Transaction Services

Report of the common expert

13 October 2016

Report of the common expert on the cross-border merger by absorption of Corinth Pipeworks

Holdings S.A. and Hellenic Cables S.A. Holdings Société Anonyme by Cenergy Holdings SA

In accordance with article 772/9 of the Belgian Companies Code, article 68-77 of the Codified Greek Law 2190/1920 and article 6 of Greek Law 3777/2009

STRICTLY CONFIDENTIAL

Dear Shareholders,

In accordance with the terms of our engagement letter dated 5 September 2016, we are pleased to enclose our report that sets our "fairness" opinion -a declaration with regard to the reasonableness and relevance - on the share exchange ratios (the "Ratios") and an opinion on the appropriateness of the valuation methodologies ("Methodologies") adopted by the Board of Directors ("Board(s)") in relation to the intended cross-border merger ("Cross-Border Merger") of the following entities:

  • Cenergy Holdings NV/SA, a limited liability company incorporated under the laws of Belgium, with registered office at 30 Marnixlaan, B-1000 Brussels and having the registration number BE 0649.991.654, acting as absorbing company in the context of the cross-border merger (the "Absorbing Company" or "Cenergy");

  • Corinth Pipeworks Holdings S.A. ("Corinth Pipeworks"), a limited liability company by shares incorporated under Greek law, with registered office at 2-4 Mesogeion, Pyrgos Athinon, 11527 Athens, Greece and registered in the General Commercial Registry under number 000264701000, acting as absorbed entity. We note that 33 Amaroussiou-Halandriou, 15125 Maroussi, Greece is included in Corinth Pipeworks' company profile on the Athens Stock Exchange.;

  • Hellenic Cables S.A. Holdings Société Anonyme ("Hellenic Cables"), a limited liability company by shares incorporated under Greek law, with registered office at 2-4 Mesogeion, Pyrgos Athinon, 11527 Athens, Greece and registered in the General Commercial Registry under number 000281701000, acting as absorbed entity. We note that 33 Amaroussiou-Halandriou, 15125 Maroussi, Greece is included in Hellenic Cables' company profile on the Athens Stock Exchange.

    The three entities together will be referred in this report as the "Merging Companies". The two absorbed entities will be called the "Absorbed Companies". Purpose of review and restrictions on use

    Our work - solely related to the Ratios and the Methodologies - was conducted in accordance with the terms of our engagement letter dated 5 September 2016 in connection with the planned Cross-Border Merger and may not be used for any other purposes. Our report will only be for the benefit of and is exclusively to be used for information purposes by Viohalco SA/NV

    - as ultimate parent undertaking - ("Viohalco"), Cenergy, Corinth Pipeworks and Hellenic Cables and their advisors in connection with the planned Cross-Border Merger and may therefore not be used for any other purpose, except for the situations as foreseen in article 772/9 §1 of the Belgian Companies Code ("BCC"), article 68 §2 and 69-77a of the Codified Greek Law 2190/1920 and article 6 of the Greek Laws 3777/2009 ("G-Laws"). We hereby recognize and consent that our report may be published in its entirety on the websites of the Merging Companies and will be made available in accordance with BCC or G-Laws.

    Our report - including this letter - may not be made available, copied, referred to, distributed, disclosed or otherwise communicated to any other party in whatever form, save that it may be disclosed (without our prior approval) to any person to whom disclosure is required to be made by applicable law or court order or pursuant to the rules or regulations of any supervisory or regulatory body or in connection with any judicial proceedings. Should you however wish to use it for any other purpose, an upfront written approval for that purpose needs to be obtained from us.

    The terms of reference for this engagement have been established between Cenergy and Mazars and Mazars will not accept any responsibility to any other party to whom the report may be shown used by or who may acquire a copy of the report.

    Scope of work and limitations

    Our work has been conducted on the basis of the information - for which we did not seek in any case for a confirmation or otherwise with regard to the authenticity, legally binding character or their enforceability - provided by Viohalco, the Merging Companies or its advisors, where a particular attention has been paid to the following:

  • Cognizance of the assumptions used in the setup of the business plans and analysis of the transformation of these assumptions to the financial plans used to determine enterprise values of the Merging Companies (including their subsidiaries)

  • Cognizance of the business plans - as well operational as financial - and comparisons to the actual realized performance, reconciled to audited or reviewed financial statements of the Merging Companies and their subsidiaries if considered significant

  • Cognizance of the corporate issues of the Merging Companies

  • Review of the mechanical and mathematical work out of the business plans

  • Analysis of the Ratios proposed by the Boards of the Merging Companies and review of the considerations adopted

Our works do not, in any way, involve the giving of advice or recommendations to any of the Merging Companies or their Boards or shareholders or the advisors of Viohalco or the Merging Companies as to whether or not to proceed with the Cross-Border Merger.

We want to stress that the valuations largely depend on the projected results of the Merging Companies and their subsidiaries, themselves based on assumptions adopted. Although we assessed these projections and assumptions, we do not express any opinion with regard to the projections or the assumptions themselves or the enterprise values that result from them. The enterprise values as determined by the Merging Companies remain thus the full and exclusive responsibility of the Merging Companies' management and Boards.

The procedures that we have put in place are less than the scope of an audit or a limited review and therefore cannot be relied upon to identify all matters of significance relating to the Cross-Border Merger. Accordingly, we did not assess the quality of internal control, nor carried out confirmation procedures (clients, suppliers, banks, lawyers, etc). Our engagement cannot be relied upon to disclose all matters of eventual fraud or other illegal acts that may exist. Nevertheless, we can inform you that no fraud or other illegal act have been communicated to us. Due to these limitations, the risk that significant errors are not identified cannot be eliminated. Consequently, we cannot accept any liability whatsoever for not detecting fraud whether by management or by external parties or in case of misrepresentation by the management of the Merging Companies.

Yours faithfully,

Mazars Advisory Services BVBA Dirk STRAGIER

Mazars Partner

Table of contents

TERMS & ABBREVIATIONS USED 5

  1. EXECUTIVE SUMMARY 7

  2. CROSS-BORDER MERGER ERROR! BOOKMARK NOT DEFINED.

    1. Sources of information 12

    2. Cross-Border Merger overview 13

    3. Identification of the Merging Companies 15

      1. DETERMINATION OF THE RATIOS 18

        1. Valuation Methods 19

        2. Exchange ratios 25

          1. DILIGENCES EXECUTED 28

            1. Diligences executed 29

              1. CONCLUSION 31

              2. ANNEXES 35

                1. Cenergy Holdings SA - (Unaudited) Statement of financial position per 31 July 2016 35

                2. Corinth Pipeworks Holdings S.A. - (Unaudited) Statement of financial position per 31 July 2016 36

          Hellenic Cables SA published this content on 18 October 2016 and is solely responsible for the information contained herein.
          Distributed by Public, unedited and unaltered, on 18 October 2016 15:23:03 UTC.

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