ELLAKTOR S.A.
Announcement
ELLINIKI TECHNODOMIKI TECHNICAL, INVESTMENT, INDUSTRIAL COMPANY S.A informs that the Extraordinary General Shareholders Meeting held on December 10, 2007:
(A) Approved, by the present and/or via proxy shareholders representing 67.82% of the total outstanding share capital i.e. 107,724,593 votes, having voted for 105,707,313 (i.e. 98.13%) valid votes, against 16,420 valid votes (i.e. 0.015%) and 2,000,860 absent votes or by the required from the Law quorum and majority, the Merger Agreement Plan ('MAP'), as well as of the same content notary deed, of the Merger of 'ELLINIKI TECHNODOMIKI TECHNICAL, INVESTMENT, INDUSTRIAL COMPANY S.A.' (or 'ELTEB') by absorption of 'PANTECHNIKI S.A.' (or 'PANTECHNIKI'), following among others the hearing of the Transformation Balance Sheet of PANTECHNIKI, of the MAP, the certified auditors report pursuant to paragraph 1, article 42a of codified law 2190/1920, paragraph 4, article 2 of codified law 2166/1993 and paragraph 5, article 289 of the Athens Exchange Rules & Regulations, other documents and financial statements, the Board of Directors report of ELTEB pursuant to paragraph 4 article 69 of codified law 2190/1920 as well as other statements, and authorised for the signing of the notary deed and the completion of all other actions, announcements, statements and legal transactions,
(B) Approved, by the present and/or via proxy shareholders representing 67.82% of the total outstanding share capital i.e. 107,724,593 votes, having voted for 105,707,313 (i.e. 98.13%) valid votes, against 16,420 valid votes (i.e. 0.015%) and 2,000,860 absent votes or by the required from the Law quorum and majority, via the amended article 5 of the ELTEB Articles of Association, the share capital increase by the total amount of 53,645,016.71 Euro, by issuing and distributing 18,153,985 new common registered voting dematerialized shares of a new par value of 1.03 Euro, i.e., on the one side due to the absorption of the contributed capital of the later by the amount of 52,614,195.00 Euro, on the other side due to the capitalization (in order to maintain the determined share exchange ratio) part of the share premium account of ELTEB by the amount of 1,030,821.71 Euro, hence the share capital of ELTEB amounts to 182,311,352.39 Euro, divided to 177,001,313 common, registered, voting, dematerialized shares, of a new par value of 1.03 Euro and authorized for the settlement of any fractional right pursuant to the effective legislation,
(C) Approved, by the present and/or via proxy shareholders representing 67.82% of the total outstanding share capital i.e. 107,724,593 votes, having voted for 105,707,313 (i.e. 98.13%) valid votes, against 16,420 valid votes (i.e. 0.015%) and 2,000,860 absent votes or by the required from the Law quorum and majority, the Merger Agreement Plan (MAP), as well as of the same content notary deed, of the Spin off of the holding sector of ELTEB in infrastructure projects, contribution of and the undertaking by the 100% subsidiary of ELTEB, 'ASTIKES TECHNICAL, COMMERCIAL, TOURISM SA' (or 'ASTIKES ANAPTYXEIS'), following the hearing of, among others, the Financial Statements of ASTIKES ANAPTYXEIS, the MAP, the certified auditors reports as well as other documents and financial statements, and authorised for the signing of the notary deed and the completion of all other actions, announcements, statements and legal transactions,
(D) Approved, by the present and/or via proxy shareholders representing 67.82% of the total outstanding share capital i.e. 107,724,593 votes, having voted for 105,707,313 (i.e. 98.13%) valid votes, against 16,420 valid votes (i.e. 0.015%) and 2,000,860 absent votes, or by the required from the Law quorum and majority, the up to date actions, statements and legal transactions of the Board of Directors of ELTEB, its procurators and its proxies, within the framework of the merger of the latter through absorption by PANTECHNIKI.
(E) validated, by the present and/or via proxy shareholders representing 67.82% of the total outstanding share capital i.e. 107,724,593 votes, having voted for 105,709,400 (i.e. 98.13%) valid votes, against 15,193 valid votes (i.e. 0.014%) and 2,000,000 absent votes, or by the required from the Law quorum and majority, the election as of August 28, 2007 of Mr. George Sossides as a temporary member of the BoD, replacing a resigned member of the Board.
