E325,000,000 EFG Fiduciary Certificates

Issued on a fiduciary basis by Banque de Luxembourg (incorporated as a société anonyme with limited

liability in the Grand Duchy of Luxembourg and registered with the Luxembourg trade and companies

register under number RC B 5310)

For the purposes of subscribing for

325,000 Preferred Non-voting Class B Bons de Participation in EFG Private Bank SA

and

325,000 Preferred Non-voting Class B Shares in EFG Finance (Guernsey) Limited, awholly-owned subsidiary of EFG Private Bank SA

Issue price: 100 per cent.

The EFG Fiduciary Certificates (the Certificates) are issued on a fiduciary basis by Banque de Luxembourg, a public limited liability company(société anonyme) incorporated under the laws of the Grand Duchy of Luxembourg (the Fiduciary). All references in this Offering Circular to theCertificates being issued by the Fiduciary shall be understood to mean that the Certificates are being issued by the Fiduciary on a fiduciary basis.

With the proceeds of the issue of the Certificates, the Fiduciary will, in its own name, on a fiduciary basis, but at the sole risk and for theexclusive benefit of the holders of the Certificates (the Certificateholders), acquire 325,000 Class B Bons de Participation (the Bons deParticipation) issued by EFG Private Bank SA (the Bank) and 325,000 Class B Shares (the Class B Shares) issued by EFG Finance (Guernsey)Limited (EFG Finance), a wholly-owned subsidiary of the Bank.

The Certificates will together evidence the existence of a fiduciary contract governed by the Luxembourg Law dated 27th July, 2003 relating totrust and fiduciary contracts (the Trust and Fiduciary Contracts Law 2003) between the holder thereof and the Fiduciary. The Fiduciary isonly obliged to make payment to the Certificateholders when, as, if, and to the extent that it receives payment under the Bons de Participationand the Class B Shares. The Certificates do not constitute direct debt obligations of the Fiduciary. By subscribing to, or acquiring, theCertificates, the Certificateholders shall be deemed to have acknowledged and agreed that the Fiduciary’s payment obligations under theCertificates are conditional upon the due performance by the Bank and EFG Finance of their obligations under the Bons de Participation andthe Class B Shares respectively.

Subject as provided above, distributions will accrue from and including 10th November, 2004 (the Distribution Commencement Date) andwill be payable in arrear on 10th November, 2005 and thereafter will be payable semi-annually in arrear on 30th April and 30th October in eachyear (each a Distribution Payment Date) – see “Conditions of the Certificates – Distributions”.

The Certificates shall be redeemed, in whole but not in part, by the Fiduciary at any time following the repurchase by and transfer to the Bankor a person designated by the Bank (a Permitted Transferee) of all of the Bons de Participation and the repurchase by EFG Finance or thetransfer to the Bank or a Permitted Transferee of the Class B Shares. Upon the occurrence of such redemption or transfer, as the case may be,each Certificateholder will receive a pro rata share of the amounts received by the Fiduciary in respect of the repurchase or transfer (as the casemay be) of the Bons de Participation and the repurchase of the Class B Shares.

The Certificates are expected to be assigned on issue a rating of Baa1 by Moody’s Investors Services, Inc. and BBB+ by Fitch Ratings Limited.

See “Investment Considerations” for a discussion of certain factors that should be considered by prospective investors.

Application has been made to list the Certificates on the Luxembourg Stock Exchange. This Offering Circular may only be used for the purposesfor which it has been published. The Certificates will not be publicly offered in the Grand Duchy of Luxembourg. The Offering Circular willconstitute listing particulars for the purposes of the listing rules of the Luxembourg Stock Exchange.

The Certificates will initially be represented by a temporary global certificate (the Temporary Global Certificate), without interest coupons ortalons, which will be deposited on or about 10th November, 2004 (the Closing Date) with a common depositary for Euroclear Bank S.A./N.V.,as operator of the Euroclear System (Euroclear) and Clearstream Banking, société anonyme (Clearstream, Luxembourg). Interests in theTemporary Global Certificate will be exchangeable for interests in a permanent global certificate (the Permanent Global Certificate and,together with the Temporary Global Certificate, the Global Certificates), without interest coupons or talons, on or after (the Exchange Date),upon certification as to non-U.S. beneficial ownership. Interests in the Permanent Global Certificate will be exchangeable for definitiveCertificates only in certain limited circumstances -see “Summary of Provisions relating to the Certificates while represented by the Global Certificates”.

Joint Bookrunners

EFG Eurobank Ergasias HSBC Lehman BrothersSole Structuring Advisor

Co-Lead Managers

Alpha Bank Credit Suisse First BostonDeutsche Bank Emporiki Bank Greek Postal Savings BankMerrill Lynch International National Bank of Greece SA UBS Investment Bank

The date of this Offering Circular is 9th November, 2004.

Subject as set out below, each of the Bank and EFG Finance, having made all reasonable enquiries, confirmsthat this Offering Circular contains or incorporates all information which is material in the context of theCertificates, that the information contained or incorporated in this Offering Circular is true and accurate inall material respects and is not misleading, that the opinions and intentions expressed in this OfferingCircular are honestly held and that there are no other facts the omission of which would make this OfferingCircular or any of such information or the expression of any such opinions or intentions misleading. Subjectas set out below, each of the Bank and EFG Finance accepts responsibility accordingly. The Fiduciaryaccepts responsibility for the information contained in the first paragraph of the section entitled “TheFiduciary and the Fiduciary Contract” but has not separately verified, and accordingly does not acceptresponsibility for any other information contained in this Offering Circular.

No person has been authorised to give any information or to make any representation other than thosecontained in this document in connection with the offering of the Certificates and, if given or made, suchinformation or representations must not be relied upon as having been authorised by EFG Finance, the Bank,the Fiduciary or the Managers (as defined under “Subscription and Sale” below). Neither the delivery of thisdocument nor any sale made hereunder shall, under any circumstances, constitute a representation or createany implication that there has been no change in the affairs of the Fiduciary, EFG Finance, or the Bank sincethe date hereof. This document does not constitute an offer of, or an invitation by, or on behalf of, theFiduciary, EFG Finance, the Bank or the Managers to subscribe for, or purchase, any of the Certificates. Thisdocument does not constitute an offer, and may not be used for the purpose of an offer to, or a solicitationby, anyone in any jurisdiction or in any circumstances in which such an offer or solicitation is not authorisedor is unlawful.

The Managers have not separately verified the information contained herein. Accordingly, no representation,warranty or undertaking, express or implied, is made and no responsibility or liability is accepted by theManagers as to the accuracy or completeness of the information contained in this Offering Circular or anyother information provided by the Fiduciary, EFG Finance, or the Bank in connection with the Certificates,the Bons de Participation or the Class B Shares or their distribution.

The Managers and the Fiduciary make no representation, warranty or undertaking, express or implied andaccept no responsibility or liability in respect of the legality, validity or enforcement of the Bons deParticipation or the Class B Shares, the performance and observance by the Bank and EFG Finance of theirobligations in respect of the Bons de Participation and the Class B Shares, respectively or the recoverabilityof any monies due or to become due thereunder.

This Offering Circular is not intended to provide the basis of any credit or other evaluation and should notbe considered as a recommendation by the Fiduciary, EFG Finance, the Bank or the Managers that anyrecipient of this Offering Circular should purchase any of the Certificates. Each investor contemplatingpurchasing Certificates should make its own independent investigation of the financial condition and affairs,and its own appraisal of the creditworthiness, of the Fiduciary, EFG Finance and of the Bank.

The Certificates have not been and will not be registered under the United States Securities Act of 1933, asamended (the Securities Act) and are subject to U.S. tax law requirements. Subject to certain exceptions, theCertificates may not be offered, sold or delivered within the United States or to U.S. persons. For a furtherdescription of certain restrictions on the offering and sale of the Certificates and on distribution of thisdocument, see "Subscription and Sale" below.

IN CONNECTION WITH THE ISSUE OF THE CERTIFICATES, LEHMAN BROTHERSINTERNATIONAL (EUROPE) OR ANY PERSON ACTING FOR IT MAY OVER-ALLOT OREFFECT TRANSACTIONS WITH A VIEW TO SUPPORTING THE MARKET PRICE OF THECERTIFICATES AT A LEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISE PREVAILFOR A LIMITED PERIOD. HOWEVER THERE MAY BE NO OBLIGATION ON LEHMANBROTHERS INTERNATIONAL (EUROPE) OR ANY AGENT OF IT TO DO THIS. SUCHSTABILISING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME AND MUST BEBROUGHT TO AN END AFTER A LIMITED PERIOD ENDING NOT LATER THAN 30 DAYSAFTER THE CLOSING DATE.

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All references in this document to CHF are to the currency of Switzerland and to euro and E are to thecurrency introduced at the start of the third stage of European economic and monetary union pursuant to theTreaty establishing the European Community (signed in Rome on 25th March, 1957), as amended.

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CONTENTS

Page

Investment Considerations............................................................................................................ 5

Summary of the Transaction Structure ........................................................................................ 8

Terms and Conditions of the Certificates .................................................................................... 16

Summary of Provisions Relating to the Certificates While Represented by the Global Certificates ................................................................................................................................ 26

Use of Proceeds ............................................................................................................................ 28

Description of the Bons de Participation...................................................................................... 29

Description of the Class B Shares ................................................................................................ 36

Description of Bons de Participation Agreement ........................................................................ 39

Description of the Class B Shares Agreement.............................................................................. 43

The Fiduciary and the Fiduciary Contract .................................................................................... 47

EFG Finance ................................................................................................................................ 49

EFG Private Bank SA .................................................................................................................. 51

Taxation ........................................................................................................................................ 61

Subscription and Sale.................................................................................................................... 65

General Information...................................................................................................................... 67

Appendix

Unconsolidated Financial Statements of the Bankfor the years ended 31st December, 2002 and 31st December, 2003 ...................................... F-1

Consolidated Financial Statements of the Groupfor the years ended 31st December, 2002 and 31st December, 2003 ...................................... F-9

Unconsolidated Interim Balance Sheet of the Bank (unaudited)as at 30th June, 2004 ................................................................................................................ F-28

Unconsolidated Income Statement of the Bank (audited) for the six months ended 30th June, 2004 ................................................................................ F-29

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INVESTMENT CONSIDERATIONS

Prospective investors should carefully consider the following information in conjunction with the otherinformation contained in this Offering Circular.

No payment obligations of the Fiduciary

The Certificates do not constitute direct debt obligations of the Fiduciary. The Fiduciary’s paymentobligations in respect of each Certificate are conditional upon the due performance by the Bank and EFGFinance of their obligations under the Bons de Participation and the Class B Shares respectively.

In the event that the Bank and/or EFG Finance fail in whole or in part to make payments when suchpayments are due and payable under the Bons de Participation or the Class B Shares respectively, theFiduciary will not be obliged to make good any shortfall from its own funds and will not be obliged to makeany payments to the Certificateholders. The Fiduciary assumes no responsibility with regard to the financialcondition of the Bank or EFG Finance or the legality or enforceability of the Bons de Participation or theClass B Shares. The Fiduciary’s rights under the Bons de Participation and the Class B Shares are fiduciaryassets of the Fiduciary and are held solely at the risk and for the account of the Certificateholders. Under theterms and conditions of the Certificates and the Fiduciary Contract, the Fiduciary has extremely restricteddisclosure obligations to the Certificateholders and is liable only in very limited circumstances. TheCertificateholders, by accepting any Certificates, have agreed to all the provisions of the fiduciary contractapplicable to it and of this section “Investment Considerations”.

Limited Recourse

The entitlement of holders of the Certificates to receive payments in respect of the Certificates is entirelydependent upon the receipt by the Fiduciary of dividends (if any) and/or liquidation, redemption and/or otherproceeds (if any) that the Fiduciary receives from its investment in the Bons de Participation and the ClassB Shares. Holders of the Certificates do not possess directly enforceable rights, whether by way of a securityinterest or otherwise, in relation to the Bons de Participation and the Class B Shares themselves. Apart fromthe dividends (if any) and/or liquidation, redemption and/or other proceeds (if any) in respect of the Bons deParticipation and the Class B Shares, none of the other assets or sources of revenue of EFG Finance or theBank are available to satisfy payment obligations under the Certificates.

The Fiduciary is not required to request, control or demand any information or document issued by orrelating to the Bank and/or EFG Finance, nor seek any remedy nor take any enforcement action inconnection with the Bons de Participation or the Class B Shares unless requested to do so by theCertificateholders and duly indemnified therefor all as more fully explained in the section “Terms andConditions of the Certificates” below.

Multiple Credit Risk

Holders of the Certificates will be assuming credit risk in relation to both EFG Finance and the Bank.Accordingly, holders of the Certificates may suffer direct and materially adverse consequences, including,but not limited to, non-payment of distributions on the Certificates, in circumstances where the financialcondition of the Bank and/or EFG Finance deteriorates.

Distributions Non-Cumulative

Dividend payments on the Bons de Participation and the Class B Shares are non-cumulative. Accordingly,distributions on the Certificates are also non-cumulative and will be paid on each Distribution Payment Datesolely out of dividends received by the Fiduciary from its investment in the Bons de Participation and theClass B Shares. If a dividend is not paid on the Bons de Participation or the Class B Shares in respect of anygiven dividend period, no corresponding distribution will be due and payable under the Certificates for the

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corresponding distribution period even if payments of dividends under the Bons de Participation or the ClassB Shares respectively are resumed at a later date.

Distributions Subject to Approval by the Shareholders of the Bank and the Board of Directors ofEFG Finance

Distributions under the Certificates (including payment of additional amounts) are subject to dividends beingdeclared and paid on the Bons de Participation and/or the Class B Shares. Any declaration of dividends(including payment of additional amounts) on the Bons de Participation or the Class B Shares is at the fulldiscretion of the Bank’s Annual General Meeting which decides upon recommendations of the Board ofDirectors of the Bank and, as the case may be, the approval of the Board of Directors of EFG Finance. TheBank’s Annual General Meeting can only approve a dividend to the extent that the Bank has distributableprofits and distributable reserves, and that the declaration of the dividend does not lead to a breach ofapplicable capital adequacy or liquidity regulations. In addition, the Board of Directors of EFG Finance canonly declare a dividend on the Class B Shares to the extent that EFG Finance has distributable profits anddistributable reserves. The proceeds from the issue of the Bons de Participation and the Class B Shares willbe part of the nominal capital and the general reserves of the Bank, as well as of the nominal capital of EFGFinance, and as such, do not form part of the distributable reserves of the Bank or of EFG Finance.

Perpetual Nature of the Certificates

The Certificates have no fixed final redemption date and holders of the Certificates have no rights to redeemthe Certificates. Although the Fiduciary shall redeem the Certificates in the prescribed circumstances as setout in Condition 4 of the Certificates, holders of the Certificates should nevertheless be aware that they maybe required to bear the financial risks of an investment in the Certificates for an indefinite period of time.

No Limitation on Senior or Pari Passu Ranking Securities

Neither EFG Finance nor the Bank is prohibited from issuing or guaranteeing other securities ranking paripassu with or senior to their obligations under the Class B Shares or the Bons de Participation respectively.

Subordinated nature of claims

In the event that the Bank is liquidated, the rights of the Fiduciary as holder of Bons de Participation in theBank would rank junior to all liabilities of the Bank to its creditors (including, without limitation, depositorswith, and general creditors and subordinated debt holders of, the Bank) as well as to claims of holders ofsecurities issued by the Bank which rank senior to the Bons de Participation. The Bons de Participation andthe Class B Shares currently rank in priority only to all other classes of share capital of the Bank and EFGFinance respectively. Consequently, the assets of the Bank would be available to the Fiduciary in respect ofits holding of Bons de Participation to satisfy the obligations of the Fiduciary under the Certificates onlyafter all payments had been made in full in respect of such liabilities and claims and as a result, any suchassets might only be available to the Fiduciary after a long delay. In the event that EFG Finance is woundup, liquidated or dissolved, the rights of the Fiduciary as holder of Class B Shares in EFG Finance wouldrank junior to all liabilities of EFG Finance to its creditors as well as to claims of holders of seniorindebtedness incurred by EFG Finance. Consequently, the assets of EFG Finance would be available to theFiduciary in respect of its holding of Class B Shares to satisfy the obligations of the Fiduciary under theCertificates only after all payments had been made in full in respect of such liabilities and claims and as aresult, any such assets might only be available to the Fiduciary after a long delay.

Absence of prior public markets

Prior to the issue of the Certificates there will have been no public market for the Certificates. Althoughapplication has been made for the Certificates to be admitted to official listing on the Luxembourg StockExchange, there can be no assurance that an active secondary market for the Certificates will develop and,

if such a market were to develop, the Managers are under no obligation to maintain such a market and noassurance can be given as to whether such a market will be liquid or whether the market will continue forthe life of the Certificates. The liquidity and market price of the Certificates can be expected to vary withchanges in market and economic conditions, the financial condition and prospects of the Bank and of EFGFinance and other factors that generally influence the market prices of securities.

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SUMMARY OF THE TRANSACTION STRUCTURE

The following paragraphs contain a brief overview of the most significant features of the transactionstructure. This overview is necessarily incomplete and investors are urged to read carefully the entireSummary and the full content of the Offering Circular for a more precise description of the Certificates andthe information concerning the transaction, the Bank, EFG Finance and the Fiduciary, and the agreementsbetween them.

The Fiduciary proposes to issue 325,000 Certificates on a fiduciary basis. With the proceeds of issue of theCertificates the Fiduciary will acquire 325,000 Class B Bons de Participation issued by the Bank and willalso acquire 325,000 Class B Shares issued by EFG Finance, a Guernsey incorporated wholly-ownedsubsidiary of the Bank.

Each Certificate represents a pro rata interest in the Bons de Participation issued by the Bank and a pro ratainterest in the Class B Shares issued by EFG Finance.

The terms and conditions of the Certificates provide that the Fiduciary is only obliged to make payments inrespect of the Certificates when, if, and to the extent that, payments are made by the Bank under the Bonsde Participation or by EFG Finance under the Class B Shares.

Subject to the limitations on Dividends as further described below, the distribution amount to be paid to theCertificateholders for the first year will be 6.50% per annum. For all subsequent years, the Dividends willbe calculated for each semi-annual period to be the lesser of (i) the aggregate of the 10 yr EUR Swap Rateplus 0.25% per annum and (ii) 8% per annum.

Under present Guernsey law and based on a ruling obtained from the Swiss Federal Tax Administration, allDividend payments in respect of the Class B Shares can be made without withholding or deduction for anytaxes, duties, assessment or governmental charges of whatever nature.

EFG Finance (Guernsey) Limited

Investors

Cash Flows at each dividend payment date from EFG Finance and/or the Bank

Cash Flows at inception

EFG Private Bank SA Switzerland

Fiduciary

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SUMMARY OF THE FIDUCIARY CERTIFICATES

Issuer (on a Fiduciary Basis) Banque de Luxembourg, acting as Fiduciary Agent, a société anonymeincorporated in Luxembourg acting on a fiduciary basis underLuxembourg law

Ultimate Issuers EFG Private Bank SA, Switzerland and EFG Finance (Guernsey) Limited

Each fiduciary certificate represents a pro rata interest in the Bons deParticipation issued by the Bank and a pro rata interest in the Class BShares issued by EFG Finance

Securities Issued 325,000 Fiduciary Certificates

Principal Amount A 325 million

Nominal Amount A 1,000 per Certificate.

Issue Price 100 per cent.

Issue Date 10th November, 2004.

Maturity The Certificates are perpetual securities.

Fiduciary Obligations The sole obligation of the Fiduciary to the Certificateholders will be toaccount to the holders of Certificates for such payments by the Bank madein relation to the Bons de Participation or by EFG Finance in relation tothe Class B Shares when, as and if actually received by or for the accountof the Fiduciary. The rights of the Fiduciary under the Bons deParticipation and the Class B Shares are fiduciary assets of the Fiduciaryand will be held solely for the account of the Certificateholders.

The Certificates do not constitute direct debt obligations of the Fiduciarybut instead shall evidence the existence of a fiduciary contract pursuant towhich the Certificateholders shall be deemed to have acknowledged andagreed that the Fiduciary’s payment obligations under the Certificates areconditional upon the due performance by the Bank of its obligations underthe Bons de Participation and by EFG Finance of its obligations under theClass B Shares.

Bons de Participation The 325,000 preferred non-voting class B bons de participation issued byEFG Private Bank SA.

Class B Shares The 325,000 preferred non-voting class B shares issued by EFG Finance.

Form The Certificates will initially be represented by a temporary globalcertificate in bearer form without coupons attached which will bedeposited on the Closing Date with a common depositary. The temporaryglobal certificate will be exchangeable for a permanent global certificatein bearer form without coupons attached upon certification as to non-USbeneficial ownership of the Certificates. In certain limited circumstancesthe permanent global certificate will be exchangeable for definitiveCertificates with coupons and talons attached.

Non-Principal Distributions The Certificateholders will be entitled to dividend payments on the Bonsde Participation and on the Class B Shares (Dividends) but only to theextent any such dividend payments are received by the Fiduciary; alldeclarations of Dividends on the Bons de Participation and on the Class BShares remain at all times at the full discretion of the Bank’s Annual

Nature of FiduciaryCertificates

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General Meeting (AGM) and, as the case may be, the board of directors ofEFG Finance.

Following and subject to the approval of the Dividends by the year 2005AGM and, as the case may be, the general meeting of shareholders of EFGFinance, the first approved Dividend payment will occur one year after theClosing Date, i.e., on 10th November 2005. Thereafter, following andsubject to the annual approval of the Dividend by the AGM and, as thecase may be, the board of directors of EFG Finance, the approvedDividend payments will take place semi-annually on 30th April and 30thOctober each year commencing on 30th April, 2006.

Principal Distribution The Certificateholders will be entitled to principal distributions on theBons de Participation and the Class B Shares (if and when the Bank, or aPermitted Transferee, elects to acquire, in whole but not in part, the Bonsde Participation and the Class B Shares, or in case of liquidation).

Fiscal and Paying Agent The Bank of New York

If the Bank, or a Permitted Transferee, elects to acquire in whole but notin part, the Bons de Participation and the Class B Shares under theconditions set out below, the Fiduciary Certificates will be redeemed forsuch amounts as the Bons de Participation and Class B Shares arerepurchased.

Redemption Date If the Bons de Participation and Class B Shares are repurchased by theBank, or purchased by a Permitted Transferee, the Certificates will beredeemed on such date as the Bons de Participation and Class B Shares arerepurchased.

The Certificateholders will, under no circumstances, be able to claimdirect legal ownership or possession of the Bons de Participation or theClass B Shares.

Enforcement Rights Upon a payment default of any amount by EFG Finance or the Bank, theFiduciary may seek, at any time at its discretion and without notice, anyremedy available to it under applicable law. It shall only be bound to seekany such remedy in limited circumstances as more fully set out hereafter.Any action of the Fiduciary shall always be subject to full priorindemnification to the Fiduciary. If the Fiduciary becomes obliged to takelegal action, and has failed to take such legal action within a reasonabletime, then the Certificateholders may be entitled, subject to certainconditions, to institute in the Fiduciary’s place those legal actions that theFiduciary was entitled to initiate.

If the Fiduciary is required to withhold or deduct amounts payable underthe Certificates on account of tax, the Fiduciary will not, unless it receivesfunds from the Bank or EFG Finance to do so, gross up those amounts sothat the Certificateholders receive the full amounts payable.

Listing Application has been made to list the Certificates on the LuxembourgStock Exchange

Notices As required by the Luxembourg Stock Exchange

Governing Law Luxembourg Law and in particular the law of 27th July, 2003 relating totrust and fiduciary contracts

Jurisdiction District Court of Luxembourg

Payment of AdditionalAmounts

No Claim on Bons deParticipation or Class BShares

Redemption of theCertificates

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Clearing The Certificates will be accepted for clearance and settlement throughEuroclear and Clearstream, Luxembourg. It is expected that delivery ofthe interests in the Certificates will be made through the facilities ofEuroclear and Clearstream, Luxembourg, against payment therefore inimmediately available funds, on or about the Closing Date.

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SUMMARY OF THE BONS DE PARTICIPATION

Securities Issued Preferred non-voting class B bons de participation

Issuer EFG Private Bank SA

Issue Details Issue of 325,000 Bons de Participation of CHF 15 nominal value each,fully paid-up at the date of issue. Subscription price per Bon deParticipation of A999.99 (the Subscription Price), payable on the ClosingDate.

Maturity The Bons de Participation are perpetual securities and have no fixedmaturity date.

Capital Ranking Core Tier I

Fiduciary Agent The Bons de Participation will be held by the Fiduciary, Banque deLuxembourg, who will issue Certificates to the investors.

The Fiduciary acts in its own name but for the benefit of and at the risk ofthe Certificateholders.

Dividend Payments Preferential dividend payments calculated on a fixed and/or floating ratebasis at the rates and in the amounts further described below. Followingand subject to the approval of the Dividend by the Annual GeneralMeeting of the Bank in 2005, the first approved Dividend payment willoccur one year after the Closing Date, i.e., on 10th November 2005.Thereafter, following and subject to the annual approval of the Dividendby the Annual General Meeting of the Bank, the approved Dividendpayments will take place semi-annually on 30th April and 30th October ineach year commencing on 30th April, 2006.

Where Dividend payments become subject to non-refundable deductionsor non-refundable retentions of tax or duties, the Annual General Meetingof the Bank can, at its full discretion, approve a Dividend increased by anamount sufficient to make up for the withheld taxes and/or duties. Anydeclaration of the Dividend on Bons de Participation is at the fulldiscretion of the Annual General Meeting of the Bank which decides uponrecommendation of the Board of Directors.

The Dividend shall comply with the Bank’s Articles of Association, theprovisions of the relevant articles of the Swiss Code of Obligations, theSwiss Banking Law and any other relevant regulations to which the Bankis subject. This, among others, means that no Dividend shall be declaredshould there be no distributable profits and no distributable reserves at theBank, or should such Dividend declaration or payment lead to a breach ofthe applicable capital adequacy or liquidity regulations. The proceedsfrom the issue of the Bons de Participation (including the SubscriptionPrice) will be part of the nominal capital and the general reserves of theBank, and as such, do not form part of the distributable reserves of theBank.

The Dividends are non-cumulative, i.e., if the Annual General Meeting ofthe Bank does not declare a Dividend in any period, then the entitlementof the holders of Bons de Participation to such Dividend shall lapse.

The Bank will undertake all reasonable endeavours that a proposal issubmitted to its Board of Directors to recommend to the Annual General

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Meeting of the Bank to declare or authorise a Dividend subject to the Bankbeing in compliance with the limitations set out above.

Loss Absorption The share premium (i.e. Subscription Price minus Nominal Value) paid bythe holder of Bons de Participation will increase the Bank’s general legalreserves by an equivalent amount. The Nominal Value of CHF 4,875,000paid by the holders of Bons de Participations will increase the Bank’snominal share capital by an equivalent amount. Future losses of the Bankwill be absorbed on a going-concern basis first by the distributablereserves, then by the general legal reserves and then by the nominal sharecapital, all in accordance with the conditions defined in the relevantarticles of the Swiss Code of Obligations and the Swiss Banking Law.

Subject to the prior approval of or clearance by the Swiss Federal BankingCommission, the Bank may, on 30th April, 2010 and on every dividendpayment date thereafter, at its entire discretion, elect to acquire, or procurethe acquisition by a Permitted Transferee of the Bons de Participation, inwhole but not in part, at the Subscription Price of A999.99 per Bon deParticipation and subsequently either:

(a) convert the so acquired Bons de Participation into bons de participationthat have different terms and then transfer back or sell such amended bonsde participation to the same or to different investors; or

(b) convert the Bons de Participation into common shares and then transferback or sell such common shares to the same or to different investors; or

(c) proceed with any other action as it may consider appropriate, subject tothe prior approval of or clearance by the Swiss Federal BankingCommission.

In the event of a conversion into common shares, the Bons de Participationshall be converted into ordinary common shares that, at market value,make up for the initial Nominal Value and Share Premium in the Euroequivalent amount (as fixed on the Closing Date) of the Bons deParticipation.

The acquisition by the Bank or by a Permitted Transferee of the Bons deParticipation and the subsequent actions set out above shall comply withthe provisions of the relevant articles of the Swiss Code of Obligations.

Liquidation of the Bank In case of liquidation of the Bank, holders of the Bons de Participation willbe entitled to a dividend on liquidation proceeds in the amount of A999.99per Bon de Participation paid out of available net assets (i.e., assets leftafter payment of all liabilities, including senior and subordinated claims);any excess will then be paid to the holders of common shares and non-voting class A shares.

Transfer Restrictions The Bons de Participation are not transferable to any other party other thanto the Bank or to a Permitted Transferee.

The Fiduciary and the Certificateholders shall have no preferentialsubscription rights in connection with the Bons de Participation.

SwissGoverning Law andJurisdiction

Waiver of PreferentialSubscription Rights

Conversion into other Bonsde Participation orConversion into CommonShares

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SUMMARY OF CLASS B SHARES

Securities Issued Non-voting class B Shares with A0.01 nominal value per Share

Issuer EFG Finance (Guernsey) Limited.

Issue Details Issue of 325,000 Class B Shares A0.01 nominal value each at an issue priceof A0.01 per Class B Share.

Maturity The Class B Shares are perpetual securities and have no fixed maturitydate

Dividend Payments Preferential dividend payments calculated on a fixed and/or floating ratebasis at the rates and in the amounts further described below. Followingand subject to the annual approval of the Dividend by the 2005 AnnualGeneral Meeting of the Bank and by the resolution of the board ofdirectors of EFG Finance, the first approved Dividend payment will occurone year after the Closing Date, i.e., on 10th November 2005. Thereafter,following and subject to the annual approval of the Dividend by theAnnual General Meeting of the Bank and by the resolution of the board ofdirectors of EFG Finance, the approved Dividend payments will take placesemi-annually on 30th April and 30th October in each year, commencingon 30th April, 2006.

Any declaration of the Dividend on Class B Shares in EFG Finance, asubsidiary of the Bank, requires an affirmative vote of the Annual GeneralMeeting of the Bank which has full discretion and decides uponrecommendations of the Board of Directors of the Bank. Only in case theAnnual General Meeting of the Bank votes in favour of a Dividend onClass B Shares of EFG Finance, the board of directors of EFG Financemay declare the Dividend on the Class B Shares of EFG Finance. As aresult, any Dividend payment on the Class B Shares of EFG Finance issubject to prior approval by the Annual General Meeting of the Bank.

If Dividend payments become subject to non-refundable deductions ornon-refundable retentions of tax or duties, the Annual General Meeting ofthe Bank can, at its full discretion and subject to subsequent affirmation bya resolution of the board of directors of EFG Finance, approve a Dividendincreased by an amount sufficient to make up for the withheld taxes and/orduties.

The Dividend shall comply with the provisions of the Memorandum andArticles of Association of EFG Finance and the relevant provisions of theCompanies (Guernsey) Law 1994-1996 and any other relevant regulationsto which EFG Finance may be subject, including any applicable laws andregulations were the Bank to declare such Dividend. This, among others,means that no Dividend shall be declared should there be no distributableprofit and no distributable reserves at the Bank or EFG Finance, or shouldsuch Dividend declaration or payment lead to a breach of the applicablecapital adequacy or liquidity regulations. The proceeds from the issue ofthe Bons de Participation and the Class B Shares will be part of thenominal capital and the general reserves of the Bank, as well as thenominal capital of EFG Finance, and as such, do not form part of thedistributable reserves of the Bank or of EFG Finance.

The Dividends are non-cumulative, i.e., if the Annual General Meeting ofthe Bank does not authorise a Dividend or if the board of directors of EFG

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Finance does not declare a Dividend in any period, then the entitlement ofthe holders of Class B Shares to such Dividend shall lapse.

If the Bank elects to acquire all but not part of the Bons de Participation inaccordance with the terms and conditions of the Certificates the Fiduciarywill be obliged to offer back to EFG Finance all the Class B Shares that itholds and EFG Finance will be obliged to redeem such shares. Class BShares may be repurchased by EFG Finance or by the Bank or by aPermitted Transferee on 30th April, 2010 or on any dividend payment datethereafter against payment of Euro 0.01 per Class B Share.

