Elval : 21/12/2015 Amendment to Terms of Cross-Border Merger

KM_C224e-20151221104308

VJOHALCO SA

Avenue Mamix 30

I 000 Brussels (Belgi um) 534.941 .439 RPM (Brussels)

ELVAL HOLDINGS SOCIETE ANONYME

2-4 Mesogeion Ave.

Pyrgos Athinon, Build ing B 1 1527 Athens (Greece)

G.E.M.I.: 000340401000

DIATOUR, MANAGEMENT AND TOURISM SOCIETE ANONYME

2-4 Mesogeion Ave.

Pyrgos Athinon, Building B 1 1527 Athens (Greece)

G.E.M.I.: 001400401000

ALCOM ET SA COPPER AND ALUMINIUM, SOCIETE ANONYME

2-4 Mesogeion Ave.

Pyrgos Ath inon, Buildi ng B

1 1527 Athens (Greece)

G.E.M.I.: 003577201000

EU FINA SA

Rue Adolphe 4

L-1 I16 Luxembourg (Luxembourg)

B 68.478 R.C.S. Luxembourg

AMENDMENT TO THE COMMON DRAFT TERMS OF CROSS-BORDER MERGER DATED 7 DECEM BER 2015

1. CONTEXT

   
   

2. The boards of directors of the companies Viohalco SA (Viohalco or the Absorbing Company), Elval Hold ings Societe Anonyme (Elvttl), Diatour, Management and Tourism Societe Anonyme (Diatour), Alcomet SA Copper and Alum inium, Societe Anonyme (A/comet) and Eufina SA (Eufina and together with Elva!, Diatour and Alcomet, the Absorbed Companies) have adopted, on 7 December 2015, common draft terms of cross­ border merger (the Merger Terms) in the context of a transaction whereby it is contemplated that Viohalco will absorb the Absorbed Companies by way of a cross-border merger (the Cross-Border Merger or the Transaction). The Merger Terms set out the terms and cond itions of the contemplated Cross-Border Merger.

   
   

3. This amendment to the Merger Terms (the Amendment ) has been prepared jointly by boards of directors of Viohalco and of the Absorbed Companies (together, the Merging Companies).

   
   

   1.3 Capitalised terms used but not defined in th is Amendment have the meaning given to them in the Merger Terms.

   
   

4. AMENDMENT

   
   

5. The amount of the non-distributable reserve to be created to recognise the value of the 12,224,91 5 Viohalco shares that will be acquired by Viohalco as a result of the Cross­ Border Merger, as mentioned in paragraph 5.4.2 ("Cancellation of own shares") of the Merger Terms, shou ld be corrected to EUR 27,382,429.84, which corresponds to the carrying value of the 12,224,915 Viohalco shares.

   
   

6. Therefore, the boards of directors of the Merging Companies hereby amend paragraph 5.4.2 ("Cancellation of own shares")of the Merger Terms as follows:




"5.4.2 Cancellation of own shares




Diatour currently holds 1,574,542 shares (0.68%) in Viohalco, A/comet currently holds 1,641,177 shares (0.70%) in Viohalco and Eufina currently holds 9,009,196 shares (3.86%) in Viohalco. Therefore, as one of the effects of the Cross-Border Merger is that Viohalco shall acquire all assets of the Absorbed Companies, Viohalco will acquire as a result of the Cross-Border Merger a total of 12,224,915 of its own shares (corresponding to the sum of 1,574,542 of its own shares acquired .from Diatour, 1,641,177 of its own shares acquiredfrom A/comet and 9,009,196 of its own shares acquiredfrom Eufina). In accordance with article 623 of the BCC, a non-distributable reserve will be created up to an amount equal to the value of the 12,224,915 Viohalco shares acquired by Viohalco as a result of the Cross-Border Merger (i.e. EUR 27,382,429.84) by way of deduction from the reserves and carried-forward profits. It will be proposed to the shareholders ' meeting of Viohalco toproceed to the immediate cancellation of such own shares and to impute such cancellation on the non-distributable reserve that has been created. "




1. MISCELLANEOUS

   
   

2. All other provisions of the Merger Terms dated 7 December 2015 remain unchanged.

   
   

   *

   The present Amendment has been executed on 18 December 2015 in seventeen original copies, of which eleven are i n the French language and six are in the Greek language. Five originals of the French version will be deposited in the files of the Absorbing Company at the registry of the commercial court of Brussels, one original of the Greek version will be filed with the Ministry of Economy, Development & Tourism in Greece, one original of the French version will be filed with the Luxembourg Trade and Companies' Register and published in the Memorial C "Recueil des Societes et Associations" i n Luxembourg and one original of each of the French version and the Greek version will be kept at the registered offices of each of the Merging Companies.

   
   

   7/%

   For the board of ,,/1.ors of the Absorb;ng Company, Viohalco SA

   44

   Jacques Moula rt

   Authorised representative

   
   

   For the board of directors of Elval Holdings Societe Anonyme, by granted its B ard of directors on 1 8 December 201 5 Di

   For the board of directors of Diatou r, Management and Tourism Societe Anonyme, by

   • authorisati g · nted by its board of directors on 18 December 201 5







Georgios Stergiopou los

op( ! ()

;;1atnpos Papan(;aou







a0 "" vJ

For the board of directors of Alcomet SA Copper and Aluminium Soci' e Anonyme, by virtue of an authorisation granted by its board of directors on 18 mbco,---, _,

Charalampos Papanikolaou




Jacques Mou ert

Authorised epresentative