Athens, 11 January 2023

STRICTLY PRIVATE AND CONFIDENTIAL

Board of Directors of:

MARFIN INVESTMENT GROUP HOLDINGS S.A.

10 Eleftheriou Venizelou Ave.

106 71, Athens,

Greece

Dear Members of the Board,

"STRIX Holdings L.P ("STRIX"), currently bondholder - owner of the entirety of the bonds i) of the common bond loan issued by MARFIN INVESTMENT GROUP HOLDINGS S.A. (the "Company" or "MIG") on 14.5.2021, with an outstanding balance of €282.9m, and ii) the convertible bond loan issued by the Company on 31.7.2017, with an outstanding balance of €160.8m submitted an offer for the exchange of the entirety of the bonds owned by STRIX and issued by the Company, for the Company's total direct and indirect shareholding in "ATTICA HOLDINGS S.A." ("ATTICA"), i.e. 22,241,173 shares representing 10.31% in ATTICA's share capital, directly owned by the Company, and the entirety of the shares of the Company's wholly owned subsidiary "MIG SHIPPING S.A.", which owns 149,072,510 shares representing 69.07% in ATTICA's share capital (the "Proposal"). Based on the offer the implied equity value of Attica is c€559.1mm or €2.59 per share

According to the terms of the proposal that include a confirmatory legal and financial due diligence in "MIG SHIPPING S.A.", the approval of any competent competition authority, as required by law, and the granting of an exclusivity period until 30.6.2023, the Board of Directors of the Company, having already accepted the Proposal, decided to appoint us as a financial advisor that will examine the fairness of the financial terms of the transaction. The completion of the transaction is subject to the approval of the GM of the shareholders of the Company.

As per the terms of our engagement you have requested us to proceed to the valuation of the ATTICA's shares which are the object of the Proposal and to issue a fairness opinion on the abovementioned valuation (the "Fairness Opinion" or "Report").

For purposes of the Report, we have:

  1. reviewed the Company's published financial accounts as of 30.06.2022 and key financial figures of 30.09.2022;
  2. reviewed the Company's published audited financial statements of 2021 and 2020;

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  1. reviewed the summary business plan of ATTICA received by the Company regarding the 2022-2026 period;
  2. reviewed other publicly available business and financial information on ATTICA and the industry in Greece and abroad;
  3. assessed the economic conditions of recent mergers and acquisitions of firms which are active in the same industry and we have extracted relevant multiples;
  4. studied and analyzed other data, as well as, financial indicators and stock market indices we considered relevant and appropriate for the purposes of our Report;
  5. held discussions with the management of the Company; and
  6. performed such other analyses, reviewed such other information and considered such other factors as we have deemed appropriate including our assessment of current general economic, market and monetary conditions.

We have:

  1. assumed and relied upon, without independent verification, the truth, accuracy, validity, authenticity and completeness of the information supplied or otherwise made available to us by the Company for the purposes of the Report;
  2. assumed that all material information relevant to the Report has been made available to us, and that there is no information that could materially affect our Report; and
  3. assumed that the financial projections have been reasonably prepared on bases reflecting the best currently available estimates and judgments of the future financial performance of ATTICA by the senior management of the Company.

Our Report is necessarily based on the economic, regulatory, monetary and market conditions as in effect on the date hereof, and the information made available to Euroxx Securities as of the date hereof. Any subsequent developments may affect this Report and the assumptions used in preparing it, which Euroxx Securities is under no obligation to update, revise or reaffirm.

We are not legal, tax or accountancy advisors. We are financial advisors only and have relied upon, without independent verification, the assessment of ATTICA and its legal, tax and accountancy advisors with respect to matters of law, tax, and accountancy as appropriate.

We have not made any independent valuation or appraisal of the assets or liabilities of ATTICA, nor have we been furnished with any such valuations or appraisals. We have not included the effects of any reorganization or transaction costs that may arise as a result of the Transaction in our analysis.

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This Report does not address the relative merits, or the commercial merits of the Proposal as compared to other business strategies or transactions that might be available with respect to ATTICA or the underlying business decision of the Company to explore and effect the Proposal.

It is understood that this Report is provided solely for the use and benefit of the Company, for the latter to submit it for approval to the General Meeting of its shareholders and that it may not be relied upon by any other person or used for any other purpose. Euroxx Securities owes no fiduciary or other duties to any third party other that the Company and accepts no responsibility to any person in relation to the contents of this Report, even if it has been disclosed with the consent of Euroxx Securities.

This Report shall be submitted to the General Meeting of the company, and made publicly available, only in whole and unabridged and in no circumstances in part or summary.

This Report is not intended to be, does not constitute and may not be construed as constituting a Report or recommendation or advice as to how any security holder of the Company should act in respect of the Proposal, ATTICA's shares and related financial instruments, or any other matter.

This Report is merely expressing a view that the price per share calculated in the Proposal is fair from a financial point of view as of the date hereof and on the basis of the assumptions included herein, it being left to the Company to determine whether the offering of such price is advisable as a business decision. This Report does not in any way replace the exercise of good faith business judgement by the Company. Euroxx Securities is not acting as financial advisor to the Company for the Proposal.

This Report does not assess the financial or other ability or the legal right of the Company or any of its shareholders to effect the Proposal or to receive the exchange to be offered.

Euroxx Securities assumed that there has been no material change in ATTICA's assets and financial condition, results of operations, business or prospects since 30.09.2022, being the date of the most recent published key financial figures of ATTICA.

In the ordinary course of business, Euroxx Securities may trade securities of the Company and of ATTICA for their own account or for account of their customers and, accordingly, may at any time hold long or short positions in such securities.

Euroxx Securities accepts no responsibility for the accounting or other data and commercial assumptions on which this Report is based. Furthermore, this Report does not address any legal, regulatory, taxation or accounting matters or consequences of the Proposal to the holders of equity or debt securities in the Company and in ATTICA. Euroxx Securities has not conducted any independent legal, tax, accounting or other analysis of ATTICA and/or the Proposal. Euroxx Securities has not included the legal and tax effects of any reorganisation or transaction costs that may arise as a result of the Proposal.

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Methodology

The valuation was conducted in accordance with generally accepted principles and methodologies used internationally. The appropriateness of each method applied, is considered to be reasonable. However, we cannot warrant that another valuator, conducting the valuation of ATTICA's shares by using similarly internationally accepted criteria and appropriate valuation methods, would not come up with different results.

The Report is based on the procedures described above, as well as other data that the Company's Board of Directors provided us with and, at the same time, assured us to the maximum of their knowledge on the accuracy and completeness of the above data.

A summary of the said methodologies and the outcome of each methodology together with the weight factors are presented below:

Valuation Methods

Methodology

Implied Value per Share (€)

Weight

Low

High

%

Discounted Cash Flow Method

1.97

2.23

40

Comparable Public Companies Method

0.67

1.75

20

Precedent Transactions Method

0.29

1.76

20

Mid-Cycle Fair Value Method

1.19

1.61

20

Weighted Value per Share (€)

1.22

1.92

Source: Financial Advisor

Conclusion

In our opinion, the price per share (€2.59) implied from the context of the Proposal, exceeds the respective ranges of values per share which resulted from our analysis and the range of the weighted value per share, resulting from the weighting of the above values. Hence, the total consideration proposed by STRIX for the Company's total direct and indirect shareholding in ATTICA, i.e., 171,313,683 shares, is fair.

With respect,

For and on behalf of

Euroxx Securities

Aristotelis Ninios, CIIA

Vice President

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Disclaimer

Marfin Investment Group SA Holdings published this content on 16 January 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 16 January 2023 15:09:02 UTC.