Transfer Restrictions The Class B Shares may not be transferred to any person other than theholder of the majority of the ordinary shares of EFG Finance then in issueor to such third party as such holder may designate.

Liquidation of EFG Finance In case of liquidation of EFG Finance, holders of the Class B Shares willbe entitled to the first A3,250 paid out of available net assets (i.e., assetsleft after payment of all debts, including senior and subordinated claims);any excess will then be paid to the holders of Class A shares of EFGFinance

GuernseyGoverning Law andJurisdiction

Repurchase of Class BShares

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TERMS AND CONDITIONS OF THE CERTIFICATES

The following is the text of the Terms and Conditions of the Certificates which (subject to modification) willbe incorporated by reference into the Global Certificates and will be endorsed on each Certificate indefinitive form.

By subscribing to or otherwise acquiring the Certificates, the Certificateholders are deemed to haveknowledge of all the provisions relating to the Bons de Participation and the Class B Shares (including,without limitation, the Bons de Participation Terms and the Class B Shares Terms, as such terms are definedin Condition 1.3 below) and the Fiduciary Contract including the terms and conditions of the Certificatesand to expressly accept such provisions.

1. GENERAL

1.1 The 325,000 Fiduciary Certificates (the Certificates) of A1,000 each (the Nominal Amount) areissued by Banque de Luxembourg (the Fiduciary), on a fiduciary basis, in its own name but on behalfand for the sole risk and for the exclusive benefit of the holders of the Certificates (theCertificateholders). The Certificates are issued with the benefit of a fiscal agency agreement (theFiscal Agency Agreement) dated 10th November, 2004 (the Closing Date) between the Fiduciary,The Bank of New York (the Fiscal Agent and the Principal Paying Agent), EFG Private Bank SA(the Bank), EFG Finance (Guernsey) Limited (EFG Finance) and the other agents named therein.Copies of the Fiscal Agency Agreement are available during normal business hours and uponreasonable notice at the offices of the Fiscal Agent and the Paying Agent in Luxembourg by theholders of the coupons and the talons (Talons) for further coupons appertaining to the Certificates (theCouponholders and the Coupons which expression shall in these Conditions, and unless the contextotherwise requires, include the holders of the Talons and the Talons respectively).

1.2 The Certificates together evidence the existence of a fiduciary contract (the Fiduciary Contract)between the Certificateholders and the Fiduciary in accordance with the Luxembourg Law dated 27July 2003 relating to trust and fiduciary contracts (the Trust and Fiduciary Contracts Law 2003).Under the Fiduciary Contract, the Fiduciary has conditional obligations (as more fully described inCondition 2.2 and 2.3 below).

1.3 The Fiduciary will apply the proceeds from the issue of the Certificates to acquire 325,000 Class BBons de Participation (the Bons de Participation) issued by the Bank and 325,000 Class B Shares(Class B Shares) issued by EFG Finance. The rights attaching to the Bons de Participation and theClass B Shares are contained in the articles of association of the Bank and EFG Finance respectivelyas well as in the terms of the agreements entered into between the Fiduciary and the Bank in respectof the Bons de Participation (the Bons de Participation Agreement) and between the Fiduciary andEFG Finance in respect of the Class B Shares (the Class B Share Agreement) (together, the Bons deParticipation Terms and the Class B Shares Terms respectively). The Bons de Participation Termsand the Class B Share Terms shall, unless the context requires otherwise, form part of theseConditions.

1.4 Each Certificate represents a proportionate economic and beneficial interest in the Bons deParticipation and the Class B Shares. The Certificates rank pari passu without any preference amongthemselves.

1.5 The rights of the Fiduciary under the Bons de Participation and the Class B Shares are fiduciary assetsof the Fiduciary and shall be held solely at the risk and for the exclusive benefit and for the accountof the Certificateholders.

1.6 The Fiduciary shall keep the Bons de Participation and the Class B Shares and its respective rightsarising thereunder separate from its own assets and reflect this separation in its books. They may beattached only by persons whose rights exist as a result of the creation and existence of the Bons deParticipation and the Class B Shares. The Certificateholders will have no title to the Bons deParticipation or the Class B Shares.

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1.7 Each Certificate will be subject to these terms and conditions, as may be amended from time to timepursuant to Condition 15.

2. FIDUCIARY

2.1 The sole purpose of issuing the Certificates is to provide funds for the Fiduciary to acquire the Bonsde Participation and the Class B Shares from the Bank and EFG Finance respectively.

2.2 The Certificates do not constitute direct debt obligations of the Fiduciary but evidence the existenceof the Fiduciary Contract between the Fiduciary and the Certificateholders in accordance with theTrust and Fiduciary Contracts Law 2003. The Fiduciary’s payment obligations are conditional uponreceipt by the Fiduciary of payment:

(a) from the Bank under the Bons de Participation; and

(b) from EFG Finance under the Class B Shares.

2.3 The Fiduciary will not be obliged to make up any payment shortfall by the Bank or EFG Finance ormake any payment in respect of the Certificates, other than as expressly provided herein and inparticular, the Fiduciary will not make any payment in respect of the Certificates unless payment hasbeen received by or on behalf of the Fiduciary as contemplated herein. The Fiduciary shall not haveany obligations to Certificateholders other than those expressly assumed by it pursuant to theFiduciary Contract.

2.4 The Fiduciary makes no representation and assumes no responsibility or liability with regard to (i) thefinancial condition of the Bank or EFG Finance or the ability of either to fulfil their respectiveobligations under, and (ii) the legality, validity or enforceability of the Bons de Participation or theClass B Shares.

2.5 By purchasing the Certificates, the Certificateholders are deemed to have acknowledged and agreedto all the Bons de Participation Terms and the Class B Shares Terms, these Conditions and theFiduciary Contract. The Fiduciary has waived certain rights in respect of the Bons de Participationand the Class B Shares (including a waiver of certain dividend rights and a waiver of pre-emptiverights) and has agreed to take certain action as contemplated by the Bons de Participation Terms andthe Class B Shares Terms which may not always be in the best interest of Certificateholders, and theCertificateholders have unconditionally and irrevocably instructed the Fiduciary to that effect and aredeemed to have approved such waivers and action by subscribing for or otherwise acquiring theCertificates. The Certificateholders instruct the Fiduciary to comply with such waiver and take suchactions and shall be prevented from giving contrary instructions to the Fiduciary in this respect.

2.6 Without prejudice to the right of the Fiduciary to be indemnified out of the fiduciary assets, nocommission or other remuneration will be due from the Certificateholders to the Fiduciary for theperformance of its services or exercise of its rights under the Bons de Participation or the Class BShares.

Pursuant to an appointment agreement between the Fiduciary and the Bank, the Fiduciary will receivereimbursement of costs, indemnification and a remuneration by the Bank and will have no obligationto render an account to the Certificateholders in respect thereof.

2.7 The Fiduciary and its affiliated enterprises may conduct business with EFG Finance and the Bank andtheir respective affiliated enterprises without limitation and without obligation to account to theCertificateholders, including, without limitation, the acceptance of deposits or the granting of loansor any other form of credit, without regard to the fiduciary relationship to the Certificateholders.

2.8 The Fiduciary may conduct business with any Certificateholder without regard to the fact that theFiduciary is acting in a fiduciary capacity for the Certificateholders in respect of the Bons deParticipation or the Class B Shares.

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2.9 The Fiduciary and its affiliated enterprises may be in possession of information about EFG Financeor the Bank or their respective affiliated enterprises which is of significance in connection with theCertificates but which is not known to the public or the Certificateholders at the time when the Bonsde Participation or the Class B Shares are issued or at a later point in time. Neither the issuance of theCertificates, the Bons de Participation or the Class B Shares nor any other legal transactionsconducted between the Fiduciary, EFG Finance, the Bank and the Certificateholders in connectiontherewith shall obligate the Fiduciary or any of its affiliated enterprises to disclose informationregarding any other business transaction with EFG Finance or the Bank to the Certificateholders or toprovide the Certificateholders with information about EFG Finance or the Bank or their respectiveaffiliated enterprises (irrespective of whether such business transaction or information is confidential).Neither the Fiduciary nor any of its affiliated enterprises shall be subject to any liability to theCertificateholders due to the fact that they will not disclose or make available any such businesstransaction or information.

2.10 The liability of the Fiduciary in respect of the Certificates and its role thereunder shall be limited toits wilful misconduct (dol) or gross negligence (faute grave). However, under no circumstances shallthe Fiduciary be liable for indirect damage or consequential damage of any kind whatsoever(including lost profits), regardless of whether such indirect damage or consequential damage wasforeseeable. This limitation of liability applies to all claims, regardless of their nature or legal basis.

3. FORM OF THE CERTIFICATES AND TRANSFERABILITY

3.1 The Certificates are in bearer form and title to the Certificates will pass by delivery. The Certificatesare initially represented by a temporary global certificate in bearer form (the Temporary GlobalCertificate) without coupons or talons which may be exchanged in whole or in part upon receipt ofevidence as to non-US beneficial ownership, in accordance with the terms thereof and the FiscalAgency Agreement for a permanent global certificate in bearer form (the Permanent GlobalCertificate) without coupons or talons (each such temporary and permanent global certificate beinga Global Certificate).

3.2 Each Global Certificate will be kept in custody by a common depositary for Euroclear BankS.A./N.V., as operator of the Euroclear System (Euroclear), and Clearstream Banking, sociétéanonyme (Clearstream, Luxembourg) until all obligations of the Fiduciary under the Certificateshave been satisfied. Interests in the Certificates represented by a Global Certificate will betransferable only in accordance with the rules and procedures of Euroclear and Clearstream,Luxembourg.

3.3 Interests in the Permanent Global Certificate will, subject to the Fiduciary being duly indemnified bythe Bank, be exchanged for definitive Certificates with coupons and talons attached (a) at the optionof Certificateholders, if the Fiduciary has failed to make a payment when due and payable under theCertificates, but only at such time and in the manner set out in the terms of the Permanent GlobalCertificate and the Fiscal Agency Agreement or (b) if the Fiduciary has been notified that Euroclearor Clearstream, Luxembourg have been closed for a continuous period of 14 days (other than byreason of holiday, statutory or otherwise) or have announced an intention permanently to ceasebusiness or have in fact done so and no successor clearing system is available or (c), at the option ofthe Bank, if deductions or withholdings from amounts payable under the Certificates are requiredwhich would not be required were they in definitive form.

4. REDEMPTION AND REPAYMENT OF THE CERTIFICATES

4.1 Subject to the provisions of this Condition 4, neither the Certificateholders nor the Fiduciary mayrequest the redemption or repayment of the Certificates.

4.2 The Fiscal Agency Agreement provides that the Fiscal Agent will notify the Certificateholders, in themanner specified in Condition 16, of matters relating to the redemption of the Certificates includingthe amount to be paid in any redemption of the Certificates and the date of any such redemption, ineach case as such information is provided to the Fiscal Agent.

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4.3 On the date on which the Bons de Participation and the Class B Shares are due to be redeemed ortransferred in accordance with their respective terms, the Certificates will become due for redemption.

4.4 The Fiduciary will, on the date on which the Certificates are due to be redeemed, redeem theCertificates by paying an amount equal to the amount by which the Bons de Participation (A999.99per Bon de Participation) and the Class B Shares (A0.01 per Class B Share) are being redeemed, inaccordance with their terms, pro rata amongst the Certificateholders.

4.5 To the extent that moneys received by or on behalf of the Fiduciary (in the manner contemplated inthe Fiscal Agency Agreement) on the due date for redemption of the Certificates (or any later date)are in aggregate less than the amount by which the Bons de Participation or the Class B Shares, as thecase may be, ought to be redeemed in accordance with their terms, the Certificates will be repaid, onany such date of receipt, in an amount equal to the amounts received by or on behalf of the Fiduciaryon such date, on a pro rata basis amongst the Certificateholders. When the last redemption paymentdue to the Fiduciary under the Bons de Participation or the Class B Shares, as the case may be, isreceived by or on behalf of the Fiduciary in accordance with the terms of the Fiscal AgencyAgreement, the payment of such sums by or on behalf of the Fiduciary, in the manner contemplatedin the Fiscal Agency Agreement, on the date of any such last payment will be in full and finalredemption of the Certificates.

4.6 Notwithstanding this Condition 4, no amounts will be payable by the Fiduciary in redemption of theCertificates unless and until the same has been received by or on behalf of the Fiduciary in accordancewith the Fiscal Agency Agreement.

4.7 The Fiscal Agent on behalf of the Fiduciary undertakes to promptly inform the Luxembourg StockExchange (as long as the Certificates are listed in Luxembourg) of any cancellation resulting from theredemption of the Certificates.

4.8 The Bank or, as the case may be, EFG Finance, may at any time purchase the Certificates (providedthat all unmatured Coupons or Talons appertaining to the Certificates are purchased with theCertificates) in any manner and at any price.

5.1. NON-PRINCIPAL DISTRIBUTIONS

5.1 The Fiscal Agency Agreement provides that the Fiscal Agent will notify the Certificateholders and theLuxembourg Stock Exchange, in the manner specified in Condition 16, of matters relating to thepayment of dividends, redemption amounts and any additional amounts under the Bons deParticipation Terms or the Class B Share Terms and the date of any such payment, in each case as suchinformation is provided to the Fiscal Agent.

5.2 On the date on which payments referred to in Condition 5.1 are payable under the Bons deParticipation Terms or the Class B Share Terms, such amounts will be payable by or on behalf of theFiduciary, pro rata, to the Certificateholders.

5.3 The Fiduciary will, on the due date of any payments referred to in Condition 5.1 under the Bons deParticipation Terms or the Class B Share Terms, pay an amount equal to the sum of such paymentsdue on such date, pro rata, amongst the Certificateholders (a Non-Principal Distribution). EachNon-Principal Distribution will be calculated on the basis of a 30/360 day count fraction by referenceto a nominal amount of A1,000 per Certificate.

5.4 To the extent that payments referred to in Condition 5.1 are received by or on behalf of the Fiduciary(in the manner contemplated in the Fiscal Agency Agreement) on the due date for a Non PrincipalDistribution under the Certificates and are less than the respective amounts due on such date underthe Bons de Participation Terms or the Class B Share Terms, the Non-Principal Distribution will bemade only to the extent as amounts are received by or on behalf of the Fiduciary, pro rata amongstthe Certificateholders. When such amounts are paid to or on behalf of the Fiduciary, they shall be paidin accordance with the provisions of the Fiscal Agency Agreement pro rata amongst theCertificateholders.

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5.5 Notwithstanding anything in Condition 5, no amounts will be payable by the Fiduciary in respect ofNon-Principal Distributions unless and until the same have been received by or on behalf of theFiduciary in accordance with the Fiscal Agency Agreement.

5.6 Following and subject to the annual approval of the Dividend by the Bank’s Annual General Meeting(the AGM) and EFG Finance’s Board of Directors (as the case may be) in 2005, the first approvedDividend payment will occur on 10th November, 2005. Thereafter, following and subject to theannual approval of the Dividend by the AGM and EFG’s Board of Directors (as the case may be), theapproved Dividend payments will take place semi-annually on 30th April and 30th October in eachyear commencing on 30th April, 2006. The terms of Dividend payments are set out in the Articles ofAssociation of EFG Finance and the Bank as well as the Class B Shares Terms and the Bons deParticipation Terms.

5.7 If any date for payment of any amount in respect of any Certificate is not a business day inLuxembourg, Zurich, Guernsey, the relevant place of presentation and a day on which the Trans-European Automated Real-Time Gross Settlement Express Transfer (TARGET) System is open (eacha Business Day), then the holder thereof shall not be entitled to any payment until the next followingBusiness Day and shall not be entitled to any interest or other amount in respect of such delay.

6. PAYMENTS AND PAYING AGENTS

6.1 So long as any Certificate remains outstanding and/or listed on the Luxembourg Stock Exchange, theBank shall ensure that there always is a paying agent located in Luxembourg. The Fiduciary or theBank may at any time, by giving not less than 30 days’ notice in accordance with Condition 16 andthe Fiscal Agency Agreement, appoint, subject to the approval of the Bank or the Fiduciary (as thecase may be) which shall not be unreasonably withheld, one or more additional paying agents orreplace a paying agent by one or more other banks or financial institutions which assume suchfunctions. Should the paying agent located in Luxembourg be replaced by another paying agentlocated in Luxembourg, the Luxembourg Stock Exchange will be notified by the Fiduciary, or theFiscal Agent on its behalf, and such notice will be published in a Luxembourg newspaper of generalcirculation. The paying agents shall act solely as agents for the Fiduciary and shall not have anytrustee or agency relationship with the Certificateholders.

6.2 For so long as the Certificates are represented by the permanent Global Certificate, payments on theGlobal Certificate shall be made by the Fiscal Agent pursuant to the terms of the Fiscal AgencyAgreement to, or for credit to the accounts of the accountholders with Euroclear or Clearstream,Luxembourg. No payments will be made by the Fiduciary in respect of the Certificates to the extentthat the Certificates are represented by a temporary Global Certificate. For so long as the Certificatesare in definitive form, payments in respect of the Certificates may be made through the office of thePaying Agent in Luxembourg.

6.3 All payments made by or on behalf of the Fiduciary to, or to the order of the Fiscal Agent for paymentto the Certificateholders in accordance with Condition 6.2 shall discharge the Fiduciary from itsobligations with respect to the Certificates to the extent of the sums paid to the Fiscal Agent.

6.4 For the avoidance of doubt, Certificateholders will not be entitled to any payment in respect of theCertificates other than payment of redemption of the Certificates (as provided in Condition 4) andpayment of non-principal distributions (as provided in Condition 5) subject, in each case, to theFiduciary having actually received payments from the Bank and EFG Finance in respect of the Bonsde Participation and the Class B Shares respectively.

7. ENFORCEMENT AND PRESCRIPTION

7.1 Consistent with the Trust and Fiduciary Contracts Law 2003 no Certificateholder has a direct right ofaction against the Bank or EFG Finance to enforce its rights under the Certificates or to compel theBank and EFG Finance to comply with their obligations under the Bons de Participation and the Class

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B Shares respectively even in the event of the Fiduciary’s failure to act (except as set out in Condition7.6) or the insolvency of the Fiduciary.

7.2 The Fiduciary is not required to seek any remedy or take any other enforcement action in connectionwith the Bons de Participation or the Class B Shares unless (a) it shall have been so directed by anExtraordinary Resolution (as defined in the Fiscal Agency Agreement) of the Certificateholders or sorequested in writing by the holders of at least one-half of the aggregate Nominal Amount of theCertificates then outstanding and (b) it shall have been indemnified by the relevant Certificateholdersto its reasonable satisfaction.

7.3 In the event of any enforcement or action by the Fiduciary against the Bank, the Fiduciary will beentitled to be fully indemnified out of the proceeds of such enforcement or action in priority to theclaims of the Certificateholders.

7.4 Any action or refraining from taking any action by the Fiduciary pursuant to this Condition 7 will befor the account of and at the cost of the Certificateholders and, notwithstanding anything that may beprovided to the contrary in these Conditions, the Fiduciary will only be liable in respect of any suchaction or omission constituting gross negligence (faute grave) or wilful misconduct (dol) on its part.

7.5 Certificates and Coupons (which for this purpose shall not include Talons) will become void unlesspresented for payment within a period of 10 years (in the case of principal) or a period of five years(in the case of distributions) from the date on which the payment first becomes due (save that, if thefull amount of money payable has not been received by the Fiscal Agent on or before the due date, itmeans the date on which, the full amount of the money having been so received, notice to such effecthas been duly given to Certificateholders in accordance with Condition 16) (each such date, aRelevant Date) in respect of the Certificates or, as the case may be, the Coupons. There shall not beincluded in any Coupon sheet issued upon exchange of a Talon any Coupon which would be voidupon issue.

7.6 If the Fiduciary has become obliged to take legal action against the Bank under or in respect of,respectively, the Bons de Participation or the Class B Shares and has failed to take such action withina reasonable time, then as a matter of, and subject to, Luxembourg law, the relevant Certificateholdersmay be entitled to institute legal action (action oblique) against the Bank in the Fiduciary’s place.

8. EXERCISE OF SHAREHOLDER RIGHTS

8.1 The Fiduciary will not exercise any rights as a holder of the Bons de Participation or the Class BShares other than (a) when such action relates to enforcement of a right, in accordance with Condition7, (b) when such actions are contemplated by the Bons de Participation Terms or the Class B SharesTerms or (c) otherwise, unless it has been instructed to do so by an Ordinary Resolution (as definedin the Fiscal Agency Agreement) of Certificateholders and it has been indemnified to its reasonablesatisfaction.

8.2 The Fiduciary will be entitled to accept and rely on any notice or certificate from the Bank or EFGFinance as to any calculation or determination made pursuant to the Bons de Participation Terms orthe Class B Share Terms and shall not be liable in respect thereof or be obliged to make anyverification in respect thereof.

9. TAXATION

9.1 All payments in respect of the Certificates shall be made by the Fiduciary without deduction orwithholding for or on account of any present or future taxes, duties or governmental charges of anynature whatsoever imposed, levied or collected by or in or on behalf of the Grand Duchy ofLuxembourg or by or on behalf of any political subdivision or authority therein or thereof havingpower to tax, unless such deduction or withholding is required by law.

9.2 If the Fiduciary, or the Fiscal Agent making payments on behalf of the Fiduciary, is required pursuantto Condition 9.1 to make a deduction or withholding when it passes a payment received from the Bank

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and/or EFG Finance on to Certificateholders it shall advise the Bank and/or EFG Finance, as the casemay be, of the amount (the Luxembourg Gross-Up Amount) by which the Bank and/or EFGFinance, as the case may be, would have to increase any payment made to the Fiduciary to enable(after the Fiduciary so withholds or deducts) the Fiduciary to pay Certificateholders an amount equalto the payment which would have been due if the Fiduciary or the Fiscal Agent, making payments onbehalf of the Fiduciary, would not so withhold or deduct and furnish the Bank and/or EFG Finance,as the case may be, with documentation evidencing the deduction or withholding obligation and theLuxembourg Gross-Up Amount, PROVIDED THAT no such Luxembourg Gross-Up Amounts arepayable to the extent that the Bank and/or EFG Finance, based on the decision of the Bank’s annualgeneral meeting and, as the case may be, the Board of Directors of EFG Finance, decide not to paysuch Luxembourg Gross-up Amount, and PROVIDED FURTHER THAT no such Luxembourg GrossUp Amounts shall be payable with respect to any payment on a Certificate: (a) to, or to a third partyon behalf of, a Certificateholder who is subject to taxation in respect of Certificates by reason of hishaving some connection with Luxembourg other than the mere holding of Certificates; (b) where suchwithholding or deduction is imposed on a payment to an individual and is required to be madepursuant to any European Directive on the taxation of savings implementing the conclusions of theECOFIN Council meeting of 26th to 27th November, 2000 or any other conclusions or decisionsrelating to the outcome of that meeting or any law implementing or complying with, or introduced inorder to conform to, such directive; or (c) presented for payment by or on behalf of a Certificateholderwho would have been able to avoid such withholding or deduction by presenting the relevantCertificate to another paying agent in another EU Member State.

9.3 The Fiduciary will have no obligation to pay amounts by way of gross-up with respect to any amountswithheld or deducted pursuant to Condition 9.1 other than to pass on Luxembourg Gross-Up Amounts(less amounts which must be deducted or withheld therefrom pursuant to Condition 9.1) received byor on behalf of the Fiduciary pursuant to the Fiscal Agency Agreement to Certificateholders.Luxembourg Gross-Up Amounts received in such manner will be paid pro rata amongst theCertificates.

10. PRESERVATION OF REGULATORY CAPITAL

10.1 By purchasing the Certificates, the Certificateholders are deemed to acknowledge and agree that theFiduciary is permitted to refrain from paying them any payment in respect of distributions on the Bonsde Participation or the Class B Shares or redemption or transfer of the Bons de Participation or ClassB Shares received from EFG Finance or the Bank if the Fiduciary reasonably believes that suchpayment, redemption or transfer has been made otherwise than in accordance with the Bons deParticipation Terms, the Class B Share Terms or the Subscription Terms. The Fiduciary shall not incurany liability in this respect and is entitled to make such determination based on the opinion of counselor legal or financial adviser of recognised standing selected by the Fiduciary.

11. SET-OFF

11.1 The Certificateholders may not set-off any claims arising under the Certificates against any claims ofthe Fiduciary, EFG Finance or the Bank.

11.2 The Fiduciary will not be obliged to exercise, for its own or the Certificateholders’ benefit, any rightsof set-off, banker’s lien or to combine accounts of counter-claim that may arise out of othertransactions between the Fiduciary, EFG Finance and the Bank in payment of the Certificates.

12. RESIGNATION AND SUBSTITUTION

12.1 By subscribing to, or otherwise acquiring, the Certificates, the Certificateholders expressly consent tothe substitution of the Fiduciary and to the release of the Fiduciary from any and all obligations inrespect of the Certificates and any relevant agreements and are expressly deemed to have acceptedsuch substitution and the consequences thereof.

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12.2 The Bank may, without the consent of the Certificateholders or the Fiduciary, at any time, substituteanother financial institution (the New Fiduciary) for the Fiduciary, as the Fiduciary and, in the eventof a liquidation of the Fiduciary, is obliged to use its best efforts to substitute the Fiduciary with a NewFiduciary, provided however, in each case, that (a) the Bons de Participation and the Class B Sharesdo not form part of the New Fiduciary’s estate available for the satisfaction of the New Fiduciary’spreferred and general creditors under applicable liquidation and insolvency laws and are not availablefor attachment or otherwise by or for such creditors, (b) the New Fiduciary assumes all rights andobligations (if any) under the Fiduciary Contract, the Bons de Participation (including, withoutlimitation, the Bons de Participation Terms), the Class B Shares (including, without limitation, theClass B Shares Terms) and the Certificates, (c) the New Fiduciary has obtained all necessaryregulatory and other approvals for the substitution, and that the New Fiduciary qualifies as a fiduciaryunder the Trust and Fiduciary Contracts Law 2003 (d) the substitution does not result in the obligationto pay additional amounts due to withholding tax and (e) the substitution does not result in anyviolation of law.

12.3 Upon any substitution pursuant to Condition 12.2, the Fiduciary shall be released from all of itsobligations under the Fiduciary Contract, the Bons de Participation, the Class B Shares and theCertificates and any reference in the Fiduciary Contract, the Bons de Participation, the Class B Sharesor the Certificates to the Fiduciary shall be deemed to refer to the New Fiduciary, and any referenceto Luxembourg in Condition 9 of these Conditions shall be deemed to refer to the jurisdiction in whichthe New Fiduciary is organised or resident for tax purposes.

12.4 The Fiduciary may resign upon giving not less than three months’ prior notice in writing to the Bank.If no New Fiduciary is appointed by the Bank in accordance with Condition 12.2 in such three monthperiod, the Fiduciary will have the right to appoint a New Fiduciary. However no resignation will takeeffect unless the provisos of Condition 12.2 have been satisfied and until a New Fiduciary has beenappointed.

12.5 No substitution will occur pursuant to Condition 12.2 or Condition 12.4 until 30 days’ prior noticethereof has been given to the Certificateholders specifying the name, address and fax number of anysuch New Fiduciary and the date when such New Fiduciary will be assume the rights and obligationsof the Fiduciary.

12.6 The Bank may, subject to obtaining the prior approval of the Swiss Federal Banking Commission andhaving given not less than 30 days’ notice to the Certificateholders in accordance with Condition 16,but without the consent of the Fiduciary or the Certificateholders, substitute replacement securities(the Replacement Securities) issued by a wholly-owned subsidiary of EFG Private Bank SA in placeof the Class B Shares held by the Fiduciary, provided that such Replacement Securities have in allmaterial commercial respects, pricing, credit and economic terms which are equivalent to the Class BShares. Upon any such substitution taking effect, references in these Conditions to the Class B Sharesshall be deemed to be references to the Replacement Securities and references to EFG Finance shallbe deemed to be references to the issuer of the Replacement Securities.

13. FINANCIAL INFORMATION

The Fiscal Agency Agreement provides that the Fiscal Agent will make available to theCertificateholders all copies of the latest published annual reports and other financial information ofthe Bank and EFG Finance as it receives.

14. REPLACEMENT OF CERTIFICATES, COUPONS AND TALONS

If any Certificate, Coupon or Talon (if any) is lost, stolen, mutilated, defaced or destroyed it may bereplaced at the specified office of any Paying Agent, subject to all applicable laws and stock exchangerequirements, upon payment by the claimant of the costs and expenses incurred in connection withsuch replacement and on such terms as to evidence, security, indemnity and otherwise as the PayingAgent may reasonably require. Mutilated or defaced Certificates, Coupons or Talons (if any) must besurrendered before replacements will be issued. The replacement of Certificates, Coupons and Talons

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in the case of loss or theft is subject to the procedure of the Luxembourg Law dated 3rd September,1996 on the involuntary dispossession of bearer securities.

15. MEETINGS OF CERTIFICATEHOLDERS; MODIFICATIONS

15.1 Except as otherwise provided herein, meetings of the Certificateholders shall be held in accordancewith Annex 6 of the Fiscal Agency Agreement.

15.2 The Fiduciary will convene a meeting of Certificateholders (i) if so requested by the Bank to authorisea modification of the Fiduciary Contract, the Bons de Participation Terms, the Class B Shares Termsor the Certificates (including these Conditions) or to pass any other resolution proposed by the Bankor (ii) if so requested by Certificateholders representing not less than 25 per cent. of the principalamount of the Certificates or (iii) at its own initiative.

15.3 Any modification to the Fiduciary Contract, the Bons de Participation Terms, the Class B SharesTerms or the Certificates (including these Conditions) shall only be made with the express agreementof the Fiduciary. The Fiduciary will not agree to any modification to the Fiduciary Contract, the Bonsde Participation Terms, the Class B Shares Terms or the Certificates (including these Conditions)unless (a) it has obtained the prior consent of the Bank, such consent not to be unreasonably withheldor delayed, and (b) it is authorised to do so by a resolution of the Certificateholders in accordance withCondition 15.4 below. The Fiduciary shall not unreasonably withhold or delay its agreement to anymodifications proposed by the Bank and duly authorised by a resolution of the Certificateholders.

15.4 Any resolution on matters affecting the interests of Certificateholders, including modification to theConditions (including, for the avoidance of doubt, the Bons de Participation Terms and the Class BShare Terms), shall be approved by a simple majority of votes cast (an “Ordinary Resolution”), exceptthat any modification of Conditions (i) to change the maturity of the Certificates or the date on whicha Non-Principal Distribution is payable in respect of the Certificates, or (ii) to reduce the principalamount of or reduce the amount of Non-Principal Distribution on the Certificates, or (iii) to changethe currency of payment of the Certificates, or (iv) to change the Bons de Participation Terms and/orthe Class B Share Terms having the same effect as the matters referred to in sub-clauses (i) to (iii)above or (v) to vary the quorum provisions or the majority required to pass a resolution, or (vi) anyof the matters referred to in clause 14 of Annex 6 to the Agency Agreement which are stated to besubject to an extraordinary resolution, may only be made by a resolution approved by two-thirds ofvotes cast (an “Extraordinary Resolution”). The quorum at any meeting to pass an OrdinaryResolution will be one or more persons holding or representing 10 per cent. of the principal amountof the Certificates for the time being outstanding or, at any adjourned meeting, one or more personsholding or representing Certificateholders whatever the principal amount of the Certificates held orrepresented. The quorum at any meeting for passing an Extraordinary Resolution will be one or morepersons holding or representing not less than 50 per cent., or at any adjourned meeting not less thantwenty per cent., of the principal amount of the Certificates for the time being outstanding. Anyresolution passed at any meeting of the Certificateholders will be binding on all the Certificateholders(whether or not they were present at the meeting at which such resolution was passed) and on allCouponholders.

