Hellenic Cables S A : September 26, 2016Common draft terms of cross-border merger

CEN ERG Y HOLDl NGS

Avenue Marnix 30

1000 Brussels (Belgium)

0649.991 .654 R I .E (Brussels)

CORINTII Pl l'F:VOIU(S HOLDI NGS S.A.

2-4 Mesogeion Ave.

Pyrgos Athinon, Bu i ld ing B

1 1 527 Athens (Greece)

G.li.M.l.: 000264701 000

HELLENIC CABLES S.A. HOLDI NGS

socmTE A NONYMfc 2-4 Mesogcion Ave.

Pyrgos Athinon, Build ing B

1 1527 Athens (Greece)

G.E.M.l.: 000281701000

Cm1MON DRA FT TERMS OF CIWSS-llOllllER M ERG ER

I. CONTEXT

These com mon d raft terms of cross-border merger (the Merger Terms) have been prepared joint ly by t he Board of Di rectors of t he companies Ccncrgy Hold ings SA, Corinth Pipcworks Hold ings S.A., 1-lcllcnic Cables S.A. If old ings Societe Anonyme in accordance with art icle 772/6 of t he Belgian Companies Code (the BCq and t he Greek Law 3777/2009 in cmliunction with articles 68, §2 and 69 to 77a of t he Greek Cod i fied Law 2190/1920.1

These tforger Terms are made i n the context of a t ransact ion whereby it is contemplated that Cencrgy Hold ings SA, a l im ited liability company (socihe a11011y111e / 11aa111/oze ve1111ootsclwp) incorporated under Belgia n law (hercinaficr referred to as the Absorbing Company), will absorb by way of a cross-border merger (the Cross-Border Merger or the Tmtts11ctio11 ):

1. Corinth Pipcworks Hold ings S.A., a l imited l iabi l ity company by shares (AwhV l!/W' Erwpfo) incmporatcd under Greek law, with registered office al 2-4 Mcsogcion Ave., Pyrgos Athinon, Build ing B, 1 1527 A thens, Greece and registered i n the General Commercial Registry (G.E.M.1.) u nder number 000264701 000 (hcrcinaficr referred to as First Absorbed Company);

2. 1-!cllcnic Cables S.A. Hold i ngs Socictc A nonymc, a limited l iabi l i ty company by shares (Avrbvvpo,· lirwpfo) incorporated u nder Greek law, wit h registered office at 2-4 Mesogeion Avc., Pyrgos Athi non, Build ing B, · 1 1527 Athens, Greece and registered in t he General Com mercial Registry (G.E.M.I.) under number 000281 70 I 000 (herei na ficr referred to as Second Absorbed Co111p1111y and together with the First Absorbed Company

the Absorbed Companies).

The Absorbi ng Compa ny is a hold ing com pany and a member of a group of companies (the Viohalco Group) engaged in t he sectors of steel, copper and alumini u m prod uct ion, processi ng and trade and controlled by Y iohalco SA ( Vioha/co), a Belgian company l isted on Euronext Brussels ( H11ro11ext ) and the Athrns Stock Exchange (the Atltex ). The Absorbing Company is not l isted on any stock excha nge as at the da te of t hese Merger Terms. It is intended that its

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shares wil l be admitted to l isting on Euronext and the A t hcx pri or to the shareholders meet i ngs approvi ng the Cross-Border Merger.

The Fi rst Absorbed Company is a d irect subsid iary or Vioha lco and t he hold ing company of t he Corinth Pipcworks group of companies which is a world class ma nufact urer or high qua l ity steel pipes used to transport oil, gas and wa ter, to ca rry C02 and slu rry, and is also in vol ved in the construct ion sector. Its shares arc l isted 011 the At hcx.

The Second A bsorbed Compa ny is an i ndi rect subsid ia ry of Vioha lco and the hold ing company of the llcllcn ic Cables grou p of companies, which is engaged i n the prod uction and marketing of po,ver and tclccon11nunications cables rro1n loV voltage up to extra-high voltage anundertakes the implementat ion of projects for cabl e systems' supply and i nsta llat ion. Its shares are also l isted on the At hex.

These Merger Terms set out the terms and cond it ions of the contemplated Cross-Border Merger.

2. 'ROCEIHIRE A ND EFVECTIVE DATE

These Merger Terms will be submitted to t he respect i ve shareholders' meetings of t he A bsorbi ng Compa ny and the Absorbed Compa nies (together, the M erging Companies) for thei r approva l pu rsua nt to art icle 77211 1 of t he llCC and art icle 7 of the Greek Law 3777/2009 i n conjunction with article 72 of the Greek Cod ified Law 2190/ 1920 and the respect ive provisions of the art icles of associat ion of the Mergi ng Companies.

