ELVAL Hellenic Aluminium Industry : 10/12/2015 Terms of Cross-Border Merger

CONTEXT

These common draft terms of cross-border merger (the Merger Terms) have been prepared jointly by the board of directors of the companies Viohalco SA, Elval Holdings Société Anonyme, Diatour, Management and Tourism Société Anonyme, Alcomet SA Copper and Aluminium, Société Anonyme and Eufina SA in accordance with article 772/6 of the Belgian Companies Code (the BCC), the Greek Law 3777/2009 in conjunction with articles 68, §2 and 69 to 77a of the Greek Codified Law 2190/1920 and articles 261 to 276 of the Luxembourg law of 10 August 1915, as amended, relating to commercial companies (the Luxembourg Law).1

These Merger Terms are made in the context of a transaction whereby it is contemplated that Viohalco SA, a limited liability company (société anonyme / naamloze vennootschap) incorporated under Belgian law (hereinafter referred to as Viohalco or the Absorbing Company), will absorb by way of a cross-border merger (the Cross- Border Merger or the Transaction):

Elval Holdings Société 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 000340401000 (hereinafter referred to as Elval);

1 The Belgian, Greek and Luxembourg legislations relating to cross-border mergers implemented the Directive 2005/56/EC of 26 October 2005 on cross-border mergers.

Diatour, Management and Tourism Société 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 001400401000 (hereinafter referred to as Diatour);

Alcomet SA Copper and Aluminium, Société 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 003577201000 (hereinafter referred to as Alcomet); and

Eufina SA, a limited liability company (société anonyme) incorporated under Luxembourg law, with registered office at Rue Adolphe 4, L-1116 Luxembourg, Grand-Duchy of Luxembourg and registered with the Luxembourg Trade and Companies' Register under number Β 68.478 (hereinafter referred to as Eufina, and together with Elval, Diatour and Alcomet hereinafter collectively referred to as the Absorbed Companies).

PROCEDURE AND EFFECTIVE DATE

These Merger Terms will be submitted to the respective shareholders' meetings of the Absorbing Company and the Absorbed Companies (together, the Merging Companies) for their approval pursuant to article 772/11 of the BCC, article 7 of the Greek Law 3777/2009 in conjunction with article 72 of the Greek Codified Law 2190/1920 and article 263 of the Luxembourg Law, and the respective provisions of the articles of association of the Merging Companies.

The boards of directors of the Absorbing Company and the Absorbed Companies shall provide all information which is required pursuant to applicable legal and statutory provisions and do all that is necessary to complete the Cross-Border Merger in accordance with the conditions and terms of these Merger Terms.

The Cross-Border Merger will take effect on the date on which the designated notary in Belgium competent to scrutinise the legality of the Cross-Border Merger (i) shall have received from the Greek Ministry of Economy, Development & Tourism and from the designated notary in Luxembourg the certificates conclusively attesting the proper completion of the relevant pre-merger acts and formalities under Greek law and Luxembourg law (as relevant) (the Pre-Merger Certificates), and (ii) further to the receipt of such Pre-Merger Certificates, shall have certified that the Cross-Border Merger is completed.

These Merger Terms will be filed in each of the three countries involved, as follows:

in Belgium, in accordance with article 772/7 of the BCC, the Merger Terms will be filed with the registry of the Commercial Court of Brussels and published in the Annexes to the Belgian State Gazette at least six weeks before a decision on the proposed Cross-Border Merger can be taken at the respective shareholders' meetings of the Absorbing Company and the Absorbed Companies.

in Greece, in accordance with article 4 of the Greek Law 3777/2009, the Merger Terms will be filed with the General Commercial Registry (G.E.M.I.) of the Ministry of Economy, Development & Tourism in Greece at least one month before a decision on the proposed Cross-Border Merger can be taken at the shareholders' meeting of Elval, Diatour and Alcomet and such filing will be published on the website of G.E.MI in accordance with Greek law.

in Luxembourg, in accordance with article 262 of the Luxembourg Law, these Merger Terms will be filed with the Luxembourg Trade and Companies' Register and published in the Memorial C, Recueil des Sociétés et Associations at least one month before a decision on the proposed Cross-Border Merger can be taken at the extraordinary shareholders' meeting of Eufina.

EFFECT OF THE CROSS-BORDER MERGER

As a result of the Cross-Border Merger, the Absorbing Company shall acquire all assets and liabilities of the Absorbed Companies by way of a universal transfer and will substitute automatically the Absorbed Companies in all their legal rights and obligations. The Absorbed Companies will be dissolved without liquidation.

The Absorbing Company has a Greek branch under the trade name 'Viohalco SA Greek Branch', with registered seat at 16 Chimaras str., Maroussi, Attica, Greece, registered in the General Commercial Registry (G.E.M.I.) of the Athens Chamber of Commerce and Industry under number 126701201001 (the Greek Branch). Concomitantly to the Cross-Border Merger becoming effective, Viohalco shall allocate all assets (including all shareholdings held by the Absorbed Companies) and liabilities of the Absorbed

Companies, except for those of Eufina, to the Greek Branch, in accordance with articles 1, 4 and 5 of the Greek Law 2578/1998.

IDENTIFICATION OF THE MERGING COMPANIES

Viohalco is a limited liability company (société anonyme / naamloze vennootschap) incorporated under Belgian law, and listed on Euronext (primary listing) and the Athex (secondary listing), with registered office at avenue Marnix 30, 1000 Brussels and registered in the Crossroads Bank for Enterprises under number 534.941.439 RPM (Brussels).

According to article 2 of the articles of association of Viohalco, Viohalco's corporate purpose is as follows:

«2.1 The corporate purpose of the company is:

to hold participations in any companies or entities, whether Belgian or foreign, to acquire by purchase, subscription or in any other manner and transfer by sale, exchange or otherwise, such participations, and to manage such participations; and

to finance any companies or entities in which it holds a participation, including through the granting of loans, security interests, guarantees or by any other way.

2.2. The Company may carry out any commercial, industrial, financial, real estate or intellectual property transactions, make any investment, acquisition or disposal, or perform any other activity, that it deems useful for the achievement of this purpose, in Belgium and in any other country. »