15.5 The Fiduciary may, without the consent of the Certificateholders, (a) agree to any modification of theConditions (including, for the avoidance of doubt, the Bons de Participation Terms and the Class BShares Terms) if the Fiduciary determines that any such modification does not adversely affect theinterests of the Certificateholders or (b) authorise any modification of these Conditions (including forthe avoidance of doubt, the Bons de Participation Terms and the Class B Share Terms) which is offormal, minor or technical nature or to correct a manifest error, subject in each case to obtaining theprior consent of the Bank, such consent not to be unreasonably withheld or delayed.

15.6 In exercising its powers and discretions, if any, the Fiduciary shall have regard to the best interests ofthe Certificateholders as a class and shall not have regard to the consequences of the exercise of itspowers or discretion for individual Certificateholders except to the extent provided for in Condition7 of these Conditions.

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15.7 Any modification, waiver or authorisation made in accordance with the preceding conditions shall bebinding on the Certificateholders and any modification shall be notified to the Certificateholders assoon as practicable thereafter by publication in accordance with Condition 15 of these Conditions.

16. NOTICES

16.1 Subject to Condition 16.2, all notices to the Certificateholders are published in a widely circulatedLuxembourg newspaper (which is expected to be the Luxemburger Wort or the Tageblatt) as requiredby the rules and regulations of the Luxembourg Stock Exchange. Any such notice given bypublication shall be deemed to have been given on the date of publication or, if so published morethan once on different dates, on the date of the first publication.

16.2 Provided that the rules of the stock exchange(s) where the Certificates are from time to time listed sopermit, for as long as the Global Security is held in its entirety on behalf of Euroclear and/orClearstream, Luxembourg, there may be substituted for such publication in such newspaper(s) thedelivery of the relevant notice to Euroclear and/or Clearstream, Luxembourg for communication bythem to the Certificateholders. Any such notice shall be deemed to have been given to theCertificateholders on the third day after the day on which the said notice was delivered to Euroclearand/or Clearstream, Luxembourg.

17. SEVERABILITY

17.1 Should any provisions of these Conditions be held by a court of competent jurisdiction to be invalid,void, unenforceable or incomplete, in whole or in part, the other provisions of these Conditions shallremain in full force. Any invalid, void, unenforceable or incomplete provision shall be replaced by avalid provision which accomplishes as far as legally possible the economic effects of the invalid, void,unenforceable or incomplete provision.

18. FURTHER ISSUES

18.1 The Fiduciary may from time to time, without the consent of the Certificateholders, create and issuefurther fiduciary certificates having the same terms and conditions as the Certificates, save withrespect to the date of issue, the issue price and the distribution commencement date of such fiduciarycertificates, which may be consolidated and form a single series with the Certificates, provided thatthe proceeds received by the Fiduciary in connection with the subscription of the further fiduciarycertificates is used by the Fiduciary to acquire additional Bons de Participation and Class B Shares tobe held by the Fiduciary in its own name, but at the risk and for the sole benefit of theCertificateholders and the holders of the further fiduciary certificates.

19. GOVERNING LAW AND JURISDICTION

19.1 The Certificates, these Conditions and the Fiduciary Contract will be governed by, and construed inaccordance with, the laws of the Grand Duchy of Luxembourg and the Fiduciary Contract constitutedby the Certificates will in particular be governed by the Trust and Fiduciary Contracts Law 2003.

19.2 Actions against the Fiduciary may be brought only in the district court of Luxembourg.

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SUMMARY OF PROVISIONS RELATING TO THE CERTIFICATES WHILE REPRESENTED

BY THE GLOBAL CERTIFICATES

The following is a summary of the provisions to be contained in the Temporary Global Certificate and thePermanent Global Certificate (together the Global Certificates) which will apply to, and in some casesmodify, the Terms and Conditions of the Certificates while the Certificates are represented by the GlobalCertificates.

1. Exchange

The Permanent Global Certificate will be exchangeable in whole but not in part (free of charge to the holder)for definitive Certificates only if any one or more of the following events (each an Exchange Event) occurs:

(a) The Fiduciary has failed to make a payment when due and payable under the Certificate; or

(b) the Fiduciary has been notified that both Euroclear and Clearstream, Luxembourg have been closedfor business for a continuous period of 14 days (other than by reason of holiday, statutory orotherwise) or have announced an intention permanently to cease business or have in fact done so andno successor clearing system is available; or

(c) upon the Fiduciary having been advised by the Bank that it has or will become subject to adverse taxconsequences which would not be suffered were the Certificates in definitive form.

The Fiscal Agent on behalf of the Fiduciary will promptly give notice to Certificateholders if an ExchangeEvent occurs. In the case of (a) or (b) above, the holder of the Permanent Global Certificate, acting on theinstructions of one or more of the Accountholders (as defined below), may give notice to the Fiduciary andthe Fiscal Agent and, in the case of (c) above, the Fiduciary may give notice to the Fiscal Agent of itsintention to exchange the Permanent Global Certificate for definitive Certificates on or after the ExchangeDate (as defined below). The obligations of the Fiduciary to deliver definitive Certificates shall be subjectto the Fiduciary being duly indemnified by the Bank in respect of any expenses in relation thereto.

On or after the Exchange Date the holder of the Permanent Global Certificate may or, in the case of (c)above, shall surrender the Permanent Global Certificate to or to the order of the Fiscal Agent. In exchangefor the Permanent Global Certificate the Fiduciary will deliver, or procure the delivery of, an equal aggregateprincipal amount of definitive Certificates (having attached to them all Coupons and Talons in respect ofinterest which has not already been paid on the Permanent Global Certificate), security printed in accordancewith any applicable legal and stock exchange requirements and in or substantially in the form set out in theFiscal Agency Agreement. On exchange of the Permanent Global Certificate, the Fiduciary will procure thatit is cancelled and, if the holder so requests, returned to the holder together with any relevant definitiveCertificates.

For these purposes, Exchange Date means a day specified in the notice requiring exchange falling not lessthan 60 days after that day on which such notice is given, being a day on which banks are open for generalbusiness in the place in which the specified office of the Fiscal Agent is located and, except in the case ofexchange pursuant to above, in the place in which the relevant clearing system is located.

2. Payments

On and after 20th December, 2004, no payment will be made on the Temporary Global Certificate unlessexchange for an interest in the Permanent Global Certificate is improperly withheld or refused. Payments ofprincipal and other distributions in respect of Certificates represented by a Global Certificate will, subject asset out below, be made against presentation for endorsement and, if no further payment falls to be made inrespect of the Certificates, surrender of such Global Certificate to the order of the Fiscal Agent or such otherPaying Agent as shall have been notified to the Certificateholders for such purposes. A record of eachpayment made will be endorsed on the appropriate part of the schedule to the relevant Global Certificate byor on behalf of the Fiscal Agent, which endorsement shall be prima facie evidence that such payment hasbeen made in respect of the Certificates. Payments of distributions on the Temporary Global Certificate (if

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permitted by the first sentence of this paragraph) will be made only upon certification as to non-U.S.beneficial ownership unless such certification has already been made.

3. Notices

For so long as all of the Certificates are represented by one or both of the Global Certificates and such GlobalCertificate(s) is/are held on behalf of Euroclear and/Clearstream, Luxembourg, notices to Certificateholdersmay be given by delivery of the relevant notice to Euroclear and/or Clearstream, Luxembourg (as the casemay be) for communication to the relative Accountholders rather than by publication as required byCondition 16, provided that, so long as the Certificates are listed on the Luxembourg Stock Exchange, noticewill also be given by publication in a daily newspaper published in Luxembourg if and to the extent that therules of the Luxembourg Stock Exchange so require. Any such notice shall be deemed to have been given tothe Certificateholders on the third day after the day on which such notice is delivered to Euroclear and/orClearstream, Luxembourg (as the case may be) as aforesaid.

4. Accountholders

For so long as all of the Certificates are represented by one or both of the Global Certificates and such GlobalCertificate(s) is/are held on behalf of Euroclear and/or Clearstream, Luxembourg, each person (other thanEuroclear or Clearstream, Luxembourg) who is for the time being shown in the records of Euroclear orClearstream, Luxembourg as the holder of a particular principal amount of Certificates (each anAccountholder) (in which regard any certificate or other document issued by Euroclear or Clearstream,Luxembourg as to the principal amount of such Certificates standing to the account of any person shall beconclusive and binding for all purposes) shall be treated as the holder of that principal amount for allpurposes (including but not limited to, for the purposes of any quorum and majority requirements ofmeetings of the Certificateholders and giving notices to the Fiduciary, pursuant to Condition 16) other thanwith respect to the payment of principal and other distributions on the Certificates, the right to which shallbe vested, as against the Fiduciary, solely in the bearer of the relevant Global Certificate in accordance withand subject to its terms. Each Accountholder must look solely to Euroclear or Clearstream, Luxembourg, asthe case may be, for its share of each payment made to the bearer of the relevant Global Certificate.

5. Prescription

Claims against the Fiduciary, in respect of principal and interest on the Certificates represented by a GlobalCertificate will be prescribed after 10 years (in the case of principal) and five years (in the case of interest)from the Relevant Date (as defined in Condition 7).

6. Cancellation

Cancellation of any Certificate represented by a Global Certificate and required by the Terms and Conditionsof the Certificates to be cancelled following its redemption or purchase will be effected by endorsement byor on behalf of the Fiscal Agent of the reduction in the principal amount of the relevant Global Certificateon the relevant part of the schedule thereto.

7. Euroclear and Clearstream, Luxembourg

Certificates represented by a Global Certificate are transferable in accordance with the rules and proceduresfor the time being of Euroclear and Clearstream, Luxembourg, as appropriate. References in the GlobalCertificates and this summary to Euroclear and/or Clearstream, Luxembourg shall be deemed to includereferences to any other clearing system through which interests in the Certificates are held.

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USE OF PROCEEDS

The gross proceeds of the issue of the Certificates, amounting to A325,000,000, will be used by the Fiduciaryto purchase the Bons de Participation and the Class B Shares at an issue price of A325,000,000. From thisamount fees and commissions payable by the Bank will be deducted. The resulting net proceeds ofapproximately A319,000,000 will be used for the general corporate purposes of the Bank and EFG Finance.

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DESCRIPTION OF THE BONS DE PARTICIPATION

Share Capital and Changes in Capital Structure of the Bank

Existing Share Capital

As at the date of this Offering Circular, the share capital of the Bank amounts to CHF 56,410,000 dividedinto 53,610 fully paid up registered shares with a nominal value of CHF 1,000 each and 2,800 fully paid upordinary (class A) Bons de Participation (Partizipationsscheine) with a nominal value of CHF 1,000 each.

Shareholders’ Resolutions of 18th October 2004

The extraordinary shareholders’ meeting held on 18th October, 2004 resolved to increase the share capitalof the Bank by CHF 3,000,000 to CHF 59,410,000 by issuing up to 200,000 preferred non-voting Class BBons de Participation (Bons de Participation) at their nominal value of CHF 15 each (the OrdinaryCapital Increase).

In addition, the extraordinary shareholders’ meeting of 18th October, 2004 resolved to create an authorisedshare capital of up to CHF 3,000,000 under which the Board of Directors is authorised to issue up to 200,000further Bons de Participation with a nominal value of CHF 15 each (the Authorised Capital).

Hence, in aggregate the described shareholders’ resolutions of 18th October, 2004 allow for the creation of400,000 Bons de Participation.

Completion of Capital Increases to create Bons de Participation

By resolutions of 29th October, 2004 and 4th November, 2004, the Board of Directors has resolved tocomplete the Ordinary Capital Increase and to issue, out of the Authorised Capital, 125,000 additional fullypaid Bons de Participation so that the aggregate number of Bons de Participation issued both under theOrdinary Capital Increase and out of the Authorised Capital will be identical to the number of Certificates.The described capital increases are expected to be registered in the commercial register of Zurich on or priorto the Closing Date.

The new Bons de Participation have been subscribed for by the Fiduciary on the basis of the Bons deParticipation Agreement (see “Description of Bons de Participation Agreement”). The shareholders’ pre-emptive rights in respect of the Bons de Participation have been waived by all existing shareholders of theBank.

Upon issue of the Certificates, the issued share capital of the Bank will amount to up to CHF 61,285,000,divided into 53,610 fully paid up registered shares with a nominal value of CHF 1,000 each, 2,800 class Abons de participation and 325,000 Bons de Participation. In addition, the Bank will continue to have anauthorised capital of CHF 1,125,000 under which the Board of Directors is authorised until 18th October,2006, to issue in one or several tranches up to 75,000 bons de participation, having the same terms andconditions as the Bons de Participation under the Bank’s articles of association, save with respect to the dateof issue, the issue and subscription price, the minimum preferred dividend rate and the dividend start date.The Board of Directors is authorised to withdraw the preferred subscription rights of the shareholders andholders of bons de participation and to allocate them to third parties for the financing of the acquisition ofwhole or part of an enterprise or of an investment in another company, or for new investments purposes ofthe Bank at market conditions at the moment of the issuance, as well as, in particular, for direct or indirectfund raising purposes on the international capital markets.

Bons de Participation

Set out below is certain information concerning the Bons de Participation and brief summaries of certainprovisions of the Bank’s articles of association and the Swiss Code of Obligations relating to the Bons deParticipation. This description, which should be read in conjunction with information included elsewhere inthis Offering Circular, does not purport to be complete and is qualified in its entirety by reference to the

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“Art. 10bis

1Die Partizipationsscheine der Kategorie Bverleihen ein Recht auf eine Vorzugsdividende unterder Voraussetzung, dass die Generalversammlungeine entsprechende Dividende beschliesst und dieeinschlägigen Bestimmungen des SchweizerischenObligationenrechts und des Bankengesetzes sowiesonstige für die Gesellschaft geltende rechtlicheVorschriften eingehalten werden. Insbesondere darfkeine Vorzugsdividende ausgerichtet werden,insoweit kein Bilanzgewinn oder frei ausschüttbareReserven bestehen oder eine Vorzugsdividende dieVerletzung anwendbarer Eigenmittel- oderLiquiditätsvorschriften zur Folge hätte. Beschliesstdie Generalversammlung in einem Geschäftsjahrkeine Dividende auszuschütten, oder eine Dividendeauszuschütten, welche zur vollständigen Zahlungeiner Vorzugsdividende nicht ausreicht, erlischt dasRecht auf den nicht bezahlten Teil derVorzugsdividende und wird nicht auf das nächsteGeschäftsjahr vorgetragen.

2Die Partizipationsscheine der Kategorie Bverleihen auf Basis der massgeblichen Einlage(gemäss Definition in Abs. 4) ein Recht auf jährlicheVorzugsdividende, zahlbar in einer oder mehrerenTranchen, zu einem von der Generalversammlungjeweils innerhalb einer Spanne von (i) minimal“annual spot 10 year EUR fixed versus 6-monthEUR EURIBOR swap rate” plus 0.25 und (ii)maximal “annual spot 10 year EUR fixed versus 6-month EUR EURIBOR swap rate” plus 5,festzulegenden Prozentsatz.

1The Class B Bons de Participation confer aright to a preferred dividend payment, provided thatthe general meeting declares a correspondingdividend and further provided that the relevantprovisions of the Swiss Code of Obligations and ofthe Federal Law on Banks and Savings Banks aswell as any other laws, regulations and other legalprovisions applicable to the Bank are complied with.In particular no preferred dividend may be declaredif and to the extent no balance sheet profit or freereserves are available for distribution or a preferreddividend distribution would result in the breach ofapplicable capital adequacy or liquidity regulations.If the general meeting decides in any given year notto distribute dividends, or to distribute a dividend inan amount not covering the full amount of preferreddividend, then the entitlement to the unpaid portionof preferred dividend shall lapse and shall not becarried forward to the following year.

2The Class B Bons de Participation confer aright to an annual preferred dividend calculated onthe basis of the relevant contribution (as defined inpara. 4 below), payable in one or several tranches,at a percentage rate determined by the generalmeeting at the relevant time and within a range of (i)minimum “annual spot 10 year EUR fixed versus 6-month EUR EURIBOR swap rate” plus 0.25 and (ii)maximum “annual spot 10-year EUR versus 6-month EUR EURIBOR swap rate” plus 5.

articles of association of the Bank, the Swiss Code of Obligations, applicable banking laws and regulationsand such other laws and regulations as in effect on the date of this Offering Circular. In addition, referenceis made to the Bons de Participation Agreement which deals with certain rights and obligations relating tothe Bons de Participation and the Certificates (see “Description of Bons de Participation Agreement”).Copies of the articles of association of the Bank and of the Bons de Participation Agreement are availablefor inspection as described under the heading “Documents” in the “General Information” section.

Special Provisions in the Articles of Association of the Bank

The main terms and conditions of the Bons de Participation are contained in the Bank’s articles ofassociation. The Bank’s articles of association regulate the rights and obligations of the Bank and the holdersof all shares and bons de participation in the Bank, including the Bons de Participation. Articles 10bis and10ter of the articles of association of the Bank which deal exclusively with the Bons de Participation arereproduced below; however, those articles not reproduced below are of general application to all holders ofshares and/or bons de participation (of all classes) of the Bank, including the Bons de Participation.

Articles 10bis and 10ter of the Bank’s articles of association read as follows (governing German original andunofficial English translation):

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3Der Anspruch auf Vorzugsdividende entfällt,sofern für das betreffende Geschäftsjahr EFGFinance (Guernsey) Limited mit Zustimmung derGeneralversammlung von EFG Private Bank SA zuGunsten der Partizipanten der Kategorie B eineVorzugsdividende beschlossen hat, welchemindestens der minimalen Vorzugsdividende gemässvorstehendem Absatz 2 entspricht.

4Die Vorzugsdividende ist nach Wahl derPartizipanten der Kategorie B zahlbar in SchweizerFranken oder Euro. Dabei gilt als massgeblicheEinlage im Falle einer Auszahlung

a) in Euro: Euro 999,99 proPartizipationsschein der Kategorie B (der sichdaraus errechnende Schweizer Franken Betraggemäss Umrechnungskurs am Tage desDividendenbeschlusses der Generalversammlung istim Protokoll der Generalversammlung zuprotokollieren), und

b) in Schweizer Franken: Euro 999,99umgerechnet in Schweizer Franken zumUmrechnungskurs am Tage desDividendenbeschlusses.

5Eine allfällige Auszahlung in Euro ist imFalle des Ansteigens des Euro-Kurses nach demDividendenbeschluss in dem Umfang zu kürzen, indem sonst eine höhere Ausschüttung im Gegenwertzum Schweizer Franken zustande käme, es sei denn,die Gesellschaft hat sich gegen entsprechendeWährungsschwankungen abgesichert oder dieGeneralversammlung hat im Dividendenbeschlussdie Ausschüttung eines entsprechenden Mehrbetragsgenehmigt.

6Die auf die Partizipationsscheine derKategorie B fallende Vorzugsdividende wird vor derAusschüttung irgend einer anderen Dividendeausgerichtet. Jeder Partizipant der Kategorie B istberechtigt, auf seinen Anspruch aufVorzugsdividende zu verzichten, in welchem Fallunbeschadet der Ansprüche jener Partizipanten derKategorie B, die nicht auf die Vorzugsdividendeverzichtet haben, die frei werdenden Mittel anAktionäre und Partizipanten der Kategorie Aausgeschüttet werden dürfen. Eine über dieVorzugsdividende hinausgehende Ausschüttungzugunsten der Partizipationsscheine der Kategorie Bist ausgeschlossen; sämtliche anderenAusschüttungen sind zugunsten der Aktien und derPartizipationsscheine der Kategorie A vorbehalten.

7Die Partizipationsscheine der Kategorie Bverleihen einen vorrangigen Anteil an einemallfälligen Liquidationsüberschuss und zwar bis zur

3The entitlement to the preferred dividendlapses if, for the relevant financial year, EFGFinance (Guernsey) Limited has declared, with theapproval of the general meeting of EFG PrivateBank SA, a preferred dividend in favour of theholders of Class B Bons de Participation which atleast amounts to the minimum preferred dividendpursuant to the foregoing paragraph 2.

4The preferred dividend is payable, at thechoice of holders of Class B Bons de Participation,in Swiss francs or euro. For such purpose therelevant contribution shall mean:

a) if the dividend is payable in euro: euro999.99 per Class B Bon de Participation (thecorresponding Swiss francs amount determined onthe basis of the exchange rate prevailing on the daysuch dividend is declared shall be recorded in theminutes of the general meeting resolving thedividend), and

b) if the dividend is payable in Swiss francs: euro999.99 converted into Swiss francs at the exchangerate prevailing on the day such dividend is declared.

5If the euro exchange rate goes up after thedate on which the preferred dividend has beendeclared, the then outstanding amount of preferreddividend payable in euro shall be reduced if and tothe extent the euro amount would exceed the originalcounter value in Swiss francs, unless the Bank hashedged itself against such currency fluctuations orthe general meeting had approved the payment ofsuch additional amount when declaring thepreferred dividend for the financial year.

6The preferred dividend pertaining to theClass B Bons de Participation shall be declaredbefore any other dividend payment. Each holder ofClass B Bons de Participation may waive his right toa preferred dividend, in which event correspondingdistributable funds are available for distribution tothe shareholders and the holders of Class A bons departicipation, however, without prejudice to therights of those holders of Class B Bons deParticipation who did not waive their right to apreferred dividend. A dividend distribution in favourof the Class B Bons de Participation beyond thepreferred dividend is excluded; any otherdistributions shall be made in favour of the sharesand the Class A bons de participation.

7In the event of a liquidation of the Bank, theClass B Bons de Participation confer a right to apreferred portion of any liquidation proceeds, up to

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Höhe der massgeblichen Einlage, nach Wahl derPartizipanten der Kategorie B zahlbar in SchweizerFranken oder Euro. Die für die Auszahlung inSchweizer Franken bzw. Euro massgebliche Einlageberechnet sich gemäss vorstehendem Abs. 4, wobeiVerweise auf den Tag des Dividendenbeschlussesdurch solche auf den Tag der Ausschüttung zuersetzen sind. Ein allfällig darüber hinausverbleibender Liquidationserlös wird ausschliesslichunter den Aktionären und den Partizipanten derKategorie A gemäss den vorliegenden Statuten undgesetzlichen Bestimmungen verteilt.

Art. 10ter

1Die Gesellschaft kann diePartizipationsscheine der Kategorie B, die ihrangeboten werden, unter Einhaltung dermassgeblichen Bestimmungen desObligationenrechts zum Preis der massgeblichenEinlage gemäss vorstehendem Artikel 10bis Abs. 4(wobei dortige Verweise auf den Tag desDividendenbeschlusses hier durch solche auf denTag der Zahlung des Rückkaufsbetrags zu ersetzensind) zurückkaufen, ohne dass gleichzeitigAktionären oder Partizipanten der Kategorie A einRückkaufsangebot unterbreitet werden muss. DerRückkaufspreis ist nach Wahl der Partizipantenzahlbar in Schweizer Franken oder Euro. Im Falleeines solchen Rückkaufs hat die Gesellschaftanschliessend insbesondere die Wahl auf dem Wegeder Statutenänderung und unter Einhaltungzwingend anwendbarer gesetzlicher Bestimmungenzwischen Umwandlung der so erworbenenPartizipationsscheine in:

a) Partizipationsscheine der Kategorie A bzw.in Partizipationsscheine einer neuen Kategorie, oder

b) Aktien,

jeweils mit anschliessenderWiederveräusserung an dieselben oder andereInvestoren, die einer Wiederveräusserungzustimmen.

2Den Aktionären und Partizipanten derKategorie A steht im Rahmen einer solchenWiederveräusserung, sofern es sich umPartizipationsscheine der Kategorie A oder Aktienhandelt, ein Bezugsrecht im Verhältnis ihrerbisherigen Beteiligung zu. Der Bezugspreis wirdvom Verwaltungsrat festgelegt, unterBerücksichtigung dannzumal herrschenderMarktbedingungen. Der Verwaltungsrat kann dienicht ausgeübten Bezugsrechte im Interesse derGesellschaft verwenden.

the amount of the relevant contribution payable, atthe choice of holders of Class B Bons deParticipation, in Swiss francs or euro. In the event ofa payment in Swiss francs or euro respectively, theamount of relevant contribution shall be calculatedin accordance with paragraph 4 above, whereas anyreference therein to the day on which the dividend isdeclared shall be replaced by the day on which theliquidation proceeds are distributed. Any excessamount of the liquidation proceeds shall beexclusively shared between the shareholders and theholders of Class A bons de participation, inaccordance with the present articles of associationand any applicable legal provisions.

1In accordance with the applicable provisionsof the Code of Obligations, the Bank shall have theright to repurchase the Class B Bons deParticipation that will be offered to it, at a priceequal to the relevant contribution as defined inArticle 10bis para. 4 above (whereas any referencetherein to the day on which the dividend is declaredshall be replaced by a reference to the day on whichthe repurchase price is paid). The Bank shall nothave to simultaneously extend such repurchase offerto the shareholders or the holders of Class A bons departicipation. The repurchase price is payable, at thechoice of holders of Class B Bons de Participation,in Swiss francs or euro. In case of such a repurchase,the Bank may, in particular, through an amendmentof its the articles of association and in accordancewith the applicable legal provisions, choose toconvert the repurchased Class B Bons deParticipation either into:

a) Class A bons de participation or bons departicipation of a new class, or

b) common voting shares,

and then to retransfer them to the same or todifferent investors, accepting such retransfer.

2The shareholders and the holders of Class Abons de participation shall have a pre-emptive rightproportional to their previous holding if a retransferpursuant to the foregoing paragraph regards Class Abons de participation or voting shares. Therespective acquisition price shall be determined bythe board of directors, taking into account the thenprevailing market conditions. Pre-emptive rightswhich have not been exercised may be allocated bythe Board of Directors in the interest of the Bank.”

Payment of Preferred Dividends under the Bons de Participation

The declaration of preferred dividends under the Bons de Participation (the Dividends) will remain at thefull discretion of the Bank’s annual general meeting (the AGM) and, further, be subject to the conditions setout in the above quoted article 10bis of the Bank’s articles of association. The proceeds from the issue ofthe Bons de Participation (including the subscription price paid by the Fiduciary) will be part of the nominalcapital and the general reserves of the Bank, and as such, do not form part of the distributable reserves ofthe Bank. In addition, in order to declare a dividend proposed by the Bank’s Board of Directors the AGMwill require a confirmation from the Bank’s statutory auditors that the dividend proposal of the Board ofDirectors is in accordance with Swiss law and the Bank’s articles of association.

Further details regarding the calculation and payment of the Dividends under the Bons de Participation areset out in the Bons de Participation Agreement (see “Description of Bons de Participation Agreement”).

The Bons de Participation Agreement contemplates that Dividends will, as from the year 2006, be payablesemi-annually and at a variable rate (determined semi-annually). Under Swiss law, dividends are generallyonly declared once per financial year at the AGM on the basis of audited financial statements covering thepreceding financial year. The exact amounts of all semi-annual Dividends payable in the relevant year may,thus, not in all circumstances be known at the date of the AGM. Also, Dividend payments of the Bank willbe subject to Swiss withholding tax. The above quoted article 10bis para. 2 of the Bank’s articles ofassociation therefore provides that the AGM may declare an annual preferred dividend at an increasedpercentage rate of up to annual spot 10 year EUR fixed versus 6-month EURIBOR swap rate plus 5. TheAGM is thereby given the discretion to declare a dividend which is increased to take into account Swisswithholding tax as well as changes in interest rates should the relevant Dividend rate not be known on thedate of the AGM. In addition, the dates on which the relevant Dividend rate is fixed and on which therelevant Dividends become payable have been set such that normally the AGM can be held on a date atwhich the amount of relevant Dividend payments will be known. Hence, absent extraordinary events (e.g.severe market disruptions affecting the relevant interest rates or material increases in Swiss withholding tax),art. 10bis para. 2 of the Bank’s articles of association is believed to give the AGM sufficient discretion fordeclaring a Dividend at the contemplated Dividend Rate.

Pursuant to article 10bis para. 6 of the Bank’s articles of association, the Bank’s AGM is prohibited fromdeclaring a dividend in favour of its other shareholders without first declaring a preferred dividend under theBons de Participation. However, under the Bons de Participation Agreement and in accordance with article10bis para. 3 of the Bank’s articles of association, the Fiduciary has agreed that the amount of Dividendowed under the Bons de Participation shall be reduced if and to the extent that EFG Finance, with theapproval of the Bank’s AGM, has for the relevant year declared a preferred dividend on the Class B Sharescovering the Dividend contemplated by the Bons de Participation Agreement (the Covered Amount). Inparticular, no Dividend will therefore be owed under the Bons de Participation if the Covered Amount isgreater than or equal to the amount of Dividends contemplated by the Bons de Participation Agreement and,in such case, the Bank’s AGM shall be at liberty to declare a dividend in favour of its other shareholderswithout first declaring a Dividend under the Bons de Participation (see “Description of Bons deParticipation Agreement”).

Pursuant to the Bons de Participation Agreement, the Fiduciary shall have no claim in respect of anydividend declared by the general meeting of the Bank which exceeds the amount of Dividend contemplatedby the Bons de Participation Agreement for the relevant period (see “Description of the Bons deParticipation Agreement”).

According to the Bank’s articles of association, the preferred dividend on the Bons de Participation ispayable, at the option of the holder of Bons de Participation, in euro or CHF. Under the Bons de ParticipationAgreement the Fiduciary has irrevocably opted for payment in euro.

Preferred Liquidation Proceeds

The articles of association of the Bank do not limit the Bank’s duration.

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According to article 10bis para. 7 of the Bank’s articles of association, upon liquidation of the Bank, holdersof the Bons de Participation will be entitled to a dividend on liquidation proceeds in the amount of euro999.99 per Bon the Participation (or the Swiss franc equivalent amount calculated on the basis of theexchange rate prevailing on the payment date) paid out of available net assets of the Bank, i.e. all assets leftafter full discharge of all liabilities in accordance with applicable liquidation laws and regulations. Anyexcess amount of the liquidation proceeds remaining thereafter will be exclusively shared between theBank’s shareholders and the holders of Class A bons de participation, in accordance with the articles ofassociation of the Bank and any applicable legal provisions.

Under the Bons de Participation Agreement the Fiduciary has elected that any preferred liquidation proceedspayable under the Bons de Participation shall be made in euro.

Pursuant to article 10bis para. 7 of the Bank’s articles of association, holders of the Bons de Participation(including the Fiduciary) have no rights in respect of any liquidation proceeds which exceed euro 999.99 perBons de Participation, i.e. euro 324,996,750 in aggregate for the 325,000 Bons de Participation (see“Description of the Bons de Participation Agreement”).

Repurchase of Bons de Participation

Under the Bons de Participation Agreement, the Fiduciary has agreed that the Bank as well as any PermittedTransferee shall have a right to repurchase all, but not part, of the Bons de Participation, at a repurchase priceof euro 999.99 per Bons de Participation as further described below (see “Description of the Bons deParticipation Agreement”).

The repurchase of the Bons de Participation by the Bank or a Permitted Transferee may require the priorapproval of or clearance by the Swiss Federal Banking Commission. In addition, Swiss law limits thenumber of shares (including Bons de Participations) which the Bank or its subsidiaries may hold orrepurchase. In particular, unless the repurchase occurs in connection with a capital reduction approved by ameeting of the Bank’s shareholders, the Bank and its subsidiaries (but not an independent PermittedTransferee) may only repurchase its shares (including Bons de Participations) if (i) the Bank has sufficientfree reserves to pay the purchase price and (ii) the aggregate nominal value of all shares held by the Bankand its subsidiaries does not exceed 10% of the nominal share capital of the Bank. Furthermore, a companymust create a reserve on its balance sheet in the amount of the purchase price of the acquired shares.

No Voting Rights and Related Rights

According to article 8 para. 2 of the articles of association of the Bank, bons de participation of the Bank,including the Bons de Participation, do not grant any voting or related rights. Deemed to be related rightsare the right to call a general meeting of shareholders, the right to attend at the shareholders meeting, theright of information, the right of inspection and the right to make motions. Holders of bons de participationmay, however, request in writing, addressed to the general meeting of shareholders, information orinspection or the initiation of a special review. The Fiduciary shall not exercise any rights as a holder of theBons de Participation except as specifically provided for in the Conditions of the Certificates (including, byway of reference therein, the Bons de Participation Terms) (see section entitled “Terms and Conditions ofthe Certificates” above).

