Hellenic Cables S A : October 24, 2016Comments of BoD for the Shareholders Meeting of 25.11.2016

HELLENIC CABLES S.A. HOLDINGS SOCIETE ANONYME

2-4 Mesogeion Ave.

Pyrgos Athinon, Building B 11527 Athens (Greece)

G.E.M.I.: 000281701000

REPORT OF THE BOARD OF DIRECTORS

1. PRELIMINARY STATEMENTS

   The board of directors of Hellenic Cables S.A. Holdings Societe Anonyme prepared this report (the Report) in light of a proposed transaction whereby it is contemplated that Cenergy Holdings S.A. (the Absorbing Company) a limited liability company incorporated under Belgian law, with registered seat in Brussels, avenue Marnix 30, 1000 and registered in the Crossroads Bank for Enterprises under number 0649.991.654 RLE (Brussels) will absorb the following entities by way of a cross-border merger (the Transaction or Cross-Border Merger):

2. Corinth Pipeworks Holdings S.A., a limited liability company by shares (Ανώνυμος Εταιρία) incorporated under Greek law, with registered office at 2-4 Mesogeion Ave., Pyrgos Athinon, Building B, 11527 Athens, Greece and registered in the General Commercial Registry (G.E.M.I.) under number 000264701000 (Corinth Pipeworks S.A.);

3. Hellenic Cables S.A. Holdings Societe Anonyme, a limited liability company by shares (Ανώνυμος Εταιρία) incorporated under Greek law, with registered office at 2-4 Mesogeion Ave., Pyrgos Athinon, Building B, 11527 Athens, Greece and registered in the General Commercial Registry (G.E.M.I.) under number 000281701000 (hereinafter referred to as Company and together with the Company the Absorbed Companies).

The Absorbing Company is a holding company and a member of a group of companies (the Viohalco Group) engaged in the sectors of steel, copper and aluminium production, processing and trade and controlled by Viohalco SA (Viohalco), a Belgian company listed on Euronext Brussels (Euronext) and the Athens Stock Exchange (the Athex). The Absorbing Company is not listed on any stock exchange as at the date of these Merger Terms. It is intended that all shares of the Absorbing Company currently outstanding will be admitted to listing on Euronext and the Athex prior to the shareholders' meetings approving the Cross-Border Merger. All new shares which will be issued in the context of the Cross-Border Merger (together with the shares currently outstanding, the Shares) will be admitted to listing on Euronext and the Athex after completion of the Cross-Border Merger.

Corinth Pipeworks S.A. is a direct subsidiary of Viohalco and the holding company of the Corinth Pipeworks group of companies which is a world class manufacturer of high quality steel pipes used to transport oil, gas and water, to carry CO2 and slurry, and is also involved in the construction sector. Its shares are listed on the Athex.

The Company is an indirect subsidiary of Viohalco and the holding company of the Hellenic Cables group of companies, which is engaged in the production and marketing of power and telecommunications cables from low voltage up to extra-high voltage and undertakes the implementation of projects for cable systems' supply and installation. Its shares are also listed on the Athex.

This Report has been prepared pursuant to article 5 of law 3777/2009. The Cross-Border Merger has been presented in the common draft terms of the cross-border merger dated 26/9/2016 as prepared by the respective boards of directors of the Absorbing Company and each of the Absorbed Companies (the Merging Companies). The Merger Terms are attached to this Report as Schedule 1.

4. REPORT BY THE COMMON EXPERT

   As permitted by the applicable Belgian and Greek legislations, the Merging Companies elected to seek the appointment of a common expert to provide the report required by article 772/9, §1 of the BCC and article 6 of the Greek Law 3777/2009 for each of the Merging Companies.

