Supply of raw milk

Merger

Phase II (Article 8 par. 6 and 8  L. 3959/2011)

Clearance on conditions

DELTA FOOD S.A.

MEVGAL S.A.-DAIRY INDUSTRY

By its Decision No. 598/2014, the Hellenic Competition Commission (HCC)  approved the notified concentration regarding the acquisition of sole control of the company “MEVGAL S.A.-DAIRY INDUSTRY”(acquired) by the company “VIVARTIA HOLDINGS AE”(acquiring), under terms and conditions (remedies), on the basis of the commitments made by the acquiring to the HCC.

In summary, based on the Commission decision, the acquirer shall:

1. Divest the business activity consisting of the production of chocolate milk under the brand “Topino”,  as it is used and is sold today by the acquired, including: the concession, at the choice and on behalf of the prospective buyer, of the production capacity of the said chocolate milk at market prices, for a transitional period of two (2) years from the completion of the transaction clearance •the concession, at the choice and on behalf of the prospective buyer, of the possibility of distributing the said chocolate milk through the existing distribution networks (and later through the single entity) at cost prices and under the pre-merger distribution conditions, for a transitional period of two ( 2) years from the completion of the transaction clearance, and •the appointment of trustees, with the approval of the HCC, for the correct fulfillment of the above conditions and commitments.

2. Continue to buy the existing offered quantities of raw milk by the producers of the prefectures of Imathia and Pella who were already the suppliers of the acquired and the acquiring company from 1/08/2014 until 31/10/2014, provided that these producers wish to continue to offer their production to the emerging entity, at their sole discretion and freedom, including the possibility of signing non-exclusive contracts, with the condition of the possibility of termination of the contracts(or the cooperation, if contracts are not signed) by the producers,without penalties. The duration of this behavioural measure was set at two (2) years, starting on the date of the completion of the merger.

By its decision, the Commission threatened VIVARTIA that in case of non-compliance with the above terms and conditions, it could be fined up to 10% of the turnover of the last financial year.