Report of the Board of Directors of HELLENIC CABLES S.A., according to the provisions of art. 9 of Law 3016/2002 and art. 4.1.4.1.1. and 4.1.4.1.2. of the Athens Stock Exchange Regulations, for the increase of the share capital and the waiver of the preemptive rights of existing shareholders

 

The Board of Directors of HELLENIC CABLES S.A., following its meeting on August 9, 2011, decided to propose to the Extraordinary General Meeting of Shareholders, of September 7, 2011, the increase of the share capital of HELLENIC CABLES S.A., through the issue of 2,320,000 new, common, registered shares, of a nominal value of EURO 0.71 and a suggested offered price, to be decided prior to the Extraordinary General Meeting, by waiving the preemptive rights of existing shareholders. The difference between the nominal value of the new shares and the offered price shall be credited to the account “Difference from the issue of shares above par”. The total of the new capital shall amount up to Euro 22 million.

This Report was compiled for the above increase, according to the provisions of art. 9 of Law 3016/2002 and art. 4.1.4.1.1. and 4.1.4.1.2. of the Athens Stock Exchange Regulations and shall be submitted at the Extraordinary General Meeting of September 7, 2011, as well as at any repetitive or adjourned Meeting thereafter.

 

I. Agenda for the Extraordinary General Meeting of Shareholders

 

In compliance with the provisions of the Law and the Articles of Association of the Company, the Board of Directors of HELLENIC CABLES, S.A.  HELLENIC CABLE INDUSTRY, S.A. decided to propose at the Company's Extraordinary General Meeting, which will to be held on Wednesday, September 7, 2011 at 11:00 hours, at the ATHENS IMPERIAL HOTEL, Karaiskaki Square, Athens, as well as at any repetitive or adjourned Meeting thereafter, the following:

 

1. Increase of the Company’s share capital through cash payment.

2. Annulment of the pre-emption rights of the existing shareholders.

3.  Pursuant to the above share capital increase, it is proposed to amend accordingly, article 5 of the Company’s Articles of Association, referring to the share capital.

II. Statement of the use of capital from the previous share capital increase of the company

 

According to the decision of the Annual General Meeting of Shareholders of July 5, 2000 and Decision No 39547/17.8.2000 of the ASE, the company’s share capital was increased by a rights issue, which was certified on October 12, 2000. Rights were exercised between September 6, 2000 and October 6, 2000, by issuing 7,688,000 new shares, whose trading started on October 27, 2000. According to Decision No 58/8.2.2001 of the ASE, it is notified that the use of the resulting capital (Euro 22,561,995.60 less expenses of Euro 191.929,57) of Euro 22,370,066.03, in relation to declarations made in the relevant Prospectus, was as follows :

 

 

 

 

 

Capital Utilization  (mil. euro)	Rights Issue Prospectus Schedule					Utilized Capital
	2nd Half 2000	1st Half 2001	2nd Half 2001	1st Half 2002	Total	6/10/00- 31/3/02	01/4/02- 30/6/02	6/10/00- 30/6/02	Outstanding
Investments in Equipment	-	1,47	2,05	3,82	7,34	6,76	0,58	7,34	-
Bank Loan Decrease	9,10	-	-	-	9,10	9,10	-	9,10	-
Working Capital	5,87	-	-	-	5,87	5,87	-	5,87	-
TOTAL	14,97	1,47	2,05	3,82	22,30	21,73	0,58	22,31	0

 

From the budgeted issue expenses of Euro 0.26 million, according to the Prospectus, Euro 0.07 million were not utilized and the company used them to pay down short-term bank loans. The utilization of the resulting capital was completed fully and finally in the second quarter of 2002.

 

Athens, August 8,2002

 

 

The Chairman of the Board of Directors	A member of the Board of Directors	The General Manager	The Financial Manager
E. Moustakas ID No B226935	Th. Papageorgopoulos ID No H679222	G. Passas ID No F020251	D. Vlastos ID No I175786

 

 

CHARTERED AUDITOR’S REPORT ON THE UTILIZATION OF CAPITAL

 

We have audited the above figures of HELLENIC CABLES S.A., applying the auditing principles and regulations of the Association of Chartered Auditors and Accountants. From our audit, we note that the above figures derive from the books and records kept by the company and the Prospectus approved by the ASE.

 

Athens , August 12, 2002

 

The Chartered Auditor-Accountant

G.Alifantis

ERNST & YOUNG HELLAS

 

 

 

III. Investment plan and utilization of capital deriving from the share capital increase

 

The capital, expected to derive from the share capital increase, is to be used solely for the corresponding share capital increase of the 100% subsidiary FULGOR S.A., in order to repay a bond loan of up to Euro 22 million, according to the loans’ restructuring agreed with FULGOR’s creditor banks. This restructuring was deemed necessary in order to safeguard the company’s survival and future growth.

 

IV. Declarations of major shareholders

 

The sole major shareholder of HELLENIC CABLES S.A. is HALCOR S.A., who shall not participate in this share capital increase, given that the preemptive rights of existing shareholders are waived. The major shareholder shall supply information as regards his intentions, related to retaining or not his participation in HELLENIC CABLES S.A., up to the day of the conclusion of the share capital increase and the listing of the new shares, for a period of six (6) months after the initial trading of the new shares, at the Extraordinary General Meeting of September 7,2011.

 

V. Offered price

 

The price, at which the new shares shall be issued, will differ for each bank. The price at which each bank shall acquire the shares shall be significantly higher than the current price on the ASE and in every case higher than the book value on 31/3/2011, thus avoiding any losses to existing shareholders. It should be noted that the HELLENIC CABLES S.A. share capital increase, by waiving the preemptive rights of existing shareholders, shall lead all banks to be shareholders of the company, at 7.85% of the new share capital, decreasing by a small percentage the participation of existing shareholders. The offered price shall be presented at the Extraordinary General Meeting of September 7, 2011.

Furthermore, the Board of Directors, decided to propose to the Extraordinary General Meeting, that the offered price of these new shares, may be higher than the ASE price.

 

 

Maroussi, August 9, 2011

 

THE BOARD OF DIRECTORS