3 mil.




Electronic equipment

2004


Cost


Changes in repossessed properties during 2004 are shown below:

2004

Page 8 of 12

Land Buildings Prepayments Total

34,129 30,479 409 3,083 68,100Transfers 74 (849) - (331) (1,106)

118 - - 4,420 4,538(1,139) (1,628) - - (2,767)

6,735 3,812 - - 10,547 39,917 31,814 409 7,172 79,312

- (3,171) (13) - (3,184) - 314 - - 314 - (138) - - (138) - 70 - - 70 - (162) (162) - (3,087) (13) - (3,100)

39,917 28,727 396 7,172 76,212 34,129 27,308 396 3,083 64,916

Group Bank Group Bank24,778 10,178 12,018 10,949

503,542 471,196 480,434 463,697116,046 115,376 70,415 69,69362,757 57,581 47,941 42,605

707,123 654,331 610,808 586,944

Group Bank Group Bank4,863,532 4,941,387 5,074,327 5,184,000

398,830 298,278 134,732 78,4082,431 - 15,150 15,150

5,264,793 5,239,665 5,224,209 5,277,558


13,044,976 13,110,095 11,408,610 11,453,359865,870 1,215,557 1,118,994 802,601

2,646,098 5,218,485 2,646,855 4,008,701191,616 378,270 - -

16,748,560 19,922,407 15,174,459 16,264,661

1,456,963 1,328,353 2,131,341 2,078,1293,042 3,042 3,323 3,322

1,460,005 1,331,395 2,134,664 2,081,45118,208,565 21,253,802 17,309,123 18,346,112

3. Liabilities evidenced by paper 2004 2003

4,667,356 2,514,635



10. Prepaid expenses and accrued income

Charge for the year

9.Other assets (continued)

During 2004 the cost of land and buildings were revalued by € 10.5 mil and the accumulated depreciation by € 0.1 mil respectively as a result of L 2065/92.



€ '000€ '000

- Up to 3 months

Other liabilities- Up to 3 months

The consolidated balances include amounts due to affiliated undertakings totaling € 426.7 mil. (2003: € 50.2 mil.).

2004 2003

2004 2003


Balance as at 31-12-2004Accumulated depreciation

Balance as at 1-1-2004Transfers



Cost


AdditionsDisposals and write-offs

Bank

2004€ '000

As at 31.12.2004 EFG Hellas PLC had issued Euro Medium Term Notes (EMTN) with nominal value of € 270 mil due in 2005, € 865 mil due in 2006, € 230 mil due in 2007, € 500 mil due in 2008, € 875mil due in 2009, € 27 mil due in 2011, € 30 mil due in 2014 and European Commercial Paper (ECP) with nominal value of € 1,679 mil due in2005.

As at 31.12.2004 EFG HELLAS (Cayman Islands) Ltd. had issued Euro Medium Term Notes (EMTN) with nominal value of € 12 mil due in 2022 (callable in August 2007 or annually thereafter), € 52 mil (34,5 mil in USD) due in 2005, € 3.6 mil (in USD) due in 2006, € 10 mil due in 2007, € 103 mil (€ 22 mil in USD) due in 2009, € 129 mil (€ 18 mil in USD) due in 2011, € 76 mil (€ 46 mil in USD) due in 2014, € 15 mil (in USD) due in 2029 and € 20 mil due in 2023 (callable in October 2013 or annually thereafter).

On 31.12.2004, Bulgaria Post Bank issued bonds of nominal value € 6 mil due in 2005 and € 10 mil due in 2006.

Group

The consolidated balances include amounts due to affiliated financial institutions totaling € 28,7 mil. (2003: € 0,4mil.).The Bank's balances include amounts due to affiliated financial institutions totaling € 297,9 mil. (2003: € 240,7 mil.).

2. Due to customers

The Bank's balances include amounts due to afiliated undertakings totaling € 5,491.4 mil. (2003: € 2,764.2 mil.).

€ '000

- Over 1 year and up to 5 years

Total

MaturityDeposits

Deferred tax is consistently calculated in accordance with International Financial Reporting Standards (IFRS). This tax will be off set against future income tax when the relevant timing differences aresettled.

