REASONED ΟΡΙΝΙΟΝ OF ΤΗΕ BOARD OF DIRECTORS OF ΤΗΕ COMPANY "NEXANS HELLAS S.A."

ΟΝ ΤΗΕ VOLUNTARY TENDER OFFER SUBMITTED ΒΥ ΤΗΕ COMPANY "NEXANS PARTICIPATIONS"

At its meeting dated January 4, 2019, the Board of Directors of the societe anonyme under the name "NEXANS HELLAS S.A." (hereinafter the "Company") proceeded to the formulation of a reasoned opinion οn the voluntary public offer (hereinafter the "Tender Offer") submitted by the company "NEXANS PARTICIPATIONS” (hereinafter the "Offeror") for the acquisition of all common registered voting shares of the Company (hereinafter the "Shares"), which are not currently controlled thereby, in consideration to be paid in cash, which is set at a price of eur 1.60 per Share (hereinafter, the "Consideration").

1.-        Ιn connection with formulating its justified opinion, the Board of Directors has taken into consideration:

(Α) the content of the Offering Circular on the Voluntary Public Offer (hereinafter the "Offering Circular") that the Offeror addressed to the shareholders of the Company in connection with the acquisition of all Shares of the Company, as it was approved by the BoD of the Hellenic Capital Market Commission (hereinafter the “HCMC”) during its meeting of December 20, 2018. More specifically, in accordance with the Offering Circular, οn the date that the Tender Offer was announced, i.e. οn 18/10/2018 (hereinafter, the "Tender Offer Date") the Offeror owned in aggregate 20.369.184 Shares and οn the date of the approval of the Offering Circular (hereinafter, the "Offering Circular Date"), the Offeror owned in aggregate 20.500.259 Shares, representing 89,14% of the total Shares of the Company. Consequently on the Offering Circular Date the Shares of the Company, which were not held by the Offeror (hereinafter, the "Tender Offer Shares") amounted to 2.496.616, representing approximately 10,86% of the total Shares of the Company.

(Β)       the report of "Piraeus Bank SA", dated December 27, 2018, which was appointed as the financial advisor of the Company (hereinafter the ''Advisor") for the purposes of the Tender Offer pursuant to article 15 para. 2 of Law 3461/2006. The aforementioned report is attached hereto as Annex 1 and constitute an integral part of the present document.

2.-        Ιn addition to the above, the Board of Directors has also considered the following:

2.1.-    The Offeror has declared in the Offering Circular that lf, following the completion of the Tender Offer, the Offeror and any persons acting in concert with the Offeror, hold Shares representing in aggregate at least 90% of the total voting rights of the Company, the Offeror will exercise its squeeze-out right, in accordance with Article 27 of the Law and it will require the transfer to it of all remaining Shares of the Company. lt has also declared in the Offering Circular that further to the completion of the process of exercising the squeeze-out right, the Offeror will convene a General Meeting of the shareholders of the Company in order to resolve οn the delisting of the shares of the Company from ΑΤΗΕΧ and, thereafter, will proceed with submitting a request to the HCMC in connection with such delisting.

Ιn addition to the above, the Offeror has declared in the Offering Circular that in case the requirements of article 27 of the Law are not fulfilled and, therefore, it is not entitled to exercise a squeeze-out right, the Offeror shall pursue the Shares' delisting from the Stock Market by a relevant decision of the Company's General Meeting of Shareholders, according to article 17, par. 5 of L. 3371/2005. Moreover, the Offeror will explore the possibility of making corporate transformations, such as the Company's cross-border merger by acquisition of an affiliated company of NEXANS Group or to make capital increases to finance capacity expansions. At present, no decisions have been made, by any corporate body of the Offeror or the Company, on these matters. Such options shall be explored after the completion of the Tender Offer.

2.2.-    The Offeror has stated in the Offering Circular that by delisting the Company's Shares from the Stock Market, the Offeror aims at saving the costs associated with the Shares' trading on the Stock Exchange and gaining flexibility in decision-making for the implementation of the Company's business plans. More specifically, according to the Offering Circular, the fact that the Company will be fully owned by NEXANS Group will provide more elbow room, enable greater flexibility and foster closer relationships with business partners, including the Company's clients and suppliers. These added benefits will be able to expand the Company's potential to develop its activities within NEXANS Group.

2.3.-    The Offeror has stated in the Offering Circular that it intends to continue the operation of the Company and not effect significant changes in the Company's business activities. The Company is contemplating the further development of the fiber optics sector, by means of joint ventures or other partnership forms, for the purpose of increasing its profitability. At present, no decisions have been made, by any corporate body of the Offeror or of the Company, on this matter.

