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Hellenic Cables S.A. "Hellenic Cables Industry S.A."

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Hellenic Cables S.A. HELLENIC CABLES S.A. "HELLENIC CABLES INDUSTRY S.A." Report on the Market Value of the transferred assets and liabilities based on the Statement of Financial Position as at 31 December 2015 based on the provisions of article 52 of Law 4172/2013 DFK P AUDIT S.A. Certified Public Accountants and Business Advisors 4 Vas. Sofias & 153 Kifissias Ave., GR-151 24 Marousi Tel.: +30 (210) 7249302, Fax: +30 (210) 7212075 Greek ICPA (SOEL) Reg. No.: 163 Reg. No. in Accounting Standardisation and Auditing Committee (ELTE):031 www.pdaudit.gr HELLENIC CABLES SA Report on the Market Value of the transferred Assets and Liabilities based on the Statement of Financial Position as at 31 December 2015. Table of contents 1 Mission, purpose and extent of project 3 2 Establishment, term and registered office of the Contributor 4 3 Purpose of the Contributor 4 4 Shareholders - Share Capital of the Contributor 5 5 Management - Representation of the Contributor 5 6 Description of the Contributing Industry 5 6.1 Description of the Manufacturing Process per Factory 6 6.2 Description of the Industrial Products Manufactured 10 7 Description of Contributed Part of Commercial Sector 11 8 Approach to project and audit procedures 12 9 Valuation method 13 10 Valuation methodology for the contributed assets and liabilities 14 11 Breakdown of Statement of Financial Position as at 31 December 2015 of the contributed sector (amounts in Euro) 15 11.1 Assets 15 11.2 Liabilities 31 11.3 Equity 37 12 Conclusion 40 13 Details of Acquirer 42 14 Exchange ratio of shares 43 ANNEXES I. Statement of Financial Position of contributed industrial sector and part of commercial sector on 31 December 2015 II. Financial Statements of Acquirer on 31 December 2015 III. Statement of machinery and means of transport IV. Letters of guarantee 2 DFK PD AUDIT S.A. Societe Anonyme of Certified Public Accountants and Business Advisors, full member of the network of DFK International, a cooperative of independent audit, accounting and consulting companies. HELLENIC CABLES SA Report on the Market Value of the transferred Assets and Liabilities based on the Statement of Financial Position as at 31 December 2015. To the Board of Directors of HELLENIC CABLES S.A.- HELLENIC CABLES INDUSTRY S.A. 33 Amarousiou - Halandriou GR-15125, Marousi 4 May 2016 Sirs, On order of the Board of Directors of "HELLENIC CABLES S.A. - HELLENIC CABLES INDUSTRY S.A." (the "Contributor" or the "Company", based on the relevant provisions of article 52 of Law 4172/2013 and the relevant articles of Codified Law 2190/1920, we prepared this report establishing the market value of the assets of the contributed industrial sector and part of the commercial sector of the Company based on the Statement of Financial Position as at 31 December 2015. 1 Mission, purpose and extent of project The Board of Directors of the Company, during its meeting on 31 March 2016, decided the commencement of a spin-off procedure concerning the industrial and part of the commercial sector to the wholly-owned subsidiary "SYMM.EP. HOLDINGS AND INVESTMENTS S.A." or "SYMM.EP. S.A." (the "Acquirer"), in accordance with the provisions of article 52 of Law 4172/2013 and the relevant provisions of Codified Law 2190/1920, based on the Statement of Financial Position as at 31 December 2015, which has been based on the Company's financial statements for 2015 which have been audited by other certified public accountants and have been published. In the context of this contribution of assets (industrial sector and part of commercial sector), Company’s Management commissioned DFK PD AUDIT S.A. and specifically the Certified Auditors Mr. Nikolaos Tsiboukas (Greek ICPA Reg. No.: 1715) and Mr. Apostolos Spoutis (Greek ICPA Reg. No.: 1692), to draw up a Report on the Market Value of the Assets of the contributed sector, based on Statement of Financial Position as at 31 December 2015 and article 52 of Law 4172/2013. It is noted that: - This task did not consider and did not intend to consider whether the decision to contribute the Company's assets was correct or not. - The opinion expressed on the proposed terms of sector contribution was based on financial statements and information provided to us by the Company, which we deemed to be accurate and full. - Company’s Management is responsible for the preparation and fair presentation of the Statement of the assets and liabilities to be transferred at market value. - The valuation of certain assets was carried out by third independent valuers on whose work we were based to specify the market value of such assets. 