Prepaid expensesAccrued income

2004

€ '000

Debit differencies from spot and forward transactions in foreign currency

1. Due to Credit Institutions


2003

Maturity€ '000 € '000

- Up to 3 months- Over 3 months and up to 1 year- Over 1 year and up to 5 yearsTotal

Deferred taxTotal

V. LIABILITIES

€ '000

Page 9 of 12


185,712 131,630 115,814 95,697106,086 65,282 90,579 77,733 153,435 153,435 201,242 199,664

12,005 9,417 10,807 8,630Amounts due for share capital increase - - 2,655 2,655

273,114 158,292 269,105 142,724730,352 518,056 690,202 527,103


252,845 243,459 211,895 209,995116,182 110,902 32,636 30,185

393,398 367,005 253,458 245,337

6.Subordinated debt

Group Bank

400,000 398,054

400,000 398,054

Share Capital

(313,500,885 common shares with nominal value of € 2.89 each) 906,017 598,553

19-5-2003 - EFG Eurobank Ergasias SA3,034 -

- -

23,871 23,274

(1,296) (854)

(6,036) (3,975)

2,335 (2,335) - (30,240)

- (21,605)15-12-2003 - EFG Eurobank Ergasias SA

- (4,528)

17-12-2003 - EFG Eurobank Ergasias SA

2,755 3,371

(315,484,837 shares with nominal value of € 2.95) 930,680 561,661

5-4-2004 - EFG Eurobank Ergasias SA 2,655 -

5-4-2004 - EFG Eurobank Ergasias SA (17,700) (69,731)

29-11-2004 - EFG Eurobank Ergasias SA 2,065 -

21-12-2004 - EFG Eurobank Ergasias SA 8,628 13,222

926,328 505,152 (314,009,537 shares with nominal value of € 2.95)

Greek government

11-11-2003 - EFG Eurobank Ergasias SA

- Reduction of EFG Eurobank Ergasias SA share capital by an amount equal to the total nominal value of 448,500 shares of EFGEurobank Ergasiaς SA held by Investment Development SA, which are obligatorily cancellable

Issuance of 1,050,000 shares with nominal value of € 2.89 each via capitalization of 2002 retained earnings and distribution of bonusshares to staff by decision of the Annual General Meeting

2004 2003

Completion of the merger with Unit Bank SA, which is a wholly owned subsidiary and offset of the merger difference against the sharepremium.

- Offset of merger difference against the share premium.

Ordinary share capital on 31.12.2003

- Offset of losses arising from the cancellation of 2,537,249 treasury shares against the share premium.

Ordinary share capital on 31.12.2004

Issuance of 900,000 shares with nominal value of € 2.95 each via capitalization of 2003 retained earnings and distribution of bonusshares to staff by decision of the Annual General Meeting

Cancelation of 6,000,000 treasury shares of € 2.95 each with an equivalent decrease of share capital, equivalent to the total nominal value, and covering the losses from the cancellation of shares with "Difference from premium to equity issuance", by decision of the Annual General Meeting.

- Increase of share capital with an equivalent decrease of share premium due to rounding of the nominal value of shares.

- Reduction of EFG Eurobank Ergasias SA share capital by an amount equal to the nominal value of 2,088,749 EFG Eurobank ErgasiasSA treasury shares due to their cancellation in order to avoid the increase of total number of shares after the merger.

- Contribution of the share capital and share premium of Investment Development SA, after the deduction of the amount of share capital and premium which corresponds to 12,653,928 shares of Investment Development already held by EFG Eurobank Ergasias SA and 380,000 treasury shares of Investment Development SA which, therefore, are not exchangeable.

Issuance of 700,000 shares with nominal value of € 2.95 each via capitalization of previous years reserves and distribution of bonusshares to staff by decision of the first reccuring Extraordinary General Meeting.

