\u201cEXPLANATORY REPORT<\/p>\n
PURSUANT TO PARAGRAPH 1 OF ARTICLE 26A OF CODIFIED LAW 2190\/1920 AND PARAGRAPH 2 OF ARTICLE 19 OF LAW 3556\/2007 OF
\n\u2018EKTER TECHNICAL \u2013 CONSTRUCTION \u2013 REAL ESTATE \u2013 HOTEL \u2013 COMMERCIAL \u2013 MANUFACTURING SOCIETE ANONYME\u2019
\nON THE MATTERS OF THE AGENDA
\nOF THE EXTRAORDINARY GENERAL MEETING OF THE SHAREHOLDERS THAT WAS HELD ON WEDNESDAY, 19 DECEMBER 2007
\nMATTERS OF THE AGENDA<\/p>\n
FIRST MATTER: Decision on the buy-out of 100% of the shares of the company with the corporate name \u2018IFIKLIS TECHNICAL \u2013 CONSTRUCTION \u2013 TOURIST \u2013 HOTEL \u2013 SHIPPING \u2013 COMMERCIAL SOCIETE ANONYME\u2019 and the issue of the special authorisation of paragraph 2 of article 23a of Codified Law 2190\/1920.
\nSECOND MATTER: The amendment of the Company\u2019s 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\u2019s articles of association in accordance with paragraph 2 of article 4 in combination with paragraph 10 of article 79 of Law 3604\/2007.
\nTHIRD 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.
\nFOURTH 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.
\nFIFTH MATTER: Miscellaneous matters \u2013 Announcements.
\nThe first matter of the agenda proposes the buy-out of 100% of the shares of the company with the corporate name \u2018IFIKLIS TECHNICAL \u2013 CONSTRUCTION \u2013 TOURIST \u2013 HOTEL \u2013 SHIPPING \u2013 COMMERCIAL SOCIETE ANONYME\u2019 (\u2018IFIKLIS S.A.\u2019). 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\u2019s owners\u2019 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.
\nFollowing 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.
\nThe 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\u2019s 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.
\nIt 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.
\nThe second matter of the agenda proposes the said amendments so that the Company\u2019s 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\u2019s articles of association is as follows:
\nCHAPTER A\u2019
\nINCORPORATION \u2013 CORPORATE NAME \u2013 SEAT \u2013 TERM \u2013 SCOPE
\nArticle 1
\nIncorporation \u2013 Corporate Name
\nThe Hellenic societe anonyme with the corporate name \u2018EKTER TECHNICAL \u2013 CONSTRUCTION \u2013 REAL ESTATE \u2013 HOTEL \u2013 COMMERCIAL \u2013 MANUFACTURING SOCIETE ANONYME\u2019 and distinct title \u2018EKTER S.A.\u2019 is hereby incorporated.
\nArticle 2
\nSeat
\nThe 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.
\nArticle 3
\nTerm
\nThe Company\u2019s term ends on 4 October 2033.
\nArticle 4
\nScope
\nThe Company\u2019s scope is:
\n4.1\u00a0To 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.
\n4.2\u00a0To undertake and elaborate studies and research work of any nature whatsoever relative to the aforementioned technical works.
\n4.3\u00a0To 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.
\n4.4\u00a0To 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.
\n4.5\u00a0To erect and\/or purchase and\/or lease hotels and, in general, tourist facilities and relative undertakings.
\n4.6\u00a0To import from abroad materials, machinery and items that are used in the activities noted in the above paragraphs so as to facilitate the Company\u2019s 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.
\n4.7\u00a0To 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.
\n4.8\u00a0To 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\u2019s activities:
\na.\u00a0to 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.
\nb.\u00a0In 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\u2019s 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.
\n4.9\u00a0In order to achieve its scope, the Company may:
\na.\u00a0participate 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.
\nb.\u00a0merge 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.
\nc.\u00a0execute 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).
\n4.10\u00a0In 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.
