alfa-beta vassilopoulos s.a.alfa-beta vassilopoulos s.a. is audited by certified public accountants....

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ALFA-BETA VASSILOPOULOS S.A.

INFORMATION MEMORANDUM

On the Acquisition of 100.00% of the Company

PLUS HELLAS E.P.E. & SIA E.E.

(renamed “HOLDING AND FOOD TRADING COMPANY SINGLE PARTNER LIMITED LIABILITY COMPANY & CO LIMITED PARTNERSHIP”, pursuant to Law 3190/1955)

in accordance with article 287 of the Athens Stock Exchange Regulation

Athens, July 2008

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CONTENTS

1. General _______________________________________________________________________ 4

1.1 The Purpose of Drafting this Information Memorandum _________________________ 4

1.2 Persons Responsible for Drafting the Information Memorandum __________________ 4

1.3 Statutory Auditors _________________________________________________________ 4

2. Acquisition ____________________________________________________________________ 5

2.1 Description & Terms of the Acquisition ________________________________________ 5

2.2 Information on the criteria determining the price________________________________ 6

2.3 Method of Payment of the Price ______________________________________________ 7

2.4 Financing of the Acquisition _________________________________________________ 7

2.5 Reference to Matters of the Competition Commission ____________________________ 7

2.6 Effects on the Financial State of the Company __________________________________ 8

3. Pre-existing Ties between the Companies____________________________________________ 9

4. Information on the Purchasing Company ALFA-BETA VASSILOPOUOS S.A. ___________ 10

4.1 General Information_______________________________________________________ 10 4.1.1 Brief History __________________________________________________________ 11

4.2 Description of the Company’s Scope of Activities _______________________________ 12 4.2.1 Sales and Distribution Network ___________________________________________ 12

4.3 Shareholder Composition___________________________________________________ 14

4.4 Development of Share Capital _______________________________________________ 14

4.5 Members of Administration, Management or Supervisory Bodies _________________ 16

5. Information on the Acquired Company ____________________________________________ 17

5.1 General Information_______________________________________________________ 17 5.1.1 Objective_____________________________________________________________ 17

5.2 Brief History of the Acquired Company_______________________________________ 18

5.3 Scope of Activities _________________________________________________________ 18

5.4 Shareholder composition ___________________________________________________ 19 5.4.1 Development of Share Capital ____________________________________________ 19 5.4.2 Shareholder composition before the Acquisition ______________________________ 19 5.4.3 Shareholder composition after the Acquisition________________________________ 20

5.5 Board of Directors_________________________________________________________ 21 5.5.1 Administrators before the Acquisition ______________________________________ 21 5.5.2 Administrators after the Acquisition________________________________________ 21

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5.6 Holdings of the BoD Members and Majority Shareholders in the Management or Capital of other Companies______________________________________________________________ 21

5.7 Historical Financial Data of the Acquired Company for the Fiscal Years 2006-2008 __ 22 5.7.1 Turnover Evolution_____________________________________________________ 23 5.7.2 Assets’ structure and financial position _____________________________________ 27

6. Appendix_____________________________________________________________________ 31

General

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1. General

1.1 The Purpose of Drafting this Information Memorandum

This Information Memorandum is being issued for the purpose of providing comprehensive and accurate information to shareholders and investors, as well as to the Board of Directors of the Athens Stock Exchange regarding the agreement for the acquisition of the company known as HOLDING AND FOOD TRADING COMPANY SINGLE PARTNER LIMITED LIABILITY COMPANY & CO LIMITED PARTNERSHIP (former PLUS HELLAS E.P.E. & SIA E.E.) by the listed company “ALFA-BETA VASSILOPOULOS S.A.”. It is noted that the acquired company is active in the same sector as the purchasing company, namely the food retail sector. The drafting and distribution of this information memorandum took place in accordance with the provisions of article 287 of the ATHEX Regulation, as well as with decision no. 33/24.11.2005 of the ATHEX BoD. The information memorandum concerns the buyout for the acquisition of control of an unlisted company by a listed one, where the acquisition price exceeds 30% of the listed company’s shareholder’s equity (point (a) of the above decision of the ATHEX BoD). For further information, investors may visit the offices of ALFA-BETA VASSILOPOULOS S.A. during working hours at 81 Spaton Ave., Gerakas, Attica, tel.: +30 210-66.08.000 (Head: Ms. Maria Kuhkalani, tel.: +30 210-66.08.102).

1.2 Persons Responsible for Drafting the Information Memorandum The person responsible for drafting the information memorandum and ensuring the accuracy of the data contained therein is Ms Maria Kuhkalani (Financial Director). The Board of Directors hereby declares that the content of this Information Memorandum has been brought to the attention of all of its members, and it certifies, together with the authors, that: a. All the information and facts contained therein are comprehensive and true. b. There is no information and no events have taken place, whose concealment or omission could render the entirety or part of the information and facts included in the Information Memorandum as misleading. Interested parties may obtain the Information Memorandum from the Company’s registered offices (81 Spaton Ave., Gerakas, Attica). 1.3 Statutory Auditors ALFA-BETA VASSILOPOULOS S.A. is audited by certified public accountants. The audit of both the individual and consolidated financial statements for the years ended 31/12/2005 and 31/12/2006 was conducted by the certified public accountant-auditor Nikolaos Sofianos (Deloitte), 250-254 Kifissias Ave., Halandri, Institute of Certified Public Accountants of Greece Reg. No. 12231. The audit of both the individual and consolidated corporate financial statements for the year ended 31/12/2007 was conducted by the certified public accountant-auditor Michalis Hadjipavlou (Deloitte), 250-254 Kifissias Ave., Halandri, Institute of Certified Public Accountants of Greece Reg. No. 12511.

Pre-existing Ties between the Companies

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2. Acquisition 2.1 Description & Terms of the Acquisition The strategy of ALFA-BETA rests on the achievement of a constantly increasing Company value for the shareholders through quantitative and qualitative targets, such as its growth with the intention of achieving national coverage. In this framework, on 1 April 2008 ALFA-BETA VASSILOPOULOS S.A. signed an agreement for the acquisition of 100% of the share capital of the company PLUS HELLAS E.P.E. & SIA E.E. in exchange for the amount of 69.535 million euros that was paid in full and is subject to contractual adjustments. More specifically, 100% of the share capital was obtained through the direct acquisition of 99.9999% of the share capital of PLUS HELLAS E.P.E. & SIA E.E. in exchange for the amount of 69.515 million euros, and the remaining 0.0001% was obtained through the acquisition of 100% of the share capital of the company PLUS HELLAS E.P.E., a general partner of PLUS HELLAS E.P.E. & SIA E.E., in exchange for the amount of 20,000 euros, which was paid in full. The transfer of the shares was completed following the approval of the merger by the Competition Commission and the obtainment of the necessary licenses concerning the real estate in frontier regions. On the basis of the above, at its meeting held on 18.3.2008 the Board of Directors of ALFA-BETA VASSILOPOULOS S.A. decided on: The acquisition by the Company of nine hundred and eighty-four thousand, nine hundred and ninety-nine (984,999) equity shares with a nominal value of one hundred euros (€100.00), issued by PLUS HELLAS E.P.E. & SIA E.E., or a percentage of 99.9999% of its paid-up share capital, and the acquisition by the company of four hundred (400) equity shares of the company PLUS HELLAS E.P.E., each worth fifty euros (€50.00), or a percentage of 100% of its share capital; the latter holds an equity share of PLUS HELLAS E.P.E. & SIA E.E. worth 100 euros. The total price for the acquisition of 100% of the paid-up share capital of PLUS HELLAS E.P.E. & SIA E.E., namely 985,000 equity shares, amounts to €69,535,000.00 and corresponds to €70.59 per equity share. The agreement for the acquisition of 99.9999% of the shares of PLUS HELLAS E.P.E. & SIA E.E. was concluded on the basis of a private agreement for the transfer of equity shares, which was signed on 01.04.2008, at which time the amount was paid in full. The agreement for the acquisition of 100% of the shares of PLUS HELLAS E.P.E. was concluded on the basis of a notarial document for the transfer of equity shares, which was signed on 01.04.2008, at which time the amount was paid in full. Following the acquisition of the above two companies and by virtue of the provisions of Law 3195/55, the acquired companies were renamed HOLDING AND FOOD TRADING COMPANY SINGLE PARTNER LIMITED LIABILITY COMPANY and HOLDING AND FOOD TRADING COMPANY SINGLE PARTNER LIMITED LIABILITY COMPANY & CO LIMITED PARTNERSHIP respectively.


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2.2 Information on the criteria determining the price

The amount for the acquisition of 99.9999% of the paid-up share capital of PLUS HELLAS E.P.E. & SIA E.E. shall be financed by bank loan. The evaluation of PLUS HELLAS E.P.E. & SIA E.E. was carried out by the purchasing company and was based on the assertion that the company shall remain “in operation”. This assertion considers that: a. the Management of the Company shall apply only those functional and financial strategies that shall maximise its value, and b. there is no uncertainty as to future events (such as e.g. continual operational losses, especially a weak financial structure) that could question the basic assertion that the company shall continue to operate normally. In the analysis for the evaluation and, consequently, in the determination of the price, the following factors were taken into account: • The distribution network and geographic dispersion of the stores of the acquired company. • The appraisal of the commercial value of privately owned stores and warehouses. • The current financial state and anticipated development of the sector. • Its reputation and clientele. Also, by way of example, the analysis included the following:

• The analysis of the financial statements for the fiscal years from 12/02/2004 to 30/04/2005, from 01/05/2005 to 30/04/2006, and from 01/05/2006 to 30/04/2007. • The preparation of budgetary evaluation models based on which the company’s value was determined by means of the Discounted Cash Flow Method, in accordance with the strategy of ALFA-BETA VASSILOPOULOS S.A. (no. 1 in the table below). • Data was gathered on related companies whose shares are listed, which assisted in determining the value of the company on the basis of the Capital Market Index Method (no. 2 in the table below). • Τhe company has not been audited by the tax authorities for all its operating fiscal years. The acquiring company did not assess any tax differences that may arise for the acquired company. It is noted, however, that any tax differences shall be added to the resulting price. • Based on the assurances of the acquired company’s Management, there are no additional doubtful debts concerning the fiscal year from 01/05/2007 to 31/03/2008. The commercial value of 99.9999% of the shares of PLUS HELLAS E.P.E. & SIA E.E. by method of evaluation, on 31/12/2007, is as follows:


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no. Evaluation Method Estimated Value (in thousands of

€)

Weighting Coefficient

1 Discounted Cash Flow Method 76,325 65 2 2.1 2.2

Capital Market Index Method Multiple of EBITDA: 8.9x Percentage on sales: 77%

53,000

58,000

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Estimated Value of 99.9999 % of the shares of PLUS HELLAS E.P.E. & SIA E.E.

Based on the values of each method and the corresponding weighting coefficients, it is estimated that the commercial value of 99.9999% of the shares of PLUS HELLAS E.P.E. & SIA E.E. on 31.12.2007 ranges between the figures of methods 1 and 2.2, and amounts to €69,515,000.00.

2.3 Method of Payment of the Price The agreement for the acquisition of 99.9999% of the shares of PLUS HELLAS E.P.E. & SIA E.E. was established on the basis of a private agreement for the transfer of equity shares, which was signed on 01.04.2008, at which time the amount was paid in full.

2.4 Financing of the Acquisition In parallel with the acquisition of PLUS HELLAS E.P.E. & SIA E.E., ALFA-BETA VASSILOPOULOS S.A. is continuing its structural expansion through the operation of new company stores. The structural expansion of the Company shall be financed by own operating funds. For this reason, the amount for the acquisition of 99.9999% of the paid-up share capital of PLUS HELLAS E.P.E. & SIA E.E. was financed by a short-term bank loan, which following the approval of the Board of Directors on 23.04.2008 was converted into a corporate bond. Specifically, the amount of the bank loan that covered the price for the acquisition amounted to €80,000,000. 2.5 Reference to Matters of the Competition Commission In the framework of the implementation of article 4(b) of Law 703/1977, ALFA-BETA VASSILOPOULOS S.A. has submitted to the Competition Commission a merger notice for the acquisition of 99.9999% of the shares of PLUS HELLAS E.P.E. & SIA E.E., and the Competition Commission, by means of its decision no. 381/V/2008, approved the merger concerning the acquisition by ALFA-BETA VASSILOPOULOS S.A. of the total number of equity shares of the special partnership PLUS HELLAS E.P.E. & SIA E.E. and PLUS HELLAS E.P.E.


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2.6 Effects on the Financial State of the Company Through the acquisition of PLUS HELLAS E.P.E. & SIA E.E., ALFA-BETA VASSILOPOULOS S.A., already enjoying a prominent position in the retail market, is accelerating the process of its geographic expansion to areas where its presence has been limited to date.

Taking into account the fact that ALFA-BETA stores are holding the second place in sales per store in the Greek market, and also that the PLUS HELLAS E.P.E. & SIA E.E. stores shall be renovated and upgraded to the standard of the ALFA-BETA stores, it is believed that the sales of PLUS HELLAS E.P.E. & SIA E.E. stores shall increase accordingly, thus contributing to the increase of the group’s total sales.

The stores of PLUS HELLAS E.P.E. & SIA E.E. shall significantly reinforce the position of ALFA-BETA, since they complement and strengthen the geographic penetration of the Company. Many of these stores are located in areas (Northern and Central Greece) where the presence of ALFA-BETA is still limited. This acquisition shall enhance the ambitious investment plans of ALFA-BETA and strengthen its position as the No. 2 supermarket chain in the Greek food retail sector.

The existing warehouse of PLUS HELLAS E.P.E. & SIA E.E., which covers a surface area of 36,000 sq. m. and is situated in Sindos in the prefecture of Thessaloniki, alters the plans of ALFA-BETA to create a warehouse in the same area. In this way it shall optimise its distribution network and support its future development in Northern Greece.

It is estimated that PLUS HELLAS E.P.E. & SIA E.E., will contribute to a sales increase of the Group ALFA-BETA VASSILOPOULOS S.A. by 6% as well as to market share increase of the Group by 1.2%.

For 2008, the acquisition is expected to slow down the growth of profit .

With the above facts, as well as with the resultant economies of scale from the synergies, throughout the management and human resources spectrum of the two companies, there will be a strengthening of both the financial position of the Group and its competitiveness.


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3. Pre-existing Ties between the Companies • There is no share relationship between the two companies, nor any direct or indirect relationship with other affiliated companies.

• There are no BoD members or senior managers who serve both companies.

• There are no securities that have been given by one company in favour of the other, nor are there any financial agreements, collaborations and dealings between the purchasing and acquired company.

• There are no companies in which the purchasing company and acquired company have a joint interest, nor is there any dependence between the affiliated companies at the Group level.

Information on the Purchasing Company

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4. Information on the Purchasing Company ALFA-BETA VASSILOPOUOS S.A. 4.1 General Information The Company is enrolled in the Company Register of the Ministry of Commerce of the East Attica Prefecture, and holds Company Reg. No. 13363/06/Β/86/17. Its registered name is “ΑΛΦΑ-ΒΗΤΑ ΒΑΣΙΛΟΠΟΥΛΟΣ ΑΝΩΝΥΜΗ ΕΤΑΙΡΙΑ” and its trade name is “ΑΒ ΒΑΣΙΛΟΠΟΥΛΟΣ… even the birds’ milk!”. In its dealings abroad, it goes by the name of “ALFA-BETA VASSILOPOULOS S.A.” and the trade name “AB VASSILOPOULOS… even the bird’s milk!”.

The registered offices of the Company are located in the Municipality of Gerakas, Attica (81 Spaton Ave., tel.: +30 210-66.08.000). Duration: 50 years from its establishment, that is until 16/12/2019.

The mission of ALFA-BETA, as it is stated under article 2 of its Articles of Association, is the following:

1) The running of a small industry and commercial undertaking for the trading of high quality food products, and especially the processing, standardisation, packaging and sale of meat, agricultural products, dried fruit, herbs and other products of domestic or personal use, as well as the organisation and setting-up of supermarkets and mixed food stores for the sale of the aforementioned goods through modern methods of promotion, distribution and sale. Among the company’s goals is the organisation of centres for gathering the aforementioned products, and the creation of facilities for their refinement, which shall be equipped with the necessary modern mechanical equipment; as well as the establishment and exploitation of organised agricultural farms of a business nature.

2) The undertaking of all types of technical works and constructions, the purchase of real estate for the purpose of reselling and creating supermarkets and mixed food stores.

3) The operation and exploitation of fuel stations either on privately-owned or leased property.

4) The ownership and/or issuance of publications on boosting sales and promoting the company’s image (A-B MAGAZINE, etc.).

5) Representation, agencies and collaboration with firms in Greece or abroad, or other enterprises.

6) The provision of services and goods through the system of issuing and granting vouchers.

7) Collaboration with banking institutions for the purpose of issuing credit cards bearing the Company logo.

8) The collection of money for the account and by order of third persons.

9) The provision of management services to other enterprises in Greece or abroad.

The choice of means that shall serve the objective of the Company belongs to the Board of Directors. No acts of management, administration or appropriation shall be excluded from these means, which are recognised as objectives.


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In order to serve the objective of the company, the Company may – by decision of the Board of Directors – establish branches and agencies in Greece or abroad and form workshops on property that it shall either purchase or lease for this purpose.

Coming within the objective of the company – evidently, pertaining to an objective in itself, and generally – is any action or transaction, whether in the commercial or small industry sector, that may constitute a means for the realisation of the objectives under paragraphs 1, 2, 3 and 4.

ALFA-BETA applies the rules and principles of Codified Law 2190/1920 on sociétés anonymes.

4.1.1 Brief History

In December 1969 the Société Anonyme “Gerasimos and Charalambos Vassilopoulos ALFA-BETA COMMERCIAL AND INDUSTRIAL COMPANY S.A.” (Government Gazette 1333/16.12.1969) was founded with its main scope and objective being the running of a small industry and commercial undertaking for the trading of high quality food products and the processing, standardisation, packaging and sale of meat, agricultural products, dried fruit, herbs and other products of domestic or personal use, as well as the organisation of facilities and supermarkets for the sale of the aforementioned goods through modern methods of promotion, distribution and sale. Among the company’s goals is the organisation of centres for gathering the aforementioned products, and the creation of facilities for their refinement, which shall be equipped with the necessary modern mechanical equipment. The registered offices of the Company were in Athens, its duration was set for 50 years and its share capital amounted to 6 million drachmas.

In 1990 the Company was listed on the Athens Stock Exchange and in that same year it opened the MEGA store at Hellinikon, which was awarded in 1991 by the International Association of Retail Traders (A.I.D.A.) as the best and most comprehensive supermarket in Europe. In July 1992 ALFA-BETA became a member of the international DELHAIZE Group (www.delhaize.com).

In 2001 the Company acquired TROFO S.A., which also has ENA S.A., a subsidiary that is involved in the wholesale trade of food products (Cash-and-Carry). In 2004 the four-year-long efforts to integrate the TROFO personnel and stores in the operation and culture of ALFA-BETA were completed through the merger and absorption of TROFO by ALFA-BETA.

ALFA-BETA is currently the second largest company in the food retail sector in Greece. On 31.12.2007 it ran a total of 158 stores, of which 113 were supermarkets with the ALFA-BETA and AB City logo, 10 were wholesale stores with the ENA Cash-and-Carry logo, and 36 were stores with the ΑΒ Shop&Go and AB Food Market logos, which constitute the Company’s franchising network.

ALFA-BETA VASSILOPOULOS S.A., being true to its philosophy on the provision of high-quality products and services, and taking advantage of the new reality, is constantly enriching its competitive advantages. The quality, variety, service, investment in competitive prices, excellent hygiene conditions and innovative applications in the field of retail food trade constitute its strong weapons and the points that set it apart from its competitors.


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4.2 Description of the Company’s Scope of Activities ALFA-BETA is active in the food retail and consumer goods sector through its 113 supermarkets in the wider Athens region (72 stores), in the Peloponnese (17 stores), in Central Greece except for the Attica Prefecture (7 stores), in the Magnesia Prefecture (2 stores), Larissa Prefecture (1 store), Pieria Prefecture (1 store), Ioannina (3 stores), the Ionian Islands (2 stores), the Aegean Islands (2 stores) and in Thessaloniki (6 stores).

Also included in the ALFA-BETA sales network are 36 franchise stores. Out of these stores, 7 operate in Attica, 8 on the Aegean Islands, 10 in the Peloponnese, 3 on the Ionian Islands, 6 in Central Greece and Euboea, 1 in Arta and 1 in Thessaloniki.

ENA S.A. is involved in wholesale trade (Cash-and-Carry) through its 10 stores that cover the entire country. Specifically, it operates one store in each of the following wider regions: Athens, Volos, Chalkida, Argos, Serres, Kalamata, Corfu, Ioannina, Crete and Patras.

4.2.1 Sales and Distribution Network

ALFA-BETA stores have been grouped into five categories, mainly according to their sales space, turnover, variety and, lastly, their organisational structure. All ALFA-BETA stores are equipped with modern cash registers with barcode scanners, state-of-the-art refrigerators with controlled temperatures and storage spaces organised and equipped in accordance with recent international standards. The network of ALFA-BETA stores amounted to 113 stores on 31/12/2007, the ENA S.A. network amounted to 10 stores, whereas the Company’s franchise network included 36 sales points.


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Table of Stores Belonging to the Group

(a) Supermarket Type (ALFA-BETA) Stores covering 2,000 – 5,000 sq. m. (Mega type), which correspond to 6.2% of the total number of the Group’s supermarket stores. The number of stores falling under this category is 7 (seven) out of a total of 113 (one hundred and thirteen).

Stores covering 1,200 – 1,900 sq. m. (Large type), which correspond to 28.3% of the total number of the Group’s supermarket stores. The number of stores falling under this category is 32 (thirty-two) out of a total of 113 (one hundred and thirteen).

Stores covering 800 – 1.100 sq. m. (Medium type), which correspond to 38.1% of the total number of supermarket stores of the Group. The number of stores falling under this category is 43 (forty-three) out of a total of 113 (one hundred and thirteen).

Stores covering 400 – 600 sq. m. (Small type), which correspond to 17.7% of the total number of the Group’s supermarket stores. The number of stores falling under this category is 20 (twenty) out of a total of 113 (one hundred and thirteen).

City Stores, which are stores that operate based on the self-service system and which correspond to 9.7% of the total number of stores belonging to the Group. The number of stores falling under this category is 11 (eleven) out of a total of 113 (one hundred and thirteen).

(b) Cash-and-Carry Type (ENA S.A.) Cash-and-Carry type stores covering 1,400 – 4,500 sq. m. The total number of stores falling under this category is 10 (ten).

(c) Types of stores in the franchise network AB Shop & Go stores covering 200 – 350 sq. m., which correspond to 53% of the total number of franchise stores. There are 19 (nineteen) stores in this category out of a total of 36 (thirty-six).

ΑΒ Food Market stores covering 500 – 700 sq. m., which correspond to 47% of the total number of franchise stores. There are 17 (seventeen) stores in this category out of a total of 36 (thirty-six).


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4.3 Shareholder Composition The shareholder composition of ALFA-BETA VASSILOPOULOS S.A., as at 31.12.2007, is broken down in the following table: Shareholders Number of Shares Holding Delhaize The Lion Nederland BV 7,803,033 61.28% Clearstream Banking 639,119 5.02% HSBC Growth Greek Equity Mutual Fund 340,651 2.68% Panagiotis Vassilopoulos 300,000 2.36% Other Institutional Shareholders 1,179,237 9.26% Other Shareholders 2,470,680 19.40% Total 12,732,720 100.00%

Please note that the company has not purchased own shares.

4.4 Development of Share Capital The initial share capital upon the establishment of the Company was set at 6,000,000 drachmas divided into 1,200 bearer shares with a nominal value of 5,000 drachmas each, paid in cash, as mentioned in the Company’s initial articles of association (Government Gazette 1333/06.12.1969). Ever since there have been increases in the share capital (1974, 1976, 1978, 1982, 1984, 1987, 1988, 1990, 1994, 1998, 2001, 2002) and as a result the current share capital of the Company amounts to 19,099,080.00 EUROS divided into 12,732,720 ordinary registered shares with voting rights and a nominal value of 1.50 EUROS each.

At the Ordinary General Meeting of 04/06/2002 it was decided to increase the share capital through the capitalisation of reserves from the difference of the revaluation of fixed assets of the Company amounting to 4,401,564.06 EUROS and contingency reserves amounting to 299,747.94 EUROS. The nominal value of the shares was increased from 1.47 EUROS to 1.50 EUROS each, with the issuance and free distribution of 2,938,320 new ordinary registered shares (3 new shares for every 10 old shares) having a nominal value of 1.50 EUROS each.

The distribution resulted in fractional balances that were kept in a special account and corresponded to fractional shares in favour of 186 shareholders, adding up to 92 shares. These shares remained in a special account in the name of the company.

By the decision dated 03/06/2003 of the Ordinary General Meeting, authorisation was granted to the Board of Directors to sell the 92 shares over the counter to the shareholder DELHAIZE “THE LION” NEDERLAND B.V. at the highest closing price of the share during its trading on the Athens Stock Exchange in the week preceding the General Meeting, and the corresponding value was paid to each beneficiary shareholder by cheque sent by registered mail on 30/6/2003.


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The table below presents the development of the Company’s share capital:

Date of General Meeting

Increase through payment of Cash

Increase through Capitalisation of

Reserves

Increase through Capitalisation of

Asset Surplus Value Total Share Capital

Nominal Value of

Share New Shares Total Shares

Establishment 6,000,000 GRD 5,000 GRD 1,200

30.12.1974 4,000,000 GRD 5,000,000 GRD 15,000,000 GRD 5,000 GRD 1,800 3,000

22.12.1976 2,500,000 GRD 7,500,000 GRD 25,000,000 GRD 5,000 GRD 2,000 5,000

30.12.1978 17,000,000 GRD 8,000,000 GRD 50,000,000 GRD 5,000 GRD 5,000 10,000

22.12.1982 37,000,000 GRD 34,733,602 GRD 28,266,398 GRD 150,000,000 GRD 5,000 GRD 20,000 30,000

31.12.1984 52,000,000 GRD 18,000,000 GRD 220,000,000 GRD 5,000 GRD 14,000 44,000

31.12.1987 80,000,000 GRD 300,000,000 GRD 5,000 GRD 16,000 60,000

30.06.1988 100,000,000 GRD 400,000,000 GRD 5,000 GRD 20,000 80,000

29.12.1988 52,082,192 GRD 247,917,808 GRD 700,000,000 GRD 5,000 GRD 60,000 140,000

04.07.1990 Decrease of nominal value and corresponding increase of the no. of shares 250 GRD 2.660.000 2.800.000

04.07.1990 196,000,000 GRD 896,000,000 GRD 250 GRD392,000 (O) +

392,000 (P)3,192,000(O)+

392,000(P)= 3,584,000

16.03.1994 736,400,000 GRD 1,632,400,000 GRD 250 GRD2,553,600 (O)+

392,000 (P)5,745,600(O)+

784,000(P)=6,529,600

29.06.1994 858,256,000 GRD 774,144,000 GRD 3,264,800,000 GRD 500 GRD - 6,529,600

29.10.1994 Conversion of all shares from bearer to registered shares

28.05.1997 Conversion of preference shares without voting rights to ordinary shares with voting rights

28.12.1998 1,632,400,000 GRD 4,897,200,000 GRD 500 GRD 3,264,800 9,794,400

19.06.2001 8,839,446 GRD 4,906,039,446 GRD 500.90 GRD 9,794,400

04.06.2002 14,397,768.00 EUR 1.47 EUR 9,794,400

04.06.2002 299,747.94 EUR 4,401,564.06 EUR 19,099,080.00 EUR 1.50 EUR 2,938,320 12,732,720


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4.5 Members of Administration, Management or Supervisory Bodies At 31.12.2007, the Board of Directors of ALFA-BETA VASSILOPOULOS S.A., which was elected by the General Meeting (Minute No. 862/24.01.2007 of the Company Board of Directors), consists of the following:

Board of Directors

Raphael Moissis Chairman, Non-Executive Member

Pierre-Olivier Beckers Vice Chairman, Non-Executive Member

Konstantinos Macheras Managing Director, Executive Member

Renaud Cogels Non-Executive Member

Michel Eeckhout Non-Executive Member

Michael Waller Non-Executive Member

Boyce Craig Owens Non-Executive Member

Baudouin Van der Straten Waillet Non-Executive Member

Konstantinos Kyriakidis Non-Executive Member

Alexandros Fylaktopoulos Independent Non-Executive Member

Trifon Kollintzas Independent Non-Executive Member

The above Board of Directors shall serve a three-year term, which shall be extended until the Ordinary General Meeting that shall approve the annual financial statements for the year in which its term ends, and may not exceed a period of four years. The members of the Board of Directors do not have a majority interest in ALFA-BETA VASSILOPOULOS S.A.