Share capital on 31.12.2002

Credit differencies from spot and forward transactions in foreign currency

7. Share capital and share premium account

Completion of the merger of Investment Development SA with EFG Eurobank Ergasias SA with simulatneous change in the share capitaland the nominal value of the Bank's shares from € 2.89 to € 2.95 each. Specifically, the following occured:

€ '0002004

5. Accruals and deferred income

Deferred income

7.1. Share capital and share premium account

Accrued expenses

€ '000

In June 2004, the Bank's subsidiary, EFG Hellas plc issued subordinated debt with 10 years duration and with premature call option after 5 years. The bonds bear floating rate equal to the quarterly Euribor plus 50 basis points for the first 5 years. The capital raised by EFG Hellas Plc amounting to € 398.1 mil, was deposited at EFG Eurobank Ergasias SA, with a 10 year agreement of forward subordinated deposits. The deposit cannot be prepaid. After the completion of 5 years from the first date of the deposit, the Bank has the right of early prepayment, provided that the Bank of Greece has permmited it.

Total

€ '000

Other

Suppliers

4. Other Liabilities

V. LIABILITIES (continued)

Issuance of 933,952 shares with nominal value of € 2.95 each to staff due to exercise of share options as follows: 32,110 shares at theprice of € 13.46 per share, 148,321 shares at the price of € 7.96 per share, and 753,521 shares at the price of € 5.99 per share.

Share Premium€ '000

Amounts due to insurance organizations

Total

The Board of Directors decision on 22.10.2004 approved the payment of an interim dividend of € 0.30 per share was distributed based on the net profits of the period 1.1. - 30.9.2004.

€ '000

Dividends payable

2004 2003€ '000

Issuance of 2,924,700 shares with nominal value of € 2.95 each distributed to staff due to exercise of share options as follows: 3,946shares at the price of € 7.97 per share, 67,901 shares at the price of € 6 per share, 1,350,933 shares at the price of € 5.51 per share, and1,501,920 shares at the price of € 9.30 per share.

Page 10 of 12

PercentageEFG Consolidated Holdings S.A.EFG Exchange Holdings LimitedOther shareholders with less than 2% holdings

100.0%

No of shares Book Value Market value No of shares Book Value Market value

92,739 1,533 2,344 9,320,959 128,045 143,91590,000 1,343 2,275 90,000 1,343 1,3894,160 149 105 4,160 149 64

186,899 3,025 4,724 9,415,119 129,537 145,368

The Annual General Meeting of the shareholders on 5.4.2004, approved the purchase of treasury shares, which should not exceed 10% of the total number of shares in issue, taking into account shares that have been acquired and shares that have been sold or cancelled. The minimum purchase price was set at € 5 per share, while the maximum purchase price was set at € 27.09 per share.

During 2004, the Bank acquired 3,171,780 treasury shares, sold 6,400,00 and cancelled 6,000,000. As a result, the number of treasury shares that the Bank holds as at 31.12.2004 is 92,739 shares (2003: 9,320,959) that represent 0.029% (2003: 2.95%) of share capital. The average purchase price is € 16.54 per share (2003: € 13.74).

Treasury Shares are deducted from Shareholders Equity in accordance with IFRS whereas according to Companies Act 2190/1920 these should be disclosed as a separate category of “Assets”.

€ '000

Total

7.2. Main shareholders

37.5%3.9%

No of Shares117,653,468

Company

7.3. Share Options

12,070,422

The Bank's main shareholders are:


€ '000

The Group's treasury shares are analysed as follows:

The Extraordinary General Meeting of the shareholders on 4.9.2002, approved the purchase of up to 31,331,034 treasury shares, taking into account shares in circulation as at 15.9.2002, which correspond to 10% of the total number of shares. The minimum purchase price was set at € 5 per share, while the maximum purchase price was set at € 27.09 per share.

7.3.3 - Program (2004-2006).The Annual General Meeting of the shareholders on 19 May 2003 approved a stock options scheme to members of the staff and the Boards of Directors of the group,under the condition that they will continue to provide their services to the group, at the time the options can be exercised. The options relate to 1,355,000 shares and can be exercised in December of2004 to 2006 at an exercise price of € 5.5 per share.