The Boa rds of Directors of the A bsorbing Com pany and the A bsorbed Companies shall provide a l l infrmnat ion which is req uired pursuant to applicable lega l and statutory provisions and do all t hat is necessary to complete the Crnss-Bordcr Merger i n accorda nce with the cond it ions and terms of these Merger Terms.

Subject to paragra ph 9 below, the Cross-Border Merger will take cffoct on the date on which the designated notary in Belgiu m competent to scrut i nise the legality of the Cross-Border Mergers

(i) sha ll have recei ved from the Greek Minist ry of Economy, Development & Tourism the cert ificate co11cl usivcly attest ing the proper completion of t he relevant pre-merger acts and forma l it ies u nder Greek law (the Pre--Merger Certificate), and (i i) tiu1hcr to the recei pt or such Pre-Merger Cert ificate, shall have cert ified tha t the Cross-Border Merger is completed.

These Merger Terms will be filed as follows:

(i) in Belgiu m, i n accordance wit h art icle 77217 of the HCC, the Merger Terms wi ll be filed wit h the registry of the Com mercial Cou11 of Brussels and published in the Annexes to the Belgian State Gazette at least six weeks before a decision on the proposed Cross­ Bordcr Merger can be taken at t he respect ive shareholders' meet ings of the Absorbing Company and the Absorbed Companies.

(ii) in Greece, in accorda nce with art icle 4 of the Greek Law 3777/2009, the Merger Terms wi ll be filed with the Genera l Commercial Registry (G.E.M.l.) of the Ministry of Economy, Development & Tourism i n Greece at least one month befbre a decision on the proposed Cross-Border Merger can be taken at the shareholders' meet ing of the A bsorbed Companies and such filing will be publ ished on t he website of G.E.M I i n accordance with Greek law.

·rhc.se P.1crgcr ·rcnns sha ll also be ,nadc ava i la bl e in due cour:-.e on t he \'cbsites of the ivlcrging (:o,npan i cs.

1. EFFECT OF TIIE CROSS-BORDER M ERG ER

   As a result of the Cross-Border Merger, the Absorbi ng Company shall acquire a ll assets and liabi lit ies of t he A bsorbed Cornpanics by way of a uni versal transfer and wi ll automat ica lly subst itute the A bsorbed Compan ies i n a l l t hei r legal rights and obligat ions. The A bsorbed Companies wi ll be d issol ved wi thout l iq u i dat i on.

   ·rhc ;hsorhing c:on1pany has a (Jreck branch under t he trade natnc "(;energy 1-lold ings Circck Bra nch", wi th registered scat al 2-4 Mcsogcion A ve., Pyrgos Ath i non, Build ing B, 1 1 527, Athens, Greece, registered i n the General Commercia l Registry (G.E.M.l.) of the Athens Charnbcr of Comrncrce and I nd ustry u nder no. 1400 I 160100 I (the Greek Branch). Coneornitantly to the Cross-Border Merger becorning cf'lcct i vc, the Absorbi ng Company shall allocate t he asset.s and liabi lit ies of the A bsorbed Cornpan ics to the Greek Branch i n accordance with m1icles I , 4 and S of the Greek Law 2578/1 998.

2. f llENTIFICATION OF TH E MERG ING COM PA N IES

3. Absorbing Co111pr111y

   The A bsorbi ng Compa ny is a l imited l iabi l ity company (sociI 11awnlooe vennootsclu-11>) incorporated under l)clgian la,v, Vith registered office at avenue Marni x 30, I 000 Brussels and registered i n t he Crossroads Bank for Enterprises unde r n um ber 0649.991.654 RLE (Brussels).

   It is contemplated that the shares of t he A bsorbing Compa ny wi ll be admitted on Eu ronext, as its prinHHJ' listing, and on the Athcx 1 as a secondary listing, prior to the respective shareholders) meet ings of t he Absorbed Cornpan ics for the approval of t he Cross-Border Merger, so !hat the shareholders of the Absorbed Companies sha ll recei ve shares of a company l isted on regulated niarkets in the European l.J n i on i n cxehangc for their shares in the Absorbt'd c:o,npanics.

   According to art icle 2 of the aiiiclcs of associat ion of the Absorbing Company, its corporntc pu rpose is as follows:

   "2.I. 71wpurpose of /lie Company is:

4. to /Joiartici1,atio11s in tUJJ' con111anies or entities, H,hetl,er /lelgian or .flJrei,i!,11, to acquire h)' J)UrGhase, subscriJ)fion or olherH:ise anti tran,tth)1 sale, exchange or otherwise, s11ch parlicipatio11s, and lo mfmage such parlicipalio11s; and

   (b) lofinance a11y companies or enlilies in ivhich it hold, a par1icipatio11 or wilh which ii is f!011iated, i11c/11di11g through /he gra11ling of lom1s, security i11/eresls, g11ara11/ees or by any olher Wf{J'.

