SUMMARY OF DRAFT AGREEMENT FOR MERGER BY ABSORPTION

OF THE SOCIETE ANONYME TITLED “ALUMIL SOLAR SA”,

BY THE SOCIETE ANONYME TITLED “ALUMIL, ALUMINIUM INDUSTRY SA.”

 

The ABSORBING company under the name “ALUMIL ALUMINIUM INDUSTRY SA”, trading as “Alumil SA”, with SA registration number 17520/06/B/88/18, located in the Industrial Area of Stavrochori of the Prefecture of Kilkis AND

The ABSORBED company under the name “ALUMIL SOLAR SA”, trading as “ALUMIL SOLAR SA”, with SA registration number 68175/55/B/09/03, located in the Industrial Area of Stavrochori of the Prefecture of Kilkis, announce, pursuant to article 70 paragraph 1 of Law 2190/20, the following summary of their draft merger agreement:

1. The merger is effected in accordance with the provisions of Article 78 of Law 2190/20 and articles 1-5 of Law 2166/93, by absorption of the societe anonyme “ALUMIL SOLAR SA” by the societe anonyme “ALUMIL ALUMINIUM INDUSTRY SA”, which holds 100% of the shares of the acquired company through the consolidation of the assets and liabilities of the transformed companies, based on their financial data (balance sheets) of 31-03-2011.

2. The merger ends with the registration in the SA register of the decision by the relevant supervisory authority approving the merger. The decisions of the competent instruments of the merged societe anonymes, together with the merger agreement and the merger approval decision of the relevant supervisory authority, will be subject to the publication requirements of article 7b of CL 2190/20 for each of the merging companies.

3. Upon the completion of the merger, the acquiring company shall automatically and without further formalities according to law substitute the acquired company in all its rights, obligations and legal relationships and this transfer is treated as a universal succession, and the trials of the acquired company will be continued by the acquiring company without any further formality, unless they are abruptly terminated due to the merger.

4. The acquired company is dissolved without having to be wound up.

5. The acquired company will transfer all its property (assets and liabilities) to the acquiring company, based on its financial situation, as appears in the balance sheet dated 31-03-2011 and as this (property) will be at the time of the legal completion of the merger. The acquiring company will become the sole owner, possessor, holder and beneficiary of all assets of the acquired company.

6. The share capital of the acquiring company will not change and the acquiring company is not obliged to issue new shares because the right to issue new shares is cancelled due to confusion, since it holds all (100%) of the shares of the acquired company and their acquisition value is equal to the share capital of the acquired company. Upon the completion of the merger, the shares of the acquired company will be cancelled, as no longer having any value; a specific record of cancellation will be drafted for this purpose by the Board of Directors of the acquiring company.

7. From 1-4-2011, the day after the transformation balance sheet, on the basis of which the absorption is effected, until the day of completion of the merger, all acts and transactions of the acquired company will be considered for accounting purposes as being made on behalf of the acquiring company and the economic effects that will arise during this period will benefit or burden only the latter. The relevant amounts will be transferred by grouped recording in the books of the acquiring company.

8. There are no shareholders of the acquired company, who have special rights or privileges or hold securities other than shares.

9. For members of the Boards of Directors and regular auditors of the merged companies, their statutes or decisions of their General Meetings do not provide any particular benefits, nor are such benefits provided by this merger agreement.

10. The assets of the acquired company that will be transferred to the acquiring company are those listed in the transformation balance sheet dated 31-03-2011.

11. The acquired company transfers to the acquiring company its total assets and liabilities, and its entire property in general. Thus, by virtue of the merger contract, the acquiring company becomes the owner, possessor, holder and proprietor of all movable and immovable assets of the acquired company, its claims against third parties from any cause and all its assets in general.

 

In witness whereof, this Draft Merger Agreement was prepared and signed by the legal representatives of the merging companies.

 

KILKIS, 10-10-2011

THE BOARDS OF DIRECTORS

of the companies

ALUMIL SA – ALUMIL SOLAR SA

ALUMIL SOLAR SA

 

ANNOUNCEMENT 

By the societe anonyme under the name “ALUMIL SOLAR SA”, based in the industrial area of Stavrochori, Prefecture of Kilkis, trading as “ALUMIL SOLAR SA”, legally established and registered in the SA Register of the Prefecture of Kilkis, under SA registration number 68175/55/B/09/03, located in the Industrial Area of Stavrochori of the Prefecture of Kilkis (absorbed SA).

In view of the upcoming merger by absorption of our company by the company under the name “ALUMIL ALUMINIUM INDUSTRY SA”, trading as “ALUMIL SA”, legally established and registered in the SA Register of the Prefecture of Kilkis, under SA registration number 17520/06/B/88/18, located in the Industrial Area of Stavrochori of the Prefecture of Kilkis, which owns 100% of the shares of our company, we inform all shareholders of the absorbing company that at least one month before the commencement of the effects of the absorption, they have the right to visit our above premises to gain cognisance of the documents required by Article 73 par. 1 c. a and b, i.e. of the Draft Merger Agreement signed on 30-06-2011 by the Boards of the merging companies and their annual financial statements and management reports of their Boards of Directors for the past three years. As the last fiscal year ends on 31-03-2011 and the date of the above Draft Merger Agreement (30-06-2011) is no more than six months after the end of this fiscal year, no financial statement (interim balance sheet) was drawn up, as it is not required by case c, par. 1, Art. 73 of CL 2190/1920 in this case.

Interested shareholders of the absorbing company may request to be delivered or sent complete copies or extracts of the above documents, free of charge.

 

Kilkis, 10-10-2011

The Board of Directors