In accordance with the provisions of article 16 § 5 of Companies Act 2190/1920, the Extraordinary General Meeting of the shareholders held on 14.9.2001 approved the purchase of up to 20,712,479treasury shares, in addition to the shares that had already been purchased following the decision of the Annual General Meeting on 24.5.2000. The minimum purchase price was set at € 5 per sharewhereas the maximum purchase price was set at € 27.09 per share.

The Extraordinary General Shareholders Meeting as at 11.9.2003, has approved the purchase of up to 31,455,088 treasury shares, that correspond to 10% of the total number of shares of the Bank, atthe aforementioned date. The minimum purchase price was set at € 5 per share and the maximum purchase price was set at € 27.09 per share.

7.4. Treasury shares

7.3.4 - Program (2003-2005). The Annual General Meeting of the shareholders on 5 April 2004 approved a stock options scheme to members of the staff and the Board of Directors, employed by thegroup as at 31.12.2003. The options relate to 1,550,000 shares and can be exercised in December of the years 2005 until 2007 at an exercise price of € 9 per share.

Following the decision of the first reccuring Extraordinary General Meeting of the shareholders on 29.11.2004 the exercise period was extended by 1 year and a new price was set exclusively for theoptions that will be exercised during December 2004. Specifically, the beneficiaries were given the privilege to start exercising their options from December 2004 and therefore the price increased to €9.30 per share. Except for this, the decision of Annual General Meeting still applies.On 16.12.2004 stock options for 1,501,920 shares (listed in Athens Stock Exchange on 24.1.2005) were exersiced. As a result, there are currently options for 48,080 shares, which can be exercisedduring December 2005, 2006 and 2007.

2004 2003

EFG Life Insurance SAΕFG Eurobank Ergasias SA

EFG Property and Casualty Insurance SA

Following the decision of the Annual General Meeting on 5.4.2004, to distribute bonus shares to staff and cancellation of treasury shares, the Board of Directors decided on 15.11.2004 to adjust thenumber of unexercised options for the 2002-2004 program from 17,649 to 17,627 at the exercise price of € 7.97 per share. On 16.12.2004 stock options for 3,946 shares (listed in Athens StockExchange on 24.1.2005) were exercised. The unexercised options for 13,681 shares were cancelled due to lapse of the period within which they could be exercised.

Following the decision of the Annual General Meeting of the shareholders on 5.4.2004 to distribute bonus shares to staff and cancellation of treasury shares, the Board of Directors decided on15.11.2004, to adjust the number of unexercised options of the 2003-2005 program from 107,915 to 107,735 at the exercise price of € 6 per share. On 16.12.2004 stock options for 67,901 shares (listedin Athens Stock Exchange on 24.1.2005) were exercised. As a result, there are currently options for 39,834 shares, which can be exercised in December 2005.

Following the decision of the Annual General Meeting of the shareholders on 5.4.2004 to distribute bonus shares to staff and cancellation of treasury shares, the Board of Directors decided on15.11.2004, to adjust the number of unexercised options of the 2004-2006 program from 1,355,000 to 1,352,541 at the exercise price of € 5.51 per share. On 16.12.2004 stock options for 1,350,933shares (listed in Athens Stock Exchange on 24.1.2005) were exercised. As a result, there are currently options for 1,608 shares, which can be exercised in December of 2005 and 2006.

Following the decision of the Annual General Meeting of the shareholders on 19.5.2003 to distribute bonus shares to staff, the Board of Directors decided on 13.11.2003, to adjust the number ofunexercised options of the 2003-2005 program from 860,000 to 861,436 and the exercise price from € 6 to € 5.99. On 15.12.2003 stock options for 753,521 shares (listed in Athens Stock Exchange on20.1.2004) were exercised. As a result, there are currently options for 107,915 shares, which can be exercised in December of 2004 and 2005.

7.3.2 - Program (2003-2005). The Annual General Meeting of the shareholders on 22 April 2002 approved a stock options scheme to members of the staff and the group's Boards of Directors,employed by the group as at 31.12.2001, under the condition that they will continue to provide their services to the group, at the time of the stock options can be exercised. The options relate to 860,000shares and can be exercised in December of the years 2003 until 2005 at an exercise price of € 6 per share.