Pursuant to article 656d of the Swiss Code of Obligations, the calling of a general meeting of shareholdersshall be notified to the holders of Bons de Participation (i.e. the Fiduciary) together with the agenda itemsand motions. Each resolution of such general meeting shall immediately be available for inspection by theholders of Bons de Participation at the Bank’s registered office and branches. Holders of Bons deParticipation shall be informed thereof in the notice.

Amendments to the Bank’s Articles of Association (including Issuance of further Shares and Bons deParticipation by the Bank)

Pursuant to article 656f of the Swiss Code of Obligations, amendments to the Bank’s articles of associationor other resolutions of the Bank’s general meeting of shareholders which impair the status of the holders of

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bons de participation are allowed only if the status of the shareholders who rank equal to the holders of bonsde participation is equally impaired. Preferential rights provided for by the Bank’s articles of association mayonly be limited or withdrawn with the consent of a special meeting of the affected holders of bons departicipation and of the general meeting of shareholders of the Bank. Under the Bons de ParticipationAgreement, the Fiduciary has agreed that, notwithstanding the above provisions, the Bank is not prohibitedfrom issuing or guaranteeing other securities (including, without limitation, shares and bons de participation)ranking pari passu or senior to its obligations under the Bons de Participation.

Waiver of Pre-emptive Rights

The share capital of the Bank may be increased in consideration of contributions in cash by a resolutionpassed at a general meeting of the shareholders of the Bank by the absolute majority of the votes cast, or inconsideration of contributions in kind or if the pre-emptive rights of the shareholders are excluded or, in theevent of a transformation of reserves into share capital, by a majority of two-thirds of the shares represented(in person or by proxy) and the majority of the nominal value of the shares represented at the passing of theresolution.

Under Swiss law and the articles of association of the Bank, shareholders (including holders of bons departicipation) of the Bank have certain pre-emptive rights (Bezugsrechte, Vorwegzeichnungsrechte) tosubscribe for new issues of shares (including bons de participation), option bonds or convertible bonds. Aresolution adopted at a shareholders’ meeting with a qualified majority may, however, limit or suspend pre-emptive rights for valid reasons (wichtiger Grund).

Under the Bons de Participation Agreement the Fiduciary has waived any existing and future pre-emptiverights attaching to the Bons de Participations (see “Description of Bons de Participation Agreement”).

No Printing of Physical Bons de Participation Certificates

According to article 9bis of the Bank’s articles of association, holders of bons de participation (includingBons de Participations) are not entitled to the printing and delivery of certificates representing such bons departicipation. The Bank may nevertheless at any time print and deliver printed bons de participationcertificates, and annul, without any indemnification, any issued certificates, upon remittance. A holder ofbons de participation (including Bons de Participation) may, however, at any time request the Bank to deliveran attestation (which is not a negotiable instrument) certifying the number of bons de participation he thenowns. Based thereon, at Closing the Fiduciary will receive a physical certificate representing the 325,000Bons de Participation. The certificate will be stored in safe custody with EFG Bank European FinancialGroup as Depositary pursuant to the terms and conditions of the Bons de Participation Agreement.

Transfer Restrictions

According to the articles of association of the Bank the transfer of the Bons de Participation is restricted.

In addition, under the Bons de Participation Subscription Agreement, the Fiduciary has agreed not to transferthe Bons de Participation to any person other than to the Bank or a Permitted Transferee (see “Descriptionof the Bons de Participation Agreement”). Under no circumstances will the Bons de Participation betransferred to Certificateholders.

Notices

Notices of the Bank are made by publication in the Swiss Official Gazette of Commerce (SchweizerischesHandelsamtsblatt). In addition, notices of the Bank to shareholders (including holders of Bons deParticipation) are made by registered mail to the address recorded in the Bank’s shareholders register.

Enforcement of Claims in Euro

Any judgment rendered against the Bank by the courts of Switzerland for claims under the Bons deParticipations due in euro generally would be awarded in euro if so requested. However, for the enforcementof such judgment in Switzerland, the claim would have to be converted into CHF generally at the rate ofexchange ruling at the date of instituting the enforcement proceedings rather than at the date of judgment.

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DESCRIPTION OF THE CLASS B SHARES

EFG Finance will issue 325,000 Preferred Non-voting Class B Shares of A0.01 each (Class B Shares) to theFiduciary at an initial issue price of A0.01 per Class B Share. The Class B Shares will be issued subject tothe Articles of Association of EFG Finance (the Articles).

The rights attaching to the Class B Shares are, inter alia, as follows:-

1. Voting

The Class B Shares are issued as non-voting shares. Holders of the Class B Shares will not be entitled toattend and vote at General Meetings of EFG Finance save in respect of any resolution the effect of which isto alter or amend the rights attaching to the Class B Shares.

2. Dividends

Class B Shares carry a preferential entitlement to participate in the distribution of profits of EFG Finance inpriority to the holders of Class A Shares. Subject to approval by resolution at the Annual General Meetingof EFG Private Bank SA and by a resolution of the board of directors of EFG Finance, dividends or otherdistributions of profits of EFG Finance will be paid to the holders of the Class B Shares in the non-cumulative amounts described below before any dividend or other distribution out of the profits of EFGFinance declared, paid or made to the holders of the Class A Shares:

(a) from (and including) 10th November, 2004 to (but excluding) 10th November, 2005 a dividend at afixed rate of 6.50% per annum (the “Fixed Dividend Rate”) calculated on the basis of A1,000 per ClassB Share and payable in Euro in arrear on 10th November, 2005; and

(b) from (and including) 10th November, 2005 at the “Variable Dividend Rate” determined semi-annuallyin accordance with Article 3(7) of the Articles of EFG Finance and calculated on the basis of A1,000per Class B Share, payable in Euro, semi-annually in arrear on 30th April and 30th October,commencing on 30th April, 2006 (each a “Dividend Payment Date”, and each period from andincluding a Dividend Payment Date to but excluding the next Dividend Payment Date, a “DividendPeriod”),

as the case may be, increased by an amount sufficient to make up for any amount withheld from suchpayments if Dividends in the amounts set out in the foregoing sub-paragraphs (a) or (b) become subject tonon-refundable deductions or non-refundable retentions of tax or duties.

The Variable Dividend Rate will be determined on the basis of the following provisions:

(a) (i) the Calculation Agent will determine the Reference Rate, being “EUR-ISDA-EURIBOR SwapRate-11:00”, meaning the annual spot 10 year EUR fixed versus 6-month EUR EURIBORswap rate, expressed as a percentage, which appears on the Reuters Screen “ISDAFIX2” Pageunder the heading “EURIBOR BASIS-FRF” (the “Relevant Screen Page”, which shall includeany such other page or service determined by the Calculation Agent as may replace suchRelevant Screen Page) and above the caption “11:00 AM FRANKFURT” (as such headingsand captions may appear from time to time) as of 11:00 a.m., Frankfurt time, on the sixthBusiness Day prior to the first day of the relevant Dividend Period (the “DividendDetermination Date”);

(ii) if, on that day, the Reference Rate does not appear on the Relevant Screen Page, or for anyother reason is unavailable or cannot reasonably be calculated, the Reference Rate for that datewill be determined as if the parties had specified “EUR- Annual Swap Rate – Reference Banks”as the applicable Reference Rate. “EUR-Annual Swap Rate – Reference Banks” means that theReference Rate will be a percentage determined on the basis of the mid-market annual swaprate quotations provided by five leading swap dealers in the interbank market (the “ReferenceBanks”) at approximately 11:00 a.m., Frankfurt time, on that Dividend Determination Date.For this purpose, the mid-market annual swap rate means the arithmetic mean of the bid and

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offered rates for the annual fixed leg, calculated on a 30/360 day count basis, of a fixed-for-floating euro interest rate swap transaction with a 10 year maturity commencing on the first dayof the relevant Dividend Period and in an amount that is representative for a single transactionin the relevant market at the relevant time with an acknowledged dealer of good credit in theswap market, where the floating leg, in each case calculated on an Actual/360 day count basis,is equivalent to “EUR-EURIBOR-Telerate” (as defined in Section 7.1(e)(i) of the Annex to the2000 ISDA Definitions as published by the International Swaps and Derivatives Association,Inc.), where the Designated Maturity is six months and the Reset Date is the first day of therelevant Dividend Period. The Calculation Agent will request the principal office of each of theReference Banks to provide a quotation of its rate. If at least three quotations are provided, therate for the first day of the relevant Dividend Period will be the arithmetic mean of thequotations, eliminating the highest quotation (or, in the event of equality, one of the highest)and the lowest quotation (or, in the event of equality, one of the lowest),

and the Variable Dividend Rate for such Dividend Period shall be the sum of 0.25 per cent. per annumand the Reference Rate; provided however, that if on any Dividend Determination Date, theCalculation Agent is unable to determine the Reference Rate in accordance with the above provisions,the Variable Dividend Rate applicable to the Class B Shares during such Dividend Period will be thesum of 0.25 per cent. per annum and the Reference Rate last determined in relation to the Class BShares in respect of a preceding Dividend Period.

The Variable Dividend Rate will be capped at 8 per cent. per annum.

(b) The Calculation Agent will, as soon as practicable after 11.00 a.m. (Frankfurt Time) on each DividendDetermination Date determine the Variable Dividend Rate and calculate the amount of variableDividend payable in respect of each Class B Share (the “Variable Dividend Amount”) for the relevantDividend Period. The Variable Dividend Amount payable on each Class B Share shall be calculated(i) on the basis of a 30/360 day count fraction and (ii) on the basis of A1,000 per Class B Share,provided that if any date for payment of a dividend on the Class B Shares is not a business day inLuxembourg, Guernsey, Zurich and a day on which the Trans-European Automated Real-Time GrossSettlement Express Transfer (TARGET) System is open (a Business Day) then the holder thereofshall not be entitled to any payment until the next following Business Day and shall not be entitled toany accrued dividend or other amount in respect of such delay.

(c) The Calculation Agent will cause the Variable Dividend Rate and the Variable Dividend Amount foreach Dividend Period and the relevant Dividend Payment Date to be notified to the Bank and EFGFinance by no later than close of business on the Dividend Determination Date and to the Fiduciaryand the Fiscal Agent for the Certificates by no later than the Dividend Payment Date.

(d) All notifications, opinions, determinations, certificates, calculations, quotations and decisions given,expressed, made or obtained for the purposes of the provisions of the foregoing by the CalculationAgent, will (in the absence of wilful default, bad faith or manifest error) be binding on the CalculationAgent, the Fiduciary, the Bank, EFG Finance, the Fiscal Agent and all Certificateholders andCouponholders and (in the absence of wilful default or bad faith) no liability to EFG Finance, theBank, the Fiduciary, the Fiscal Agent or the Certificateholders or Couponholders shall attach to theCalculation Agent in connection with the exercise or non exercise by it of its powers, duties anddiscretions pursuant to the foregoing.

The preferential dividend payment on the Class B Shares will be subject to the approval of the AnnualGeneral Meeting of the Bank and a resolution of the board of directors of EFG Finance. Dividends are notcumulative meaning that if the annual general meeting of the Bank does not approve or if the board ofdirectors of EFG Finance does not declare a preferential dividend on the Class B Shares or if only a reducedpreferential dividend on Class B Shares is approved by the annual general meeting of the Bank and declaredby the board of directors of EFG Finance for any relevant Dividend Period holders of Class B Shares willlose their right to the preferential dividend on Class B Shares for such Dividend Period and have no right toreceive payments in respect of any missed or reduced dividend payment even if payment of preferentialdividends on Class B Shares is resumed at a later stage.

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Pursuant to the Articles of EFG Finance the directors are prohibited from declaring a dividend in favour ofits other shareholders without first declaring a preferred dividend in respect of the Class B Shares. However,under the Class B Shares Agreement and in accordance with the Articles of EFG Finance, the Fiduciary hasagreed that the amount of Dividend owed in respect of the Class B Shares shall be reduced if and to theextent that the Bank’s AGM has for the relevant year declared a preferred dividend on the Bons deParticipation covering the Dividend contemplated by the Class B Shares Agreement (the Covered Amount).In particular, no Dividend will therefore be owed in respect of the Class B Shares if the Covered Amount isgreater than or equal to the amount of Dividends contemplated by the Class B Shares Agreement and, in suchcase, the directors shall be at liberty to declare a dividend in favour of its other shareholders without firstdeclaring a Dividend.

Pursuant to the Class B Shares Agreement, the Fiduciary shall have no claim in respect of any dividenddeclared by the directors which exceeds the amount of Dividends contemplated by the Class B SharesAgreement for the relevant period (see “Description of the Class B Shares Agreement”).

The declaration of a preferential dividend on Class B Shares will remain at the full discretion of the directorsof EFG Finance and the Bank’s AGM. Furthermore, any preferential dividend on the Class B Shares shallcomply with the provisions of the Memorandum and Articles of Association of EFG Finance and the relevantprovisions of the Companies (Guernsey) Law 1994-1996 and any other relevant regulations to which theEFG Group may be subject, including any applicable laws and regulations were the Bank to declare suchpreferred dividend. This, among others, means that no preferred dividend on the Class B Shares shall bedeclared should there be no distributable profit and no distributable reserves at the Bank or EFG Finance, orshould such preferred dividend declaration or payment lead to a breach of the applicable capital adequacyor liquidity regulations.

3. Winding Up

In case of liquidation of EFG Finance, holders of the Class B Shares will be entitled to the first A3,250 paidout of available net assets (i.e., assets left after payment of all debts, including senior and subordinatedclaims). Any excess will then be paid to the holders of Class A Shares of EFG Finance.

4. Redemption

The Class B Shares are redeemable at the option of the Directors of EFG Finance on 30th April, 2010 or onany dividend payment date thereafter against payment in cash to the holder of A0.01 per Class B Share.

The Class B Shares will be issued fully paid. No further liability will attach to the holders of the Class BShares.

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DESCRIPTION OF BONS DE PARTICIPATION AGREEMENT

On 3rd November, 2004, the Bank and the Fiduciary entered into the “Bons de Participation Agreement”.

The purpose of the Bons de Participation Agreement is twofold. First, it deals with the subscription by theFiduciary of the Bons de Participation. Secondly, it records certain rights and obligations relating to the Bonsde Participation for the period from the Closing Date until the date on which the Certificates are redeemed.

Subscription of Bons de Participation

Subject to the terms and conditions of the Bons de Participation Agreement, the Bank has agreed to issue the325,000 Bons de Participation, and the Fiduciary has agreed to subscribe and pay for the Bons deParticipation at a nominal value of CHF 15 (payable at the date of issue of the Bons de Participation) and(subject to the issuance of the Certificates having occurred) a total subscription price of A999.99 per Bon deParticipation, payable at the Closing Date (net of any previously paid nominal value and fees andcommissions).

Rights and Obligations after the Closing Date

Calculation of Dividend

The Bons de Participation Agreement contains the details regarding the calculation and payment of theDividend under the Bons de Participation. The main provision is clause 3.1 which reads as follows:

“3.1 Dividends

3.1.1 Payment of Preferred Dividends

Subject to the limitations set out in Clause 3.1.3 and elsewhere in this Agreement, if approved by theBank’s annual general meeting (the “AGM”), the preference dividend on the Bons de Participation(the “Dividend”) will be calculated and payable as follows:

(a) from (and including) the Closing Date to (but excluding) the first anniversary of the ClosingDate a dividend at a fixed rate of 6.5% per annum (the “Fixed Dividend Rate”) calculated onthe basis of B999.99 per Bon de Participation and payable in euro in arrear on the firstanniversary of the Closing Date, and

(b) from (and including) the first anniversary of the Closing Date an annual dividend at the“Variable Dividend Rate” determined semi-annually in accordance with Clause 3.1.2 andcalculated on the basis of B999.99 per Bon de Participation, payable in euro, semi-annually inarrear on 30th April and 30th October, commencing on 30th April 2006 (each a “DividendPayment Date”, each period from and including a Dividend Payment Date to but excluding thenext Dividend Payment Date, a “Dividend Period”),

as the case may be, increased by an amount sufficient to make up for the withheld taxes and/or dutiesif Dividends in the amounts set out in the foregoing sub-paragraphs (a) or (b) become subject to non-refundable deductions or non-refundable retentions of tax or duties.

3.1.2 Variable Dividend Rate

(a) The Variable Dividend Rate will be determined on the basis of the following provisions:

(i) The Calculation Agent will determine the “Reference Rate”, being “EUR-ISDA-EURIBOR Swap Rate-11:00”, meaning the annual spot 10 year EUR fixed versus 6-month EUR EURIBOR swap rate, expressed as a percentage, which appears on theReuters Screen “ISDAFIX2” Page under the heading “EURIBOR BASIS-FRF” (the“Relevant Screen Page”, which shall include any such other page or service determined

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by the Calculation Agent as may replace such Relevant Screen Page) and above thecaption “11:00 AM FRANKFURT” (as such headings and captions may appear fromtime to time) as of 11:00 a.m., Frankfurt time, on the sixth Business Day prior to the firstday of the relevant Dividend Period (the “Dividend Determination Date”);

(ii) if, on that day, the Reference Rate does not appear on the Relevant Screen Page, or forany other reason is unavailable or cannot reasonably be calculated, the Reference Ratefor that date will be determined as if the parties had specified “EUR-Annual Swap Rate– Reference Banks” as the applicable Reference Rate. “EUR Annual Swap Rate –Reference Banks” means that the Reference Rate will be a percentage determined on thebasis of the mid market annual swap rate quotations provided by five leading swapdealers in the interbank market (the “Reference Banks”) at approximately 11:00 a.m.,Frankfurt time on that Dividend Determination Date. For this purpose, the mid-marketannual swap rate means the arithmetic mean of the bid and offered rates for the annualfixed leg, calculated on a 30/360 day count basis, of a fixed for floating euro interestrate swap transaction with a 10 year maturity commencing on the first day of therelevant Dividend Period and in an amount that is representative for a singletransaction in the relevant market at the relevant time with an acknowledged dealer ofgood credit in the swap market, where the floating leg, in each case calculated on anActual/360 day count basis, is equivalent to “EUR-EURIBOR-Telerate” (as defined inSection 7.1(e)(i) of the Annex to the 2000 ISDA Definitions as published by theInternational Swaps and Derivatives Association, Inc.), where the Designated Maturityis six months and the Reset Date is the first day of the relevant Dividend Period. TheCalculation Agent will request the principal office of each of the Reference Banks toprovide a quotation of its rate. If at least three quotations are provided, the rate for thefirst day of the relevant Dividend Period will be the arithmetic mean of the quotations,eliminating the highest quotation (or, in the event of equality, one of the highest) and thelowest quotation (or, in the event of equality, one of the lowest),

and the Variable Dividend Rate for such Dividend Period shall be the sum of 0.25 per cent. perannum and the Reference Rate; provided however, that if on any Dividend Determination Date,the Calculation Agent is unable to determine the Reference Rate in accordance with the aboveprovisions, the Variable Dividend Rate applicable to the Bons de Participation during suchDividend Period will be the sum of 0.25 per cent. per annum and the Reference Rate lastdetermined in relation to the Bons de Participation in respect of a preceding Dividend Period.

The Variable Dividend Rate will be capped at 8 per cent. per annum.

(b) The Calculation Agent will, as soon as practicable after 11.00 a.m. (Frankfurt Time) on eachDividend Determination Date determine the Variable Dividend Rate and calculate the amountof variable Dividend payable in respect of each Bon de Participation (the “Variable DividendAmount”) for the relevant Dividend Period. The Variable Dividend Amount payable on eachBon de Participation shall be calculated on the basis of a 30/360 day count fraction and byreference to a nominal amount of A999.99 per Bon de Participation. If a Dividend PaymentDate is not a Business Day then the holder of a Bon de Participation shall not be entitled toany amount until the next following Business Day and shall not be entitled to any accrueddividend or other amount in respect of such delay.

(c) The Calculation Agent will cause the Variable Dividend Rate and the Variable DividendAmount for each Dividend Period and the relevant Dividend Payment Date to be notified to theBank by no later than close of business on the Dividend Determination Date and to theFiduciary and the Fiscal Agent for the Certificates by no later than the relevant DividendPayment Date.

(d) All notifications, opinions, determinations, certificates, calculations, quotations and decisionsgiven, expressed, made or obtained for the purposes of the provisions of this Clause 3.1.2, bythe Calculation Agent, will (in the absence of wilful default, bad faith or manifest error) be

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binding on the Calculation Agent, the Fiduciary, the Bank, the Fiscal Agent and allCertificateholders and Couponholders and (in the absence of wilful default or bad faith) noliability to the Bank, the Fiduciary, the Fiscal Agent or the Certificateholders or theCouponholders shall attach to the Calculation Agent in connection with the exercise or nonexercise by it of its powers, duties and discretions under this Clause 3.1.2.

3.1.3 Limitations

(a) The declaration of Dividends will remain at the full discretion of the Bank’s AGM and, further,be subject to the conditions set out in article 10bis of the Bank’s articles of association and thelaws, rules and regulations referred to therein. In addition, no Dividend proposed by the Bank’sBoard of Directors may be declared by the AGM unless the Bank’s statutory auditors haveconfirmed that the Dividend proposal of the Board of Directors is in accordance with Swiss lawand the Bank’s articles of association.

(b) Dividends are not cumulative meaning that if the AGM does not declare a Dividend or onlydeclares a reduced Dividend for any relevant Dividend Period holders of Bons de Participationwill lose their right to any Dividend for such Dividend Period and have no right to receivepayments in respect of any missed or reduced Dividend payment even if payment of Dividendsis resumed at a later stage.

(c) The Fiduciary herewith irrevocably and unconditionally waives any right on dividendsdeclared by the Bank’s shareholders’meeting which exceed the amount of Dividend determinedin accordance with Clause 3.1.1.

(d) The Fiduciary acknowledges and agrees that the amount of Dividend contemplated by Clause3.1.1 shall be reduced if and to the extent that EFG Finance, with the approval of the generalmeeting of the Bank, has declared a preferred dividend on the Class B Shares of EFG Financecovering the Dividend contemplated by Clause 3.1.1 (the Covered Amount). In particular, noDividend shall be owed under the Bons de Participation if the Covered Amount is greater thanor equal to the amount of Dividends contemplated by Clause 3.1.1 and, in such case, the Bank’sgeneral meeting shall be at liberty to declare a dividend in favour of its other shareholderswithout first declaring a Dividend under the Bons de Participation. Upon request of the Bankthe Fiduciary shall, if legally required, upon confirmation by EFG Finance that a preferreddividend on the Class B Shares has been declared which covers all or part of the Dividend,separately confirm to the AGM and the Bank’s auditors that no Dividend (or only a reducedDividend for the uncovered amount (as the case may be)) needs to be declared.

3.1.4 Hedging

If the AGM declares a Dividend, the Bank shall appropriately hedge itself against changes in currencyexchange rates such that the payment of the respective Dividend will not be subject to reductionpursuant to article 10bis para. 5 of the Bank’s articles of association.

3.1.5 Payment of Dividends in euro

With reference to article 10bis para. 4 of the Bank’s articles of association, the Fiduciary herebyirrevocably and unconditionally elects for payment of Dividends in euro.”

Repurchase of Bons de Participation

Pursuant to the Bons de Participation Agreement, the Bank and any Permitted Transferee have the right torepurchase all, but not part of, the Bons de Participation (the Repurchase Right) on 30th April, 2010 andon any Dividend Payment Date thereafter (each a Repurchase Date) against payment in cash to the FiscalAgent on behalf of the Fiduciary of A999.99 per Bon de Participation, i.e. euro 324,996,750 in total for325,000 Bons de Participation (the Repurchase Price) for payment to the Certificateholders.

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If the Bank or a Permitted Transferee wish to exercise the Repurchase Right they shall deliver to theFiduciary no more than 60 nor less than 30 calendar days prior to the relevant Repurchase Date a writtenExercise Notice.

The Bank or the Permitted Transferee (as the case may be) shall pay the Repurchase Price in free funds tothe Fiscal Agent on behalf of the Fiduciary on or prior to 11:00 a.m., CET on the Repurchase Date forpayment to the Certificateholders and, in turn, the Fiduciary shall deliver the Bons de Participation to theBank or to the Permitted Transferee (as the case may be).

Further Undertakings

The Bons de Participation Agreement, inter alia, contains the following further undertakings:

Transfer Restriction: The Fiduciary has undertaken that, except in the event of exercise of a RepurchaseRight or a permitted substitution of the Fiduciary, it will not transfer, assign, encumber or otherwise disposein any manner of the Bons de Participation to any other person, and any such disposal shall have no effect.The Bons de Participation Certificate, endorsed in blank by the Fiduciary, shall as from the Closing Date beheld in safe custody with EFG Bank European Financial Group as Depositary or such other person becomingthe Depositary pursuant to the Bons de Participation Agreement. The Depositary shall release the Bons deParticipation Certificate solely in accordance with the terms and conditions of the Bons de ParticipationAgreement.

Waiver of Pre-Emptive Rights: The Fiduciary has irrevocably and unconditionally waived in advance anyfuture pre-emptive rights (including, without limitation subscription rights (Bezugsrechte) and pre-emptiverights connected to linked instruments (Vorwegzeichnungsrechte)) attached to the Bons de Participation.Upon request of the Bank, the Fiduciary will issue a respective confirmation of waiver at the time of issuanceof new shares or linked instruments.

Issuance or Guaranteeing of other Securities: The Bank shall not be prohibited from issuing or guaranteeingother securities (including, without limitation, shares and bons de participation) ranking pari passu or seniorto the Bank’s obligations under the Bons de Participation. If at the time the Bank issues or guarantees suchother securities, an affirmative vote of a special meeting of holders of Bons de Participation or a separatewaiver of the holders of Bons de Participation is legally required to permit the issue or guaranteeing of suchother securities, the Fiduciary shall vote accordingly in the meeting of holders of the Bons de Participationsand grant a respective waiver.

Substitution of Fiduciary: The Fiduciary has undertaken not to resign unless a new Fiduciary has beenappointed in accordance with conditions 12.1 and 12.4 of the terms and conditions of the Certificates andthe new Fiduciary has confirmed to the Bank in writing that it assumes all rights and obligations of theFiduciary hereunder.

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DESCRIPTION OF THE CLASS B SHARES AGREEMENT

On 9th November, 2004, EFG Finance and the Fiduciary entered into the “Class B Shares Agreement”. Thepurpose of the Class B Shares Agreement is twofold. First, it deals with the subscription by the Fiduciary ofthe Class B Shares. Secondly, it records certain rights and obligations relating to the Class B Shares for theperiod between the Closing Date and the date on which the Certificates are redeemed.

Subscription of Class B Shares

Subject to the terms and conditions of the Class B Shares Agreement, EFG Finance has agreed to issue theClass B Shares, and the Fiduciary has agreed to subscribe and pay for the Class B Shares at a totalsubscription price of A0.01 per Class B Share, payable at the Closing Date (net of any previously paidnominal value).

Rights and Obligations after the Closing Date

Calculation of Dividend

The Articles of Association of EFG Finance contain the details regarding the calculation and payment of theDividend under the Class B Shares; these details are mirrored and further specified in the Class B SharesAgreement. The main provisions are contained in Clause 3.1 of the Class B Shares Agreement and read asfollows:

“3.1 Dividends

3.1.1 Payment of Preferred Dividends

Subject to approval by resolution at the Annual General Meeting of EFG Private Bank SA and by aresolution of the board of directors of the Company the preference dividend on Class B Shares will becalculated and payable as follows:

(a) from (and including) 10th November, 2004 to (but excluding) 10th November, 2005 a dividendat a fixed rate of 6.50% per annum (the “Fixed Dividend Rate”) calculated on the basis ofB1,000 per Class B Share and payable in Euro in arrear on 10th November, 2005; and

(b) from (and including) 10th November, 2005 at the “Variable Dividend Rate” determined semi-annually in accordance with Clause 3.1.2 and calculated on the basis of B1,000 per Class BShare, payable in Euro, semi-annually in arrear on 30th April and 30th October, commencingon 30th April, 2006 (each a “Dividend Payment Date”, and each period from and including aDividend Payment Date to but excluding the next Dividend Payment Date, a “DividendPeriod”),

as the case may be, increased by an amount sufficient to make up for any amount withheld from suchpayments if Dividends in the amounts set out in the foregoing sub-paragraphs (a) or (b) becomesubject to non-refundable deductions or non-refundable retentions of tax or duties.

3.1.2 Variable Dividend Rate

(a) The Variable Dividend Rate will be determined on the basis of the following provisions:

(i) the Calculation Agent will determine the Reference Rate, being “EUR-ISDA-EURIBORSwap Rate-11:00”, meaning the annual spot 10 year EUR fixed versus 6-month EUREURIBOR swap rate, expressed as a percentage, which appears on the Reuters Screen“ISDAFIX2” Page under the heading “EURIBOR BASIS-FRF” (the “Relevant ScreenPage”, which shall include any such other page or service determined by theCalculation Agent as may replace such Relevant Screen Page) and above the caption“11:00 AM FRANKFURT” (as such headings and captions may appear from time to

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time) as of 11:00 a.m., Frankfurt time, on the sixth Business Day prior to the first dayof the relevant Dividend Period (the “Dividend Determination Date”);

(ii) if, on that day, the Reference Rate does not appear on the Relevant Screen Page, or forany other reason is unavailable or cannot reasonably be calculated, the Reference Ratefor that date will be determined as if the parties had specified “EUR- Annual Swap Rate– Reference Banks” as the applicable Reference Rate. “EUR-Annual Swap Rate –Reference Banks” means that the Reference Rate will be a percentage determined on thebasis of the mid-market annual swap rate quotations provided by five leading swapdealers in the interbank market (the “Reference Banks”) at approximately 11:00 a.m.,Frankfurt time, on that Dividend Determination Date. For this purpose, the mid-marketannual swap rate means the arithmetic mean of the bid and offered rates for the annualfixed leg, calculated on a 30/360 day count basis, of a fixed-for-floating euro interestrate swap transaction with a 10 year maturity commencing on the first day of therelevant Dividend Period and in an amount that is representative for a singletransaction in the relevant market at the relevant time with an acknowledged dealer ofgood credit in the swap market, where the floating leg, in each case calculated on anActual/360 day count basis, is equivalent to “EUR-EURIBOR-Telerate” (as defined inSection 7.1(e)(i) of the Annex to the 2000 ISDA Definitions as published by theInternational Swaps and Derivatives Association, Inc.), where the Designated Maturityis six months and the Reset Date is the first day of the relevant Dividend Period. TheCalculation Agent will request the principal office of each of the Reference Banks toprovide a quotation of its rate. If at least three quotations are provided, the rate for thefirst day of the relevant Dividend Period will be the arithmetic mean of the quotations,eliminating the highest quotation (or, in the event of equality, one of the highest) and thelowest quotation (or, in the event of equality, one of the lowest),

and the Variable Dividend Rate for such Dividend Period shall be the sum of 0.25 per cent. perannum and the Reference Rate; provided however, that if on any Dividend Determination Date,the Calculation Agent is unable to determine the Reference Rate in accordance with the aboveprovisions, the Variable Dividend Rate applicable to the Class B Shares during such DividendPeriod will be the sum of 0.25 per cent. per annum and the Reference Rate last determined inrelation to the Class B Shares in respect of a preceding Dividend Period.

The Variable Dividend Rate will be capped at 8 per cent. per annum.

(b) The Calculation Agent will, as soon as practicable after 11.00 a.m. (Frankfurt Time) on eachDividend Determination Date determine the Variable Dividend Rate and calculate the amountof variable Dividend payable in respect of each Class B Share (the “Variable DividendAmount”) for the relevant Dividend Period. The Variable Dividend Amount payable on eachClass B Share shall be calculated (i) on the basis of a 30/360 day count fraction and (ii) on thebasis of B1,000 per Class B Share, provided that if any Dividend Payment Date is not aBusiness Day then the holder thereof shall not be entitled to any payment until the nextfollowing Business Day and shall not be entitled to any accrued dividend or other amount inrespect of such delay.

(c) The Calculation Agent will cause the Variable Dividend Rate and the Variable DividendAmount for each Dividend Period and the relevant Dividend Payment Date to be notified toEFG Finance and the Bank by no later than close of business on the Dividend DeterminationDate and to the Fiduciary and the Fiscal Agent for the Certificates by no later than theDividend Payment Date.

