ELLAKTOR S.A.
Resolutions of Ordinary Shareholders General Meeting .
Pursuant to article 278 of the ATHEX Regulation, we notify you that at the Ordinary General Meeting of Shareholders of the company ELLINIKI TECHNODOMIKI TEB S.A. which was held on June 20, 2008, 141 shareholders were presented representing 177,001,313 common registered shares, resulting to a quorum of 56.18% of its paid-up share capital. (Please note that the company holds 1,577,081 own shares which neither have voting right, nor are they included when calculating the quorum under the law). The Ordinary Sh areholders General Meeting discussed and decided on the subjects of the daily agenda with No 1, 2, 3, 4, 5, 6, 7, 8, 9, 11, 12, 14, 15 and 16
More specifically, the Ordinary Shareholders General Meeting decided the following:
On the issue No 1 :
Approved the Annual Financial Statements and the Annual Consolidated Financial Statements for the year ended December 31, 2007, after hearing the relevant reports of the Board of Directors and the Certified Auditor-Accountant.
More specifically approved:
A. The dividend distribution of the amount of euro 0.18 per share, that will be augmented by the dividend corresponding to the Company's own shares, or by euro 0.001618 per share, so the total dividend for the year 2007 amounts to euro 0.181618 per share. The dividend total amount is 31,860,236.34 euro. Eligible to receive the dividend are company shareholders after the closing of the trading session of the Athens Exchange as of 23.6.2008. From 24.6.2008 the company shares will be traded in the Athens Exchange with out right for dividend. The dividend payment day will be the 2.7.2008. The payment of the dividend will be made according to the procedures determined by article 329 of the Athex Rulebook and article 39 of the Dematerialized Securities System. ALPHA BANK has been authorized to pay the dividend.
Β. The formation of ordinary reserve of the amount of 1,799,356.90 euro
C. The formation of extraordinary taxed reserve of the amount of 1,218,233.49 euro
D. The BoD remunerations of the amount of 1,200,000 euro and the profits appropriation to the personnel of the amount of 300,000 euro (these amounts have already burdened the under IFRS prepared FY 2007 results).
Voted: for 99,444,062, against 0 and abstention 0.
On the issue No 2:
Waiver of liability of the Board of Directors and the Certified Auditor-Accountant for the year 2007.
Voted: for 99,444,062, against 0 and abstention 0.
On the issue No 3:
With the approval on issue No 1 of the daily agenda that included the payment of remuneration to the BoD members, through the results appropriation table, all obligations of the company towards the members have been entirely fulfilled due to this.
Voted: for 85,576,951, against 589,045 and abstention 13,278,066.
On the issue No 4:
Elected for the audit of the company and consolidated financial statements of the year 2008 the international auditing firm PricewaterhouseCoopers (PWC) and more specifically as Regular Certified Auditor-Accountant Mr. Marios Psaltis, son of Thomas, and as substitute Mr. Dimitrios Sourbis, son of Andreas. Their fees was determined to the amount of euro 183,750 plus VAT.
Voted: for 95,914,890, against 2,294,067 and abstention 1,235,105.
On the issue No 5:
Decided to grant permission as per article 23 par. 1 of Cod. Law 2190/1920 to the members of the Board of Directors and to Managers of the Company, to participate to the Boards of Directors or Management of other Companies with similar goals with that of the Company.
Voted: for 99,444,062, against 0 and abstention 0.
On the issue No 6:
Approved, as per article 23a of Cod. Law 2190/1920, of the preparation, extension or renewal of service contracts between the Company and affiliated companies as per article 42e par. 5 of Cod. Law 2190/20, as in force.
Voted: for 92,603,889, against 2,698,818 and abstention 4,141,355.
On the issue No 7:
Approved the election by the BoD of Angelos Giokaris and Eduard Sarantopoulos in the place of resigned consultants Alexandros Spiliotopoulos and Ioannis Bournazos.
Voted: for 98,019,912, against 589,045 and abstention 835,103.
On the issue No 8:
Elected new Board of Directors with five years duration, due to the termination of the duration of the outgoing one, and assign as independent members Mr Georgios Bekiaris and Mr. Dimitrios Hatzigrigoriadis, according to L.3016, as in force.
The synthesis of the new Board of Directors is:
1. Anastasios Kallitsantsis
2. Leonidas Bobolas
3. Dimitrios Kallitsantsis
4. Dimitrios Koutras
5. Loukas Giannakoulis
6. Angelos Giokaris
7. Eduard Sarantopoulos
8. Georgios Sossidis
9. Ioannis Koutras
10. Dimitrios Hatzigrigoriadis
11. Georgios Bekiaris
Voted: for 95,791,231, against 3,652,831 and abstention 0.
