Changes in the Company's share capital
In accordance with Legislative Decree 3765/1957,
the Company was established through the transformation
into a corporation of the former personal company
belonging to Christos Lambrakis, Elsa Lambrakis,
Lena Savvidis and Anna Lambrakis. This transformation
was effected by the transfer of the personal company's
total assets, evaluated by the Commission defined
in Codified Law (which regulates Greek companies)
2120/20 article 9 at GRD 84,991,871. The net value
of the transferred assets, complemented by the
shareholders' cash payment of GRD 8,129 million,
constituted the Company's initial share capital,
amounting to GRD 85,000,000 and divided into 85,000
common, registered shares with a nominal value
of GRD 1,000 each (Government Gazette No.1107/70,
issue of corporations and limited liability companies).
Since that date, the Company's share capital was
increased as follows:
1. Following the resolution of the Shareholders'
Extraordinary General Meeting held on 28.11.1974
(filed in Government Gazette No.2125/74 concerning
corporations and limited liability companies),
the Company's share capital was increased by GRD
119,000,000. This increase was effected through
the revaluation of the Company's real-estate assets
by GRD 91,745,594 in accordance with the provisions
of Legislative Decree 1314/72, and through the
capitalization of GRD 21,804,181 of tax-exempt
reserves accrued in accordance with Mandatory
Law 147/67. The Company issued 119,000 new, registered
shares with a face value of GRD 1,000 each, thus
increasing its share capital to a total of GRD
204,000,000.
2. Following the resolution of the Shareholders'
Extraordinary General Meeting held on 30.06.1977
(filed in Government Gazette No.3135/77, issue
of corporations and limited liability companies),
the share capital was increased by GRD 24,550,000.
This increase was effected through the revaluation
of the Company's real-estate assets by GRD 20,139,000,
the capitalization of GRD 4,410,272 corresponding
to reserves resulting from real-estate revaluation
and the payment of GRD 728 in cash. As a result,
the share capital rose to GRD 228,550,000. For
the share capital increase the Company issued
24,550 new common, bearer shares with a nominal
value of GRD 1,000 each.
3. Following the resolution of the Shareholders'
Self-summoned Extraordinary General Meeting held
on 08.11.1978 (filed in Government Gazette No.91/79,
issue of corporations and limited liability companies),
the share capital was increased by a cash payment
of GRD 10,000, bringing its total to GRD 228,560,000.
For this share capital increase the company issued
10 new bearer shares. The announcement of the
above increase was published in Government Gazette
237/17.02.1979.
4. Following the resolution of the Shareholders'
Self-summoned Extraordinary General Meeting held
on 10.11.1982 (filed in Government Gazette No.4566/82,
issue of corporations and limited liability companies),
the Company's share capital was increased by GRD
499,684,000. This increase was effected through
the revaluation of various of the Company's assets
by GRD 499,683,939 in accordance with Law 1249/82
and the payment of GRD 61 in cash. For this capital
increase the company issued 499,684 new, common,
bearer shares with a face value of GRD 1,000 each.
As a result, the share capital rose to GRD 728,244,000.
5. Following the resolution of the Shareholders'
Ordinary General Meeting held on 30.06.1986 (filed
in Government Gazette No.2832/86, issue of corporations
and limited liability companies), as amended by
the relevant resolution of the Shareholders' Ordinary
General Meeting held on 01.06.1987 (filed in Government
Gazette No.2287/87, issue of corporations and
limited liability companies), the Company's share
capital was increased by GRD 223,020,000 in cash,
thus totalling GRD 951,264,000. The amount corresponding
to the capital increase was paid in gradually,
and receipt of these payments was duly certified
by the Board of Directors in the meetings of 21.10.1986
for the sum of GRD 111,510,000 and of 15.10.1987
for the remaining amount of GRD 111,510,000 (published
in Government Gazette No.3056/86 and 61/88 respectively).
This capital increase corresponded to the issue
of 223,020 new common bearer shares with a nominal
value of GRD 1,000 each.
6. Following the resolution of the Shareholders'
Extraordinary General Meeting held on 25.01.1988
(filed in Government Gazette No.361/88, issue
of corporations and limited liability companies),
the share capital was increased by GRD 736,000
effected through a cash payment, thus bringing
the Company's total share capital to GRD 952,000,000.
Receipt of this payment was duly certified by
the Board of Directors during its meeting held
on 03.03.1988. Also, following another resolution
of the same General Meeting, the nominal value
of each share was increased from GRD 1,000 to
GRD 10,000. As a result, following the shares'
transformation, the Company's share capital was
divided into 95,200 common, registered shares
with a nominal value of GRD 10,000 each.
7. Following the resolution of the Shareholders'
Ordinary General Meeting on 29.06.1992 (filed
in Government Gazette No.918/93, issue of corporations
and limited liability companies), the Company's
share capital was increased by GRD 44,080,000
corresponding to the issue of 4,408 new, common,
bearer shares. The increase was effected through
the revaluation of machinery and equipment corresponding
to GRD 18,750,894 in application of Law 1731/87,
the capitalization of tax-exempt reserves amounting
to GRD 25,321,684 according to Law 1828/89 and
a cash payment of GRD 7,422. As a result, the
share capital rose to GRD 996,080,000.