   To that end, the Merging Companies have applied to have the Belgian audit firm Mazars Advisory Services BVBA appointed by the President of the French-speaking Tribunal of Commerce of Brussels in accordance with article 772/9, §2 of the BCC and article 6 of the Greek Law 3777/2009. This appointment was granted pursuant to an ordinance of the President of the French-speaking Tribunal of Commerce of Brussels dated 14 September 2016. The board of directors of the Company approved the preparatory actions for the designation of Mazars Advisory Services BVBA as common expert on 23 September 2016.

   On 13 October 2016, Mazars Advisory Services BVBA rendered its report on the Merger Terms as required by article 6 of the Greek Law 3777/2009 and article 772/9, §1 of the BCC.

   The conclusions of such report read as follows:

   "In accordance with the terms of our engagement letter dated 5 September 2016, we have performed the agreed upon procedures in order to issue present "fairness" opinion - a declaration with regard to the reasonableness and relevance - on the share exchange ratios ("Ratios") and an opinion on the appropriateness of the valuation methodologies ("Methodologies") adopted by the Board of Directors ("Board(s)") in relation to the intended cross-border merger ("Cross-Border Merger") of the following entities:

   • Cenergy Holdings SA , a limited liability company incorporated under the laws of Belgium, with registered office at 30 Marnixlaan, B-1000 Brussels and having the registration number BE 0649.991.654, acting as absorbing entity in the merger (the "Absorbing Company" or "Cenergy");

   • Corinth Pipeworks Holdings S.A. ("Corinth Pipeworks"), a limited liability company by shares incorporated under Greek law, with registered office at 2-4 Mesogeion, Pyrgos Athinon, 11527 Athens, Greece and registered in the General Commercial Registry under number 000264701000, acting as absorbed entity;

   • Hellenic Cables S.A. Holdings Société Anonyme ("Hellenic Cables"), a limited liability company by shares incorporated under Greek law, with registered office at 2-4 Mesogeion, Pyrgos Athinon, 11527 Athens, Greece and registered in the General Commercial Registry under number 000281701000, acting as absorbed entity.

     We have prepared present report as the Common Expert, appointed by the President of the Commercial Court of Brussels in connection with the planned Cross-Border Merger in accordance with article 772/9 of the Belgian Company Code ("BCC"), article 68 §2 and 69- 77a of the Codified Greek Law 2190/1920 and article 6 of the Greek Law 3777/2009 ("G- Laws"). This report is solely for use in connection with these articles.

   • Cenergy is a holding entity that has been incorporated as of 17 March 2016. Its interim statement of financial position as per 31 July 2016 primarily consists of cash & cash

     equivalents. For the purpose of the valuation and the determination of the Ratios, the Board has considered the Net Asset Value as most appropriate.

   • Corinth Pipeworks is a holding entity with a major participation in CPW Pipe Industry (Thisvi plant) and some investments in less significant in size companies. The valuation of this entity has been determined by the Board through application of a weighting of 60% to the Adjusted Net Asset Value and 40% of the Stock Market Value.

   • Hellenic Cables is a holding entity with major participations in Hellenic Cables Industry, Fulgor SA (through Hellenic Cable Industry) and Icme Ecab SA and some investments in less significant in size companies. The valuation of this entity has been determined by the Board through application of a weighting of 60% to the Adjusted Net Asset Value and 40% of the Stock Market Value.

     By its nature, the DCF method is based on projections, business plans and estimations. Inherently, we cannot guarantee the realization of such projections, business plans and estimations. Based on our procedures, these projections and estimations have been rationally established and appropriately documented and do not present material inconsistencies with the other information we have obtained. Application of other projections, business plans and estimations would lead to other values and consequently other share exchange ratios.

     At the shareholders' meeting of the Absorbing Company which shall approve the Cross-Border Merger or at any other shareholders' meeting to be held before such meeting, it is intended that with effect immediately prior to the Listing Date, the Shares will be split by a factor of 44.

