ANNOUNCEMENT

The Board of Directors of “VIOHALCO-HELLENIC COPPER AND ALUMINIUM INDUSTRY S.A.”, announces the following :

1.  On September 13, 2013, the Boards of Directors of “VIOHALCO-HELLENIC COPPER AND ALUMINIUM INDUSTRY S.A.” (hereinafter “VIOHALCO-HELLENIC”) and Viohalco S.A., a holding company, subsidiary of “VIOHALCO-HELLENIC”, based in Belgium:  1) decided to initiate the procedure for the cross-border merger by absorption of the former by the latter, taking into account the subsequent merger of Viohalco S.A. and   the Belgian company Compagnie Financière et de Développement Industriel S.A. (hereinafter “Cofidin SA”), 2) set June 30, 2013 as the  transformation balance sheet date, 3) decided to draw up the common draft terms of cross-border merger and the related reports of the boards of directors, 4) approved the preparatory acts, by both companies, for the appointment of a common  independent expert by the Brussels commercial court, for the drawing up of the report required by article 6 of Greek law 3777/2009 and article 772/9 of the Belgian Company Code, and 5) ordered the filing of all actions and notifications required by law.

2.  On September 16, 2013 in a second related meeting, the boards of directors of  VIOHALCO-HELLENIC and ViohalcoS.A.:  1) approved the common draft terms  of cross-border merger,  2) designated representatives to sign it, and 3) ordered the filing of all actions and notifications required by law.

3.  The merger shall be implemented, taking into account  the book value of the merging companies and the interim financial statements dated 30.06.13, in accordance with the provisions of article 772 of the Belgian Company Code and of Greek law 3777/2009 on  cross-border mergers, which implements EU directive 2005/56/EC  on cross-border mergers of  limited liability companies.

4.  Within the framework of the above restructuring, the absorbing company Viohalco S.A., shall in turn absorb company Cofidin S.A., also a holding company based in Belgium, which holds 13.3% of the absorbed Greek company VIOHALCO-HELLENIC.  As a result of the above mergers, shareholders of the company VIOHALCO-HELLENIC shall exchange their shares with listed shares of the absorbing company ViohalcoS.A., which will be traded on Euronext Brussels. The shares exchange ratio is set at one (1) ViohalcoS.A.share for one (1) VIOHALCO –HELLENIC share.

5.  The completion of the merger is subject to the approval of the general meetings of shareholders of the merging companies and the competent authorities as the case may be. The whole process is expected to be concluded within November 2013.

6.  The above restructuring is aimed at strengthening the capital structure of VIOHALCO-HELLENIC; allowing/enhancing  its access to international capital markets; and establishing an arm for the financial support of its subsidiaries.

7.  The company shall keep investors informed throughout the merger process, in accordance with applicable law. 

                                  Athens, September 16, 2013