The General Management and Department Directors are presented below:

Managing Director Konstantinos Macheras

Department Directors Executive Director of Finance Maria Kuhkalani

Executive Director of Purchasing Petros Trachanas

Executive Director of Retail Store Operations Dimitrios Printzios

Executive Director of Supply Chain Nikolaos Iosipou

Executive Director of Logistics Spyridon Kyrousis

Executive Director of Human Resources Vassilios Stavrou

Executive Director of Business Development Leonidas Vrettakos

Director of Development & Technical Support Dimitrios Koliolios

Director of IT Department Dimitrios Maniadakis

Director of Internal Auditing Department Theodoros Iliadis

Member of the Executive Committee

Information on the Acquired Company

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5. Information on the Acquired Company 5.1 General Information The company known as Plus Hellas E.P.E. & SIA E.E., with the trade name “PLUS”, is a special partnership that was established by virtue of the private incorporation agreement dated 03.02.2004, which was legally published in the companies register of the Thessaloniki Court of First Instance under LTD serial number 169/9-2-2004 and Register Number 5501. Its Tax Registration Number is 999304087. The Company’s registered offices are in the Municipality of Sindos, Thessaloniki (Thessaloniki Industrial Area, Building Block 41, Postcode 57022, tel.: +30 2310 565400). Duration: indefinite.

5.1.1 Objective

Pursuant to the articles of association of Plus Hellas E.P.E. & SIA E.E. (article 4), as in force, the objective of the company includes the trade (purchase and sale) as well as packaging, processing and standardisation, manufacturing, distribution, import and export of all types of merchandise, especially all kinds of supermarket goods including all food products and items of everyday use (food and non-food items). The company is entitled to carry out any business transactions that are suitable for serving this objective directly or indirectly. More specifically, it is permitted: to create, purchase or lease all kinds of facilities (buildings, technical equipment, etc.) and to establish or acquire the same or similar businesses in Greece or abroad, to participate in such types of businesses, to undertake their representation, as well as to establish branches. Furthermore, pursuant to the objective stated in the articles of association of Plus Hellas E.P.E. (article 4 of the articles of association), the company’s objective includes the following: 1. The trade (purchase and sale), packaging, processing and standardisation, import and export of all types of merchandise, including all kinds of food products and items of everyday use, as well as all types of supermarket goods (food and non-food items). 2. The establishment, holding and management of other companies having a similar or related objective, especially its holding as a general partner in the special partnership that shall be established under the company name of “Plus Hellas E.P.E. & SIA E.E.”. 3. Holdings in or collaboration with existing or other businesses that shall be established in the future in Greece or abroad, which have an objective that is the same as or related to that described above. 4. The unrestricted representation of businesses in Greece and abroad, which are associated with and have an interest in the above. More specifically, the company may – in compliance with the legal stipulations – undertake the representation and management of the future company “Plus Hellas E.P.E. & SIA E.E.”. 5. The company may also engage in any other activities or measures that serve and promote the company’s objective. More specifically, the company may create, lease or acquire any type of facilities (buildings, technical facilities, etc.) required in order to achieve its objective.


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5.2 Brief History of the Acquired Company Plus Hellas E.P.E. & SIA E.E. was established in February 2004. Its fiscal years – following a special permit – follow those of the parent company, whereas the first taxation year regarded the period from 12.02.2004 to 30.04.2005. Plus Hellas E.P.E. & SIA E.E. commenced its business activities in March 2006. At the end of the 2005/2006 fiscal year, the company ran 18 stores and continued its strategic growth up until April 2007, when it counted 33 sales points. On the date of the acquisition the company operated 34 stores, whereas another 4 stores are currently at the construction stage.

5.3 Scope of Activities Plus Hellas E.P.E. & SIA E.E. is a supermarket chain that has been active in the Greek market since 2006. On 01.04.2008 the company’s discount stores amounted to 34. Out of these stores, 13 operate in Attica, 5 in Thessaloniki, 2 in Ioannina, and 1 in each of the following towns: Arta, Veria, Drama, Karditsa, Katerini, Komotini, Larissa, Naoussa, Ptolemaida, Serres, Sparti, Trikala, Florina and Chania.

According to the articles of association, the company’s scope of activities includes the trade (purchase and sale), packaging, processing and standardisation, import and export of all types of merchandise, including all kinds of food products and items of everyday use, as well as all types of supermarket goods (food and non-food items).

Below is a breakdown of the turnover based on the categories of products sold over the last three years:

TURNOVER BREAKDOWN (in thousands of €)

Category Fiscal Year % Fiscal Year % Fiscal Year %

01/05/2007-31/03/2008

Participation 01/05/2006-30/04/2007

Participation 01/5/2005-30/04/2006

Participation

Food 52.274 65.06 34.546 61,89 4.457 56,18 Non-Food 10.160 12.64 7.783 13,94 1.070 13,48 Non-Food, Weekly Promotion Products 17.906 22.30 13.485 24,17 2.407 30,34 Total 80.340 100,00 55.814 100,00 7.934 100,00

As presented in the above table, the core of PLUS’ sales is food, which forms 65.06% of the company’s total sales. Non-food products constitute consumer goods such as detergents, stationery and other paper products, as well as cosmetics and their sale represents 12.64% of the company’s turnover. The Non-Food and Weekly Promotion Products category refers to clothing, electrical appliances and general goods that do not fall under the categories of food products and consumer goods. They form 22.30% of the total sales.


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Furthermore, the company imports products from abroad, which it then distributes through its stores in the form of private label products. PLUS mainly imports products from Germany, as well as from other European countries like Austria, Italy, etc. PLUS already has over 1,000 private label products with over 200 different trade names such as “Bio Bio”, “Da Marco", “Alonari”, “Serving”, “Blue Moon”, etc. These products mainly include packaged food products and consumer goods. The private label products represent 76.2% of the total number of fixed products on offer, whereas their percentage of interest in the overall turnover amounted to 72.2% in the 2006/2007 fiscal year. PLUS stores have an average sales space of 795 m², they include a fruit & vegetable section, frozen foods section, personal care section and bakery, and they offer whatever the average family needs for their daily purchases. 5.4 Shareholder composition 5.4.1 Development of Share Capital

The initial share capital upon the establishment of PLUS was set at €10,000.00 divided into 100 shares with a nominal value of €100 each, as stated in the initial articles of association of the Company (Government Gazette 1318/16.02.2004). A number of increases in share capital have followed since then, resulting in the current share capital of the company amounting to €98,500,000.00 divided into 985,000 shares with a nominal value of €100 each.

The table below presents the development of the Company’s share capital (amounts in €):

Date Increase Total Share

Capital

Nominal Value of

Share New Shares Total Shares Establishment, 03.02.2004 10.000 100 100

19.08.2004 1.260.200 1.270.200 100 12.602 12.702

21.08.2005 3.000.000 4.270.200 100 30.000 42.702

15.11.2005 3.000.000 7.270.200 100 30.000 72.702

09.12.2005 3.000.000 10.270.200 100 30.000 102.702

24.02.2006 14.729.800 25.000.000 100 147.298 250.000

27.07.2007 11.500.000 36.500.000 100 115.000 365.000

30.09.2007 10.000.000 46.500.000 100 100.000 465.000

22.01.2008 9.000.000 55.500.900 100 90.000 555.000

18.03.2008 43.000.000 98.500.000 100 430.000 985.000

5.4.2 Shareholder composition before the Acquisition

99.9998% of the company is a subsidiary of Plus Warenhandelsgesellschaft mbH, whose registered offices are in Mülheim a.d. Ruhr, Germany. The latter company is a member of the Tengelmann Group and 100% subsidiary of TengelmannWarenhandelsgesellschaft KG. The


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relationship between the parent company and its subsidiaries that are active in Greece is presented in the chart below.

Shareholders of Plus Hellas EPE & SIA EE Number of Shares Holding

% Plus Warenhandelsgesellschaft mbH D. Mulheim / Ruhr 984,999 99.9999 Plus Hellas E.P.E. 1 0.0001 Total 985,000 100.00

5.4.3 Shareholder composition after the Acquisition

Shareholders Number of Shares Holding

% ALFA-BETA VASSILOPOULOS S.A. 984,999 99.9999 Plus Hellas E.P.E. 1 0.0001 Total 985,000 100.00

PLUS

Warenhandels

gesselschaft

mbH

Tengelmann

International

Gmbh

PLUS HELLAS ΕΠΕ

PLUS HELLAS ΕΠΕ & ΣΙΑ ΕΕ

99%1%

99,99%0,01%

PLUS

Warenhandels

gesselschaft

mbH

Tengelmann

International

Gmbh

PLUS HELLAS ΕΠΕ

PLUS HELLAS ΕΠΕ & ΣΙΑ ΕΕ

99%1%

99,99%0,01%

100%


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5.5 Board of Directors 5.5.1 Administrators before the Acquisition

The administrators of PLUS HELLAS E.P.E., and consequently of PLUS Hellas EPE & SIA EE, are Ms. Maria-Elisabeth Petsalnikou and Mr. Panagiotis Tselikoglou.

5.5.2 Administrators after the Acquisition

The administrator of PLUS HELLAS E.P.E., and consequently of PLUS Hellas EPE & SIA EE, is Mr. Konstantinos Macheras (father’s name: Dimitrios), who represents the company with one of the following individuals: a. Maria Kuhkalani (father’s name: Vassilios), b. Athanasios Michos (father’s name: Georgios), c. Ekaterini Vassilopoulou (spouse’s name: Loukas Vounatsos-Goumas), d. Ilias Flokas (father’s name: Lambros), e. Dimitrios Maniadakis (father’s name: Konstantinos), f. Maria Bountzouri (father’s name: Ilias). The company is represented by two of the above representatives based on the below signature combinations: Two of the above individuals from (a) to (c), or one of the above individuals from (d) to (f), and one of the above individuals from (a) to (c). 5.6 Holdings of the BoD Members and Majority Shareholders in the

Management or Capital of other Companies The administrator, after the acquisition, of PLUS HELLAS E.P.E. and PLUS Hellas EPE & SIA EE, Mr. Konstantinos Macheras, is the Managing Director of the purchasing company ALFA-BETA VASSILOPOULOS S.A.

Mr. Konstantinos Macheras, is also Managing Director of the food retail company MEGA IMAGE S.A., which operates in Romania with its registered office in Bucharest. MEGA IMAGE is a subsidiary company of Delhaize Group that participates in the share capital of ALFA-BETA VASSILOPOULOS S.A. by 61,28%.


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5.7 Historical Financial Data of the Acquired Company for the Fiscal Years

2006-2008 The company PLUS Hellas EPE & SIA EE, is audited by independent auditors. The following condensed financial information is based on the financial statements of the fiscal years 01/05/2005-30/04/2006, 01/05/2006-30/04/2007 and 01/05/2007-31/03/2008, which were prepared according to Greek GAAP. The financial statements of fiscal years 01/05/2005-30/04/2006 and 01/05/2006-30/04/2007 have been audited by the independent auditors KPMG Certified Auditors S.A. (Mrs. Spiriouni Garifalia Reg. No ICPA, GR 16931) and the financial statements of fiscal year 01/05/2007-31/03/2008, will be audited by the certified auditor Mr. Ioannis Acheilas No ICPA, GR 12831.

Note 1: The Balance Sheet and the Profit & Loss Statement of fiscal years 01/05/2005-30/04/2006 and 01/05/2006-30/04/2007 have been restated for comparison purposes.

Note 2: According to the decision No 6501/31.03.08 of Department of Tax Services of Ionia, Thessaloniki, the change of the current year end from April 30, to March 31, was approved. Consequently, the current year amounts in the financial statements concern a shorter period than these of prior years.


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PROFIT & LOSS STATEMENT (in thousand Euros)

01/05/2007-31/03/2008

% Vs Prior Year

01/05/2006-30/04/2007

% Vs Prior Year

01/05/2005-30/04/2006

Turnover 80.340 43,9% 55.814 603,5% 7.934

Less: Cost of goods sold 63.408 45,5% 43.588 625,6% 6.002

Gross Profit 16.932 12.226 1.932

(% on turnover) 21,1% 21,9% 24,3%

Plus: Other Operating Revenue 369 240 74

Total Gross Profit 17.301 38,8% 12.466 521,2% 2.007

(% on turnover) 21,5% 22,3% 25,3%

Less: Administration Expenses 13.634 10.584 5.630

Less: Selling Expenses 20.953 18.929 2.783

Administration & Selling Expenses 34.587 17,2% 29.513 250,8% 8.412

(% on turnover) 43,1% 52,9% 106,0%Profit (Loss) from Operations (17.287) 1,4% (17.047) 166,1% (6.406)

(% on turnover) -21,5% -30,5% -80,7%

Plus: Interests and Other Financial Revenue 26 7 1

Minus: Interests and Other Financial Expenses 3.597 3.279 383

Total pf Financial Expenses (3.571) 9,1% (3.272) 756,7% (382)

(% on turnover) -4,4% -5,9% -4,8%Profit (Loss) from Operations (20.858) 2,7% (20.319) 199,4% (6.787)

(% on turnover) -26,0% -36,4% -85,5%

Plus: Extraordinary Profits 2.424 1.545 9

Minus: Extraordinary Losses 3.210 2.085 425

Σύνολο Εκτάκτων και ανόργανων εσόδων (786) (540) (416)

Operating and Extraordinary Result (Loss) (21.643) 3,8% (20.859) 189,6% (7.203)

(% on turnover) -29,9% -37,4% -90,8%Less: Total Depreciation of Fixed Assets 6.183 1,6% 6.084 71,8% 3.542

(% on turnover) 7,7% 10,9% 44,6%

Less: Depreciation included in operating costs above 6.183 1,6% 6.084 71,8% 3.542

Depreciation non included in operating costs NET PROFIT (loss) before Taxes (21.643) 3,8% (20.859) 189,6% (7.203)

(% on turnover) -26,9% -37,4% -90,8%EBIDTA (11.104) 1,3% (10.963) 282,5% (2.864)

(% on turnover) -13,8% -19,6% -36,1%

5.7.1 Turnover Evolution

Regarding the evolution of financial results, the fiscal year 01.05.2006-30.04.2007 is the basis for estimating the evolution of company’s financial figures, as it is the first complete fiscal year on a twelve-month basis. The fiscal year 01.05.2005-30.04.2006 is not considered as a complete one, due to the fact that the company started its commercial activity in March 2006.


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Company’s Turnover during fiscal year 01.05.2005-30.04.2006 amounted to 7.934

thousand Euros. During fiscal year 01.05.2006-30.04.2007 amounted to 55.814 thousand Euros, while during fiscal year 01.05.2007-31.03.2008 reached 80.340 thousand Euros showing an increase by 43,9%, due to the sales increase of the existing stores and their gradual maturity.

Cost of Sales showed an evolution similar than this of sales. During fiscal year 01.05.2005-30.04.2006 amounted to 6.002 thousand Euros. During fiscal year 01.05.2006-30.04.2007 amounted to 43.588 thousand Euros while during fiscal year 01.05.2007-31.03.2008 reached 63.408 thousand Euros, an increase by 45,5%, which is slightly higher than that of sales due to the penetration cost in Greek market.

The Cost of sales analysis during the last three fiscal years is shown below:

Cost of Sales (in thousand Euros) 01/05/2007-31/03/2008

01/05/2006-30/04/2007

01/05/2005-30/04/2006

Inventories (of goods) in the beginning of the fiscal year 8.229 9.552 -Plus: Purchases of the year 65.615 43.684 15.559 Provision for inventories obsolescence 442 636 - Transportation 335 731 -Minus: Vendor allowances 1.415 730 - Merchandise destructions 1.811 2.020 (5)Minus: Inventories (of goods) at the end of the fiscal year 7.929 8.229 9.552 Self consumption 58 36 -Total 63.408 43.588 6.002

Gross Profit during the last three fiscal years amounted, from 1.932 thousand Euros at

30.04.2006 to 16.932 thousand Euros at 31.03.08, showing a cumulative increase by 778,7%.

Gross Profit also showed an evolution similar than this of sales. During fiscal year 01.05.2005-30.04.2006 amounted to 1.932 thousand Euros. During fiscal year 01.05.2006-30.04.2007 amounted to 12.226 thousand Euros, while during fiscal year 01.05.2007-31.03.2008 reached 16.932 thousand Euros showing an increase by 38,5%, as a result of company’s efforts to penetrate in Greek market.

Other Operating Revenues for the last three fiscal years are analyzed as follows:

Other Operating Revenues (in thousand Euros ) 01/05/2007-31/03/2008

01/05/2006-30/04/2007

01/05/2005-30/04/2006

Subsidies and other income 3 - 4Income from subsequent events 366 240 70Total 369 240 74


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Operating Expenses before Depreciation Administration Expenses before Depreciation are as follows:

Administration Expenses * (in thousand Euros ) 01/05/2007-31/03/2008

01/05/2006-30/04/2007

01/05/2005-30/04/2006

Total 10.931 5.886 2.766* before Depreciation % on Sales 13,6% 10,5% 34,9%

Selling Expenses before Depreciation are as follows:

Selling Expenses * (in thousand Euros ) 01/05/2007-31/03/2008

01/05/2006-30/04/2007

01/05/2005-30/04/2006

Total 17.473 17.543 2.105* before Depreciation % on Sales 21,7% 31,4% 26,5%

Administration and Selling Expenses before Depreciation, during fiscal year 01.05.2005-30.04.2006 amounted to 4.781 thousand Euros and during fiscal year 01.05.2006-30.04.2007 to 23.429 thousand Euros. During fiscal year 01.05.2007-31.03.2008 reached 28.404 thousand Euros showing an increase by 25,2%. The amount of Administration and Selling Expenses before Depreciation, is due to the fact that PLUS HELLAS Ε.P.Ε & SIA Ε.Ε., is a newly established company which started its commercial activity in March 2006 and during the last three years it is expanding its operations and consequently it has not yet reached the expected economies of scale.

Company’s Finance Costs are as follows:

Finance Costs (in thousand Euros) 01/05/2007-31/03/2008

01/05/2006-30/04/2007

01/05/2005-30/04/2006

Interests from Long-term borrowings 3.113 2.763 150Interests from Short-term borrowings 354 412 43Other Finance Costs 130 104 190Total 3.597 3.279 383

Finance Costs, during fiscal year 01.05.2005-30.04.2006 amounted to 383 thousand Euros and during fiscal year 01.05.2006-30.04.2007 to 3.279 thousand Euros. During fiscal year 01.05.2007-31.03.2008 they showed an increase by 9,7% compared to prior year, and reached 3.597 thousand Euros. The amount of Finance Cost is due to the company’s long and short-term borrowing during the last three years in order to fund its expansion and to cover its working capital needs. It is noted that at 31.03.2008, the company has paid up all its borrowings.


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Depreciation included in operating costs are analyzed in the table below:

Depreciation (in thousand Euros) 01/05/2007-31/03/2008

01/05/2006-30/04/2007

01/05/2005-30/04/2006

Administration Expenses 2.703 4.698 2.864Selling Expenses 3.480 1.386 678Total 6.183 6.084 3.542% on Sales 7,7% 10,9% 44,6%

Depreciation during fiscal year 01.05.2005-30.04.2006 amounted to 3.542 thousand Euros and during fiscal year 01.05.2006-30.04.2007 to 6.084 thousand Euros. During fiscal year 01.05.2007-31.03.2008 depreciation increased by 1,6% compared to prior year, and reached 6.183 thousand Euros. This increase is due to the continuous investments of the company for the expansion of its network.

Extraordinary income is as follows:

Extraordinary Results (income) in thousand Euros 01/05/2007-31/03/2008

01/05/2006-30/04/2007

01/05/2005-30/04/2006

Extraordinary income Income from fixed assets’ disposal 564 1.432 -Income from priors’ years provisions 292 - 9Priors’ years income 87 34 -Other extraordinary income 1.481 79 -Total 2.424 1.545 9

Extraordinary Expenses are as follows:

Extraordinary Results (expenses) in thousand Euros Extraordinary Losses 01/05/2007-

31/03/200801/05/2006-30/04/2007

01/05/2005-30/04/2006

Losses from assets’ disposal 570 5 -Losses from destruction of damaged merchandise 1.810 2.020 416

Other extraordinary losses 111 38 7Tax fines and increments 15 - -Guarantees forfeiture 13 - -Other extraordinary expenses 691 22 2Total 3.210 2.085 425

Losses from 7.203 thousand Euros at fiscal year 01.05.2005-30.04.2006 reached 20.829 thousand Euros at fiscal year 01.05.2006-30.04.2007 and 21.643 thousand Euros at fiscal year 01.05.2007-31.03.2008. Company’s losses during the last three years are due to the fact that PLUS HELLAS Ε.P.Ε & SΙΑ Ε.Ε. is a newly established company which made increased operational expenses for the operation and the expansion of its network.


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5.7.2 Assets’ structure and financial position

Company’s Balance Sheets for the fiscal years 01/05/2005-30/04/2006, 01/05/2006-30/04/2007 and 01/05/2007-31/03/2008, are shown in the tables below:

ASSETS ( amounts in thousand Euros) 01/05/2007-

31/03/2008

% Vs Prior Year

01/05/2006-30/04/2007

% Vs Prior Year

01/05/2005-30/04/2006

Establishment Expenses 14.173 14.497 14.322

Less depreciation 8.490 5.771 2.872

Net book value 5.683 -34,9% 8.727 -23,8% 11.450

Tangible Assets 67.581 68.833 62.994

Less depreciation 6.980 3.825 1.901

Net book value 60.601 -6,8% 65.008 6,4% 61.094Investments and Other Long-term Receivables 683 3,3% 661 10,5% 598

Total Fixed Assets 61.284 -6,7% 65.669 6,4% 61.692Inventory 8.172 -2,2% 8.352 -12,6% 9.552

Receivables Trade Receivables 65 96 55

Receivables from related companies 37 4 4

Other receivables 1.454 7.268 8.465

Total Receivables 1.556 -78,9% 7.368 -13,6% 8.524

Cash and Banks 1.211 15,2% 1.051 80,9% 581

Total Current Assets 10.938 -34,8% 16.772 -10,1% 18.657

Temporary Accounts 229 -24,9% 305 -74,9% 1.217

Total Assets 78.135 -14,6% 91.472 -1,7% 93.017Debit Memorandum Accounts 60.637 4,7% 57.896 13,4% 51.058


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LIABILITIES (amounts in thousand Euros) 01/05/2007-

31/03/2008% Vs prior

year 01/05/2006-30/04/2007

% Vs prior year

01/05/2005-30/04/2006

Share Capital 98.500 25.000 25.000

Tax free reserves 9.000 - -

Retained Earnings (21.643) (20.860) (7.203)

Results carried forward (28.063) (7.203) -

Total Shareholders Equity 57.794 -1.986,8% (3.063) -117,2% 17.797 Provisions for Liabilities and Charges 618 57,7% 392 108,5% 188 Long Term Liabilities

Bank loans - 49.696 42.958 Long Term Liabilities to related companies - 11.869 714

Total Long term Liabilities - 61.565 41,0% 43.672

Short Term Liabilities Suppliers 15.483 8.817 12.316

Cheques Payable - 3.146 3.589

Short Term Loans - 8.080 4.559

Customers’ advances 109 119 150

Taxes and Duties Payable 51 71 125

Social Security Contribution 300 383 316 Long-Term Liabilities Payable within one year - 3.004 668

Liabilities to Related companies 603 3.158 1.471

Other creditors 1.686 2.739 5.132

Total Short Term Liabilities 18.232 -38,2% 29.518 4,2% 28.326

Total Liabilities 18.232 -80,0% 91.082 26,5% 71.998 Temporary accounts 1.491 -51,3% 3.061 0,9% 3.034 Total Liabilities & Shareholders Equity 78.135 -14,6% 91.472 -1,7% 93.017 Credit Memorandum accounts 60.637 4,7% 57.896 13,4% 51.058

Establishment Expenses at 31.03.08 are as follows:

Establishment Expenses (in thousand Euros) Cost Depreciation Net book value Formation and Start up costs 10.953 6.572 4.381Loan interests during construction period 1.974 1.184 790Other installation expenses 1.246 733 513Total Establishment Expenses 14.173 8.490 5.683


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Tangible Assets at 31.03.08 are as follows:

Tangible Assets (in thousand Euros) Cost Depreciation Net book value Land 14.581 - 14.581Buildings and installations 43.778 4.405 39.373Machinery and Equipment 1.978 576 1.402Vehicles 1.352 324 1.028Furniture and fixtures 4.088 1.675 2.413Construction in progress and advances 1.804 - 1.804Total 67.581 6.980 60.601

Inventories amounted to 7.929 thousand Euros at 31.03.2008 from 9.552 thousand

Euros at 30.04.2006, showing a decrease by 17,0%. Inventories’ value ratio to Cost of Sales reached 12,5% on 31.03.2008. Advances for inventory purchases at 31.03.2008 reached 243 thousand Euros from 0,3 thousand Euros at 30.04.2006.

Receivables

• Other Debtors at 31.03.08 are analyzed as follows: Other Debtors in thousand EurosGreek state 1.305Other debtors 133Suppliers’ debit balances 16Total 1.454

Cash and Banks at 31.03.08 were as follows:

Cash and Banks in thousand Euros Cash 861Banks 350Total 1.211

Assets’ Temporary Accounts at 31.03.08 are analyzed as follows:

Assets’ Temporary Accounts (in thousand Euros ) Deferred Expenses 85Accrued Income 48Income for the year from suppliers 92Other 4Total 229

Provisions for liabilities and charges: • Provision for staff leaving pay

The Company based on ruling 205/1988 of the Legal Council relating to the interpretation of Article 42e paragraph 14 of Law 2190/1920, did not provide a total provision for the retirement benefits of all its employees. The company has only made a provision of 313 thousand Euros for retirement benefits.