2.4.-    The Offeror will not relocate the Company's registered office outside of Greece, or the place of execution of the Company's activities.

2.5.-    The Offeror shall maintain the current employees and executive personnel and shall not effect significant adverse changes to the employment terms of the Company's employees and executive personnel provided that this is in line with the Group's strategy as determined by the prevailing market conditions and its economic performance. Within the scope of its normal course of business, the Offeror will evaluate the Company's existing personnel, in order to make the best use out of it. Moreover, the Offeror intends to change the synthesis of the Company's Board of Directors, due to the retirement of one of its members.

Once the conditions for the Shares' delisting from the Stock Market are in place, the Offeror may change the structure of the Company's corporate governance and proceed to specific administrative reformations, taking into account that the Company will no longer be obliged to comply with the requirements applicable to listed companies. For example, the Company will no longer have to abide by the corporate governance rules applicable to listed companies in Greece and its personnel currently occupied with the task of compliance with its regulatory obligations and relations with investors is expected to undertake new administrative duties.

2.6.-    Ιn the Offering Circular, the Offeror has declared that it intends to pay in cash the Consideration per Tender Offer Share. i.e. eur 1.60.

According to the Offering Circular, in terms of the Consideration:

(i)         the Shares' average weighted trading price (AWTP), during the six (6) month period preceding the Tender Offer Date, amounts to eur 1.36.

(ii)        neither the Offeror nor any of the Persons Acting in Concert with the Offeror acquired any Shares, during the twelve (12) month period preceding the Tender Offer Date.

(iii)       the Offeror appointed EUROXX as independent valuer, in order to carry out the valuation of the Shares and draft the Valuation Report, for the determination of the fair and reasonable consideration, given the fulfillment of the conditions of article 9, paragraph 6, case (b) of the Law, since, during the 6 months preceding the 18.10.2018, the transactions performed over the Company' s shares, a) were performed in under three fifths (3/5) of the market's operation days and more specifically they amounted to 44.53% and b) they did not exceed 10% of the Company's total shares and more specifically they amounted to 0.21% of the total shares. The relevant report was published according to article 16, par. 1 of the Law.

EUROXX applied the following valuation methodologies: (i) discounted cash flow, (ii) relative valuation target multiples, (iii) global comparable transactions, and (iv) valuation on the basis of the mid-cycle fair value, from which the weighted final price per Share derived at eur 1.43, by applying a weighting factor to the results of each methodology.

Therefore, the Consideration fulfils the criteria of the “fair and reasonable” consideration, contemplated by article 9, paragraphs 4 and 6 of the Law.

To be more specific, on the Tender Offer Date, the Consideration:

-                    is 28.00% higher than the Share's closing price in the Stock Market, as on the date preceding the Tender Offer Date, amounting to eur 1.25.

-                    is 17.64% higher than the Shares' Average Weighted Trading Price, during the six (6) month period preceding the Tender Offer Date, which amounted to eur 1.36.

-                    is 11.89% higher than the price determined by the Valuer, following the valuation performed in accordance with article 9, par. 7 of the Law, amounting to eur 1.43.

In addition to the Consideration, the Offeror will undertake, on behalf of each Company's shareholder, who will validly, lawfully and timely accept the Tender Offer, in accordance with the terms and conditions included in the Offering Circular and offer the Shares owned by him/her to the Offeror (hereinafter the  “Accepting Shareholders”), to pay the fees provided by Article 7 of the codified decision n^o 1 (session 223/28.1.2014) of the Board of Directors of the ATHEXCSD, payable to the ATHEXCSD, for the registration of the Shares' over-the-counter transfer, currently amounting to 0.08% of the transfer value, with a minimum charge equal to the lowest of 20 Euros and 20% of the value of transfer for each Accepting Shareholder. The value of transfer is calculated as the product of the number of Transferred Shares multiplied by the higher of the following values: (a) the Consideration, and (b) the Share's closing price in the ATHEX, on the business day preceding the submission day of the necessary documents to ATHEXCSD.

The Offeror does not undertake the payment of the amount corresponding to the tax provided by article 9 of L. 2579/1998, currently amounting to 0.2% of the transaction value, which will be charged to the Accepting Shareholders. Consequently, the Accepting Shareholders will receive the entire amount of the Consideration, undiminished by the charges corresponding to the ATHEXCSD fees, but reduced by the amount of the aforementioned tax. 

