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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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