Following the decision of Annual General Meeting of 22.4.2002 to distribute bonus shares to staff, the Board of Directors decided on 7.11.2002, to adjust the number of unexercised options for the 2002-2004 program from 355,200 to 356,090 and the exercise price from € 8 to € 7.98. On 2.12.2002, stock options for 190,537 shares (listed in Athens Stock Exchange on 30.1.2003) were exercised.

7.3.1 - Program (2002-2004). The Annual General Meeting of the shareholders on 15 May 2001 approved a stock options program to the members of the staff and management, employed by the Bankas at 31.12.2000, under the condition that will continue to provide their services to the Bank at the time the share options can be exercised. The stock options relate to 355,200 shares and can beexercised in December of years 2002 to 2004 at an exercise price of € 8 per share.

Following the decision of the Annual General Meeting on 19.5.2003, to distribute bonus shares to staff, the Board of Directors decided on 13.11.2003, to adjust the number of unexercised options forthe 2002-2004 program from 165,553 to 165,970 and the exercise price from € 7.98 to € 7.96. On 15.12.2003 stock options for 148,321 shares (listed in Athens Stock Exchange on 20.1.2004) wereexercised. As a result, there are currently options for 17,649 shares, which can be exercised during December of 2004.

184,285,647314,009,537

58.6%

Page 11 of 12

2004 2003

(720) (1,451) 889 889

(1,117) (1,117) 1,547 1,547

580 580(171) (171)

(7,698) (7,698)(30,562) (30,562)(1,306) (1,306)(2,801) (2,801)

(148) (148)ΕFG HELLAS PLC 14 14

(193) (193)Autorental SA (99) (99)HELLAS ON LINE SA (8,194) (8,194)Banc Post S.A. (20,687) (14,228)

(8,863) (7,942)(196) (196)

Bulgarian Post Bank AD (21,408) (21,737)Be-Business Exchanges SA 121 (40)Quality Management Services SA - (94)BERBERIS INVESTMENT LTD (Guernsey) (7,833) (7,833)EFG Hellas (Cayman Islands) - - Intertrust Mutual Fund Management SA (62,587) - Global Fund Management SA 20 20

6,296 1,965Global Finance International - 4,331EFG Eurobank AD BEOGRAD 310 861Greek Progress Fund 5,160 - Dias AEEX 1,398 -

(158,248) (95,603)


7,424 7,364 7,053 7,0535,857 5,488 6,800 6,1592,095 2,095 104 -

213,135 204,967 156,603 149,630

Group Bank Group Bank13,934 13,175 1,851 858

(20,970) (13,405) (13,441) (11,993)(7,855) (8,101) (499) (578)

(14,891) (8,331) (12,089) (11,713)

1. Contigent Liabilities from guarantees and contractual obligations

Group Bank Group BankContigent Liabilities from guarantees and contractual obligations 37,846,983 37,689,546 24,557,298 24,588,150Total 37,846,983 37,689,546 24,557,298 24,588,150

Group Bank Group Bank56,576,483 52,210,368 49,592,600 45,307,166

657,671 269,742 277,049 276,96957,234,154 52,480,110 49,869,649 45,584,135

Group Bank Group Bank13,873,024 13,718,159 3,717,539 3,717,5399,033,404 8,739,271 4,647,238 4,647,238

576,516 155 4,873,385 4,168,36195,783 79,310 73,203 73,203

68,315 68,315 36,095 23,39523,647,042 22,605,210 13,347,460 12,629,736

4. Credit Memo Accounts

Group Bank Group BankCredit Memo Accounts 13,906,109 13,197,440 13,946,940 13,630,455


TotalVII. OFF BALANCE SHEET ITEMS

2. Items in custody and safekeeping

€ ’000 € ’000

The above amounts include mortgage loans securitised of nominal value € 750 mil, which were securitised by the Bank in June 2004 (L 3156/2003), through the special purpose company "Themeleion Mortgage Finance plc" incorporated in London. The respective company is not connected with the Bank and therefore is not included in the consolidated financial statements. The securitization resulted in the reduction of the outstanding balance of mortgage loans by € 750 mil.