(F) approved by the present and/or via proxy shareholders representing 67.82% of the total outstanding share capital i.e. 107,724,593 votes, having voted for 105,723,733 (i.e. 98.14%) valid votes, against no (0) valid votes and 2,000,860 absent votes, or by the required from the Law quorum and majority, the own shares purchase program up to the limit of 10% of the paid in share capital of ELTEB each time, in accordance with the provisions of article 16, paragraph 1 and subsequent, of C.L. 2190/1920, of a duration up to 2 years (the particular time frame being set, in accordance with the aforementioned, by a respective decision of ELTEBs Board of Directors), at a minimum price of euro 5.00 and a maximum price of euro 15.00 accordingly and
(G) approved by the present and/or via proxy shareholders representing 67.82% of the total outstanding share capital i.e. 107,724,593 votes, having voted for 105,716,033 (i.e. 98.135%) valid votes, against no (0) valid votes and 2,008,560 absent votes, or by the required from the Law quorum and majority, via the amendment of article 2 of ELTEBs Articles of Association, the change of its Headquarters from the Municipality of Athens to the Municipality of Kifissia in the Attica District.
Additionally:
Ι. It is noted that the assets of the contributed holding sector (article 9 par. 6 L. 3522/2006) by ELTEB to ASTIKES ANAPTYXEIS, are meant to be the assets and liabilities of the said sector, as these may have been enhanced as a result of the previously completed merger of ELTEB by absorption of PANTECHNIKI, with other holdings of the latter to infrastructure projects.
ΙΙ. It is reminded that because ELTEB is the only shareholder and as a result the only holder of the new issued shares from the share capital increase of ASTIKES ANAPTYXEIS, the determination of the value exchange ratio between the contributed holding sector (article 9 par. 6 l. 3522/2006) of ELTEB and the equity of ASTIKES ANAPTYXEIS, as well as the determination of the share exchange ratio deems unnecessary.
III. It is reminded that the approved, by the aforementioned General Meeting, share exchange ratio of PANTECHNIKI and ELTEB is as follows:
A. For the Shareholders of PANTECHNIKI:
Shares of PANTECHNIKI owned over shares of ELTEB eligible for: 2.318574 to 1 or 1 to 0.43129958, i.e. the shareholders of PANTECHNIKI will exchange 1 common registered voting dematerialized share of PANTECHNIKI of par value of 1.25 Euro each, to 0.43129958 common registered voting dematerialized shares of ELTEB, of new par value of 1.03 Euro each.
B. For the shareholders of ELTEB:
The shareholders of ELTEB will hold the same number of shares of ELTEB with those before the completion of the merger by absorption of PANTECHNIKI, with new however par value of 1.03 Euro each.
The new issued common registered voting dematerialized shares resulted from the share capital increase of ELTEB, will be credited, as per the agreed share exchange ratio and within the deadlines determined by the law, to the accounts of the eligible shareholders.
There will be new announcements released regarding the date of the release and disposal of the information memorandum document prepared under article 4 par. 1 (c) L. 3401/2005, regarding the credit as wel as the starting date for the floating of the new issued shares of ELTEB with the new par value.
(A) Approved, by the present and/or via proxy shareholders representing 67.82% of the total outstanding share capital i.e. 107,724,593 votes, having voted for 105,707,313 (i.e. 98.13%) valid votes, against 16,420 valid votes (i.e. 0.015%) and 2,000,860 absent votes or by the required from the Law quorum and majority, the Merger Agreement Plan ('MAP'), as well as of the same content notary deed, of the Merger of 'ELLINIKI TECHNODOMIKI TECHNICAL, INVESTMENT, INDUSTRIAL COMPANY S.A.' (or 'ELTEB') by absorption of 'PANTECHNIKI S.A.' (or 'PANTECHNIKI'), following among others the hearing of the Transformation Balance Sheet of PANTECHNIKI, of the MAP, the certified auditors report pursuant to paragraph 1, article 42a of codified law 2190/1920, paragraph 4, article 2 of codified law 2166/1993 and paragraph 5, article 289 of the Athens Exchange Rules & Regulations, other documents and financial statements, the Board of Directors report of ELTEB pursuant to paragraph 4 article 69 of codified law 2190/1920 as well as other statements, and authorised for the signing of the notary deed and the completion of all other actions, announcements, statements and legal transactions,
(B) Approved, by the present and/or via proxy shareholders representing 67.82% of the total outstanding share capital i.e. 107,724,593 votes, having voted for 105,707,313 (i.e. 98.13%) valid votes, against 16,420 valid votes (i.e. 0.015%) and 2,000,860 absent votes or by the required from the Law quorum and majority, via the amended article 5 of the ELTEB Articles of Association, the share capital increase by the total amount of 53,645,016.71 Euro, by issuing and distributing 18,153,985 new common registered voting dematerialized shares of a new par value of 1.03 Euro, i.e., on the one side due to the absorption of the contributed capital of the later by the amount of 52,614,195.00 Euro, on the other side due to the capitalization (in order to maintain the determined share exchange ratio) part of the share premium account of ELTEB by the amount of 1,030,821.71 Euro, hence the share capital of ELTEB amounts to 182,311,352.39 Euro, divided to 177,001,313 common, registered, voting, dematerialized shares, of a new par value of 1.03 Euro and authorized for the settlement of any fractional right pursuant to the effective legislation,
(C) Approved, by the present and/or via proxy shareholders representing 67.82% of the total outstanding share capital i.e. 107,724,593 votes, having voted for 105,707,313 (i.e. 98.13%) valid votes, against 16,420 valid votes (i.e. 0.015%) and 2,000,860 absent votes or by the required from the Law quorum and majority, the Merger Agreement Plan (MAP), as well as of the same content notary deed, of the Spin off of the holding sector of ELTEB in infrastructure projects, contribution of and the undertaking by the 100% subsidiary of ELTEB, 'ASTIKES TECHNICAL, COMMERCIAL, TOURISM SA' (or 'ASTIKES ANAPTYXEIS'), following the hearing of, among others, the Financial Statements of ASTIKES ANAPTYXEIS, the MAP, the certified auditors reports as well as other documents and financial statements, and authorised for the signing of the notary deed and the completion of all other actions, announcements, statements and legal transactions,
(D) Approved, by the present and/or via proxy shareholders representing 67.82% of the total outstanding share capital i.e. 107,724,593 votes, having voted for 105,707,313 (i.e. 98.13%) valid votes, against 16,420 valid votes (i.e. 0.015%) and 2,000,860 absent votes, or by the required from the Law quorum and majority, the up to date actions, statements and legal transactions of the Board of Directors of ELTEB, its procurators and its proxies, within the framework of the merger of the latter through absorption by PANTECHNIKI.