On the issue No 9:
Approved the change of the corporate name and the distinctive title from ELLINIKI TECHNODOMIKI TECHNICAL, INVESTING, INDUSTRIAL S.A. and distinctive title ELLINIKI TECHNODOMIKI TEB S.A. to ELLAKTOR SOCIETE ANONYME and distinctive title ELLAKTOR SA respectively, along with the relevant amendment of article 1 of company's articles of association.
Voted: for 99,444,062, against 0 and abstention 0.
On the issue No 10 :
The Ordinary Shareholders General Meeting neither discussed nor decided on the issue No 10 of the daily agenda due to the achievement of no-quorum according to the law and the Company's articles of association.
On the issue No 11:
Approved the amendment, completion, abolishment and renumbering of the provisions of the company?s article of association for functionality reasons as well as to adapt to the provisions of L. 3604/2007. Codification
Voted: for 99,444,062, against 0 and abstention 0.
On the issue No 12:
Approved the dissemination of information by the company using electronic means (article 18 L. 3556/2007).
Voted: for 99,444,062, against 0 and abstention 0.
On the issue No 13:
The Ordinary Shareholders General Meeting neither discussed nor decided on the issue No 13 of the daily agenda due to the achievement of no-quorum according to the law and the Company's articles of association.
On the issue No 14 :
Approved the Transformation Balance Sheet as of August 31, 2008 of the absorbed societe anonyme ?PANTECHNIKI SA? along with the other financial statements, for the fiscal year from 01.01.2007 to 31.08.2007.
Voted: for 99,444,062, against 0 and abstention 0.
On the issue No 15:
Waiver of liability of the members of the Board of Directors as well as of the certified accountant of the absorbed by the Company societe anonyme PANTECHNIKI SA for the management of the latter, and respectively for the financial statements of the aforementioned issue No. 14 concerning the period from 01.01.2007 to 13.12.2007.
Voted: for 99,444,062, against 0 and abstention 0.
On the issue No 16:
Approved pursuant to article 24 Cod. Law 2190/1920, of the fees and remuneration of the Members of the Board of Directors of the absorbed by our Company societe anonyme 'PANTECHNIKI SA'.
Voted: for 86,412,056, against 589,045 and abstention 12,442,961.
As it was mentioned, the discussion and the decision on issues No 10 and 13 of the daily agenda was postponed, due to the achievement of no-quorum of 2/3 of paid share capital, according to the law and the Company's articles of association. The discussion and decision on those issues will take place during the 1st Repeat General Shareholders Meeting, that according to the decision of the Board of Directors dated 22.5.2008, will take place on Tuesday July 8, 2008, at 11.00 a.m., at company's premises on 25, Ermou Str., Kifissia, without further invitation.
More specifically, the Ordinary Shareholders General Meeting decided the following:
On the issue No 1 :
Approved the Annual Financial Statements and the Annual Consolidated Financial Statements for the year ended December 31, 2007, after hearing the relevant reports of the Board of Directors and the Certified Auditor-Accountant.
More specifically approved:
A. The dividend distribution of the amount of euro 0.18 per share, that will be augmented by the dividend corresponding to the Company's own shares, or by euro 0.001618 per share, so the total dividend for the year 2007 amounts to euro 0.181618 per share. The dividend total amount is 31,860,236.34 euro. Eligible to receive the dividend are company shareholders after the closing of the trading session of the Athens Exchange as of 23.6.2008. From 24.6.2008 the company shares will be traded in the Athens Exchange with out right for dividend. The dividend payment day will be the 2.7.2008. The payment of the dividend will be made according to the procedures determined by article 329 of the Athex Rulebook and article 39 of the Dematerialized Securities System. ALPHA BANK has been authorized to pay the dividend.
Β. The formation of ordinary reserve of the amount of 1,799,356.90 euro
C. The formation of extraordinary taxed reserve of the amount of 1,218,233.49 euro
D. The BoD remunerations of the amount of 1,200,000 euro and the profits appropriation to the personnel of the amount of 300,000 euro (these amounts have already burdened the under IFRS prepared FY 2007 results).
Voted: for 99,444,062, against 0 and abstention 0.
On the issue No 2:
Waiver of liability of the Board of Directors and the Certified Auditor-Accountant for the year 2007.
Voted: for 99,444,062, against 0 and abstention 0.
On the issue No 3:
With the approval on issue No 1 of the daily agenda that included the payment of remuneration to the BoD members, through the results appropriation table, all obligations of the company towards the members have been entirely fulfilled due to this.
Voted: for 85,576,951, against 589,045 and abstention 13,278,066.
