Athens, November 8th, 2024
ANNOUNCEMENT
Approval of the Draft Division Agreement – Completion of Publication
Requirements –Documents available to the Shareholders
ATTICA HOLDINGS S.A. ("ATTICA" or "the Company") announces that its Board of Directors, at its meeting on November 7th, 2024, approved the Draft Division Agreement by way of a spin-off of ATTICA's passengers, private vehicles, and freight units sea transport sector ("the Sector") and its absorption by the 100%-owned subsidiary "BLUE STAR FERRIES SINGLE-PERSON MARITIME SHIPPING S.A." ("BLUE STAR FERRIES"), in accordance with the provisions of L. 4601/2019, L. 4548/2018, L.D. 1297/1972, as in force, as well as applicable Greek legislation ("the Spin-off").
ATTICA will receive 15,931,689 new common (registered) shares of a nominal value of €2.93 each, issued by BLUE STAR FERRIES in exchange for the assets of the Sector contributed to BLUE STAR FERRIES. As a result of the issuance of these new shares to ATTICA, the share capital of BLUE STAR FERRIES will be increased by €46,679,848.77, to a total of €252,988,813.65, divided into 86,344,305 common registered shares of a nominal value of €2.93 each. Following the completion of the transformation, ATTICA will retain 100% ownership of BLUE STAR FERRIES.
Upon completion of the transformation, ATTICA will retain its remaining activities and assets, including: a) direct and indirect participations in domestic and/or foreign legal entities, as well as other entities, whether existing or to be established, of any form and purpose; b) the management of real estate assets owned by ATTICA or by companies in the group, of which is the parent company, as well as properties owned by third parties; c) the provision of administrative services to companies within the group, of which is the parent company, and to third parties; d) the provision of advisory services related to planning, development, research, resolution, evaluation, business strategy, acquisitions, sales, mergers and corporate reorganizations, to companies in the group, of which is the parent company, and to third parties; e) corporate communication for all companies within the group of which is the parent company; f) as a listed company on the Athens Exchange, services related to corporate announcements, shareholder services, including shareholder communication and the observance of shareholder registers, as well as the provision of the regulatory and institutionally mandated services of internal audit, compliance, and risk management, for all companies in the group, of which is the parent company. BLUE STAR FERRIES, as a dedicated shipping company, will be the owner of 17 vessels.
Furthermore, ATTICA announces that, in compliance with applicable legislation, the Draft Division Agreement, the Board of Directors' Report that will be submitted to the General Meeting of Shareholders, as well as the Reports of the independent expert pursuant to Articles 62 and 10 of Law 4601/2019 and Article 17 of Law 4548/2018, have been filed with the General Commercial Registry and made public on the Company’s website as of November 8th, 2024.
ATTICA also announces that, in accordance with applicable legislation, as of today, November 8th, 2024, the following documents are available to shareholders in Greek language on ATTICA’s website, under the "INVESTOR CENTER" section (https://attica-group.com), as well as at the Company's headquarters:
a) Draft Division Agreement,
b) Annual Financial Statements and Annual Management Reports of the Boards of Directors of ATTICA and BLUE STAR FERRIES for the last three fiscal years (2021, 2022, 2023),
c) Interim Financial Report of ATTICA for the period from January 1st, 2024, to June 30th, 2024,
d) Accounts of ATTICA’s Sector as of June 30th, 2024, and Transformation Financial Statement of BLUE STAR FERRIES as of June 30th, 2024,
e) Accounts of BLUE STAR FERRIES as of September 30th, 2024,
f) Reports of the Boards of Directors of ATTICA and BLUE STAR FERRIES in accordance with Article 61 of Law 4601/2019,
g) Report issued by "PricewaterhouseCoopers S.A." in accordance with Articles 62 and 10 of Law 4601/2019, and
h) Report issued by "PricewaterhouseCoopers S.A." in accordance with Article 17 of Law 4548/2018.
The completion of the Division is subject to the approval of the General Meetings of the shareholders of ATTICA and BLUE STAR FERRIES.