Expression of Opinion according to article 15 of Law 3461/2006, of the Board of Directors of Elais-Unilever S.A. regarding the Voluntary Public Offer of Unilever Hellas (the "Offeror") for the acquisition of all common registered shares of Elais-Unilever S.A. (the "Company"), not owned by Unilever Hellas, for euro 24.50 in cash tendered per Share (the "Public Offer"). Unilever Hellas is a private company that is indirectly, a 100% subsidiary of the Dutch-based Unilever N.V., which along with the UK-based Unilever PLC and their subsidiaries constitute the "Unilever Group". The Board of Directors of the Company whose shares are listed and traded on the Athens Stock Exchange, in the Large Capitalization category, was informed on the 4th September 2006 of the contents of the offering circular (the "Offering Circular") which describes the Public Offer and is already available to the Shareholders of the company and refers to the acquisition of the shares of the Company, not directly owned by the Offeror, under the known terms and conditions, and on the 27th September 2006 was informed of the commencement of the Public Offer acceptance period (the "Acceptance Period") and received a copy of the Offering Circular. The aforementioned shares on that day are calculated to have been 10,614,188 common registered shares with voting rights or a percentage of 78.47% of the paid-up share capital of the Company (the "Public Offer Shares"). Given the above, the Board of Directors convened on the 4th October 2006, Wednesday, 17:00 in an extraordinary meeting following a Chairman?s invitation, in which twelve out of thirteen members of the Board of Directors were present or represented. In this meeting EFG Telesis Finance S.A. (the "Advisor") was also present, having been invited by the Board of Directors, under its role as financial adviser of the Company so as to state a detailed report for the Company, according to article 15 of Law 3461/2006 and the Board of Directors decision dated 8 September 2006. After quorum was ascertained, the Board of Directors decided, by majority vote with eleven (11) members voting in favour and one (1) member voting against after discussion, the following: a) taking into account, i. the contents of the Public Offer, as it is described in the Offering Circular of the Offeror for the Public Offer that was approved by the Capital Markets Commission, a copy of which was timely delivered to the Company, ii. the report of the Advisor dated 4th of October 2006, a copy of which will be available during the Acceptance Period, as the latter is defined in the Offering Circular, at the offices of the Company (74 Athinon-Pireaus Avenue, GR 18547 Piraeus) and at the offices of the Advisor (10 Filellinon Street, Athens). b) Considering i. the active participation of the Unilever Group (to which the Offeror belongs) in the business planning and strategy of the Company due to its majority shareholding in the Company, ii. the upcoming renegotiations on 31 December 2007 of the license agreements for the use of trade marks and technology provided by the Unilever Group, to Elais-Unilever SA iii. the anticipated termination of agreements governing the provision of services to other Unilever Group entities in Greece due to the operational integration of Unilever entities in Greece including transfer of all entities to one location which as a result will lead to the loss of turnover and profits related to the provision of these services, that EFG Telesis S.A., under its role as Advisor of the Company, according to article 15 of Law 3461/30.05.2006, has prepared a detailed report in which, by applying internationally accepted valuation methods, namely 1) Entry Price Analysis, 2) Greek Market Public Offer Premiums, 3) Comparable Trading Multiples, 4) Discounted Cash Flow ("DCF"), 5) Adjusted DCF,6) Comparable Transactions, has ended up with a valuation range for the price of the share of the Company which spans from euro 23,30 to 26,90 per share. The report has assumed a continuation of the current licence agreements for the preparation of the valuation range. Considering more than half of the company?s profits are generated through the sale of products under these agreements the Advisor asserted that if the Unilever Group were to exercise its right to discontinue or alter the agreements the valuation range would significantly deteriorate. iv. that the offer price of euro 24.50 represents a premium of approximately 19% to the closing price on 1 September, the last trading day prior to submission of the Public Offer, and approximately 21% over the average twelve months prior to submission of the Public Offer, v. that the Offeror will assume the payment of 0.08% clearance duty levied on the off-exchange transfer of the Public Offer Shares that will be tendered by the accepting shareholders who will therefore receive the total amount of the consideration, i.e. the full euro 24.50 per share. vi. that according to the announcements that have been made up to the 27th of September2006 on the Daily Bulletin of the Athens Stock Exchange, the Offeror holds by that date, directly and indirectly, a percentage of 67,17% of the total paid-up share capital and voting rights of the Company, vii. that if the Offeror after the end of the Acceptance Period holds shares that represent at least ninety per cent (90%) of the total voting rights of the Company, it will maintain its right to request the transfer to it of all remaining shares of the Company according to article 27 of Law 3461/2006 within