\nCHAPTER B\u2019
\nSHARE CAPITAL \u2013 SHARES \u2013 SHAREHOLDERS
\nArticle 5
\nThe Company\u2019s share capital, which was initially set by the Company\u2019s 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:
\n1.\u00a0With a decision dated 6 March 1974, the Company\u2019s share capital increased by an amount of 7,000,000 Drachmae, which was paid in cash (Hellenic Government Gazette 1391\/22.06.1974).
\n2.\u00a0With a decision dated 26 December 1977, the Company\u2019s share capital increased by an amount of 5,000,000 Drachmae, which was paid in cash (Hellenic Government Gazette 729\/04.02.1978).
\n3.\u00a0With a decision dated 20 March 1978, the Company\u2019s share capital increased by an amount of 3,000,000 Drachmae, which was paid in cash (Hellenic Government Gazette 2720\/06.09.1978).
\n4.\u00a0With a decision dated 30 June 1978, the Company\u2019s share capital increased by an amount of 15,000,000 Drachmae, which was paid in cash (Hellenic Government Gazette 1755\/25.05.1979).
\n5.\u00a0With a decision dated 29 December 1979, the Company\u2019s share capital increased by an amount of 11,500,000 Drachmae, which was paid in cash (Hellenic Government Gazette 446\/11.03.1980).
\n6.\u00a0With a decision dated 30 June 1982, the Company\u2019s share capital increased by an amount of 500,000 Drachmae, which was paid in cash (Hellenic Government Gazette 3315\/02.08.1982).
\n7.\u00a0With a decision dated 25 May 1983, the Company\u2019s share capital increased by an amount of 23,000,000 Drachmae, which was paid in cash (Hellenic Government Gazette 1868\/15.06.1983).
\n8.\u00a0With a decision dated 30 June 1985, the Company\u2019s share capital increased by an amount of 30,000,000 Drachmae, 25,000,000 Drachmae of which arose from the capitalisation of the Company\u2019s extraordinary reserve while the remaining amount of 5,000,000 Drachmae was paid in cash (Hellenic Government Gazette 3170\/20.09.1985).
\n9.\u00a0With a decision dated 30 June 1990, the Company\u2019s 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\u2019s 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].
\n10.\u00a0With a decision dated 30 December 1993, the Company\u2019s share capital increased by an amount of 59,220,000 Drachmae, 59,219,194 Drachmae of which arose from the capitalisation of the Company\u2019s 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).
\n11.\u00a0With a decision dated 14 March 1994 of the General Meeting of the shareholders, the nominal value of the Company\u2019s shares decreased from 5,000 Drachmae to 100 Drachmae and the Company\u2019s total number of shares increased from 32,224 to 1,612,200, while the Company\u2019s 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\u2019s 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\u2019s articles of association, to a share premium reserve. Of the total number of the Company\u2019s 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\u2019s old shareholders and associates via private placement. The General Meeting of the shareholders, with the same decision, decided to list all of the Company\u2019s shares on the Secondary Market of the Athens Stock Exchange (Hellenic Government Gazette 7043\/22.12.1994).
\n12.\u00a0With a decision dated 24 June 1998 of the General Meeting of the shareholders, the Company\u2019s 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\u2019s immovables in accordance with Law 2065\/92, while the remaining value of 90,667,787 Drachmae arose from the Company\u2019s 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\u2019s shareholders at a ratio of one (1) new share to two (2) old shares.
\n13.\u00a0With a decision dated 1 April 1994 of the General Meeting of the shareholders, the Company\u2019s 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\u2019s 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\u2019s articles of association, to a share premium reserve.
\n14.\u00a0With 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\u2019s shares and the Company\u2019s share capital with the purpose of expressing these in Euros. For this purpose, the General Meeting of the shareholders decided to increase the Company\u2019s 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\u2019s shares from 100 Drachmae to 102.225 Drachmae or 0.30 Euros.
\n15.\u00a0Finally, following a decision dated 20 August 2002 of the 1st Repeat Extraordinary General Meeting of the shareholders, the Company\u2019s 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.
\n16.\u00a0With the same decision of the 1st Repeat Extraordinary General Meeting dated 20 August 2002, the nominal value of the Company\u2019s 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.
\nThus, the Company\u2019s 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.
