SUMMARY

 of

Draft Merger Agreement for the merger through  absorption of STRAPTECH SA by M.J. MAILLIS S.A.

It is announced that on April 17, 2013 the company M.J. MAILLIS SA (hereinafter MAILLIS or “the absorbing company”) with its seat in Kifissia Attiki, 7 Kavalieratou Taki street  (G.E.MI. No 295301000 and previously Societes Anonymes Reg. No. 2716/06/Β/86/43) and the company STRAPTECH SA  with its seat in Kifissia Attiki, 7 Kavalieratou Taki street  (G.E.MI. No 1897001000 and previously Societes Anonymes Reg. No. 33064/01/ΑΤ/95/0081) signed a Draft Merger Agreement. This draft  was subject to the publicity formalities of article 69 par. 3 of c.l. 2190/1920, with its registration in the General Commercial Registry (G.E.MI, Geniko Emboriko Mitroo)  on 13.05.2013 and the publication of the relevant announcements in the Government Gazette.

Therefore, pursuant to the provisions of article 70 paragraph 1 of c.l. 2190/1920, the Boards of Directors of the absorbing company and the absorbed company announce the following summary of the Draft Merger Agreement:

The merger is effected according to the provisions of articles 69- 78 of c.l. 2190/1920 and articles 1-5 of law 2166/1993, through absorption of STRAPTECH by MAILLIS, based on their transformation balance sheets of 31.12.2012.

The absorbed company will transfer all its property (assets and liabilities) to the absorbing company, based on its financial situation, as it appears in its  balance sheet dated 31.12.2012 and as this (property) will be at the time of the legal completion of the merger. The absorbing company will become the sole owner, possessor, holder and beneficiary of all assets of the absorbed company. The transferred assets of the absorbed company are free from any real and legal  defect, save from the below mentioned encumbrances in favor of ALPHA BANK SA , in its capacity of Bondholder  agent – Securities agent – secured creditor, which secure three bond loans (that are a) an in rem secured common bond loan of total nominal value  €16.000.000 pursuant to law 3156/2003 and c.l. 2190/1920 b) an in rem secured common bond loan, of total nominal value (capital plus capitalized interests PIK)  €83.305.904 and  US$ 69.468.938  pursuant to law 3156/2003 and c.l. 2190/1920 and c) an in rem secured convertible bond loan of total nominal value (capital plus capitalized interests PIK) €71.893.855 and US$ 66.800.557 pursuant to law 3156/2003 and c.l. 2190/1920) which have been issued by the absorbing company and to which the absorbed company is guarantor, plus contractual interests, costs and other claims, if any, pursuant to the provisions of the respective bond program :

a) a prenotation of mortgage for the total amount of 340.000.000 €, plus interests and expenses over the two land properties – factory premises of the absorbed company located at the Industrial Area of Alexandroupoli 

b) pledge over insurance receivables with respect to the insurance contracts insuring above properties, into which (contracts) the absorbed company has entered or will enter

c) pledge over its bank account with ALPHA BANK SA ,

d) pledge (floating charge) of first order pursuant to law 2844/2000 over inventories, which  at any time are located in the warehouses of the factories  of the absorbed company at the Industrial Area of Alexandroupoli 

e) pledge of first order pursuant to law 2844/2000 over the machinery and all kinds of movable industrial equipment located in the factory of the absorbed company at the Industrial Area of Alexandroupoli

f) pledge of first order over all its current and future trade receivables

g) pledge over its current and future receivables emanating from two factoring contracts entered with ABC Factors and EFG Factors respectively.

The absorbed company's share capital amounts to 16.399.684,64 €, divided in 22.161.736 registered shares, with a nominal value of 0,74€ each. The absorbing company possesses the total of the absorbed company's shares with an acquisition value of € 16.399.684,64 (22.161.736 shares x € 0,74). The absorbing company's share capital, which amounts to 96.877.586,40 €, will not be modified and the absorbing company is not obliged to issue new shares, since the relevant obligation is amortized due to absorption, since the absorbing company  possesses the total  100% of the shares of the absorbed company, whose (shares) acquisition value is equal to the absorbed company's share capital. When the merger is completed, the absorbed company's shares shall be annulled, having no value whatsoever, and for this reason a special annulment minute shall be drawn up by the absorbing company's BoD.

As of January 1, 2013, the day following the date of the Transformation Balance-Sheet (of 31.12.2012) on the basis of which the merger is effected and until the date of completion of the merger, all the actions and transactions of the absorbed company are considered, from an accounting point of view, as performed on behalf of the  absorbing company and  the financial results of the absorbed company for this period shall be considered as results of the absorbing Company exclusively. The relevant amounts shall be transferred to the accounting books of the absorbing company as a single journal entry.

There are no shareholders of the absorbed company who are beneficiary of special rights or privileges, nor are they holders of other titles except of shares. No special advantages for the members of the board of directors and the ordinary auditors of the merging companies are provided by their Articles of Incorporation or General Assembly decisions nor are any such advantages offered by the merger agreement.

From  the completion of the merger, the absorbing company substitutes automatically and with no additional formalities, according to law, the absorbed company in all its rights, obligations and legal relationships and this transfer is considered as a universal succession.   

Kifissia, May 30 2013

The Boards of Directors of the Merging Companies