(d) All notifications, opinions, determinations, certificates, calculations, quotations and decisionsgiven, expressed, made or obtained for the purposes of the provisions of this Clause 3.1.2 bythe Calculation Agent, will (in the absence of wilful default, bad faith or manifest error) bebinding on the Calculation Agent, the Fiduciary, the Bank, EFG Finance, the Fiscal Agent andall Certificateholders and Couponholders and (in the absence of wilful default or bad faith) no

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liability to the Bank, EFG Finance, the Fiduciary, the Fiscal Agent or the Certificateholdersor Couponholders shall attach to the Calculation Agent in connection with the exercise or nonexercise by it of its powers, duties and discretions pursuant to this Clause 3.1.2.

3.1.3 Limitations

(a) The declaration of Dividends will remain at the full discretion of the Directors and the Bank’sgeneral meeting and, further, be subject to the approval of the conditions set out in EFGFinance’s articles of association and the laws, rules and regulations referred to therein and anyother relevant regulation to which the EFG group may be subject, including any applicablelaws and regulations were the Bank to declare such preferred dividend.

(b) Dividends are not cumulative meaning that if the Directors do not declare a Dividend or onlydeclare a reduced Dividend for any relevant Dividend Period holders of Class B Shares willlose their right to Dividend for such Dividend Period and have no right to receive payments inrespect of any missed or reduced Dividend payment even if payment of Dividends is resumedat a later stage.

(c) The Fiduciary herewith irrevocably and unconditionally waives any right on dividendsdeclared by the Directors and which exceed the amount of Dividend determined in accordancewith Clause 3.1.1.

(d) The Fiduciary acknowledges and agrees that the amount of Dividend contemplated by Clause3.1.1 shall be reduced if and to the extent that the Bank has declared a preferred dividend onthe Bons de Participation covering the Dividend contemplated by Clause 3.1.1 (the “CoveredAmount”). In particular, no Dividend shall be owed under the Class B Shares if the CoveredAmount is greater than or equal to the amount of Dividends contemplated by Clause 3.1.1 and,in such case, the Directors shall be at liberty subject to the approval of the Bank’s shareholdersin general meeting, to declare a dividend in favour of its other shareholders without firstdeclaring a Dividend under the Class B Shares. Upon request of EFG Finance the Fiduciaryshall, if legally required, upon confirmation by the Bank that a preferred dividend on the Bonsde Participation has been declared which covers all or part of the Dividend, separately confirmto EFG Finance and its auditors that no Dividend (or only a reduced Dividend for theuncovered amount (as the case may be)) needs to be declared.

3.1.4 Payment of Dividends in Euro

The Fiduciary hereby irrevocably and unconditionally elects for payment of Dividends in euro.”

Redemption of Class B Shares

Pursuant to the Class B Shares Agreement and the Articles of Association of EFG Finance, EFG Finance hasthe right to redeem and/or repurchase all, but not part, of the Class B Shares (the Repurchase Right) on 30thApril, 2010 and on any Dividend Payment Date thereafter (each a Repurchase Date) against payment incash to the Fiscal Agent on behalf of the Fiduciary of euro 0.01 per Class B Share (the Repurchase Price).

If EFG Finance wishes to exercise the Repurchase Right it shall deliver to the Fiduciary not less than 30 normore than 60 calendar days prior to the relevant Repurchase Date a compulsory redemption notice.

EFG Finance shall pay the Repurchase Price in free funds to the Fiscal Agent on behalf of the Fiduciary onor prior to 11:00 a.m., CET on the Repurchase Date for payment to the Certificateholders against deliveryby the Fiduciary of the relevant share certificates relating to the Class B Shares being redeemed.

Further Undertakings

The Class B Shares Agreement, inter alia contains the following further undertakings:

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Transfer Restriction: The Fiduciary has undertaken that, except in the event of exercise of a RepurchaseRight or a permitted substitution of the Fiduciary, it will not transfer, assign, encumber or otherwise disposein any manner of the Class B Shares to any other person, and any such disposal shall have no effect. TheClass B Share Certificate, endorsed in blank by the Fiduciary and accompanied by a validly executed stocktransfer form endorsed in blank by the Fiduciary (the STF), shall as from the Closing Date be held in safecustody with EFG Bank European Financial Group as Depositary or such other person becoming theDepositary pursuant to the Class B Shares Agreement. The Depositary shall release the Class B ShareCertificate and the stock transfer form solely in accordance with the terms and conditions of the Class BShare Agreement.

Waiver of Pre-emptive Rights: The Fiduciary has irrevocably and unconditionally waived in advance anyfuture pre-emptive rights (including, without limitation subscription rights and pre-emptive rights connectedto linked instruments) attached to the Class B Shares. Upon request of EFG Finance, the Fiduciary will issuea respective confirmation of waiver at the time of issuance of new shares or linked instruments.

Issuance or Guaranteeing of other Securities: EFG Finance shall not be prohibited from issuing orguaranteeing other securities (including, without limitation, shares and bons de participation) ranking paripassu or senior to EFG Finance’s obligations under the Class B Shares. If at the time EFG Finance issues orguarantees such other securities, an affirmative vote of a special meeting of holders of Class B Shares or aseparate waiver of the holders of Class B Shares is legally required to permit the issue or guaranteeing ofsuch other securities, the Fiduciary shall vote accordingly in the meeting of holders of the Class B Sharesand grant a respective waiver.

Substitution of Fiduciary: The Fiduciary has undertaken not to resign unless a new Fiduciary has beenappointed in accordance with clauses 12.1 and 12.4 of the Fiduciary Contract and the new Fiduciary hasconfirmed to EFG Finance in writing that it assumes all rights and obligations of the Fiduciary hereunder.

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THE FIDUCIARY AND THE FIDUCIARY CONTRACT

The Fiduciary is Banque de Luxembourg, a bank incorporated with limited liability as a société anonymeunder the laws of the Grand Duchy of Luxembourg and registered under number RC B 5310.

The following is a description of the Fiduciary Contract which (subject to amendment and modificationfrom time to time) will be incorporated by reference into the Global Certificates and will appear on anydefinitive Certificates:

Each certificate is one of a series of A1,000 fiduciary certificates issued on a fiduciary basis in the aggregateprincipal amount of A325,000,000 (the Certificates or the Certificate) each of which evidences theexistence of a fiduciary contract on the terms described below (the Fiduciary Contract) between the holderof such certificate (the Certificateholder or the Certificateholders) and Banque de Luxembourg asfiduciary (the Fiduciary) dated 10th November, 2004. The Fiduciary Contract is a contrat fiduciairegoverned by the Luxembourg law dated 27th July, 2003 relating to trust and fiduciary contracts (the Trustand Fiduciary Contracts Law 2003).

The Certificateholder, by subscribing to and accepting any Certificates, has agreed to, and is deemed to haveexpressly acknowledged and accepted all the provisions, of the Fiduciary Contract applicable to it and theterms and conditions relating to the Certificates (the Conditions) (and in particular Condition 1.7) as wellas the Bons de Participation and the Class B Shares.

The sole purpose of the issue of the Certificates is to provide the funds to the Fiduciary for the purchase ofbons de participation issued by the Bank (the Bons de Participation) and Class B Shares issued by EFGFinance (the Class B Shares). Certificates represent pro rata interests in the Bons de Participation and theClass B Shares. The proceeds which the Fiduciary receives from the Certificateholders in relation to thesubscription of the Certificates will accordingly be used by the Fiduciary to acquire the Bons de Participationand the Class B Shares in its own name, but at the risk and for the sole benefit of the Certificateholders, onthe date hereof in the following manner and upon the following terms.

The Fiduciary’s payment obligations in respect of each Certificate are conditional upon the due performanceby the Bank and EFG Finance of the Bons de Participation and the Class B Shares, respectively. TheCertificates do not constitute direct debt obligations of the Fiduciary. The terms of the payments under theBons de Participation and the Class B Shares correspond in substance to the Conditions as described in thisOffering Circular. In the event that the Bank and/or EFG Finance do not make payments required to be madeby them pursuant to the terms of the Bons de Participation and the Class B Shares, respectively, the Fiduciarywill not be obliged to make any payments to the Certificateholders or to make up for any shortfall from itsown funds. In no event, will the Fiduciary be liable to make any payments in respect of Certificates otherthan expressly provided in the Conditions. Copies of the agreements entered into between the Fiduciary andthe Bank in respect of the Bons de Participation and between the Fiduciary and EFG Finance in respect ofthe Class B Shares as well as the articles of association of the Bank and of EFG Finance (and the documentsrelating thereto) will be available free of charge for inspection on reasonable notice during normal businesshours on any weekday (except Saturdays, Sundays and bank holidays) at the registered offices of the FiscalAgent and the Luxembourg Paying Agent.

The Conditions form part of the Fiduciary Contract. They set out the rights of the Certificateholders underthe Fiduciary Contract and the duties, powers and discretions of the Fiduciary. The Fiduciary undertakes toperform such duties and to exercise such powers and discretions in the best interests of theCertificateholders. Further, the Fiduciary undertakes to exercise its rights in respect of the Bons deParticipation and the Class B Shares and its corresponding duties, powers and discretions in the best interestsof the Certificateholders and to do so, and to account to the Certificateholders for all payments received byit thereunder, in such manner as to give effect to the Conditions it being acknowledged and accepted that theFiduciary has waived certain rights in respect of the Bons de Participation and the Class B Shares (includinga waiver of certain dividend rights and a waiver of pre-emptive rights) and has agreed to take certain otheraction pursuant to, and as more fully set out in the Bons de Participation Terms and the Class B SharesTerms. The Fiduciary shall be under no obligation to the Certificateholders other than that of the faithfulperformance and exercise of its duties, rights and powers under the Fiduciary Contract specifically provided

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for therein or necessarily incidental thereto (see in particular, but without limitation, Conditions 7 and 8 ofthe Terms and Conditions of the Certificates).

The Fiduciary shall be under no obligation to the Certificateholders other than that of faithful performanceof its undertakings, duties, rights and powers under the Fiduciary Contract and, in the event of a default inrelation to the Bons de Participation and/or the Class B Shares, shall be under no obligation to apply theproceeds of any rights of set-off, banker’s lien or counterclaim arising out of other transactions between theFiduciary and the Bank or EFG Finance in payment of the Certificates.

Consistent with the Trust and Fiduciary Contracts Law 2003, Certificateholders have no direct right of actionagainst the Bank and/or EFG Finance to enforce their rights under the Certificates or to compel the Bankand/or EFG Finance to comply with their obligations under the Bons de Participation and the Class B Shares,respectively even in the case of the Fiduciary’s failure to act or the insolvency of the Fiduciary.

The rights of the Fiduciary in respect of the Bons de Participation and the Class B Shares are fiduciary assetsof the Fiduciary and are held for the exclusive benefit of the Certificateholders. Pursuant to the Trust andFiduciary Contracts Law the fiduciary assets may only be attached by persons whose rights exist as a resultof the creation and existence of the fiduciary assets.

No commission or other remuneration will be due from the Certificateholders to the Fiduciary for theperformance of its services in respect of the Certificates subject to the right of the Fiduciary to priorindemnification.

The Fiduciary makes no representations or warranties and assumes no responsibility for the legality, validityor enforceability of the Bons de Participation and/or the Class B Shares, the performance and observance bythe Bank and EFG Finance of their obligations in respect of the Bons de Participation and the Class B Shares,respectively or the recoverability of any sums due or to become due from the Bank or EFG Finance underthe Bons de Participation or the Class B Shares.

Neither the Fiduciary nor any of its affiliates will be precluded from making any contracts or entering intoany business transaction in the ordinary course of their business with the Bank or EFG Finance or fromowning in any capacity any Certificates and neither the Fiduciary nor any of its affiliates will be accountableto the Certificateholders for any profits resulting therefrom. The Fiduciary may consult on any legal matterwith any legal advisers selected by it and shall incur no liability for actions taken, or suffered to be taken,with respect to such matters in good faith in reliance upon the opinion of such legal advisers, unless theFiduciary has been grossly negligent or guilty of wilful misconduct.

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EFG FINANCE

Establishment and Domicile

EFG Finance (Guernsey) Limited (EFG Finance) was incorporated on 22nd October, 2004 as a LimitedLiability Company under the Companies (Guernsey) Laws 1994 – 1996 for an indefinite duration withregistered number 42446. The registered office of EFG Finance is located at EFG House, St. Julian’s Avenue,St. Peter Port, Guernsey GY1 4NN. EFG Finance is a wholly-owned subsidiary of the Bank. As at the datehereof, EFG Finance has not issued any convertible or exchangeable securities.

The proceeds of issue of the Class B Shares will be invested by EFG Finance in income generating assets.EFG Finance’s eligibility criterion for investing these proceeds is limited to the sole requirement that theinvestments have an investment grade credit rating of at least BBB- from Standard & Poor’s, or anequivalent credit rating from Moody’s or Fitch. A report describing these investments and the eligibilitycriterion for such investments will be prepared on an annual basis and included in each Annual Report of theGroup from and including the Annual Report of the Group for the 2004 financial year (which is expected tobe published not later than 30th April, 2005). Copies of the Annual Report of the Group will be availablefree of charge at the offices of the Paying Agent in Luxembourg as described under “General Information”below.

Share Capital

The authorised share capital of EFG Finance is A30,000 divided into 1,000,000 Class A Shares (Class AShares) of A0.01 each and 2,000,000 class B Redeemable Preference Shares of A0.01 each (Class B Shares).As of 9th November, 2004, EFG Finance had issued two subscriber shares, one Class A Share and one ClassB Share, to a nominee shareholder to hold on trust for EFG Private Bank. A further 999,999 Class A Shareshad also been issued and registered in the name of EFG Private Bank SA. The Class A Shares are ultimatelyowned by the Bank. The Bank reserves the right to transfer the Class A Shares to any of its affiliates or toany other person.

Rights of Shareholders

The holders of the Class A Shares are entitled to attend and vote at General Meetings of the Company.

The holders of the Class B Shares are not entitled to attend at General Meetings of shareholders of theCompany and have no voting rights save in respect of any resolution the effect of which is to alter or amendthe rights attaching to the Class B Shares.

The Class B Shares carry a preferential entitlement to participate in distributions of profits of EFG Financein priority to the holders of the Class A Shares.

On a liquidation or winding up of EFG Finance the holders of the Class B Shares are entitled in priority toholders of the Class A Shares to participate in the distribution of the assets available up to the amount paidup on the Class B Shares, i.e. A3,250; any excess will then be paid to holders of Class A Shares of EFGFinance.

The Class B Shares are redeemable at the option of the Directors on 30th April, 2010 or on any dividendpayment date thereafter.

Management

The Management of EFG Finance is exercised by its Board of Directors. The Directors are:-

Michael de Jersey

Christopher Rowe

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The business address of the Directors of EFG Finance is EFG House, St. Julian’s Avenue, St. Peter Port,Guernsey GY1 4NN.

Auditors

The Auditors of EFG Finance are PricewaterhouseCoopers.

General Meetings of Shareholders

All General Meetings of EFG Finance are held in Guernsey. Guernsey Company Law requires that there beat least one General Meeting held in each Financial Year and at intervals at not less than 15 months from thedate of the previous General Meeting.

Financial Year

The financial year of EFG Finance is the period to 31st December in each year. No Report and Accountshave yet been published by EFG Finance. The first Audited Accounts of EFG Finance will be for the periodfrom 22nd October, 2004 to 31st December, 2005.

Trading

EFG Finance has not yet commenced trading and has incurred no indebtedness save for costs of formation(estimated at A1,500).

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EFG PRIVATE BANK SA

EFG Private Bank SA (the Bank) and its consolidated subsidiaries (together the Group) is a Swiss basedbank specialising in private banking services, including asset management, investment advice, securitiescustody and brokerage and trust and fiduciary services.

EFG Bank European Financial Group (EFGB), the parent company of a Swiss based banking groupultimately owned by Latsis family interests, is the Bank’s parent bank controlling 66.7 per cent. of the votingrights and owning 63.4 per cent. of the economic interest of the Bank (prior to the issuance of the Bons deParticipation). The remainder of the shares of the Bank are owned by the management of the Bank, theBank’s key customer relationship officers (CROs), key operations/IT staff and the Sandoz FamilyFoundation (prior to the issuance of the Bons de Participation). The Group has approximately 570employees, serving clients through offices in Zurich, Geneva, the Valais, Guernsey, Stockholm, Gothenburg,Malmö, Helsinki, Hong Kong, Singapore, Taipei, Miami, New York, and Buenos Aires. As at 31stDecember, 2003 customer loans of the Group were CHF1,500,346,000 (compared to CHF886,711,000 as at31st December, 2002), customer deposits were CHF2,528,718,000 (CHF1,405,478,000 as at 31st December,2002), and the Group had assets of CHF3,281,843,000 and total shareholders equity of CHF207,890,000.

Net interest income, non interest income, gross operating profit, profit before extraordinary items and netprofit have all increased in each of the last three financial years, and for the financial year ended 31stDecember, 2003 were CHF37,574,000, CHF168,686,000, CHF46,837,000 and CHF25,871,000, andCHF33,167,000, respectively.

Client assets, comprising custodised securities, fiduciary placements, deposits, client loans, funds, mutualfunds under management, third party custodised assets managed by the Bank, third party funds administeredby the Bank and structured notes which are structured and managed by the Bank (together, Client Assets)grew from CHF8.7 billion at 31st December, 2001 to CHF9.1 billion at 31st December, 2002, to CHF20.1billion at 31 December, 2003.

The consolidated BIS tier 1 and total capital ratios for the Group as at 31 December, 2003 were 18.9 per cent.and 28.3 per cent., respectively.

History

In 1995, the core management team of the Bank was employed by EFGB to develop private bankingbusiness through the set-up of a branch of EFGB in Zurich. In 1996, a broker / dealer subsidiary was set upby EFGB in Miami to gain access to the Latin American market. 1997 was a year of expansion andacquisitions, seeing EFGB acquire Royal Bank of Scotland AG Zurich (the name of which was subsequentlychanged to the Bank’s current name, EFG Private Bank S.A.) and merging it with its Zurich branch. Inaddition, the Bank acquired EFGB’s Miami-based broker dealer company. Also, in 1997 the Bank openeda branch in Geneva, acquired a large part of the private banking business of EFGB and took over most ofEFGB’s administrative functions. In 1999, the Bank opened a Guernsey branch and, in 2000, launched itsAsian operations through the establishment of a broker dealer subsidiary in Hong Kong, and an investmentadvisory subsidiary in Singapore. In addition, the Bank opened a representative office in Buenos Aires. In2001, the Bank acquired EFG Fondkommission AB, a small broker dealer/securities advisory companyspecialising in distributing custom-made structured products for private individuals and institutionalinvestors in Scandinavia. In 2002, the Bank opened a branch in Hong Kong, after obtaining a full bankinglicence, and subsequently opened a financial consulting subsidiary in Taipei. The Hong Kong branch tookover the local subsidiary’s broker dealer business and expanded into the banking business. In 2003, the Bankalso obtained a merchant banking licence in Singapore and opened a branch there.

In the first quarter of 2003 the Group continued its expansion by acquiring BanSabadell Finance SA (BSF)from Banco de Sabadell SA. In the second quarter of 2003, BSF was merged into the Bank based on a mergerbalance sheet as of 31st December, 2002 showing assets in the amount of CHF50,339,000 and liabilities ofCHF42,870,000. In addition, by a merger agreement dated 30th June, 2003, Banque Edouard Constant SA,Geneva (BEC), owned by the Sandoz Family Foundation, was merged into the Bank based on a mergerbalance sheet dated 31st December, 2002 showing assets in the amount of CHF1,216,900,000 and liabilities

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of CHF1,045,700,000. See “Recent Developments”. In May 2003, EFG Fondkommission AB gained a fullbanking licence. In March 2004, EFG Fondkommission AB was renamed as EFG Investment Bank AB andstarted operating as a bank to further develop private banking and asset management activities inScandinavia.

The Bank’s corporate objects are the operation of a bank and all related business in Switzerland and abroad(see “Business Overview” below). The Bank is registered in the Zurich Commercial Registry under registernumber CH-020.3.926.349-7. The Bank’s articles of association were last amended on 4th November, 2004.The Bank was founded for an unlimited period of time.

Business Overview

The Group’s clients are primarily private individuals, with small and medium sized, plus a few selectedlarge, institutional investors. Whilst the Group has adopted a locally based client relationship structure, mostof the accounts are centralised in Switzerland, Guernsey, Hong Kong and Singapore. In 2002 the Groupdeveloped an on-line service, EFG Private Network, to provide secure access to its private bankingcustomers of their accounts and portfolios. The Group currently has more than 13,000 clients.

A core feature of the Group’s ability to service the needs of its clients are the client relationship officers ofthe Group. The Group currently has around 150 CROs, many of whom are shareholders in the Bank.Through liaison with the Global Product Management Group of the Bank, which helps CROs navigatethrough various investment options (by keeping abreast of the top research analysts, fund analysts andstructured products), the CROs serve the clients of the Group by providing solutions for specific clientinvestment requirements, whilst considering the specific investment horizon, risk tolerance and returnexpectations of individual clients. CROs are able to offer independent products taken from a wide range ofapproved third party product providers, as well as in-house products when best-in-class service can beoffered. The CROs’ client activities are monitored on a daily basis by the Group’s management, with thelending decisions being taken by an independent credit committee. Normally only experienced CROs withan existing client portfolio are hired, with hiring decisions usually based on referrals from seniormanagement and existing CROs. CROs are paid a fixed salary, comparable to the industry average, withadditional bonus payments linked directly to the net contribution made by each CRO. In addition, CROs areincentivised to stay long-term with the Group. The Group offers, as part of its private banking activities, afull range of investment advisory services.

Asset Management

The Group offers its clients the benefit of its asset management skills through discretionary managedportfolios and an array of proprietary funds covering conventional funds and hedge funds. Many of thesefunds utilise a multi-manager approach capitalising on the collective expertise of the Group’s fund managers.Income is generated in the form of discretionary and non-discretionary advisory fees, custody fees,brokerage fees and performance fees. Clients can choose between higher transaction based fees or an allinclusive management fee with reduced and fixed brokerage fees attached. In some cases performance feesalso apply. Discretionary client assets make up a small proportion of total Client Assets.

Structured products

Through its subsidiary EFG Investment Bank AB, the Group, in addition to having distribution capability inthe Scandinavian market, offers clients custom-made structured products. These products, which can betailor-made to each client’s financial requirements, utilise derivatives and are often index-linked instruments,offering the potential for continued asset growth with a limited downside risk. These products (includingtheir derivative elements) are issued by large third party financial institutions.

Lombard Loans

The Bank has a selective lending policy and virtually all lending conducted by the Group is done on asecured basis. The majority of the Group’s lending is comprised of Lombard loans, being loans secured by

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pledges over diversified collateral portfolios made up of investment-grade bonds, blue-chip equities andcash. Lombard loans are an important means by which the Group can foster relationships with potentialclients and further develop relationships with existing clients with a view to cross-selling other financialproducts to them.

Fiduciary Placements

The Bank also offers “Fiduciary Placements”, which is the major money market product offered by banks inSwitzerland. These are interest bearing deposits placed outside Switzerland which are deposited in the nameof the Swiss depositary bank, but are held on a fiduciary basis for the client. The risks and benefits aretherefore fully borne by the client. The Bank charges a fee for the risk free services offered.

Brokerage/Trading

The Group has a 24-hour trading capability in all major markets, offering its clients efficient execution oftrades. Trading facilities in Miami and Hong Kong support Geneva’s main trading room. The Group engagesin limited trading activities on its own account, as the trading focus is to execute trades for their clients.

Custody

As a complement to its offering, the Group’s custody business generates safekeeping fees in respect of theunderlying securities held. For discretionary mandates the safekeeping fee is included in the overallmanagement charges.

Revenue

The table below sets out the revenue sources of the Group for each of the years ended 31st December, 2002and 2003.

31st 31stDecember, December,

2003 200211121 11121

CHF millions

Net Interest Income ................................................................................................ 37.6 23.0Net Commission and Service Fee Income .............................................................. 121.9 60.1Net Trading Income ................................................................................................ 40.6 12.2Other* .................................................................................................................... (174.2) (76.4)Profit Before Extraordinary Items and Taxes ........................................................ 25.9 18.9

*Includes other operating income, operating expenses, depreciation and valuation adjustment expenses.

Improved profitability in 2003 (as measured by profit before extraordinary items and taxes) is a reflectionof the substantial organic increase in Client Assets and the increased contributions of the Asian operations.The BEC transaction (which had effect as at 1st January, 2003) had a negative impact on profit beforeextraordinary items and taxes in 2003 owing to the former BEC’s comparatively large cost base.

The Group’s net interest income is mainly derived from its Lombard loan portfolio and from the placementof excess client deposits in the interbank market. Net commission income is derived from advisory fees,brokerage activities, investment management fees and custody business. The Group’s net trading income ismainly generated from foreign exchange and certain other transactions executed on behalf and at the risk ofclients.

Funding

The table below sets out the funding base of the Group as at 31st December, 2002 and 2003.

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31st 31stDecember, December,

2003 200211121 11121

CHF millions

Money Market Instruments .................................................................................... 0.1 0.1Bank deposits .......................................................................................................... 336.4 339.6Customer deposits .................................................................................................. 2,528.8 1,405.5Other ........................................................................................................................ 208.6 57.9

11121 11121

Total ........................................................................................................................ 3,073.9 1,803.111121 11121

The funding base of the Group reflects its expanding business, with customer deposits increasing in each ofthe last four financial years and, as at 31st December, 2003 representing approximately 82 per cent.(CHF2,528,718,000) of total funding, with short-term interbank borrowing (derived from members of theEFGB group and banks outside the EFGB group) representing approximately 11 per cent.(CHF336,441,000) of total funding.

Assets

The table below sets out the consolidated assets of the Group as at 31st December, 2002 and 31st December,2003.

31st 31stDecember, December,

2003 200211121 11121

CHF millions

Cash and money market instruments ...................................................................... 58 25Due from banks ...................................................................................................... 891 609Due from customers ................................................................................................ 1,492 876Mortgages ................................................................................................................ 8 11Investments in securities ........................................................................................ 538 337Investments in non-consolidated entities ................................................................ 1 1Fixed assets.............................................................................................................. 40 8Intangible assets ...................................................................................................... 83 14Accrued income and other assets ............................................................................ 170 67

11121 11121

Total Assets.............................................................................................................. 3,281 1,94811121 11121

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The table below sets out a breakdown by type of collateral of the customer loans of the Group as at 31stDecember, 2002 and 2003.

31st December,2003 2002

1111111234411 1111111234411

(CHF (CHFmillions) (per cent.) millions) (per cent.)

21111 21111 21111 21111

Loans- Secured by mortgage ................................................ 9.9 0.7% 11.0 1.2%-Secured by other collateral ........................................ 1,482.1 98.8% 873.9 98.6%- Other .......................................................................... 8.4(1) 0.5% 1.8(1) 0.2%

21111 21111 21111 21111

Total.............................................................................. 1,500.4 100% 886.7 100%21111 21111 21111 21111

Contingent liabilities- Secured by mortgage ................................................ – 0% – 0%-Secured by other collateral ........................................ 114.2 95.6% 32.2 86.8%- Other .......................................................................... 5.3(2) 4.4% 4.9(2) 13%

21111 21111 21111 21111

Total.............................................................................. 119.5 100 37.1 100%21111 21111 21111 21111

(1) Loans to staff using the Bank’s shares as collateral, most of which have been guaranteed by EFGB subsidiaries since September 2002.

(2) Mainly guarantees to banking supervisors in various overseas jurisdictions.

Total loans as at 31 December, 2003 were CHF1,500,346,000 and contingent liabilities wereCHF119,500,000. The Bank predominantly offers Lombard loans (loans which are collateralised againstpledged securities with an appropriate margin) and the Bank has, to date, experienced no loan losses(excluding loan losses incurred by businesses which the Group acquired and which were incurred prior tothe acquisition by the Group. For all such loan losses the Group had provided for full provisions at theacquisition date). Interbank assets account for approximately 27 per cent. of total assets and are placed withmajor European banks. Debt securities (representing approximately 16 per cent.) consist of highly ratedliquid bonds (single “A” or higher).

RISK MANAGEMENT

The Group’s activities are predominantly carried out on its clients’ behalf, with the client carrying the risk.As such, the Group takes limited credit risk, market risk and liquidity risk, with most credit risk being limitedto Lombard loans and other secured loans, and market risk restricted to foreign exchange and interest rategapping positions maintained by the Group within defined parameters. The main areas of risk for the Groupare operational and reputational. The Group’s management has implemented risk management procedurescomplying with the risk policies and procedures of its parent, EFGB. Ultimate responsibility for the riskmanagement of the Group lies with the Group’s board of directors, who set the Group’s policies and riskappetite in collaboration with EFGB’s Group Risk Committee (GRC). Implementation of the Group’spolicies and compliance with procedures are the responsibility of sub-committees for market risk and creditrisk, assisted by both internal and external auditors.

Operational Risk

The risk of loss resulting from failures in business processes, systems and people, or from external sources,is limited by means of organisational measures, automations, internal control and security systems, writtenprocedures, legal documentation and loss mitigation techniques under the responsibility of management.Operational risk is monitored through a comprehensive internal reporting system under the responsibility ofsenior management, which aims to oversee and maintain the standards of all transactions. Operational losseshave been small and monthly reports include details of all operational issues. The Group has a general policyof hiring senior managers and CROs who have worked with members of the current management of theGroup in the past. In addition, the management information system produces daily reports with details of the

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portfolios of all CROs, which are closely monitored with a view to detecting any large or unusualtransactions. The Group’s IT system provides an immediate duplicate of all transactions, ensuring a backupsystem is continuously available off-site. The Group’s operations are also audited by EFGB’s internal auditdepartment. The Group has not suffered any loss from fraud, and has insurance policies against fraudcommitted by employees and others and negligence committed by employees.

Reputational Risk

Reputational risk for the Group may arise from any shortfalls in the quality of service delivered to clients,as well as the Group’s potential involvement with politically exposed clients and those connected withcriminal activities. The Group endeavours to ensure service quality by employing highly skilled CROs andminimising operational error (see “Operational Risk” above). Such risks arising from clients are a commonconcern for all Swiss private banks, and the Swiss Federal Banking Commission closely monitors banks’internal organisational measures and controls in place to address the reputational risk associated withaccepting suspicious funds. To comply with money laundering laws, the Group operates strict due diligenceprocedures for new clients, including bank references and background reports. In addition, the Group closelymonitors transactions and records any activities not matching clients’ profiles.

Credit Risk

The Group’s Credit Committee ensures the implementation of the credit policies and procedures defined bythe Board and approves major client credit risks. The approval of most Lombard loans and of certain non-Lombard loans has been delegated to senior management within established parameters. The CreditDepartment monitors credit exposures against approved limits and pledged collateral. To qualify as collateralfor a Lombard loan, the securities portfolio must be well diversified and differing margins apply dependingon the type of securities, their risk profile and liquidity. The Group applies additional margins if the loan andthe collateral are not in the same currency. Most of the collateral is valued daily (more frequently duringperiods of high market volatility). Management insists on a thorough understanding of the underlyingcollateral and the purpose of the loan, ordinarily investment in securities, funds or investment-relatedinsurance policies. The average Lombard loan amounts to around CHF500,000.

The credit policy of the Group and the nature of the Lombard loans ensure that the Group’s loan book is ofhigh quality. The loan quality is clearly reflected by the fact that the Group has not made any credit losseson any loans since its establishment in its current form in 1996 (excluding loan losses incurred by businesseswhich the Group acquired and which were incurred prior to the acquisition by the Group. For all such loanlosses the Group had provided for full provisions at the acquisition date).

Market risk

The Group applies a “value at risk” approach (VAR) to monitor and control market risks: this approachfocuses on assessing the potential loss impact on open risk positions measured under normal marketconditions. In addition, positions are also measured in the event of extreme market movements (stresstesting) and against nominal limits. The Group limits are set and approved accordingly.

As regards interest rate risk, the Group maintains gapping positions, all within the pre-established marketrisk limits and parameters.

