The Kofola - Hoop merger confirmed by the general meeting

Warsaw, 01.04.2008

Yesterday in the afternoon, a general meeting of Hoop S.A. took place in Warsaw. The shareholders approved the changes required for completing the earlier announced merger of soft drinks producers, Kofola and Hoop, to form a single group, giving rise to a very visible regional player with annual revenues of more than PLN 1.4 billion operating on five Central and Eastern European markets. The entire group is consolidated under the hitherto existing Hoop S.A., renamed to Kofola - Hoop S.A., whose shares will continue to be traded on the Warsaw stock exchange. The owners of Czech Kofola, who have acquired an overall stake of 56.99% in Kofola - Hoop S.A., will manage the new entity.

Kofola has been rapidly developing since its establishment. Over the past six years alone, its revenues have been growing by 25% y/y on average. Having won a strong position on the Czech and Slovak market (it entered the Slovak market as early as 1998), between 2003 and 2005 the company expanded to Hungary and Poland; moreover, it opened a production plant in Poland – until then the largest Czech investment in that country. For Kofola, the opportunity to merge with Hoop, Poland’s third largest soft drinks producer, meant a way of significantly speeding up the achievement of its aim of acquiring a major market share in all countries of the so-called Visegrad Four.

The new Kofola - Hoop Group combines Hoop’s production, logistics and sales power on the large Polish market with Kofola’s marketing know-how very well. At the same time, Kofola brings into the group its position as the second largest producer on the Czech and Slovak markets. Kofola - Hoop also registers promising sales on the lucrative Russian market (in 2007 sales amounted to almost PLN 260 million). It currently has 2,595 employees. Direct synergies and savings generated by the merger are expected to amount to some PLN 20 million a year; in addition, the new group will have greater negotiating power, a broader base for developing its human capital and production know-how and, not least, an opportunity to adjust its product offering to the requirements and needs of consumers and customers in the various countries more quickly and efficiently.

Technically, the merger has taken place in the form of a reverse takeover, whereby Kofola owners transferred 100% ownership interest in Kofola SPV sp. z o. o., under which they had earlier included the entire Kofola holding, to Hoop S.A.. In return, they received 13,083,342 (newly issued) shares of Hoop S.A. (renamed to Kofola - Hoop S.A.), which account for 49.99% of the share capital of the company formed by the merger. They had earlier acquired 14% of the shares of Hoop S.A. from Dariusz Wojdyga, one of the important shareholders of this company. Kofola owners’ overall stake in Kofola – Hoop S.A. therefore amounts to 56.99%, which they hold through the management company KSM Investment S.A. (51.18%) and partially also directly (5.81%). With his 14.62% of the shares, Marek Jutkiewicz, one of Hoop founders, continues to be another important shareholder of Kofola – Hoop S.A. The remaining shareholders hold 28.39%. Moreover, KSM Investment S.A. and Marek Jutkiewicz have entered into a Shareholders Agreement that will come into effect on the day of the registration of the merger with the relevant registration court and provide for the smooth implementation of the development plants adopted by Kofola – Hoop S.A.

In addition to the decisions required for completing the above transactions, yesterday’s General Meeting made changes to the company’s bodies. The transaction will be formally completed by the registration of the changes in the Companies Register, which is expected to take place within one or two months.

The Kofola Group is one of the most important soft drinks producers in Central Europe. The company operates in the Visegrad Four countries, i.e. the Czech Republic, Slovakia, Poland and Hungary, and it also exports its products to other countries. It has five production plants, of which three in the Czech Republic (Krnov, Mnichovo Hradi¹tì, and Klatovy), one in Slovakia (Rajecká Lesná) and one in Poland (Kutno). Kofola employs 1,372 persons.

Kofola’s portfolio includes a traditional cola drink based on an original recipe, Kofola, a series of Jupí fruit drinks, syrups and concentrates, Jupík drink for children, Rajec natural mineral water, Top Topic grape drink, the RC Cola brand based on the original US recipe, and also Capri Sonne and Chito Tonic brands.

In 2007 the Kofola Group posted a turnover of PLN 587,553,000, EBITDA at PLN 82,111,000 and a net profit of PLN 10,772,000.

The Hoop Group has a strong position in the production and distribution of non-alcoholic beverages mainly on its home market in Poland; through its subsidiary undertakings it also operates in the Russian Federation.

The Hoop Group’s best known brands include the following: Hoop Cola, Hoop Fruti, Flip, and Superhero, and the Arctic and Grodziska mineral waters. Based on agreed recipes, the company is also an important producer of private label beverages for other companies, mainly major retail chains.

In 2007 the Hoop Group posted a turnover of PLN 833,336,000, EBITDA at PLN 80,958,000 and a net profit of PLN 29,333,000 (incl. 100% of Megapack; net profit as per 50% of Megapack – after minority sharholders interests).