The Boards of Directors of FOLLI - FOLLIE S.A., HELLENIC DUTY FREE SHOPS S.A. (HDFS S.A.) and ELMEC SPORT S.A. wish to announce that, according to Law 3340/2005 and Art. 2 under no. 3/347/12.07.2005 decision of the Hellenic Capital Market Commission, on their meetings of 24.06.2010 they have adopted the decision to propose to the General Meetings of their Shareholders the merger by absorption from HELLENIC DUTY FREE SHOPS S.A. (Absorbing Company) of FOLLI - FOLLIE S.A. (Absorbed company, owns 56.78% of the Absorbing Company) and ELMEC SPORT S.A. (2nd Absorbed company and 95.6% subsidiary of the Absorbing Company), in accordance with the provisions of Law 2190/1920, Articles 1-5 of Law 2166/1993 and in general under the commercial and actual capital markets legislation as in force.
Under the present proposal of the Boards of Directors to the General Meetings of the Shareholders, and after having taken into consideration that: i) FOLLI - FOLLIE S.A. participates in the share capital of HDFS S.A. with a 56.78% ii) HDFS S.A. participates in the share capital of ELMEC SPORT S.A. with a 95.6% and iii) the new company's share capital that will occur and following the cancellation of the shares due to cross holding will amount to €18,176,463 divided into 60,588,210 shares of nominal value €0.30 each, the share exchange ratio will be determined as follows: the shareholders of FOLLI - FOLLIE S.A. will exchange one (1) share with 1.5355 shares of the new company and will participate with 83,5% in the new company, minority shareholders of HDFS S.A. will exchange one share (1) with 0.4325 shares of the new company and will participate with a percentage of 16.25% in the new company and minority shareholders of ELMEC SPORT S.A. will exchange one (1) share with 0.0621 shares of the new company and will participate with a 0.25% in the new company. The company that will occur as a result of the intended transformation will use the brands and names of the merged companies under the common name FOLLI FOLLIE GROUP.
The Boards of Directors also decided, in accordance with the Athens Stock Exchange Regulation, to appoint the credit institutions ALPHA BANK and EMPORIKI BANK – CREDIT AGRICOLE CIB along with the independent Chartered Accountant Mr. Panagiotis Vroustouris, member of the audit firm ENEL - ENALLAKTIKI AUDIT FIRM S.A., for the valuation of the merging companies and the rendering of the opinion on the fair and reasonable of the exchange ratio of the shares that will be proposed to the upcoming Board of Directors of the merging companies.
During these meetings it was also decided that the 30.06.2010 is fixed as the date of the initiation of the process of the merger and the date of the transformation/merger Balance Sheet; Ms. Chrysoula Tsakalogiannis, member of the audit firm BAKER TILLY HELLAS S.A., was appointed as the Certified Public Accountant, in order to determine the valuation of the assets of the merging companies; V&P Law Firm was appointed as legal counsels to the merger.
In any event all the above and the intended corporate transformation in general are subject to the approval of the General Assemblies of the merging companies and remain under the condition of the statutory licenses or approvals by the competent authorities.
The President of HDFS S.A., George Koutsolioutsos made the following statement:
Today’s decisions of the Boards of Directors are a milestone for the ongoing and successful operation of our Group. This decision will contribute to the simplification of the Group structure, the improvement of the efficiency, the full exploitation of economic synergies and the strengthening of the Balance Sheet, providing a comparative advantage in developing the Group both domestically and internationally. I note that today our Group has a network of over 700 points of sales in over 30 countries and 5,700 employees.
Athens, June 24th 2010