Beneficiaries of securities in custody

Other commitments from bilateral agreements

€ ’000

€ ’000

Other beneficiaries

Letters of credit

Forward securities transactionsForeign currency swaps interest rate swaps and index options

Total

Extraordinary incomeExtraordinary expensesExtraordinary profit/(loss)

Other provisionsTotal

2. Extraordinary income, expenses and profit/(loss)

€ ’000 € ’0002004 2003

Provision for doubtful debtsProvision for general banking risksProvision for staff indemnity

€ ’000

Global Investment Finance SA

TELESIS Direct Consulting SA

Alico CEH/Balkan Holdings Limited

ELDEPA SA


Total

EFG Insurance Services SAEFG Private Bank (Luxembοurg) S.A.

EFG Telesis Finance SA

EFG Mutual Fund Management SAEFG Eurobank Ergasias Leasiing SA

2004 2003

2004 20033. Commitments from bilateral agreements

Total

Forward contracts in foreign currencies

€ ’000 € ’000

2004 2003€ ’000 € ’000

The above amounts include: a) letter of guarantee that the Bank issued in favor of EFG Ora Funding Limited, amounting to € 461 mil, for which the parent company of the Bank has guaranteed unconditionally and without the right of cancellation and b) letter of guarantee that the Bank issued in favor of EFG Ora Funding Limited II, amounting to € 355 mil, for which there is a pledged deposit of Private Financial Investment Holdings Limited.

€ ’000

2004 2003

8. Consolidation differencies

€ '000

EFG Life Insurance SA

Ergobank International Ltd

EFG Eurobank Properties SAEFG Property and Casualty Insurance SA

EFG Eurobank Securities SA

2003

VΙ. PROFIT AND LOSS ACCOUNT

1. Provisions for loans and advances, contingent liabillities and commitments2004

Page 12 of 12


28,318,958 27,007,497 24,240,671 23,716,7963,619,771 2,765,358 3,789,245 2,497,734

31,938,729 29,772,855 28,029,916 26,214,530

28,653,262 27,836,882 25,304,075 24,625,2093,285,467 1,935,973 2,725,841 1,589,321

31,938,729 29,772,855 28,029,916 26,214,530

4.2. TELESIS Investment Bank SA (Absorbed by EFG Eurobank Ergasias SA - Merger Balance Sheet of 31.12.2000).

4.3. ΤELESIS CAPITAL SA. (Absorbed by TELESIS Investment Bank SA-merger balance sheet of 10.4.2001)

4.8 Quality Management Services SA (Absorbed by EFG Eurobank Ergasias - merger balance sheet of 30.11.2003)The company has not been audited by the tax authorities since its establishment in 2001 and up to the merger balance sheet date of 30.11.2003.

Foreign currency balances in EURTotal

1. Turnover by geographical sector

The company has not been audited by the tax authorities since its establishment in 2000 and up to the merger balance sheet date of 31.12.2002.

During 2002 the tax audit for the fiscal years 1993 up to 2000 took place. The tax differences that arose were resolved via negotiated settlement.

4.1. EFG Eurobank Ergasias SA

2003

During 2003 a tax audit for the fiscal years 2000 and 2001 took place. The tax differences that arose were resolved via negotiated settlement.

Total

SOEL Reg. No 12111

It is certified that the above notes to the accounts, comprising of 12 pages, are the ones referred to in the audit report dated 24 February, 2005.

Antonis Papageorgiou

SOEL Reg. No11691

PricewaterhouseCoopers SA

Kyriakos Riris

5. Impact on financial statements due to application of IFRS for leasing companies

The Certified Auditors Accountants

THE CHIEF FINANCIAL OFFICER

Xenophon C. Nickitas

Paula N. Hadjisotiriou

6. Pending litigationsHad these balaces not been restated to comply with IFRS, current period’s profit would be lower by € 6.1 million (2003: € 7.4 million).

