Stelios Kanakis S A : 29/03/2019 ANNOUNCEMENT

In accordance with the provisions of Article 17 (1) of Regulation (EU) 596/2014 of the European Parliament and of the Council, dated 16 April 2014, article 4.1.3.1. indent 5 of the Athens Exchange Rulebook, as well as any other relevant applicable provision, the Board of Directors of the Societe Anonyme with the corporate name 'STELIOS KANAKIS, INDUSTRIAL AND COMMERCIAL S.A., RAW MATERIALS FOR CONFECTIONERY, BAKERY AND ICE-CREAM' and distinctive title 'STELIOS KANAKIS S.A.' (hereinafter the 'Company'), hereby announces to the investing public that, at its meeting on 29 March 2019, the Board of Directors was informed by Mr. Stelios Kanakis, Chairman of the Board of Directors and Managing Director of the Company, about the following:

1) the agreement dated 28 March 2019 (hereinafter referred to as the 'Agreement') and entered into between 'ORKLA FOOD INGREDIENTS AS', a private limited liability company, with registered offices at Nedre Skøyen 26, 0276 in Oslo, Norway, and commercial registry number 911 161 419 (hereinafter referred to as the 'Offeror'), and Messrs. Stelios Kanakis, Maria Kanaki, Eleftheria Kanaki and Varvara Kanaki (hereinafter referred to as the 'Shareholders'), by virtue of which it was agreed that: (a) the Offeror will proceed to the submission of a voluntary tender offer in accordance with the provisions of Law 3461/2006, as currently in force, (the 'Tender Offer') for the acquisition of the total shares of the Company (hereinafter referred to as the 'Shares') for a consideration of € 4.36 per Share (the 'Tender Offer Consideration'); (b) the Offeror shall announce its intention to purchase and acquire, through the market of the AthEx, any Shares sold at the Tender Offer Consideration, other than the Shares that shall be offered in the context of the Tender Offer, from the date of the Tender Offer, i.e. 29 March 2019, until the expiration of the acceptance period in relation to the Tender Offer; (c) the Offeror will acquire from Mr. Stelios Kanakis and Mrs. Maria Kanaki, through an off-exchange transfer, 4,936,273 Shares representing approximately 65.82% of the total paid-up share capital and voting rights of the Company, for the consideration of €4.35 per Share, provided that the Offeror will have already acquired from other shareholders of the Company (except for Messrs. Stelios Kanakis, Maria Kanaki, Eleftheria Kanaki and Varvara Kanaki), at least 313,727 Shares representing approximately 4.18% of the total paid-up share capital and voting rights of the Company for the Tender Offer Consideration; (d) upon the completion of the aforementioned transfer of 4,936,273 Shares, which are the subject matter of the Agreement, the Shareholders Mr. Stelios Kanakis, and Mses. Maria Kanaki, Eleftheria Kanaki and Varvara Kanaki will accept the Tender Offer and will offer to the Offeror all of their remaining Shares, i.e. 711,659, 375,000, 208,671 and 204,670 Shares respectively, and 1,500,000 Shares in total, corresponding to 20% of the total paid-up share capital and voting rights of the Company, in order for the Offeror to acquire, in the context of the Public Offer, Shares representing at least 90% of the total paid-up share capital and total voting rights of the Company and to exercise the squeeze-out right as provided for in Article 27 of Law 3461/2006, as currently in force, (hereinafter the 'Squeeze-out Right'). Following the end of the Squeeze-out process, the Offeror will transfer to each of the Shareholders 375,000 Shares corresponding to 5% of the total paid-up share capital and voting rights of the Company at the Tender Offer Consideration; (e) after the completion of the Tender Offer and the exercise of the Squeeze-out Right, the Offeror, holding 100% of the total paid-up share capital and voting rights of the Company, will call for a self-convened General Meeting of the Shareholders of the Company with regards to the delisting of the Company's Shares from the AthEx, pursuant to article 17 (5) of Law 3371/2005, where (at the General Meeting of the Shareholders of the Company) the Offeror will vote in favor of such a resolution; and (f) following the delisting of the Company's Shares from the AthEx, the Offeror has agreed with the Shareholders Mr. Stelios Kanakis, and Mses. Maria Kanaki, Eleftheria Kanaki and Varvara Kanaki that he will transfer, without undue delay, 375,000 Shares to each one of them, representing 5%, i.e. in total l 1,500,000 Shares corresponding to 20% of the total paid-up share capital and voting rights of the Company, for a consideration per Share equal to the Tender Offer Consideration.

2) the shareholders agreement dated 28 March 2019 (hereinafter referred to as the 'Shareholders'Agreement') between the Offeror and the Shareholders, the entry into force of which is subject to the completion of the aforementioned transfer of 4,936,273 Shares representing 65.82% of the total paid-up share capital and voting rights of the Company, by Mr. Stelios Kanakis and Mrs. Maria Kanaki to the Offeror, and which (the Shareholders' Agreement) aims to regulate the relations of the parties thereto, in their capacity as shareholders of the Company.

The Offeror's participation in the share capital of the Company sets the foundations not only for the Company to continue its successful operation under the same successful business principles but also, and in particular, to obtain additional benefits resulting from its participation in a large group that operates in the same sector, as well as from the further strengthening of its trading activities / transactions with the Offeror.

To this end, the Shareholders' Agreement provides, inter alia, that the continuation of the management and the business strategy applied so far shall be ensured by the presence of the members of the Kanakis family, not only as Shareholders, but also as members of the Company's senior management. More specifically, Mr. Stelios Kanakis and Ms. Eleftheria Kanaki shall remain in the management of the Company as members of the Company's board of directors, and in particular as Managing Director and Deputy Managing Director, respectively.