Elval : 14/1/2016 Summary of the Common Draft Terms

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VIOHALCO SA Avenue Marnix 30 1000 Brussels (Belgium) 534.941.439 RPM (Brussels)	ELVAL HOLDINGS SOCIETE ANONYME 2-4 Mesogeion Ave. Pyrgos Athinon, Building B 11527 Athens (Greece) G.E.M.I.: 000340401000
DIATOUR, MANAGEMENT AND TOURISM SOCIETE ANONYME 2-4 Mesogeion Ave. Pyrgos Athinon, Building B 11527 Athens (Greece) G.E.M.I.: 001400401000	ALCOMET SA COPPER AND ALUMINIUM, SOCIETE ANONYME 2-4 Mesogeion Ave. Pyrgos Athinon, Building B 11527 Athens (Greece) G.E.M.I.: 003577201000
EUFINA SA Rue Adolphe 4 L-1116 Luxembourg (Luxembourg) Β 68.478 R.C.S. Luxembourg

ANNOUNCEMENT

SUMMARY OF THE COMMON DRAFT TERMS OF CROSS BORDER MERGER THROUGH THE ABSORPTION OF THE GREEK SOCIETE ANONYMES UNDER THE TRADE NAMES "ELVAL HOLDINGS SOCIETE ANONYME", "DIATOUR, MANAGEMENT AND TOURISM SOCIETE ANONYME", "ALCOMET SA COPPER AND ALUMINIUM, SOCIETE ANONYME" AND THE LUXEMBOURG SOCIETE ANONYME UNDER THE TRADE NAME "EUFINA SA" BY THE BELGIAN SOCIETE ANONYME UNDER THE TRADE NAME "VIOHALCO SA"

The Boards of Directors of the Belgian Société Anonyme under the trade name "VIOHALCO SA", with registered seat in Brussels, Avenue Marnix 30, 1000 and registered in the Crossroads Bank for Enterprises under number 534.941.439 RPM (Brussels) (hereinafter Viohalco or the Absorbing Company), of the Greek Société Anonymes under the trade names "ELVAL HOLDINGS SOCIETE ANONYME", "DIATOUR, MANAGEMENT AND TOURISM SOCIETE ANONYME", "ALCOMET SA COPPER AND ALUMINIUM, SOCIETE ANONYME", with

registered seat at 2-4 Mesogeion Ave., Pyrgos Athinon, Building B, 11527 Athens, Greece and registered in the General Commercial Registry (G.E.M.I.) under numbers 000340401000, 001400401000 and 003577201000 respectively (hereinafter Elval, Diatour and Alcomet respectively) and of the Luxembourg Société Anonyme under the trade name "EUFINA SA" 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) announce that 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), they have signed on 07/12/2015 the Common

Draft Terms of Cross-Border Merger, as this was amended on 18/12/2015, by virtue of which the above companies will merge through the absorption of the Absorbed Companies by the Absorbing Company. The above Common Draft Terms of Cross- Border Merger have been subject to the publication formalities of the Belgian Companies Code, Greek law 3777/2009 and the Luxembourg Law.

The Common Draft Terms of Cross-Border Merger is subject to the approval of the General Assemblies of the shareholders of the merging companies and the fulfillment of all the formalities required by applicable law. The summary of the Common Draft Terms of Cross-Border Merger is as follows:

1. The Cross-Border Merger shall be implemented in accordance with the provisions of the Directive 2005/56/EC of the European Parliament and of the Council of 26 October 2005, Greek law 3777/2009 in conjunction with the provisions of Codified Law 2190/1920, articles 772/1 and following of the Belgian Companies Code (BCC) and the provisions of Luxembourg Law. The conditions of the Cross-Border Merger have been defined on the basis of the interim financial statements of the Absorbing Company and the Absorbed Companies (hereinafter together "the Merging Companies") as at 31 October 2015.

2. 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. Concomitantly to the Cross-Border Merger becoming effective, the Absorbing Company 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 branch that it maintains in Greece, in accordance with articles 1, 4 and 5 of the Greek Law 2578/1998.

   
   

3. The share capital of Viohalco amounts to EUR 117,665,854.70 and is divided into 233,164,646 shares without nominal value. The share capital of Elval amounts to EUR 40,179,923.84 and is divided into 125,562,262 bearer shares with a nominal value of EUR 0.32 each. The share capital of Diatour amounts to EUR 18,937,710 and is divided into 3,130,200 registered shares with a nominal value of EUR 6.05 each. The share capital of Alcomet amounts to EUR 4,594,485 and is divided into 1,562,750 registered shares with a nominal value of EUR 2.94 each. The share capital of Eufina amounts to EUR 13,641,728 and is divided into 213,152 registered shares without nominal value.

   
   

4. Viohalco and Elval are both listed holding companies. For the purpose of their valuation and the determination of the respective share exchange ratios, the following valuation methods have been used:

5. the discounted cash flow (DCF) method (as the primary method to be used for the three main group of companies in which Viohalco and Elval hold participations) and the adjusted net asset value method (as the method to be used for the valuation of those companies in which Viohalco and Elval hold participations which are less significant in size); and

6. the stock market analysis method.

