February 12, 2007 Η AEGEK informs the investing public that on Monday February 12th 2007 at 13.00, the 2nd Repetitive Extraordinary General Meeting of AEGEK preferred shareholders was held in the company's offices in 18-20 Amaroussiou – Halandriou Street in Maroussi Municipality. From the total 3.195.000 preferred registered non-voting shares, 24 shareholders were present or represented with 1.136.824 shares, i.e. 35,581% of the total preferred share capital, which were deposited within the due deadline.
For the establishment of quorum, according to article 16 par. 4 of C.L. 2190/1920, 160.950 preferred shares owned by AEGEK were taken into consideration, which represent 5,038% of the total preferred share capital and were acquired within the context of the plan referring to the purchase of owned shares pursuant to the resolution of the General Meeting dated 29.6.2004. The said shares do not participate in the General Meeting with voting right. The General Meeting proceeded to the voting of the items of the agenda as follows:
1st ITEM: SHARE CAPITAL INCREASE
A. Approved:
(i) the increase of the share nominal value from Euro 1,20 to Euro 1,68 with respective increase of the share capital by Euro 51.851.101,44 through capitalization of part of the account "Reserves due to share issue" and simultaneously
(ii) the decrease of the share nominal value from Euro 1,68 to Euro 0,50 with respective decrease of the share capital by Euro 127.467.291,04 (a) through counterbalance of the loss (reserves) due to transition to the first-time adoption of the IFRS of the absorbed company EFKLIDIS, based on the transformation balance sheet thereof as of June 30th 2005, to the amount of Euro 96.772.988,73 and (b) through counterbalance of part of the loss of the account "Results carried forward" of the absorbed company EFKLIDIS, to the amount of Euro 8.091.053,24 and of the loss of the account "Results carried forward" of the absorbed company METON S.A., to the amount of Euro 22.603.249,07, based on the transformation balance sheets thereof as of June 30th 2005 and simultaneously
(iii) the increase of the company's share capital by Euro 54.011.564,00 through the issue of 108.023.128 new common voting shares of nominal value Euro 0,50 each, at the allocation price of Euro 0,60 each, with participation ratio one (1) new common share for each (1) old common or preferred share. The difference between the share issue price and nominal value (Euro 0,10) and Euro 10.802.312,80 in total shall be put onto the reserves due to share issue, according to the law and the company's articles of association.
B. After the above resolution, Article 5 of the company's Articles of Association was amended accordingly.
C. For the exercise of the preference right a fifteen-day (15) deadline was set, according to the law (article 13 par. 5 of L. 2190/1920) and the company's articles of association. The preference right creation date shall be set by the company's Board of Directors within the time-period provided for by the law and shall be announced to the public on time according to the provisions of the Athens Stock Exchange Regulation. The preference right start of exercise shall be realized within ten (10) working days since the creation date, according to the Athens Stock Exchange Regulation. The exact start and expiration date of the preference right exercise period shall be determined by the company's Board of Directors, shall be published in the Daily Prices Bulletin of the Athens Stock Exchange, in the Athens Stock Exchange and the company's website, in the Government Gazette and shall be announced to the investing public through the press.
D. Entitled to participate in the increase shall be all the shareholders that are registered in the company's Shareholders Register, which is kept by HELLENIC EXCHANGES S.A., after the end of the settlement of the transactions realized up to the end of the A.S.E. session on the working day prior to the preference right creation date as well as those that shall have acquired a preference right over the period of their negotiation in the A.S.E. From the preference right creation date and henceforth, the company's shares shall be negotiated in the A.S.E. without the said right in the present share capital increase. The preference rights shall be credited to the Accounts of every shareholder's quota in the Dematerialized Securities System at the start date of their negotiation. The rights are transferable and shall constitute an object of negotiation in the Electronic Transactions System of the A.S.E. during the preference right exercise deadline, except for the last four (4) working days of this deadline. Preference rights not exercised within the above deadline shall be erased.