   2.2. The Company may cal'IJ' out any wm11wrcial, i11d11slrial, Ji11a11cia/, real es/ate or i111e//ec/11al property /ra11sactio11s, make (Ill)' 'i11ves/111e11/, acq11isilio11 or di.,posa/, or pe1:form any olher aclivily, Iha/ it deems use/iii .fi,r /he achieveme11/ !his p11111ose, ill Belgium and i11 any other co11111I J 1• "

5. Absorbed Companie.,·

6. The First Absorbed Company is a l im ited l iabil ity company by shares (Avfhvv1wr; Erwpiu) incorporated u nder Greek Jaw and l isted on the Athex, with registered office at 2-4 Mesogcion A ve., l'yrgos At h inon, Build ing B, 1 1 527, Athens, Greece and registered in the General

   C:omn,c.rcia l Registry (U.E.M.I.) of t he ivl i nistry or Economy, Developmen t & Tour ism u nder

   n u m ber 00026•170 I 000.

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   According lo al'!icle 3 of the articles of' associ:f inn ol lhc First 1bsorbcd C 'o,npnny. its corporat e

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   "a) /he acq11isilio11 and di.1posal, by any means, of participations in co111pm1ies and legal entities eco1101nic activi()i, ( 'reek or .forcip,11, the holcling anti ,nanage,nent uf such participations.
7. the financin f.! · h_p an.J' nu'o.•Js, (!l the conlJH111ies a,uf /e al entities in Vhich it JH1J' / ic..·1jHlfes.
8. the e11gage111e11t in onJ' kind qj' econon1ic, con11nercial t is Veil a.' ,[ anJ' invest,ncnt
Vhich services, bJ 1 au;, 111e(u1s, its corJJOrale JJIII JJose. "

9. The Second Absorbed Com pany is a l im ited l iability company by shares ( Awovvpor Erwpfo) incorporated u nder Greek law, wi th registered ol1ice at 2-4 i'v!csogcion Ave., Pyrgos Athinon, Bu ild ing ll, 1 1527, Athens, Greece and registered i n t he General Com mercia l Registry (G.E.M.l.) u nder num ber 000281 70 I 000.

Accord ing to art icle 4 of the a,ticles of associat ion of the Second Absorbed Com pany, its corporate pu rpose is as follows:

"a) the acquisition and cli.JHJ,Yal, hy any 1nea11s, i!/ particiJHllio11s in co11111a11ies an(/ legal entities and eco1101nic activity, ( ire('k ur J(>rei}!,11, the ho!tU np_ and 1na1u1µe1nc11I

,!( such parlicipatio11s.

b) thejimmci11g. hy any means. r!f the ,·0111pa11ies and legal en/ities in which if participates.

c) the engage111e11t in OJI)) kine! c?f eco1101nic, ( .·onnnercia/ one/ inclustrial uct ivif;,, inclucling the cleveloJJJne111 rf real estate ancl iutellectual Jn·o1,ert;1 rights as H' ell us invest111ent H1hich services, bJ 1 an.v 111eans, its cor11orate JJUl'fJo.,·c. "

10. EXCIIA NGI': R ATIOS

S. J Share capital of the Merging Co111p1111ies

5. I. I Absorbing Company

The share capital of the Absorbi ng Compa ny amou nts to EU R 61 ,500 and is divided into 61 5 shares wit hout nom i nal va lue. The Absorbi ng Company has only one class of shares. All shares currently outstand ing arc in registered form, and arc freely tra nsferable and l'u lly paid u p.

At the Slrnrcholders' Meeting of lhe Absorbing Company which sha ll approve the Cross-Border Merger or at any other Shareholders' Meeting to be held before such meet i ng, it is intended t hat, with clfoct immediately prior to the Cross-Border Mc.-ger becomi ng effect ive, the shares of the Absorbi ng Company will be split by a factor of 44, result ing i n the number of shares of the Absor bi ng Com pa ny bei ng increased from t he current nu mber of 61 5 shares to 27,060 shares.

5.1.2 Absorbed Companies

The share capital of the First Absorbed Com pa ny amou nts to EU R 96,852,756.78 and is divided into 124,1 70,201 com mon registered shares with a nomi nal value of EU R 0.78 each. The First Absorbed Compa ny has on ly one class of shares. , II such shares are i n dematcrialised form and arc freely transferable and fully paid up.

The share capita l of the Second A bsorbed Company amou n ts to EU R 20,977,91 5.60 and is d ivided i nto 29,546,360 common registered sha res wi th a nom i na l val ue of mm 0.71 each. The

Second Absorbed C1n1 pany has only one class or shnrcs. A.II such shares nrc in dc1nntcriali.scd

form and arc freely t ra nsfera ble and f"u l ly pa id up