   Diatour, Alcomet and Eufina mainly hold participations in listed companies. The market value of these participations, which were used in order to adjust the net asset value of Diatour, Alcomet and Eufina respectively, were estimated following the following valuation methods:

7. the DCF method and

8. the stock market analysis method.




The methods used for the determination of the relevant exchange ratios (the Valuation Methods) will be described in more detail in (i) the report of the board of directors of Viohalco to be drafted in accordance with article 772/8 of the BCC, (ii) the report of the board of directors of each of Diatour, Alcomet and Elval to be drafted pursuant to article 5 of the Greek Law 3777/2009 and (iii) the report of the board of directors of Eufina to be drafted in accordance with article 265 of the Luxembourg Law.




On the basis of the Valuation Methods used for each of the Merging Companies, the respective values of the Merging Companies as at 31 October 2015 are set for the purpose of the Cross-Border Merger by the boards of directors of the relevant Merging Companies at the following levels:




• the value of Viohalco is set at EUR 1,185,928,378.32 ;

  
  

• the value of Elval is set at EUR 494,136,820.340927 ;

  
  

• the value of Diatour is set at EUR 27,365,018.8678341 ;

  
  

• the value of Alcomet is set at EUR 52,126,273.8141442 ; and

  
  

• the value of Eufina is set at EUR 66,979,448.493576.

  
  

  These values are based on the assumption that neither Viohalco nor any of the Absorbed Companies shall distribute any dividend or other distributions to their respective shareholders prior to completion of the Transaction.

  
  

  Taking into account the above values for the Merging Companies and the current number of outstanding shares in each company, the value of the shares of each Merging Company is as follows:

  
  

  • each share of Viohalco has a value of EUR 5.08622725899878 ;

    
    

  • each share of Elval has a value of EUR 3.93539278816853 ;

    
    

  • each share of Diatour has a value of EUR 8.74225891886592 ;

    
    

  • each share of Alcomet has a value of EUR 33.355478364514 ; and

    
    

  • each share of Eufina has a value of EUR 314.233263087262.




9. The proposed share exchange ratios between Viohalco and each of the Absorbed Companies is set as follows:

   • in relation to Elval, the proposed share exchange ratio is set at 1.29243192046551:1, i.e. it is proposed that the shareholders of Elval exchange 1.29243192046551 of their shares in Elval for one new share in Viohalco;

     
     

   • in relation to Diatour, the proposed share exchange ratio is set at 0.581797828936709:1, i.e. it is proposed that the shareholders of Diatour exchange 0.581797828936709 of their shares in Diatour for one new share in Viohalco;

     
     

   • in relation to Alcomet, the proposed share exchange ratio is set at 0.152485513876182:1, i.e. it is proposed that the shareholders of Alcomet exchange 0.152485513876182 of their shares in Alcomet for one new share in Viohalco; and

     
     

   • in relation to Eufina, the proposed share exchange ratio is set at 0.0161861516792586:1, i.e. it is proposed that the shareholders of Eufina exchange 0.0161861516792586 of their shares in Eufina for one new share in Viohalco,

   
   

   (each new share in Viohalco issued to the shareholders of Elval, Diatour, Alcomet or Eufina in the context of the Cross-Border Merger being referred to as a New Share).

   
   

10. Viohalco currently holds 68.39% of the shares of Elval, 98.74% of the shares of Diatour and 99.36% of the shares of Alcomet. In accordance with article 703 §2, 1° of the BCC and article 75, §4 of the Greek Codified Law 2190/1920, in the context of the Cross-Border Merger, no New Shares will be issued to Viohalco in its capacity of shareholder of respectively Elval, Diatour and Alcomet. The shares in Elval, Diatour and Alcomet held by Viohalco will be cancelled on completion of the Cross-Border Merger pursuant to article 78, §6 of the Royal Decree implementing the Belgian Companies Code and article 75 of the Greek Codified Law 2190/1920.

    
    

    In addition, Diatour, Alcomet and Eufina currently hold respectively 0.82%, 3.45% and 1.65% of the shares of Elval. By applying by analogy article 703 §2, 1° of the BCC, article 75, §4 of the Greek Codified Law 2190/1920 and article 274 of the Luxembourg Law, and taking into account the fact that each of Diatour, Alcomet, Eufina and Elval will be absorbed by Viohalco in the context of the Cross-Border Merger, no New Shares will be issued to Viohalco (in its capacity as absorbing entity of Diatour, Alcomet, Eufina and Elval) for the shares held by Diatour, Alcomet and Eufina in Elval. The shares in Elval held by Diatour, Alcomet and Eufina will be cancelled pursuant to article 78, §6 of the Royal Decree implementing the Belgian Companies Code, article 274(1)(d) of the Luxembourg Law and the provisions of Greek Codified Law 2190/1920 due to confusion.

    
    

11. Since the exchange ratios set out above do not allow to issue a whole number of New Shares to the former shareholders of Elval, Diatour, Alcomet and Eufina in exchange for the shares held by such shareholders in Elval, Diatour, Alcomet and Eufina (as applicable), the following principles will apply:




- the Elval shareholders (except Viohalco, Diatour, Alcomet and Eufina, whose shares will be cancelled) will receive a number of New Shares that is equal to