The Group carries out foreign currency operations both for its clients and on its own account. The overallnet nominal positions per currency are subject to intraday and overnight limits. The use of derivatives andmonitoring of the related risks are subject to the risk management policy used by EFG Bank Group on agroup-wide basis.

Liquidity risk

The Group’s capital and reserves position and its conservative gapping policy when funding customer loansensure that the Group only runs moderate liquidity risk.

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Capitalisation and Indebtedness

The following table sets out the audited consolidated capitalisation of the Bank as at 31 December, 2003:

CHF

Subordinated Debt ...................................................................................................................... 235,940,000 Shareholders EquityRetained earnings and other reserves .......................................................................................... 151,480,000Share capital.................................................................................................................................. 56,410,000Total Shareholders Equity.......................................................................................................... 207,890,000Total Subordinated Debt and Shareholders Equity ................................................................ 443,830,000

Dividends

Since 1997, the Bank has followed a policy of retaining profits within the Group and consequently has notpaid any dividends to shareholders.

Litigation

The Group is not the subject of any pending, threatened or actual litigation which is material in the contextof the financial position of the Bank or the Group or the issue of the Bons de Participation.

Governing Bodies

The senior governing bodies of the Bank are constituted of the Board of Directors, which is whollycomprised of non-executives and has a business strategy, risk, finance and internal control supervisoryfunction, and the executive Management.

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Board of Directors

Name Function Significant Outside Activities

Jean Pierre Cuoni Chairman Member of the Board, EFG Bank European Financial Group

Rayaz Ahmed Member Member of the Board, EFG Bank European Financial Group

Tomas Björkman Member Chairman, IBP Holding BV, the holding company of InvestmentBanking Partners Group

Emmanuel Bussetil Member Group Finance Executive, EFG Bank European Financial Group

Member of the Board of various EFG Bank Group subsidiaries

Member of the Board of various Latsis Group subsidiaries

Jean-Louis Delachaux Member Member of the Board, EFG Bank European Financial Group

Member of the Board, Rolex Holding/Group, Switzerland

Member of the Board of Directors, Credit Suisse Hottinger,Paris

Spiro Latsis Member Chairman of the Board EFG Bank European Financial Group

Member of the Board of Directors, EFG Eurobank

Ergasias SA

President, SETE SA

Chairman, Paneuropean Oil & Industrial Holdings SA

Various other positions including Member of the Court ofGovernors of the London School of Economics

Pericles Petalas Member Chief Executive Officer, EFG Bank European Financial Group

Member of the Board of various EFG Bank Group subsidiaries

Gabriel Prêtre Member Member of the Executive Committee, Sandoz FamilyFoundation

Member of the Board, Tiscali Spa

Alternate Board Member and Member of the Audit Committee,The Citco Group

Hugh Matthews Member Member of the Board, EFG Bank European Financial Group.

Management

The members of the Bank’s Board of Management are described below.

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Board of Management

Name Function Significant Outside Activities

Lawrence Howell Chief Executive Officer None

James Lee Deputy Chief Executive Officer None

Rudy van den Steen Global Chief Financial Officer None

Patrick Romanens Swiss Chief Operating Officer None

Karen Egger Head of Legal and Compliance None

Paul Imison Private Banking – Special Clients None

Alain Diriberry Global Chief Operating Officer None

Jacques Pochat Global Head of IT None

Silvio Ammann Global Head of Risk Control and

Correspondent Banking None

Eftychia Fischer Global Head of Treasury None

Robert Waser Head of Private Banking, Geneva None

Christian Zanella Deputy Head of Private Banking, Geneva None

Lukas Ruflin Deputy Global Chief Financial Officer None

Markus Caduff Head of Private Banking, Zurich None

Bassam Salem Head of Global Investment Services None

William Ramsay Chief Investment Officer None

Pierre de Freitas Head of Credit None

The business address of each member of the Board of Directors and the Board of Management isBahnhofstrasse 16, 8001 Zurich.

RECENT DEVELOPMENTS

As described above, in 2003 the Bank merged with BEC. BEC is the Bank’s largest merger to date and,although the BEC transaction was concluded in June 2003, for accounting purposes, as permissible underSwiss law, the merger was taken with effect from 1st January, 2003. BEC was a Swiss private bank with afranchise in Swiss mutual funds and asset management, but also international private banking business. Themerger with BEC, together with organic growth, increased the Client Assets of the Group to a level ofCHF20.1 billion at 31 December, 2003 It also brought a high cost base to the affected part of the Group forthe short term. However, the Bank has in the meantime addressed the latter by staff reductions and synergies.The restructuring was executed on plan and the operational and back-office integration was completed inMay 2004.

In March 2004, the Group further expanded its structured notes activities by adding to its business a team ofinvestment professionals which focuses on structured notes business origination with Scandinavian andEuropean institutional investors.

In October 2004, the Group reached an agreement with Banco Sabadell SA to acquire from it its unit BancoAtlantico Gibraltar Ltd for a maximum amount of Euro 18 million, subject to certain conditions andregulatory approval. The transaction closed on 5th November, 2004.

The Bank expects the 2004 financial result to be in line with or better than the result of fiscal year 2003(assuming that no extraordinary negative events occur between the date of this Offering Circular and31st December, 2004). The Bank publishes general information, including on recent developments of theBank, on its website www.efgprivatebank.com.

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REGULATION AND SUPERVISION OF THE BANK IN SWITZERLAND

The Bank operates under two licences granted by the Swiss Federal Banking Commission pursuant to theSwiss Federal Law on Banks and Savings Banks of 8th November, 1934, as amended (the Banking Law),and its Implementation Ordinance of 17th May, 1972, as amended (the Implementing Ordinance) as wellas the Swiss Federal Law on Stock Exchanges and Trading in Securities of 24th March, 1995, as amended(SESTA) and its Implementation Ordinance of 2nd December, 1996. In addition, pursuant to the SwissFederal Law on the Swiss National Bank of 18th March, 2004 and its Implementation Ordinance of 18thMarch, 2004, the Bank must comply with minimum reserves requirements in order to facilitate the smoothfunctioning of the money market (effective as of the first applicable period in 2005; prior to such date,similar requirements in respect of liquid assets follow from the Banking Law) and with reporting obligationsto the Swiss National Bank, which conducts Switzerland’s monetary policy as an independent central bank.

The Swiss Federal Banking Commission, which is the Swiss financial services supervisory authority and isindependent from the National Bank, is responsible for the supervision of the banking system. Among otherthings, the Swiss Federal Banking Commission has the power to grant and withdraw banking as well assecurities dealers’ licenses, to enforce the Banking Law and the SESTA and to prescribe the content andformat of regulatory audit reports. Also, the Swiss Federal Banking Commission issues numerousordinances, circulars and directives on the conduct of the business that must be adhered to by financialinstitutions subject to its supervision.

Under the Banking Law and the SESTA, a bank’s business is subject to inspection and supervision byindependent auditors licensed by the Swiss Federal Banking Commission. These auditors, who are appointedby the Bank’s Board of Directors, annually perform a full-scope audit of the Bank’s financial statements andverify that the Bank complies with the provisions of the applicable statutory financial services regulationsand guidelines of self regulatory bodies such as the Swiss Bankers’Association. The audit report is submittedto the Bank’s Board of Directors and copies are submitted to the Swiss Federal Banking Commission. In theevent that the audit reveals either violations of law or other irregularities, the auditors must inform the SwissFederal Banking Commission if the violation or irregularity is not cured within a time limit designated bythe auditors, or immediately in the case of serious violations or irregularities.

Under the Banking Law, a bank must maintain adequate capital resources commensurate to its total assets atrisk and off-balance sheet contingent liabilities, and sufficient liquidity, segregated in various types of liquidassets. Statements of its required and existing regulatory capital must be completed semi-annually on aconsolidated basis and quarterly on an unconsolidated basis. The regulations (currently in force) take accountof a number of key elements of the recommendations of the Basle Committee on Banking Supervision of theBank for International Settlement.

Like all Swiss companies with limited liability, the Bank is also required by law to have statutory auditorsappointed by the general meeting of shareholders and deliver an auditor’s report to the annual generalmeeting of shareholders. The auditor’s report provides for an opinion on whether the financial statementshave been prepared in all material respects in accordance with applicable accounting standards and complywith the requirements of the law.

The Bank’s statutory auditors and the regulatory auditors licensed by the Swiss Federal BankingCommission, for the Bank are presently PricewaterhouseCoopers SA, Switzerland.

TAXATION

The following disclosure consists of summaries of the current taxation treatment of the Certificates andcertain tax matters arising under the laws of the Grand Duchy of Luxembourg, Guernsey, the Netherlandsand Switzerland. It does not purport to be a comprehensive disclosure of all tax considerations which maybe relevant to a decision to purchase the Certificates. The disclosure is based on the tax laws of the GrandDuchy of Luxembourg, Guernsey, the Netherlands and Switzerland as at the date of this Offering Circularwhich are subject to change, possibly with retroactive effect. This disclosure does not consider any specificfacts or circumstances that may apply to a particular Certificateholder. Prospective investors who are in anydoubt as to their tax position should consult with their own professional advisers.

TAXATION IN THE GRAND DUCHY OF LUXEMBOURG

Under current Luxembourg tax law, no Luxembourg withholding tax is levied on payments by the Fiduciaryof dividends to the Certificateholders or on redemption of the Certificates by the Fiduciary.

No payments received by the Fiduciary on behalf of the Certificateholders under or in connection with theCertificates, the Bons de Participation or the Class B Shares will be subject to any taxes, duties, assessmentsor charges of whatever nature imposed or levied by or on behalf of the Grand Duchy of Luxembourg or anypolitical subdivision or authority thereof or therein.

Income taxation of Certificateholders

(i) Non-resident Certificateholders

Certificateholders who are neither resident in, nor engaged in a trade or business through a permanentestablishment in, Luxembourg will not be subject to taxes in Luxembourg with respect to payments underthe Certificates or gains realised upon disposal or redemption of the Certificates.

(ii) Resident Certificateholders

Certificateholders who are resident in Luxembourg, or engaged in a trade or business through a permanentestablishment in Luxembourg, to which the Certificates are attributable, will in principle be subject to taxesin Luxembourg with respect to payments under the Bons de Participation and/or the Class B Shares or gainsrealised upon disposal or redemption of the Bons de Participation and/or the Class B Shares. ForLuxembourg tax purposes, the Certificateholders will be considered as the direct holders of the Bons deParticipation and/or the Class B Shares.

Dividends received under the Bons de Participation and/or the Class B Shares may be tax exempt, undercertain circumstances, in the case of a corporate Certificateholders who are resident in Luxembourg, orengaged in a trade or business through a permanent establishment in Luxembourg, to which the Certificatesare attributable, where the conditions of the Luxembourg participation exemption are met.

Capital gains realised by Certificateholders who are resident in Luxembourg, or engaged in a trade orbusiness through a permanent establishment in Luxembourg, to which the Certificates are attributable, onthe sale of the Bons de Participation and/or the Class B Shares are subject to Luxembourg income tax,except, under certain circumstances, in the case of a corporate Certificateholder where the conditions of theLuxembourg participation exemption are met or, in the case of an individual Certificateholder, acting in thecourse of the management of his/her private assets, if the sale is not of a speculative nature and the individualCertificateholder does not hold a substantial participation in EFG Private Bank SA, respectively EFGFinance.

Certificateholders will not be deemed to be resident, domiciled or carrying on business in Luxembourgsolely by reason of holding the Certificates.

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Net wealth taxation of Certificateholders

Certificateholders who are neither resident in, nor engaged in a trade or business through a permanentestablishment in, Luxembourg will not be subject to wealth tax in Luxembourg.

Certificateholders who are resident in Luxembourg, or engaged in a trade or business through a permanentestablishment in Luxembourg, to which the Certificates are attributable, have to take into account the Bonsde Participation and/or the Class B Shares for purposes of the Luxembourg wealth tax, except, under certaincircumstances, in the case of a corporate Certificateholder where the conditions of the Luxembourgparticipation exemption are met.

Other Taxes

Certificateholders not resident in Luxembourg at the time of death will not be subject to inheritance or othersimilar taxes in Luxembourg in respect of the Certificates. In the case a Certificateholder is a resident ofLuxembourg for tax purposes at the time of his death, the Bons de Participation and/or the Class B Sharesare included in his taxable estate, for inheritance tax purposes.

No stamp, value, issue, registration, transfer or similar taxes or duties will be payable in Luxembourg byCertificateholders in connection with the issue of the Certificates.

TAXATION IN GUERNSEY

EFG Finance has been granted Tax Exempt Status in Guernsey pursuant to the Income Tax (Exempt Bodies)(Guernsey) Ordinances 1989 (as amended). The exemption is granted on an annual basis after payment ofan annual fee to the States of Guernsey Income Tax Authority. It is the intention of the Directors of EFGFinance to apply for such exemption annually.

In November 2002 the Advisory and Finance Committee of the States of Guernsey announced a proposedframework for a proposed structure of corporate tax reform within an indicative time scale. Subject toformal approval by the States of Guernsey the proposals announced would result in a general rate of incometax to be paid by Guernsey Companies subject to a certain limited exception to be reduced to zero percentin respect of the tax year 2008 and subsequent years. Dividend payments made by EFG Finance to theFiduciary Agent in respect of the Class B shares will be paid free of Guernsey tax.

Under present Guernsey law, Certificateholders (unless they are resident in Guernsey, Alderney or Herm forthe purposes of the Income Tax (Guernsey) Law 1975) will not suffer any withholding tax or liability toGuernsey tax on any payments made to them in respect of the Certificates.

Guernsey does not levy tax upon capital inheritances, capital gains (with the exception of a dwellings profittax), gifts, sales or turnover, nor are there any estate duties save for an ad valorem fee for the grant ofprobate.

TAXATION IN SWITZERLAND

The following statements contain an overview of the Swiss tax implications resulting from the Bons deParticipation and the Certificates. The following statements are based upon Swiss tax laws andadministrative practices as currently in force. Modifications of the applicable legal regulations maynecessitate a re-evaluation of the tax consequences. The summary below is not a substitute for legal or taxadvice sought by interested parties. Prospective investors should seek advice of their tax advisors to clarifyany tax implications resulting from an investment in the Certificates.

Swiss Withholding Taxes

(a) Withholding tax in relation to the Class B Shares

The Swiss Federal Tax Administration has confirmed that payments in respect to the B Shares arenot subject to Swiss withholding tax, provided that certain conditions are met.

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(b) Withholding tax in relation to the Bons de Participation

Under present Swiss law, any dividends paid and similar cash or in-kind distributions made on theBons de Participation (including dividends on liquidation proceeds exceeding the nominal value ofthe Bons de Participation and bonus shares/bons de participation) will be subject to a Swisswithholding tax, currently at a rate of 35%.

The Bank will be required to withhold tax at such rate from any distribution made to a holder of a Bon deParticipation. Furthermore, in some cases, in the event of a repurchase of own shares by the Bank, theportion of the repurchase price exceeding the nominal value of the Bons de Participation may be re-characterised as taxable liquidation proceeds, which is subject to the 35% Swiss withholding tax if certainconditions are met. Any repayment of the nominal value of the Bons de Participation is tax exempt.

If the Certificateholder is an individual, he/she will be entitled to claim back the Swiss withholding taxpertaining to the Bon de Participation represented by his/her Certificate if, at the time the withholding taxbecomes due, he/she (i) is the beneficial owner of the said Certificate, (ii) is domiciled in Switzerland, and(iii) duly reports the gross distribution received on his/her personal income tax return. Under specificcircumstances, a resident but non-domiciled individual may also claim back the Swiss withholding tax. Ifthe holder of a Certificate is a legal entity or a commercial company without legal personality, it will beentitled to claim back the Swiss withholding tax pertaining to the Bon de Participation represented by itsCertificate if, at the time the withholding tax becomes due, (i) it is the beneficial owner of the saidCertificate, (ii) it has its seat in Switzerland, and (iii) it includes the taxable profit in its income statement.Under specific circumstances, a foreign entity which is liable to Swiss cantonal and communal taxationthrough a permanent establishment is entitled to claim back the withholding tax pertaining to business assetsof its Swiss permanent establishment.

The recipient of a taxable distribution from the Bank who is an individual or a legal entity not resident inSwitzerland for tax purposes may be entitled to a full or partial refund of Swiss withholding tax if the countryin which such recipient resides for tax purposes entered into a bilateral treaty for the avoidance of doubletaxation with Switzerland and if the further prerequisites of such a treaty are met. The procedures forclaiming treaty benefits (and the time required for obtaining a refund) may differ from country to country.

Issuance and Transfer Stamp Taxes

All Swiss stamp taxes imposed in connection with the issuance, redemption or conversion of the Bons deParticipation will be borne by the Bank.

The sale or the transfer of the Certificates is subject to a Swiss transfer stamp tax at a rate of currently 0.3%,if such transfer or sale is made by or through the intermediary of a Swiss bank or another Swiss securitiesdealer, as defined in Article 13(3) of the Swiss Stamp Tax Act and if no exemption applicable under suchlaw applies.

Swiss Income Tax

Under present Swiss law, a Certificateholder who (i) is neither domiciled nor resident in Switzerland, (ii)during the taxable year has not been engaged in trade or business through a permanent establishment or afixed place of business within Switzerland and (iii) is not subject to Swiss taxation for any other reason willbe exempted from any Swiss federal, cantonal and municipal income or capital gain tax on the disposal of,or the payments received under, the Certificates.

For Swiss resident Certificateholders and foreign resident Certificateholders who hold Certificates througha permanent establishment or a fixed place of business in Switzerland the tax consequences are as follows:

(a) Dividend payments

Swiss resident Certificateholders and foreign resident Certificateholders who hold Certificatesthrough a permanent establishment or a fixed place of business in Switzerland will be generallysubject to Swiss federal income tax in respect of dividends payments received in respect of the

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Certificates. Corporations and co-operative societies may apply under certain conditions forparticipation exemption. The above rules regarding to Swiss federal income taxes usually also applyto Swiss cantonal/municipal income taxes.

b) Capital Gains realised upon the Disposal of Certificates

Swiss resident individuals who are holding Certificates for private investment purposes will begenerally exempt from Swiss federal income tax on gains realised through the disposal ofCertificates. However, in some case, in the event of a repurchase of own Bons de Participation bythe Bank, the portion of the repurchase price, which exceeds the nominal value of the Bons deParticipation may be re-characterised as taxable liquidation dividend income if certain conditionsare met. Furthermore, income tax consequences may result for private investors considered asprofessional securities dealers (“gewerbmässige Wertschriftenhändler”).

Foreign resident Certificateholders who hold Certificates through a permanent establishment or a fixed placeof business in Switzerland and Swiss resident Certificateholders who hold Certificates as business assets willbe generally subject to Swiss federal income tax in respect of any capital gains realised in respect of theCertificates.

The above rules regarding Swiss federal income tax normally also apply to Swiss cantonal/municipal incometaxes.

EU SAVINGS DIRECTIVE

On 3rd June, 2003, the European Council of Economics and Finance Ministers adopted a Directive on thetaxation of savings income. Under the Directive Member States will (if equivalent measures have beenintroduced by certain non-EU countries) be required, from 1st July, 2005, to provide to the tax authorities ofanother Member State details of payments of interest (or similar income) paid by a person within itsjurisdiction to an individual resident in that other Member State. However, for a transitional period, Belgium,Luxembourg and Austria will instead be required (unless during that period they elect otherwise) to operatea withholding system in relation to such payments (the ending of such transitional period being dependentupon the conclusion of certain other agreements relating to information exchange with certain othercountries).

64

SUBSCRIPTION AND SALE

EFG Eurobank Ergasias S.A., HSBC Bank plc, Lehman Brothers International (Europe), Alpha Bank AE,Credit Suisse First Boston (Europe) Limited, Deutsche Bank AG London, Emporiki Bank, Greek PostalSavings Bank, Merrill Lynch International, National Bank of Greece SA, and UBS Limited (the Managers)have, pursuant to a Subscription Agreement (the Subscription Agreement) dated 9th November, 2004,jointly and severally agreed to subscribe for the Certificates at the issue price of 100 per cent. of the principalamount of Certificates, less the commissions referred to in the Subscription Agreement. The Bank willreimburse the Managers in respect of certain of their expenses, and has agreed to indemnify the Managersagainst certain liabilities, incurred in connection with the issue of the Certificates. The SubscriptionAgreement may be terminated in certain circumstances prior to payment to the Fiduciary.

United States

The Certificates have not been and will not be registered under the Securities Act and may not be offered orsold within the United States or to, or for the account or benefit of, U.S. persons except in certain transactionsexempt from the registration requirements of the Securities Act.

The Certificates are subject to U.S. tax law requirements and may not be offered, sold or delivered withinthe United States or its possessions or to a United States person, except in certain transactions permitted byU.S. tax regulations. Terms used in this paragraph have the meanings given to them by the U.S. InternalRevenue Code of 1986 and regulations thereunder.

Each Manager has agreed that, except as permitted by the Subscription Agreement, it will not offer, sell ordeliver the Certificates (a) as part of their distribution at any time or (b) otherwise until 40 days after the laterof the commencement of the offering and the Closing Date within the United States or to, or for the accountor benefit of, U.S. persons and that it will have sent to each distributor, dealer or person receiving a sellingconcession, fee or other remuneration that purchases Certificates from it during the distribution complianceperiod a confirmation or other notice setting forth the restrictions on offers and sales of the Certificateswithin the United States or to, or for the account or benefit of, U.S. persons. Terms used in this paragraphhave the meanings given to them by Regulation S under the Securities Act.

In addition, until 40 days after the commencement of the offering, an offer or sale of Certificates within theUnited States by any dealer that is not participating in the offering may violate the registration requirementsof the Securities Act.

United Kingdom

Each Manager has represented and agreed that, except as permitted by the Subscription Agreement:

(a) it has not offered or sold and, prior to the expiry of the period of six months from the Closing Date,will not offer or sell any Certificates to persons in the United Kingdom except to persons whoseordinary activities involve them in acquiring, holding, managing or disposing of investments (asprincipal or agent) for the purposes of their businesses or otherwise in circumstances which havenot resulted and will not result in an offer to the public in the United Kingdom within the meaningof the Public Offers of Securities Regulations 1995 (as amended);

(b) it has only communicated or caused to be communicated and will only communicate or cause to becommunicated an invitation or inducement to engage in investment activity (within the meaning ofSection 21 of the FSMA) received by it in connection with the issue of the Certificates incircumstances in which Section 21(1) of the Financial Services and Markets Act 2000 (as amended)(the FSMA) does not apply to the Bank; and

(c) it has complied and will comply with all applicable provisions of the FSMA with respect to anythingdone by it in relation to the Certificates in, from or otherwise involving the United Kingdom.

65

Grand Duchy of Luxembourg

Each Manager has represented and agreed that the Certificates will not be offered or sold to the public in theGrand Duchy of Luxembourg, directly or indirectly, and that, neither this Offering Circular nor any othercircular, prospectus, form of application, advertisement or other material will be distributed, or otherwisemade available in, or from or published in, the Grand Duchy of Luxembourg, except for the purpose of thelisting of the Certificates on the Luxembourg Stock Exchange and except in circumstances where theLuxembourg legal requirements for a public offer of securities have been met first.

Greece

Each Manager has represented and agreed that it has not publicly offered or sold and will not publicly offeror sell any Certificates, in, or to persons in, the Hellenic Republic, or engaged in advertisements, notices,statements or other actions in the Hellenic Republic, with a view to attracting resident investors in theHellenic Republic to acquire Certificates. All applicable provisions of law 876/1979 and PresidentialDecrees 52/1992, as now in force, must be complied with in respect of anything done with regard to thepublic offering of Certificates in, from or otherwise involving, the Hellenic Republic.

General

No action has been taken by the Fiduciary or any Manager that would, or is intended to, permit a public offerof the Certificates in any country or jurisdiction where any such action for that purpose is required.Accordingly, each Manager has undertaken that it will not, directly or indirectly, offer or sell any Certificatesor distribute or publish any offering circular, prospectus, form of application, advertisement or otherdocument or information in any country or jurisdiction except under circumstances that will, to the best ofits knowledge and belief, result in compliance with any applicable laws and regulations and all offers andsales of Certificates by it will be made on the same terms.

66

GENERAL INFORMATION

Authorisation

1. The issue of the Certificates by the Fiduciary has been authorised by the management of the Fiduciaryas part of its general banking activities.

The issue of the Class B Shares was authorised by the Board of Directors of EFG Finance on 4thNovember, 2004.

The issue of the Bons de Participation was authorised by shareholders’ resolutions of the Bank heldon 18th October, 2004 and by resolutions of the Board of Directors of the Bank dated 29th October,2004 and 4th November, 2004 respectively, all as further described on page 29 of this OfferingCircular.

Listing

2. Application has been made to list the Certificates on the Luxembourg Stock Exchange. A legal notice(notice légale) relating to the issue of the Certificates and the constitutional documents of the Bankand EFG Finance are being lodged with the Luxembourg trade and companies register (Registre decommerce et des sociétés, Luxembourg) where such documents may be examined and copiesobtained.

Clearing Systems

3. The Certificates have been accepted for clearance through Euroclear and Clearstream, Luxembourg.The ISIN for this issue is XS0204324890, the Common Code is 020432489.

No significant change

4. Save as disclosed in this Offering Circular, there has been no material adverse change in the condition(financial or otherwise) or the prospects of the Bank since 31st December, 2003 or EFG Finance sinceits date of incorporation.

Litigation

5. Neither the Bank nor any of its consolidated subsidiaries (together with the Bank, the Group) isinvolved in any legal or arbitration proceedings (including any proceedings which are pending orthreatened of which the Bank is aware) which may have or has had in the 12 months preceding thedate of this document a significant adverse effect on the financial position of the Bank or the Group.

Auditors

6. The auditors of the Bank are PricewaterhouseCoopers SA, Geneva who have audited the Group’saccounts, without qualification, in accordance with generally accepted auditing standards inSwitzerland for each of the three financial years ended on 31st December, 2003.

U.S. Tax

7. The Certificates will contain the following legend: “Any United States person who holds thisobligation will be subject to limitations under the United States income tax laws, including thelimitations provided in Sections 165(j) and 1287(a) of the Internal Revenue Code”.

Documents

8. Copies of the following documents will be available free of charge from the offices of the PayingAgent for the time being in Luxembourg so long as any of the Certificates remain outstanding:

67

68

(a) the constitutional documents (including the articles of association) of the Bank and EFGFinance (with an English translation thereof, where applicable);

(b) the consolidated and non-consolidated audited financial statements of the Bank in respect ofthe financial years ended 31st December, 2002 and 31st December, 2003 (with an Englishtranslation thereof). The Bank currently prepares audited consolidated and non-consolidatedaccounts on an annual basis.

(c) the most recently published audited annual financial statements of the Bank and the mostrecently published unaudited interim financial statements (if any) of the Bank (with an Englishtranslation thereof). The Bank ordinarily publishes audited consolidated and non-consolidatedaccounts on an annual basis and unaudited non-consolidated interim accounts on a semi-annualbasis;

(d) the Subscription Agreement, the Agency Agreement, the Bons de Participation Agreement andthe Class B Shares Agreement; and

(e) the Annual Report of the Bank and the Group

Notices in Switzerland

Notices of the Bank are made by publication in the Swiss Commercial Gazette or in other media.

As statutory auditors, we have audited the accounting records and the financial

statements (income statement, balance sheet and notes set out on pages 38 to

44) of EFG Private Bank SA for the year ended December 31, 2003.

These financial statements are the responsibility of the board of directors.

Our responsibility is to express an opinion on these financial statements based

on our audit. We confirm that we meet the legal requirements concerning

professional qualification and independence.

Our audit was conducted in accordance with auditing standards promulgated

by the Swiss profession, which require that an audit be planned and performed

to obtain reasonable assurance about whether the financial statements are free

from material misstatement. We have examined on a test basis evidence

supporting the amounts and disclosures in the financial statements. We have

also assessed the accounting principles used, significant estimates made and the

overall financial statement presentation. We believe that our audit provides a

reasonable basis for our opinion.

In our opinion, the accounting records and financial statements and the

proposed appropriation of available earnings comply with Swiss law and the

company’s articles of incorporation.

We recommend that the financial statements submitted to you be approved.

PricewaterhouseCoopers SA

JC Pernollet A Travis

Geneva, March 15, 2004

auditors’r e p o r t

Report of the statutory auditors to the general meeting of EFG

Private Bank SA Zurich

F-1

Parent Company Financial Statements for the Year Ended December 31, 2003

Income Statement

(ALL FIGURES IN THOUSANDS OF CHF) NOTES 2003 2002

Operating Income & Expenses

Interest & discount income 50,149 40,827

Interest & dividend income on trading portfolios 1,209 (2)

Interest & dividend income from financial investments 15,346 10,906

Interest expenses (29,958) (29,496)

Net interest income 36,746 22,235

Commission income from lending activities 4,589 1,908

Commission income from securities and investment activities 101,770 41,658

Commission income from other services 11,348 6,776

Commission expenses (17,053) (9,019)

Net commission income and service fee income 100,654 41,323

Net trading income 10 38,019 12,121

Income from the sale of financial investments 126 7,684

Income from participations 13,150

Sundry ordinary income 2,794 768

Sundry ordinary expenses (40)

Other ordinary income/(expenses), net 16,070 8,412

Operating income 191,489 84,091

Personnel expenses (93,023) (41,616)

Other operating expenses (45,533) (16,806)

Operating expenses (138,556) (58,422)

Gross operating profit 52,933 25,669

Depreciation of capitalised assets (27,821) (22,226)

Valuation adjustments, provisions and losses (1,514) (363)

Depreciation, valuation adjustments, provisions and losses (29,335) (22,589)

Profit before extraordinary items and taxes 23,598 3,080

Extraordinary income 27,073 496

Extraordinary expenses (6,962) (340)

Profit before taxes 43,709 3,236

Taxes (3,665) (753)

Net profit 40,044 2,483

Proposed appropriation of retained earnings(ALL FIGURES IN THOUSANDS OF CHF) 2003 2002

Retained earning brought forward 722 239

Net profit 40,044 2,483

Retained earning available for appropriation 40,766 2,722

Transfer to General legal reserve 2,910

Transfer to Free reserves 37,000 2,000

To be carried forward 856 722

Total 40,766 2,722

F-2

Parent Company Financial Statements for the Year Ended December 31, 2003

Balance Sheet

(ALL FIGURES IN THOUSANDS OF CHF) NOTES DEC. 31, 2003 DEC. 31, 2002

Assets

Cash and other liquid assets 44,684 10,625

Money market papers 12,615 14,074

Due from banks 880,929 587,184

Due from customers 1,492,006 875,731

Mortgages 8,040 10,661

Securities & precious metals trading portfolios 4,284 10,309

Financial investments 497,094 325,516

Investments in subsidiaries 39,558 36,377

Tangible fixed assets and intangible assets 122,207 9,490

Accrued income and prepaid expenses 40,896 14,932

Other assets 118,259 41,709

Total assets 3,260,573 1,936,608

Including subordinated assets 1,825 202

Including receivable from Group companies and significant shareholders 19,004 13,914

Liabilities

Money market papers issued 139 124

Due to banks 328,711 337,523

Due to customers in savings and investment deposits 122 46

Due to customers, other 2,525,526 1,404,800

Accrued expenses & deferred income 42,056 23,416

Other liabilities 92,135 30,375

Valuation adjustments and provisions 6 64,218 202

Total liabilities 3,052,907 1,796,486

Shareholders’ Equity

Reserve for general banking risks 6,7 400 400

Share capital 7,8 56,410 55,000

General legal reserve 7 67,090 41,000

Free reserves 43,000 41,000

Retained earnings 722 239

Net profit 40,044 2,483

Total shareholders’ equity 7 207,666 140,122

Total liabilities and shareholders’ equity 3,260,573 1,936,608

Including subordinated liabilities 235,940 75,000

Including liabilities to Group companies and significant shareholders 26,238 11,443

F-3

Off-Balance Sheet Positions

Contingent Liabilities(ALL FIGURES IN THOUSANDS OF CHF) DEC. 31, 2003 DEC. 31, 2002

Guarantees issued in favour of third parties 119,500 37,101

Irrevocable Commitments(ALL FIGURES IN THOUSANDS OF CHF) DEC. 31, 2003 DEC. 31, 2002

Irrevocable commitments 77,994 9,501

CHF 72,178 (2002: CHF 8,458) represent irrevocable commitments of renewed bank terrm deposits processed after closing and with a maturity shorter than 1 month (Trading date principle)

Derivative Financial Instruments Open at Year-EndPOSITIVE NEGATIVE DEC. 31, 2003 POSITIVE NEGATIVE DEC. 31, 2002

REPLACEMENT REPLACEMENT CONTRACT REPLACEMENT REPLACEMENT CONTRACT(ALL FIGURES IN THOUSANDS OF CHF) VALUE VALUE VOLUME VALUE VALUE VOLUME

Interest rate instruments

Forward contracts 1 1 55,220

Swaps 603 873 175,488 223 4,187

Option (OTC) 18,486 3,006 1,154,275 7,202 3,376 697,900

Foreign Exchange

Forward contracts 78,492 72,993 3,252,516 26,043 25,769 1,752,756

Swaps 5,138 2,735 4,262,623

Options (OTC) 6,487 5,734 888,503 1,138 171 409,955

Equity

Option (OTC) 1,597 1,597 24,505

Total 110,803 86,938 9,813,131 34,383 29,539 2,864,798

DEC. 31, 2003 DEC. 31, 2002POSITIVE NEGATIVE POSITIVE NEGATIVE

NET REPLACEMENT REPLACEMENT NET REPLACEMENT REPLACEMENT(ALL FIGURES IN THOUSANDS OF CHF) BALANCE VALUE VALUE BALANCE VALUE VALUE

Trading derivative replacement values 91,714 83,059 27,181 26,163

Other derivative replacement values 19,089 3,879 7,202 3,376

Netting valuation accounts, net balance (2,550) (5,428)

Derivative replacement values refer to gross values in other assets and other liabilities

Fiduciary Transactions(ALL FIGURES IN THOUSANDS OF CHF) DEC. 31, 2003 DEC. 31, 2002

Fiduciary transactions with third party banks 2,715,377 573,753

Deposits with affiliated banks and banks of EFG Bank Group 451,961 332,392

Loans and other fiduciary transactions 24,003 15,929

Total 3,191,341 922,074

Parent Company Financial Statements for the Year Ended December 31, 2003

F-4

Notes to Parent Company Financial Statements for the Year Ended December 31, 2003

1. Business Activities and Number of Personnel

EFG Private Bank SA, (hereinafter referred to as “The Bank”), offers its clients the full range of PrivateBanking services including portfolio management forprivate clients, investment advisory services, lombardlending and trust services. In addition to its head office in Zurich, it operates through its Geneva, Guernsey,Hong Kong and Singapore branches. The Bankmaintains also offices in Lausanne, Sion, Martigny,Verbier, Crans-Montana and Monaco.

