Hellenic Cables S A : October 20, 2016Summary of Merger Terms

CENERGY HOLDINGS Avenue Marnix 30 1000 Brussels (Belgium) 0649.991.654 RLE (Brussels)
CORINTH PIPEWORKS HOLDINGS S.A. 2-4 Mesogeion Ave. Pyrgos Athinon, Building B 11527 Athens (Greece) G.E.M.I.: 000264701000	HELLENIC CABLES S.A. HOLDINGS SOCIETE ANONYME 2-4 Mesogeion Ave. Pyrgos Athinon, Building B 11527 Athens (Greece) G.E.M.I.: 000281701000

ANNOUNCEMENT SUMMARY OF THE COMMON DRAFT TERMS OF CROSS BORDER MERGER THROUGH THE ABSORPTION OF THE GREEK SOCIETE ANONYMES UNDER THE TRADE NAMES "CORINTH PIPEWORKS HOLDINGS S.A." AND "HELLENIC CABLES S.A. HOLDINGS SOCIETE ANONYME" BY THE BELGIAN SOCIETE ANONYME UNDER THE TRADE NAME "CENERGY HOLDINGS SA"

The Boards of Directors of the Belgian Societe Anonyme under the trade name "CENERGY HOLDINGS SA", with registered seat in Brussels, Avenue Marnix 30, 1000 and registered in the Crossroads Bank for Enterprises under number 0649.991.654 RLE (Brussels) (hereinafter the Absorbing Company) and of the Greek Societe Anonymes under the trade names "CORINTH PIPEWORKS HOLDINGS S.A." and "HELLENIC CABLES S.A. HOLDINGS SOCIETE

ANONYME", with registered seat at 2-4 Mesogeion Ave., Pyrgos Athinon, Building B, 11527 Athens, Greece and registered in the General Commercial Registry (G.E.M.I.) under numbers 000264701000 and 000281701000 respectively (hereinafter the First Absorbed Company and the Second Absorbed Company respectively and together the Absorbed Companies) announce that in accordance with article 772/6 of the Belgian Companies Code (the BCC) and the Greek Law 3777/2009 in conjunction with articles 68, §2 and 69 to 77a of the Greek Codified Law 2190/1920, they have signed on 26/09/2016 the Common Draft Terms of Cross-Border Merger, by virtue of which the above companies will merge through the absorption of the Absorbed Companies by the Absorbing Company. The above Common Draft Terms of Cross-Border Merger have been subject to the publication formalities of the Belgian Companies Code and Greek law 3777/2009.

The Common Draft Terms of Cross-Border Merger is subject to the approval of the General Assemblies of the shareholders of the merging companies and the fulfillment of all the formalities required by applicable law. The summary of the Common Draft Terms of Cross- Border Merger is as follows:

1. The Cross-Border Merger shall be implemented in accordance with the provisions of the Directive 2005/56/EC of the European Parliament and of the Council of 26 October 2005, Greek law 3777/2009 in conjunction with the provisions of Codified Law 2190/1920 and articles 772/1 and following of the Belgian Companies Code (BCC). The conditions of the Cross-Border Merger have been defined on the basis of the interim financial statements of the Absorbing Company and the Absorbed Companies (hereinafter together "the Merging Companies") as at 31 July 2016.

2. As a result of the Cross-Border Merger, the Absorbing Company shall acquire all assets and liabilities of the Absorbed Companies by way of a universal transfer and will substitute automatically the Absorbed Companies in all their legal rights and obligations. The Absorbed Companies will be dissolved without liquidation. Concomitantly to the Cross-Border Merger becoming effective, the Absorbing Company shall allocate the assets and liabilities of the Absorbed Companies to the branch that it maintains in Greece in accordance with articles 1, 4 and 5 of the Greek Law 2578/1998.

3. The share capital of the Absorbing Company amounts to EUR 61,500 and is divided into 615 shares without nominal value. At the Shareholders' Meeting of the Absorbing Company which shall approve the Cross-Border Merger or at any other Shareholders' Meeting to be held before such meeting, it is intended that, with effect immediately prior to the Cross- Border Merger becoming effective, the shares of the Absorbing Company will be split by a factor of 44, resulting in the number of shares of the Absorbing Company being increased from the current number of 615 shares to 27,060 shares.

   The share capital of the First Absorbed Company amounts to EUR 96,852,756.78 and is divided into 124,170,201 common registered shares with a nominal value of EUR 0.78 each. The share capital of the Second Absorbed Company amounts to EUR 20,977,915.60 and is divided into 29,546,360 common registered shares with a nominal value of EUR 0.71 each.

4. The value of the Absorbing Company has been determined on the basis of its net asset value. The Absorbed Companies are both holding companies, listed on the Athex. For the purpose of their valuation and the determination of the respective share exchange ratios, the following valuation methods have been used for each of the Absorbed Companies:

5. the discounted cash flow (DCF) method, as the method to be used for the main companies in which the Absorbed Companies hold participations and the adjusted net asset value method as the method to be used for the valuation of those companies in which the Absorbed Companies hold participations which are less significant in size; and

6. the stock market analysis method.

On the basis of the valuation methods used for each of the Merging Companies, the respective values of the Merging Companies as at 31 July 2016 are set for the purpose of the Cross-Border Merger by the Boards of Directors of the relevant Merging Companies at the following levels:

• the value of the Absorbing Company is set at EUR 52,302.4038593608;

• the value of the First Absorbed Company is set at EUR 240,000,000; and

• the value of the Second Absorbed Company is set at EUR 127,500,001.389222.

