ΣΙΔΕΝΟΡ/VIOHALCO

Athens, Monday May 11, 2015

SIDENOR HOLDINGS S.A.

ANNOUNCEMENT

Sidenor Holdings S.A. (hereinafter Sidenor Holdings) announces to the public that, following the decisions of 29 April 2015 of the Board of Directors of the company, regarding the commencement of the procedure for the cross-border merger by absorption of Sidenor Holdings by the Belgian company Viohalco SA (hereinafter Viohalco), the Board of Directors of Sidenor Holdings on May 11, 2015: a) decided to proceed with the cross-border merger by absorption of Sidenor Holdings by Viohalco, in accordance with the provisions of article
772/1 and following of the Belgian Companies Code and the Greek Law 3777/2009 which
implemented the Directive 2005/56/EC of the European Parliament and of the Council of 26
October 2005 on cross-border mergers of limited liabilities companies, using the financial statements as at December 31, 2014, as the basis of the merger, and approved the common draft terms of the cross-border merger, b) granted authorisations for the execution of the common draft terms of cross-border merger, c) acknowledged the appointment by the President of the Tribunal of Commerce of Brussels of the Belgian audit firm VMB BEDRIJFSREVISOREN CVBA as common expert to draw up the report required by article
772/9 of the Belgian Companies Code and article 6 of the Greek Law 3777/2009 and d)
granted authorisations for the actions and notifications required by Law.
According to the common draft terms of the cross-border merger the proposed share exchange ratio is set at 2.28000002656172:1, i.e. it is proposed that Sidenor Holdings shareholders exchange 2.28000002656172 Sidenor Holdings shares for 1 new Viohalco share, while Viohalco shareholders will keep the same number of shares. The common draft terms of the cross-border merger will be available on the website of both companies.
The above are subject to the approval of the General Meetings of shareholders of the merging companies, expected to take place in the course of July 2015 and the fulfilment of all legal formalities.

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