1. The public limited companies YALCO ? CONSTANTINOY S.A. (hereinafter ?the acquiring company?) and VELLIFEST S.A. (hereinafter ?the acquired company?) merge through acquisition of the latter by the former, in accordance with the provisions of the articles 68 paragraph 2, 69-77 of CL 2190/1920 and 1-5 of Law 2186/1993, as they apply regarding the terms, formulations and provisions to which they are submitted.

2. The merger of the two companies (hereinafter ?the merging companies?) is realized through the updated consolidation of assets and liabilities of the merging companies and the assets and liabilities of the acquired company are transferred as balance sheet items of the acquiring company. Following the conclusion of the merger procedure, the acquired company is dissolved without being liquidated, its securities are cancelled and its total assets and liabilities are transferred to the acquiring company, which is hereafter substituted, due to ipso facto total succession, to all the rights, claims and liabilities of the acquired company.

3. In application of internationally acceptable methods of evaluation of: a. The capital market indices b. The reformed net position and c. Stock market capitalization, regarding the acquiring company the ratio of securities that resulted between the acquiring and acquired company is 7.75657:1. Following the conclusion of the merger, the ratio of the holding of the shareholders of the merging companies in the new share capital of the acquiring company that resulted from the merger will be: 88.58% for the shareholders of the acquiring company and 11.42% for the shareholders of the acquired company, i.e. the shareholders of the acquiring company will hold a percentage equal to 88.58% and the shareholders of the acquired company will hold a percentage equal to 11.42% of the share capital of the acquiring company.

4. In accordance with legislation, the share capital of the acquiring company of GrD 1,542,324,000 increases, following the conclusion of the merger, by the amount of the contributed share capital of the acquired company, of GrD 1,096,000,000. Given the fact that common intention of the merging companies is the share par value to amount to Euro 0.62 each, the share capital of the acquiring company, following the conversion to Euro of both the above mentioned share capital and the share par value, and following the increase trough the capitalization on the one hand of part of the Account ?Balance of Profit and Loss Account from previous fiscals? of GrD 10,683,488 and on the other hand of the Account ?Differences from the Appreciation of Assets? of GrD 137,920,111 will amount to GrD 2,786,927,599 or Euro 8,178,804.40. Consequently, to the new total share capital of the acquiring company of GrD 2,786,927,599 or Euro 8,178,804.40, the 11,685,137 common bearer shares with voting right will correspond to the shareholders of the acquiring company and 1,506,483 common bearer shares with voting right will correspond to the shareholders of the acquired company, of a par value of GrD 211.285 or Euro 0.62 each.

5. In application of the above, the following are judged as a fair and reasonable exchange ratio:

A. As regards the shareholders of the acquiring company: The ratio 1:0.5152635, i.e. each shareholder of the acquiring company will exchange 1 common bearer share with voting right held of an initial par value of GrD 200 each for 0.5152635 newly issued common bearer shares with voting right of the acquiring company, of a new par value of GrD 211.265 or Euro 0.62 each.

B. As regards the shareholders of the acquired company: The ratio 1:0.376621, i.e. each shareholder of the acquired company will exchange 1 common registered share with voting right of a par value of GrD 274 each held for 0.376621 common bearer shares with voting right, of a new par value of GrD 211.265 or Euro 0.62 each. Fractional rights that may result will be settled pursuant to a relevant decision of the General Meeting of the company?s shareholders.

6. The acquiring company is under the obligation to credit the D.S.S. accounts of its shareholders and the accounts of the shareholders of the acquired company, through the Central Securities Depository (CSD), with the new securities on the basis of the above mentioned exchange ratio within fifteen (15) days from the legal conclusion of the merger and the date it obtained the required licenses against the receipt and destruction of the securities of the acquired by the acquiring company.

7. The shareholders of the acquired company will be eligible to receive dividend for the fiscal year January 1, 2001 to December 31, 2001 henceforth.
8. All actions realized by the acquired company after August 31, 2001 are considered to be realized on behalf of the acquiring company, to the books of which the relevant amounts are transferred by collective entry, following the registration of the approval decision regarding the merger in the Register of Public Limited Companies.

9. No shareholders of the acquired company have been granted special rights or privileges, or holders of other securities apart from shares.