Demetra Holdings Plc

Share Issue/Capital Change • Jun 22, 2018

DEMETRA INVESTMENTS

22 June 2018

Announcement: Agreement with Hellenic Bank Public Company Ltd

Further to our announcement of 19 June 2018 regarding the above and on recommendation of the Securities and Exchange Commission, we hereby make the following supplementary announcement in order to fully inform shareholders and investors in general:

• 1. In the framework of the proposed increase in the share capital of Hellenic Bank Public Company Ltd ("HB") of €150 million through the exercise of the existing pre-emption rights, Demetra has signed a share subscription agreement ("Agreement") with HB for the amount of €72.28 million.
• 1. The Agreement provides the following:
• (a) Demetra undertakes to exercise its pre-emption rights on a pro rata basis during the first round of the offer to all the shareholders. Demetra currently holds 10.05% of HB's share capital.
• (b) To the extent that the holders of pre-emption rights do not exercise these rights, HB shall have the obligation to allocate to Demetra, on a priority basis, such number of shares as are necessary for Demetra to have a total shareholding of at least 20.1% on completion of the capital increase (provided there is a sufficient number of undisposed shares - if not, Demetra's shareholding will be less than 20.1%).
• (c) Thereafter, if there are enough shares not subscribed for after the issue of the preemption rights, these can be allocated to Demetra at the discretion of HB, up to the total amount of €72.28 million.
• 1. Based on the Agreement, Demetra's total investment for the purchase of HB's shares could vary between €15.08 million and €72.28 million, depending on the extent to which the holders of pre-emption rights will exercise their respective rights. Accordingly, the percentage of HB's share capital held by Demetra could vary between 10.05% and 29.85%.
• 1. Demetra will cover the exercise of the pre-emption rights allocated to it under the Agreement as follows, in order of priority:
• (a) From cash and cash equivalents amounting to €40 million.

• (b) From banking facilities of up to €13 million, if necessary, as agreed with a banking institution in Cyprus.

• (c) From a loan of up to €20 million from Logicom Public Ltd, if necessary, on terms agreed at arm's length.

• 1. The Board of Directors of Demetra has decided to approve the above in the sole interest of the company.

Dr. Nicos Michaelas Managing Director For and on behalf of Demetra Investments Public Ltd