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The Company at 31.03.2008 has no Long or Short-term borrowings

Taxes and duties payable at 31.03.08 are analyzed as follows:

Taxes and duties in thousand Euros

Payroll taxes 42

Tax for dismissal pay 4

Tax for self –employed pay 3

Other taxes and duties 2

Total 51

Social security contribution at 31.03.08 is analyzed as follows:

Social security in thousand EurosSocial Insurance Institute 288Supplementary insurance fund (food sector) 11Other insurance funds 1Total 300

Other creditors at 31.03.08 are as follows:

Other creditors in thousand EurosSalaries 358Other creditors 1.328

Total 1.686

Liabilities’ Temporary Accounts at 31.03.08 are analyzed as follows: Liabilities’ Temporary Accounts (in thousand Euros)

Loans’ interests 35

Auditors’ fee 130

Expenses payable 592

Bonus 333

Easter bonus 242

Vacation pay 102

Accounting allowance 16

Purchases under settlement 42

Total 1.491

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6. Appendix

• Annual Financial Statements in accordance with the International Financial Reporting Standards that have been adopted by the European Union for the Period 1 January – 31 December 2007 for the Group and the Company «ALFA-BETA» VASSILOPOULOS S.A.

• Condensed Financial Figures and Information for the period from 1 January 2007 until 31 December 2007 for the Group and the Company «ALFA-BETA» VASSILOPOULOS S.A.



• Financial Statements of the company PLUS HELLAS E.P.Ε & SIA Ε.Ε. for the fiscal year 01/05/2007-31/03/2008 (still unaudited)

• Financial Statements of the company PLUS HELLAS E.P.Ε & SIA Ε.Ε. for the fiscal year 01/05/2006-30/04/2007

• Restatement of Balance Sheet and Profit & Loss Statement of Fiscal Year 01.05.2006-30.04.2007

• Financial Statements of the company PLUS HELLAS E.P.Ε & SIA Ε.Ε. for the fiscal year 01/05/2005-30/04/2006

• Restatement of Balance Sheet and Profit & Loss Statement of Fiscal Year 01.05.2005-30.04.2006

Headquarters: 81 Spaton Avenue – 153 44 Gerakas Attica

Registration Nr 13363/06/Β/86/17

ANNUAL FINANCIAL STATEMENTS IN ACCORDANCE WITH THE INTERNATIONAL FINANCIAL REPORTING STANDARDS

THAT HAVE BEEN ADOPTED BY THE EUROPEAN UNION FOR THE PERIOD 1 JANUARY – 31 DECEMBER 2007

FOR THE GROUP AND THE COMPANY «ALFA-BETA» VASSILOPOULOS S.A.

Headquarters: 81 Spaton Avenue – 153 44 Gerakas Attica

TABLE OF CONTENTS

a) Income Statement for the year ended December 31, 2007...………………………..…....…page 2 b) Balance Sheet at 31.12.2007 …………………………………….……………………………..………..page 3 c) Statement of Recognized Income and Expense for the year ended

December 31, 2007 ……………………………………………………………………………….….……..page 4 d) Cash Flow Statement for the year ended December 31, 2007 ……………………….….…..page 5 e) Notes to the Financial Statements for the year ended December 31, 2007………………page 6-41 f) Board of Directors Report on the Financial Statements of 31.12.2007……………………..page 42 g) Explanatory Report under article 11A Law 3371/2005……………..…………………………….page 51 h) Auditor’s Report ……………………………………………………………………………………….………page 54

The annual financial statements were approved by the Board of Directors on February 29, 2008 and are subject to the approval of the Ordinary General Meeting of Shareholders. The Board of Directors authorized the following to sign the financial statements on its behalf:

The Chairman The Managing Director of the Board of Directors & Member of the Board of Directors

Raphael Α. Moissis Konstantinos D. Macheras Identity Card no AB 050084 Identity Card no Θ 724826

The Executive Financial Director The Accounting Manager

Maria V. Kuhkalani Aspasia G. Meletopoulou Identity Card no AB 348843 Identity Card no Σ 112901 License no 30034-Α' Class License no 001242-Α' Class

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«ALFA-ΒETA» VASSILOPOULOS S.A. INCOME STATEMENT FOR THE YEAR ENDED DECEMBER 31, 2007 (amounts in thousand EUR except for earnings per share)

Group

Company

Note 01.01.2007 -

31.12.2007 01.01.2006 -

31.12.2006 01.01.2007 -

31.12.2007 01.01.2006 -

31.12.2006

Revenues 6 1.174.883 1.030.249 1.141.204 1.000.880

Cost of sales (906.172) ( 803.946) (887.124) ( 787.293)

Gross profit 268.711 226.303 254.080 213.587 Other operating income 7 5.663 4.510 5.267 4.333

Distribution cost (185.882) (164.069) (175.439) ( 155.073)

Administrative expenses (36.939) (32.964) (35.801) (31.451)

Impairment charges (49) (940) (49) (940)

Operating profit 51.504 32.840 48.058 30.456

Finance costs 9 (2.689) (3.198) (2.680) (3.198)

Income from investments 1.189 782 532 359

Profit before taxes 10 50.004 30.424 45.910 27.617

Income tax expense 11 (13.023) (10.405) (11.923) (9.218)

Net profit 36.981 20.019 33.987 18.399

Attributable to:

Equity holders of the parent 36.980 20.018 33.987 18.399

Minority interest 1 1 - -

36.981 20.019 33.987 18.399

Earnings per share (in EUR) 12 2,90 1,57 2,67 1,44

The notes set out on pages 6 to 41 constitute an integral part of the financial statements.

-

- 2 -

«ALFA-ΒETA» VASSILOPOULOS S.A. BALANCE SHEET AT DECEMBER 31, 2007 (amounts in thousand EUR)

Group

Company

Note 31.12.2007 31.12.2006 31.12.2007 31.12.2006

ASSETS

Non-Current Assets Property, plant and equipment 14 202.166 186.061 191.823 175.706 Investment property 15 224 224 180 180 Goodwill 16 69.712 69.712 69.712 69.712 Intangible assets 17 1.892 979 1.768 773 Investment in subsidiaries 18 - - 7.375 7.375 Long-term receivables 19 7.925 6.384 7.823 6.283 Deferred tax asset 20 - 725 - 906 Total Non-Current Assets 281.919 264.085 278.681 260.935

Current Assets Inventories 21 80.730 72.755 75.636 67.732 Trade receivables 22 33.080 27.731 47.356 39.886 Prepayments 361 397 348 379 Other receivables- Accrued income 23 1.605 1.079 1.555 1.037 Cash and cash equivalents 24 34.323 52.490 18.393 42.560 Total Current Assets 150.099 154.452 143.288 151.594 TOTAL ASSETS 432.018 418.537 421.969 412.529

EQUITY & LIABILITIES

Shareholders Equity Share Capital 25 19.099 19.099 19.099 19.099 Share Premium 26 13.560 13.560 13.560 13.560 Reserves 27 35.126 30.838 35.405 31.117 Retained Earnings 28 45.476 17.530 44.546 19.674 Equity attributable to equity holders of the parent 113.261 81.027 112.610 83.450 Minority Interest 2 1 - - Total Equity 113.263 81.028 112.610 83.450 Long-term Liabilities Long term borrowings 29 40.000 40.000 40.000 40.000 Retirement benefit obligation 31 16.788 16.840 15.924 15.970 Provisions 33 4.617 2.116 4.403 2.021 Deferred tax liability 20 530 - 267 - Other long-term liabilities 257 245 255 244 Total Long-term Liabilities 62.192 59.201 60.849 58.235 Short-term Liabilities Short-term borrowings 30 3.500 - 3.500 - Long-Term Borrowings Payable Within One Year 30 - 28.929 - 28.929 Derivative instrument 32 - 15.199 - 15.199 Trade payables 34 210.697 195.805 204.468 190.384 Accrued expenses 35 10.562 11.219 10.017 10.718 Income tax payable 7.042 4.867 6.536 4.025 Other short-term liabilities 36 24.762 22.289 23.989 21.589 Total Short-term Liabilities 256.563 278.308 248.510 270.844

TOTAL EQUITY & LIABILITIES 432.018 418.537 421.969 412.529


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«ALFA-ΒETA» VASSILOPOULOS S.A. STATEMENT OF RECOGNISED INCOME AND EXPENSE FOR THE YEAR ENDED DECEMBER 31, 2007 (amounts in thousand EUR) Group Company 31.12.2007 31.12.2006 31.12.2007 31.12.2006 Actuarial gain/(loss) on defined benefit plans 1.698 (978) 1.589 (929) Deferred tax on actuarial gain/(loss) on defined benefit plans taken directly to Equity (425) 244 (397) 231

Net income/(expense) recognised directly in Equity 1.273 (734) 1.192 (698) Net profit 36.981 20.019 33.987 18.399

Total recognised income/(expense) for the year 38.254 19.285 35.179 17.701

Attributable to: Equity holders of the parent 38.253 19.284 35.179 17.701 Minority interests 1 1 - -

38.254 19.285 35.179 17.701


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«ALFA-ΒETA» VASSILOPOULOS S.A. CASH FLOW STATEMENT FOR THE YEAR ENDED DECEMBER 31, 2007 (amounts in thousand EUR)

Group Company

Note01.01.2007 -31.12.2007

01.01.2006-31.12.2006

01.01.2007 -31.12.2007

01.01.2006-31.12.2006

Operating activities

Profit before tax 50.004 30.424 45.910 27.617

Adjustments for: Depreciation and amortization 20.277 19.366 19.151 18.381 Provisions 41 3.204 2.119 3.243 2.058 Foreign exchange differences - (169) - (169)

Provision for impairment of fixed assets 49 940 49 940

(Gain) / Loss on disposal of fixed assets 107 97 103 93

Income from investments (1.189) (782) (532) (359)

Finance costs 2.689 3.367 2.680 3.367

Plus / (minus) adjustments for changes in working capital: Decrease / (increase) of inventories (7.975) 1.182 (7.905) 1.341

Decrease / (increase) of receivables (8.465) (10.190) (10.089) (12.800)

(Decrease) / increase of liabilities (excluding bank loans) 19.497 35.290 17.915 34.184

Less: Interest paid (4.001) (3.066) (4.001) (3.066)

Income tax paid (10.017) (15.891) (8.636) (15.924)

Net cash used in operating activities (a) 64.180 62.687 57.888 55.663

Investing activities

Purchase of tangible and intangible assets (36.693) (37.484) (35.747) (36.326)

Proceeds on disposal of tangible and intangible assets 34 73 37 67

Interest received 1.189 782 532 359

Net cash used in investing activities (b) (35.470) (36.629) (35.178) (35.900)

Financing activities New bank loans raised 3.500 - 3.500 - Repayment of borrowings (44.138) - (44.138) - Dividends paid (6.239) (3.931) (6.239) (3.931)

Net cash used in financing activities (c) (46.877) (3.931) (46.877) (3.931)

Net increase / (decrease) in cash and cash equivalents of the period: (a)+(b)+( c ) (18.167) 22.127 (24.167)

15.832

Cash and cash equivalents beginning of the year 52.490 30.363 42.560 26.728

Cash and cash equivalents end of the year 34.323 52.490 18.393 42.560 The notes set out on pages 6 to 41 constitute an integral part of the financial statements.

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«ALFA-ΒETA» VASSILOPOULOS S.A. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2007 (amounts in thousand EUR) 1. General Information “ALFA-BETA” VASSILOPOULOS S.A (the Company). is a Societe Anonyme, incorporated in Greece according to the regulations of C.L. 2190/1920, situated at 81, Spaton Avenue, 153 44 in Gerakas, Attica. The Company is a food retailer and its main object is the operation of a manufacture and commercial business of high quality nutrition products, in particular the processing, standardization, packaging and sale of meat, agricultural products, nuts, herbs and other items of domestic and personal use, the organization and establishment of supermarkets and wide-ranging food stores, for the trading of the aforementioned products through modern marketing and distribution methods, as well as the development of a franchising network in food retailing. Additionally, the commercial activity of “ALFA-BETA” VASSILOPOULOS S.A. encompasses wholesale trading through its subsidiary ENA S.A At the end of the fiscal year 2007, the Group’s sales network numbered 159 stores of which 113 are company operated retail stores, 36 are franchise stores and 10 are wholesale stores operating under the banner ENA Cash-and-Carry. The number of people employed by the Group and the Company at the end of the current and the previous year was the following: Group Company December 31, 2007 7.545 7.246 December 31, 2006 7.209 6.913 2. Adoption of New & Revised International Financial Reporting Standards (IFRS) New standards, interpretations and revised standards 2.1 Standards and Interpretations effective in the current period In the current year, the Group has adopted IFRS 7 Financial Instruments: Disclosures which are effective for annual reporting periods beginning on or after 1 January 2007, and the consequential amendments to IAS 1 Presentation of Financial Statements. The impact of the adoption of IFRS 7 and the changes to IAS 1 have been to expand the disclosures provided in these financial statements regarding the Group’s financial instruments and management of capital. Four Interpretations issued by the International Financial Reporting Interpretations Committee are effective for the current period. These are:

• IFRIC 7 Applying the Restatement Approach under IAS 29, Financial Reporting in Hyperinflationary Economies;

• IFRIC 8 Scope of IFRS 2; • IFRIC 9 Reassessment of Embedded Derivatives; and • IFRIC 10 Interim Financial Reporting and Impairment. The adoption of these Interpretations has not led to any changes in the Group’s accounting policies.

2.2 Early adoption of Standards and Interpretations In addition, the Group has elected to adopt the following in advance of it’s effective date:

• IFRIC 13 Customer Loyalty Programmes (effective for accounting periods beginning on or after 1 July 2008). The adoption of IFRIC 13 has had no impact on the Group’s accounting policies as the Company’s policy conformed to IFRIC 13.i.

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«ALFA-ΒETA» VASSILOPOULOS S.A. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2007 (amounts in thousand EUR) 2. Adoption of New & Revised International Financial Reporting Standards (IFRS) –Continued 2.3 Standards and Interpretations in issue not yet adopted The following standards and interpretations were in issue but not yet effective :

1. IFRS 8, “Operating Segments” (effective for accounting years beginning on or after 01.01.2009).

2. IAS 23 (Revised) Borrowing Costs (effective for accounting periods beginning on or after 1 January 2009).

3. IFRIC 12, Service Concession Arrangements, (effective for accounting years beginning on or after 01.01.2008). The interpretation outlines an approach according to which entities providing public services should apply IFRS. IFRIC 12 is not relevant to the Group’s operations.

4. IFRIC 14, IAS 19 – The Limit on a Defined Benefit Asset, Minimum Funding Requirements and their Interaction (effective 1 January 2008).

The directors anticipate that all of the above, except for IFRIC 12 which is not relevant to the Group, will be adopted in the Group’s financial statements in the period they become effective. The Group is currently evaluating the impact of the adoption of these but believes that their implementation is unlikely to have a material impact on the financial position of the Group. 3. Summary of Accounting Principles The Accounting Principles applied are the following. 3.1 Basis of Preparation

The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) issued by International Accounting Standards Board (IASB) effective at the date of preparation of the Financial Statements and as adopted by the European Union. The Group is not affected by the specific sections of IAS 39 related to hedging of deposit portfolios, which have not been adopted by the European Union. All amounts are expressed in thousand Euros, unless otherwise stated. 3.2 Basis of Consolidation The consolidated financial statements incorporate the financial statements of the parent company “ALFA-BETA” VASSILOPOULOS S.A. and its subsidiary, ENA S.A. Subsidiaries are the entities controlled by the Company directly or indirectly through other subsidiaries. Control is achieved where the Company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. All intra-group transactions, balances, income and expenses are eliminated in full on consolidation. Minority interests in the net assets (excluding goodwill) of consolidated subsidiaries are identified separately from the Group’s equity therein. Minority interests consist of the amount of those interests at the date of the original business combination and the minority’s share of changes in equity since the date of the combination. Losses applicable to the minority in excess of the minority’s interest in the subsidiary’s equity are allocated against the interests of the Group except to the extent that the minority has a binding obligation and is able to make an additional investment to cover the losses.

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«ALFA-ΒETA» VASSILOPOULOS S.A. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2007 (amounts in thousand EUR) 3. Summary Of Accounting Principles-Continued 3.3 Goodwill Goodwill arising on the acquisition of a subsidiary represents the excess of the cost of the acquisition over the Company’s interest in the fair value of the identifiable assets and liabilities of the subsidiary on the date of the acquisition. Goodwill is initially recognised as an asset at cost and is subsequently measured at cost less any accumulated impairment losses. For impairment testing purposes, goodwill is allocated to each of the Group’s cash generating units expected to benefit from the synergies of the combination. The allocation has been made based on the sales of each cash-generating unit. Cash generating units to which goodwill has been allocated are tested for impairment annually, or more frequently when there is an indication that unit may be impaired. If the recoverable amount of the cash-generating unit / store is less than the carrying amount of the unit, the impairment loss is first allocated to reduce the allocated units goodwill and then to other assets of the unit on the basis of the carrying amount of each asset in the unit. An impairment loss recognised for goodwill is not reversed in a subsequent period. 3.4 Property, plant and equipment 3.4.1 Tangible Assets Tangible assets are stated at cost less depreciation and any impairment losses, except for land which is stated at cost less any impairment losses. Depreciation is charged so as to write off the cost of assets, other than freehold land and properties under construction, over their estimated useful lives, using the straight-line method as follows:

Tangible assets Estimated useful life

Owned buildings 40 years Buildings’ installations 10-15 years Plant and machinery 5-10 years Vehicles 4-9 years Electronic equipment 1-10 years Furniture-other equipment 1-10 years Installations- improvements in third parties' property are stated at cost less accumulated depreciation and any accumulated impairment losses. Depreciation is provided on a straight line basis over the relevant lease term. The gain or loss arising on the disposal or retirement of an item of property, plant and equipment is determined as the difference between the sales proceeds and the carrying amount of the asset and is recorded in profit or loss. At the end of each period, the Company’s Technical Support Department reviews the estimated useful life of tangible fixed assets and amends the useful life if necessary, the effect of any change is accounted for on a prospective future basis.

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«ALFA-ΒETA» VASSILOPOULOS S.A. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2007 (amounts in thousand EUR) 3. Summary Of Accounting Principles-Continued 3.4.2 Intangible Assets Intangible assets are stated at cost less accumulated amortization and any accumulated impairment losses, where necessary. Amortization is charged on a straight-line basis over their estimated useful lives. The estimated useful lives of intangible assets, are stated below: Intangible asset Estimated useful life Software serving the Central System and stores network 3 years

Software serving PCs function exclusively 1 year The estimated useful life and amortization method are reviewed at the end of each annual reporting period, with the effect of any changes in estimate being accounted for on a prospective future basis. 3.4.3 Investment Property Investment property which is property held to earn rentals and/or for capital appreciation, is stated at cost less accumulated depreciation. The Group does not provide depreciation on Investment Property when the net realizable value is equal or higher than the book value. 3.4.4 Impairment of Assets At each balance sheet date, the Group reviews the carrying amounts (net book value) of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. An indication of impairment loss exists if the carrying amounts of tangible and intangible assets are estimated to be higher than their recoverable value. The recoverable value is the higher between the fair value reduced by the selling costs and the value in use. At each balance sheet date, the Group tests whether there is any indication of impairment of the cash generating units (stores). The Group considers as an indication of impairment loss of tangible and intangible assets when the cash generating units (stores) show negative operating cash flows during the last three consecutive years provided that they are not stores opened or rebranded in the last year. For these stores, at the balance sheet date, the Group evaluates the recoverable value of the cash generating unit (store) using a twenty year discounted cash flow method with the general assumptions that inflows will increase by the estimated inflation rate plus one base point, the structure of cash flows based on historical data and a discount rate equal to the Company’s weighted average cost of capital (WACC). In parallel, the Group estimates the fair value of the stores examined for an impairment loss taking into consideration any extra gains or losses arising from a probable closing of these stores. The Group proceeds to impairment when both of the following conditions apply: • the carrying value of the cash generating unit (store) is higher than its value in use, and • the carrying value of the cash-generating unit (store) is higher than its fair value. Intangible assets with indefinite useful lives and intangible assets not yet available for use are tested for impairment annually, and whenever there is an indication that the asset may be impaired. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss.

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«ALFA-ΒETA» VASSILOPOULOS S.A. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2007 (amounts in thousand EUR) 3. Summary Of Accounting Principles-Continued 3.5 Inventories Inventories are stated at the lower of cost or net realizable value. Cost of inventory includes the costs of purchase, and other specific costs incurred in bringing the inventories to their present location and condition (transportation costs, insurance premiums etc.) less discounts and vendor allowances. Cost is detemined using the weighted average cost method. 3.6 Financial Instruments Financial assets and financial liabilities are recognized on the Group’s balance sheet when the Group becomes party to the contractual provisions of the instrument. 3.7 Trade receivables and Trade payables Trade receivable are recorded at their nominal value less a provision for any doubtful receivable. Provisions for estimated irrecoverable amounts are recognised in profit or loss when there is objective evidence that the asset is impaired. The provision recognised is calculated as the difference between the assets carrying amount and the present value of estimated future cash flows discounted at the effective interest rate computed at initial recognition. Trade payables are interest free and are recorded at their nominal value reduced by any receivables arising from vendor allowances. 3.8 Cash and cash equivalents Cash and cash equivalents comprise cash on hand and demand deposits, as well as other short-term highly liquid investments (up to 3 months) that are readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value. 3.9 Derivative financial instruments The Group does not use derivative financial instruments for speculative purposes, but only for limiting exchange risks. Derivative financial instruments are initially measured at fair value on the contract date, and are remeasured to fair value at subsequent reporting dates. Changes in the fair value of derivative financial instruments that do not qualify for hedge accounting, are recognised in profit or loss as they arise. 3.10 Bank Borrowings Interest bearing bank loans and overdrafts are initially recorded at fair value and are subsequently measured at amortised cost, using the effective interest method. Any difference between proceeds (net of transaction costs) and the settlement or redemption of borrowings is recognised over the term of the borrowings in accordance with the Group’s accounting policy for borrowing costs.

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«ALFA-ΒETA» VASSILOPOULOS S.A. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2007 (amounts in thousand EUR) 3. Summary Of Accounting Principles-Continued

3.11 Provisions Provisions are recognized when:

a) there is a present legal or constructive obligation as a result of past events, b) it is probable that an outflow of resources will be required to settle the obligation c) this outflow can be estimated reliably.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the balance sheet date, taking into account the risks and uncertainties surrounding the obligation.

3.12 Revenue Recognition Retail and whole sales at sales points (stores) as well as whole sales from the central warehouse, such as sales of merchandise to subsidiaries or franchising enterprises, are recognized as revenue. Sales of goods are recognized at the consideration received or receivable and when goods are received by the customer and the title has passed. Sales are reduced for estimated discounts and similar allowances. Interest income is recognized on the accrual basis, by reference to the principal outstanding and at the effective applicable interest rate. Dividend income from investments is recognized when the shareholders’ rights to receive payment have been established. 3.13 Cost of Sales Purchases are recorded net of cash discounts and other supplier discounts and allowances. Cost of sales includes all costs associated with the delivery of the products to the retail sales points, including buying, warehousing and transportation costs. Funding from suppliers to the customers, if available, is recognized as a reduction of cost of sales at the time the related products are sold. 3.14 Leases Leases are classified as finance leases when the terms of the lease transfer substantially all the risks and rewards of ownership to the Company. All other leases are classified as operating leases. The Group has operating leases only. The Group as lessee Rents paid on operating leases are charged to income on a straight-line basis over the term of the lease. Revenues from operating leases are recognized based on the straight-line method throughout the duration of the respective lease. The Group as lessor Rental income from operating leases is recognised on a straight-line basis over the term of the relevant lease 3.15 Foreign Currencies The functional and business currency of the economic environment in which the Group operates, is Euro. Transactions in currencies other than Euro are initially recorded at the rates prevailing on the dates of transactions. Monetary assets and liabilities denominated in such currencies are retranslated at the official rates prevailing on the balance sheet date. Gains and losses arising on exchange differences are included in the net profit or loss for the period.

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«ALFA-ΒETA» VASSILOPOULOS S.A. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2007 (amounts in thousand EUR) 3. Summary of Accounting Principles-Continued 3.16 Borrowing Costs Borrowing costs are recognized in profit or loss in the period they are incurred. 3.17 Government Grants Government grants for staff training are recognized as revenue over the periods necessary to match them with the related costs. 3.18 Employee Benefits Payments to defined contribution retirement benefit plans are charged as an expense as they fall due. Payments made to state-managed retirement benefit schemes are dealt with as payments to defined contribution plans where the Group’s obligations under the plans are equivalent to those arising in a defined contribution retirement benefit plan. For defined benefit retirement benefit plans, the cost of providing benefits is determined using the Projected Unit Credit Method, with actuarial valuations being carried out at each balance sheet date. The Group applies the amendment to IAS 19 issued “Employee Benefits”, that provides an option to recognize actuarial gains and losses in full in the statement of recognized gains and losses in the period in which they occur. Past service costs are recognized immediately to the extent that the benefits are already vested, and otherwise are amortized on a straight-line basis over the average period until the benefits become vested. The retirement benefit obligation recognized in the balance sheet represents the present value of the defined benefit obligation and the unrecognized past service costs reduced by the fair value of plan assets, if any. 3.19 Share-Based Payments The members of the Executive Committee of the Company participate in the Delhaize Group S.A. (the parent company) equity-settled share-based compensation plan. The equity–settled share based payments granted by the parent company to Company employees is measured at the fair value at the grant date. The fair value is determined using the Black-Scholes valuation model, and is expensed on a straight line basis over the vesting period to the profit and loss with a corresponding increase in equity as contribution from the parent. 3.20 Taxation Income tax expense represents the sum of the current and deferred tax. The tax currently payable is based on taxable profit of the year. Taxable profit differs from profit as reported in the income statement as it excludes items of income or expense that are taxable or deductible in future years, or expenses that are permanent and non-deductible . The Group’s liability for current tax is calculated using the tax rates that have been enacted at the balance sheet date.