As at December 31, 2003, the Bank employed 462 staff(2002: 197).

2. Accounting Policies

The financial statements have been prepared inaccordance with the provisions of the Swiss Code ofObligations, the banking legislation and the directivesof the Swiss Federal Banking Commission. The mostsignificant accounting policies may be summarised as follows:

Transaction recording

All transactions are accounted for at the time of theircontractual initiation. Securities transactions arerecorded in the balance sheet on contract date. Spotand forward foreign transactions, as well as depositsand loans, are recorded as off balance sheetcommitments until their value date.

Foreign currency translation

Assets and liabilities denominated in foreign currenciesare converted at rates of exchange prevailing at year-end. Foreign currency transactions are converted at therates of exchange prevailing during the year. For thebranches any difference between the year-end exchangerate and the average rate is recorded under the Tradingincome as foreign exchange difference

Main foreign exchange rates against CHF

2003 2002YEAR END AVERAGE YEAR END AVERAGE

EUR 1.5594 1.5205 1.4548 1.4649

GBP 2.2163 2.1976 2.2381 2.3286

HKD 16.07 17.28 17.89 19.96

JPY 1.1662 1.1617 1.1706 1.2412

SEK 17.18 16.67 15.89 16.00

SGD 73.29 77.22 80.40 86.89

TWD 3.6634 3.9176 4.0154 4.5128

USD 1.2479 1.3459 1.3958 1.5564

Amounts are stated at the nominal value.

Liquid assets, due from banks, due from customers andmortgage loans

These are stated at nominal value. Valuationadjustments where applicable, to recognise defaultrisks established on an individual basis, as well as anyindividual provision for impaired loans are bookedunder “Valuation adjustments and provisions” in theBalance sheet.

Financial investments

Financial investments which are to be held to maturityare valued at amortised cost. All others which are notto be held to maturity, are valued at the lower of costor market.

Investment in subsidiaries

These are valued at cost less amortisation reflecting anyprolonged impairment in value.

Fixed assets

Fixed assets are valued at cost and are depreciated on a straight-line basis over their estimated useful liveswhich are:

Fixture and fittings between 5 and 10 years

Computers and telecommunicationsequipment between 3 and 4 years

Other fixed assets between 5 and 10 years

Goodwill and Intangibles

Goodwill and Intangibles are amortised over seven orten years on a straight-line basis. Other intangiblescarried under this item is amortised over a five-yearperiod.

Taxes

Taxes due on the net income of the companies of theGroup, but not yet paid, have been provided for in thefinancial statments and are recorded under “Accruedexpenses & deferred income” in the Balance sheet.

Valuation adjustments and provisions

Valuation adjustments and provisions are eatablishedindividually as considered economically necessary tocover all known material risks.

Derivatives

Trading positions outstanding on the balance sheetdate are valued at fair value. Hedging transactions arevalued similarly to the underlying transactions. Allpositive and negative replacement values are carried atfair value as gross amounts in the balance sheet(without any off setting) under Other assets and Otherliabilities respectively. Hedging transactions are valued

F-5

Notes to Parent Company Financial Statements for the Year Ended December 31, 2003

in an analogous manner to the underlying transactions.Balances resulting from the Macro-Hedges used forinterest rate risk coverage are recorded as interestincome or expenses.

3. Risk Management

The Bank’s activities are predominantly carried out onits clients’ behalf, with the clients carrying the risk. Assuch, the Bank takes limited credit risk, market riskand liquidity risk, with most credit risk being limited toLombard loans and other secured loans, and marketrisk restricted to limited foreign exchange and interestrate gapping positions maintained by the Bank. Themain areas of risk for the Bank are operational andreputational. The Bank’s management has implementedrisk management procedures complying with the riskpolicies and procedures of its parent, EFG BankEuropean Financial Group (EFGB). Ultimateresponsibility for the risk management of the Bank lieswith the Bank’s board of directors, who set the Bank’spolicies and risk appetite in collaboration with EFGB’sGroup Risk Committee (GRC). Implementation of theBank’s policies and compliance with procedures is theresponsibility of sub-committees for market risk andcredit risk, assisted by both internal and external auditfunctions.

Operational Risk

The risk of loss resulting from failures in businessprocesses systems and people, or from external sources,is limited by means of organisational measures,automation, internal control and security systems,written procedures, legal documentation and lossmitigation techniques under the responsibility ofmanagement. Operational risk is monitored through acomprehensive internal reporting system under theresponsibility of senior management, which aims tooversee and maintain the standards of all transactions.Operational losses have been small and monthlyreports include details of all operational issues. TheBank has a strong preference for hiring seniormanagers and Client Relationship Officers (CROs)who have worked with members of the currentmanagement of the Bank in the past. In addition, themanagement information system produces dailyreports with details of the transactions of all clients,which are closely monitored with a view to detectingany large or unusual transactions. The Bank’s Genevabased IT system provides an immediate duplicate of alltransactions at its disaster recovery site in Zurich headoffice, ensuring a backup system is continuouslyavailable off-site. The Bank’s operations are alsomonitored by EFGB’s internal audit department. The

Bank has suffered little loss from fraud, and hasinsurance policies against fraud and negligencecommitted by employees.

Compliance and Law risk

The Legal & Compliance department controls thebank's observation of all regulations in force and duediligence of any financial intermediaries. Legislativedevelopments and changes by government, parliamentor other relevant authorities are regularly followed.The Legal & Compliance department also supervisesproper updating of internal regulations to comply withnew regulations and laws.

Reputational Risk

Reputational risk for the Bank may arise from anyshortfalls in the quality of service delivered to clients,as well as the Bank’s potential involvement withpolitically exposed clients and those connected withcriminal activities.

The Group endeavours to ensure service quality byemploying highly skilled CROs and minimisingoperational error (see “Operational Risk” above).Reputational risks arising from client selection are acommon concern for all Swiss private banks, and theSwiss Federal Banking Commission closely monitorsthe reputational risk of accepting suspicious funds. Tocomply with money laundering laws, the Bank operatesstrict due diligence procedures for new clients. Inaddition, the Bank closely monitors transactions on aongoing basis and records any activities not matchingclients’ profiles.

Credit Risk

The Bank’s Credit Committee ensures theimplementation of the credit policies and proceduresdefined by the Board and approves major client creditrisks. The approval of Lombard loans and of certainnon-Lombard loans has been delegated to seniormanagement within established size and diversificationprogram parameters. The Credit AdministrationDepartment monitors credit exposures against approvedlimits and pledged collateral. To qualify as collateral fora Lombard loan, the securities portfolio must be welldiversified and differing margins apply depending on thetype of securities, their risk profile and liquidity. TheBank applies additional margins if the loan and thecollateral are not in the same currency. Most of thecollateral is valued daily (more frequently during periodsof high market volatility). Management insists on athorough understanding of the underlying collateral andthe purpose of the loan, ordinarily investment insecurities, funds or life insurance policies. The creditpolicy of the Bank and the nature of the loans ensurethat the Bank’s loan book is of high quality.

F-6

Notes to Parent Company Financial Statements for the Year Ended December 31, 2003

Market risk

The Bank applies a “value at risk” approach (VAR) tomonitor and control market risks: this approachfocuses on assessing the potential loss impact on openrisk positions measured under normal marketconditions. In addition, positions are also measured inthe event of extreme market movements (stress testing)and against nominal limits. The Bank limits are set andapproved accordingly. As regards interest rate risk, theBank maintains limited gapping positions, all withinthe pre-established market risk limits and parameters.The Bank carries out foreign currency operations bothfor its clients and on its own account. The overall netnominal positions per currency are subject to intradayand overnight limits. The use of derivatives andmonitoring of the related risks are subject to the riskmanagement policy used by EFG Bank Group on agroup-wide basis.

Liquidity risk

The Bank’s capital and reserves position, itsconservative gapping policy when funding customerloans combined with its substantial excess fundingfrom client deposits ensure that the Bank runs littleliquidity risk.

Outsourcing risk

Salary and Pension Fund administration have beenoutsourced to a specialized service company. Several ITDevelopment projects to be completed within clearlydefined timeframes have also been outsourced to localcompanies. For all such outsourced activities, detailedservice contracts, including confidentiality, bankingsecrecy and business compliance agreements, weresigned between the Bank and respective companies andtheir employees.

4. Fire Insurance Value of Fixed Assets(ALL FIGURES IN THOUSANDS OF CHF) DEC 31, 2003 DEC 31, 2002

Fire insurance value of tangible fixed assets 19,861 7,277

5. Assets Pledged or Assigned and Assets Subject to Reservation on OwnershipDEC 31, 2003 DEC 31, 2002

BOOK VALUE OF ACTUAL BOOK VALUE OF ACTUAL(ALL FIGURES IN THOUSANDS OF CHF) PLEDGED ASSETS LIABILITIES PLEDGED ASSETS LIABILITIES

Balance sheet positions

Money market papers 10,863 12,223

Due from banks 8,062 70

Financial investments 49,989 1,240

Total 68,914 - 13,533 -

Mainly represents assets subject to ownership reservation guarantying nostro commitments and revocable at own discretion.

6. Valuation Adjustments & Provisions/Reserve for General Banking RisksADDITIONS CHANGE OR RECOVERIES, NEW PROVISIONS

COMING FROM RECLASSIFICATION DOUBTFULL INTE- CHARGED TO REVERSAL BALANCE AT MERGERS AS AT OF REST, CURRENCY TO INCOME TO INCOME BALANCE AT

(ALL FIGURES IN THOUSANDS OF CHF) DEC. 31, 2002 JAN. 1, 2003 SPECIFIC USAGE PROVISIONS DIFFERENCES STATMENT STATMENT DEC. 31, 2003

Valuation adjustments & provisions for credit risks and country risks 75 5,293 (65) 276 (15) 5,564

Other provisions 127 67,996 (126) (103) 909 (10,149) 58,654

Total valuation adjustments & provisions as per balance sheet (liabilities) 202 73,289 (191) (103) 1,185 (10,164) 64,218

Reserve for general banking risks 400 - - - - - - 400

F-7

7. Statements of Changes in Shareholders’ EquityRESERVE FOR

GENERAL LEGAL GENERAL OTHER RETAINED TOTAL PER (ALL FIGURES IN THOUSANDS OF CHF) SHARE CAPITAL RESERVE BANKING RISKS RESERVES EARNINGS NET PROFIT BALANCE SHEET

Balance at beginning of the year 55,000 41,000 400 41,000 239 2,483 140,122

Allocation to/from reserves 2,000 483 (2,483)

Capital increase 1,410 1,410

Share premium 26,090 26,090

Net profit for the year 40,044 40,044

Balance at end of the year 56,410 67,090 400 43,000 722 40,044 207,666

8. Capital Structure and Significant ShareholdersDEC 31, 2003 DEC 31, 2002

TOTAL DIVIDEND TOTAL DIVIDENDNOMINAL NUMBER BEARING NOMINAL NUMBER BEARING

(ALL FIGURES IN THOUSANDS OF CHF) VALUE OF UNITS CAPITAL VALUE OF UNITS CAPITAL

Capital structure

Share capital 56,410 56.41 56,410 55,000 55.00 55,000

Total share capital 56,410 56.41 56,410 55,000 55.00 55,000

Voting shares 53,610 53.61 53,610 52,200 52.20 52,200

Non-voting shares 2,800 2.80 2,800 2,800 2.80 2,800

DEC 31, 2003 DEC 31, 2002PARTICIPATION IN PARTICIPATION IN

SIGNIFICANT SHAREHOLDERS NOMINAL % NOMINAL %

EFG Bank European Financial Group, Geneva (owned by Latsis Family interests) 35,739 66.7 35,757 68.5

Mr Jean Pierre Cuoni 4,176 7.8 4,230 8.1

Mr Lawrence D. Howell 4,176 7.8 4,230 8.1

Other Directors, Management members and other shareholders 9,519 17.7 7,983 15.3

Total 53,610 100.0 52,200 100.0

9. Credit Facilities Granted to Members of the Board of Directors, Members of the Bank Committees and Executive Directors(ALL FIGURES IN THOUSANDS OF CHF) DEC 31, 2003 DEC 31, 2002

Credit facilities granted to members of the Board of Directors, Bank Committees and Executive Directors 15,822 15,456

10. Income from Trading Activities, Net(ALL FIGURES IN THOUSANDS OF CHF) DEC 31, 2003 DEC 31, 2002

Foreign exchange and banknote trading 23,550 9,479

Securities 14,469 2,642

Total 38,019 12,121

11. Liabilities to Own Pension Plans

There are no committments to own pension and welfare funds.

Notes to Parent Company Financial Statements for the Year Ended December 31, 2003

F-8

F-9

We have audited the consolidated financial statements (income statement, balance

sheet, statement of source and application of funds and notes set out on pages 18

to 35) of EFG Private Bank SA as at December 31, 2003 and for the year then

ended.

These consolidated financial statements are the responsibility of the Board

of Directors. Our responsibility is to express an opinion on these consolidated

financial statements based on our audit. We confirm that we meet the legal

requirements concerning professional qualification and independence.

Our audit was conducted in accordance with auditing standards promulgated

by the Swiss profession, which require that an audit be planned and performed

to obtain reasonable assurance about whether the consolidated financial

statements are free from material misstatement. We have examined on a test

basis evidence supporting the amounts in the consolidated financial statements.

We have also assessed the accounting principles used, significant estimates made

and the overall presentation of the consolidated financial statements. We believe

that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements present fairly, in all

material respects, the financial position, the result of operations and the cash

flows in accordance with the Swiss accounting standards for banks and comply

with Swiss law.

We recommend that the consolidated financial statements submitted to you

be approved.

PricewaterhouseCoopers SA

JC Pernollet A Travis

Geneva, March 15, 2004

Report of the group auditors to the general

meeting of EFG Private Bank SA Zurich

auditors’r e p o r t

Consolidated Financial Statements for the Year Ended December 31, 2003

Consolidated Income Statement

(ALL FIGURES IN THOUSANDS OF CHF) NOTES 2003 2002

Operating Income & Expenses

Interest & discount income 49,834 41,534

Interest & dividend income on trading portfolios 1,209 (2)

Interest & dividend income from financial investments 15,645 10,906

Interest expenses (29,114) (29,437)

Net interest income 37,574 23,001

Commission income from lending activities 4,589 1,909

Commission income from securities and investment activities 122,586 58,938

Commission income from other services 14,437 8,631

Commission expenses (19,732) (9,349)

Net commission and service fee income 121,880 60,129

Net trading income 6 (a) 40,593 12,150

Income from the sale of financial investments 126 7,684

Income from participations 3,150

Sundry ordinary income 2,937 768

Sundry ordinary expenses (40)

Other ordinary income/(expenses), net 6,213 8,412

Operating income 206,260 103,692

Personnel expenses 6 (b) (108,016) (56,583)

Other operating expenses 6 (c) (51,407) (22,019)

Operating expenses (159,423) (78,602)

Gross operating profit 6 (e) 46,837 25,090

Depreciation of tangible fixed assets (8,170) (2,541)

Amortization of intangible assets and Goodwill (11,220) (3,150)

Valuation adjustments, provisions and losses (1,576) (488)

Depreciation, valuation adjustments, provisions and losses (20,966) (6,179)

Profit before extraordinary items and taxes 25,871 18,911

Extraordinary income 6 (d) 22,899 505

Extraordinary expenses 6 (d) (7,035) (340)

Profit before taxes 41,735 19,076

Taxes 6 (f) (8,568) 4,249

Net profit 33,167 23,325

F-10

Consolidated Balance Sheet

(ALL FIGURES IN THOUSANDS OF CHF) NOTES DEC. 31, 2003 DEC. 31, 2002

Assets

Cash and other liquid assets 18 44,967 10,704

Money market papers 18 12,615 14,283

Due from banks 18 891,000 609,344

Due from customers 7, 18 1,492,306 876,049

Mortgages 7, 18 8,040 10,662

Securities & precious metals trading portfolios 8, 18 7,739 10,309

Financial investments 9, 18 530,082 326,917

Non-consolidated participations 10 1,176 886

Tangible fixed assets 11 40,353 7,909

Intangible assets 11 83,280 13,800

Accrued income and prepaid expenses 46,428 18,127

Other assets 12 123,855 49,286

Total assets 3,281,843 1,948,276

Including subordinated assets 202

Including receivables due from non-consolidated participations and significant shareholders 17,172 13,914

Liabilities

Money market papers issued 18 139 124

Due to banks 18 336,441 339,623

Due to customers in savings and investment deposits 18 122 46

Due to customers, other 18 2,528,718 1,405,478

Accrued expenses & deferred income 47,986 25,268

Other liabilities 12 93,292 30,629

Valuation adjustments and provisions 16 67,255 1,860

Total liabilities 3,073,953 1,803,091

Shareholders’ Equity

Reserve for general banking risks 16, 17 400 400

Share capital 17 56,410 55,000

Capital reserve 17 67,090 41,000

Profit Reserve 17 50,823 25,460

Net profit 33,167 23,325

Total shareholders’ equity 17 207,890 145,185

Total liabilities and shareholders’ equity 3,281,843 1,948,276

Including subordinated liabilities 15 235,940 75,000

Including liabilities to non-consolidated participations and significant shareholders 26,238 11,442

Consolidated Financial Statements for the Year Ended December 31, 2003

F-11

Notes to the Consolidated Financial Statements for the Year Ended December 31, 2003

Consolidated Statement of Source and Applications of Funds

2003 2002SOURCE OF APPLICATION SOURCE OF APPLICATION

(ALL FIGURES IN THOUSANDS OF CHF) FUNDS OF FUNDS FUNDS OF FUNDS

Net profit 33,167 23,325

Depreciation and amortization 8,170 2,541

Accrued income and prepaid expenses 28,301 527

Accrued expenses and deferred income 22,718 8,513

Valuation adjustments and provisions 65,395 3,142

Payment of expenses incurred by subsidiaries 6,135 4,759

Operating Activities 129,450 34,435 34,906 7,901

Share / participation / donation capital 1,410

Capital reserve 26,090

Equity transactions 27,500 - - -

Investments in non-consolidated participations 290 381

Other tangible fixed assets 32,444 1,746

Intangible assets 69,480 3,150

Investments in long-term assets - 102,214 3,531 1,746

Financial investments 203,165 122,642

Other assets 74,569 17,458

Other liabilities 62,600 11,137

Financial investments, provisions,other assets and liabilities 62,600 277,734 11,137 140,100

From operations, equity transactions and investments 219,550 414,383 49,574 149,747

Money market papers 1,668 123,927

Due from banks 281,656 120,336

Due from customers 616,257 268,033

Mortgages 2,622 322

Assets 4,290 897,913 244,585 268,033

Money market papers issued 15 44

Due to banks 3,182 76,098

Due to customers in savings and investment deposits 76 101

Due to customers, other 1,123,240 189,408

Liabilities 1,123,330 3,182 189,452 76,199

From other balance sheet items 1,127,620 901,095 434,037 344,232

Securities and precious metals trading portfolios 2,570 10,308

Cash and other liquid assets 34,263 20,676

Change in liquid assets 2,570 34,263 20,676 10,308

Total 1,349,740 1,349,740 504,287 504,287

F-12

Notes to the Consolidated Financial Statements for the Year Ended December 31, 2003

Consolidated Off-Balance Sheet Positions

Contingent Liabilities

(ALL FIGURES IN THOUSANDS OF CHF) DEC. 31, 2003 DEC. 31, 2002

Guarantees issued in favour of third parties 119,500 37,101

Irrevocable Commitments(ALL FIGURES IN THOUSANDS OF CHF) DEC. 31, 2003 DEC. 31, 2002

Irrevocable commitments 77,994 9,501

CHF 72,178 (2002: CHF 8,458) represent irrevocable commitments of renewed bank term deposits processed after closing and with a maturityshorter than 1 month (Trading date principle)

Derivative Financial Instruments Open at Year-EndPOSITIVE NEGATIVE DEC. 31, 2003 POSITIVE NEGATIVE DEC. 31, 2002

REPLACEMENT REPLACEMENT CONTRACT REPLACEMENT REPLACEMENT CONTRACT(ALL FIGURES IN THOUSANDS OF CHF) VALUE VALUE VOLUME VALUE VALUE VOLUME

Interest rate instruments

Forward contracts 1 1 55,220 697,900

Swaps 603 873 175,488 223 4,187

Option (OTC) 18,486 3,006 1,154,275 7,202 3,376 697,900

Foreign Exchange

Forward contracts 78,492 72,993 3,252,516 26,043 25,769 1,752,756

Swaps 5,138 2,735 4,262,623

Options (OTC) 6,487 5,734 888,503 1,138 171 409,955

Equity

Option (OTC) 1,597 1,597 24,505

Total 110,803 86,938 9,813,131 34,383 29,539 2,864,798

DEC. 31, 2003 DEC. 31, 2002POSITIVE NEGATIVE POSITIVE NEGATIVE

NET REPLACEMENT REPLACEMENT NET REPLACEMENT REPLACEMENT(ALL FIGURES IN THOUSANDS OF CHF) BALANCE VALUE VALUE BALANCE VALUE VALUE

Trading derivative replacement values 91,714 83,059 27,181 26,163

Other derivative replacement values 19,089 3,879 7,202 3,376

Netting valuation accounts (2,550) (5,428)

Derivative replacement values refer to gross values in other assets and other liabilities

Fiduciary Transactions(ALL FIGURES IN THOUSANDS OF CHF) DEC. 31, 2003 DEC. 31, 2002

Fiduciary transactions with third party banks 2,715,377 573,753

Deposits with affiliated banks and banks of EFG Bank Group 451,961 332,392

Loans and other fiduciary transactions 24,003 15,929

Total 3,191,341 922,074

F-13

Notes to the Consolidated Financial Statements for the Year Ended December 31, 2003

1. Comment on Business Activity

EFG Private Bank Group companies (hereinafterreferred to as “The Group”) are active in a number ofdifferent business segments. These can be broken downinto the following general activities:

• International Private Banking• Investment Management and Advisory Services• Securities Brokerage• Custody Services• Trust Services

The Group’s principal places of business are in Buenos-Aires, Finland, Guernsey, Hong Kong, Miami,Monaco, Singapore, Sweden and Taiwan. InSwitzerland the Group’s offices are located in Zurich,Geneva, Lausanne, Sion, Martigny, Verbier and Crans-Montana.

Across the whole Group, the number of employees atDecember 31, 2003 was 551 (2002: 295).

2. Principles of Consolidation

(a) General principles

The Group’s consolidation and accounting principlescomply with Swiss accounting standards for banks.

EFG Private Bank SA, Zurich (hereinafter referred toas “The Bank”), is the head of the Group. Themajority of the total shareholders’ equity of The Bankis owned by EFG Bank European Financial Group,Geneva (EFGB), the sole holding company of EFGBank Group. The latter is in its turn subject to fullconsolidation and global regulatory supervision by theSwiss Federal Banking Commission.

The consolidated financial information of the Groupconsolidates its investments according to the followingrules:

(b) Consolidation method

All the major companies in the Group operating in thebanking and financial services sectors and directly orindirectly controlled are consolidated as per thepurchase method.

Minority or insignificant investments are notconsolidated and are kept on the balance sheet at cost(purchase value) less any necessary depreciationresulting from prolonged impairment in the value ofthe investments.

Deposits and commitments on and off-balance sheet,as well as expenses and income, between thecompanies of the Group are eliminated onconsolidation.

(c) Consolidation period

The consolidation period corresponds to the calendaryear. Bansabadell Finance SA, Geneva, acquired inFebruary 2003 and Banque Edouard Constant SA,Geneva, merged with the Bank in June 2003, wereboth accounted far retroactively from 1 January 2003.

(d) Conversion of foreign currencies

The balance sheets of entities located outsideSwitzerland, denominated in foreign currencies, aretranslated at the year-end market exchange rates. TheProfit and loss accounts of those entities are translatedat the average rate during the year. For the branches,any difference between the year-end exchange rate andthe average rate is recorded under Trading income asforeign exchange difference.

The currency translation adjustment arising on consoli-dation is booked directly to the Group shareholders’equity in the reserves.

Main foreign exchange rates against CHF

2003 2002YEAR END AVERAGE YEAR END AVERAGE

EUR 1.5594 1.5205 1.4548 1.4649

GBP 2.2163 2.1976 2.2381 2.3286

HKD 16.07 17.28 17.89 19.96

JPY 1.1662 1.1617 1.1706 1.2412

SEK 17.18 16.67 15.89 16.00

SGD 73.29 77.22 80.40 86.89

TWD 3.6634 3.9176 4.0154 4.5128

USD 1.2479 1.3459 1.3958 1.5564

F-14

Notes to the Consolidated Financial Statements for the Year Ended December 31, 2003

4. Disclosure of Accounting Policies andValuation Principles

(a) General principles

The accounting and valuation principles conform tothe rules defined by the Swiss Code of Obligations, theSwiss Federal Law on Banks and Savings Banks, theSwiss Banking Ordinance, as well as the Directives onaccounting standards for banks established by theSwiss Federal Banking Commission.

All transactions undertaken by Group companies in theyear to the date of the balance sheet, have beenincluded in the consolidated financial statements.

(b) Valuation principles

Liquid assets and short-term instruments

Such assets are recorded in the balance sheet at theirnominal value.

Balances due from and to banks and from and tocustomers, and mortgages

These are stated at face value. General and specificprovisions in respect of doubtful receivables arerecorded under “valuation adjustments andprovisions” in the Balance sheet. Impaired loans arevalued individually and fully covered by a specificprovision recorded under “valuation adjustments andprovision.

Securities trading portfolios

Assets held in this category are valued at fair value.Securities that are not regularly traded are valued atthe lower of cost or market value. Structured productsare marked to model.

Financial investments

Securities are held on a medium or long-term basisuntil their maturity. Bonds held for the medium termare valued at the lower of cost and market value.Bonds held for the long term until their maturity arevalued under the straight line accrual method. Equities are held at the lower of cost or market value.

Fixed assetsFixed assets comprise fixtures and fittings, computers,telecommunications equipment and are depreciated ona straight-line basis over their estimated economicuseful life, which are:

Fixture and fittings between 5 and 10 years

Computers and telecommunicationsequipment between 3 and 4 years

Other fixed assets between 5 and 10 years

Goodwill and Intangibles

Goodwill resulting from the EFG Fondkomissionacquisition is capitalised in the balance sheet andamortised over six years on a straight-line basis.

The Intangibles resulting from the Bansabadell FinanceSA acquisition and Banque Edouard Constant mergerare also capitalised in the balance sheet and areamortised over ten years on a straight-line basis.

The net carrying value of intangibles is, in addition,reappraised annually, with any reduction to the netcarrying value taken immediately as an expense in theprofit and loss account, if necessary.

3. Principal ParticipationsPrincipal fully consolidated participation

SHARE CAPITAL EQUITY INTEREST %COMPANY NAME ACTIVITY 2003 2002 2003 2002

EFG Capital International Corp., Miami Broker Dealer USD 12,200 14,700 100 100

EFG Financial Advisory Pte, Singapore In liquidation SGD 1,150 2,700 100 100

EFG Fondkommission AB, Stockholm Broker Dealer SEK 100,000 100,000 100 100

EFG Financial Consulting Co. Ltd, Taiwan Consulting Services TWD 18,000 8,000 100 100

SIF Swiss Investment Funds SA, Genève ** Funds Administration CHF 2,500* 100*

BEC Universal Advisory Company SA, Luxembourg Investment Advisory EUR 76* 100*

BEC Thema Advisory Company SA, Luxembourg Investment Advisory USD 90* 100*

Principal non-consolidated participations, valued at the cost SHARE CAPITAL EQUITY INTEREST %

COMPANY NAME ACTIVITY 2003 2002 2003 2002

EFG Trust Company (BVI) Limited, Tortola Trust company USD 500 500 100 100

EFG Asset Management Hldg, Luxembourg Asset Management EUR 400 400 25 25

EFG Representative Office Ltd, Sao Paulo Dormant USD - - 100 100

* Consequent to the merger with Banque Edouard Constant SA.** Formerly SFF Investment Funds SA, Genève

F-15

Notes to the Consolidated Financial Statements for the Year Ended December 31, 2003

Pension fund

The Pension schemes cover aging, survival anddisability and are run in according with laws andregulations of the respective local countries. Employeesand their survivors are protected against economicconsequences of age, death and disability.

Generally funded by employees and employers, theschemes are legally independent from the Group. Themain such schemes are in Switzerland and Hong Kong.Participants to schemes of these two countriesrepresents about 80% of employees of the Group.

Employer contributions expenses, whether throughstate plans, private standalone arrangements or withprivate insurance companies, are recognised whenemployees have rendered service to the Group inexchange for the benefits.

For application of Financial Reporting Standards SwissGAAP no 16, the Group Pension schemes arecontribution oriented. This notion is similar to that of“Defined contribution” as known in other accountingnorms such as International Financial ReportingStandards (IFRS).

Taxes

Taxes due on the net income of the companies of theGroup, but not yet paid, have been provided for in thefinancial statements and are recorded under “Accruedexpenses & deffered income” in the Balance sheet.

Deferred taxes arising from temporary differencesbetween accounting and tax treatments are accrued forand booked under “valuation adjustments andprovisions” in the Balance sheet. Deferred tax assetsare not recognised if their recoverability is uncertain.

