“EXPLANATORY REPORT
PURSUANT TO PARAGRAPH 1 OF ARTICLE 26A OF CODIFIED LAW 2190/1920 AND PARAGRAPH 2 OF ARTICLE 19 OF LAW 3556/2007 OF
‘EKTER TECHNICAL – CONSTRUCTION – REAL ESTATE – HOTEL – COMMERCIAL – MANUFACTURING SOCIETE ANONYME’
ON THE MATTERS OF THE AGENDA
OF THE EXTRAORDINARY GENERAL MEETING OF THE SHAREHOLDERS THAT WAS HELD ON WEDNESDAY, 19 DECEMBER 2007
MATTERS OF THE AGENDA
FIRST MATTER: Decision on the buy-out of 100% of the shares of the company with the corporate name ‘IFIKLIS TECHNICAL – CONSTRUCTION – TOURIST – HOTEL – SHIPPING – COMMERCIAL SOCIETE ANONYME’ and the issue of the special authorisation of paragraph 2 of article 23a of Codified Law 2190/1920.
SECOND MATTER: The amendment of the Company’s articles of association, so that these may be in harmony with the provisions of Codified Law 2190/1920, as it is in force today, in accordance with paragraph 10 of article 79 of Law 3604/2007, and, specifically, the amendment of articles 1, 2, 3, 5, 7, 8, 9, 10, 12, 15, 21, 25, 27 and 30, the annulment of articles 6, 11, 13, 14, 16, 17, 18, 19, 20, 22, 23, 24, 26, 28 and 29 and the renumbering of the Company’s articles of association in accordance with paragraph 2 of article 4 in combination with paragraph 10 of article 79 of Law 3604/2007.
THIRD MATTER: Ratification of the election of Mr Pavlos Psillakis, son of George, as an executive member of the Board of Directors in replacement of Mr Charis Triantafyllou, son of Ioannis, who resigned from his position and approval of the acts and decisions of the new Board of Directors.
FOURTH MATTER: Issue of authorisation to the members of the Board of Directors, in accordance with paragraph 1 of article 23 of Codified Law 2190/1920, as it is in force.
FIFTH MATTER: Miscellaneous matters – Announcements.
The first matter of the agenda proposes the buy-out of 100% of the shares of the company with the corporate name ‘IFIKLIS TECHNICAL – CONSTRUCTION – TOURIST – HOTEL – SHIPPING – COMMERCIAL SOCIETE ANONYME’ (‘IFIKLIS S.A.’). The said buy-out was deemed expedient by the Board of Directors given that IFIKLIS S.A. is a technical company that is active in the construction sector and that has held a class 3 degree of the Register of Contracting Companies of the General Secretariat of Public Works of the Ministry for the Environment, Physical Planning and the Environment since 2005 for all categories of works (construction, electrical-mechanical, water, road, energy and port), which may be extended to a class 4 degree in 2008. The company’s owners’ equity, as of 30 June 2007, amounted to approximately 1.6 million Euros, while its forecasted turnover for 2007 is expected to reach approximately 2.0 million Euros.
Following the buy-out, EKTER S.A., which holds a class 6 degree of the Register of Contracting Companies of the General Secretariat of Public Works of the Ministry for the Environment, Physical Planning and the Environment and which can undertake or participate in works that are carried outside the prefecture of its seat with a budget that exceeds 10.5 million Euros and within the prefecture of its seat with a budget that exceeds 5.250 million Euros per work category, will be able, via IFIKLIS S.A., to undertake or participate in works of a smaller scale of a budget of at least 3.750 million Euros per work category, an area that is currently expanding and that is appealing in terms of most of the categories of technical works of the public sector.
The consideration of the buy-out was set at 2,250,000 Euros, following an assessment that was carried out by an independent certified auditors accountants firm. The amount will be covered by the Company’s available capital. The transaction will be submitted for approval before the extraordinary general meeting of the shareholders that was called today by the Board of Directors to convene and that will convene on 19 December 2007 at 14.00. The said meeting will be called to approve the transaction pursuant to article 23a of Codified Law 2190/1920 whereas the sellers come under the provisions of the said article.
