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Viohalco S.A. AGM Information 2015

Jul 10, 2015

4023_iss_2015-07-10_bfc7122c-22c3-4697-8bae-d968dc64d70c.pdf

AGM Information

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PRESS RELEASE OF VIOHALCO SA

Brussels, 10 July 2015

The enclosed information constitutes regulated information as defined in the Law of 2 August 2002 and the Belgian Royal Decree of 14 November 2007 regarding the duties of issuers of financial instruments which have been admitted for trading on a regulated market.

Results of the extraordinary shareholders' meeting of 10 July 2015

On July 10th, 2015 the extraordinary general meeting of the shareholders of Viohalco approved the cross-border merger by absorption by Viohaco SA (« Viohalco ») of the public limited liability company under Greek law named SIDENOR HOLDINGS S.A. (« Sidenor »).

As a result of the cross-border merger, all elements of assets and liabilities of Sidenor, will be transferred to Viohalco at their book value on 31 December 2014 and all operations of Sidenor carried out as from 1 January 2015, will be considered, for accounting and tax purposes, as carried out for the account of Viohalco.

As a consideration for the transfer of the assets and liabilities of Sidenor, the extraordinary shareholders' meeting decided to increase the capital of Viohalco with an amount of € 12,669,660.51, to bring the capital from € 104,996, 194.19 to € 117, 665, 854.70. Upon realisation of such capital increase, 13,553,338 new shares of Viohalco will be created and allocated, without cash surplus, to the shareholders of Sidenor (with the exception of Viohalco) in exchange for their Sidenor shares. This corresponds to an exchange ratio of one Viohalco share for 2.28000002656172 Sidenor shares.

The cross-border Merger will be effective on the date on which the Belgian public notary competent to verify the legality conditions of the cross-border merger (i) will have received from the Greek Ministry of Economy, Infrastructure, Marine & Tourism the pre-merger certificate conclusively attesting the adequate realisation of the acts and formalities preliminary to the merger applicable pursuant to Greek, and (ii) after receipt of such premerger certificate, will have established that the Cross-border Merger is realised.

About Viohalco

Viohalco SA is the holding company of various metal processing companies in Europe, based in Belgium. With production facilities in Greece, Bulgaria, Romania, Russia, FYROM and the United Kingdom, Viohalco's subsidiaries specialise in the manufacture of aluminium, copper and cables, and steel and steel pipes products, generating an annual revenue of EUR 2.9 billion. In addition, Viohalco and its companies own substantial real estate properties in Greece and have redeveloped some of its properties as real estate development projects. For more information about our company, please visit our website at www.viohalco.com