(E) validated, by the present and/or via proxy shareholders representing 67.82% of the total outstanding share capital i.e. 107,724,593 votes, having voted for 105,709,400 (i.e. 98.13%) valid votes, against 15,193 valid votes (i.e. 0.014%) and 2,000,000 absent votes, or by the required from the Law quorum and majority, the election as of August 28, 2007 of Mr. George Sossides as a temporary member of the BoD, replacing a resigned member of the Board.
(F) approved by the present and/or via proxy shareholders representing 67.82% of the total outstanding share capital i.e. 107,724,593 votes, having voted for 105,723,733 (i.e. 98.14%) valid votes, against no (0) valid votes and 2,000,860 absent votes, or by the required from the Law quorum and majority, the own shares purchase program up to the limit of 10% of the paid in share capital of ELTEB each time, in accordance with the provisions of article 16, paragraph 1 and subsequent, of C.L. 2190/1920, of a duration up to 2 years (the particular time frame being set, in accordance with the aforementioned, by a respective decision of ELTEBs Board of Directors), at a minimum price of euro 5.00 and a maximum price of euro 15.00 accordingly and
(G) approved by the present and/or via proxy shareholders representing 67.82% of the total outstanding share capital i.e. 107,724,593 votes, having voted for 105,716,033 (i.e. 98.135%) valid votes, against no (0) valid votes and 2,008,560 absent votes, or by the required from the Law quorum and majority, via the amendment of article 2 of ELTEBs Articles of Association, the change of its Headquarters from the Municipality of Athens to the Municipality of Kifissia in the Attica District.
Additionally:
Ι. It is noted that the assets of the contributed holding sector (article 9 par. 6 L. 3522/2006) by ELTEB to ASTIKES ANAPTYXEIS, are meant to be the assets and liabilities of the said sector, as these may have been enhanced as a result of the previously completed merger of ELTEB by absorption of PANTECHNIKI, with other holdings of the latter to infrastructure projects.
ΙΙ. It is reminded that because ELTEB is the only shareholder and as a result the only holder of the new issued shares from the share capital increase of ASTIKES ANAPTYXEIS, the determination of the value exchange ratio between the contributed holding sector (article 9 par. 6 l. 3522/2006) of ELTEB and the equity of ASTIKES ANAPTYXEIS, as well as the determination of the share exchange ratio deems unnecessary.
III. It is reminded that the approved, by the aforementioned General Meeting, share exchange ratio of PANTECHNIKI and ELTEB is as follows:
A. For the Shareholders of PANTECHNIKI:
Shares of PANTECHNIKI owned over shares of ELTEB eligible for: 2.318574 to 1 or 1 to 0.43129958, i.e. the shareholders of PANTECHNIKI will exchange 1 common registered voting dematerialized share of PANTECHNIKI of par value of 1.25 Euro each, to 0.43129958 common registered voting dematerialized shares of ELTEB, of new par value of 1.03 Euro each.
B. For the shareholders of ELTEB:
The shareholders of ELTEB will hold the same number of shares of ELTEB with those before the completion of the merger by absorption of PANTECHNIKI, with new however par value of 1.03 Euro each.
The new issued common registered voting dematerialized shares resulted from the share capital increase of ELTEB, will be credited, as per the agreed share exchange ratio and within the deadlines determined by the law, to the accounts of the eligible shareholders.
There will be new announcements released regarding the date of the release and disposal of the information memorandum document prepared under article 4 par. 1 (c) L. 3401/2005, regarding the credit as wel as the starting date for the floating of the new issued shares of ELTEB with the new par value.