  Taking into account the above values for the Merging Companies and the current number of outstanding shares in each company, the value of the shares of each Merging Company is as follows:

  • each share of the Absorbing Company (after the stock split provided above) has a value of EUR 1,93283088911163;

  • each share of the First Absorbed Company has a value of EUR 1,93283088911163; and

  • each share of the Second Absorbed Company has a value of EUR 4,315252416515.

7. The proposed share exchange ratios between the Absorbing Company and each of the Absorbed Companies is set as follows:

   • in relation to the First Absorbed Company, the proposed share exchange ratio is set at 1:1, i.e. it is proposed that the shareholders of the First Absorbed Company exchange one of their shares in the First Absorbed Company for one new share in the Absorbing Company;

   • in relation to the Second Absorbed Company, the proposed share exchange ratio is set at 0,447906797228002:1, i.e. it is proposed that the shareholders of the Second Absorbed Company exchange 0,447906797228002 share in the Second Absorbed Company for one new share in the Absorbing Company.

     (each new share in the Absorbing Company issued to the shareholders of the Absorbed Companies in the context of the Cross-Border Merger being referred to as a New Share).

8. Since the exchange ratio in respect of the Second Absorbed Company does not allow to issue a whole number of New Shares to each one of the former shareholders of the Second Absorbed Company in exchange for their shares, such shareholders will receive a number of New Shares that is equal to the number of the shares they hold in the Second Absorbed Company, divided by 0,447906797228002, and rounded down to the closest whole number.

   To the extent the number of New Shares to which a shareholder of the Second Absorbed Company is entitled has been rounded down, the number of New Shares that cannot be delivered as a result of certain shareholders of the Second Absorbed Company being entitled to a fractional number of New Shares will be deposited on a collective account on behalf of all such shareholders in accordance with paragraph 8 (c) below. The shareholders being entitled to a fractional number of New Shares will then be allowed to sell such fractional rights or purchase such fractional rights in order to acquire the ownership of a whole number of New Shares, within a period of six months in accordance with the mechanism usually applied in such instances in Greece.

9. The Cross-Border Merger will result in a capital increase of the Absorbing Company by an amount of EUR 117,830,672.38 so as to increase the capital from its current amount of EUR 61,500 to EUR 117,892,172.38 through the issue of 190,135,621 New Shares to the shareholders of the Absorbed Companies and bring the total number of shares in the Absorbing Company to 190,162,681 shares, in accordance with the exchange ratios.

   After the completion of the Cross-Border Merger, the shareholding of the Absorbing Company will be split among the existing shareholders of the Merging Companies as follows:

   • 27,060 shares out of the total of 190,162,681 shares will be held by the existing shareholders of the Absorbing Company pre-merger;

   • 124,170,201 shares out of the total of 190,162,681 shares will be held by the existing shareholders of the First Absorbed Company pre-merger; and

   • 65,965,420 shares out of the total of 190,162,681 shares will be held by the existing shareholders of the Second Absorbed Company pre-merger.

10. The New Shares will be issued to the former shareholders of the Absorbed Companies in dematerialised form to the securities accounts of the former shareholders of the Absorbed Companies via Euroclear Belgium, the Belgian central securities depository, or via the Dematerialised Securities System (the DSS), the Greek central securities depository which is run by the Hellenic Central Securities Depository S.A. (the Athex CSD). Such issuance will take place as follows:

1. absent the filing of the form set out in paragraph (b) below, delivery of the New Shares will take place in the DSS accounts of the shareholders of the Absorbed Companies. Shareholders who wish to open a DSS account can appoint one or more members of the Athens Exchange (Athex) or custodian banks as authorised operators (the DSS operators) of their DSS account. All New Shares issued to the shareholders of the Absorbed Companies held in book-entry form through DSS are recorded in the DSS and all relevant transfers settled through DSS are monitored through the Investors Shares and Securities Accounts kept in DSS. The Athex CSD, as the administrator of DSS, will (directly or indirectly) maintain a position of such shares in a securities account with Euroclear Belgium which corresponds to the aggregate number of such shares held in book-entry form through DSS. In case any shares of the Absorbed Companies are subject to any encumbrances, delivery of the New Shares in exchange of such shares will only be made through Athex CSD and New Shares issued by the Absorbing Company to the shareholders of the Absorbed Companies will be subject to the same encumbrances. Encumbrance of a share means any right in rem over such share other than ownership, including but not limited to any usufruct, pledge, financial collateral or other security interest, and any attachment, order, judgment, act of judicial or administrative authority or other legal act of whatever nature restricting the exercise of the rights of the holder of such share and/or the ability of such holder to transfer or otherwise dispose of such share;

2. shareholders of the Absorbed Companies may opt to take delivery of the New Shares through ING Belgium SA/NV (ING). In order to do so, such shareholders are required to open a securities account with ING. In addition, such shareholders are required to fill in and sign the form that will be made available on the Absorbed Companies' websites in due course and to send such to the investor relations department of the Absorbing Company at the latest by the date that will be communicated by the Absorbed Companies. Forms which are received after such date, which are not fully filled in or contain errors, shall not be processed. Any forms pertaining to the delivery of any shares subject to encumbrances through ING shall not be processed. Encumbrance of a share means any right in rem over such share other than ownership, including but not limited to any usufruct, pledge, financial collateral or other security interest, and any attachment, order, judgment, act of judicial or administrative authority or other legal act of whatever nature restricting the exercise of the rights of the holder of such share and/or the ability of such holder to transfer or otherwise dispose of such share; and

3. to the extent the number of New Shares that a shareholder of the Second Absorbed Company is entitled to receive as per application of the exchange ratio is a fractional number that has been rounded down, such shareholder shall have the right to opt to take delivery of the New Shares through ING in relation to the whole New Shares