Valuation adjustments and provisions

For each risk identifiable at the date of the balancesheet, adjustments to values and provisions are madeaccording to general principles of prudence. Amountsdue from customers are also risk-evaluated accordingto the domicile of the risk.

Reserves for general banking risks

The reserves for general banking risks are, according toArt. 11a of the Swiss Banking Ordinance, consideredas part of the shareholders’ funds of the Group.

Foreign currencies

Assets and liabilities denominated in foreign currencieson the balance sheets of Group entities are translated intolocal currency at the year-end market exchange rates.Transactions in foreign currency are translated intolocal currency at the rates prevailing on the dates of thetransactions.

Foreign currency positions are marked to market and

the result taken to profit and loss. Currency swaps,

which are used for hedging foreign currency loans, are

valued under the accrual method.

Derivatives

The term “derivatives” incorporates interest rate,

currency, equity (or indices) and other instruments in

the form of forward contracts, options (traded or over-

the-counter), futures and swaps.

All derivatives positions, except those used for hedging,

are valued at fair value. Fair value results from market

prices.

Hedging transactions are valued in an analogous

manner to the underlying transactions. Balances

resulting from the Macro-Hedges used for interest rate

risk coverage are booked as interest income or

expenses.

Replacement values correspond to the market value of

the contracts for derivative products undertaken for

the Group’s own account and for clients.

Gross positive and gross negative replacement values

are included in the Balance Sheet under Other Assets

and Other Liabilities respectively.

(c) Transaction recording and presentation in thebalance sheet

All transactions of Group companies are entered into

their books on the day the transaction is undertaken.

The balance sheet is prepared according to the

following principles:

Securities transactions as well as payments are entered

in the balance sheet on the day of transaction. Deposits

and loans, as well as spot and forward foreign exchange

transactions, are entered in the balance sheet on their

respective value dates.

(d) Changes in Accounting Policies and Valuationprinciples

As from January 1st, 2003 onwards, the provisions for

unpaid taxes are recorded under “Accrued income and

prepaid expenses”.

5. Risk Management

The Group’s activities are predominantly carried out

on its clients’ behalf, with the clients carrying the risk.

As such, the Group takes limited credit risk, market

risk and liquidity risk, with most credit risk being

limited to Lombard loans and other secured loans, and

market risk restricted to limited foreign exchange and

interest rate gapping positions maintained by the

F-16

Notes to the Consolidated Financial Statements for the Year Ended December 31, 2003

Group. The main areas of risk for the Group areoperational and reputational. The Group’smanagement has implemented risk managementprocedures complying with the risk policies andprocedures of its parent, EFG Bank European FinancialGroup (EFGB). Ultimate responsibility for the riskmanagement of the Group lies with the Group’s boardof directors, who set the Group’s policies and riskappetite in collaboration with EFGB’s Group RiskCommittee (GRC). Implementation of the Group’spolicies and compliance with procedures is theresponsibility of sub-committees for market risk andcredit risk, assisted by both internal and external auditfunctions.

Operational Risk

The risk of loss resulting from failures in businessprocesses systems and people, or from external sources,is limited by means of organisational measures,automation, internal control and security systems,written procedures, legal documentation and lossmitigation techniques under the responsibility ofmanagement. Operational risk is monitored through acomprehensive internal reporting system under theresponsibility of senior management, which aims tooversee and maintain the standards of all transactions.Operational losses have been small and monthlyreports include details of all operational issues. TheGroup has a strong preference for hiring seniormanagers and Client Relationship Officers (CROs)who have worked with members of the currentmanagement of the Group in the past. In addition, themanagement information system produces dailyreports with details of the transactions of all clients,which are closely monitored with a view to detectingany large or unusual transactions. The Group’s Genevabased IT system provides an immediate duplicate of alltransactions at its disaster recovery site in Zurich headoffice, ensuring a backup system is continuouslyavailable off-site. The Group’s operations are alsomonitored by EFGB’s internal audit department. TheGroup has suffered little loss from fraud, and hasinsurance policies against fraud and negligencecommitted by employees.

Compliance and Law risk

The Legal & Compliance department controls thebank's observation of all regulations in force and duediligence of any financial intermediaries. Legislativedevelopments and changes by government, parliamentor other relevant authorities are regularly followed.The Legal & Compliance department also supervisesproper updating of internal regulations to comply withnew regulations and laws.

Reputational Risk

Reputational risk for the Group may arise from anyshortfalls in the quality of service delivered to clients,as well as the Group’s potential involvement withpolitically exposed clients and those connected withcriminal activities.

The Group endeavours to ensure service quality byemploying highly skilled CROs and minimisingoperational error (see “Operational Risk” above).Reputational risks arising from client selection are acommon concern for all Swiss private banks, and theSwiss Federal Banking Commission closely monitorsthe reputational risk of accepting suspicious funds. Tocomply with money laundering laws, the Groupoperates strict due diligence procedures for new clients.In addition, the Group closely monitors transactionson an ongoing basis and records any activities notmatching clients’ profiles.

Credit Risk

The Group’s Credit Committee ensures theimplementation of the credit policies and proceduresdefined by the Board and approves major client creditrisks. The approval of Lombard loans and of certainnon-Lombard loans has been delegated to seniormanagement within established size and diversificationprogram parameters. The Credit AdministrationDepartment monitors credit exposures against approvedlimits and pledged collateral. To qualify as collateral fora Lombard loan, the securities portfolio must be welldiversified and differing margins apply depending on thetype of securities, their risk profile and liquidity. TheGroup applies additional margins if the loan and thecollateral are not in the same currency. Most of thecollateral is valued daily (more frequently during periodsof high market volatility). Management insists on athorough understanding of the underlying collateral andthe purpose of the loan, ordinarily investment insecurities, funds or life insurance policies. The creditpolicy of the Group and the nature of the loans ensurethat the Group’s loan book is of high quality.

Market risk

The Group applies a “value at risk” approach (VAR)to monitor and control market risks: this approachfocuses on assessing the potential loss impact on openrisk positions measured under normal marketconditions. In addition, positions are also measured inthe event of extreme market movements (stress testing)and against nominal limits. The Group limits are setand approved accordingly. As regards interest rate risk,the Group maintains limited gapping positions, allwithin the pre-established market risk limits and

F-17

Notes to the Consolidated Financial Statements for the Year Ended December 31, 2003

parameters. The Group carries out foreign currencyoperations both for its clients and on its own account.The overall net nominal positions per currency aresubject to intraday and overnight limits. The use ofderivatives and monitoring of the related risks aresubject to the risk management policy used by EFGBank Group on a group-wide basis.

Liquidity risk

The Group’s capital and reserves position, itsconservative gapping policy when funding customerloans combined with its substantial excess fundingfrom client deposits ensure that the Group runs littleliquidity risk.

Outsourcing risk

Salary and Pension Fund administration have beenoutsourced to a specialized service company. Several ITDevelopment projects to be completed within clearlydefined timeframes have also been outsourced to localcompanies. For all such outsourced activities, detailedservice contracts, including confidentiality, bankingsecrecy and business compliance agreements, weresigned between the bank and respective companies andtheir employees.

F-18

Notes to the Consolidated Financial Statements for the Year Ended December 31, 2003

6. Information Relating to the Income Statement

(ALL FIGURES IN THOUSANDS OF CHF) 2003 2002

a) Net trading income

Foreign exchange and banknotes trading 23,458 9,478

Securities 17,135 2,672

Total 40,593 12,150

b) Personnel Expenses

Salaries and bonuses 89,219 48,294

Social security expenses 5,258 3,702

Contributions to pension plans 5,755 2,167

Other personnel expenses 7,784 2,420

Total 108,016 56,583

Pension Fund is contribution oriented, therefore expenses related to Pension Fund commitments, in application of Swiss GAAP FER no 16, are not calculated.

c) Other Operating Expenses

Premises and real estate expenses 8,763 3,938

Communication network expenses 8,802 3,560

Expenses for computer services 11,055 1,621

Fees for legal, audit and consulting services 6,340 3,750

Sundry operating expenses 16,447 9,150

Total 51,407 22,019

d) Extraordinary Income and Expenses

Extraordinary income

Release of extra and hidden reserves 11,697

Reimbursement IT Consulting contract termination costs 4,950

Liquidation dividend on financial investment provided for 3,371

Other 2,881 505

Extraordinary expenses

IT Consulting contract termination costs (4,950)

Other (2,085) (340)

Total 15,864 165

e) Analysis of Swiss and Foreign Income & Expenses from Ordinary Banking Activities

Operating income

Switzerland 145,526 63,522

Foreign 60,734 40,170

Operating expenses

Switzerland (123,508) (44,228)

Foreign (35,915) (34,374)

Gross operating profit 46,837 25,090

f) Taxes

Deferred taxes - use 2,610

Deferred taxes - recognition (380) (7,597)

Current taxes provision 6,338 3,348

Total 8,568 (4,249)

F-19

7. Collateral for LoansSECURED BY SECURED BY

(ALL FIGURES IN THOUSANDS OF CHF) MORTGAGE OTHER COLLATERAL UNSECURED TOTAL

Loans

Due from customers 1,853 1,482,101 8,352 1,492,306

Mortgages

Residential real estate 7,101 7,101

Office and business premises 939 939

Sub-total mortgage loans 8,040 8,040

Total at December 31, 2003 9,893 1,482,101 8,352 1,500,346

Total at December 31, 2002 11,008 873,919 1,784 886,711

Off-balance sheet commitments

Contingent liabilities 114,170 5,330 119,500

Irrevocable commitments 77,994 77,994

Total off-balance sheet credit commitments at December 31, 2003 - 192,164 5,330 197,494

Total at December 31, 2002 - 41,708 4,894 46,602

INDIVIDUALESTIMATED VALUATION

Which impaired loans GROSS AMOUNT VALUE OF PLEDGES NET AMOUNT ADJUSTMENT

Total at December 31, 2003 5,542 - 5,542 5,494

Total at December 31, 2002 - - - -

“Due from customers” mainly consists of lombard loans in the form of advances and fixed term loans

Off-balance sheet credit in 2003 CHF 72,178 (2002 CHF 8,458) represent credit lines for renewed bank term deposits processed after closing and mostly with a maturity shorter than 1 month

8. Securities and Precious Metals Trading Portfolios(ALL FIGURES IN THOUSANDS OF CHF) DEC. 31, 2003 DEC. 31, 2002

Listed on stock exchange 4,583 4,032

Not listed on stock exchange 3,156 6,277

Total 7,739 10,309

9. Financial InvestmentsBOOK VALUE PURCHASE VALUE FAIR VALUE

(ALL FIGURES IN THOUSANDS OF CHF) DEC. 31, 2003 DEC. 31, 2002 DEC. 31, 2003 DEC. 31, 2002 DEC. 31, 2003 DEC. 31, 2002

Debt instruments 522,400 326,917 528,617 299,125 524,407 332,000– of which valued according to the accrual method 521,885 320,505 528,062 292,324 523,892 325,588– of which valued at lower of cost or market 515 6,412 555 6,801 515 6,412

Equity instruments* 7,682 8,839 7,698

Total financial investments 530,082 326,917 537,456 299,125 532,105 332,000

– of which securities acceptable by Central Bank as collateral 33,609 1,240

The Bank does not own any investments in excess of 10% of share capital or voting rights. The Bank has no outstanding securities lending(borrowing) as at December 31, 2003 and as at December 31, 2002.

*which CHF 6,612 for a financial investment completely provided for.

Notes to the Consolidated Financial Statements for the Year Ended December 31, 2003

F-20

Notes to the Consolidated Financial Statements for the Year Ended December 31, 2003

10. Non-Consolidated Participations

NET BOOK ADDITIONS COMING NET BOOKVALUE AT FROM MERGES AS CURRENCY VALUE AT

(ALL FIGURES IN THOUSANDS OF CHF) COST DEC. 31, 2002 AT JAN. 1, 2003 ADDITIONS DISPOSALS AMORTIZATION DIFFERENCES DEC. 31, 2003

Non-consolidated participations 886 886 290 1,176

Total 886 886 290 - - - - 1,176

11. Tangible Fixed Assets and Intangible AssetsNET BOOK NET BOOK

ACQUISITION ACCUMULATED VALUE AS AT ALLOCATION VALUE AS AT(ALL FIGURES IN THOUSANDS OF CHF) COSTS DEPRECIATION DEC. 31, 2002 CHANGES ACQUISITIONS DISPOSALS DEPRECIATION DEC. 31, 2003

Tangible fixed assets 15,102 (7,193) 7,909 35,643 (226) (8,170) 35,156

Tangible fixed assets coming frommergers as at Jan. 1, 2003 12,785 (7,587) 5,197 5,197

Total tangible fixed assets 27,887 (14,780) 13,106 - 35,643 (226) (8,170) 40,353

Goodwill 23,600 (9,800) 13,800 (3,150) 10,650

Other Intangible assets 2,641 (2,641) - 80,700 - (8,070) 72,630

Total intangible assets 26,241 (12,441) 13,800 - 80,700 - (11,220) 83,280

Fire insurance value of tangible fixed assets 9,287 21,542

12. Other Assets and Other liabilities DEC. 31, 2003 DEC. 31, 2002

OTHER OTHER OTHER OTHER(ALL FIGURES IN THOUSANDS OF CHF) ASSETS LIABILITIES ASSETS LIABILITIES

Remplacement values of the derivatives financial instruments

Contracts as principal

- Trading portfolio 91,714 83,059 27,181 26,163

- Balance sheet items 19,089 3,879 7,202 3,376

Contracts as commission agent - - - -

Total remplacement values of the derivatives financial instruments 110,803 86,938 34,383 29,539

Netting account 2,550 5,428

Indirect taxes 7,005 2,212 8,171 648

Other 3,497 4,142 1,304 505

Total 123,855 93,292 49,286 30,692

13. Commitments Arising from Operating Leases not Capitalised in the Balance Sheet

As at December 31, 2003, the Bank had for CHF 242 as commitments arising from operating leases no capitalised in the Balance Sheet.

14. Assets Pledged or Assigned and Assets Subject to Reservation on Ownership

BOOK VALUE

DEC. 31, 2003 DEC. 31, 2002ACTUAL AMOUNT ACTUAL AMOUNT

OF RELATED OF RELATED(ALL FIGURES IN THOUSANDS OF CHF) LIABILITIES LIABILITIES

Balance sheet positions

Money market papers 10,863 12,223

Due from banks 8,062 70

Financial investments 49,989 1,240

Total 68,914 13,533

Mainly represents assets subjet to ownership reservation guarantying nostro commitments and revocable at own discretion.

F-21

Notes to the Consolidated Financial Statements for the Year Ended December 31, 2003

15. Debenture Bonds in Circulation WEIGHTED AVERAGE AMOUNT AS AT

(ALL FIGURES IN THOUSANDS OF CHF) INTEREST RATE DUE DATES DEC. 31, 2003

Issuer

EFG Private Bank SA, Zurich (head office)

- subordinated loans 2.22% 2009 15,000

- subordinated loans 2.22% 2011 15,000

EFG Private Bank SA, Guernsey Branch - Guernsey

- subordinated loan 3.15% 2013 155,940

EFG Private Bank SA, Hong Kong Branch - Hong Kong

- perpetual subordinated loans 3.51% perpetual 50,000

Total 235,940

UNTIL MORE THAN5 YEARS 5 YEARS TOTAL

Issuer

EFG Private Bank SA, Zurich (head office) 30,000 30,000

EFG Private Bank SA, Guernsey Branch - Guernsey 155,940 155,940

EFG Private Bank SA, Hong Kong Branch - Hong Kong 50,000 50,000

Total 235,940 235,940

F-22

Notes to the Consolidated Financial Statements for the Year Ended December 31, 2003

16. Valuation Adjustments Fluctuations, Reserves for Credit Risks and Provisions or Reserves for General Banking Risks and Statements of Changes Thereof During the Financial Year

ADDITIONS RECOVERIES, NEW PROVISIONCOMING FROM DOUBTFUL INTE- CHARGED TO REVERSAL TO

BALANCE AT MERGERS AS SPECIFIC REST, CURRENCY INCOME INCOME BALANCE AT(ALL FIGURES IN THOUSANDS OF CHF) DEC. 31, 2002 AT JAN. 1, 2003 USAGE DIFFERENCES STATEMENT STATEMENT DEC. 31, 2003

Valuation adjustments and provisionsfor credit and country risks 75 5,293 (65) 276 (15) 5,564

Provisions for deferred taxes 1,658 380 2,038

Other provisions 127 67,996 (126) (103) 1,908* (10,149) 59,653

Total valuation adjustments and provisions 1,860 73,289 (191) (103) 2,564 (10,164) 67,255

Reserve for general banking risks 400 400

*of which CHF 1,000 recorded as a debit to trading income.

17. Statement of Changes in Shareholders' EquityNON RESERVE FOR TOTAL

VOTING VOTING CAPITAL PROFIT GENERAL NET SHAREHOLDERS'(ALL FIGURES IN THOUSANDS OF CHF) SHARES SHARES RESERVE RESERVE BANKING RISKS PROFIT EQUITY

Total shareholder's equity ats at 1 Jan 2003 52,200 2,800 41,000 25,460 400 23,325 145,185

Transfer of reserves 23,325 (23,325)

Foreign currency translation impact 2,038 2,038

Capital increase 1,410 1,410

Share premium 26,090 26,090

Release for general banking risks

Net profit 33,167 33,167

Total shareholder,s equity as at 31 Dec 2003 53,610 2,800 67,090 50,823 400 33,167 207,890

DEC. 31, 2003 DEC. 31, 2002PARTICIPATION PARTICIPATION

SIGNIFICANT SHAREHOLDERS NOMINAL IN % NOMINAL IN %

EFG Bank European Financial Group, Geneva (owned by Latsis family's interests) 35,739 66.7% 35,757 68.5%

Mr Jean Pierre Cuoni 4,176 7.8% 4,230 8.1%

Mr Lawrence D. Howell 4,176 7.8% 4,230 8.1%

Others Directors, Management members and other shareholders 9,519 17.7% 7,983 15.3%

Total 53,610 100.0% 52,200 100.0%

F-23

Notes to the Consolidated Financial Statements for the Year Ended December 31, 2003

18. Maturity Structure of Current Assets, Financial Investments and Third Party Liabilities

DUE DUE WITHIN DUE WITHIN DUEREDEEMABLE WITHIN 3 TO 12 1 TO 5 AFTER 5 SUBORDINATED

(ALL FIGURES IN THOUSANDS OF CHF) AT SIGHT BY NOTICE 3 MONTHS MONTHS YEARS YEARS DEBT TOTAL

Current assets and financial investments

Cash and other liquid assets 44,967 44,967

Money market papers 154 10,863 1,598 12,615

Due from banks 320,936 569,344 720 891,000

Due from customers 444,431 774,727 264,050 9,099 1,492,306

Mortgages 939 2,151 4,950 8,040

Securities and precious metals trading portfolios 7,739 7,739

Financial investments 57 71,980 25,574 432,471 530,082

Total current assets and financial investments at December 31, 2003 373,853 445,370 1,426,914 294,094 446,519 - - 2,986,750

December 31, 2002 74,378 75,843 1,149,667 237,803 320,577 - - 1,858,268

Borrowed funds

Money market papers issued 139 139

Due to banks 37,539 82,798 27,108 8,057 180,940 336,441

Due to customers in savings or investments deposits 122 122

Due to customers, others 1,400,560 35,102 978,480 59,576 55,000 2,528,718

Total borrowed funds at December 31, 2003 1,438,239 118,021 1,005,587 67,633 - - 235,940 2,865,420

December 31, 2002 319,423 186,996 1,052,004 111,848 - - 75,000 1,745,271

19. Receivable and Payable to Associated Companies and Credit Facilities Granted to Members of EFG Private Bank Board of Directors(ALL FIGURES IN THOUSANDS OF CHF) DEC. 31, 2003 DEC. 31, 2002

Receivable from associated companies 35,942 175,108

Due to associated companies 153,275 135,068

Credits to members of the Board of Directors, executives directors 15,822 15,456

F-24

Notes to the Consolidated Financial Statements for the Year Ended December 31, 2003

20. Analysis of Swiss & Foreign Assets, Liabilities and Shareholders’ FundsDEC. 31, 2003 DEC. 31, 2002

(ALL FIGURES IN THOUSANDS OF CHF) SWITZERLAND FOREIGN TOTAL SWITZERLAND FOREIGN TOTAL

Assets

Cash and other liquid assets 44,195 772 44,967 10,625 79 10,704

Money market papers 5,403 7,212 12,615 5,309 8,974 14,283

Due from banks 121,790 769,210 891,000 103,090 506,254 609,344

Due from customers 179,630 1,312,676 1,492,306 68,158 807,891 876,049

Mortgages 7,101 939 8,040 3,110 7,552 10,662

Securities and precious metals trading portfolios 4,628 3,112 7,739 10,309 10,309

Financial investments 57,627 472,455 530,082 1,292 325,625 326,917

Non-consolidated participations 290 886 1,176 886 886

Tangible fixed assets 36,344 4,009 40,353 4,894 3,015 7,909

Intangible assets 82,347 933 83,280 13,800 13,800

Accrued income and prepaid expenses 22,994 23,434 46,428 4,287 13,840 18,127

Other assets 72,161 51,694 123,855 17,146 32,140 49,286

Total 634,510 2,647,333 3,281,843 231,711 1,716,565 1,948,276

Liabilities and shareholders’ equity

Money market papers issued 139 139 124 124

Due to banks 36,044 300,397 336,441 96,501 243,122 339,623

Due to customers in saving and investment deposits 97 25 122 20 26 46

Due to customers, other 542,581 1,986,137 2,528,718 46,490 1,358,988 1,405,478

Accrued expenses and deferred income 35,996 11,990 47,986 16,887 8,381 25,268

Other liabilities 65,289 28,003 93,292 16,879 13,813 30,692

Valuation adjustments and provisions 63,868 3,387 67,255 1,291 569 1,860

Reserve for general banking risks 400 400 400 400

Share capital 56,410 56,410 55,000 55,000

Capital reserve 67,090 67,090 41,000 41,000

Profit reserve 50,823 50,823 25,460 25,460

Net profit 26,622 6,545 33,167 (13,059) 36,384 23,325

Total 945,359 2,336,484 3,281,843 286,993 1,661,283 1,948,276

21. Assets by Country and Group of CountriesDEC. 31, 2003 DEC. 31, 2002

(ALL FIGURES IN THOUSANDS OF CHF) % %

Assets

Switzerland 634,510 19.3 231,711 11.9

United Kingdom 198,776 6.1 186,928 9.6

Greece 40,518 1.2 22,583 1.2

Luxembourg 102,808 3.1 186,217 9.6

Europe (Other) 744,601 22.7 283,001 14.5

United States & Canada 232,793 7.1 191,723 9.8

Latin America & Caribbean 394,972 12.0 237,117 12.2

Africa & Middle East 57,529 1.8 28,695 1.5

Asia & Oceania 875,337 26.7 580,301 29.8

Total 3,281,843 100.0 1,948,276 100.0

This analysis is based on the client’s place of residence and not necessarily on the domicile of the credit risk, except for mortgages which are classified according to the location of the property.

F-25

Notes to the Consolidated Financial Statements for the Year Ended December 31, 2003

22. Balance Sheet by CurrencyOTHER

(ALL FIGURES IN THOUSANDS OF CHF) CHF USD CURRENCIES TOTAL

Assets

Cash and other liquid assets 42,642 144 2,181 44,967

Money market papers 5,249 5,614 1,752 12,615

Due from banks 69,950 551,093 269,957 891,000

Due from customers 226,149 705,316 560,841 1,492,306

Mortgages 8,040 8,040

Securities & precious metals trading portfolio 3,561 1,139 3,039 7,739

Financial investments 41,163 264,819 224,100 530,082

Non-consolidated participations 290 729 157 1,176

Tangible fixed assets 36,344 232 3,777 40,353

Intangible assets 83,280 83,280

Accrued income and prepaid expenses 22,495 16,585 7,348 46,428

Other assets 49,993 30,025 43,837 123,855

Total assets at December 31, 2003 589,156 1,575,696 1,116,990 3,281,843

December 31, 2002 230,458 1,099,349 618,469 1,948,276

Forward and options forex positions receivable 804,782 3,171,370 3,621,090 7,597,242

Total long currency positions at December 31, 2003 1,393,938 4,747,066 4,738,080 10,879,085

December 31, 2002 600,588 1,758,618 1,545,340 3,904,546

Liabilities and shareholders’ equity

Money market papers issued 61 41 37 139

Due to banks 45,300 97,266 193,875 336,441

Due to customers in saving and investment deposits 104 12 6 122

Due to customers, other 363,017 1,310,110 855,590 2,528,718

Accrued expenses and deferred income 34,804 4,450 8,732 47,986

Other liabilities 46,849 19,720 26,723 93,292

Valuation adjustments and provisions 63,868 3,387 67,255

Reserve for general banking risks 400 400

Share capital 56,410 56,410

Capital reserve 67,090 67,090

Profit reserve 50,823 50,823

Net profit 26,622 3,175 3,370 33,167

Total liabilities and shareholders’ equity at December 31, 2003 755,349 1,434,775 1,091,720 3,281,843

December 31, 2002 294,213 1,194,198 459,865 1,948,276

Forward and options forex positions payable 648,640 3,333,548 3,608,274 7,590,462

Total short currency positions at December 31, 2003 1,403,989 4,768,322 4,699,993 10,872,305

December 31, 2002 613,338 1,779,200 1,514,389 3,906,927

Net currency positions at December 31, 2003 (10,051) (21,256) 38,087 6,780

December 31, 2002 (12,750) (20,582) 30,951 (2,381)

F-26

Notes to the Consolidated Financial Statements for the Year Ended December 31, 2003

23. Assets under Management

(IN CHF MILLION) DEC. 31, 2003

Character of client assets

Assets in own administrated funds 686

Assets with administrations' mandate 1,634

Other clients assets 14,064

Total client assets (incl. double counts) 16,384

Thereof double counts 535

Loans 1,500

Other client funds generating revenues 2,188

Total client funds generating revenues 20,072

F-27

Unconsolidated Interim Balance Sheet of the Bank (unaudited)as at 30th June, 2004

30th 31stJune, December,2004 2003

11112 11112

(CHF thousands)AssetsCash and other liquid assets .................................................................................... 2,423 44,684Money market papers .............................................................................................. 14,607 12,615Due from banks ...................................................................................................... 982,088 880,929Due from customers ................................................................................................ 1,569,072 1,492,006Mortgages ................................................................................................................ 7,819 8,040Securities and precious metals trading portfolios .................................................. 8,437 4,284Financial investments .............................................................................................. 517,223 497,095Investments in subsidiaries...................................................................................... 40,056 39,558Tangible fixed assets and intangible assets ............................................................ 129,789 122,207Accrued income and prepaid expenses .................................................................. 47,109 40,896Other assets.............................................................................................................. 131,852 118,259

11112 11112

Total assets ............................................................................................................ 3,450,476 3,260,57311112 11112

LiabilitiesMoney market papers issued .................................................................................. 149 139Due to banks............................................................................................................ 301,701 328,711Due to customers in savings and investment deposits............................................ 89 122Due to customers, other .......................................................................................... 2,723,660 2,525,526Accrued expenses and deferred income.................................................................. 26,255 42,056Other liabilities ........................................................................................................ 108,420 92,135Valuation adjustments and provisions .................................................................... 56,693 64,218

11112 11112

Total liabilities........................................................................................................ 3,216,967 3,052,90711112 11112

Shareholders’ EquityReserve for general banking risks .......................................................................... 400 400Share capital ............................................................................................................ 56,410 56,410General legal reserve .............................................................................................. 70,000 67,090Free reserves............................................................................................................ 88,412 43,000Retained earnings .................................................................................................... 856 722Net profit ................................................................................................................ 17,431 40,044

11112 11112

Total shareholders’ equity .................................................................................... 233,509 207,66611112 11112

Total liabilities and shareholders’ equity ............................................................ 3,450,476 3,260,57311112 11112

Notes

(1) As published in the Feuille officielle suisse du commerce (Swiss official commercial gazette)

F-28

Unconsolidated Income Statement of the Bank (audited)for the six months ended 30th June, 2004

Six Sixmonths months

30th June, 30th June,2004 2003

11112 11112

(CHF thousands)Operating Income and ExpensesInterest & discount income .................................................................................... 26,922 24,878Interest & dividend income on trading portfolios .................................................. (2) 1,077Interest & dividend income from financial investments ........................................ 8,489 6,770Interest expenses...................................................................................................... (15,616) (14,437)

11112 11112

Net interest income ................................................................................................ 19,793 18,28811112 11112

Commission income from lending activities .......................................................... 440 4,011Commission income from securities and investment activities.............................. 79,114 45,417Commission income from other services................................................................ 5,805 5,911Commission expenses ............................................................................................ (23,620) (8,723)

11112 11112

Net commission income and service fee income ................................................ 61,739 46,61611112 11112

Net trading income ................................................................................................ 16,507 20,99211112 11112

Income from the sale of financial investments ...................................................... 0 (8)Sundry ordinary income .......................................................................................... 1,224 14,541Sundry ordinary expenses ...................................................................................... (140) 51

11112 11112

Other ordinary income/(expenses), net .............................................................. 1,084 14,58411112 11112

Operating income .................................................................................................. 99,123 100,48011112 11112

Personnel expenses.................................................................................................. (46,021) (42,735)Other operating expenses ........................................................................................ (17,798) (26,437)

11112 11112

Operating expenses................................................................................................ (63,819) (69,172)11112 11112

Gross operating profit .......................................................................................... 35,304 31,30811112 11112

Depreciation of capitalised assets .......................................................................... (13,968) (14,382)Valuation adjustments, provisions and losses ........................................................ (592) (980)

11112 11112

Depreciation, valuation adjustments, provisions and losses .................................. (14,560) (15,362)11112 11112

Profit before extraordinary items and taxes ...................................................... 20,744 15,94611112 11112

Extraordinary income .............................................................................................. 1,864 17,368Extraordinary expenses .......................................................................................... (1,373) (6,315)

11112 11112

Profit before taxes ................................................................................................ 21,235 26,99911112 11112

Taxes........................................................................................................................ (3,804) (2,264)11112 11112

Net Profit ................................................................................................................ 17,431 24,73511112 11112

Notes

(1) As published in the Feuille officielle suisse du commerce (Swiss official commercial gazette)

F-29

HEAD OFFICE OF THE BANK

EFG Private Bank SABahnhofstrasse 16

P.O. Box 2255 8001 ZurichSwitzerland

HEAD OFFICE OF EFG FINANCE

EFG Finance (Guernsey) LimitedEFG House

St. Julian’s AvenueSt. Peter Port

GuernseyGY1 4NN

FIDUCIARY

Banque de Luxembourg14, boulevard RoyalL-2449 Luxembourg

FISCAL AGENT AND PRINCIPAL PAYING AGENT

The Bank of New YorkOne Canada SquareLondon E14 5AL

CALCULATION AGENT

The Bank of New YorkOne Canada SquareLondon E14 5AL

LUXEMBOURG PAYING AGENT

LEGAL AND TAX ADVISERS

To the Bank as to Swiss tax law

Python Schifferli Peter & Partners3, rue Bellot

CH-1206 Geneva

To the Bank as to Guernsey law

OzannesP.O. Box 1861

Le Marchant StreetSt. Peter Port

GuernseyGY1 4HP

To the Bank as to Swiss law

Niederer Kraft & FreyBahnhofstrasse 13

8001 Zurich

The Bank of New York (Luxembourg) S.A.Aerogolf Centre1A, Hoehenhof

L-1736 SenningerbergLuxembourg

To the Fiduciary as to Luxembourg Law

Elvinger, Hoss & Prussen2, Place Winston Churchill

L-1340 Luxembourg

AUDITORS TO THE BANK AND EFG FINANCE

PricewaterhouseCoopersAvenue Giuseppe – Motta 50

CP 28951211 Geneva

LISTING AGENT

The Bank of New York Europe LimitedOne Canada SquareLondon E14 5AL

To the Managers as to Luxembourg law

Allen & Overy Luxembourg58, rue Charles MartelL-2134 Luxembourg

To the Managers

Allen & Overy LLPOne New Change

London EC4M 9QQ

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