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«ALFA-ΒETA» VASSILOPOULOS S.A. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2007 (amounts in thousand EUR) 3. Summary of Accounting Principles-Continued Deferred tax is recognised on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that there will be taxable profits available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from goodwill or from the initial recognition (other than in a probable business combination) of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit. The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates, which are expected to apply in the period when the liability is settled or the asset realised. Deferred tax is charged or credited to profit or loss, except when it relates to amounts charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. 3.21 Segment Reporting The Group segments its business activity based on the Companies which are included in the consolidated financial statements since risks and return are affected predominantly by the fact that they operate in different sectors, the retail sector “ALFA-BETA” VASSILOPOULOS S.A. and the wholesale sector ENA S.A. The Group does not monitor its sales per geographical region since total sales are realized in Greece. 4. Critical accounting judgements and key sources of estimation uncertainty The preparation of Financial Statements according to Generally Accepted Accounting Principles requires management to make assumptions and estimates, which may possibly affect both the reported amounts of assets and liabilities, as well as the disclosures of contingent assets and liabilities at the date of the Financial Statements and the stated amounts of revenues and expenses recognized during the period. The use of sufficient information and the application of subjective assessments are integral part of management’s estimates. Actual future results may differ from the above estimates. The following are the key estimations and assumptions that may have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities within the next fiscal year. Impairment of Goodwill As described in note 3.3, goodwill impairment requires an estimation of net present value of the stores to which Goodwill has been allocated, using a discounted cash flow method which requires the entity to estimate the future cash flows and a suitable discount rate. A discount rate of 8,1% was used. The carrying amount of goodwill at the balance sheet date was 69.712 Euros. Impairment of Assets The Group reviewed the carrying amounts (net book value) of its cash generatring units (stores) to determine whether there is any indication of impairment loss.The method and estimates used to determine if there is an impairment are described in the note 3.4.4. The Company concluded that the fixed assets of two stores were impaired and the impairment charge amounted to 158 Euros. Additionally, due to the positive evolution of the financial figures, it was considered appropriate to partially reverse impairment provision for four stores’ assets, which had been recognized in the prior year amounted to 109 Euros. The total impairment charge amounted to 49 Euros.

13

«ALFA-ΒETA» VASSILOPOULOS S.A. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2007 (amounts in thousand EUR) 4. Critical accounting judgements and key sources of estimation uncertainty-Continued Provision for Legal Cases The Companies of the Group monitor pending court cases (Civil and Administrative ones) as well as the possible financial impact deriving from them and which may affect Company’s financial data. Legal advisors evaluate each case and estimate the possible or probable loss. At 31.12.2007, Group’s total pending legal cases amounted to 4.597 Euros (Company : 4.132 Euros) for which a provision of 2.436 Euros (Company: 2.333 Euros) has been recognised of which 1.765 Euros (Company : 1.682 Euros) was charged to the current year results. Income tax In order to determine the provision related to Group’s income tax, the companies of the Group proceed to an analysis of taxable income (note 3.20). During the ordinary course of business, many transactions and calculations take place for which the precise estimate of tax is uncertain. In case that the final income tax arising after the tax audit is performed, is different from the amounts that were initially recorded, such differences will impact the income tax and deferred tax provisions in the period in which such determination is made. 5. Financial Risk Management The Group’s activities expose it to certain financial risks, including the effects of changes in debt and equity market prices and interest rates. The Group’s overall risk management program focuses on the unpredictability of financial markets and seeks to minimize potential adverse effects on the financial performance of the Group as a whole. Risk management is carried out by the Financial Department, which manages the financial risks relating to the Group’s operations. This includes identifying, evaluating and if necessary, hedging financial risks in close co-operation with the various entities within the Group. The Financial Department does not undertake any transactions of a speculative nature or which are unrelated to the Group’s trading activities. The Group’s financial instruments consist mainly of deposits with banks, derivative financial instruments, trade accounts receivable and payable, loans, associates, dividends payable and financing lease obligations. 5.1 Currency risk The Group operates exclusively in Greece where the dominant currency is Euro, thus there are no exposures to exchange rate fluctuations. Purchases of goods from foreign countries constitute 4,7% on total Group’s purchases. From them, the percentage of purchases by the Euro-zone countries reaches 4,5% and only a 0,2% concerns purchases in a different foreign currency. Consequently the currency risk that may result is limited. 5.2 Interest rate risk Group’s interest rate risk management objective is to achieve an optimal balance between borrowing cost and management of the effect of interest rate changes on earnings and cash flows. The Group manages its debt and overall financing strategies using a combination of short and long-term debt. It is the policy of the Group to continuously review interest rate trends and the tenure of financing needs. Daily working capital requirements are typically financed with operational cash flow and through the use of various committed lines of credit. The interest rate on these short-term borrowing arrangements, is generally determined as the inter-bank offering rate at the borrowing date plus a pre-set margin. The mix of fixed-rate debt and variable-rate debt is managed within policy guidelines. At the end of 2007, 92% of the financial debt of the Group was long-term, fixed-rate debt and 8% was short-term variable-rate debt.

14

«ALFA-ΒETA» VASSILOPOULOS S.A. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2007 (amounts in thousand EUR) 5. Financial Risk Management-Continued 5.3 Credit risk The Group has no significant concentrations of credit risk. Trade accounts receivable consist mainly of the customer base of the wholesale subsidiary company ENA S.A and franchisees. All Group companies monitor the financial position of their debtors on an ongoing basis and control the granting of credit as well as the credit lines. Where considered appropriate, credit guarantee insurance cover is purchased. Moreover, regarding franchisees, the Group has proceeded to additional credit coverage. Appropriate provision for impairment losses is made for specific credit risks. At the year-end management did not consider the existence of any material credit risk exposure that was not already covered by credit guarantee insurance or a doubtful debt provision. More information on credit risk can be found in Note 22 to the Financial Statements, “Trade Receivables”, p. 29 & 30. 5.4 Liquidity risk Prudent liquidity risk management implies the availability of cash flows as well as that of funding through adequate amounts of committed credit facilities. Group closely monitors the amount of short-term funding as well as the mix of short-term funding to total debt and the composition of total debt, manages the risk that could arise from the lack of sufficient liquidity and secures that necessary borrowing facilities are maintained. The Group has sufficient credit line facilities that could be utilized to fund any potential shortfall in cash resources. The Group manages and monitors its working capital in order to minimize any possible liquidity and Cash flow risks. 5.5 Capital Management Group is continuously optimizing its capital structure (mix between debt and equity). The capital structure’s main objective is to maximize shareholder value while keeping the desired financial flexibility to execute the strategic projects. The capital structure is reviewed on a semi-annual basis. As part of this review the management considers the cost of capital and the risk associated with each class of capital. The company has a target gearing ratio of 25% to 30%.

15

16

«ALFA-ΒETA» VASSILOPOULOS S.A. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2007 (amounts in thousand EUR) 6. Revenues Group and Company revenues are stated net of discounts and similar allowances and arise exclusively from retail store sales to consumers and wholesale sales of goods to small third party entities which are located in various regions of the country, as well as from sales of goods to franchisees. The net sales and revenues recorded per category is stated below: Group Company

01.01.2007 -

31.12.200701.01.2006 -

31.12.200601.01.2007 -

31.12.200701.01.2006 -

31.12.2006

Retail sales 1.016.477 899.736 1.016.477 899.736

Sales to franchisees and other third part 41.524 27.309 41.524 27.309

Wholesales 116.882 103.204 83.203 73.835

Total 1.174.883 1.030.249 1.141.204 1.000.880 7. Other Operating Income Other income earned, related to the Group’s operations is stated below: Group Company

01.01.2007 -

31.12.2007 01.01.2006-

31.12.2006 01.01.2007 -

31.12.2007 01.01.2006-31.12.2006

Sales of auxiliary materials 232 168 230 334

Income from suppliers (coupons, quality control of products) 375 209 369 194

Training subsidy (Greek Manpower Employment Organization) 425 318 407 318 Other Income (related mainly to services provided and other fees) 2.866 2.043 2.327 1.559 Income deriving from contracts with franchisees 167 115 167 115

Income from rents 1.598 1.657 1.767 1.813

Total 5.663 4.510 5.267 4.333

«ALFA-ΒETA» VASSILOPOULOS S.A. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2007 (amounts in thousand EUR) 8. Business Segments

1. “ALFA-BETA” VASSILOPOULOS S.A. and 2. ENA S.A.

Period from 01.01.2007 until 31.12.2007 Period from 01.01.2006 until 31.12.2006

"ALFA-BETA" ENA S.A. Elimination of Intercompany Transactions

Total

"ALFA-BETA" ENA S.A. Elimination of Intercompany Transactions

Total

Turnover (sales) Retail sales 1.016.477 - - 1.016.477 899.736 - - 899.736 Sales to third party entities 116.882 - 116.882 - 103.204 - 103.204 Intercompany sales 83.203 - (83.203) - 73.835 - (73.835) - Sales to franchisees 38.796 - - 38.796 26.351 - - 26.351 Sales to third parties 2.728 - - 2.728 958 - - 958 Total sales per segment 1.141.204 116.882 (83.203) 1.174.883 1.000.880 103.204 (73.835) 1.030.249 Profit before taxes 45.910 4.134 (40) 50.004 27.617 2.853 (46) 30.424 Profit after taxes 33.987 3.022 (28) 36.981 18.399 1.658 (38) 20.019 «ALFA-ΒETA» VASSILOPOULOS S.A. is the main supplier of ENA S.A. It sells to ENA, goods that itself purchases and trades. The sale price of these goods is based on the last purchase price from the third party supplier to «ALFA-ΒETA» VASSILOPOULOS S.A., increased by a specific rate of 1,03. «ALFA-ΒETA» VASSILOPOULOS S.A. provides discounts to ENA S.A. based on commercial agreement’s scales.

17

18

«ALFA-ΒETA» VASSILOPOULOS S.A. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2007 (amounts in thousand EUR) 8. Business Segments - Continued Assets and liabilities per segment as at 31.12.2007: Period from 01.01.2007 until 31.12.2007 Period from 01.01.2006 until 31.12.2006

"ALFA-BETA" ENA S.A.Elimination of Intercompany Transactions

Total "ALFA-BETA" ENA S.A. Elimination of Intercompany Transactions

Total

Balance Sheet Assets Segment assets 396.547 33.358 2.113 432.018 388.952 27.707 1.878 418.537

Related companies' assets 25.422 - (25.422) - 23.577 - (23.577) -

Total assets 421.969 33.358 (23.309) 432.018 412.529 27.707 (21.699) 418.537 Liabilities Segment long-term and short-term liabilities 309.359 9.132 264 318.755 329.079 8.430 - 337.509 Liabilities to related companies - 18.047 (18.047) - - 16.201 (16.201) - Total liabilities 309.359 27.179 (17.783) 318.755 329.079 24.631 (16.201) 337.509 Other information Movements on fixed assets -additions 35.747 946 - 36.693 36.326 1.158 - 37.484 -depreciation 19.151 1.089 37 20.277 18.381 948 37 19.366 Impairment of fixed assets 49 - - 49 940 - - 940

19

«ALFA-ΒETA» VASSILOPOULOS S.A. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2007 (amounts in thousand EUR) 8. Business Segments - Continued Other Detailed Information on: Additions Group Company

31.12.2007 31.12.2006 31.12.2007 31.12.2006

Land 546 465 541 459

Owned buildings 4.225 6.930 4.045 6.831

Installations on third parties' property 7.904 4.770 7.783 4.610

Furniture and Fixtures 18.457 18.648 17.891 17.901

Vehicles 1.025 1.532 953 1.504

Construction in progress and advances 3.184 4.095 3.184 4.095

Software 1.352 1.044 1.350 926

Total 36.693 37.484 35.747 36.326 Depreciaton Group Company

31.12.2007 31.12.2006 31.12.2007 31.12.2006

Land 65 64 68 64

Owned buildings 2.286 2.131 2.260 1.967

Installations on third parties' property 4.448 4.620 4.178 4.406

Furniture and Fixtures 11.585 11.477 10.910 10.958

Vehicles 906 800 870 754

Assets retirement obligation 529 196 491 154

Software 458 78 374 78

Total 20.277 19.366 19.151 18.381 9. Finance Costs Group Company

01.01.2007-31.12.2007

01.01.2006-31.12.2006

01.01.2007-31.12.2007

01.01.2006-31.12.2006

Interest on bank overdrafts and loans 2.421 3.365 2.421 3.365 Loss/(Profit) from Bond's valuation - (3.367) - (3.367) Foreign currency loss on debt instrument - 3.198 - 3.198 Other finance costs 268 2 259 2

Total finance costs 2.689 3.198 2.680 3.198

20

«ALFA-ΒETA» VASSILOPOULOS S.A. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2007 (amounts in thousand EUR) 10. Profit before Taxes Profit before taxes for the year has been arrived at after charging /(crediting) the following:

Group Company

01.01.2007 –31.12.2007

01.01.2006-31.12.2006

01.01.2007 –31.12.2007

01.01.2006-31.12.2006

Depreciation of tangible assets for the year 19.819 19.170 18.777 18.227 Impairment losses 49 940 49 940 Depreciation of intangible assets for the year 458 196 374 154 Total depreciation and impairment losses for the year 20.326 20.306 19.200 19.321 Foreign exchange: losses/ (gains) from trading

ti iti(50) (40) (37) (40)

Losses from fixed asset disposals 107 97 103 93 Cost of inventories sold 872.070 772.761 770.001 682.297 Inventory impairment - 208 - 183 Staff remuneration and other benefits 136.625 119.835 127.402 114.123 Provision for staff retirement indemnity 1.646 1.666 1.543 1.594 11. Income tax expense Group Company 01.01.2007 -

31.12.2007 01.01.2006-31.12.2006

01.01.2007 -31.12.2007

01.01.2006-31.12.2006

Income Tax Corporate Income tax:

- Current tax:provision 12.223 8.255 11.185 7.427

- (Over)/under provision of prior year income taxes (186) 29 (182) 29

- Additional tax 156 156 144 144 - Differences arising from prior years tax audit - 1.114 - 1.031

Deferred tax: - Current year 830 851 775 587

Total 13.023 10.405 11.923 9.218 The total income tax expenses can be reconciled to the accounting profit as follows:

Group

01.01.2007-31.12.2007 01.01.2006-31.12.2006

% %

Profit before taxes 50.004 100 30.424 100 Income tax expense calculated at 25% (2006:29%) 12.501 25,0 8.823 29,0Tax impact arising from non-deductible expenses 552 1,1 414 1,3Additional Taxes 156 0,3 156 0,5(Over) / under provision of prior year income taxes (186) (0,4) 29 0,1Differences arising from prior years tax audit - - 1.114 3,7Increases / (decreases) in deferred tax assets/ liabilities due to the tax rate change - - (131) (0,4)Income tax expenses and effective income tax rate for the year 13.023 26,0 10.405 34,2

21

«ALFA-ΒETA» VASSILOPOULOS S.A. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2007 (amounts in thousand EUR) 11. Income tax expense-Continued

Company 01.01.2007-31.12.2007 01.01.2006-31.12.2006

% %

Profit before taxes 45.910 100 27.617 100 Income tax expensed calculated at 25% (2006:29%) 11.478 25,0 8.009 29,0 Tax impact arising from non-deductible expenses 483 1,8 409 1,4 Additional Taxes 144 0,3 144 0,5 Increases/ (decreases) of income taxes related to prior years (182) (0,4) 29 0,1 Differences arising from prior years tax audit - - 1.031 3,7

Increases / (decreases) in deferred tax assets/ liabilities - - (404) (1,4)

Income tax expenses and effective income tax rate for the year 11.923 26,0 9.218 33,3 The corporate tax rate in 2007 was 25% and 29% in 2006 based on tax laws enacted in 2004. For the company “ΑLFΑ-ΒEΤΑ” VASSILOPOULOS S.Α., a tax audit was conducted and concluded up to the fiscal year 2005 while for ENA S.A., which is included in the consolidated statements, a tax audit has been conducted and concluded up to the fiscal year 2004. Only the audit for the fee to the affiliate company Delhaize Group S.A. for the services rendered during 2005 to the Group remains pending. The Group companies have already applied to the Special Committee of the Ministry of Finance for the pre-approval of the deductibility of expenses for administrative, organizational support and generally for international services from their gross revenue. Furthermore, for the fiscal years 2003, 2004 and 2005 withholding income tax based on article 13, L. 2238/1994, of a total amount of 204 Euros, was assessed for which the Company has taken legal action, the outcome is expected to be successful . 12. Earnings per share The calculation of the basic earnings per share is based on the following data:

Group Company

01.01.2007 -31.12.2007

01.01.2006 -31.12.2006

01.01.2007 -31.12.2007

01.01.2006 -31.12.2006

Net Profit of the year 36.981 20.019 33.987 18.399 Weighted average number of shares of the year 12.732.720 12.732.720 12.732.720 12.732.720Earnings per share (in Euro) 2,90 1,57 2,67 1,44 13. Dividend For the fiscal year 2006, the General Meeting of Shareholders on 07.06.2007 approved the dividend distribution of forty-nine cents (0,49 Euros) per share totaling 6.239 Euros. The distribution of the dividend to the beneficiary shareholders took place on 21.06.2007 via EFG EUROBANK ERGASIAS S.A. For the fiscal year 2007, the Board of Directors of the Company resolved to propose to the General Meeting of Shareholders the dividend distribution of eighty-nine cents (0,89 Euros) per share. The dividend is subject to the approval of the Annual Ordinary General Meeting of Shareholders, which will be convened on 03.06.2008 and has thus not been accounted for as a liability in the financial statements. The distribution of the approved dividend to the recipient shareholders will take place on 18.06.2008, through the bank EFG EUROBANK ERGASIAS S.A.

22

«ALFA-ΒETA» VASSILOPOULOS S.A. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2007 (amounts in thousand EUR) 14. Property, Plant and Equipment

Land Owned

buildings

Installations on third parties' property

Furniture and

Fixtures Vehicles

Construction in progress

and advances Total Group - 2007 Cost Balance at 01.01.2007 36.764 79.150 60.262 135.220 8.927 4.707 325.030 Additions 546 4.225 7.904 18.457 1.025 3.184 35.341 Transfers 23 2.272 1.018 1.369 - (4.701) (19)

Disposal / retirement of assets - (10) (445) (3.895) (173) - (4.523) Asset retirement obligation - - 792 - - - 792 Balance at 31.12.2007 37.333 85.637 69.531 151.151 9.779 3.190 356.621

Accumulated depreciation Balance at 01.01.2007 584 18.899 33.085 79.880 5.437 - 137.885 Depreciation of the year 65 2.286 4.448 11.585 906 - 19.290 Transactions - - - - - - - Disposal / retirement of assets - (10) (441) (3.787) (144) - (4.382) Assets retirement obligation - - 529 - - - 529 Balance at 31.12.2007 649 21.175 37.621 87.678 6.199 - 153.322

Provision for impairment of assets Balance at 01.01.2007 - - 605 479 - - 1.084 Provision for the year - - 32 126 - - 158 Reversal - - (90) (19) - - (109) As at 31.12.2007 - - 547 586 - - 1.133

Net book value Balance at 31.12.2007 36.684 64.462 31.363 62.887 3.580 3.190 202.166

Group - 2006 Cost Balance at 01.01.2006 36.304 69.774 50.253 119.995 7.594 8.599 292.519Additions 465 6.930 4.770 18.648 1.532 4.095 36.440Transfers (5) 2.448 4.579 689 - (7.987) (276)Disposal / retirement of assets - (2) (16) (4.112) (199) - (4.329)Asset retirement obligation - - 676 - - - 676Balance at 31.12.2006 36.764 79.150 60.262 135.220 8.927 4.707 325.030

Accumulated depreciation Balance at 01.01.2006 520 16.769 28.400 72.446 4.739 - 122.874Depreciation of the year 64 2.131 4.620 11.477 800 - 19.092Transactions - - - - - - -Disposal / retirement of assets - (1) (13) (4.043) (102) - (4.159)Assets retirement obligation - - 78 - - - 78Balance at 31.12.2006 584 18.899 33.085 79.880 5.437 - 137.885

Provision for impairment of assets Balance at 01.01.2006 - - 70 74 - - 144Provision for the year - - 554 429 - - 983Reversal - - (19) (24) - - (43)Balance at 31.12.2006 - - 605 479 - - 1.084

Net book value Balance at 31.12.2006 36.180 60.251 26.572 54.861 3.490 4.707 186.061 There are no encumbrances on the property of the Group. During the annual review of the useful life of the above tangible assets, buildings’ installations and plant and machinery (see note 3.4.1), no change arose.

23

«ALFA-ΒETA» VASSILOPOULOS S.A. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2007 (amounts in thousand EUR) 14. Property, Plant and Equipment - Continued

Land Owned buildings

Installations on third parties'

property

Furniture and Fixtures Vehicles

Construction in progress and

advances Total

Company - 2007 Cost Balance at 01.01.2007 33.976 74.357 57.861 129.431 8.455 4.707 308.787 Additions 541 4.045 7.783 17.891 953 3.184 34.397 Transfers 23 2.272 1.018 1.369 - (4.701) (19) Sales and disposals - (10) (444) (3.686) (170) - (4.310) Asset retirement obligation - - 705 - - - 705 Balance at 31.12.2007 34.540 80.664 66.923 145.005 9.238 3.190 339.560

Accumulated depreciation Balance at 01.01.2007 574 17.799 31.674 76.890 5.060 - 131.997 Depreciation of the year 68 2.260 4.177 10.910 870 - 18.285 Transfers - - - - - - - Sales and disposals - (10) (441) (3.578) (141) - (4.170) Assets retirement obligation - - 491 - - - 491 Balance at 31.12.2007 642 20.049 35.901 84.222 5.789 - 146.603

Provision for impairment of assets Balance at 01.01.2007 - - 605 479 - - 1.084 Provision for the year - - 32 126 - - 158 Reversal - - (90) (19) - - (109) Balance at 31.12.2007 - - 547 586 - - 1.133

Net book value Balance at 31.12.2007 33.898 60.615 30.475 60.197 3.449 3.190 191.824

Company - 2006 Cost Balance at 01.01.2006 33.522 65.080 48.012 114.821 7.278 8.599 277.312 Additions 459 6.831 4.610 17.901 1.504 4.095 35.400 Transfers (5) 2.448 4.579 799 - (7.987) (166) Sales and disposals - (2) (16) (4.090) (327) - (4.435) Asset retirement obligation - - 676 - - - 676 Balance at 31.12.2006 33.976 74.357 57.861 129.431 8.455 4.707 308.787

Accumulated depreciation Balance at 01.01.2006 510 15.833 27.203 69.962 4.537 - 118.045 Depreciation of the year 64 1.967 4.406 10.958 754 - 18.149 Transfers - - - - - - - Sales and disposals - (1) (13) (4.030) (231) - (4.275) Assets retirement obligation - - 78 - - - 78 Balance at 31.12.2006 574 17.799 31.674 76.890 5.060 - 131.997

Provision for impairment of assets Balance at 01.01.2006 - - 70 74 - - 144 Provision for the year - - 554 429 - - 983 Reversal - - (19) (24) - - (43) Balance at 31.12.2006 - - 605 479 - - 1.084

Net book value

Balance at 31.12.2006 33.402 56.558 25.582 52.062 3.395 4.707 175.706

There are no encumbrances on the property of the Company. During the annual review of the useful life of the above tangible assets, buildings’ installations and plant and machinery (see note 3.4.1), no change arose.

24

«ALFA-ΒETA» VASSILOPOULOS S.A. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2007 (amounts in thousand EUR) 15. Investment Property Group Company

Investment property

Investment property

2007 Cost Cost at 01.01.2007 224 180 Cost at 31.12.2007 224 180 2006 Cost

Cost at 01.01.2006 57 13 Tranfers 167 167 Cost at 31.12.2006 224 180 16. Goodwill

Group/ Company

31.12.2007 31.12.2006

Net carrying amount

As at 01.01.2007 69.712 69.712

As at 31.12.2007 69.712 69.712 At the end of 2007 and 2006, the Group assessed the recoverable amount of goodwill, and determined that goodwill is not impaired. The recoverable amount of the relevant cash-generating unit was assessed by reference to value in use based on 20 year cash flows projections determined on historical data increasing by one basis point above the estimated rate inflation. A discount factor (WACC) of 8,1% per annum was applied in the value in use model for 2007 and 2006.

25

«ALFA-ΒETA» VASSILOPOULOS S.A. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2007 (amounts in thousand EUR) 17. Intangible Assets

Group Company

Software Software

2007

Cost

Cost at 01.01.2007 1.972 1.719

Additions 1.352 1.350

Transfers 19 19

Sales and disposals (1) (1)

Cost at 31.12.2007 3.342 3.087

Accumulated depreciation

Accumulated depreciation at 01.01.2007 993 946

Depreciation of the year 458 374

Sales and disposals (1) (1)

Accumulated depreciation at 31.12.2007 1.450 1.319

Net carrying amount

Balance at 31.12.2007 1.892 1.768

2006

Cost

Cost at 01.01.2006 818 793

Additions 1.044 926

Transfers 110 -

Cost at 31.12.2006 1.972 1.719

Accumulated depreciation


Depreciation of the year 196 154


Net carrying amount

Balance at 31.12.2006 979 773

The depreciation of intangible assets is recorded in the cost centers which utilize these assets based on the participation of each cost center in the operation and is included in the lines of income statement as follows: Group Company Cost of Sales 5 5 Distribution cost 38 29 Administrative expenses 415 340 Total 458 374

26

«ALFA-ΒETA» VASSILOPOULOS S.A. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2007 (amounts in thousand EUR) 18. Investment in subsidiary The companies included in the Consolidated Financial Statements, their addresses as well as the participation of the parent company in their share capital, are shown in the table below:

Company name Registered Office % of participation of the parent

company in the share capital of its subsidiary

ΕΝΑ S.Α. (subsidiary) Greece, Gerakas Attica 99,96% The following companies are not included in the consolidated statements for the reasons stated below: Company Name % of participation Reasons for excluding subsidiaries from consolidation

SAK LTD 40,00%

The participation of “ALFA-BETA” to the share capital of SAK Ltd. is insignificant due to its immaterial financial value. Furthermore, it is noted that the company is dormant since 1984.

The Company DELHAIZE GROUP S.A., with its registered office in Brussels, Belgium and owner of the 61,28% of “ΑLFΑ-ΒEΤΑ” VASSILOPOULOS S.Α. share capital, prepares consolidated financial statements in which the financial statements of the Group are incorporated. These consolidated financial statements, which are prepared under the method of full consolidation, are available at the registered office of the Belgian company. 19. Long-term Receivables The Group has long-term receivables, the greater part of which are guarantees given regarding rental of property, provision of power etc. Long-term receivables are analyzed as follows:

Group Company 31.12.2007 31.12.2006 31.12.2007 31.12.2006 Guarantees 7.237 5.716 7.135 5.615 Other Receivables 688 668 688 668 Total 7.925 6.384 7.823 6.283

27

«ALFA-ΒETA» VASSILOPOULOS S.A. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2007 (amounts in thousand EUR) 20. Deferred Tax Assets/(Liabilities) Analysis for financial reporting purposes: Group Company 31.12.2007 31.12.2006 31.12.2007 31.12.2006 Deferred tax assets 9.530 8.674 9.023 8.127 Deferred tax liabilities (10.060) (7.949) (9.290) (7.221) Net deferred tax assets/ (liabilities) (530) 725 (267) 906 The movements for the year in Company’s net deferred tax position were as follows: Group Company 31.12.2007 31.12.2006 31.12.2007 31.12.2006 Balance at 1 January 725 1.332 906 1.262 Charge on the results of the year (830) (851) (775) (587) Deferred tax on recognized actuarial gain/(loss) in defined benefit plans taken directly to Equity (425) 244 (397) 231 Balance at the end of the year (530) 725 (267) 906 The calculation of the deferred tax is based on the effective tax rates: 29% for 2006 25% for 2007 and onwards.