8. Following the resolution of the Shareholders'
Ordinary General Meeting held on 30.06.1994 (filed
in Government Gazette No.28/95, issue of corporations
and limited liability companies), the Company's
share capital was increased by GRD 592,960,000,
thus totalling GRD 1,589,040,000 divided into
158,904 common, registered shares with a nominal
value of GRD 10,000 each. The capital increase
resulted from the revaluation of the Company's
real estate assets by GRD 62,283,291 in accordance
with the provisions of Law 2065/92, the capitalization
of tax-exempt reserves accrued according to Law
1828/89 and the cash payment of GRD 35,865. The
share capital's increase was duly certified by
the Board of Directors during its meeting held
on 29.12.1994 (Government Gazette No.7233/95,
issue of corporations and limited liability companies).
9. Following the resolution of the Shareholders'
Self-summoned Extraordinary General Meeting held
on 26.02.1997, whose minutes were published in
Government Gazette No.6969/97, issue of corporations
and limited liability companies, the Company's
share capital was increased by GRD 35,000,000
following the absorption of Technografiki S.A.
by the Company, which was carried out in accordance
with the provisions of Law 2166/93. As a result,
the share capital rose to a total of GRD 1,624,040,000,
divided into 162,404 common registered shares
with a nominal value of GRD 10,000 each. The capital
increase was duly certified by the Board of Directors
during the meeting held on 20.11.1997 and published
in Government Gazette No.2584/20.05.1998, issue
of corporations and limited liability companies.
10. Following the resolution of the Shareholders'
Ordinary General Meeting held on 30.06.1998, the
Company's share capital was increased by GRD 2,325,960,000,
reaching a total of GRD 3,950,000,000. The capital
increase was effected through the revaluation
of the Company's real-estate assets by GRD 104,614,328,
the capitalization of the reserves formed in accordance
with the provisions of Law 1828/89 amounting to
GRD 1,114,593,933, and the capitalization of the
already taxed reserves accrued according to the
provisions of Law 2579/81 representing GRD 106,751,739.
Simultaneously and in accordance with the same
resolution, the nominal value of each share was
decreased to GRD 200. Consequently, the Company's
share capital of GRD 3,950,000,000 was divided
into 19,750,000 common registered shares with
a nominal value of GRD 200 each. The minutes of
the above General Meeting and the corresponding
changes to the Company's Statutes, article 5,
were submitted to the Athens Prefecture and received
the latter's ratification.
11. Following the resolution of the Shareholders'
Self-summoned Extraordinary General Meeting held
on 27.08.1998, the Company's share capital was
increased by GRD 1,050,000,000, as follows: by
GRD 1,000,000,000 in cash through a public offering
by the issue of 5,000,000 common registered shares
with a nominal value of GRD 200 each, and by GRD
50,000,000 in cash through a private placement
by the issue of 250,000 common registered shares
with a nominal value of GRD 200 each. As a result,
the Company's share capital reached GRD 5,000,000,000
(fully paid up), divided into 25,000,000 common
registered shares with a nominal value of GRD
200 each.
12. Following the resolution of the Shareholders'
Ordinary General Meeting held on 17.061999, all
the Company's common registered shares were converted
to book-entry (dematerialized) shares, pursuant
to Capital Market Commission's resolution of 02.03.1999
and the provisions of Law 2396/96.
13. The Shareholders' Extraordinary General Meeting
held on 16.09.1999 unanimously endorsed a capital
increase effected as follows:
a) GRD 5,000,000,000 corresponding to the capitalization
of above-par reserves and the issue of 25,000,000
bonus common registered shares with a nominal
value of GRD 200 each. The new shares were distributed
to existing shareholders at a ratio of one new
per one existing share; and,
b) GRD 5,060,000,000 through the issue of 25,300,000
new common registered shares, with a nominal value
of GRD 200 each, payable in cash at an offered
price of GRD 2,500 each. Of this total, 25,000,000
shares were offered on a pre-emptive right basis
to existing shareholders at the ratio of one new
share per one existing share, while the remaining
300,000 shares (for which existing shareholders
waived their pre-emptive right) were distributed
at the Board of Directors' discretion to selected
company executives and employees.
14. Following the resolution of the Ordinary
General Meeting of shareholders held on 22.6.2001:
a) The Company's share capital was increased
by GRD 335,085,000 by the capitalization of i)
GRD 103,447,613 from reserve account "Differences
from the revaluation of other assets" and
ii) GRD 231,637,387 from reserve account "Share
premium" through the increase of the nominal
value of each share from GRD 200 to GRD 204.45,
b) Pursuant to Law 2842/2000, the nominal value
of each share and the Company's share capital
were denominated in euros, i.e. each share's nominal
value in sixty cents (0.60) of a euro and the
Company's share capital in 45,180,000 euros.
As a result, the share capital amounted to 45,180,000
euros or GRD 15,395,085,000, fully paid up divided
into 75,300,000 registered shares of a nominal
value of 0.60 euros each (or GRD 204.45 each).
15. Following the resolution of the Ordinary
General Meeting of the Shareholders held on 21.6.2002
the nominal value of the Company's shares and
the share capital were denominated exclusively
in euros.
As a result the Company's share capital amounted
to 45,180,000 euros, fully paid-up divided in
75,300,000 registered shares of a nominal value
of 0.60 euros each.
16. Following the resolution of the Extraordinary
General Meeting of the Shareholders held on 16.2.2004
the Company's share capital:
a) Was increased by 827,862 euros through the
cancellation of 1,379,770 of the Company's own
shares (treasury stock), of a nominal value of
0.60 euros each and
b) Was increased by 827,862 euros through the
issue and distribution to existing shareholders
of 1,379,770 new bonus shares of a nominal value
of 0.60 euros each, with an equal capitalization
from the reserve account "Share premium".
As a result the Company's share capital amounts
to 45,180,000 euros, fully paid up divided into
75,300,000 registered shares of a nominal value
of 0.60 euros each.
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