In the context of the merger underway between "ELVAL S.A. – HELLENIC ALUMINIUM INDUSTRY" and "ETEM S.A. – LIGHT METALS COMPANY” through absorption of the latter by the former, the Draft Merger Agreement dated 22.5.2014 was entered today 12.06.2014, in the Companies Register of the Ministry of Development and Competitiveness, as signed by the legal representatives of the above companies in accordance with the decisions of their Boards of Directors dated 21.5.2014 and as subsequently submitted on 23.5.2014 to the Ministry of Development and Competitiveness.

The merger will take place in compliance with the provisions of Articles 68(2) and 69-77a of Codified Law 2190/20, the commercial laws on S.A. and the provisions of Article 54 of Law 4172/2013 through absorption of “ETEM S.A.” by “ELVAL S.A.”.

Management recommended to the shareholders General Meetings of the companies an exchange ratio of 1 new share of ELVAL to 6 share of ETEM according to the Report drafted pursuant to article 71 of Codified Law 2190/20 by the audit firm “ABACUS Auditors S.A.”, which valuated the assets and undertook, as an expert, a special valuation study of the merging companies as also specified in article 4.1.4.1.3 of the Athens Stock Exchange Rulebook.
 
Following the share capital increase of ELVAL S.A. which is recommended, as analysed below, the shareholders of ETEM S.A. (with the exception of ELVAL S.A.) will receive one (1) share of ELVAL S.A. for each six (6) shares they have.

In detail, their recommendation to the General Meetings is as follows:

Of all 30,009,210 shares of the absorbed company, the absorbing company owns 21,240,530 shares and, thus, these shares will be cancelled according to the law due to confusion and will not be exchanged with any shares issued by the absorbing company owing to the merger. The remaining 8,768,680 shares will be exchanged with 1,461,447 new shares of the absorbing company.

The share capital will be increased due to the absorption of ETEM S.A. by euro 2,718,290.80. To maintain the number of shares owned by the shareholders of ELVAL, the share's nominal value will be increased from euro 0.30 to euro 0.32 per share and, for rounding off purposes, reserves totalling euro 231,388.54 will be capitalised. Finally, the new share capital will amount to euro 40,179,923.84 and will be divided into 125,562,262 shares with a nominal value of euro 0.32 per share.

It is further disclosed that pursuant to article 73 of Codified Law 2190/20 the following documents will be available for the shareholders at the company's registered office, Athens Tower, Building B 2-4 Messogion Avenue:

1. The Draft Merger Agreement
2. The explanatory Reports of the Boards of Directors of ELVAL S.A. and ETEM S.A. according to article 69(4) of Codified Law 2190/20
3. The annual financial statements and the management reports of the Board of Directors regarding the last three financial years of the merging companies.
4. The Report of “ABACUS Auditors S.A.”