E. During the preference right exercise deadline, the shareholders, along with the full exercise of their respective preference rights, shall be entitled to subscribe, at the allocation price set (€ 0,60), for the acquisition of additional new shares of the company that might eventually remain non-allocated, by depositing in parallel the respective capital. Thus, if some shares remain non-allocated after the exercise of the preference right, these can be allocated by the company’s Board of Directors to the following investors' categories, in priority order: 1. Entirely to the investors subscribed (if the demand for additional shares is either equal to or less than the number of non-allocated shares, through application as of the rest, i.e. after the exhaustion of demand, of the procedure of par. 3 below) 2. To the investors subscribed on a proportionate basis (if the demand for additional shares is higher than the number of non-allocated shares), on the basis of the number of shares that they have subscribed for (subscription right) in combination with the overall number of non-allocated shares and until the complete exhaustion of demand. In this case, any eventual bound subscription amounts over the cover shall be released and returned to the payees interest-free. 3. If, finally, despite the above, there are still non-allocated shares, the Board of Directors shall allocate the eventually non-allocated shares according to its judgment, otherwise, the company’s share capital shall increase by the amount of the final cover, according to article 13a of C.L. 2190/1920.
F. The allocation price per share is set to Euro 0,60. However, the allocation price can be higher than the stock exchange price during the old shares' preference right creation period. There shall be no issue of share fractions. The new shares that will arise from the above share capital increase shall bear the right to the collection of dividend from the profit of period 2007 if there is any profit for distribution.
2nd ITEM: AUTHORIZATION OF THE BoD FOR THE S.C.I. PROCEDURAL ACTIONS
The company's Board of Directors was authorized, with a possibility of further authorizing other members thereof or third parties, for the settlement of all the procedural issues pertaining to the increase and especially of those referring to the preparation of the Informational Bulletin, the granting of permits and approvals by the Capital Market Committee, the Athens Stock Exchange and the Hellenic Exchanges S.A., the definition of the exact start and end date for the preference right exercise deadline, the definition of the individual details and conditions to the subscription procedure, even by amendment of the above resolved subscriptions procedure with regard to the allocation of any eventually non-allocated shares, the listing of new shares in the Athens Stock Exchange and in general the care of and diligence for any other issue related to the realization of the share capital increase resolved.
3rd ITEM: AUTHORIZATION OF THE BoD TO PROCEED WITHIN A FIVE-YEAR PERIOD SINCE ITS GRANTING TO DECISION-MAKING ON S.C.I. AND/OR BOND LOAN ISSUE
The company's BoD was authorized (a) to proceed, according to article 6 par. 1(c) of the articles of association and article 13 par. 1(c) of the C.L. 2190/1920, within a five-year period, since the date that this authorization was granted, to share capital increase in part or in whole through the issue of new shares for an amount that cannot exceed the company’s deposited share capital as of the day that the said power was granted to the BoD and (b) to proceed, according to article 1 par 2 of L. 3156/2003 and articles 3(a) and 13 par 1 of C.L. 2190/1920 within a five-year period since the date that the said power was granted to the BoD, to the issue of a common bond loan and/or bond loan with convertible bonds, for an amount that cannot exceed the company's deposited share capital. In case of a share capital increase not realized through contribution in kind or issue of bonds with a right to their conversion in shares, a preference right is granted to the entire new capital or the bond loan, in favour of the shareholders at the time of the issue, depending on their participation in the existing share capital.
All the above items were approved with an affirmative vote of 975.874 shares on the total of the non-voting shareholders that were present or represented at the General Meeting, i.e. it was passed by 100% of the preferred voting share capital that was present or represented at the General Meeting.
Finally, the Chairman of the BoD proceeded to announcements related to the company's business policy on the sale of fixed assets to the end of reducing its liabilities.
More specifically, he announced the sale of (a) one plot of 8.131sm in 69 Amaroussiou – Halandriou Street in Maroussi of Attica to W-REAL ESTATE INVESTMENTS company for the price of Euro 3.800.000,00 and of (b) one plot of 8.437sm area in Amaroussiou – Halandriou and Kapsyli Streets in Maroussi of Attica to AXOS TRADING LIMITED company for the price of Euro 4.200.000,00.
Moreover he announced the sale of "MERLIN" estate of 608.000sm in Corfu to APE FIXED ASSETS REAL ESTATE TOURIST AND DEVELOPMENT S.A. company for a price of Euro 40.000.000,00.