NIREUS S.A.

NIREUS starts procedures for merging by acquisition with SFI and spinning off of its confectionery business unit

In the context of implementing its strategy for the continuous improvement of the legal structure of NIREUS Group, the board of directors of NIREUS has decided on 28/09/2007, to start procedures for merging by acquisition of the NIREUS Group companies: SEAFARM IONIAN S.A., ALPINO S.A. and A-SEA S.A. based on the said companies' transformation balance sheet as of 31/12/2007, while the procedure for the spin off of the confectionery business unit of NIREUS S.A. will also begin, based on the said unit's transformation balance sheet as of 30/09/2007. The said mergers by acquisition will lead to the curtailment of the corporate entities of the Group, as well as to the achievement of economies of scale and to more effective management, while the spin off of the confectionery business unit which -due to its different scope of activity- constitutes an absolutely distinctive production and commercial business, can be exploited independently, so that the Group will be solely focused on the same basic business scope of the parent company NIREUS S.A. i.e. in the further development of the aquaculture business. The above mergers of SEAFARM IONIAN S.A., ALPINO S.A. and A-SEA S.A. as well as the spin off of the confectionery business unit of NIREUS S.A. will be concluded according to article No 69 as well as other relevant articles of Law 2190/1920 and Law 2166/1993, in combination with the abidance to the legal obligations deriving from the pertaining regulation of the Athens Exchange. It is noted that until 31/12/2007, SEAFARM IONIAN S.A. will proceed to relevant corporate actions among which, a share capital decrease together with a share capital increase will take place, as well as a merging by acquisition of its subsidiary ALPHA ZOOTROFES S.A. following the same previous mentioned pertaining legislation i.e. the combination of articles No 67 - 77 of Law 2190/1920 and articles 1-5 of Law 2166/1993. Moreover in relation to the scheduled spin off of the confectionery business unit, the board of directors of the Company wishes to inform that on 27/9/2007 NIREUS S.A. has paid Euro 147.851,40 for the acquirement of 100% of MARANT FINANCE S.A. in order to transfer to it, the business unit of confectioneries. At the same date, MARANT FINANCE S.A. has decided to transfer its registered offices to the municipality of Koropi - Attica, and add to its scope of legal activities the production and commercial trading of food, while it has also elected a new board of directors which now consists of Mr. Aristides Belles, Mr. Nicolaos Chaviaras and Mr. Antonios Chachlakis. Finally, the board of directors of NIREUS wishes to inform that each board of directors of all the companies involved in the said merger, have also decided to start the procedures the merger, while after the examination of all candidate proposals from financial consultants referring to the undertaking of the merger mandate, the financial consultant and financial auditor will be appointed, to conduct all the appropriate reports. Later, the Company will issue further relevant announcements towards the market authorities and the public.