Hellenic Cables S A : September 29, 2016Common Draft Terms of Cross-Border Merger (Correct Repetition – Correction of Oversights)

CENERGY HOLDINGS

Avenue Marn ix 30

I 000 Brussels (Belgium) 0649.991 .654 RLE (Brussels)

CORINTH PJPEWORKS HOLDINGS S.A.

2-4 Mesogeion Ave.

Pyrgos Athinon, Building B 1 1527 Athens (Greece)

G.E.M.I.: 000264701000

HELLENIC CABLES S.A. HOLDI NGS

SOCIETE ANONYME

2-4 Mesogeion Ave.

Pyrgos Athinon, Building B 1 1527 Athens (Greece)

G.E.M .l.: 000281701000

1. CONTEXT

   COMMON DRAFT TERMS OF CROSS-BORDER MERGER

   These common draft terms of cross-border merger (the Merger Terms) have been prepared jointly by the Board of Directors of the companies Cenergy Holdings SA, Corinth Pipeworks Holdi ngs S.A., Hellen ic Cables S.A. Holdings Societe Anonyme in accordance with article

   772/6 of the Belgian Companies Code (the BCC) and the Greek Law 3777/2009 in conjunction with articles 68, §2 and 69 to 77a of the Greek Codified Law 21 90/ 1920.1

   These Merger Terms are made in the context of a transaction whereby it is contemplated that Cenergy Holdings SA, a lim ited l iability company (societe anonyme I naamloze vennootschap) incorporated under Belgian Jaw (hereinafter referred to as the Absorbing Company), will absorb by way of a cross-border merger (the Cross-Border Merger or the Transaction):

2. Corinth Pipeworks Holdings S.A., a lim ited liability company by shares (Avci>vvµo Er:o.1pia) incorporated under Greek law, with registered office at 2-4 Mesogeion Ave., Pyrgos Ath inon, Building 8, 1 1527 Athens, Greece and registered in the General Commercial Registry (G.E.M.1.) under number 000264701000 (hereinafter referred to as First Absorbed Company);

3. Hellenic Cables S.A. Holdi ngs Societe Anonyme, a l imited liability company by shares (Avcovvµoc;; E-ca1pia) incorporated under Greek law, with registered office at 2-4 Mesogeion Ave., Pyrgos Athinon, Building B, 1 1527 Athens, Greece and registered in the General Commercial Registry (G.E.M.1.) under number 000281701000 (herei nafter referred to as Second Absorbed Company and together with the Fir.st Absorbed 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 alumini um 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 Absorbi ng Company is not listed on any stock exchange as at the date of these Merger Terms. It is intended that its

1 The Belgian and Greek legislations relatinglo cross-border mergers implemented the Directive

2005/56/EC of 26 October 2005 on cross-border mergers.

shares will be admitted to listing on Euronext and the Athex prior to the sharehol ders meetings approving the Cross-Border Merger.

The First Absorbed Company 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 C02 and slurry, and is also involved in the construction sector. Its shares are listed on the Athex.

The Second Absorbed Company is an indirect subsidiruy of Viohalco and the holding company of the Hellenic Cables group of companies, which is engaged in the production and marketing of power and telecommun ications cables from low voltage up to extra-high voltage and unde11akes the implementation of projects for cable systems' supply and installation. Its shares are also listed on the Athex.

These Merger Tenns set out the terms and conditions of the contemplated Cross-Border Merger.

4. 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 ai1icle 772/ 1 1 of the BCC and article 7 of the Greek Law 3777/2009 in conjunction with article 72 of the Greek Codified Law 2190/1 920 and the respective provisions of the articles of association of the Mergi ng Companies.

The Boards of Di rectors 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.

Subject to paragraph 9 below,the Cross-Border Merger will take effect on the date on which the designated notary i n Belgium competent to scrutinise the legality of the Cross-Border Mergers (i) shall have received from the Greek Min istry of Economy, Development & Tourism the certificate conc1usively attesting the proper completion of the relevant pre-merger acts and formalities under Greek Jaw (the Pre-M erger Certificate), and (ii) fwtber to the receipt of such Pi"e-Merger Certificate, shall have certified that the Cross-Border Merger is completed.

These Merger Terms will be filed as follows:

1. in Belgium, in accordance with article 772/7 of the BCC, the Merger Tenns 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.

2. in Greece, in accordance witb article 4 of the Greek Law 3777/2009, the Merger Terms will be filed with the General Commercial Registry (G.E.M.1.) 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 ofthe Absorbed Companies and such filing will be published on the website of G.E.Ml in accordance with Greek law.

These Merger Terms shall also be made available in due course on the websites of the Merging Companies.

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1. 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 Compan ies by way of a universal transfer and will automatically substitute the Absorbed Companies in all their legal rights and obl igations. The Absorbed Companies will be dissolved without liquidation.

