- Creation of the largest food company in Greece, a house of leading food brands, with significant scale in the European market

- DELTA HOLDING S.A. absorbs CHIPITA INTERNATIONAL S.A., DELTA DAIRY S.A., GOODY'S S.A. and GENERAL FROZEN FOODS S.A. (Uncle Stathis) and sells its total participation in DELTA ICE CREAM S.A.

Following its assembly on the 18th of December 2005, the Board of Directors of DELTA HOLDING S.A., announces, according to the provisions of L. 3371/2005 and ATHEX Regulations, its decision to proceed with the following transactions of strategic importance:
(1) Merger by absorption of CHIPITA INTERNATIONAL S.A. and subsidiary companies GOODY'S S.A. and GENERAL FROZEN FOODS S.A. ("Uncle Stathis S.A.") by DELTA HOLDING S.A. The merger will be completed according to the provisions of articles 69 - 77 of L. 2190/1920 and articles 1 - 5 of L. 2166/1993. The date for the merger transformation accounts has been set on the 31st of December 2005.
It is noted that DELTA HOLDING S.A., at the same time with the above mentioned mergers, proceeds with merger by absorption of its 100% subsidiary DELTA DAIRY S.A. in accordance with the provisions of article 78 of Law 2190/1920 and articles 1 - 5 of L. 2166/1993.
(2) Sale of the total participation of DELTA HOLDING S.A. in DELTA ICE CREAM S.A. (which represents today 96,53% of the company's share capital) to NESTLE HELLAS S.A. for a total consideration of business valuation (enterprise value) of Euro 240 million including total debt.
The Board of Directors of the merging companies decided to propose to their respective General Assemblies of Shareholders the following, deemed fair and reasonable, exchange ratios:
(a) The shareholders of DELTA HOLDING S.A. will retain the number of shares held prior to the merger
(b) The shareholders of CHIPITA INTERNATIONAL S.A. will exchange each CHIPITA INTERNATIONAL S.A. share held today, with 0.33 newly issued shares from the share capital increase of DELTA HOLDING S.A. due to the merger.
(c) The shareholders of GOODY'S S.A. will exchange each GOODY'S S.A. share held today, with 1.05 newly issued shares from the share capital increase of DELTA HOLDING S.A. due to the merger and
(d) The shareholders of GENERAL FROZEN FOODS S.A. Uncle Stathis S.A. will exchange each GENERAL FROZEN FOODS S.A. share held today, with 0.54 newly issued shares from the share capital increase of DELTA HOLDING S.A. due to the merger.

According to the proposed share exchange ratios, CHIPITA INTERNATIONAL S.A. shareholders will hold approximately 24% shares in the combined company and GOODY'S S.A. minority shareholders will hold approximately 7.4% shares in the combined company. Finally, GENERAL FROZEN FOODS S.A. (Uncle Stathis S.A.) minority shareholders will hold approximately 1.8% shares in the combined company.

It is noted that the calculation of the proposed exchange ratios, in view of the mergers, takes into consideration that the DELTA HOLDING S.A. convertible bonds will be converted into 3,926,046 newly issued common shares of the latter prior to publication of the Merger Agreement Plan.

Given that DELTA DAIRY S.A. is a 100% owned subsidiary of DELTA HOLDING S.A., there will be no issue of new shares during the absorption.

DELTA HOLDING S.A.'s current participation in GOODY'S S.A. share capital amounts to 71.05% while in GENERAL FROZEN FOODS S.A. ("Uncle Stathis S.A.") it amounts to 81.71%. The total number of shares already held by DELTA HOLDING S.A. in the two companies will be cancelled due to the merger. The respective Boards of Directors of the Absorbed companies and of the Absorbing Company have appointed the, independent to the merging companies, auditing firms KPMG and Grant Thornton to issue a fairness opinion on the proposed merger share exchange ratio taking into account the outcome of the legal and financial due diligence to be performed on the merging companies. EFG EUROBANK, NATIONAL BANK OF GREECE and MARFIN act as advisors on the merger. The mergers are subject to clearance from the Competition Commission and the necessary licensing and other approvals by the designated authorities as well as the respective General Assemblies of Shareholders of the merging companies. The merger is expected to be completed by July 2006.

The mergers create a large Greek company - a power-house of leading food brands and a food sector leader with significant scale in the European market. It is an organization that is wealthy in human resources, knowledge capital and infrastructure, with international experience, modern professional management and strong corporate governance foundations committed to continue and increase its being a positive force to the Greek economy and society. Until completion of the mergers, the combined company's vision will be encapsulated in the interim name "BrandCo", signifying the creation of a house of leading food brands. The new company will adopt a new brand identity that will be presented at the General Assembly of Shareholders. Regarding the above announcements, a press conference will be held today at 11:30 at the Goudi Equestrian Center (Olympic Complex) at Goudi. A presentation to the financial and investment community will follow at the same place at 17:00.

Information regarding the mergers is provided on www.brandco.info and on the dedicated toll-free shareholders helpline: 800 11 75 800.