ΜΠΑΜΠΗΣ ΒΩΒΟΣ Α.Ε.

Ordinary Annual General Meeting Decisions

We would like to inform you that during BVIC's Annual General Meeting that took place on June 29th at 11.00 a.m. in the 'Grand Ballroom' hall of the Hotel Grande Bretagne (Syntagma Square), the following issues were discussed, as announced in the Board of Directors' invitation to the AGM of the 05.06.2009:
Issue 1st: Submission and approval of the annual financial statements (consolidated and company) for the fiscal year 2008 under International
Financial Reporting Standards (IFRS), of the accompanying Board of Directors' Management Review and of the Certified Auditors - Accountants Report as well as approval of the profit distribution.
Issue 2nd: Release the members of the Board of Directors from any responsibility for compensation for the results of the fiscal year 2008. Issue 3rd: Election of one ordinary and one deputy Certified Auditor - Accountant for the audit of the annual financial statements and consolidated financial statements of the fiscal year 2009 and determination of their fees.
Issue 4th: Extending permission to the members of the BoD, in accordance with the article 23 par. 1 of the C.L. 2190/1920, as in force, to participate in the Board of Directors or the Management of the companies in the Group that have the same or similar objectives.
Issue 5th: Approval of the remuneration of the Board of Directors, in accordance with the article 24 par. 2 of the C.L. 2190/1920, as in force, for delivering services to the company for the fiscal year 2008 and pre-approval of the Board of Directors' remuneration for the fiscal year 2009. Issue 6th: Appointment of the Members of the Audit Committee in accordance with article 37 of L. 3693/2008.
Issue 7th: Various announcements and information to the shareholders for the sales and activities of the subsidiary company "Babis Vovos - International Construction S.A. & Co. G.P." as well as information to the shareholders about its non absorption.
During the General Meeting, 49 shareholders were present (personally or through representatives, with a total of 10 attendees) that held a total of 16,478,077 shares, or 48.563% of the total shares of 33,930,000.
The decisions regarding the issues of the agenda are as follows:
Issue 1st: The annual financial statements (consolidated and company) for the fiscal year 2008 under International Financial Reporting Standards (IFRS), of the accompanying Board of Directors' Management Review, of the Certified Auditors - Accountants Report and the results distribution were submitted and approved.
The AGM decided that the Company will not distribute dividend to its shareholders for the fiscal year of 2008. This is a result of limited property sales in 2008 in line with the Group's strategy of retaining most of its income producing properties, which are own-developed.
Issue 2nd: The release of the members of the Board of Directors from any responsibility for compensation for the corporate actions of the fiscal year 2008 was approved.
Issue 3rd: An ordinary and a deputy Certified Auditor - Accountant were elected for the audit of the annual financial statements and consolidated financial statements of the fiscal year 2009, specifically:
Ordinary: Psaltis Marios of Thomas, Certified Auditor - Accountant of the company PRICEWATERHOUSECOOPERS S.A. resident of Paleo Psychiko in Attiki at 26 Palama Street, with ID No. 294744/24-03-2005 issued by the Foreigners Centre of Pallini and S.O.E.L. Reg. No 38081.
Deputy: Kyriakos Riris of George, Certified Auditor - Accountant of the company PRICEWATERHOUSECOOPERS S.A. resident of Dionysos in Attiki at 50 Kairi Avenue, with ID No. 176141 / 05-08-1999 issued by the Foreigners Centre of Pallini and S.O.E.L. Reg. No 12111.
Their fee will be defined and approved by the Supervisory Board of Certified Auditors - Accountants in accordance with the provisions of the Institute of Certified Auditors - Accountants.
Issue 4th: Permission was extended to the members of the BoD, in accordance with the article 23 par. 1 of the C.L. 2190/1920, as in force, to participate in the Board of Directors or the Management of the companies in the Group that have the same or similar objectives.
Issue 5th: Remuneration for the independent members of the Board of Directors, for the participation at the BoD meetings for the fiscal year 2008, of euro 50,000.00 as well as fees for civil engineer studies amounting to euro 948,096.43 plus VAT i.e. total euro 1,128,234.72 were approved. Remuneration for the independent members of the BoD of up to euro 84,000 as well as fees for civil engineer studies of up to euro 2,000,000 for the fiscal year 2009 were pre-approved.
