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Ring International and Helios Enter Into Share Purchase Agreement

October 24, 2013

Helios Domžale d.d. and Ring International Holding (RIH), a Vienna-based industrial group active in the fields of stationery products and industrial coatings, agreed on the terms and conditions of a share purchase agreement (SPA) in which RIH is to acquire 73.12 percent of the shares in Helios. Completion of the share transfer is still subject to certain conditions customary for his type of transaction, including merger control clearance. Once the share transfer is completed, RIH will – in accordance with applicable Slovenianlaw – publish the takeover intention and subsequently a mandatory takeover offer to theremaining minority shareholders of Helios.

Strongly believing in the strengths and prosperous future of Helios, RIH will integrate part of its existing coating division into Helios' operations with the aim of increasing efficiency of the combined group, through economies of scale, innovation and the realization of synergies especially in the fields of R&D, and by unifying branding and marketing, according to the company. R&D activities of the enlarged group will be centralized in Slovenia in order to concentrate all knowledge and innovation in Helios Domžale. RIH, thus intends to preserve and further create highly skilled workplaces in Slovenia. Helios will become the headquarter of the combined entity and the umbrella brand of the new combined entity and shall become an active consolidator of the coating industry in Europe, with a special focus on SEE (South - Eastern Europe) and CIS (Commonwealth of Independent States) region. RIH will further develop the Helios brand and its main brand names. Slovenian main manufacturing locations shall remain the centerpiece of Helios’ business activities. Employment levels at Helios in Slovenia shall be substantially maintained or increased.

Mr. Gerald Martens, CEO of RIH, is enthusiastic about the upcoming challenges: “We are glad to have reached an agreement regarding the acquisition of a considerable stake in Helios. RIH as a strategic partner will integrate its coating division into Helios group and thereby accelerate future expansion of the combined group. It is RIH’s dedicated strategy to make Helios one of the leading pan-European coating players offering a comprehensive product range RIH will add significant value to all Slovenian stakeholders of Helios. Helios is a leading manufacturer of coatings in South Eastern Europe. Headquartered in Slovenia (Domžale near Ljubljana), Helios employs approximately 2,200 employees and runs ten productionplants located in Slovenia, Croatia, Russia, Serbia and Ukraine. The Company’s product portfolio covers the full spectrum of coating products including decorative coatings, car refinishing coatings, coatings for metal industry, coatings for wood industry, powder coatings, road marking paints and synthetic resins. The company enjoys leading market positions in selected geographies and product categories with a strong portfolio of well-known established brands such as Mobihel, Helios, Chromos, Belinka, Zvezda, Colomix, Odilak, Duga and Color.

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