Karamolegos: Start of the Acceptance Period on 9/3

The Board of Directors of the Hellenic Capital Market Commission approved on 04.03.2022 the information sheet of the optional public offer which the company with the name “EM. KAR. SOLE SHAREHOLDER SA.” (the “Offeror”) had addressed to the shareholders of the company (the “Shareholders”) “KARAMOLEGGOS BAKERY SA” for the acquisition of all the common registered, intangible, after voting shares of the Company ( the “Shares”), which were not owned directly or indirectly by the Offeror and / or the Coordinated Persons (as defined below) on the date on which the Offeror started the Public Offering process, in accordance with art. 7 par. 1 of Law 3461/2006, ie on 07.01.2022 (the “Date of Public Offer”).

As of the present date, the paid-up share capital of the Company amounts to € 3,808,392 and is divided into 9,520,980 Shares, which are traded on the Main Market of the Athens Stock Exchange (the “ATHEX”).

Mr. Emmanuel Karamolegos, Mrs. Olympia Sarrou (husband of Mr. Emmanuel Karamolegos), Mr. Elias Karamolegos (son of Mr. Emmanuel Karamolegos), as well as the company “Holdway Limited” controlled by Mr. Elias Karamolegos, are Persons Acting in a Coordinated Mode with article 2 (e) of the Law (the “Coordinated Persons” or “Persons Acting in Coordinated with the Proposer”), following a verbal agreement dated 05.01.2022. The sole Shareholder of the Offeror is Mr. Emmanuel Karamolegos, who holds 100% of the shares and voting rights. Apart from these there are no other Persons Acting in Coordination with the Offeror.

As required by Law, the Offeror initiated the Public Offering process on the Date of the Public Offer, informing in writing the EC and the Company’s Board of Directors, submitting to them a draft prospectus (the “Fact Sheet”), according to the Article 10, paragraph 1 of the Law, as well as the valuation report (the “Valuation Report”) in the EC, as provided for in Article 9, paragraphs 6 and 7 of the Law (see relevant section 2 below “Offer Price”). Subsequently, the Public Offer and the Valuation Report were duly announced, in accordance with the provisions of article 16, paragraph 1, of the Law.

On the Date of the Bid, the Bidder and the Coordinated Persons held a total of 8,898,151 Shares which represented approximately 93.46% of the total paid-up share capital and voting rights of the Companywhile neither the Offeror nor any other Person Acting in Coordination with the Offeror held, directly or indirectly, other Shares or voting rights of the Company.

At the Date of the Public Offer, the Public Offer concerns the acquisition of all the Shares, which were not owned, directly or indirectly, by the Offeror and any Person Acting in Coordination with the Offeror, ie 622,829 Shares, which represented approximately 6.54% of the total paid-up share capital and voting rights of the Company (the “Shares of the Public Offering”).

It is noted that, during the period from the Date of the Public Offer (ie 07.01.2022) until 18.02.2022, the Offeror acquired a total of 194,247 Shares, corresponding to 2.04% of the total paid-up share capital and voting rights. Company at a price per Share equal to the Offer Price (as defined below), with the result that the percentage of voting rights of the Company held by the Offeror and the Coordinated Persons is approximately 95.50%, while neither the Offeror nor any other Person Acts Coordinated with the Offeror, owned, directly or indirectly, other Shares or voting rights of the Company on the above date.

THE Offer offers € 3.22 in cash (the “Offer Price”), for each Share of the Public Offer that is legally and validly offered within the acceptance period of the Public Offer (the “Acceptance Period”).

The Price Offer meets the criteria of “fair and reasonable” consideration, as described in article 9, paragraphs 4 and 6 of the Law and which are the following:

(a) the weighted average market price of the Share (“MXTM”) during the last six (6) months preceding the date on which the Bidder submits the Public Offer;

(b) the maximum price at which the Offeror and / or any Person Acting in Coordination with the Offeror or any other person acting on its behalf acquired Shares during the twelve (12) months prior to the date on which the Offeror submits the Public Offer, and

(c) the price per Share resulting from the Valuation.

