Merging process commenced with EL.TECH. ANEMOS SA and ELLAKTOR SA

The Board of Directors of ELLAKTOR SA has commenced the process for the merger by absorption of its subsidiary EL.TECH. ANEMOS SA after resolving that the merger process setting of 31/12/2018 as the date of the transformation balance sheet. The company appoints the audit firm "RSM GREECE BUSINESS ADVISORS LTD" for the purpose of certifying the book value of the assets of EL.TECH. ANEMOS.

The proposed share exchange ratio of the merging companies is 1.27 new ordinary ELLAKTOR shares having a nominal value of EUR1.03 (US$1.333) for every 1 EL.TECH. ANEMOS existing ordinary share having a nominal value of EUR0.30 (US$0.388).

The proposed ELLAKTOR/EL.TECH. ANEMOS share exchange ratio is 8.9% higher than the closing EL.TECH. ANEMOS share price (as of Friday, 28 December 2018).

The proposed share exchange ratio is subject to receiving a fairness opinion from independent, reputable financial advisors to be appointed by each merging company and obtaining approval by the General Assembly of their respective shareholders as set out below.

On the basis of such proposed share exchange ratio, the pro-forma shareholding in the combined entity will be:

• Shareholders of ELLAKTOR will hold 82.606%
• Shareholders of EL.TECH. ANEMOS will hold 17.394%

It is noted that the existing ELLAKTOR shareholders will maintain the same number of shares in ELLAKTOR after the Merger. Completion of the Merger is subject to obtaining approvals from the General Meetings of shareholders of the merging entities as well as any other necessary approvals, including by relevant authorities.

Rothschild & Co and Bernitsas Law Firm acted as financial advisers and legal counsel, respectively, to ELLAKTOR.