2.7.-    The Advisor, in accordance with its report and opinion dated December 27, 2018 as to the fairness and reasonableness of the Consideration, which was submitted to the Board of Directors of the Company, is of the opinion that, from a financial point of view, the Consideration is fair and reasonable for the Tender Offer shareholders

3.-        Actions already taken or expected to be taken by the Board of Directors of the Company with respect to the Tender Offer:

The Board of Directors of the Company was informed in writing of the decision of the Offeror to submit a Tender Offer οn 18.10.2018 and has accordingly informed the Company's employees on the day after, i.e. on 19.10.2018.

Thereafter, pursuant to Article 15 para. 2 of Law 3461/2006, the Company appointed “Piraeus Bank S.A." as financial advisor, in order for the latter to prepare a report and opinion to accompany the reasoned opinion of the Board of Directors in accordance with the Law.

The Offering Circular was approved by the Hellenic Capital Market Commission οn December 20, 2018, was made available to the public οn December 27, 2018 and it was communicated by the Board of Directors to the employees of the Company.

Thereinafter, and pursuant to the provisions of Law 3461/2006, the Board of Directors of the Company will publish and submit its Reasoned Opinion to the Hellenic Capital Market Commission and to the Offeror, communicating it in parallel to the employees of the Company. It is noted that, up to today, the Company's employees have not submitted to the Board of Directors any separate opinion with regards to the consequences of the Tender Offer οn their employment.

Further to the above, the Board of Directors of the Company has not proceeded to any particular action with regards to the Tender Offer.

Ιn addition, the Board of Directors has not proceeded and does not intend to proceed to any action which is not included in the usual course of the activities of the Company, and which could potentially lead to a cancellation of the Tender Offer.

Furthermore, the Board of Directors of the Company DECLARES that:

3.1.-    The members of the Board of Directors and the senior management of the Company do not own or control directly or indirectly any Share of the Company, except from one member of the BoD and namely Mr. George Chryssomallis, who owns 100 Shares of the Company.

3.2.-    The Company's Board of Directors has not taken any action provided under Article 14 para. 1 of Law 3461/2006.

3.3.-    There are nο special agreements between the Board of Directors of the Company or its members and the Offeror.

3.4.-    It is furthermore noted that from the members of the Board of Directors, the Vice-Chairman of the BoD and Managing Director, Mr. Stephane Iliades, is also General Manager of the Company and Messers. Kamil Beffa and Henrik Desfontaines are employees of the companies Nexans France and Nexans Deutschland (detached to Nexans Suisse S.A.) respectively, while Mr. Patrick Noonan is currently consultant of Nexans France. All the above companies belong, according to the information supplied in the Offering Circular, to the Nexans Group of companies and are therefore considered as persons acting in concert with the Offeror.

4.         Ιn view of the above, the Board of Directors of the Company, taking into consideration its diligence duty pursuant to Article 22a of C.L. 2190/1920 and with the constant dedication to the principles of protection and promotion of the best interests of the Company and its shareholders and on the basis of the Offeror¶s approved Offering Circular, unanimously reached to the following opinion:

(Α)       The proposed business strategy of the Offeror, as detailed in the Offering Circular, is not expected to adversely affect the interests and business operation of the Company, especially given that the Offeror is currently the majority shareholder of the Company and control of the latter will not change as a result of the Tender Offer and that the strategic plan of the Offeror for the Company is the same with the current strategic plan of the Company.

(Β)       According to the statements included in the Offering Circular, the successful outcome of the Tender Offer is not expected to have any adverse effect to the places of employment within the Company, or to the interests of the employees of the Company.

(C)       The Consideration offered by the Offeror for the purchase, within the framework of the mandatory Tender Offer, amounting to ¤ 1.60 per share is considered to be fair and reasonable from a financial perspective for the owners of any Tender Offer Shares.

5.         The estimations expressed hereinabove constitute a general evaluation of the terms of the mandatory Tender Offer, the influence that it has οn the business operation of the Company and the fairness of the Consideration and should not be considered as an invitation, recommendation or advice to the shareholders of the Company to accept or decline the Tender Offer.

The present Reasoned Opinion of the Board of Directors of the Company was prepared in accordance with the provisions of Article 15 paras. 1 & 2 of Law3461/2006 and will be subject to the disclosure formalities set forth by the provisions of said law.

The Advisor's report, together with the present Reasoned Opinion of the Board of Directors of the Company shall be posted on the website of the Company (www.nexans.gr) during the entire period of the Tender Offer.

Athens, January 4, 2018

The Board of Directors