(A) In view of the merger of the Company by absorption of the company under the name "INTERCONTINENTAL
INTERNATIONAL REAL ESTATE INVESTMENT SOCIETE ANONYME" (hereinafter the "ICI") (hereinafter the
"Merger"), the proposed share exchange ratio, in accordance with the terms of the agreement dated 23 February
2023, as amended and in force, pursuant to the amending agreement dated 17 May 2024, the ratio
1.194444444444444 new common registered shares of the Company for each (1) common registered share of ICI
(hereinafter the "Exchange Ratio"), which will be included in the draft merger agreement and which is subject to
the confirmation of its fair and reasonable, in accordance with the provisions of article 10 of Law 4601/2019.
The proposed Exchange Ratio was determined with a reference date of 30 June 2024, based on the total equity (NAV) per share of each of the merging companies (excluding own shares), as derived from the half-yearly financial statements of the merging companies for the period from 1 January 2024 to 30 June 2024, which are accompanied by a statutory auditor's review report; rounded to two decimal places, taking into account the valuation of the Company's holdings with a critical date of June 30, 2024 and after adjusting the fair value valuation of the Company's forward contract for the purchase of 2.836.949 ICI shares on the above reporting date.
(B) The acquisition by the Company of two million eight hundred thirty-six thousand nine hundred forty-nine (2.836.949) ICI shares, for a consideration of nine million three hundred fifty-one thousand eighty-one euros (€9.351.081,00) through the signing of a relevant share purchase agreement with seller "AJOLICO TRADING LIMITED", in accordance with the terms of the agreement dated February 23, 2023, as amended and in force pursuant to May 17, 2024 amending contract.
Furthermore, the Company informs the investment community that following the completion of the above share acquisition, its Board of Directors will proceed without delay to the drafting of a draft merger agreement on the basis of the above Exchange Ratio, in accordance with the provisions of article 7 of Law 4601/2019, as well as to the other actions required in accordance with the applicable regulatory framework for the implementation of the Merger and in accordance with the above terms.
The completion of the Merger is subject to the necessary approvals by the General Meetings of the merging
companies as well as by the competent supervisory authorities and is estimated to be completed within
December 2024.