Dimitrios K. Mitrotolis

Nicholaos C. Nanopoulos

THE CHIEF ACCOUNTANT

8. Ultimate parent company

The ultimate parent company of the Bank is the Swiss financial institution "EFG BANK EUROPEAN FINANCIAL GROUP", located at 24 Quai du Seujet, 1211 Geneve 2, Switzerland. The financialstatements of the Bank are included in the parent company's consolidated financial statements.


THE CHAIRMAN OF THE BOARD OF DIRECTORS THE CHIEF EXECUTIVE OFFICER

7. Previous year's auditors The 2003 financial statements of EFG Eurobank Ergasias SA had been audited by PricewaterhouseCoopers SA (Certified Auditors Accountants: Mr K. Riris and Mr A. Papageorgiou). The relevant auditreports have been provided and published.

The Bank’s management and its legal advisors believe that the outcome of the pending legal cases, will not have a material effect on the financial statements of the Bank.

4.6 INVESTMENT DEVELOPMENT SA (Absorbed by EFG Eurobank Ergasias SA - merger balance sheet of 30.4.2003)

During 2003 the tax audit for the fiscal years 1999 up to 2001 took place. The tax differences that arose were resolved via negotiated settlement.4.4 Ergoinvestment SA (Absorbed by EFG Eurobank Ergasias SA - merger balance sheet of 7.11.2002)

Due to the application of IFRS instead of the requirements of Companies Act 2190/1920 in the consolidation of leasing companies, amounts due from customers appear increased by € 918.4 mil and fixed assets appear equally reduced (2003: Amounts due from customers appear increased by € 678.7 mil and fixed assets appear equally reduced). In addition, net interest income appears increased by 50.8 mil. (2003: € 44.4 mil.), other operating income appears reduced by € 227.7 mil.(2003: € 188.9 mil) and depreciation charge appears reduced by € 177.0 mil. (2003: € 149.4 mil.).

€ ’000

ΙΧ. OTHER INFORMATION

Of the aforementioned members, those who are actively involved in the bank's management owned as at 31.12.2004 762,410 of the Bank's shares (2003: 1,344,638 shares), 540,168 of the Bank'sstock options (2003: 547,003) and exercised their stock options for 1,071,889 (2003: 566,607).

2. Average number of employees

The total amount of loans granted by the Bank to members of management as at 31.12.2004 was € 6,2 mil.(2003: € 3,5 mil.)

The majority of the Bank's and group's turnover in 2004 relates to activities carried out in Greece.

Members who were not actively involved in management owned as at 31.12.2004 555,349 of the Bank's shares (2003: 614,317 shares).

The last tax audit was carried out in 2003 and covered the fiscal years from 1992 up to 1997. No tax differences arose.

The last regular tax audit was carried out in 2001 and covered the fiscal years from 1997 to 1998. The tax differences that arose were resolved via negotiated settlement.

The last regular tax audit was carried out in 1999 and covered the fiscal years from 1993 to 1998. The tax differences that arose were resolved via negotiated settlement. The period from 1.1.1999 untilthe merger balance sheet date (10.4.2001) on which it merged with Telesis Bank and Investment SA, was audited in November 2004 (L 3259/2004).

4.5 B42 (Absorbed by Τράπεζα EFG Eurobank Ergasias SA- merger balance sheet of 30.4.2003)

4.7 UNITBANK SA (Absorbed by EFG Eurobank Ergasias SA-merger balance sheet of 31.12.2002)

The average number of employees of the Bank was 6,722 in 2004(2003: 6,876), while the average number of employees of the group (i.e. of the companies that are fully consolidated) in the sameperiod was 13,720 (2003: 12,304).3. Directors' remuneration

In 2004, the remuneration of management and directors amounted to € 5.4 mil. (2003: € 5.6 mil), of which € 0.7 mil (2003: € 0.6) to non-executive members of the Board of Directors.

4. Taxation issues

Foreign currency balances in EUR

AssetsBalances in EUR

Balances in EURLiabilities

€ ’000

VIIΙ. Assets and liabilities analysed in local and foreign currency2004

Documents

Report of the Directors 2004 FINAL 2 - Bourse eurobank ergasias s.a. report of the board of directors on the financial statements for the year 2004 page 1 of 7 ... of efg eurobank