It should be noted that the said transaction must be approved in accordance with article 23a of Codified Law 2190/1920 whereas sellers Mrs Christine Kavetsou, daughter of Ioannis, is a relative of first line of descent (daughter) of Mr Ioannis Kavetsos, Managing Director of the Company, and Mr Nikolaos Bouzas, son of Ioannis, and Mr Constantine Bouzas, son of Ioannis, are relatives of third line of descent (sons of the sister / niece) of Mr Athanasios Sipsas, Chairman of the Board of Directors of the Company.
The second matter of the agenda proposes the said amendments so that the Company’s articles of association may be in harmony with the new provisions of Codified Law 2190/1920 following the ratification of Law 3604/2007 so that the Company may make full use of the transitional capacities of the new law. The proposed draft of the Company’s articles of association is as follows:
CHAPTER A’
INCORPORATION – CORPORATE NAME – SEAT – TERM – SCOPE
Article 1
Incorporation – Corporate Name
The Hellenic societe anonyme with the corporate name ‘EKTER TECHNICAL – CONSTRUCTION – REAL ESTATE – HOTEL – COMMERCIAL – MANUFACTURING SOCIETE ANONYME’ and distinct title ‘EKTER S.A.’ is hereby incorporated.
Article 2
Seat
The Company is seated in the Municipality of Athens. Following a decision of the Board of Directors, the Company may establish branches in other cities both in Greece and abroad. The said decision of the Board of Directors shall set the terms of operation, the nature and the extent of the activities of the branches.
Article 3
Term
The Company’s term ends on 4 October 2033.
Article 4
Scope
The Company’s scope is:
4.1 To undertake and execute, in Greece or abroad, technical works, of any nature and form whatsoever, of Public, Municipal and Legal Entities of Public and Private Law and natural entities or Organisations or Cooperatives, such as construction works, road works, bridge works, railway works, port works, industrial works, airport works, refinery works, water works, electrical-mechanical works, energy works, environmental works and any other relative work.
4.2 To undertake and elaborate studies and research work of any nature whatsoever relative to the aforementioned technical works.
4.3 To purchase immovables, in general, with the purpose of reselling these and to purchase, at any consideration whatsoever, lots or construction buildings with the purpose of erecting thereon structures, apartments, offices, stores, storage facilities, hotels, etc., of any nature whatsoever, with the purpose of reselling or utilising these via a lease or any other means whatsoever.
4.4 To establish and utilise factories that manufacture construction products, of any nature whatsoever, and materials, in general, that are used in the construction of technical works and to trade the said products and materials, as well as to construct and utilise factories that destroy and recycle industrial products.
4.5 To erect and/or purchase and/or lease hotels and, in general, tourist facilities and relative undertakings.
4.6 To import from abroad materials, machinery and items that are used in the activities noted in the above paragraphs so as to facilitate the Company’s scope and to act as an agent, in Greece, of commercial and manufacturing Hellenic or foreign firms, of any status whatsoever, with the same or similar scope.
4.7 To operate any and all relative technical, hotel and tourist undertakings, as well as commercial or manufacturing undertakings with a scope similar to or with the same scope as that noted above.
4.8 To exercise, in Greece or abroad, a business activity in the sector of wind energy and the production of electricity from the exploitation of wind potential. The following are included (restrictively) among the Company’s activities:
a. to create and exploit wind parks in Greece and abroad and to allocate the electricity produced in accordance with the local relative legislation in force; to import and trade wind-powered generators and any relative mechanical or other equipment necessary for the installation and operation of wind parks; to create, in Greece, a facility for the manufacture (or co-manufacture) of both wind-powered generators and the aforementioned equipment and to trade these; to execute infrastructure works for the installation and operation of wind parks; to elaborate relative studies and to provide consulting services in the sector of wind energy; and, in general, to execute any other activity that, directly or indirectly, is associated or that promotes the achievement of the aforementioned corporate scope.
b. In order to achieve the aforementioned scope, the Company may establish other companies and participate, under any status whatsoever, in any related undertaking that either currently exists or that will be established in the future; establish branches in Greece and abroad and collaborate and associate, in any manner whatsoever, with natural or legal entities that pursue scopes similar to or the same scopes as the Company’s scopes that are located in Greece or abroad; make investments, of any nature whatsoever, in Greece and abroad and create joint ventures in Greece and abroad.