On the issue No 4:
Elected for the audit of the company and consolidated financial statements of the year 2008 the international auditing firm PricewaterhouseCoopers (PWC) and more specifically as Regular Certified Auditor-Accountant Mr. Marios Psaltis, son of Thomas, and as substitute Mr. Dimitrios Sourbis, son of Andreas. Their fees was determined to the amount of euro 183,750 plus VAT.
Voted: for 95,914,890, against 2,294,067 and abstention 1,235,105.
On the issue No 5:
Decided to grant permission as per article 23 par. 1 of Cod. Law 2190/1920 to the members of the Board of Directors and to Managers of the Company, to participate to the Boards of Directors or Management of other Companies with similar goals with that of the Company.
Voted: for 99,444,062, against 0 and abstention 0.
On the issue No 6:
Approved, as per article 23a of Cod. Law 2190/1920, of the preparation, extension or renewal of service contracts between the Company and affiliated companies as per article 42e par. 5 of Cod. Law 2190/20, as in force.
Voted: for 92,603,889, against 2,698,818 and abstention 4,141,355.
On the issue No 7:
Approved the election by the BoD of Angelos Giokaris and Eduard Sarantopoulos in the place of resigned consultants Alexandros Spiliotopoulos and Ioannis Bournazos.
Voted: for 98,019,912, against 589,045 and abstention 835,103.
On the issue No 8:
Elected new Board of Directors with five years duration, due to the termination of the duration of the outgoing one, and assign as independent members Mr Georgios Bekiaris and Mr. Dimitrios Hatzigrigoriadis, according to L.3016, as in force.
The synthesis of the new Board of Directors is:
1. Anastasios Kallitsantsis
2. Leonidas Bobolas
3. Dimitrios Kallitsantsis
4. Dimitrios Koutras
5. Loukas Giannakoulis
6. Angelos Giokaris
7. Eduard Sarantopoulos
8. Georgios Sossidis
9. Ioannis Koutras
10. Dimitrios Hatzigrigoriadis
11. Georgios Bekiaris
Voted: for 95,791,231, against 3,652,831 and abstention 0.
On the issue No 9:
Approved the change of the corporate name and the distinctive title from ELLINIKI TECHNODOMIKI TECHNICAL, INVESTING, INDUSTRIAL S.A. and distinctive title ELLINIKI TECHNODOMIKI TEB S.A. to ELLAKTOR SOCIETE ANONYME and distinctive title ELLAKTOR SA respectively, along with the relevant amendment of article 1 of company's articles of association.
Voted: for 99,444,062, against 0 and abstention 0.
On the issue No 10 :
The Ordinary Shareholders General Meeting neither discussed nor decided on the issue No 10 of the daily agenda due to the achievement of no-quorum according to the law and the Company's articles of association.
On the issue No 11:
Approved the amendment, completion, abolishment and renumbering of the provisions of the company?s article of association for functionality reasons as well as to adapt to the provisions of L. 3604/2007. Codification
Voted: for 99,444,062, against 0 and abstention 0.
On the issue No 12:
Approved the dissemination of information by the company using electronic means (article 18 L. 3556/2007).
Voted: for 99,444,062, against 0 and abstention 0.
On the issue No 13:
The Ordinary Shareholders General Meeting neither discussed nor decided on the issue No 13 of the daily agenda due to the achievement of no-quorum according to the law and the Company's articles of association.
On the issue No 14 :
Approved the Transformation Balance Sheet as of August 31, 2008 of the absorbed societe anonyme ?PANTECHNIKI SA? along with the other financial statements, for the fiscal year from 01.01.2007 to 31.08.2007.
Voted: for 99,444,062, against 0 and abstention 0.
On the issue No 15:
Waiver of liability of the members of the Board of Directors as well as of the certified accountant of the absorbed by the Company societe anonyme PANTECHNIKI SA for the management of the latter, and respectively for the financial statements of the aforementioned issue No. 14 concerning the period from 01.01.2007 to 13.12.2007.
Voted: for 99,444,062, against 0 and abstention 0.
On the issue No 16:
Approved pursuant to article 24 Cod. Law 2190/1920, of the fees and remuneration of the Members of the Board of Directors of the absorbed by our Company societe anonyme 'PANTECHNIKI SA'.
Voted: for 86,412,056, against 589,045 and abstention 12,442,961.
As it was mentioned, the discussion and the decision on issues No 10 and 13 of the daily agenda was postponed, due to the achievement of no-quorum of 2/3 of paid share capital, according to the law and the Company's articles of association. The discussion and decision on those issues will take place during the 1st Repeat General Shareholders Meeting, that according to the decision of the Board of Directors dated 22.5.2008, will take place on Tuesday July 8, 2008, at 11.00 a.m., at company's premises on 25, Ermou Str., Kifissia, without further invitation.