Company

Provision for staff

retirement indemnity

Actuarial gains/losses recognized

directly in Equity

Accrued expenses Inventories

Difference in net book values of

assets

Derivative Instrument

Assessed losses utilized Other Total

Balance at 01.01.2006 2.966 396 1.390 1.896 (5.462) 40 - 36 1.262 Charge to the income of the year 398 - (161) (139) (1.453) (42) - 810 (587) Deferred tax recorded directly in Equity for recognized actuarial gains/losses

- 231 - - - - - - 231

Balance at 01.01.2007 3.364 627 1.229 1.757 (6.915) (2) - 846 906 Charge to income of the year 385 - 220 252 (1.871) 2 - 237 (775) Deferred tax recorded directly in Equity for recognized actuarial gains/losses - (397) - - - - - - (397)

Balance at 31.12.2007 3.749 231 1.449 2.009 (8.786) - - 1.083 (267)

Group

Provision for staff

retirement indemnity

Actuarial gains/losses recognized

directly in Equity

Accrued expenses Inventories

Difference in net book values of

assets

Derivative Instrument

Assessed losses utilized Other Total

Balance at 01.01.2006 3.111 438 1.441 1.921 (6.192) 40 529 44 1.332 Charge to the income of the year 416 - (174) (146) (1.453) (42) (529) 1.077 (851) Deferred tax recorded directly in Equity for recognized actuarial gains/losses

- 244

-

-

-

- -

- 244

Balance at 01.01.2007 3.527 682 1.267 1.775 (7.645) (2) - 1.121 725 Charge to income of the year 410 - 225 250 (1.903) 2 - 186 (830) Deferred tax recorded directly in Equity for recognized actuarial gains/losses - (425) - - - - - - (425) Balance at 31.12.2007 3.937 257 1.492 2.025 (9.548) - - 1.307 (530)

28

«ALFA-ΒETA» VASSILOPOULOS S.A. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2007 (amounts in thousand EUR)

20. Deferred Tax Assets / (Liabilities) - Continued The following are the major deferred tax liabilities and assets recognized by the Company and movements thereon during the year :

«ALFA-ΒETA» VASSILOPOULOS S.A. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2007 (amounts in thousand EUR) 21. Inventories

Group Company 31.12.2007 31.12.2006 31.12.2007 31.12.2006 Merchandise 79.902 71.711 74.808 66.689 Raw materials, consumables, spare parts and packing materials 817 885

817 884

Advances for the purchase of inventories 11 159 11 159

Total 80.730 72.755 75.636 67.732 The average days of stock for the Group is 33,8 days in 2007 against 34,3 days in 2006 and for the Company is 35,8 days in 2007 against 36,2 days in 2006. 22. Trade Receivables

Group Company 31.12.2007 31.12.2006 31.12.2007 31.12.2006

Trade receivables (from third parties) 8.836 7.008 8.006 6.136

Trade receivables (intercompany) - - 18.047 16.189

Debtors 5.487 5.002 4.712 4.075

Cheques and bills receivable 10.503 11.177 7.083 7.521

Receivables from suppliers 13.234 9.637 12.781 9.186

Provision for doubtful receivables (4.980) (5.093) (3.273) (3.221) Total 33.080 27.731 47.356 39.886

Changes in Provision for doubtful receivables in the year 2007 are analyzed as follows: Group Company Provision for doubtful receivables as at 31.12.2006 (5.093) (3.221) Decrease/(increase) of provision 113 (52) Provision for doubtful receivables as at 31.12.2007 (4.980) (3.273) The average collection period of trade receivables for the Group in 2007 is 10,3 days against 9,8 days in 2006. The average collection period of trade receivables for the Company in 2007 is 15,2 days, against 14,5 days in 2006. Company’s management considers that the carrying amount of trade and other receivables approximates their fair value. Credit Risk

The amounts presented in the Balance Sheet include provisions for doubtful receivables, estimated by the Company’s management based on prior experience and the current economic environment. The Company estimates that, except for the provisions already made, there is no further risk deriving from trade receivables.

The Company estimates that it does not have significant concentration of credit risk

arising from receivables apart from its subsidiary ENA S.A., for which there is no credit risk. The rest of the receivables consist of a large number of customers, debtors and suppliers.

29

«ALFA-ΒETA» VASSILOPOULOS S.A. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2007 (amounts in thousand EUR) 22. Trade Receivables- Continued

36,8% of the trade receivables (third parties) of the Group and 40,6% of the

Company represent receivables from franchisees. According to cooperation contracts, a fixed credit line has been determined for each franchisee. To manage credit risk the Company periodically assesses the financial reliability and the creditworthiness of franchisees and has proceeded to obtain insurance cover, letters of guarantee from the certain franchisees or has registered pre-notices of mortgage on immovable property.

As of 31.12.2007, insurance cover, letters of guarantee and pre-notices of mortgages are analyzed as follows: Group/ Company Insurance coverage 2.480 Letters of guarantee 2.110 Pre-notations of mortgage 490 Total 5.080

The aging of trade receivables can be detailed as follows:

Group

Net carrying amount as of 31.12.2007

Of which neither impaired nor past

due on the reporting date

Past due less than 30 days

Past due between

30- 59 days

Past due between

60- 89 days

Past due between

90- 179 days

Past due between 180-359

days

Past due more than 359 days

Trade receivables (from third parties) 7.513 1.753 4.224 791 259 231 247 8Trade receivables (intercompany) - - - - - - - -Debtors 2.424 156 538 242 419 699 370 -Cheques and bills receivable 10.503 9.383 687 1 180 250 - 2Receivables from suppliers 12.640 - 12.640 - - - - -Total 33.080 11.292 18.089 1.034 858 1.180 617 10

Company

Net carrying amount as of 31.12.2007

Of which neither impaired nor past

due on the reporting date

Past due less than 30 days

Past due between

30- 59 days

Past due between

60- 89 days

Past due between

90- 179 days

Past due between 180-359

days

Past due more than 359 days

Trade receivables (from third parties) 7.408 1.650 4.225 791 258 231 245 8Trade receivables (intercompany) 18.047 12.796 1.773 2.914 283 281 - -Debtors 2.400 156 527 240 419 700 358 -Cheques and bills receivable 7.083 5.967 683 1 180 250 - 2Receivables from suppliers 12.418 - 12.418 - - - - -Total 47.356 20.569 19.626 3.946 1.140 1.462 603 10

30

«ALFA-ΒETA» VASSILOPOULOS S.A. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2007 (amounts in thousand EUR) 23. Other Receivables – Accrued Income

Group Company 31.12.2007 31.12.2006 31.12.2007 31.12.2006

Other receivables (subsidies – compensations) 1.253 661 1.231 624 Due from the Greek State – Withholding taxes 307 398 287 378

Other accrued income 20 37 45 35

Total 1.605 1.079 1.555 1.037 24. Cash and Cash equivalents Cash and cash equivalents refer to Group’s cash and short-term (up to 3 months) deposits. Company’s management considers that their carrying amount of Cash and Bank represents their fair value.

Group Company 31.12.2007 31.12.2006 31.12.2007 31.12.2006 Banks 28.163 48.169 12.614 38.447 Cash 6.160 4.321 5.779 4.113

Total 34.323 52.490 18.393 42.560 25. Share Capital 31.12.2007 31.12.2006

Share Capital – Authorised , Issued and Fully Paid

12.732.720 common shares of 1,50 Euro ( 1 Euro and 50 cents) each 19.099 19.099

There were no changes in Company’s share capital during the fiscal years 2007 and 2006. 26. Share Premium 31.12.2007 31.12.2006

Share Premium 13.560 13.560

There were no changes in the Company’s share premium during the fiscal years 2007 and 2006. 27. Reserves On 31.12.2007 the Group and the Company have tax free or specially taxed reserves. In the event of distribution of these reserves, which are subject to approval of the General Meeting of Shareholders, income tax will be payable at the corporate rate effective in the year of the distribution. Indicatively, using the current tax rates if the above reserves were distributed, an amount of 3.086 Euros would be payable.

31

«ALFA-ΒETA» VASSILOPOULOS S.A. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2007 (amounts in thousand EUR) 27. Reserves – Continued

Legal reserves

Extraordinary reserves

Reserves arising from special

regulation and laws

Participation & Bond

Reserves Total

Group

Balance at 01.01.2006 3.211 14.488 12.358 - 30.057

Transfer from appropriation of profit 600 - - - 600Equity Settled Employee Benefits Reserve provided by the parent company - 181 - - 181

Balance at 31.12.2006 3.811 14.669 12.358 - 30.838

Balance at 01.01.2007 3.811 14.669 12.358 - 30.838

Transfer from appropriation of profit 925 3.143 - - 4.068

Equity Settled Employee Benefits Reserve provided by the parent company - 220 - - 220

Balance at 31.12.2007 4.736 18.032 12.358 - 35.126

Legal

reservesExtraordinary

reserves

Reserves arising from special

regulation and laws

Participation & Bond

Reserves Total Company Balance at 01.01.2006 3.211 14.488 12.358 279 30.336

Transfer from appropriation of profit 600 - - - 600Equity Settled Employee Benefits Reserve provided by the parent company - 181 - - 181

Balance at 31.12.2006 3.811 14.669 12.358 279 31.117

Balance at 01.01.2007 3.811 14.669 12.358 279 31.117

Transfer from appropriation of profit 925 3.143 - - 4.068

Equity Settled Employee Benefits Reserve provided by the parent company - 220 - - 220

Balance at 31.12.2007 4.736 18.032 12.358 279 35.405 The extraordinary reserves increase is equal to the cost of Equity Settled Employee Benefits provided by the parent company DELHAIZE GROUP S.A. (note 3.19 in the Summary of Accounting Principles). 28. Retained Earnings Group Company

Balance at 01.01.2006 2.793 6.520 Actuarial gains/(losses) recognised directly in Equity (734) (698) Transfer to reserves (600) (600) Dividend distributed (3.947) (3.947) Net profit for the year 20.018 18.399 Balance at 31.12.2006 17.530 19.674 Balance at 01.01.2007 17.530 19.674 Actuarial gains/(losses) recognised directly in Equity 1.273 1.192 Transfer to reserves (4.068) (4.068) Dividend distributed (6.239) (6.239) Net profit for the year 36.980 33.987

Balance at 31.12.2007 45.476 44.546

32

«ALFA-ΒETA» VASSILOPOULOS S.A. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2007 (amounts in thousand EUR) 29. Long Term Borrowings According to the decision of the Board of Directors dated on December 22, 2004 the Company issued, on February 7 2005, a five-year fixed interest rate bond loan amounting to 40.000 Euros, divided into 4 bearer bonds of 10.000 Euros each, which are transferable with the Company’s consent. The bond loan was fully issued and covered by Alpha Bank and it will be fully repaid on February 9, 2010. Long term borrowings Group/Company 31.12.2007 31.12.2006

Bond loan terminating on 09.02.2010 40.000 40.000

Total 40.000 40.000

The above borrowing will be repaid as follows: Long term borrowings Group/Company Due 31.12.2007 31.12.2006

Within one year - -

In the second year - -

In the third to fifth years inclusive 40.000 40.000

Total 40.000 40.000 The interest rate is fixed and amounts to 3,895% per annum. Except as presented in the following table, Management considers that the carrying amounts of financial assets and financial liabilities recorded at amortized cost in the financial statements approximate their fair values:

31.12.2007

Group / Company

Financial liabilities Carrying amount Fair Value

Alpha Bank Bond 40.000 38.921

33

«ALFA-ΒETA» VASSILOPOULOS S.A. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2007 (amounts in thousand EUR) 30. Long-term borrowings payable within one year and Short-Term Borrowings The five-year bond loan contracted on 05.02.2002 with DELCOR S.A., member of the DELHAIZE GROUP S.A., amounting to 38.100 thousand USD, or equivalent 44.138 Euros according to the swap agreement, was paid up on 05.02.2007. Current borrowings Group/Company Due 31.12.2007 31.12.2006

Within one year - 28.929

Total - 28.929

During the period from 01.01.2007 until 31.12.2007, the Group and the Company raised periodically short-term loans for covering temporary needs such as to cover partially its working capital or its investments. Τhe balance of short-term borrowings at 31.12.2007 reaches 3.500 Euros and the average short-term loan balance amounted to 13.584 Euros with an average interest rate of 4,88%. If interest rates had been 50 b.p. higher and all other variables were held constant the Group’s and the Company’s profit of the year ended at 31.12.2007 would decrease by 69 Euros. This is mainly attributable to the Group’s exposure to interest rates on its variable rate borrowings. In the year 2006, there was no short term borrowing. 31. Retirement Benefit Plans Defined Contribution Plans Employees of the Group, in accordance with the relevant legislation, for social security and retirement purposes are covered by the Social Insurance Institute (I.K.A), and other supplementary Insurance Funds. The employer contributions are charged to the income statement the fiscal year they refer to. Moreover, the Group provides to its officers a private pension plan. The obligation of the Group in this plan is in respect of the payment of a fixed amount to a private insurance company (defined contribution plan). The amount charged to the results for the year 2007 amounted to 412 Euro for the Group and 397 Euro for the Company, while for the year 2006 the respective amounts are 381 and 366 Euro, and are included in line “staff remuneration and other benefits”. Defined Benefit Plans In accordance with Greek law 2112/1920 the Group is obliged to pay a lum sum on retirements to all employees equal to 40% of the dismissal compensation which is based on the last salary and the years of service. The group policy is to pay 40% of the dismissal compensation to all employees excluding middle and top management who receive 100% if thay have a service of over 10 years in the Company. This is an unfunded defined benefit plan. The most recent actuarial valuations of the present value of the defined benefit obligation were carried out at 31 December 2007 by Hewitt Associates S.A. The present value of the defined benefit obligation, and the related current service cost and past service cost, were measured using the Projected Unit Credit Method.

34

«ALFA-ΒETA» VASSILOPOULOS S.A. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2007 (amounts in thousand EUR) 31. Retirement Benefit Plans - Continued Group Company 2007 2006 2007 2006 Obligations at the beginning of the year (restated) (SORIE Method) 16.840 14.196 15.970 13.447 Actuarial (gains)/losses recognized directly in Equity (1.698) 978 (1.589) 929 Charge for the year 2.989 2.531 2.833 2.385 Benefits paid (1.343) (865) (1.290) (791)

Total at the end of the year 16.788 16.840 15.924 15.970 The amounts recognized as expenses regarding the retirement benefit plan, are the following: Group Company 2007 2006 2007 2006

Current service cost 1.783 1.564 1.693 1.484

Interest cost 675 569 640 539

Current losses recognized - - - -

Past service cost 21 17 19 14

Additional benefits 510 381 481 348

Total at the end of the year 2.989 2.531 2.833 2.385 The charge for the year is included in personnel expenses in the following lines of the Profit and loss Statement:

Group Company 2007 2006 2007 2006

Cost of Sales 271 240 271 240

Distribution cost 748 297 606 288

Administrative expenses 1.970 1.994 1.956 1.857

Total 2.989 2.531 2.833 2.385 The changes in the fair value of the defined benefits are as follows: Group Company 2007 2006 2007 2006 Obligations at the beginning of the year 17.169 14.467 16.287 13.703

Current service cost 1.783 1.564 1.693 1.484

Interests cost 675 569 640 539

Actuarial (gain) / loss (1.698) 978 (1.589) 929

Benefits paid (1.343) (865) (1.290) (791)

Additional costs and obligations 506 456 478 423

Defined benefits obligation before the prior years’ unrecognized cost 17.092 17.169 16.219 16.287

Prior years’ unrecognized cost (304) (329) (295) (317)

Obligations at the end of the year 16.788 16.840 15.924 15.970

35

«ALFA-ΒETA» VASSILOPOULOS S.A. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2007 (amounts in thousand EUR) 31. Retirement Benefit Plans – Continued Group Company 2007 2006 2007 2006

Present value of capitalized obligations 17.092 17.169 16.219 16.287

Prior years’ unrecognized cost (304) (329) (295) (317)

Total 16.788 16.840 15.924 15.970 The principal assumptions used are the following: Group/Company 2007 2006 Discount rate 4,9% 4,0%Expected rate of salary increases 4,0% 4,0% 32. Derivative Instrument In prior years, the derivative instrument stated below was entered in order to manage the foreign exchange risk from the bond loan that “ALFA-BETA” VASSILOPOULOS S.A. had contracted with DELCOR S.A. in USD and which was paid up on 10.02.2007. Group/ Company 31.12.2007 31.12.2006 Balance at 01.01.2007 15.199 12.001 Revaluation to fair value - 3.198 Payment (15.199) - Balance at 31.12.2007 - 15.199 33. Provisions Group Company Balance at 01.01.2007 2.116 2.021 Changes during the year 2.501 2.382 Balance at 31.12.2007 4.617 4.403

The provisions are analysed as follows: Group Company Civil and administrative cases -extraordinary 2.770 2.668 Asset retirement obligation 1.468 1.381 Interest from asset retirement obligation 312 303 Recycle provision 67 51 Balance at 31.12.2007 4.617 4.403

36

«ALFA-ΒETA» VASSILOPOULOS S.A. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2007 (amounts in thousand EUR) 34. Trade payables

Group Company 31.12.2007 31.12.2006 31.12.2007 31.12.2006 Suppliers 165.308 158.798 161.633 155.188 Notes payable 3.525 3.784 3.525 3.784 Creditors 25.037 18.972 23.297 17.727 Cheques payable 12.222 10.953 12.083 10.942 Other obligations-advance payments to customers 1.102 590 433 42 Discounts to customers 3.503 2.708 3.497 2.701

Total 210.697 195.805 204.468 190.384 The Company’s management considers that the carrying amount of trade payables approximates their fair value. The average payment period of trade payables for the Group in 2007 is 88,1 days against 92,5 days in 2006. The average payment period of trade payables for the Company in 2007 is 96,9 days against 101,8 days in 2006. 35. Accrued Expenses

Group Company 31.12.2007 31.12.2006 31.12.2007 31.12.2006

Provision for bonus and vacation leave 5.813 5.220 5.434 4.857 Interests payable 1.411 2.990 1.411 2.990 Other 3.338 3.009 3.172 2.871 Total 10.562 11.219 10.017 10.718

36. Other Short-term Liabilities

Group Company 31.12.2007 31.12.2006 31.12.2007 31.12.2006 Other Taxes payable (VAT, withholding taxes, other taxes) 10.041 9.216 9.821 9.013 Social security funds 6.962 6.254 6.652 5.965 Salaries payable 5.236 4.634 5.014 4.426 Others 2.523 2.185 2.502 2.185 Total 24.762 22.289 23.989 21.589

37

«ALFA-ΒETA» VASSILOPOULOS S.A. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2007 (amounts in thousand EUR) 37. Operating Leases The Group has entered into leases and subleases and the commitments are as follows: Future Liabilities Group Company 31.12.2007 31.12.2006 31.12.2007 31.12.2006 Within one year 24.958 21.868 24.159 21.374 In the second to fifth years inclusive 91.855 79.169 88.682 78.226 After five years 299.059 215.561 294.896 215.256 Future Receivables Group Company 31.12.2007 31.12.2006 31.12.2007 31.12.2006 Within one year 1.402 1.211 1.577 1.380 In the second to fifth years inclusive 4.127 3.769 4.888 4.509 After five years 7.263 7.064 7.315 7.318 During 2007, lease charges amounting to 23.116 Euros for the Group and 22.624 Euros for the Company were charged to the income statement. 38. Related Parties’ Transactions The transactions for the period between “ALFA-BETA” VASSILOPOULOS S.A. and related parties are the following:

a. During the period from 01.12.2007 up to 31.12.2007, between “ΑLFΑ-ΒEΤΑ” VASSILOPOULOS S.Α. and ENA S.A., in the share capital of which the former participates by 99,96%, the following transactions have been effected:

01.01.2007-

31.12.2007

Net Sales of merchandise from «ΑLFΑ-ΒEΤΑ» VASSILOPOULOS S.A. to ΕΝΑ S.A. (net of vendor allowances) 83.024

Sales of packing material from «ΑLFΑ-ΒEΤΑ» VASSILOPOULOS S.A. to ΕΝΑ S.A. 179

«ΑLFΑ-ΒEΤΑ» VASSILOPOULOS S.A. revenue arising from rental of property to ENA S.A. 169

Purchases of ΕΝΑ S.A. from «ΑLFΑ-ΒEΤΑ» VASSILOPOULOS S.A.(net of vendor allowances) 83.203

ΕΝΑ S.A. expenses arising from rental of property from «ΑLFΑ-ΒEΤΑ» VASSILOPOULOS SA. 169

«ΑLFΑ-ΒEΤΑ» VASSILOPOULOS S.A. receivables from ΕΝΑ S.A. 18.054

«ΑLFΑ-ΒEΤΑ» VASSILOPOULOS S.A. liabilities to ΕΝΑ S.A. 7

38

«ALFA-ΒETA» VASSILOPOULOS S.A. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2007 (amounts in thousand EUR) 38. Related Parties’ Transactions – Continued

b. During the period from 01.12.2007 up to 31.12.2007, between the companies of the Group “ΑLFΑ-ΒEΤΑ” VASSILOPOULOS S.Α. and DELHAIZE GROUP S.A. that owns the 61,28% of “ΑLFΑ-ΒEΤΑ” VASSILOPOULOS S.A. share capital, the following transactions have been effected:

01.01.2007-31.12.2007

01.01.2007-31.12.2007

Group Company Sales of merchandise to DELHAIZE GROUP S.A. 1.760 1.760

Purchases of merchandise from DELHAIZE GROUP S.A. 3.305 3.305

Administrative Expenses (services provided by DELHAIZE GROUP S.A.) 4.143 3.870

Other Income for services provided to DELHAIZE GROUP S.A. 509 509

Other Expenses for services provided by DELHAIZE GROUP S.A. 9 9

Receivables from DELHAIZE GROUP S.A. 1.165 1.165

Liabilities to DELHAIZE GROUP S.A. 5.091 4.830

c. The remuneration of the BoD members and Directors at 31.12.2007 and 31.12.2006 is

analyzed as follows:

31.12.2007 31.12.2006Remunerations 2.836 2.413 Bonus 431 215 Employer's Contribution 98 96 Retirement Benefit Plans 99 85 Healthcare Plan Contribution 24 15

Total 3.488 2.824 39. Capital Commitments

The Groups and the Company’s commitments for the acquisition of property, plant and equipment amount to 3.287 Euros and 3.263 Euros correspondingly.

39

«ALFA-ΒETA» VASSILOPOULOS S.A. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2007 (amounts in thousand EUR)

40. Contingent Liabilities and Gains

1. For the parent company “ΑLFΑ-ΒEΤΑ” VASSILOPOULOS S.Α., a tax audit was conducted

and concluded up to the fiscal year 2005. The only issue pending is the audit regarding the fee of the related company DΕLΗΑΙΖΕ GROUP S.A. for services provided in 2005, that has been referred to a special committee of the Ministry of Finance. Furthermore, for the fiscal years 2003, 2004 and 2005 withholding tax charges based on article 13 of the C.L. 2238/1994, amounting to 204 thousand Euros were assessed, for which the Company has taken legal actions that are estimated to succeed.

For ENA S.A., which is included in the consolidated financial statements, a tax audit was conducted and concluded up to the fiscal year 2004. Τhe outcome of the tax audit for the anaudited fiscal years cannot be estimated at this stage and thus no relevant provision has been made in the financial statements.

2. On 05.07.2005 the Hellenic Competition Commission issued its decision no 284/IV/2005

and imposed a fine of 739 Euros (stamp duty included) to the parent Company for contravention of art. 1 of L.703/1977. The Company had appealed to the appropriate courts against the aforementioned decision and on 28.04.2006 the Administrative Court of Appeals issued its decision no 1471. According to this decision, the Administrative Court of Appeals accepted partially the Company’s appeal and reduced the fine imposed amounted to 130 Euros, while it ordered the refund of the already paid state duties amounting to 100 Euros as unduly paid. In addition, the Court allocated the court fees equally to both parties. This decision has been officially served to our Company on 08.09.2006. On 14.11.2006, the Company filed a cassation before the Greek Supreme Administrative Court (Conseil d’ Etat), which is scheduled to be heard on March 26, 2008, before the 2nd Session of the Court.

3. On 19.12.2007 the Hellenic Competition Commission issued its decision no 373/V/2007

and imposed a fine of 1.088 Euros (stamp duty is not included) for contravention of art. 1 of L.703/1977. The Company will appeal to the Administrative Court of Appeals against the aforementioned decision within the legal terms.

4. By approval no. 41298/YPE/4/00267/Ν.3299/2004/16-10-2006 of the Minister and the

Deputy Minister of Finance, the Company qualified under provisions of L.3299/2004 for a subsidy of its investment plan, for the modernization of its supply chain system in Mandra, Attica. The total qualifying expenditure for the grant amounts to 11.730 Euros, of which a 30% subsidy will be received of 3.519 Euros.

40

«ALFA-ΒETA» VASSILOPOULOS S.A. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2007 (amounts in thousand EUR) 41. Note on the Cash Flow Statement The provisions, which are included in the Cash Flow Statement, are analyzed as follows: Group Company

2007 2006 2007 2006

Other provisions* 1.225 858 1.428 902

Provision for staff termination indemnity 1.646 1.666 1.543 1.594 Fine imposed by Hellenic Competition Commission - (609) - (609) Equity Settled Employee Benefits provided by the parent company 220 181 220 181

Provision for doubtful receivables 113 23 52 (10)

Total 3.204 2.119 3.243 2.058 *A reclassification between lines “other provisions” and “liabilities (excluding bank loans)” in 2006 has been made for comparability purposes.

42. Events After the Balance Sheet Date (a) On January 4, 2008, “ALFA-BETA” VASSILOPOULOS S.A. signed an agreement to acquire the 100% of the Greek retailer Plus Hellas. The acquisition consists of 33 new stores (average selling area of 795 m2) and a modern distribution centre (36.000 m2) close to Thessaloniki, capable to cater the needs of the wider geographical area. The acquisition includes the real estate ownership of 14 stores and the distribution centre. This highly complementary acquisition reinforces the competitive position of “ALFA-BETA”, particularly in Northern Greece where it had a limited presence. The acquisition price is 69.500 Euros, subject to contractual adjustments. The Plus stores will be converted to the “ALFA-BETA”banners. The acquisition of Plus Hellas is subject to customary conditions, including the approval by the Greek antitrust authorities. The transaction is expected to close in the second quarter of 2008. Goodwill and fair value of the assets cannot for the time being be estimated due to the restricted information. (b) On February 14th, 2008, ALFA BETA VASSILOPOULOS S.A. acquired the 100% of the shares of the societe anonyme «P.L.LOGISTICS CENTER – DIANOMES – APOTHIKEFSIS - LOGISTICS – S.A.» with the distinctive title «P.L.L.C. S.A.» for a total amount of 12.200 Euros. The aforementioned acquired company has full ownership of a land plot at Inofyta in Boeotia. This property is ample and integral for development, measuring to 115.000 m2, on which a new modern storage and distribution centre of fresh products will be constructed and will facilitate the supply needs of the Group. Goodwill and fair value of the assets cannot for the time being be estimated due to the restricted information.

