Issue of new Company shares

ANNOUNCEMENT

Issue of new Company shares under the name “DUTY FREE SHOPS, A CORPORATION OPERATING DUTY FREE SHOPS AND LARGE AND SMALL SCALE INDUSTRIAL OPERATIONS, TECHNICAL AND COMMERCIAL COMPANY S.A.”, due to the merger through absorption of companies “FOLLI - FOLLIE A.B.E.E.” and “ΕLMEC SPORT A.B.E.T.E.”.

“DUTY FREE SHOPS, A CORPORATION OPERATING DUTY FREE SHOPS AND LARGE AND SMALL SCALE INDUSTRIAL OPERATIONS, TECHNICAL AND COMMERCIAL COMPANY S.A.”, under the trademark “FOLLI FOLLIE GROUP”, (hereinafter “Company” or “Absorbing Company” or “HDFS”), announces that on 07.01.2011 will commence the trading of the 60.588.210 new ordinary shares on the ATHEX, in respect of the merger through absorption of companies “FOLLI - FOLLIE A.B.E.E.” and “ΕLMEC SPORT A.B.E.T.E.” (hereinafter both “Absorbed companies”), as approved by the Extraordinary General Meeting of the Shareholders of the Company on 06.12.2010. 

It is noted that beneficiaries of the new shares, resulting from the merger, are those shareholders registered in the Dematererialized Securities System (DSS) records on 04.01.2011 for the Absorbing Company and for the Absorbed ones (Record Date). The new trading price of HDFS share was set on 31.12.2010, ending date of subscription in capital increase and temporary suspension of trading of the shares, in accordance with the Athens Exchange Regulation, along with the decision Nr. 26 of the Board of Directors of Athens Exchange.

The new shares resulted from the merger will be registered, according to the approved exchange ratio,  in the Dematererialized Securities System (DSS) records, on the commencement trading date.

It is noted that the exchange ratios for the shareholders of the merging companies are as follows: 
a) Each shareholder of “FOLLI - FOLLIE Α.Β.Ε.Ε.” shall exchange one (1) share of the shares he possesses for 1.53553730 new ordinary shares, issued by the “Absorbing Company”.
b) Each Shareholder of “ΕLMEC SPORT A.B.E.T.E.”, holding the 4.40% of the company (namely the shareholders exempt Absorbing Company whose shares will be cancelled – 52,962,733 shares) will exchange one (1) share he possesses for 0.06214769 new ordinary shares, issued by the “Absorbing Company”.
c) Each Shareholder of the “Absorbing Company”, holding the 42.97% of the share capital (namely the shareholders exempt FOLLI – FOLLIE A.B.E.E., 29,910,924 shares, and own shares, 129,631 shares, that will be cancelled) will exchange one (1) share he possesses for  0.43498235 new ordinary shares, issued by the “Absorbing Company”.

Following the merger, which was approved under the decision nr. K2-11763/30.12.2010 of the Ministry of Economy Competitiveness and Shipping, the share capital of HDFS amounts to €18,176,463.00 and is divided into 60,588,210 ordinary registered shares of nominal value of €0.30 each.

The Information Memorandum of article 4 of Law 3401/2005 regarding the merger, which was notified to the Board of Directors of Capital Market Commission on 04.01.2011, will be available to the investment community through the Company website, www.dutyfreeshops.gr, the absorbed company website of “FOLLI - FOLLIE A.B.E.E.”, www.follifolliegroup.com, the absorbed company website of “ΕLMEC SPORT A.B.E.T.E.”,www.elmec.gr, and  the website of Athens Exchange, www.ase.gr.  Printed copies, if requested, will be available at Company’s headquarters, 23rd k.m. N.R. Αthens –  Lamia, 145 65, Agios Stefanos.

ATHEX approved the issue of the 60,588,210 new ordinary registered shares, resulting from the merger, during its meeting on 04.01.2011.

Moreover, on 04.01.2011 the Athens Exchange was informed on the decision of the Extraordinary General Meeting of Company Shareholders on 06.12.2010 regarding the change on the registered name of the Company into “DUTY FREE SHOPS, A CORPORATION OPERATING DUTY FREE SHOPS AND LARGE AND SMALL SCALE INDUSTRIAL OPERATIONS, TECHNICAL AND COMMERCIAL COMPANY S.A.”, ex “HELLENIC DUTY FREE SHOPS S.A.” under the distinctive label “FOLLI FOLLIE GROUP”. The Ministry of Economy Competitiveness under the decision nr. K2-11763/30.12.2010 approved the amendment of article 1 of the Articles of Incorporation of the Company. Following the abovementioned, under the Company BoD decision, the Company name in ATHEX will be “DUTY FREE SHOPS, A CORPORATION OPERATING DUTY FREE SHOPS AND LARGE AND SMALL SCALE INDUSTRIAL OPERATIONS, TECHNICAL AND COMMERCIAL COMPANY S.A.”, under the trademark  “FOLLI FOLLIE GROUP”, as of 07.01.2011.

For further information, shareholders may address during working days and hours at the investors services office of the “Company” (Tel.: 210 6241141 Mrs. Kasidiaropoulou, 210 6269521, Mrs. Ampoussidou).

Agios Stefanos, 04.01.2011