Commencement of the merger process between Attica Holdings S.A. and ANEK S.A.

Kallithea, 26 September 2022

Press release in Greek

"ATTICA HOLDINGS S.A." (hereinafter the “Company” or "ATTICA"), further to the announcement made on 23.9.2022 regarding the formal execution of the agreement between the Company on the one part and the largest shareholders and creditors of "ANEK S.A.” (hereinafter "ANEK") on the other, concerning the merger through absorption of ANEK by the Company, announces that the Board of Directors of ATTICA decided today, 26.9.2022, the commencement of the process of merger through absorption of ANEK by ATTICA, in accordance with the provisions of Law 4601/2019, Law 4548/2018 and other applicable legislation. The 31st of December 2021 was set as transformation date.

The Company was informed that a corresponding decision was taken today by the Board of Directors of ANEK.

The merger is subject to the usual on such cases conditions and approvals of the competent corporate bodies, as well as of the Competition Commission.

UBS Europe SE served as financial advisor to Attica on the above mentioned agreement.


Formal execution of the agreement with creditors and shareholders of ANEK

Kallithea, 23 September 2022

"ATTICA HOLDINGS S.A." (the "Company"), further to the announcement made on 21.9.2022 entitled “AGREEMENT WITH CREDITORS AND SHAREHOLDERS OF ANEK”, announces that the agreement between the Company on the one part and the largest creditors of ANEK S.A. ("ANEK") and shareholders representing 57.70% of ANEK’s total share capital on the other, was formally executed by all parties today, the 23rd of September 2022.


Agreement with creditors and shareholders of ANEK

Kallithea, 21 September 2022

"ATTICA HOLDINGS S.A." (hereinafter referred to as "ATTICA" or the "Company") announces that an agreement has been reached between the Company and the largest creditors of ANEK S.A. (hereinafter "ANEK") (i.e. "PIRAEUS BANK S.A.", "ALPHA BANK S.A.", "ASTIR NPL FINANCE 2020-1 DESIGNATED ACTIVITY COMPANY", "CROSS OCEAN AGG COMPANY I"), as well as with ANEK shareholders representing 57.70% of the total share capital of ANEK ("PIRAEUS BANK S.A.", "ALPHA BANK S.A.", "ATTICA BANK", "CROSS OCEAN AGG COMPANY I" and "VARMIN S.A."). The agreement provides for the following:

a) the merger by absorption of ANEK by the Company at an exchange ratio of one (1) common or preference share of ANEK to 0.1217 new common registered shares of ATTICA and

b) the payment by the post merger entity of the amount of EUR 80,000,000 in full and complete repayment of ANEK's loan obligations to the above creditors (outstanding capital in an amount of € 236,419,251.23 plus total outstanding interest accrued on the date of completion of the intended transaction).

The agreement was forwarded yesterday (20.9.2022) by the legal advisors for execution by the legal representatives of the contracting parties.

ATTICA’s and ANEK’s Boards of Directors will convene in accordance with the law and their statutes to decide on the commencement and the various parameters of the merger process, including the proposed exchange ratio, which will be subsequently confirmed by an independent expert report as to the fair and reasonable. The merger will be submitted for approval to the General Meetings of the shareholders of the two companies.

In addition to the approvals of the competent bodies of the two companies, the transaction is subject to terms and conditions common in similar cases (obtaining approval from the Hellenic Competition Commission and any other required approvals).

The Company considers that the transaction will benefit the shareholders, employees and suppliers of the two companies and the Greek passenger shipping in general.

This Announcement serves also as a reply to the letter of the Hellenic Capital Market Commission dated 20.9.2022 following a press article published on the same date.

Attica Group - Press release