Announcement

The Board of Directors of GOODY'S S.A. announces that the Draft Merger Agreement dated 24.03.2006 concerning the merger with absorption of GOODY'S S.A. by DELTA HOLDING S.A. (the Absorbing Company) was registered, in compliance with the applicable legal procedure, in the company's registry of the Ministry of Development and the Prefecture of Athens on 30.03.2006 and 31.03.2006, respectively. The aforementioned draft agreement will be published in the daily financial press within ten days, as required by law, in order for the publicity formalities to be completed. According to the Draft Merger Agreement dated 24.03.2006, the suggested exchange ratio is: The shareholders of GOODY'S S.A. (except for the Absorbing Company, which holds 11.567.582 shares that will be cancelled without any conversion) will exchange one (1) old share of GOODY'S S.A. for 1,046369140 new shares of the Absorbing Company, i.e. they will receive in total (4.712.919 Χ 1,046369140) 4.931.453 new shares of the Absorbing Company. According to the Capital Markets Legislation currently in force (article 289 of the Athens Exchange Regulation), the merging companies assigned to the independent auditing companies GRANT THORNTON S.A. and KPMG Kiriakou Auditors S.A. the valuation of the merging companies and the fairness opinion on the aforesaid suggested exchange ratio. The Draft Merger Agreement Plan dated 24.03.2006 is subject to the approval of the merger by the General Assemblies of the merging companies and the approvals and authorizations of the competent authorities required by law.


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