three (3) months after the expiration of the Acceptance Period. The price will be paid in cash and will be equal to the consideration. Similarly, the Offeror plans to convene the General Meeting of the Shareholders of the Company so as to decide on the delisting of the Company?s stocks from the Athens Stock Exchange, if it has accumulated at least 95% of the Company?s voting rights, viii. that the Offeror, according to what is specifically stated in the Offering Circular, at this time does not in the short term intend to proceed to material job reductions. Acting according to: i. article 22a of the codified Law 2190/1920, which institutes and defines the duty of diligence of the Board of Directors, ii. considering the duty of the Board of Directors members of listed companies, according to article 2, paragraph 1 of Law 3016/2002, to promote the long term commercial value of the Company and to preserve the general interest of the Company, iii. considering the continuous devotion of the Board of Directors to the principles of securing and promoting the interests of the Company and its Shareholders, acknowledging at the same time the rights of the Company?s employees DECLARES i. that the number of shares of the Company held or controlled, directly or indirectly, by the Board of Directors? members and the senior management of the Company, on 4th October is depicted in the following table: Name Position Nr of common registered shares % A. BoD members NIKOLAOS P. FIDELIS NON EXECUTIVE MEMBER 279.110 2,06 ALEXANDROS A. MAKRIS NON EXECUTIVE MEMBER 215.598 1,59 ANASTASIOS CH. XELMIS EXECUTIVE MEMBER 100 0 ANTONIOS E. GORTZIS INTEPENTED NON EXECUTIVE 560 0 B. Senior Management none ii. that the Board of Directors, in the context of Law 3461/30.05.2006 has appointed EFG Telesis S.A.ndependent financial adviser, so that the latter prepares the appropriate, as per article 15 of the aforementioned law, detailed report to the Company?s Board of Directors and cooperated with the aforementioned Advisor and set at its disposal any data requested so that the Advisor is facilitated in the completion of its report and in the general fulfilment of its obligations. iii. that the Board of Directors has not proceeded to any action that is not part of its usual operations that may lead to the cancellation of the Public Offer and neither has nor intends to proceed to any action for the identification of competitive offers, estimating that any other offer, competitive to the current Public Offer, is possibly unfeasible, because of the majority shareholding that the Unilever Group already has in the Company as well as the control that the Unilever Group can exercise over the brands and technology that it has licensed to the Company. iv. that there are no agreements between the Board of Directors and/or the members of the Board of Directors of the Company and the Offeror, regarding the Public Offer, the management and operation of the Company, as well as the exercise of the voting rights in the Company. It is noted that Mr. Anastasios Ch. Helmis, responsible for the quality of the Company''''s products, a non-executive member of the Board of the Company, is also a member of the Board of Directors of the Offeror. Furthermore, Mr. Ivar Jan Blanken, member of the Board of Directors of the Company, is providing services to the Offeror, according to the terms and provisions of the contract for provision of Dependent Services dated 1/11/2003. Furthermore, the president of the Company''''s Board of Directors mr. Spyridon Dessyllas and members of the Board messers Gregory Antoniadis, Anastasios Helmis, Ivar Blanken, Charalambos Georgadas John Tisizis Jenny Kotsida and Hiro Athanassiou, ,provide services for issue which are to the common interest of all Unilever entities in Greece. v. that the employees of the Company were timely and duly informed by the Company, by the announcement dated 27th of September 2006 regarding the contents of the Public Offer and the Offering Circular as approved by the Capital Markets Commission. vi. that the Board of Directors will announce its current justified opinion regarding the Public Offer to the employees of the Company, immediately after its adoption. It is noted that the trade unions " PANELLADIKI ENOSI ERGATOTECHNIKOU KAI YPALLILIKOU PROSOPIKOU ELAIORGOSAPONOPEIION-PIRINELAIOURGEION-SPORELAIOURGEION-KALLINTIKON KAI APORRIPANTIKON" and " Union of Elais-Unilever SA Employees" of the Company have submitted today a separate opinion regarding the consequences of the Public Offer on the personnel employment stating that the rights of the employees and the working places should not be endangered in any way . ASSESSES that the consideration of euro 24.50 per share is rational and fair. that the acceptance of the Public Offer will ensure to the shareholders who wish for a liquidation of their stakes better terms than those recently on the market. that the acquisition of the Company by the Offeror will ensure the continuous profitable development of the Company and is not expected to have substantially negative impact to the current employment policy in the Company. CONSIDERS that another offer, competitive of the current Public Offer, that would be in the interest of the shareholders of the Company would probably be unfeasible, because of the control that the Unilever Group already has in the Company. RECOMMENDS that, subject to the submission of a competitive or revised Public Offer, the shareholders of the Company accept the Public Offer as described in the Offering Circular.