ELLAKTOR S.A.
Resolutions of 1st Repeat General Meeting
Pursuant to article 278 of the ATHEX Regulation, we notify you that at the 1st Repeat General Meeting of Shareholders of the company ELLINIKI TECHNODOMIKI TEB S.A. (the Company) which was held on July 8, 2008, 114 shareholders were presented representing 98,099,437 out of 177,001,313 common registered voting shares, resulting to a quorum of 55.42% of its paid-up share capital. As a result there was the necessary by the law and the company's articles of association quorum for the discussion and decision of the subjects No 10 and 13 of the AGM's original daily agenda (quorum that was not accomplished in the original General Meeting as at June 20, 2008). The General Meeting discussed and decided on subjects of the daily agenda as following:
On the issue No 1:
Granted the authority, as per article 13 par. 1 section b' C.L. 2190/1920, to the Board of Directors for the increase of the Company's share capital.
Voted: for 84,821,510, against 836,927 and abstention 12,441,000, i.e. was voted pro by 86.46%.
On the issue No 2:
Approved the stock option plan, for the acquisition of Company shares (article 13 par. 13 C.L. 2190/1920) with the following terms:
Participants: Selective executive BoD members of the Company and affiliated companies of the Group
Number of stock options (% on total outstanding shares): Newly issued common registered shares of the Company following a share capital increase, due to exercising of Stock Options that will not exceed 1% of the current paid up share capital of the Company
Duration of the Stock Option Plan: 3 years from the approval of the Stock Option Plan by the General Meeting
Exercise Price : Average closing price for the thirty days period prior to the BoD approval of the detailed terms of the stock option plan, of the identity of the participants, etc.
Vesting Conditions for the stock options: The General Meeting authorizes the BoD to specify the identity of the participants, the terms of the Stock Option Plan (as for example the link to targets depending on the participant's position) as well as the preparation of Stock Option Plan Regulation.
Terms of the Offer: The Stock Options will be offered to the participants following the decision of Company's BoD.
Voted: for 91,559,197 against 6,538,648 and abstention 1,592, i.e. was voted pro by 93.33%.
On the issue No 1:
Granted the authority, as per article 13 par. 1 section b' C.L. 2190/1920, to the Board of Directors for the increase of the Company's share capital.
Voted: for 84,821,510, against 836,927 and abstention 12,441,000, i.e. was voted pro by 86.46%.
On the issue No 2:
Approved the stock option plan, for the acquisition of Company shares (article 13 par. 13 C.L. 2190/1920) with the following terms:
Participants: Selective executive BoD members of the Company and affiliated companies of the Group
Number of stock options (% on total outstanding shares): Newly issued common registered shares of the Company following a share capital increase, due to exercising of Stock Options that will not exceed 1% of the current paid up share capital of the Company
Duration of the Stock Option Plan: 3 years from the approval of the Stock Option Plan by the General Meeting
Exercise Price : Average closing price for the thirty days period prior to the BoD approval of the detailed terms of the stock option plan, of the identity of the participants, etc.
Vesting Conditions for the stock options: The General Meeting authorizes the BoD to specify the identity of the participants, the terms of the Stock Option Plan (as for example the link to targets depending on the participant's position) as well as the preparation of Stock Option Plan Regulation.
Terms of the Offer: The Stock Options will be offered to the participants following the decision of Company's BoD.
Voted: for 91,559,197 against 6,538,648 and abstention 1,592, i.e. was voted pro by 93.33%.