   The Absorbing Company has a Greek branch under the trade name "Cenergy Holdings Greek Branch '', with registered seat at 2-4 Mesogeion Ave., Pyrgos Athi non, Building B, I 1527, Athens, Greece, registered in the General Commercial Registry (G.E.M.I.) of the Athens Chamber of Commerce and Industry under no. 14001 I60 I00 I (the Greek Branch). Concomitant ly to the Cross-Border Merger becoming effective, the Absorbing Company shall allocate the assets and l iabilities of the Absorbed Companies to the Greek Branch in accordance with articles l, 4 and 5 of the Greek Law 2578/ 1998.

2. IDENTIFICATION OF THE MERG ING COMPANI ES

   4./ Absorbing Company

   The Absorbing Company is a limited liability company (socie.te anonyme I naamloze vennootschap) incorporated under Belgian law, with registered office at avenue Marnix 30, 1000 Brussels and registered in the Crossroads Bank for Enterprises under number 0649.991 .654 RLE (Brussels).

   lt is contemplated that the shares of the Absorbing Company will be admitted on Euronext, as its primary listing, and on the Athex, as a secondary l isting, prior to the respective shareholders' meetings of the Absorbed Compan ies for the approval of the Cross-Border Merger, so that the shareholders of the Absorbed Companies shall receive shares of a company listed on regulated markets in the European Un ion in exchange for their shares in the A bsorbed Compan ies.

   According to article 2 of the articles of association of the Absorbing Company, its corporate purpose is as follows:

   "2.I . Thepurpos e of the Company is:

   (a)to hold participations in any companies or entities, whether Belgian or foreign, to acquire by purchase , subscription or otherwise and transfer by sale, exchange or otherwise, such participations , and to manage such participatio ns: and

   (b) tofinance any companies or ent.ities in which it holds aparticipation or with which it is affiliated, including through the granting of loans, security interests, guarantees or by any other way.

   2.2. The Company may cany out any commercial, industrial, financial, real estare or intellectual property transactions, make any investment, acquisition or disposal, or pe,form any other activity, that it deems useful for the achievement of this purpose, in Belgium and in any other cou.nhy. "

3. Absorbed Companies

4. The First Absorbed Company is a limited liability company by shares (Avwvvµo Ew.1pia.) incorporated under Greek Jaw and l isted on the Athex, with registered office at 2-4 Mesogeion Ave., Pyrgos Athinon, Building B, I 1527, Athens, Greece and registered in the General Commercial Registry (G.E.M.l.) of the Ministry of Economy, Development & Tourism under n umber 000264701000.

   According to article 3 of the articles of association of the First Absorbed Company, its corporate purpose i:s as fol lows:

   "a) the acquisition and disposal, by any means, of participations in companies and legal entities of any type and economic activity, Greek orforeign , the holding and management of such participations.

5. thefinancing , by any means, of the companies and legal entities in which it participates.

6. the engagement in any kind of economic, commercial and industrial activity, including the development of real estate and intellectual property rights as well as of any investment which services, by any means, ifs corporate purpose."

7. The Second Absorbed Company is a limited l iability company by shares (Avwvvµoi;

   £1:aipia.) incorporated Lmder 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.J.) under number 00028170 I 000.

   According to article 4 of the articles of association of the Second Absorbed Company ,. its corporate purpose is as follows:

   "a) the acquisition and disposal, by any means, of participations in companies and legal entities of any type and economic activity, Greek orforeign. the holding and management of such participations.

8. thefinancing, by any means, of the companies and legal entities in which itparticipates .

9. the engagement in any kind of economic, commercial and industrial activity, including the development of real estate and intellectual property rights as well as of any investment which services., by any means, its corporatepurpose. "

10. EXCHANG E RATIOS

11. Share capital of the Merging Companies

12. Absorbing Company

    The share capital of the Absorbing Company amounts to EUR 61,500 and is divided into 615 shares without nominal value. The Absorbing Company has only one class of shares. All shares currently outstanding are in registered form, and are freely transferable and fully paid up.

    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 Cross-Border Merger becoming effective, the shares of the Absorbing Company will be split by a factor of 44, resulting in the number of shares of the A bsorbing Company being increased from the current number of 6 I 5 shares to 27,060 shares.

13. Absorbed Companies

The share capital of the Fi rst Absorbed Company amounts to EUR 961852,756.78 and is divided into 124,170,201 common registered shares with a nom inal value of EUR 0.78 each. The First Absorbed Company has only one class of shares. AU such shares are in dematerialised form and are freely transferable and fully paid up.

The share capita] of the Second Absorbed Company amounts to EU R 20,977,9 l5.60 and is divided into 29,546,360 common registered shares with a nomi nal val ue of EUR 0.71 each. The Second Absorbed Company has only one class of shares. All such shares are in dematerialised form and are freely transferable and fully paid up.