"ELLINIKI TECHNODOMIKI TECHNICAL, INVESTMENT, INDUSTRIAL COMPANY S.A." ("ELTEB"), the shares whereof are listed and traded in the securities market of the Athens Exchange, hereby announces, in accordance with art. 10(1)1 of law 3340/2005 and art. 2 of Hellenic Capital Market Commission decision no. 3/347/12.07.2005, in conjunction with art. 281 of the Athens Exchange Regulations, as in force, that the Board of Directors of ELTEB, at its meeting of February 12, 2007, resolved upon the joint and parallel commencement of the following procedures: (a) ELTEB is to absorb, on account of the break-up of "PANTECHNIKI S.A." ("PANTECHNIKI"), part of its construction activities, together with PANTECHNIKI''s holdings in other enterprises,, in addition to assets and liabilities related thereto,, all of which shall be at to ELTEB''s choice, under and ain accordance with provisions of arts. 81(2) and 82-86 of consolidated law 2190/1920 in conjunction with arts. 1-5 of law 2166/1993, as in force; it is understood the remaining activities (other than those absorbed by ELTEB), and assets or liabilities related thereto, of PANTECHNIKI, namely the major part of its construction activities (including the contractor''s licence, it being of the 7th class), together with the rights on the registered trade name of PANTECHNIKI, these being estimated at about 12%-13% of PANTECHNIKI''s total assets and liabilities, shall be absorbed by a non-listed company beneficially held by PANTECHNIKI''s principal shareholders; (b) the spin-off from ELTEB of the construction division which is to be formed to receive the aforementioned construction activities, including assets and liabilities related thereto, of PANTECHNIKI''s, and its contribution to the fully owned, non-listed, subsidiary company unde the name "AKTOR S.A."; and (c) the spin-off from ELTEB of the division relating to technical project and its contribution to the fully owned, non-listed, subsidiary company under the name "ASTIKES ANAPTYXEIS S.A.". The spin-off referred to hereinabove shall be conducted according to arts. 1-5 of law 2166/1993, as in force.
For providence reasons relating to the the PANTECHNIKI, shareholders, all its shareholders (other than the principal shareholders in regard, though, to their percentage in the PANTECHNIKI''s assets and liabilities to be absorbed by a company beneficially held by them) shall exchange their shares in PANTECHNIKI with listed only shares of ELTEB, according to theshare exchange ratio set out hereibelow. Upon completion of the break-up, thehe existing ELTEB shareholders of ELTEB shall continue to hold the same number of ELTEB shares.
The transactions referred to hereinabove shall have as a commencement / reference date March 31, 2007 and shall be completed in or around August 2007, subject to obtaining the necessary permits, approvals and licenses provided for at law, in ELTEB''s constitutial documentsor otherwise, and complying with the relevant formalities obtainment of the necessary by the law and the companies'' Articles of Association licenses, as well as approvals and adherence of further formalities.
TheBoard of Directors of ELTEB intends, subject to confirmation by certified auditors of recognized standing and experience as to its fairness and reasonableness, to propose to its Shareholders'' Meeting, a value ratio between ELTEB and the PANTECHNIKI assets and liabilities it stands to absorb equal to 10:1, and a share exchange ratio equal to 1 common listed voting ELTEB share, each of a new par value equal to euro 1, to 2.318574 common listed voting PANTECHNIKI shares, each of a par value equal to euro 1.25. In connection with the division spin-offs referred to hereinabove, under ss. (b) and (c), and the contribution thereof to ELTEB''s fully owned subsidiaries, it is deemed redundant to indicate either value ratios between each contributed division and the net asset value of the receiving company orshare-exce the divg company, in its capacity as the sole shareholder of the companies receiving the same, shall acquire all shares corresponding to the value of the ceded divisions Mention is also made that, upon completion of the break-up, it will be proposed to the Shareholders'' Meeting of ELTEB that two Board seats be allocated to an equal number of principal PANTECHNIKI shareholders.
The transactions referred to hereinabove manifest the resolution of ELTEB to strengthen its competitive standing and, through synergies, make better use of its assets.