4.9 In order to achieve its scope, the Company may:
a. participate in or collaborate with, in any manner whatsoever, technical, commercial, manufacturing and hotel companies and, in general, undertakings that currently exist or will be established in the future that have the same or similar scope.
b. merge with another undertaking or absorb other related undertakings, sole proprietorships or corporate undertakings, or transfer a sector to an existing undertaking or a newly-incorporated undertaking.
c. execute all of the aforementioned activities either on its behalf or on behalf of third parties at a commission or percentage, either in the form of a partnership or in collaboration with third natural or legal entities (consortium).
4.10 In order to achieve its scope, the Company may, following a decision of the Board of Directors, issue guarantees in favour of companies and, in general, undertakings or consortiums in which or with which the Company participates or collaborates, respectively, in any manner whatsoever, providing any and all securities, of any nature whatsoever, contractual or collateral.
CHAPTER B’
SHARE CAPITAL – SHARES – SHAREHOLDERS
Article 5
The Company’s share capital, which was initially set by the Company’s articles of association at 5,000,000 Drachmae divided into 1,000 shares of a nominal value of 5,000 Drachmae each (Hellenic Government Gazette 1715/04.10.73), was successively increased with the decisions of the General Meetings noted below with the corresponding amounts and with the issue of a corresponding number of new shares of a nominal value of 5,000 Drachmae each:
1. With a decision dated 6 March 1974, the Company’s share capital increased by an amount of 7,000,000 Drachmae, which was paid in cash (Hellenic Government Gazette 1391/22.06.1974).
2. With a decision dated 26 December 1977, the Company’s share capital increased by an amount of 5,000,000 Drachmae, which was paid in cash (Hellenic Government Gazette 729/04.02.1978).
3. With a decision dated 20 March 1978, the Company’s share capital increased by an amount of 3,000,000 Drachmae, which was paid in cash (Hellenic Government Gazette 2720/06.09.1978).
4. With a decision dated 30 June 1978, the Company’s share capital increased by an amount of 15,000,000 Drachmae, which was paid in cash (Hellenic Government Gazette 1755/25.05.1979).
5. With a decision dated 29 December 1979, the Company’s share capital increased by an amount of 11,500,000 Drachmae, which was paid in cash (Hellenic Government Gazette 446/11.03.1980).
6. With a decision dated 30 June 1982, the Company’s share capital increased by an amount of 500,000 Drachmae, which was paid in cash (Hellenic Government Gazette 3315/02.08.1982).
7. With a decision dated 25 May 1983, the Company’s share capital increased by an amount of 23,000,000 Drachmae, which was paid in cash (Hellenic Government Gazette 1868/15.06.1983).
8. With a decision dated 30 June 1985, the Company’s share capital increased by an amount of 30,000,000 Drachmae, 25,000,000 Drachmae of which arose from the capitalisation of the Company’s extraordinary reserve while the remaining amount of 5,000,000 Drachmae was paid in cash (Hellenic Government Gazette 3170/20.09.1985).
9. With a decision dated 30 June 1990, the Company’s share capital increased by an amount of 2,000,000 Drachmae, 1,838,416 Drachmae of which arose from the capitalisation of the goodwill that resulted from the readjustment of the value of the Company’s immovables, in accordance with the provisions of joint decision No. E2665/88 of the Minister of National Economy and Minister of Finance, while the remaining amount of 161,584 Drachmae was paid in cash [Fund for Personnel of the National Printing Office (T.A.P.E.T.) 30876/10.06.1992].
10. With a decision dated 30 December 1993, the Company’s share capital increased by an amount of 59,220,000 Drachmae, 59,219,194 Drachmae of which arose from the capitalisation of the Company’s taxed reserves, in accordance with the provisions of paragraph 6 of article 42 of Law 2065/1992, while the remaining amount of 806 Drachmae was paid in cash (Hellenic Government Gazette 458/04.02.1994).