In this Public Offer, the Price offered:

i. Exceeds by 0.38% the MXTM of the Shares during the last six (6) months preceding the Date of the Public Offer, ie on 07.01.2022, which price amounted to € 3,2078 per Share,

ii. Exceeds by 28.80% the maximum price at which the Bidder and / or any Person Acting in Coordination with the Bidder acquired Shares during the twelve (12) months preceding the Public Offer Date, ie 07.01.2022. Specifically, the Offeror acquired on 22.10.2021 from Mrs. Maria Karamolegkou a total of 1,920,700 Shares, which she owned directly and indirectly, at a price of € 2.5 per Share. It is noted that, in addition, neither the Offeror nor any Person Acting in Coordination with the Offeror acquired Shares at a price higher than € 2.5 per Share during the twelve (12) months prior to the Public Offer Date.

iii. Exceeds by 5.23% the price per Share resulting from the Valuation, which price amounts to € 3.06 per Share. The Offeror states that the case of paragraph 6 (b) of article 9 of the Law occurs, as, during the 6 months preceding the Date of the Public Offer, ie on 07.01.2022, the transactions made on Shares (excluding the transactions on which the Offeror and the Coordinated Persons participated in) did not exceed 10% of the total Shares, and in particular amounted to 1.53% of their total. Therefore, the Offeror designated the societe anonyme with the name “PRISGUOTERHOUSCOPERS SOCIETE ANONYME” (the “Valuer”), as an independent valuer for the performance of the valuation of the preparation of a relevant valuation report, which is made public in accordance with article 16, paragraph 1 of the Law at the same time as the publication of this announcement. The price resulting from the Valuation amounts to € 3.06 per Share.

It is noted that, according to the statement of the Appraiser of the Offeror and the Company, the Appraiser meets the criteria of paragraph 7 of article 9 of the Law and specifically is (i) recognized, (ii) has the necessary organization, staff and experience in business appraisals , and (iii) is independent of the Offeror and the Company and in particular has not had or has not in the last five (5) years a professional relationship or cooperation with the Offeror or with Coordinated Persons and / or with the Company and its affiliates .

Therefore, the Offer Price meets the requirements of article 9, paragraphs 4 and 6 of the Law.

It is noted that, the Offeror will not undertake on behalf of the Shareholders who legally and validly accept the Public Offer (the “Accepting Shareholders”) the payment of the foreclosure rights of the over-the-counter transfer of the Shares that will be legally and legitimately offered to Transferred Shares “) in favor of the Hellenic Central Securities Depository Societe Anonyme (the” EL.K.AT. “), provided in the Annex of the codified decision no. 18 (meeting 311 / 22.02.2021) of the Board of Directors of EL.K.AT. and today amount to 0.08% of the value of the transfer and with a minimum charge of an amount equal to the minimum between € 20 or 20% of the value of the transaction for each Accepting Shareholder.

In addition, the Offeror does not undertake the payment of the amount corresponding to the tax provided for in article 9 of Law 2579/1998, currently amounting to 0.20% of the transaction value, which will be borne by the Accepting Shareholders. Consequently, the Accepting Shareholders will receive the total amount of the Offer Price reduced by i) the amount resulting from the rights in favor of EL.K.AT. and (ii) the amount of the aforementioned tax.

Acceptance Period

The Offeror intends to acquire Shares through the ATHEX. or over-the-counter at any time from the date hereof until at least the end of the Acceptance Period, at a price per Share equal to the Offer Price. These acquisitions of Shares will be declared and published in accordance with article 24 (2) of the Law and the applicable provisions of Law 3556/2007, as amended and in force, and Regulation (EU) no. 596/2014, where required.

THE during the Acceptance Periodwithin the meaning of article 18 paragraph 2 of the Law, will be four (4) weeks, starting on 09.03.2022 and time 08:00 (Greek time) and ending on 06.04.2022 with the end of the operating hours of the banks that operate in Greece.

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