41

BOARD OF DIRECTORS REPORT

To the Ordinary General Meeting of Shareholders of «ALFA-BETA» VASSILOPOULOS S.A.

(Reg.No. 13363/06/Β/86/17) On the Financial Statements of 31.12.2007

The present Report is written in compliance with the provisions of Cod. Law 2190/1920 and the Company’s Articles of Association. Dear Shareholders, The Company’s dedication to its values and the return on these values are evident in all Company’s activities during 2007. Our efforts and long term investment in values such as quality, assortment, service, competitive prices, strict abidance to rules of hygiene, innovative merchandising and consistent commercial policy, have yielded their fruits and are reflected in financial results. The Consolidated financial figures reported for the fiscal year are as follows: Revenues amounted to 1,174.9 million euro from 1,030.2 million euro in 2006, thus increasing by 14.0%. This increase was caused by better sales performance of existing stores, especially the remodeled ones, as well as by the contribution of newly added stores. Gross Profit increased by 18.7% from 226.3 million euro in 2006 to 268.7 million euro in 2007, a rate of increase higher than that of Revenue which proves that the Company follows an effective commercial policy and prudent inventory management. Operating Expenses reached 222.8 million euro from 197.0 million euro in 2006 thus increasing by 13.1%. This increase of operating expenses at a rate lower than that of sales, and Gross Profit, reflects the Company’s efforts to control expenses and strengthen its competitiveness. The increase of sales and gross profit as well as the control of expenses reported above, have caused the figure for Profit before Tax, Financial, Investing Activities, Depreciation and Amortization (EBITDA) to increase by 37.5%, reaching 71.8 million euro compared with 52.2 million euro in 2006. Likewise, Profit before Tax, Financial and Investing Activities, (Operating Profit) increased by 56.8% and amounted at 51.5 million euro compared with 32.8 million euro in 2006. Profit before Tax reached an amount of 50.0 million euro from 30.4 million euro in 2006, an increase by 64.4%. Finally, Net Profit reached 37.0 million euro from 20.0 million euro in 2006. Correspondingly, the financial figures of the Company are as follows: Revenues amounted to 1,141.2 million euro from 1,000.9 million euro in 2006, thus increasing by 14.0%. Gross Profit increased by 19.0% from 213.6 million euro in 2006 to 254.1 million euro in 2007, a rate of increase higher than that of Revenue.

42

Operating Expenses reached 211.2 million euro from 186.5 million euro in 2006 thus increasing by 13.3%. Profit before Tax, Financial, Investing Activities, Depreciation and Amortization (EBITDA) increased by 37.6%, reaching 67.2 million euro compared with 48.8 million euro in 2006. Profit before Tax, Financial and Investing Activities (Operating Profit), increased by 57.8% and amounted at 48.1 million euro compared with 30.5 million euro in 2006. Profit before Tax reached an amount of 45.9 million euro from 27.6 million euro in 2006, an increase by 66.2%. Finally, Net Profit reached 34.0 million euro from 18.4 million euro in 2006. Considering the above developments as well as the always-increasing needs of our investment plan, the Board of Directors has decided to propose a dividend payment of 0.89 EUR per share. The share price, reached 37.98 EUR on 31.12.2007 from 15.50 EUR on 31.12.2006 showing an increase by 145.0%. Briefly, both Group’s and Company’s financial Results for the years 2007 and 2006, as indicated through profitability and activity ratios are stated below: Profitability Ratios (% on Revenues) Group Company

2007 2006 2007 2006 Gross Profit Margin 22.9% 22.0% 22.3% 21.3%

EBITDA Margin 6.1% 5.1% 5.9% 4.9%

Operating Profit Margin 4.4% 3.2% 4.2% 3.0%

Profit before Taxes Margin 4.3% 3.0% 4.0% 2.8%

Profit after Taxes Margin 3.1% 1.9% 3.0% 1.8%Activity ratios (days) 2007 2006 2007 2006 Average days of stock 33.8 34.3 35.8 36.2Average Payment Period of Suppliers 88.1 92.5 96.9 101.8Average Collection Period of Trade Receivables 10.3 9.8 15.2 14.5 In 2007, Group’s capital expenditures amounted to 36,693 thousand Euros while Company’s reached 35,747 thousand Euros and were disposed for the expansion and enhancement of its sales’ network. Investments were funded by Company’s Operating Cash flow. During the year the Company raised periodically short-term loans for covering temporary needs such as to cover partially its working capital or its investments. Τhe balance of short-term borrowings at 31.12.2007 reaches 3,500 thousand Euros. Existing long-term bond loan was contracted in prior year. The Company is a food retailer thus it sells goods in cash and pays its liabilities to suppliers on credit. This fact secures the Company from possible liquidity and Cash flow risks. As regards its organic expansion. “ALFA-BETA” continued its development activity with the opening of eleven new sales outlets of which five were supermarkets and six affiliate

43

operations. In parallel, four existing stores were remodeled and upgraded. At the end of the year the retail network of stores bearing the “ALFA-BETA” banner in Attica and the Provinces comprised 149 stores, of which 113 company-operated and 36 operated by franchisees. Together with the 10 Cash-and-Carry sales points, the group sales network counted 159 stores on total, at the end of 2007. On 04.01.2008, “ALFA-BETA” VASSILOPOULOS announced that it has entered into an agreement to acquire the Greek retailer Plus Hellas. The acquisition consists of 33 new stores (average selling area of 795 m2) and a modern distribution centre (36,000 m2) close to in Thessaloniki, capable to cater the needs of the wider geographical area. The acquisition includes the real estate ownership of 14 stores and the distribution centre. This highly complementary acquisition reinforces the competitive position of “ALFA-BETA”, particularly in Northern Greece where it had a limited presence. Moreover, on 14.02.2008, “ALFA-BETA” VASSILOPOULOS acquired the 100% of the shares of the societe anonyme «P.L.LOGISTICS CENTER – DIANOMES – APOTHIKEFSIS - LOGISTICS – S.A.». The aforementioned acquired company has full ownership of a land plot at Inofyta in Boeotia, measuring to 115,000 m2, on which a new modern storage and distribution centre of fresh products will be constructed and will facilitate the supply needs of the Group. Corporate Social Responsibility was and remains Company’s fundamental value. Protection of the Environment is an important manner of expressing the “ALFA-BETA” social role. The Company increased to 33 the number of stores where Recycling Centres are installed while in parallel it launched a campaign supporting recycling. The Donations’ Committee continued its social work in 2007 and managed the donations fund, donating sums to medical, social, educational organisations and mainly for the support for the summer fires afflicted areas. PERSPECTIVE 2008 For the current year, “ALFA-BETA” VASSILOPOULOS S.A. plans to accelerate its expansion by adding 16 new stores to its network including the stores of franchise network. Moreover, the Plus stores will be remodelled and converted to the Alfa-Beta banners. In the commercial sector, priority will be given both to the price policy aiming to strengthen company’s competitiveness as well as to the enrichment of product assortment with new product categories emphasizing on exclusive and locally sourced products, on the development of private label products’ and organic ones. BASIC ACCOUNTING PRINCIPLES The financial statements have been complied in accordance with the International Financial Reporting Standards (IFRS). Analytical information for the Basic Accounting Principles followed, are stated in the Notes to the Accounts of 31.12.2007. APPROPRIATION OF NET PROFIT Following the above mentioned, the Board of Directors of the Company intends to propose to the General Meeting the distribution of a dividend of 0.89 EUR per share. The Condensed Financial Figures and Information for the period from 01.01.2007 until 31.12.2007 as well as the Explanatory Report according to article 11Α of the Law 3371/2005 are as follows:

44

Company Information Registered Office: 81, Spaton Avenue, 153 44 Gerakas, Attica Athens Register of Commerce: 13363/06/Β/86/17

Competent Prefecture:

Ministry of Development, Department of Commerce, Division of Societes Anonymes and Trust

Board of Directors: Moissis Raphael Pierre-Olivier Beckers Macheras Konstantinos Michael Waller Renaud Cogels Boyce Craig Owens Michel Eeckhout Baudouin Van der Straten Waillet Kyriakidis Konstantinos Kolintzas Trifon Filaktopoulos Alexandros

Date of approval of the annual financial statements (from which arose the condensed financial figures): February 29, 2008 Auditor: Michael Hadjipavlou

Auditing company: Deloitte. Type of audit report: Unqualified opinion with an emphasis of matter Internet address www.ab.gr

45

http://www.ab.gr/

1.1 Balance Sheet

Amounts in thousands EUR

Group Company

31.12.2007 31.12.2006 31.12.2007 31.12.2006

ASSETS

Non - current Assets 281.919 264.085 278.681 260.935

Inventories 80.730 72.755 75.636 67.732

Trade Receivables 33.080 27.731 47.356 39.886

Other Assets 36.289 53.966 20.296 43.976

TOTAL ASSETS 432.018 418.537 421.969 412.529

EQUITY & LIABILITIES

Long-term borrowings 62.192 59.201 60.849 58.235

Short-term borrowings 3.500 28.929 3.500 28.929

Other short-term liabilities 253.063 249.379 245.010 241.915

Total Liabilities (a) 318.755 337.509 309.359 329.079 Share Capital 19.099 19.099 19.099 19.099

Other Net Equity 94.162 61.928 93.511 64.351

Equity attributable to the equity holders of the parent (b) 113.261 81.027 112.610 83.450

Minority Interest (c) 2 1 - -

Total Equity (d)=(b)+(c) 113.263 81.028 112.610 83.450

TOTAL EQUITY & LIABILITIES (e)=(a)+(d) 432.018 418.537 421.969 412.529

1.2 Income Statement


Group Company

01.01-

31.12.2007 01.01-

31.12.2006 01.01-

31.12.2007 01.01-

31.12.2006

Revenues 1.174.883 1.030.249 1.141.204 1.000.880

Gross Profit / (Loss) 268.711 226.303 254.080 213.587Profit / (Loss) before tax, financial, investing activities, depreciation and amortization 71.781 52.206 67.209 48.837

Profit / (Loss) before tax, financial and investing activities 51.504 32.840 48.058 30.456

Profit / (Loss) before tax 50.004 30.424 45.910 27.617 Less Tax 13.023 10.405 11.923 9.218

Net profit / (Loss) 36.981 20.019 33.987 18.399

Attributable to:


Minority Interest 1 1 - -

Earnings per share after tax (in Euro) 2,90 1,57 2,67

1,44

Proposed dividend per share (in Euro) 0,89 0,49 0,89 0,49

1.3 Statement of Changes in Equity

46


Group Company

31.12.2007 31.12.2006 31.12.2007 31.12.2006

Equity at the beginning of the year 81.028 65.510 83.450 69.515

Profit / (Loss) after tax 36.981 20.019 33.987 18.399

118.009 85.529 117.437 87.914

Payments of dividends (6.239) (3.947) (6.239) (3.947)

Net income/(expense) recognized directly in Equity 1.493 (554) 1.412 (517)

Equity at the end of the year 113.263 81.028 112.610 83.450

1.4 Cash Flow Statement (Indirect method) Amounts in thousands EUR Group Company

01.01.2007 -31.12.2007

01.01.2006-31.12.2006

01.01.2007 -31.12.2007

01.01.2006-31.12.2006



Adjustments for: Depreciation and amortization 20.277 19.366 19.151 18.381 Provisions 3.204 2.119 3.243 2.058 Foreign exchange differences - (169) - (169)



Results (revenues, expenses, gains and losses) from investing activity (1.189) (782) (532) (359)

Finance costs 2.689 3.367 2.680 3.367





Income tax paid (10.017) (15.891) (8.636) (15.924)










15.832


Cash and cash equivalents end of the year 34.323 52.490 18.393 42.560 Additional Information

47

(Amounts in thousands EUR)

1. The consolidated financial statements include the financial statements of the parent company “ALFA-BETA” VASSILOPOULOS S.A. and its subsidiary ENA S.A. The companies included in the Consolidated Financial Statements, their addresses as well as the participation of the parent company in their share capital, are shown in the table below:

Company name Registered Office % of participation of the parent company in the share capital of its subsidiary

“ΑLFA-ΒETA” VASSILOPOULOS S.Α. (parent company) Greece, Gerakas Attica -----

ΕΝΑ S.Α. (subsidiary) Greece, Gerakas Attica 99,96%

2. The consolidated financial statements are prepared with the method of full consolidation. The same method has been applied for the preparation of the financial statements of 31.12.2006.

3. For the parent company “ΑLFΑ-ΒEΤΑ” VASSILOPOULOS S.Α., a tax audit was conducted and concluded up to the fiscal year 2005. The only issue pending is the audit regarding the fee of the related company DΕLΗΑΙΖΕ GROUP S.A. for services provided in 2005 that has been referred to a special committee of the Ministry of Finance. Furthermore, for the fiscal years 2003, 2004 and 2005 withholding tax charges based on article 13 of the C.L. 2238/1994, amounting to 204 Euros were assessed, for which the Company has taken legal actions that are estimated to succeed. For ENA S.A., which is included in the consolidated financial statements, a tax audit was conducted and concluded up to the fiscal year 2004. Τhe outcome of the tax audit for the anaudited fiscal years cannot be estimated at this stage and thus no relevant provision has been made in the financial statements.

4. The company DELHAIZE GROUP S.A., with its head-office in Brussels, Belgium owns 61,28% of “ΑLFΑ-ΒEΤΑ” VASSILOPOULOS S.Α. share capital and prepares consolidated financial statements in which the financial statements of the Group are included. These consolidated financial statements, which are prepared with the method of full consolidation, are available at the headquarters of the Belgian company.

5. There is no encumbrance either on Group’s or Company’s property.

6. Group cases under court or arbitration procedures:

6.1 On 05.07.2005 the Hellenic Competition Commission issued its decision no 284/IV/2005 and imposed a fine of 739 Euros (stamp duty included) to the parent Company for contravention of art. 1 of L.703/1977. The Company had appealed to the appropriate courts against the aforementioned decision and on 28.04.2006 the Administrative Court of Appeals issued its decision no 1471. According to this decision, the Administrative Court of Appeals accepted partially the Company’s appeal and reduced the fine imposed amounted to 130 Euros, while it ordered the refund of the already paid state duties amounting to 100 Euros as unduly paid. In addition, the Court allocated the court fees equally to both parties. This decision has been officially served to our Company on 08.09.2006. On 14.11.2006, the Company filed a cassation before the Greek Supreme Administrative Court (Conseil d’ Etat), which is scheduled to be heard on March 26, 2008, before the 2nd Session of the Court.

6.2 On 19.12.2007 the Hellenic Competition Commission issued its decision no 373/V/2007 and imposed a fine of 1.088 Euros (stamp duty is not included) for contravention of art. 1 of L.703/1977. The Company will appeal to the Administrative Court of Appeals against the aforementioned decision within the legal terms.

48

7. The number of people employed by the Group and the Company at the end of the current and the previous year was the following:

Group Company December 31, 2007 7.545 7.246 December 31, 2006 7.209 6.913

8. Amounts of sales and purchases cumulatively from the beginning of the fiscal year as well as the balances of receivables and payables of the Company at the end of the year resulting from related parties transactions under IAS 24 are as follows:

Group Company a) Sales of goods 1.760 84.963 b) Purchase of goods and services 7.448 7.175 c) Other income from services and leases 509 678 d) Other expenses for services 9 9 e) Receivables from related parties 1.165 19.219 f) Payables to related parties 5.091 4.837 g) Remuneration of BoD members and executives 3.488 3.488

9. For comparison purposes, there has been a reclassification of 2006 figures in lines “Provisions” and “(Decrease)/increase of liabilities (excluding bank loans)” of the Cash Flow statement (1.4) 10. Events after the Balance Sheet Date

(a) On January 4, 2008, “ALFA-BETA” VASSILOPOULOS S.A. signed an agreement to acquire the 100% of the Greek retailer Plus Hellas. The acquisition consists of 33 new stores and a modern distribution centre. The acquisition price is 69.500 Euros, subject to contractual adjustments. The acquisition of Plus Hellas is subject to customary conditions, including the approval by the Greek antitrust authorities. The transaction is expected to close in the second quarter of 2008. Goodwill and fair value of the assets cannot for the time being be estimated due to the restricted information. (b) On February 14th, 2008, ALFA BETA VASSILOPOULOS S.A. acquired the 100% of the shares of the societe anonyme «P.L.LOGISTICS CENTER – DIANOMES – APOTHIKEFSIS - LOGISTICS – S.A.» with the distinctive title «P.L.L.C. S.A.» for a total amount of 12.200 Euros. Goodwill and fair value of the assets cannot for the time being be estimated due to the restricted information.

49

Following the above, Ladies and Gentlemen Shareholders, we ask you to approve the Financial Statements at 31.12.2007 and to release the members of the Board of Directors and the Auditors of any liability for the fiscal year 2007 according to the Law and the Statutes of the Company. Gerakas, February 29, 2008 For the Board of Directors. Raphael Moissis Chairman of the Board of Directors

50

EXPLANATORY REPORT

To the Ordinary General Meeting of Shareholders of «ALFA-BETA» VASSILOPOULOS S.A.

Under Article 11Α LAW 3371/2005

This explanatory report of the Board of Directors to the Shareholders General Meeting contains detailed information regarding the issues under article 11a Law 3371/2005.

1. The Company’s share capital structure The share capital of the Company amounts to Euro nineteen million ninety nine thousand and eighty (19,099,080.00), divided into twelve million seven hundred and thirty two thousand and seven hundred and twenty (12,732,720) ordinary shares with voting right and a par value of one Euro and fifty cents (1.50) each. The Company’s shares are traded on the Athens Stock Exchange market. The rights of the Company’s shareholders with respect to their shares are proportional to the share capital stake to which the paid-in share value corresponds. Each share carries the rights stipulated by law and the Company’s Articles of Associations. More specifically:

• The right to dividends from the annual profits or liquidation profits of the Company. • The right to reclaim the amount of one’s contribution during the liquidation or.

Similarly, the writing off of the capital representing the share, provided that this is resolved upon by the General Meeting.

• The right of pre-emption at every share capital increases via cash payment or the issuance of new shares.

• The right to receive a copy of the financial statements and reports of the auditors and of the Board of Directors of the Company.

• The right to participate and vote in the General Meeting. 2. Restrictions on the assignment of the Company 's shares The Company’s shares may be assigned as stipulated by Law and there are no further restrictions on their assignment set out in the Articles of Association, given that they are immaterial shares listed on the Athens Stock Exchange. 3. Major direct and indirect stake-holding in the meaning of PD 51/1992 At 31.12.2007, the shareholders (natural or legal persons) that owned a stake higher than 5% of the total number of shares are as follows: Shareholders Number of Shares OwnershipDelhaize The Lion Nederland BV 7,803,033 61.28%

Clearstream Banking 639,119 5.02% 4. Shares with special control rights There are no Company shares delivering special control rights to their holders. 5. Restrictions on voting rights

51

The Company’s Articles of Association stipulate no restrictions on the voting rights emanating from the shares thereof. 6. Agreements among shareholders of the Company The Company is not aware of any agreements among its shareholders, which would result in restrictions on the assignment of its shares or exercise of the voting rights stemming from such shares. 7. Regulations on the appointment and replacement of Board members and amendments

to the Articles of Association The regulations stipulated in the Company's Articles of Association regarding the appointment and replacement of Board members and amendments thereto, are conformant to the provisions of Cod.Law. 2190/1920. 8. Authority of the Board to issue new shares or acquire treasury shares A) According to the provisions under article 13, par. 1, indent b) of Cod. Law 2190/1920, the Company’s Board of Directors has the power to, following a relevant decision of the General Meeting subject to the disclosure formalities under article 7b of Cod. Law 2190/1920, increase the Company’s share capital through the issue of new shares, by resolution thereof made by majority of at least two-thirds (2/3) of its members. In such case, the share capital may be increased by no more than the share capital amount paid-up on the date when the Board of Directors was granted such power by the General Meeting. This power of the Board of Directors may be renewed by the General Meeting for a period that may not exceed five years per instance of renewal. B) According to the provisions under article 16, par. 5 to 13, of the Cod. Law 2190/1920, companies listed on the Athens Stock Exchange may, by decision of the General Meeting of their shareholders, acquire treasury shares not exceeding 10% of total shares through the Athens Stock Exchange, for the purpose of supporting their stock exchange price and according to the terms and conditions set out under the aforementioned paragraphs of article 16 of Cod. Law 2190/1920. 9. Major agreement put in force, amended or terminated in the event of change in the

control following a public offer. There are no agreements, which enter into force, are amended or terminated in the event of change in the control of the Company following a public offer. 10. Agreements with Board members of staff of the Company There are no agreements between the Company and its Board members or staff providing for the payment of any compensation specifically in the event of resignation or dismissal without cause, or termination of their mandate or employment as a result of a public offer. For the Board of Directors, Raphael Moissis Chairman of the Board of Directors

TRANSLATION INDEPENDENT AUDITOR’S REPORT

52

To the Shareholders of «ALFA-BETA» VASSILOPOULOS A.E Report on the Financial Statements We have audited the accompanying Company only and consolidated financial statements of «ALFA-BETA» VASSILOPOULOS A.E., which comprise the Company only and consolidated balance sheet as at December 31, 2007, and the income statement, statement of recognized income and expense and cash flow statement for the year then ended, and a summary of significant accounting policies and other explanatory notes. Management’s Responsibility for the Financial Statements The Management of the Company is responsible for the preparation and fair presentation of these financial statements in accordance with International Financial Reporting Standards as these were adopted by the European Union. This responsibility includes: designing, implementing and maintaining internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error. This responsibility also includes selecting and implementing appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances. Auditor’s Responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with Greek Auditing Standards which are harmonised with International Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

53

Opinion In our opinion, the accompanying Company only and consolidated financial statements present fairly, in all material respects, the financial position of the Company and the Group as of December 31, 2007, and of its financial performance and its cash flows for the year then ended in accordance with International Financial Reporting Standards as these were adopted by the European Union. Without qualifying our report, we draw your attention to note 40.1 to the financial statements which refers to the tax position of the Company and the Group and especially the unaudited fiscal years. The liability, if any, that may result from such audits can not be estimated with reasonable accuracy, and hence no provision has been made. Report on Other Legal Regulatory Requirements The Directors Report includes the information stipulated by the articles 43a paragraph 3 and 107 paragraph 3 and 16 paragraph 9 of Law 2190/1920 and the Explanatory Report includes the information stipulated by article 11a of Law 3371/2005 and their content are consistent with the accompanying financial statements.

Athens, March 3, 2008

The Certified Public Accountant

Michael Hadjipavlou Reg. No (ICPA (GR)): 12511

Deloitte. Hadjipavlou Sofianos & Cambanis S.A.

250 – 254 Kifissias Avenue 152 31 Chalandri

Reg. No. SOEL: E 120

54

Condensed Financial Figures and Information for the period from 1 January 2007 until 31 December

2007

«ΑLFA-ΒEΤΑ» VASSILOPOULOS S.A. Athens Register of Commerce 13363/06/Β/86/17

81, Spaton Ave., – 15344 Gerakas, Attica, Greece

Condensed Financial Figures and Information for the period from 01.01.2007 until 31.12.2007

Contents

General Information about the Company.................................................. 3

1.1 Balance Sheet ...................................................................................... 4

1.2 Income Statement ............................................................................... 5

1.3 Statement of Changes in Equity .......................................................... 6

1.4 Cash Flow Statement (Indirect method) .................................................. 7

Additional Information .............................................................................. 8


3

General Information about the Company

"ALFA-BETA" VASSILOPOULOS S.A.

Condensed annual financial statements and information for the period

from 1 January 2007 until 31 December 2007 (published according to C.L. 2190, art. 135 for companies which prepare their

standalone and consolidated annual financial statements under IFRS)

The purpose of the following is to give a general information about the financial position and results of "ALFA-BETA" VASSILOPOULOS S.A. We therefore recommend that whoever wishes to obtain a global view of the financial position and results of the company should refer to the annual financial statements under the International Financial Reporting Standards as well as the Auditors' Report thereon. The above-mentioned statements are available in the Company’s web site.




Board of Directors: Moissis Raphael Pierre-Olivier Beckers Macheras Konstantinos Michael Waller Renaud Cogels Boyce Craig Owens Michel Eeckhout Baudouin Van der Straten Waillet Kyriakidis Konstantinos Kolintzas Trifon Filaktopoulos Alexandros

Date of approval of the annual financial statements (from which arose the condensed financial figures): February 29, 2008 Auditor: Michael Hadjipavlou


http://www.ab.gr/


4

1.1 Balance Sheet Amounts in thousands EUR Group Company 31.12.2007 31.12.2006 31.12.2007 31.12.2006 ASSETS Non - current Assets 281.919 264.085 278.681 260.935

Inventories 80.730 72.755 75.636 67.732


Other Assets 36.289 53.966 20.296 43.976

TOTAL ASSETS 432.018 418.537 421.969 412.529 EQUITY & LIABILITIES Long-term borrowings 62.192 59.201 60.849 58.235

Short-term borrowings 3.500 28.929 3.500 28.929



Other Net Equity 94.162 61.928 93.511 64.351


Minority Interest (c) 2 1 - -

Total Equity (d)=(b)+(c) 113.263 81.028 112.610 83.450



5



Group Company

01.01-

31.12.2007 01.01-

31.12.2006 01.01- 01.01-

31.12.2007 31.12.2006

Revenues 1.174.883 1.030.249 1.141.204 1.000.880

Gross Profit / (Loss) 268.711 226.303 254.080 213.587Profit / (Loss) before tax, financial, investing activities, depreciation and amortization 71.781 52.206 67.209 48.837Profit / (Loss) before tax, financial and investing activities 51.504 32.840 48.058 30.456Profit / (Loss) before tax 50.004 30.424 45.910 27.617 Less Tax 13.023 11.92310.405 9.218

Net profit / (Loss) 36.981 20.019 33.987 18.399Attributable to:


Minority Interest 1 1 - - Earnings per share after tax (in Euro) 2,90 1,57 2,67 1,44 Proposed dividend per share (in Euro) 0,89 0,49 0,89 0,49


6

1.3 Statement of Changes in Equity Amounts in thousands EUR Group Company

31.12.2007 31.12.2006 31.12.2007 31.12.2006

Equity at the beginning of the year 81.028 65.510 83.450 69.515 Profit / (Loss) after tax 36.981 20.019 33.987 18.399 118.009 85.529 117.437 87.914 Payments of dividends (6.239) (3.947) (6.239) (3.947)Net income/(expense) recognized directly in Equity 1.493 (554) 1.412 (517)Equity at the end of the year 113.263 81.028 112.610 83.450


7

1.4 Cash Flow Statement (Indirect method)

Amounts in thousands EUR Group Company

01.01.2007 -31.12.2007

01.01.2006-31.12.2006

01.01.2007 -31.12.2007

01.01.2006-31.12.2006



Adjustments for: Depreciation and amortization 20.277 19.366 19.151 18.381 Provisions 3.204 2.119 3.243 2.058 Foreign exchange differences - (169) - (169)



Results (revenues, expenses, gains and losses) from investing activity (1.189) (782) (532) (359)

Finance costs 2.689 3.367 2.680 3.367





Income tax paid (10.017) (15.891) (8.636) (15.924)










15.832


Cash and cash equivalents end of the year 34.323 52.490 18.393 42.560


8

Additional Information (Amounts in thousands EUR)





ΕΝΑ S.Α. (subsidiary) Greece, Gerakas Attica 99,96%


3. For the parent company “ΑLFΑ-ΒEΤΑ” VASSILOPOULOS S.Α., a tax audit was conducted and concluded up to the fiscal year 2005. The only issue pending is the audit regarding the fee of the related company DΕLΗΑΙΖΕ GROUP S.A. for services provided in 2005 that has been referred to a special committee of the Ministry of Finance. Furthermore, for the fiscal years 2003, 2004 and 2005 withholding tax charges based on article 13 of the C.L. 2238/1994, amounting to 204 Euros were assessed, for which the Company has taken legal actions that are estimated to succeed. For ENA S.A., which is included in the consolidated financial statements, the only unaudited fiscal years are 2005 and 2006, for which the outcome of the tax audit cannot be estimated at this stage and thus no relevant provision has been made in the financial statements.