11. With a decision dated 14 March 1994 of the General Meeting of the shareholders, the nominal value of the Company’s shares decreased from 5,000 Drachmae to 100 Drachmae and the Company’s total number of shares increased from 32,224 to 1,612,200, while the Company’s share capital increased by 38,780,000 Drachmae with the issue of 387,800 common bearer shares of a nominal value of 100 Drachmae and a purchase price of 1,000 Drachmae each. The difference between the purchase price and the nominal value of the Company’s shares, of an amount of 900 Drachmae per share, in other words a total amount of 349,020,000 (387,800 x 900) Drachmae, was transferred, in accordance with the law and the Company’s articles of association, to a share premium reserve. Of the total number of the Company’s new shares, 260,900 shares were offered to the public via public offering in accordance with the provisions of Presidential Decree 350/1985, while the remaining 126,900 shares were offered to the Company’s old shareholders and associates via private placement. The General Meeting of the shareholders, with the same decision, decided to list all of the Company’s shares on the Secondary Market of the Athens Stock Exchange (Hellenic Government Gazette 7043/22.12.1994).
12. With a decision dated 24 June 1998 of the General Meeting of the shareholders, the Company’s share capital increased by 100,000,000 Drachmae, 9,332,213 Drachmae of which arose from the goodwill that resulted from the readjustment of the value of the Company’s immovables in accordance with Law 2065/92, while the remaining value of 90,667,787 Drachmae arose from the Company’s reserves, with the issue of 1,000,000 new shares of a nominal value of 100 Drachmae each that were offered free of charge to the Company’s shareholders at a ratio of one (1) new share to two (2) old shares.
13. With a decision dated 1 April 1994 of the General Meeting of the shareholders, the Company’s share capital increased by 600,000,000 Drachmae with the issue of 6,000,000 new registered shares of a nominal value of 100 Drachmae and a purchase price of 900 Drachmae each and at a ratio of two (2) new shares to one (1) old share. The difference between the issue price and the nominal value of the Company’s shares, of an amount of 800 Drachmae per share, in other words 4,800,000,000 Drachmae (6,000,000 x 800), shall be transferred, in accordance with the law and the Company’s articles of association, to a share premium reserve.
14. With its decision dated 27 June 2001, the General Meeting of the shareholders decided to convert and round, in accordance with the provisions of Law 2842/2000, the nominal value of the Company’s shares and the Company’s share capital with the purpose of expressing these in Euros. For this purpose, the General Meeting of the shareholders decided to increase the Company’s share capital by an amount of 20,025,000 Euros, with the capitalisation of the reserve from value adjustment of immovable assets and to increase the nominal value of the Company’s shares from 100 Drachmae to 102.225 Drachmae or 0.30 Euros.
15. Finally, following a decision dated 20 August 2002 of the 1st Repeat Extraordinary General Meeting of the shareholders, the Company’s share capital increased by three million six hundred thousand (3,600,000.00) Euros due to the equivalent contribution of the share capital of IFAISTOS TECHNICAL SOCIETE ANONYME, within the framework of the approved merger by absorption of the latter by EKTER S.A., in accordance with the provisions of Codified Law 2190/1920 and Law 2166/1993.
16. With the same decision of the 1st Repeat Extraordinary General Meeting dated 20 August 2002, the nominal value of the Company’s existing 9,000,000 common registered shares increased from 0.30 Euros to 0.56 Euros each and 2,250,000 new common registered shares were issued at a nominal value of 0.56 Euros each, which were offered, in accordance with the agreed upon exchange ratio, to the shareholders of the absorbed company IFAISTOS TECHNICAL SOCIETE ANONYME.
Thus, the Company’s share capital amounts to six million three hundred thousand (6,300,000.00) Euros divided into 11,250,000 common registered shares of a nominal value of 0.56 Euros each.
Article 6
6.1 The Company’s shares are registered.
6.2 Registered shares, provided the law so stipulates, may be converted to bearer shares and, conversely, bearer shares may be converted to registered shares with a decision of the General Meeting of the shareholders, which must be reached with a simple majority of the usual quorum and with the amendment of the present article.
Article 7
7.1 Shareholders, regardless of their place of residence, are deemed, as regards their relations with the Company, to permanently reside at the Company’s seat and come under the provisions of Hellenic law. If a shareholder resides outside the Company’s seat, the shareholder is obligated to appoint a proxy attorney within the Company’s seat. If the said shareholder does not appoint a proxy attorney, the Company shall have the right to initiate the judicial and extrajudicial communications and services that concern his person before the Secretary of the Court of First Instance of the Company’s seat.
7.2 Any dispute that may arise between the Company and its shareholders, as well as any dispute that may arise between the Company and third parties, shall come under the exclusive competency and jurisdiction of the courts of the Company’s seat, solely before which appeals may be filed, unless the law stipulates otherwise.
