ELVAL HOLDINGS S.A.

SYNOPSIS OF DRAFT MERGER AGREEMENT

Of the anonyme companies “ELVAL – HELLENIC ALUMINIUM INDUSTRY S.A.” and “ELVAL COLOUR – COATED ALUMINIUM PRODUCTS MANUFACTURING S.A.”

 In accordance with the provisions of paragraph 1 of article 70 of P.L. 2190/1920, the Board of Directors of the societe anonyme companies:

 a) “ELVAL – HELLENIC ALUMINIUM INDUSTRY S.A.” with G.E.MI. (Greece's General Electronic Commercial Registry) number 340401000 (societes anonymes register number 3954/06/Β/86/13), domiciled in Athens Municipality, at 2-4 Mesogeion Avenue and

b) “ELVAL COLOUR – COATED ALUMINIUM PRODUCTS MANUFACTURING S.A.” with G.E.MI. (Greece's General Electronic Commercial Registry) number 364701000 (societes anonymes register number 4426/01/B/86/4424), domiciled in Athens Municipality, at 2-4 Mesogeion Avenue release the following synopsis of their merger agreement and plan as of 18/2/2014.

 In accordance with the provisions of article 78 of P.L. 2190/1920 and of the articles 1-5 of L. 2166/1993, the merger is implemented via the absorption of the societe anonyme company “ELVAL COLOUR – COATED ALUMINIUM PRODUCTS MANUFACTURING S.A.” (the “Absorbed Company”) from the societe anonyme company “ELVAL – HELLENIC ALUMINIUM INDUSTRY S.A.” (the “Absorbing Company”) based on their financial accounts (balance sheets) as of 31/12/2013.

 The Absorbed Company will transfer its financial position (assets and liabilities) to the Absorbing Company as it appears in the 31/12/2013 balance sheet and also as this financial position will evolve up to the date of the merger's legal completion.

 The Absorbing Company will become the worthy, possessor and beneficiary party of any asset held by the Absorbed Company.

 The share capital of the Absorbed Company amounts to EURO 10,372,608 divided by 3,457,536 shares with a nominal value of EURO 3.00 per share.

 The Absorbing Company holds the total number of shares of the Absorbed Company with a cost of EURO 22,061,006. For this reason, there will be a write-off equal with the amount of the Absorbed Company's contributing share capital, EURO 10,372,608, whereas the remaining amount of EURO 11,688,398 will be recorded as a reserve in the account “Transformation differences according to L. 2166/1993”).

 The share capital of the Absorbing Company will not be changed and the Absorbing Company is not obliged to issue any new shares. Any requirement for the issuance of new shares is written-off as the Absorbing Company holds the full percentage (100%) of the Absorbed Company's shares.

 The Absorbed Company's shares following the merger's completion will be cancelled as they will possess no value. For this purpose, the Board of Directors of the Absorbing Company will compile a special cancellation minute.

 From 1/1/2014, which follows the date of the transformation balance sheet (which is used as the basis for the absorption) and up to the merger's completion date, all actions and transactions of the Absorbed Company are accounted as actions and transactions of the Absorbing Company. Therefore, the financial results that will be recorded during the above period will positively or negatively affect the Absorbing Company and the relevant amounts will be transferred through a unitary record to the books of the Absorbing Company.

 There are no shareholders of the Absorbed Company entitled to any special rights or benefits or securities other than the company's shares.

 The articles of association, the decisions of the general shareholders' meetings of the merged companies as well as the current merger agreement do not provide any special benefits to the members of the Boards of Directors and the ordinary auditors of the merged companies.

 From the date of the merger's completion, the Absorbing Company is the rightful substitute and with no other formulation according to law, for all rights, liabilities and legal relations of the Absorbed Company. This transfer equates with the concept of general assignment.

 

THE BOARD OF DIRECTORS OF THE MERGED COMPANIES

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