4. The company DELHAIZE GROUP S.A., with its head-office in Brussels, Belgium owns 61,28% of “ΑLFΑ-ΒEΤΑ” VASSILOPOULOS S.Α. share capital and prepares consolidated financial statements in which the financial statements of the Group are included. These consolidated financial statements, which are prepared with the method of full consolidation, are available at the headquarters of the Belgian company.



6.1 On 05.07.2005 the Hellenic Competition Commission issued its decision no 284/IV/2005 and imposed a fine of 739 Euros (stamp duty included) to the parent Company for contravention of art. 1 of L.703/1977. The Company had appealed to the appropriate courts against the aforementioned decision and on 28.04.2006 the Administrative Court of Appeals issued its decision no 1471. According to this decision, the Administrative Court of Appeals accepted partially the Company’s appeal and reduced the fine imposed amounted to 130 Euros, while it ordered the refund of the already paid state duties amounting to 100 Euros as unduly paid. In addition, the Court allocated the court fees equally to both parties. This decision has been officially served to our Company on 08.09.2006. On 14.11.2006, the Company filed a cassation before the Greek Supreme


9

Administrative Court (Conseil d’ Etat), which is scheduled to be heard on March 26, 2008, before the 2nd Session of the Court. 6.2 On 19.12.2007 the Hellenic Competition Commission issued its decision no 373/V/2007 and imposed a fine of 1.088 Euros (stamp duty is not included) for contravention of art. 1 of L.703/1977. The Company will appeal to the Administrative Court of Appeals against the aforementioned decision within the legal terms. 7. The number of people employed by the Group and the Company at the end of the current and the previous year was the following:

Group Company December 31, 2007 7.545 7.246 December 31, 2006 7.209 6.913


Group Company a) Sales of goods 1.760 84.963 b) Purchase of goods and services 7.448 7.175 c) Other income from services and leases 509 678 d) Other expenses for services 9 9 e) Receivables from related parties 1.165 19.219 f) Payables to related parties 5.091 4.837 g) Remuneration of BoD members and executives 3.488 3.488

9. Events after the Balance Sheet Date

(a) On January 4, 2008, “ALFA-BETA” VASSILOPOULOS S.A. signed an agreement to acquire the 100% of the Greek retailer Plus Hellas. The acquisition consists of 33 new stores and a modern distribution centre. The acquisition price is 69.500 Euros, subject to contractual adjustments. The acquisition of Plus Hellas is subject to customary conditions, including the approval by the Greek antitrust authorities. The transaction is expected to close in the second quarter of 2008. Goodwill and fair value of the assets cannot for the time being be estimated due to the restricted information. (b) On February 14th, 2008, ALFA BETA VASSILOPOULOS S.A. acquired the 100% of the shares of the societe anonyme «P.L.LOGISTICS CENTER – DIANOMES – APOTHIKEFSIS - LOGISTICS – S.A.» with the distinctive title «P.L.L.C. S.A.» for a total amount of 12.200 Euros. Goodwill and fair value of the assets cannot for the time being be estimated due to the restricted information.

Gerakas, February 29, 2008

The Chairman of the Board of Directors The Managing Director and Member of the Board of Directors

Raphael Α. Moissis Konstantinos D. Macheras Identity Card no A 050084 Identity Card no Θ 724826

The Financial Director The Accounting Manager Maria V. Kuhkalani Aspasia G. Meletopoulou

Identity Card no AB 348843 Identity Card no Σ 112901 License no 30034-Α' Class License no 001242-Α' Class

Condensed Financial Figures and Information as at December 31, 2006, published under I.F.R.S.


81, Spaton Ave., – 15344 Gerakas, Attica, Greece

Condensed Financial Figures and Information as at December 31, 2006 published under I.F.R.S.

Contents


1.1 Balance Sheet ...................................................................................... 4

1.2 Income Statement ............................................................................... 5

1.3 Statement of Changes in Equity .......................................................... 6

1.4 Cash Flow Statement ........................................................................... 7


Condensed Financial Figures and Information as at December 31, 2006 Published under I.F.R.S.

3



Condensed annual financial statements and information for the period

from 1 January 2006 until 31 December 2006 (published according to C.L. 2190, art. 135 for companies which prepare their

standalone and consolidated annual financial statements under IFRS)

The purpose of the following is to give a general information about the financial position and results of "ALFA-BETA" VASSILOPOULOS S.A. We therefore recommend that whoever wishes to obtain a global view of the financial position and results of the company should refer to the annual financial statements under the International Financial Reporting Standards as well as the Auditors' Report thereon. The above-mentioned statements are available in the Company’s web site.




Board of Directors: Moissis Raphael Pierre-Olivier Beckers Anagnostopoulos George Macheras Konstantinos Michael Waller Renaud Cogels Boyce Craig Owens Michel Eeckhout Baudouin Van der Straten Waillet Kolintzas Trifon Filaktopoulos Alexandros

Date of approval of the annual financial statements (from which arose the condensed financial figures): March 7, 2007 Auditor: Nikolaos Sofianos


http://www.ab.gr/


4

1.1 Balance Sheet Amounts in thousands EUR Group Company 31-Dec-06 31-Dec-05 31-Dec-06 31-Dec-05 ASSETS Fixed Assets 264.085 245.947 260.935 242.709

Inventories 72.755 73.937 67.732 69.073


Other Assets 53.966 32.425 43.976 28.637

TOTAL ASSETS 418.537 370.463 412.529 368.065 EQUITY & LIABILITIES Long-term borrowings 59.201 100.701 58.235 99.813

Short-term borrowings 28.929 - 28.929 -



Other Net Equity 61.928 46.410 64.351 50.416


Minority Interests (c) 1 1 - -

Total Equity (d)=(b)+(c) 81.028 65.510 83.450 69.515



5



Group Company

01.01- 31.12.2006

01.01-31.12.2005

01.01-31.12.2006

01.01-31.12.2005

Revenue 1.030.249 908.001 1.000.880 880.342

Gross Profit / (Loss) 226.303 197.674 213.587 186.708 Profit / (Loss) before tax, financial, investing activities, depreciation and amortization 52.206 41.098 48.837 38.912

Profit / (Loss) before tax, financial and investing activities 32.840 24.151 30.456 22.830

Profit / (Loss) before tax 30.424 22.125 27.617 20.452

Less Tax 10.405 9.830 9.218 8.755

Profit / (Loss) after tax 20.019 12.295 18.399 11.697

Attributable to:


Minority Rights 1 1 - -

Earnings per share after tax - basic (in Euro) 1,57 0,97 1,44 0,92

Proposed dividend per share (in Euro) 0,49 - 0,49 -


6

1.3 Statement of Changes in Equity Amounts in thousands EUR Group Company

31-Dec-06 31-Dec-05 31-Dec-06 31-Dec-05

Equity at the beginning of the year 65.510 54.530 69.515 59.008 Profit / (Loss) after tax 20.019 12.295 18.399 11.697 85.529 66.825 87.914 70.705 Payments of dividends (3.947) - (3.947) -Net income/(expense) recognized directly in Equity (554) (1.315) (517) (1.190)Equity at the end of the year 81.028 65.510 83.450 69.515


7

1.4 Cash Flow Statement Group Company Amounts in thousands EUR

01.01.2006 -31.12.2006

01.01.2005-31.12.2005

01.01.2006 -31.12.2006

01.01.2005-31.12.2005

Operating activities Profit before tax 30.424 22.125 27.617 20.452

Adjustments for: Depreciation and amortization 19.366 16.947 18.381 16.082

Provisions 767 3.279 706 3.256


Foreign exchange differences (169) (331) (169) (331)Results (revenues, expenses, gains and losses) from investing activities (685) (271) (266) 76

Interest & other financial expenses 3.367 2.947 3.367 2.947Plus / (minus) adjustments for changes in working capital: Decrease / (increase) of inventories 1.182 8.833 1.341 7.999

Decrease / (increase) of receivables (10.190) (3.632) (12.800) (2.272)(Decrease) / increase of liabilities (excluding bank loans) 36.642 (8.797) 35.536 (8.867)


Income tax paid (15.891) (12.048) (15.924) (8.255)Net cash provided by (used in) operating activities (a) 62.687 27.605 55.663 29.640

Investing activities Purchase of tangible and intangible fixed assets (37.484) (35.654) (36.326) (35.173)Proceeds on disposal of tangible and intangible fixed assets 73 109 67 103

Interest received 782 590 359 238 Net cash provided by (used in) investing activities (b) (36.629) (34.955) (35.900) (34.832)

Financing activities Proceeds of borrowings - 40.000 - 40.000

Repayment of borrowings - (15.400) - (15.400)

Dividends paid (3.931) - (3.931) - Net cash provided by (used in) financing activities ( c ) (3.931) 24.600 (3.931) 24.600

Net increase / (decrease) in cash and cash equivalents of the financial year (a)+(b)+(c) 22.127 17.250 15.832 19.408

Cash and cash equivalents beginning of the financial year 30.363 13.113 26.728 7.320 Cash and cash equivalents at end of the financial year 52.490 30.363 42.560 26.728


8

Additional Information (Amounts in thousands EUR)





ΕΝΑ S.Α. (subsidiary) Greece, Gerakas Attica 99.96%


3. For the parent company “ΑLFΑ-ΒEΤΑ” VASSILOPOULOS S.Α., a tax audit was conducted and concluded up to the fiscal year 2005. The only issue pending is the audit regarding the fee of the related company DΕLΗΑΙΖΕ GROUP S.A. for services provided in 2005 that has been referred to a special committee of the Ministry of Finance. Furthermore, for the fiscal years 2003, 2004 and 2005 withholding tax charges based on article 13 of the C.L. 2238/1994, amounting to 202 thousand Euros were assessed, for which the Company has taken legal actions that are estimated to succeed. For ENA S.A., which is included in the consolidated financial statements, the only unaudited fiscal year is 2005, for which the outcome of the tax audit cannot be estimated at this stage and thus no relevant provision has been made in the financial statements.

4. The company DELHAIZE GROUP S.A., with its head-office in Brussels, Belgium owns 61.28% of “ΑLFΑ-ΒEΤΑ” VASSILOPOULOS S.Α. share capital and prepares consolidated financial statements in which the financial statements of the Group are included. These consolidated financial statements, which are prepared with the method of full consolidation, are available at the headquarters of the Belgian company.



6.1 On 05.07.2005 the Hellenic Competition Commission issued its decision no 284/IV/2005 and imposed a fine of 739 Euros (stamp duty included) to the parent Company for contravention of art. 1 of L.703/1977. The Company had appealed to the appropriate courts against the aforementioned decision and on 28.04.2006 the Administrative Court of Appeals issued its decision no 1471. According to this decision, the Administrative Court of Appeals accepted partially the Company’s appeal and reduced the fine imposed amounted to 130 Euros, while it ordered the refund of the already paid state duties amounting to 100 Euros as unduly paid. In addition, the Court allocated the court fees equally to both parties. This decision has been officially served to our Company on 08.09.2006. On 14.11.2006, the Company filed a cassation before the Greek Supreme Administrative Court (Conseil d’ Etat), which is scheduled to be heard on March 26, 2008,


9

before the 2nd Session of the Court. Consequently, the Company has not reversed the relevant provision made in its published financial statements. 6.2 The Hellenic Anti-Trust Commission after having investigated the companies that produce and trade dairy products, on 15.12.2006 issued a statement accusing “ΑLFΑ-ΒEΤΑ” VASSILOPOULOS S.Α of: a. Resale price fixing clauses in its agreements concluded with two suppliers of dairy products, and b. Failure to notify to the Hellenic Anti-Trust Commission of these agreements between “ΑLFΑ-ΒEΤΑ” VASSILOPOULOS S.Α. and these suppliers.

For each of the above accusations the Hellenic Anti-Trust Commission in its statement proposes the imposition of a fine to “ΑLFΑ-ΒEΤΑ” VASSILOPOULOS S.Α., but does not determine the amount of the fine for any of the categories. 7. The number of people employed by the Group and the Company at the end of the current and the previous year was the following:

Group Company December 31, 2006 7,209 6,913 December 31, 2005 6,744 6,472


Group Company a) Sales of goods 24 74.022 b) Purchase of goods and services 5.108 4.988 c) Other income from services and leases 322 486 d) Other expenses for services 69 68 e) Receivables from related parties 109 16.304 f) Payables to related parties 35.860 35.746 g) Remuneration of BoD members and executives 2.824 2.824

Gerakas, March 7, 2007


Raphael Α. Moissis Konstantinos D. Macheras Identity Card no A 050084 Identity Card no Θ 724826

The Financial Director The Accounting Manager Maria V. Kuhkalani Aspasia G. Meletopoulou

Identity Card no AB 348843 Identity Card no Σ 112901 License no 30034-Α' Class License no 001242-Α' Class

Financial Figures and Information as at December 31, 2005, published under I.F.R.S.


81, Spaton Ave., – 15344 Cerakas, Attica, Greece

Financial Figures and Information as at December 31, 2005 published under I.F.R.S.

Contents


1.1 Balance Sheet ...................................................................................... 4

1.2 Profit & Loss Statement....................................................................... 5

1.3 Net Change In Equity Statement......................................................... 6

1.4 Cash Flow Statement ........................................................................... 7

Equity Reconciliation at the Beginning of the Period 01.01.2005 - 01.01.2004 between Greek GAAP and IFRS.............................................. 8


Financial Figures and Information as at December 31, 2005 Published under I.F.R.S.

3



Summarized annual financial statements and information for the period

from 1 January 2005 until 31 December 2005 (published in terms of R.L. 2190, art. 135 for companies which draw their individual and

consolidated annual financial statements in terms of IFRS)

The following data aim at giving a general information about the financial situation and results of "ALFA-BETA" VASSILOPOULOS S.A. We therefore recommend that in order to obtain a holistic view of the financial position and results of the company, one should consult the annual financial statements in terms of International Financial Reporting Standards as well as the auditors' report thereon. The above-mentioned statements are available on the Company’s web site.




Board of Directors: Moissis Rafael Pierre-Olivier Beckers Anagnostopoulos George Macheras Konstantinos Jean-Claude Coppieters’t Wallant (until 22.11.2005) Michael Waller (from 22.11.2005) Renaud Cogels Boyce Craig Owens Michel Eeckhout Baudouin Van der Straten Waillet Kolintzas Trifon Filaktopoulos Alexandros

Date of approval of the annual financial statements (from which arose the condensed financial figures): February 27, 2006 Auditor: Nikolaos Sofianos


http://www.ab.gr/


4

1.1 Balance Sheet Amounts in thousands of EUR Consolidated Non Consolidated 31-Dec-05 31-Dec-04 31-Dec-05 31-Dec-04ASSETS Fixed Assets 245.509 230.270 242.313 225.607 Inventory 73.937 82.770 69.073 77.072 Trade Receivables 18.154 15.082 27.646 25.985 Other Assets 2.062 1.833 1.909 1.671 Cash and cash equivalents 30.363 13.113 26.728 7.320 TOTAL ASSETS 370.025 343.068 367.669 337.655 LIABILITIES Long-term borrowings 84.297 44.628 84.297 44.628 Other long-term liabilities 14.651 12.120 13.930 11.466 Short-term loans - 15.400 - 15.400 Other short-term liabilities 204.252 216.390 198.737 207.153 Total Liabilities (a) 303.200 288.538 296.964 278.647 Share Capital 19.099 19.099 19.099 19.099

Other Net Equity 47.725 35.431 51.606 39.909 Total of Shareholders Equity (b) 66.824 54.530 70.705 59.008 Minority Rights (c) 1 - - - Total of Equity (d)=(b)+(c) 66.825 54.530 70.705 59.008 TOTAL EQUITY & LIABILITIES (e)=(a)+(d) 370.025 343.068 367.669 337.655


5

1.2 Profit & Loss Statement


Consolidated Non Consolidated

01.01-

31.12.200501.01-

31.12.2004 01.01-

31.12.2005 01.01-

31.12.2004Total turnover 908.001 873.114 880.342 847.548Gross Profit / (Loss) 197.674 186.126 186.708 175.904Profit / (Loss) before tax, financial, investing activities, depreciation and amortization 41.098 41.152 38.912 39.908Profit / (Loss) before tax, financial and investing activities 24.151 24.750 22.830 24.368Profit / (Loss) before tax 22.125 23.082 20.452 22.394Less Tax 9.830 5.637 8.755 6.365Profit / (Loss) after tax 12.295 17.445 11.697 16.029Allocated to: Shareholders 12.294 17.445 11.697 16.029Minority Rights 1 - - - Profit / (Loss) after tax per share (in Euro) 0,97 1,37 0,92 1,26 Proposed dividend per share (in Euro) 0,31 0,00 0,31 0,00


6

1.3 Net Change In Equity Statement Amounts in thousands EUR Consolidated Non Consolidated

31-Dec-05 31-Dec-04 31-Dec-05 31-Dec-04

Equity at the beginning of the year (01.01.2005 and 01.01.2004 respectively) 54.530 40.141 59.008 66.121Profit / (Loss) after tax 12.294 17.445 11.697 16.029Increase / (decrease) of share capital - - - -Transfers due to merge - - (20.086)Dividend distribution - (3.056) - (3.056)Net income recorded directly to Equity - - - -Minority rights 1Buy / Sale of own shares - - - -

Equity at the end of the year (01.01.2005 and 01.01.2004 respectively) 66.825 54.530 70.705 59.008


7

1.4 Cash Flow Statement

Amounts in thousands EUR Consolidated Company01.01.2005 -31.12.2005

01.01.2004-31.12.2004

01.01.2005 -31.12.2005

01.01.2004-31.12.2004

Operating activities Profit before tax 22.125 23.082 20.452 22.394 Plus / minus adjustments for: Depreciation and amortization 16.947 16.402 16.082 15.540 Provisions 3.341 2.354 3.318 1.186 (Gain) / Loss from fixed assets’ disposal 319 (32) 314 48 Results from investing activity (590) (1.256) (238) (949) Interests 2.616 2.924 2.616 2.923 Plus / minus adjustments for changes in working capital or in relation to operating activities

Decrease / (increase) of inventory 8.833 988 7.999 209 Decrease / (increase) of receivables (3.632) 29.266 (2.272) 34.243 (Decrease) / increase of liabilities (excluding bank loans) (8.797) 11.685 (8.867) 11.129 Less: Interest paid (1.509) (3.465) (1.509) (3.464) Tax paid (12.048) (4.132) (8.255) (4.132) Total of inflow / (outflow) from operating activities (a)

27.605

77.816

29.640

79.127


Acquisition of tangible and intangible fixed assets

(35.654)

(32.471)

(35.173)

(31.354) Investment in subsidiaries - - (1.000) Cash receipts from sale of tangible and intangible fixed assets 109 450 103 438 Interest received 590 1.256 238 949 Total of inflow / (outflow) from investing activities (b)

(34.955)

(30.765)

(34.832)

(30.967)

Financing activities Receipts from issuing of new loans / bonds 40.000 40.000 Payment of loans (15.400) (49.540) (15.400) (49.540) Dividends paid - (3.056) - (3.056) Total of inflow / (outflow) from financing activities ( c )

24.600

(52.596)

24.600

(52.596)

Net increase / (decrease) in cash and cash equivalents of the period (a)+(b)+( c )

17.250

(5.545)

19.408

(4.436)

Cash and cash equivalents beginning of the period 13.113 18.658 7.320 11.756 Cash and cash equivalents end of the period 30.363 13.113 26.728 7.320


8

Equity Reconciliation at the Beginning of the Period 01.01.2005 - 01.01.2004 between Greek GAAP and IFRS amounts in thousands of EUR Consolidated Company 01.01.2005 01.01.2004 01.01.2005 01.01.2004

Equity at the beginning of the period (per Greek GAAP) 81.458 43.519 89.395 62.715 Adjustment of fiscal year’s 2003 dividend (stated into account "Dividends Payable" in the Balance Sheet of fiscal year 2003 based on Greek GAAP). - 3.056 - 3.056 Readjustment of fixed assets' value due to the use of the asset’s estimated useful life for the calculation of depreciation, to therestatement of the adjusted cost value based on tax Laws(L.2065/92 etc.) to historical cost and to the revaluation of fixedassets of the subsidiaries that were acquired in 2000 during the first year of their acquisition as well as the calculation of therelative deferred taxes. 10.160 8.553 9.159 8.218

Write off of intangible assets that had been recorded according to Greek GAAP.

- (90)

-

-

Equity adjustment so as the absorption of the subsidiary TROFOS.A. to be stated under IFRS and not according to L.2166/93 asstated in the Balance Sheet based on Greek GAAP. 3.284

- 3.284

-

Difference in valuation of participation on subsidiaries. (8.906) - (8.906) -

Difference in elimination of participation on subsidiaries. 8.906 - - -

Goodwill Adjustment. (21.236) (7.653) (14.111) -

Adjustment of the Provision for staff termination indemnityaccording to IFRS as well as calculation of the relative deferredtaxes. (6.655) (5.087) (6.358) (3.695)

Adjustment of the provision for untaken leave pay according to IFRS as well as calculation of the relative deferred taxes. (1.255) (1.385) (1.153) (1.222)

Assessment of a proportion of vendor allowances to inventories aswell as calculation of the relative deferred taxes. (5.436) (3.876) (5.388) (3.636)

Assessment of assets / liabilities arising from other deferred taxation according to IFRS. 2.234 3.462 1.073 1.086 Impact of the tax audit for the 1999 – 2000 fiscal years (7.606) - (7.606) -

Other (37) 168 125

Calculation of financial derivatives, which are measured at fair value, as well as of currency differences arising from the appraisalof loan in foreign currency. (381) (526) (381) (526)

Equity at the beginning of the period per IFRS. 54.530 40.141 59.008 66.121


9

Additional Information (Amounts in thousands of EUR)

1. The companies included in the consolidated financial statements of “ALFA-BETA”

VASSILOPOULOS S.A., their addresses as well as the proportion of the parent company in their share capital, are shown in the table below:

Company name Registered Office % of participation of the

parent company in the share capital of its subsidiary


ΕΝΑ S.Α. (subsidiary) Greece, Gerakas Attica 99,96% 2. The consolidated financial statements are compiled according to the method of total

consolidation. The same method has been implemented for the formation of the financial statements of December 31, 2004.

3. For the parent company “ΑLFΑ-ΒEΤΑ” VASSILOPOULOS S.Α., a tax audit was conducted

and concluded up to the fiscal year 2002 and the only pending issue is the audit regarding the fee of the related company GROUPE DΕLΗΑΙΖΕ S.A. for services provided, for the 2001-2002 fiscal years, which has been referred to a specific committee of the Ministry of Finance. As regards the absorbed subsidiary TROFO S.A., whose absorption by “ALFA-BETA” VASSILOPOULOS S.A. was approved by the decision of the Ministry of Development no K2-14950/10.12.04 and was listed in the Societes Anonymes Register on December 10, 2004, only the 2003 fiscal year is still unaudited. Regarding the company ENA S.A., which is included in the consolidated statements, a tax audit has been conducted up to the fiscal year 2000. The liability, if any, that may result from such audits, cannot be estimated for the present with reasonable accuracy and thus no provision has been made.

4. The company GROUPE DELHAIZE S.A., which is headquartered in Brussels, Belgium and

owns 60.65% of “ΑLFΑ-ΒEΤΑ” VASSILOPOULOS S.Α. shares, compiles consolidated financial statements in which the financial statements of the Group are included. These consolidated financial statements are available in the headquarters of the Belgian company.

5. There is no encumbrance on company’s property. 6. Cases under court or arbitration procedures:

6.1 Doubtful accounts and bad debts include claims from the Greek State for taxation charges amounting to 206 thousand Euros approximately, which are under dispute, and for which the company has made a provision.

6.2 On the subject of the court case against the ex-owners of TROFO S.A., at 7th of December 2004 the 42/2004 decision from the Arbitration Court was issued and ruled in


10

favor of “ALFA-BETA” VASSILOPOULOS S.A. the amount of six billion drachmas, or EURO 17,608, an amount which had already reduced the acquisition price for the 100% shares of TROFO S.A. It is noted that the ex-owners of TROFO have submitted on March 7, 2005 an application for the cancellation of the aforementioned decision, which, according to the decision of the Arbitration Court No 9420/2005, was rejected. The company in consultation with its legal advisors is assessing the procedures to follow in order to resolve the additional claim, amounted to EURO 21,570 (39,178-17,608) approximately.

6.3 For the reliable and prompt communication with the investors, we notify that, on July 5, 2005, the Greek Competition Committee issued its decision no 284/IV/2005 related to the broader food retail sector. According to the decision above a fine of EURO 739 (stamp duty included) has been imposed to the company for contravention of the L.703/1977. Concerning the aforementioned Company’s management declares that:

a) The company has made a relevant provision that is included in its published financial statements.

b) The Company has appealed to the appropriate courts against the decision issued by the Competition Committee and the relevant decision is expected, until which time the obligation to pay is postponed based on decision 117/2005 of the Appeals Board.

6.4 There are no other cases under court procedure for which there are pending decisions or claims for cancellation of decisions issued that may seriously affect the financial position or the operation of the company without the related provisions, except for the ones described above.

