ELVAL HOLDINGS SA THIS LETTER IS IMPORTANT AND REQUIRES YOUR ATTENTION. If you are in any doubt about what action you should take, we recommend you seek advice from your broker-dealer, commercial bank, trust company or other nominee, legal advisor, accountant, fund manager or other appropriately authorized independent financial advisor. You should read this letter in conjunction with the common draft terms of the cross-border merger, dated 07.12.2015 (as amended on 18.12.2015 and in force), as this was approved, inter alia, by the Board of Directors of "Viohalco Société Anonyme" and, on the other hand, of "Elval Holdings Société Anonyme" and as submitted with the Athens' General Commercial Registry on 12.01.2016 (referred to herein as the ''Draft Terms of the Cross-Border Merger''). You can retrieve a copy of the Draft Terms of the Cross-Border Merger from the following websites: www.elval.gr; www.viohalco.com. Unless the context requires otherwise, words and expressions defined in the Draft Terms of the Cross-Border Merger have the same meaning in this letter.
17 February 2016
Dear Sir or Madam,
On December 4, 2015 Viohalco S.A. together with the Elval Holdings S.A. commenced the process of a cross-border merger whereby Viohalco S.A. will absorb, inter alia, Elval Holdings S.A. and the shareholders of Elval Holdings S.A. will receive one share in Viohalco S.A. for every 1.29243192046551 held in Elval Holdings S.A. (referred to herein the "Exchange Ratio"). If the required corporate approvals are received, it is expected that the cross border merger will be completed on February 26, 2016. If you wish to receive the shares in Viohalco S.A. through a different custodian than the Hellenic Central Securities Depository
(referred to herein as the "AthexCSD"), you will need to complete this form.
If on the date of completion of the merger you own shares in Viohalco S.A. and you do not duly complete and submit this form by February 29, 2016 (referred to herein as the "Election Period") or if the shares in Elval Holdings S.A. are subject to any encumbrances (as the latter are described within the Draft Terms of the Cross-Border Merger) you will receive the shares in Viohalco S.A. that correspond to your shares in Elval Holdings S.A. through your existing DSS account with the AthexCSD.
How do I make an election, within the Election Period, to receive shares in Viohalco S.A. through ING Belgium S.A./N.V. acting as a custodian, i.e. not through AthexCSD?
To make an election to receive shares in Viohalco S.A. through ING Belgium S.A./N.V (referred to herein as the "ING") instead of AthexCSD, you will need to complete and sign the enclosed declaration of election and return it together with any required documentation to your Dematerialized Settlement System Account Operator (referred to herein as the "DSS Account Operator") prior to the expiration of the Election Period. By signing and submitting the declaration of election to your DSS Account Operator, you will be deemed to irrevocably authorize and instruct your DSS Account Operator, among other things, (a) to take delivery of the shares which will be credited to the securities account you have selected; (b) to deliver a copy of the declaration of election or send an electronic message to AthexCSD, ING or any other
agent (if so required by any of them); and (c) to take any other step and do any other thing which may be necessary or advisable to deliver the shares of Viohalco S.A. to you.
The deadline to submit your declaration of election 20:00 p.m., Athens time expires on February 29, 2016. Only a whole number of Viohalco S.A. shares may be received by you pursuant to the completion and submission of the enclosed declaration of election. The election may not extend to fractional rights to the shares of Viohalco S.A. In relation to fractional rights to the shares of Viohalco S.A., please refer to paragraph 6c of the Draft Terms of the Cross-Border Merger.
No encumbrances must exist over your shares subject to the exchange in order for the declaration of election to be taken into account. You must ensure that your DSS Account Operator receives your instructions and any required documentation, or instruct your nominee to submit your instructions and any required documentation to its DSS Account Operator, prior to such time. Your DSS Account Operator will then provide all relevant information to AthexCSD, ING and Viohalco S.A., as required by applicable law and regulations.
EnquiriesThis letter should be read in conjunction with the Draft Terms of the Cross-Border Merger, the enclosed declaration of election and the announcements that have or will be published by Viohalco S.A. and Elval Holdings S.A. If you would like to obtain a further copy of these documents, or have any questions relating to the election, please contact Mrs. Sofia Zairi (tel. no.:+30 210 68.61.111), at the telephone numbers set out below.
Declaration of Election
to receive, for each 1.29243192046551 shares of
Elval Holdings Société AnonymeOne (1) new share of
Viohalco Société Anonymethrough a custodian other than AthexCSD
THIS DECLARATION OF ELECTION CAN BE SUBMITTED AT ANY TIME FROM FEBRUARY 18, 2016 UNTIL FEBRUARY 29, 2016 20:00 P.M., ATHENS TIME.
This Declaration must be transmitted to your broker, dealer, commercial bank, trust company or other nominee that is an operator (a ''DSS Account Operator'') in the Greek dematerialized settlement system (the ''DSS'').
All elections pursuant to this Declaration are irrevocable.
You must complete any additional information that may be requested by your financial intermediary.Terms used in this Declaration shall have the same meaning as in the Draft Terms of the Cross-Border Merger.
This Declaration is submitted for the benefit of:
Your DSS Account Operator;
ING Belgium S.A./N.V ("ING");
Hellenic Central Securities Depository S.A. ("AthexCSD"); and
Viohalco Société Anonyme
ELVAL - Hellenic Aluminium Industry SA issued this content on 17 February 2016 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 17 February 2016 17:02:21 UTC
Original Document: http://www.elval.gr/files/IR/Information_Note/2016_02_17_Election_Form_eng.pdf