CHAPTER C’
MANAGEMENT AND REPRESENTATION
Article 8
8.1 The Company is managed by the Board of Directors, which is comprised of three (3) to nine (9) members, who are elected by the General Meeting of the shareholders and who may be shareholders or non-shareholders, as well as legal entities.
Members of the Board of Directors are elected for a term of five (5) years, which may be extended until the ordinary General Meeting of the shareholders that shall convene following the expiation of their term.
8.2 In the case in which a member of the Board of Directors resigns, passes away or forfeits, in any manner whatsoever, his capacity, the remaining members of the Board of Directors may continue to manage and represent the Company without proceeding in the replacement thereof, under the condition that the number of remaining members is equal to more than half of the number of the members of the Board of Directors that existed prior to the said resignation, death or forfeiture, and which, in any case, may not be less than three (3).
8.3 In addition, in the case in which a member of the Board of Directors resigns, passes away or forfeits, in any manner whatsoever, his capacity, the Board of Directors may, provided the remaining members thereof are, at least, three (3), elect a member of the Board of Directors as a replacement of the member who resigned, passed away or forfeited, in any manner whatsoever, his capacity.
8.4 The Board of Directors is the competent body for issuing common bond loans or with convertible debentures.
Article 9
9.1 The Board of Directors elects its Chairman and Vice-Chairman and the Company’s Managing Director from its members for the duration of its term. The same person may be elected the Company’s Managing Director and Chairman or Vice-Chairman of the Board of Directors.
9.2 In the case in which the Chairman is unable to perform his duties, he shall be replaced by the Vice-Chairman or by any Director who has been appointed for this reason by the Board of Directors.
Article 10
10.1 The Board of Directors convenes at the Company’s seat.
10.2 The Board of Directors may convene via a teleconference.
10.3 The minutes of the Board of Directors are signed by all the members of the Board of Directors and are ratified by the Chairman of the Board of Directors or by the Company’s Managing Director or by any executive member of the Board of Directors.
Article 11
In the case of a tie vote as regards the decisions of the Board of Directors, the vote of the Chairman of the Board of Directors shall prevail.
Article 12
12.1 The Board of Directors, with a relative decision, may directly assign the Company’s representation, as regards certain acts, to other members of the Board of Directors or to the Company’s employees or to third parties.
12.2 The Board of Directors appoints the Company’s Technical Director, in accordance with paragraph 4 of article 7 of Presidential Decree 472/1985, who shall be appointed among the members of the Board of Directors who are registered in the Register of Constructors’ Experience.
CHAPTER D’
GENERAL MEETING OF THE SHAREHOLDERS
Article 13
The Chairman of the Board of Directors and, in the case of his absence, his deputy and, in the case of the latter’s absence, the member of the Board of Directors of the members who are present with the most seniority temporarily chairs the General Meeting of the shareholders and elects, from the shareholders who are present, the Secretary until the General Meeting of the shareholders ratifies the list of shareholders who have the right to attend the General Meeting of the shareholders that elects the praesidium, which is comprised of the Chairman and one (1) Secretary, who also acts as teller.
CHAPTER E’
BUSINESS YEAR
Article 14
The Company’s administrative year begins on January 1 and ends on December 31 of each year.
CHAPTER F’
DISTRIBUTION OF PROFITS – FINAL PROVISION
Article 15
Following the deduction of the net profits stipulated for the establishment of the statutory reserve, the Company’s remaining profits shall be distributed following a decision of the General Meeting of the shareholders.
Article 16
Any case that is not stipulated or regulated by the present articles of association shall be regulated by the provisions of Law 2190/1920 relating to societes anonymes, as it is force each time.
[…]
The third matter of the agenda is in compliance with article 18 of Codified Law 2190/1920.
The fourth matter of the agenda is in compliance with article 23 of Codified Law 2190/1920 so that the members of the Board of Directors may participate in companies and Boards of Directors of companies that pursue scopes similar to those of the Company. It should be noted, however, that, in spite of the necessary approval of the General Meeting of the shareholders, the said persons shall be prohibited from pursuing personal interests that conflict with the Company’s interests, as stipulated by paragraph 3a of article 22a of Codified Law 2190/1920.
Athens, 23 November 2007
The Board of Directors”