\nArticle 6
\n6.1\u00a0The Company\u2019s shares are registered.
\n6.2\u00a0Registered 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.
\nArticle 7
\n7.1\u00a0Shareholders, regardless of their place of residence, are deemed, as regards their relations with the Company, to permanently reside at the Company\u2019s seat and come under the provisions of Hellenic law. If a shareholder resides outside the Company\u2019s seat, the shareholder is obligated to appoint a proxy attorney within the Company\u2019s 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\u2019s seat.
\n7.2\u00a0Any 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\u2019s seat, solely before which appeals may be filed, unless the law stipulates otherwise.
\nCHAPTER C\u2019
\nMANAGEMENT AND REPRESENTATION
\nArticle 8
\n8.1\u00a0The 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.
\nMembers 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.
\n8.2\u00a0In 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).
\n8.3\u00a0In 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.
\n8.4\u00a0The Board of Directors is the competent body for issuing common bond loans or with convertible debentures.
\nArticle 9
\n9.1\u00a0The Board of Directors elects its Chairman and Vice-Chairman and the Company\u2019s Managing Director from its members for the duration of its term. The same person may be elected the Company\u2019s Managing Director and Chairman or Vice-Chairman of the Board of Directors.
\n9.2\u00a0In 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.
\nArticle 10
\n10.1\u00a0The Board of Directors convenes at the Company\u2019s seat.
\n10.2\u00a0The Board of Directors may convene via a teleconference.
\n10.3\u00a0The 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\u2019s Managing Director or by any executive member of the Board of Directors.
\nArticle 11
\nIn 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.
\nArticle 12
\n12.1\u00a0The Board of Directors, with a relative decision, may directly assign the Company\u2019s representation, as regards certain acts, to other members of the Board of Directors or to the Company\u2019s employees or to third parties.
\n12.2\u00a0The Board of Directors appoints the Company\u2019s 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\u2019 Experience.
\nCHAPTER D\u2019
\nGENERAL MEETING OF THE SHAREHOLDERS
\nArticle 13
\nThe Chairman of the Board of Directors and, in the case of his absence, his deputy and, in the case of the latter\u2019s 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.
\nCHAPTER E\u2019
\nBUSINESS YEAR
\nArticle 14
\nThe Company\u2019s administrative year begins on January 1 and ends on December 31 of each year.
\nCHAPTER F\u2019
\nDISTRIBUTION OF PROFITS \u2013 FINAL PROVISION
\nArticle 15
\nFollowing the deduction of the net profits stipulated for the establishment of the statutory reserve, the Company\u2019s remaining profits shall be distributed following a decision of the General Meeting of the shareholders.
\nArticle 16
\nAny 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.
\n[\u2026]
\nThe third matter of the agenda is in compliance with article 18 of Codified Law 2190\/1920.
\nThe 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\u2019s interests, as stipulated by paragraph 3a of article 22a of Codified Law 2190\/1920.
\nAthens, 23 November 2007
\nThe Board of Directors\u201d<\/p>\n<\/div>\n
<\/p>\n","protected":false},"excerpt":{"rendered":"
\u201cEXPLANATORY REPORT PURSUANT TO PARAGRAPH 1 OF ARTICLE 26A OF CODIFIED LAW 2190\/1920 AND PARAGRAPH 2 OF ARTICLE 19 OF LAW 3556\/2007 OF \u2018EKTER TECHNICAL \u2013 CONSTRUCTION \u2013 REAL ESTATE \u2013 HOTEL \u2013 COMMERCIAL \u2013 MANUFACTURING SOCIETE ANONYME\u2019 ON THE MATTERS OF THE AGENDA OF THE EXTRAORDINARY GENERAL MEETING OF THE SHAREHOLDERS THAT WAS HELD […]<\/p>\n","protected":false},"author":1,"featured_media":0,"comment_status":"closed","ping_status":"open","sticky":false,"template":"","format":"standard","meta":{"_acf_changed":false,"footnotes":""},"categories":[58],"tags":[],"class_list":["post-4995","post","type-post","status-publish","format-standard","hentry","category-press-releases-announcements"],"acf":[],"yoast_head":"\n