     On the basis of the values of the Merging Companies set by the Board and after the stock split, the proposed share exchange ratios between the Absorbing Company and each of the Absorbed Companies are set as follows:

     Share exchange ratio

     Transaction date

     Corinth Pipeworks 1,0000

     Hellenic Cables 0,447906797228002

     The above signifies that the shareholders of Corinth Pipeworks will receive, for each share they have and will exchange, one new share issued by Cenergy. The shareholders of Hellenic Cables shall receive for each 0,447906797228002 part of each existing share a new share issued by Cenergy. Since the exchange ratio set in respect of Hellenic Cables does not allow to issue a whole number of new shares to each one of the former shareholders of Hellenic Cables in exchange for their shares, such shareholders will receive a number of new shares that is equal to the number of shares they hold in Hellenic Cables, divided by 0,447906797228002, and rounded down to the closest whole number.

     For accounting purposes, all transactions of Corinth Pipeworks and Hellenic Cables will be deemed to be taken for the account of Cenergy as from 1 August 2016.

     In conclusion of our work performed in accordance with the relevant applicable regulations in Belgium, as described above in our report, we hereby confirm that in our opinion, considering the above:

   • The Ratios between the shares of the Absorbed Companies and the Absorbing Company are fair and reasonable;

   • The valuation methods used and the relative weight assigned to the respective methods are appropriate for the proposed Cross-Border Merger and consistent with previous mergers in the Viohalco Group;

   • No difficulties have arisen with respect to the Valuations;

   • Following the valuation methodology, the Boards decided to fix the value of Cenergy at

     € 52.302,4038593608; the value of Corinth Pipeworks at € 240.000.000 and the value of Hellenic Cables at € 127.500.001,389222. These values are within the range of values determined.

     The Common Draft Terms of the Cross-Border Merger dated 26 September 2016 contain, in our understanding, the information as required by Law.

     We are not aware of any event occurring after the date on which the Common Draft Terms of the Cross-Border Merger were approved, that may have an influence on the Ratios. "

5. DATE OF ACCOUNTS USED TO DEFINE THE CONDITIONS OF THE CROSS-BORDER MERGER

   The conditions of the Cross-Border Merger have been defined on the basis of the interim financial statements of the Merging Companies as at 31 July 2016 which are attached as annex 3 to the Merger Terms (the Merger Terms being attached to this Report as Schedule 1).

6. LEGAL AND ECONOMIC ASPECTS OF THE CROSS-BORDER MERGER

1. Rationale of the Transaction

   The Board of Directors believes that the Transaction will enable the Absorbed Companies to group their financial leverage and business outreach, thus providing to the underlying industrial companies solid sponsorship and reliable reference when bidding for demanding international projects or seeking access to restricted international financing. As a listed company, both in Brussels and Athens, the Absorbing Company will present the international investor community with an opportunity to invest in a promising business sector under conditions of increased visibility and scrutiny. The ability of the Absorbing Company to access the international financial markets will help consolidate the underlying industrial Greek companies' achievements and secure long-term employment for their highly qualified workforce. The Board of Directors also believes that the Transaction will help enhance the competitiveness and confirm the development and investment prospects of the Absorbed Companies.

2. Terms of the Cross-Border Merger

(a) Consequences of the Cross-Border Merger

The Transaction constitutes a cross-border merger by absorption under article 772/1 and following of the BCC and Greek Law 3777/2009, whereby all assets and liabilities of the Absorbed Companies will be transferred to the Absorbing Company, following the dissolution without liquidation of the Absorbed Companies.

The Absorbing Company has a Greek branch under the trade name "Cenergy Holdings Greek Branch", with registered seat at 2-4 Mesogeion Ave., Pyrgos Athinon, Building B, 11527, Athens, Greece, registered in the General Commercial Registry (G.E.M.I.) of the Athens Chamber of Commerce and Industry under no. 140011601001 (the Greek Branch). Concomitantly to the Cross-Border Merger becoming effective, the Absorbing Company shall allocate the assets and liabilities of the Absorbed Companies to the Greek Branch in accordance with articles 1, 4 and 5 of the Greek Law 2578/1998.