7. The staff-number of the Group as well as that of the Company at the end of fiscal years 2004 and 2005 was the following:

Group Company December 31, 2005 6,744 6,472 December 31, 2004 6,517 6,249

8. Transactions between «ΑLFΑ-ΒEΤΑ» VASSILOPOULOS S.Α. and related companies:

8.1 During the period from January 1, 2005 up to December 31, 2005, “ΑLFΑ-ΒEΤΑ” VASSILOPOULOS S.Α. and ENA S.A., in the share capital of which the former participates by 99.96%, the following transactions have been effected:

Net Sales of merchandise from «ΑLFΑ-ΒEΤΑ» to ΕΝΑ (net of vendor allowances) 67.694 Sales of packing material from «ΑLFΑ-ΒEΤΑ» to ΕΝΑ

129

«ΑLFΑ-ΒEΤΑ» revenue arising from rental of property to ENA S.A. 159 Purchases of ΕΝΑ from «ΑLFΑ-ΒEΤΑ» 67.824 ΕΝΑ S.A. expenses arising from hire of property from «ΑLFΑ-ΒEΤΑ» 159

«ΑLFΑ-ΒEΤΑ» receivables from ΕΝΑ S.A. 13.066 «ΑLFΑ-ΒEΤΑ» liabilities to ΕΝΑ S.A. 6

8.2 During the period from January 1, 2005 up to December 31, 2005, between the Group “ΑLFΑ-ΒEΤΑ” VASSILOPOULOS S.Α. and the GROUPE DELHAIZE S.A. that owns the 60.65% of “ΑLFΑ-ΒEΤΑ” share capital, the following transactions have been effected:


11

Sales of merchandise to GROUPE DΕLΗΑΙΖΕ 10

Purchases of merchandise from GROUPE DΕLΗΑΙΖΕ 1.936

Administrative Expenses (services provided by GROUPE DΕLΗΑΙΖΕ) 1.618

Purchases of fixed assets from GROUPE DΕLΗΑΙΖΕ 34

Other Income (charges to GROUPE DΕLΗΑΙΖΕ) 219

Other Expenses (charges from GROUPE DΕLΗΑΙΖΕ) 35

Receivables from GROUPE DΕLΗΑΙΖΕ 208

Liabilities to GROUPE DΕLΗΑΙΖΕ 2.231

8.3 Liabilities arising as at December 31, 2005 from a Bond contract between the related companies DELCOR S.A. and DELFINANCE S.A. are stated below:

DELCOR S.A. DELFINANCE S.A.

Finance cost (interests, expenses) 1.473 4 Interests payable 1.330 3 Bond 32.212 85 Gerakas, February 27, 2006


Raphael Α. Moissis Konstantinos D. Macheras Identity Card no Κ 325346 Identity Card no Θ 724826

The Financial Director The General Ledger

Maria V. Kuhkalani Ioannis Α. Μylonidis Identity Card no Ν 257221 Identity Card no Ξ 016410

License no 30034-Α' Class Consultant’s License no 13549-Α' Class

A S S E T S L I A B I L I T I E SCurrent year 2008

Previous year 2007

Current year 2008

Previous year 2007

Cost Depreciation Net Book Value Cost Depreciation Net Book Value

Β. ESTABLISHMENT EXPENSES Α. SHAREHOLDERS EQUITY1. Formation and Start-up Costs 10.953.232,83 6.571.939,70 4.381.293,13 10.953.232,83 4.381.293,13 6.571.939,70 I. Share Capital (985 000 shares of 100 Euros each)3. Loan Interests during Constuction Period 1.974.012,10 1.184.407,26 789.604,84 1.974.012,10 789.604,84 1.184.407,26 1. Paid up Capital 98.500.000,00 25.000.000,004. Other Installation Expenses 1.245.824,65 733.306,74 512.517,91 1.570.111,19 599.941,87 970.169,32

14.173.069,58 8.489.653,70 5.683.415,88 14.497.356,12 5.770.839,84 8.726.516,28 IV. 5. Tax Free Reserves 8.999.782,00 0,00

C. FIXED ASSETS V. Retained Earnings / LossesII. Tangible Assets Retained Losses -21.643.286,39 -20.859.343,30

1. Land 14.580.495,75 0,00 14.580.495,75 17.582.122,46 0,00 17.582.122,463. Buildings and Installations 43.778.313,01 4.404.670,38 39.373.642,63 42.710.453,25 2.391.402,38 40.319.050,87 Previous Years4. Μachinery Retained Losses -28.062.757,67 -7.203.414,37

andEquipment 1.978.114,88 575.422,12 1.402.692,76 1.969.260,88 332.359,88 1.636.901,00 Total Shareholders Equity (ΑΙ+ΑV) 57.793.737,94 -3.062.757,67

5. Vehicles 1.352.355,72 324.196,92 1.028.158,80 1.301.148,62 187.219,12 1.113.929,506. Furniture and Fixtures 4.088.381,65 1.675.386,04 2.412.995,61 3.289.060,15 914.057,23 2.375.002,92 Β. PROVISIONS FOR LIABILITIES & CHARGES7. Construction in progress and 1. Provision for staff leaving

Advances 1.802.858,18 0,00 1.802.858,18 1.981.286,90 0,00 1.981.286,90 indemnities 312.728,14 383.132,33Total Fixed Assets (C ΙΙ) 67.580.519,19 6.979.675,46 60.600.843,73 68.833.332,26 3.825.038,61 65.008.293,65 2. Other provisions 304.955,39 8.900,00

617.683,53 392.032,33III. Investments and Other C. LIABILITIES

I. Long-Term Debts Liabilities7. Other Long-term Receivables 683.114,79 660.590,79 2. Long-Term Borrowings 0,00 49.695.618,47

Total Fixed Assets (CΙΙ+CΙΙΙ) 61.283.958,52 65.668.884,44 4. Long-Term Liabilities toRelated Companies 0,00 11.869.227,40

D. CURRENT ASSETS 0,00 61.564.845,87I. Inventory

1. Merchandise 7.929.469,55 8.229.533,545. Advances for the purchase of inventories 242.500,65 123.342,80 II. Short-Term Liabilities

8.171.970,20 8.352.876,34 1. Trade Payables 15.483.331,82 8.817.431,752α. Cheques

II. Trade Receivables Payables 0,00 3.146.000,001. Trade Receivables 65.348,19 96.144,64 3. Short-term 5. Short-term Receivables from loans 0,00 8.079.949,16

Related Companies 36.586,63 4.377,48 4. Advances from customers 108.938,78 119.004,6511. Other Debtors 148.283,87 1.603.207,24 5. Taxes and duties Payables 50.759,64 70.500,5411 β. Due from the Greek State 1.305.369,14 5.664.238,74 6. Social Security Contribution 300.188,98 383.297,31

1.555.587,83 7.367.968,10 7. Long-term liabilitiesPayable within next year 0,00 3.004.413,55

IV. Cash and Banks 8. Liabilities to related Companies 602.525,11 3.158.099,201. Cash 860.609,66 856.341,573. Banks 349.911,99 194.512,76 11. Other Creditors 1.686.312,31 2.738.876,14

1.210.521,65 1.050.854,33 18.232.056,64 29.517.572,30Total Current Assets (DΙ+DΙΙ+DΙV) 10.938.079,68 16.771.698,77 Total of Liabilities (CΙ + CΙΙ) 18.232.056,64 91.082.418,17

D. INTERIM ACCOUNTSΕ. TEMPORARY ACCOUNTS 2. Accrued expenses 1.449.385,19 1.029.031,26

1. Deferred Expenses 84.962,16 8.484,78 3. Other transitory accounts 41.971,26 2.031.631,632. Accrued Income 140.084,66 44.689,20 1.491.356,45 3.060.662,893. Other Temporary Accounts 4.333,66 252.082,25

229.380,48 305.256,23

TOTAL ASSETS (Β+C+D+Ε) 78.134.834,56 91.472.355,72 TOTAL LIABILITIES & SHAREHOLDERS EQUITY 78.134.834,56 91.472.355,72(A+B+C+D)

DEBIT MEMORANDUM ACCOUNTS CREDIT MEMORANDUM ACCOUNTS2. Guarantees 60.636.511,75 57.895.533,02 2. Guarantees 60.636.511,75 57.895.533,02

APPROPRIATION ACCOUNT

Ποσά κλειόμενης

Ποσά προηγούμενης

Χρήσεως 2008 Χρήσεως 2007

Ι. Operating Results Results (losses) of the year -21.643.286,39 -20.859.343,30Sales 80.340.367,62 55.813.671,57 -Prior years' results (losses) -28.062.757,67 -7.203.414,37Less: Cost of goods sold 63.408.423,29 43.587.903,99 Total -49.706.044,06 -28.062.757,67Gross Profit 16.931.944,33 12.225.767,58 Plus: 1. Other Operating Revenue 368.583,48 239.935,86 1. Income Tax 0,00 0,00Total Gross Profit 17.300.527,81 12.465.703,44 2. Other Taxes not included in Operating Cost 0,00 0,00LESS: 1. Administration Expenses 13.633.872,27 10.583.598,27 Retained Losses -49.706.044,06 -28.062.757,67

3. Selling Expenses 20.953.484,70 34.587.356,97 18.929.391,20 29.512.989,47

Profit (Loss) from operations -17.286.829,16 -17.047.286,03PLUS (or minus)

4. Interest and Other Financial Revenue 26.391,70 7.395,75

Less:3. Interests and Other Financial Expenses 3.597.195,04 -3.570.803,34 3.279.178,02 -3.271.782,27

Οrdinary and Extraordinary Results -20.857.632,50 -20.319.068,30II. PLUS (or minus): Extraordinary Results

1. Εxtraordinary Income 2.045.412,90 1.511.224,973. Prior Years Income 86.661,85 33.794,194. Income from prior periods unused provisions 292.404,19 2.424.478,94 0,00 1.545.019,16

Less:1. Εxtraordinary Expenses 2.901.263,62 2.064.394,163. Prior Years Expenses 14.643,82 20.900,004. Provisions for extraordinary risks 294.225,39 3.210.132,83 0,00 2.085.294,16

Οrdinary and Extraordinary Results(losses) -21.643.286,39 -20.859.343,30 LESS: Total Depreciation of Fixed Assets 6.182.583,18 6.084.179,59

Less: Depreciation included in operating costs above 6.182.583,18 0,00 6.084.179,59 0,00

PROFIT (LOSS) OF THE YEAR(before taxes) -21.643.286,39 -20.859.343,30

THESSALONIKIJUNE 30, 2008

The Administrator The Financial Director The General Ledger

PROFIT & LOSS STATEMENT of March 31, 2008 (01.05.2007 - 31.03.2008)

Current year Previous year

2008 2007

(All amounts expressed in Euro)

PLUS HELLAS Ε.P.Ε. & SIA Ε.Ε.REGISTERED OFFICE: THESSALONIKI - Α.Μ. 5501

BALANCE SHEET as at March 31, 20084th Fiscal Year (01.05.2007 - 31.03.2008)


Previous year 2006

Current year 2007 Previous year 2006


Β. ESTABLISHMENT EXPENSES Α. SHAREHOLDERS EQUITY

1. Formation and Start-up Costs 10.953.232,83 4.381.293,13 6.571.939,70 10.953.232,83 2.190.646,56 8.762.586,27 I.Share Capital (250 000 shares of 100 Euros each)

3. Loan Interests during Constuction Period 1.974.012,10 789.604,84 1.184.407,26 1.974.012,10 394.802,42 1.579.209,68 1. Paid up Capital 25.000.000,00 25.000.000,004. Other Installation Expenses 1.570.111,19 599.941,87 970.169,32 1.394.759,56 286.938,85 1.107.820,71

14.497.356,12 5.770.839,84 8.726.516,28 14.322.004,49 2.872.387,83 11.449.616,66 V. Retained Earnings / LossesRetained Losses -20.859.343,30 -7.203.414,37

Γ. FIXED ASSETS Previous YearsII. Tangible Assets Retained Losses -7.203.414,37 0,00

1. Land 17.582.122,46 0,00 17.582.122,46 17.149.812,65 0,00 17.149.812,653. Buildings and Installations 42.710.453,25 2.391.402,38 40.319.050,87 32.888.273,39 496.164,03 32.392.109,36 Total Shareholders Equity (ΑΙ+ΑV) -3.062.757,67 17.796.585,634. Μachinery

and Β. PROVISIONS FOR LIABILITIES & CHARGESEquipment 1.969.260,88 332.359,88 1.636.901,00 2.208.366,77 91.366,32 2.117.000,45 1. Provision for staff leaving

5. Vehicles 1.301.148,62 187.219,12 1.113.929,50 1.302.149,62 56.862,08 1.245.287,54 indemnities 383.132,33 188.000,006. Furniture and Fixtures 3.289.060,15 914.057,23 2.375.002,92 4.112.418,46 1.256.313,57 2.856.104,89 2. Other Provisions 8.900,00 0,007. Construction in progress and 392.032,33 188.000,00

Advances 1.981.286,90 0,00 1.981.286,90 5.333.226,09 0,00 5.333.226,09 C. LIABILITIESTotal Fixed Assets (C ΙΙ) 68.833.332,26 3.825.038,61 65.008.293,65 62.994.246,98 1.900.706,00 61.093.540,98 I. Long-Term Debts Liabilities

2. Long-Term Borrowings 49.695.618,47 42.958.346,52III. Investments and Other 4. Long-Term Liabilities to

Related Companies 11.869.227,40 713.682,207. Other Long-term Receivables 660.590,79 598.044,20 61.564.845,87 43.672.028,72

Total Fixed Assets (CΙΙ+CΙΙΙ) 65.668.884,44 61.691.585,18

Δ. CURRENT ASSETS II. Short-Term LiabilitiesI. Inventory 1. Trade Payables 11.265.341,84 17.200.666,40

1. Merchandise 8.229.533,54 9.552.165,11 2a. Cheques Payables 3.146.000,00 3.589.000,00

II. Receivables 3. Short-term 1. Trade Receivables 96.144,64 54.685,22 loans 8.079.949,16 4.559.156,065. Short-term Receivables from 5. Taxes and duties Payables 70.500,54 125.162,28

Related Companies 4.377,48 4.135,40 6. Social Security Contribution 383.297,31 315.736,3911. Other Debtors 7.390.788,78 8.465.859,82 7. Long-term liabilities

7.491.310,90 8.524.680,44 Payable within next year 3.004.413,55 667.813,168. Liabilities to related Companies 3.158.099,20 1.471.194,04

IV. Cash and Banks1. Cash 856.341,57 368.662,91 11. Other Creditors 409.970,70 396.996,023. Banks 194.512,76 211.969,01 29.517.572,30 28.325.724,35

1.050.854,33 580.631,92 Total of Liabilities (CΙ + CΙΙ) 91.082.418,17 71.997.753,07Total Current Assets (DΙ+DΙΙ+DΙV) 16.771.698,77 18.657.477,47

D. INTERIM ACCOUNTS2. Accrued expenses 1.029.031,26 778.883,78

Ε. TEMPORARY ACCOUNTS 3. Other transitory accounts 2.031.631,63 2.255.281,851. Deferred Expenses 8.484,78 8.830,00 3.060.662,89 3.034.165,633. Other Temporary Accounts 296.771,45 1.208.995,02

305.256,23 1.217.825,02

TOTAL ASSETS (Β+C+D+Ε) 91.472.355,72 93.016.504,33 TOTAL LIABILITIES & SHAREHOLDERS 91.472.355,72 93.016.504,33(A+B+C+D)

DEBIT MEMORANDUM ACCOUNTS CREDIT MEMORANDUM ACCOUNTS2. Guarantees 57.895.533,02 51.057.533,02 2. Guarantees 57.895.533,02 51.057.533,02

Notes: 1. There are mortages and registrations of mortages that charge Company's property amounting to 52.168.000 Euros for securingLong-term bank loans, the balance of which reaches 52.700.032,02 Euros at 30.04.2007.


Current year Previous year 2007 2006

Ι. Operating Results Results (losses) of the year -20.859.343,30 -7.203.414,37Sales 55.813.671,57 7.934.066,23Less: Cost of goods sold 43.624.179,98 6.006.731,16Gross Profit 12.189.491,59 1.927.335,07 Plus: 1. Other Operating Revenue 276.211,85 79.376,87Total Gross Profit 12.465.703,44 2.006.711,94LESS: 1. Administration Expenses 10.583.598,27 5.629.720,01

3. Selling Expenses 18.929.391,20 29.512.989,47 2.782.589,69 8.412.309,70

Profit (Loss) from operations -17.047.286,03 -6.405.597,76PLUS :

4. Interest and Other Financial Revenue 7.395,75 1.058,23

Less:3. Interests and Other Financial Expenses 3.279.178,02 -3.271.782,27 382.818,41 -381.760,18

Profit (Loss) from operations -20.319.068,30 -6.787.357,94II. PLUS: Extraordinary Results

1. Εxtraordinary Income 1.545.019,16 8.530,28 Less:

1. Εxtraordinary Expenses 2.085.294,16 -540.275,00 424.586,71 -416.056,43 Οrdinary and Extraordinary Results(losses) -20.859.343,30 -7.203.414,37 LESS: Total Depreciation of Fixed Assets 6.084.179,59 3.541.985,02

Less: Depreciation included in operating costs above 6.084.179,59 0,00 3.541.985,02 0,00

PROFIT (LOSS) OF THE YEAR(before taxes) -20.859.343,30 -7.203.414,37

THESSALONIKIJULY, 7 2007

The Administrator The Financial Director The General LedgerCHRISTOS K. APOSTOLATOS PANAGIOTIS S. TSELIKOGLOU PANAGIOTIS TSITOURAS

Identity Card no Κ846771 Identity Card no Λ583884 Identity Card no Ν371425Accountant's License no 23.845



BALANCE SHEET as at April 30, 20073rd FISCAL YEAR (01.05.2006 - 30.04. 2007)

Current year Previous year 2007 2006

PROFIT & LOSS STATEMENT of April 30, 2007 (01.05.2006 - 30.04.2007)

RESTATEMENT OF BALANCE SHEET AND PROFIT & LOSS STATEMENT OF FISCAL YEAR 01.05.2006-30.04.2007

BALANCE SHEET 30/4/2007 Restatements Restated amounts

30/04/2007 ASSETS D. CURRENT ASSETS Ι. Inventory 5. Advances for the purchase of inventories 0,00 123.342,80 123.342,80 ΙΙ. Trade Receivables 11. Other Debtors 7.390.788,78 -5.787.581,54 1.603.207,24 11b. Due from the Greek State 0,00 5.664.238,74 5.664.238,74 Ε. Temporary Accounts 2 Accrued Income 0,00 44.689,20 44.689,20 3. Other Temporary Accounts 296.771,45 -44.689,20 252.082,25 7.687.560,23 0,00 7.687.560,23 LIABILITIES C. LIABILITIES II. Short-Term Liabilities 1. Trade Payables 11.265.341,84 -2.447.909,09 8.817.431,75 4. Advances from customers 0,00 119.004,65 119.004,65 11. Other Creditors 409.970,70 2.328.904,44 2.738.876,14 11.675.312,54 0,00 11.675.312,54 PROFIT & LOSS STATEMENT OF 30/04/2007

30/4/2007 Restatements Restated amounts

30/04/2007 Cost of goods sold -43.624.179,98 36.275,99 -43.587.903,99 1. Other Operating Revenue 276.211,85 -36.275,99 239.935,86 Extraordinary Results 1. Extraordinary Income 1.545.019,16 -33.794,19 1.511.224,97 2. Prior Years Income 0,00 33.794,19 33.794,19 1. Εxtraordinary Expenses -2.085.294,16 20.900,00 -2.064.394,16 2. Prior Years Expenses 0,00 -20.900,00 -20.900,00


Previous year 2005 Current year 2006 Previous year 2005


Β. ESTABLISHMENT EXPENSES Α. SHAREHOLDERS EQUITY

1. Formation and Start-up Costs 10.953.232,83 2.190.646,56 8.762.586,27 3.744.094,12 0,00 3.744.094,12 I. Share Capital (250 000 shares of 100 Euros each)3. Loan Interests during Constuction Period 1.974.012,10 394.802,42 1.579.209,68 500.591,19 0,00 500.591,19 1. Paid up Capital 25.000.000,00 1.270.200,004. Other Installation Expenses 1.394.759,56 286.938,85 1.107.820,71 445.171,29 4.690,40 440.480,89

14.322.004,49 2.872.387,83 11.449.616,66 4.689.856,60 4.690,40 4.685.166,20 V. Retained Earnings / LossesRetained Losses -7.203.414,37 0,00

C. FIXED ASSETS Total Shareholders Equity (ΑΙ+ΑV) 17.796.585,63 1.270.200,00II. Tangible Assets

1. Land 17.149.812,65 0,00 17.149.812,65 8.131.902,20 0,00 8.131.902,20 Β. PROVISIONS FOR LIABILITIES & CHARGES3. Buildings and Installations 32.888.273,39 496.164,03 32.392.109,36 15.154,00 0,00 15.154,00 1. Provision for staff leaving4. Μachinery and Equipment 2.208.366,77 91.366,32 2.117.000,45 1.510,00 1.509,97 0,03 indemnities 188.000,00 75.410,005. Vehicles 1.302.149,62 56.862,08 1.245.287,546. Furniture and Fixtures 4.112.418,46 1.256.313,57 2.856.104,89 191.163,60 127.866,62 63.296,98 C. LIABILITIES7. Construction in progress and I. Long-Term Debts Liabilities

Advances 5.333.226,09 0,00 5.333.226,09 8.576.574,93 0,00 8.576.574,93 2. Long-Term Borrowings 42.958.346,52 13.918.565,95Total Fixed Assets (C ΙΙ) 62.994.246,98 1.900.706,00 61.093.540,98 16.916.304,73 129.376,59 16.786.928,14 4. Long-Term Liabilities to

Related Companies 713.682,20 5.554.027,4043.672.028,72 19.472.593,35

III. Investments and Other 7. Other Long-term Receivables 598.044,20 80.588,70 II. Short-Term Liabilities

Total Fixed Assets (CΙΙ+CΙΙΙ) 61.691.585,18 16.867.516,84 1. Trade Payables 17.200.666,40 45.478,032α. Cheques

D. CURRENT ASSETS Payables 3.589.000,00 0,00I. Inventory 3. Short-term

1. Merchandise 9.552.165,11 0,00 loans 4.559.156,06 504.580,765. Taxes and duties Payables 125.162,28 42.602,73

II. Receivables 6. Social Security Contribution 315.736,39 53.528,801. Trade Receivables 54.685,22 0,00 7. Long-term liabilities5. Short-term Receivables from Payable within next year 667.813,16

Related Companies 4.135,40 0,00 8. Liabilities to related Companies 1.471.194,04 508.608,5411. Other Debtors 8.465.859,82 539.630,17

8.524.680,44 539.630,17 11. Other Creditors 396.996,02 7.223,8128.325.724,35 1.162.022,67

IV. Cash and Banks Total of Liabilities (CΙ + CΙΙ) 71.997.753,07 20.634.616,021. Cash 368.662,91 125,173. Banks 211.969,01 6.154,32 D. INTERIM ACCOUNTS

580.631,92 6.279,49 2. Accrued expenses 778.883,78 118.499,68Total Current Assets (DΙ+DΙΙ+DΙV) 18.657.477,47 545.909,66 3. Other transitory accounts 2.255.281,85 0,00

3.034.165,63 118.499,68

Ε. TEMPORARY ACCOUNTS1. Deferred Expenses 8.830,00 133,003. Other Temporary Accounts 1.208.995,02 0,00

1.217.825,02 133,00

TOTAL ASSETS (Β+C+D+Ε) 93.016.504,33 22.098.725,70

TOTAL LIABILITIES & SHAREHOLDERS EQUITY 93.016.504,33 22.098.725,70(A+B+C+D)

DEBIT MEMORANDUM ACCOUNTS2. Guarantees 51.057.533,02 21.213.100,00

CREDIT MEMORANDUM ACCOUNTS2. Guarantees 51.057.533,02 21.213.100,00

Notes: 1. There are mortages and registrations of mortages that charge Company's property amounting to 44.900.000 Euros for securingLong-term bank loans, the balance of which reaches 43,626,159.68 Euros at 30.04.2006.

2. The Company started its operating activities at 01.03.2006.

Current year Previous year Ι. Operating Results 2006 2005Sales 7.934.066,23 0,00Less: Cost of goods sold 6.006.731,16 0,00 Results (losses) of the year -7.203.414,37 0,00Gross Profit 1.927.335,07 0,00 Plus: 1. Other Operating Revenue 79.376,87 0,00Total Gross Profit 2.006.711,94 0,00LESS: 1. Administration Expenses 5.629.720,01 0,00

3. Selling Expenses 2.782.589,69 8.412.309,70

Profit (Loss) from operations -6.405.597,76 0,00PLUS :

4. Interest and Other Financial Revenue 1.058,23 0,00

Less:3. Interests and Other Financial Expenses 382.818,41 -381.760,18 0,00 0,00

Profit (Loss) from operations -6.787.357,94 0,00II. PLUS: Extraordinary Results

1. Εxtraordinary Income 8.530,28 0,00 Less:

1.Εxtraordinary Expenses 424.586,71 -416.056,43 0,00 0,00 Οrdinary and Extraordinary Results(losses) -7.203.414,37 0,00

LESS: Total Depreciation of Fixed Assets 3.541.985,02 0,00 Less: Depreciation included in operating costs above 3.541.985,02 0,00 0,00 0,00

PROFIT (LOSS) OF THE YEAR(before taxes) -7.203.414,37 0,00

THESSALONIKIJULY, 7 2006

The Administrator The Financial Director The General LedgerCHRISTOS K. APOSTOLATOS PANAGIOTIS S. TSELIKOGLOU PANAGIOTIS TSITOURAS

Identity Card no Κ846771 Identity Card no Λ583884 Identity Card no Ν371425Accountant's License no 23.845


Current year 2006 Previous year 2005

PROFIT & LOSS STATEMENT of April 30, 2006 (01.05.2005 - 30.04.2006)



BALANCE SHEET as at April 30, 20062nd FISCAL YEAR (01.05.2005 - 30.04. 2006) -1st FISCAL PERIOD (01.03.2006- 30.04.2006).

RESTATEMENT OF BALANCE SHEET AND PROFIT & LOSS STATEMENT OF FISCAL YEAR 01.05.2005-30.04.2006

Restated amountsBALANCE SHEET Balance Sheet 30/4/2006 Restatements 30/04/2006 ASSETS D. CURRENT ASSETS Ι. Inventory 5. Advances for the purchase of inventories 0,00 263,68 263,68 ΙΙ. Trade Receivables 11. Other Debtors 8.465.859,82 -8.044.711,09 421.148,7311b. Due from the Greek State 0,00 8.044.447,41 8.044.447,41 Ε. Temporary Accounts 2 Accrued Income 0,00 95.000,00 95.000,003. Other Temporary Accounts 1.208.995,02 -95.000,00 1.113.995,02 9.674.854,84 0,00 9.674.854,84 LIABILITIES C. LIABILITIES II. Short-Term Liabilities 1. Trade Payables 17.200.666,40 -4.885.042,64 12.315.623,764. Advances from customers 0,00 150.000,00 150.000,0011. Other Creditors 396.996,02 4.735.042,64 5.132.038,66 17.597.662,42 0,00 17.597.662,42 PROFIT & LOSS STATEMENT OF 30/04/2006

Profit & Loss 30/04/2006 Restatements Restated amounts 30/04/2006

Cost of goods sold -6.006.731,16 4.947,20 -6.001.783,961. Other Operating Revenue 79.376,87 -4.947,20 74.429,67 Extraordinary Results 1. Extraordinary Income 8.530,28 -238,41 8.291,872. Prior Years Income 0,00 238,41 238,41 1. Εxtraordinary Expenses -424.586,71 3,00 -424.583,712. Prior Years Expenses 0,00 -3,00 -3,00

alfa-beta vassilopoulos s.a.alfa-beta vassilopoulos s.a. is audited by certified public accountants....

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