3 DFK PD AUDIT S.A. Societe Anonyme of Certified Public Accountants and Business Advisors, full member of the network of DFK International, a cooperative of independent audit, accounting and consulting companies. HELLENIC CABLES SA Report on the Market Value of the transferred Assets and Liabilities based on the Statement of Financial Position as at 31 December 2015. - The procedures carried out are not equivalent to an audit or a review pursuant to the International Standards on Auditing or the International Standards on Review Engagements and, therefore, we do not express any opinion or other type of assurance save those indicated in this Report. - The due diligence or tax audit regarding the companies' financials was not part of this task. This report replaces the report dated May 4, 2016 and it has been modified based on the provisions of law 4172/2013 which are applicable for the spin-off procedure, as discussed below. It is noted that the process of spin-off of Company's industrial sector and part of commercial sector will be based on the provisions of Article 52 of N.4172/2013. This Report will be used solely by Company’s Management for the purposes of contribution of Assets and Liabilities in the context of the provisions of Law 4172/2013 and should not be distributed or referred to in whole or in part for any other purpose. 2 Establishment, term and registered office of the Contributor Establishment: The Company was set up in 1973 under the name "HELLENIC CABLES S.A.- HELLENIC CABLES INDUSTRY S.A." Its incorporation and initial Articles of Association were published in Government Gazette/S.A. & LLC Bulletin 515/16-04-1973. The company is listed on the Athens Stock Exchange (ATHEX) and is part of VIOHALCO SA/NV Group. Its parent company is HALCOR S.A., which is also listed on the Athens Stock Exchange while the ultimate parent company VIOHALCO SA/NV is listed on Euronext Brussels, Belgium and has secondary listing on the Athens Stock Exchange. Registered office: The Municipality of Athens is set as registered office of the Company while its industrial premises are located in Thiva, Livadia and Oinofyta. The Company's offices are located at 33, Amarousiou-Halandriou St., Marousi. By decision of the Board of Directors, the Company may set up branches, agencies or offices anywhere in Greece or other countries. Term: The term of the Company is set at 75 years starting on the date (16 April 1973) the approval of the Company's Articles of Association by the competent government authority was published in S.A. and LLC Bulletin of the Government Gazette. The term of the Company may be extended by decision of the shareholders General Meeting. 3 Purpose of the Contributor The purpose of the Company is to manufacture, market and trade all types of cables as well as similar industrial products made of any metal or other raw material, and to participate in all types of entities carrying on any economic activity, whether be similar or different from the above, in Greece and abroad. 4 DFK PD AUDIT S.A. Societe Anonyme of Certified Public Accountants and Business Advisors, full member of the network of DFK International, a cooperative of independent audit, accounting and consulting companies. HELLENIC CABLES SA Report on the Market Value of the transferred Assets and Liabilities based on the Statement of Financial Position as at 31 December 2015. 4 Shareholders - Share Capital of the Contributor On 31 December 2015, the shareholding of the Company was as follows: Number of Shareholders Percentage shares Halcor S.A. Metal Processing 21,431,038 72.53% Other shareholders below 5% 8,115,322 27.47% Total 29,546,360 100% The direct and indirect holding of the ultimate parent VIOHALCO SA amounts to 74.48%. On 31 December 2015, the Company's Share Capital amounted to €20,977,915.60, was fully paid up and was divided in 29,546,360 ordinary registered shares with a nominal value of €0.71 each. 5 Management - Representation of the Contributor In accordance with the minutes of 31 August 2015, the Company's Board of Directors consists of the following persons: Ioannis Batsolas Chairman, Executive Member Konstantinos Laios Vice-chairman, non-executive member Ioannis Stavropoulos Executive member Alexios Alexiou Executive member Georgios Passas Executive member Andreas Katsanos Non-executive member Michail Diakogiannis Non-executive member Manuel Iraola Independent non-executive member Andreas Kyriazis Independent non-executive member Nikolaos Galetas Independent non-executive member Iakovos Georganas Non-executive member Emanouil Nikolaidis Non-executive member The term of office of the above Board of Directors, in accordance with the aforementioned minutes of the BoD, shall expire on 30 June 2016. 6 Description of the Contributing Industry The contributing industry consists of the three Company's manufacturing factories which are involved in the production of telecommunications and energy cables, and copper and aluminium conductors, in addition to participating by 100% in subsidiaries also involved in a similar production activity, and reinforce the operative autonomy of the above manufacturing factories, constituting all together an integral operational unit.
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