Issue 6th: The Members of the Audit Committee were appointed in accordance with article 37 of L. 3693/2008. The appointed members are as follows:
1. Triada Vovos, non executive member
2. Nicolaas Van Ommen, independent - non executive member and
3. Kyriaki - Thaleia (Korina) Sylira, independent - non executive member
The appointed independent - non executive member of the Audit Committee, Mrs Kyriaki - Thaleia (Korina) Sylira has proven adequate knowledge regarding accounting and auditing matters as required by the provisions of the aforementioned law.
Issue 7th: The Chairman informed shareholders regarding the sales and activities of the subsidiary Babis Vovos International Construction S.A. and Co G.P. The AGM decided not to absorb its subsidiary Babis Vovos International Construction S.A. and Co G.P., until there is more favourable corporate tax legislation and the matter will be discussed again in a following General Meeting.
Various Announcements: Babis Vovos, Chairman of the Board of Directors of BVIC, informed the shareholders for the company's progress and the projects that were completed and specifically stated the following:
340 Syggrou Avenue
In 2008, the construction of the retail and office building of 14,000 sqm located at 340 Syggrou Ave. was completed. During 2008, the company signed a lease agreement for the majority of the retail space of the building with an annual lease of euro 2.4 million. The company is currently negotiating a lease agreement regarding the rest of the retail space as well as part of the office space of the building.
Tourist developments at Sounio and Poros - Galatas
The completion of the hotel complex at Poros - Galatas including the improvement of the existing hotel unit into a class A' hotel is currently at final stage. The company management has not yet decided for the way of exploitation of the property. As far as the hotel development at Sounio is concerned, the development of three distinct hotel units, with a total above ground area of 12,000 sqm has not yet started, since the management is targeting to a secure mandate in place either from a corporate tenant and/or a property buyer or investor before the beginning of the construction so as to make possible the financing of the development with both equity and debt. The land plot in Sounio, located at a particularly attractive location, is expected to generate significant demand from Greek and foreign investors.
Mortero - N. Erythrea
The project includes the development of 45 detached residential units on land plots of 18,000 sqm (Building Blocks 270 and 271) in the municipality of N.Erythrea. The development is planned for completion within 2009. Ten of these residential units have already been sold and delivered to the buyers.
111 Kifissias Avenue and Sina Street
The construction works for the completion of building II located at 111 Kifissias Avenue and Sina Street are soon expected to be continued. The construction of the building had been suspended by the Council of State in 2004. The process of the adjacent stream demarkation is being completed and a new building permit is expected to be issued. The above ground area of the building will be approximately 3,000 sqm. The Chairman of the BoD also noted that the basements of the building have already been almost completed. The project is quite significant since the demand for high quality offices located at Kifissias Avenue remains significantly increased.
338 Kifissias Avenue
The expropriation of the land plot located at 338 Kifissias Avenue owned by 52.5% by the group companies has been revoked and the respective change in the urban plan is expected. The company has initially agreed with the rest of the land plot owners and is planning the development of a building with above ground area 2,364 sqm at the land plot of 1,970 sqm.
Transfer of Building Coefficient
The Law 3044/2002 has already been judged as constitutional by the Council of State. The only remaining stage for its implementation and enactment is the definition of the 'Zones of Acceptance' (ZoA) for the process of transferring building coefficient by municipalities. Certain municipalities (i.e. Municipality of Amaroussio) have initiated the procedure of defining ZoA for the process of transferring building coefficient into their administrative area. Consequently, the process of transferring building coefficient as defined by Law 3044/2002 is completely valid and respects the Article No. 24 of the Greek Constitution and therefore able to be immediately enacted. The management believes that Law 3044/2002 will enable the company to transfer more than 20,000 sqm of building space without the purchase of additional land, by using unused building rights that already possesses or has the right to acquire, to other properties located in areas where such a transfer is permitted. The Chairman of the BoD also noted that the interest concerning the transfer of Building Coefficient is focused on building complexes located at Kifissias Avenue where the prerequisites for this transfer have already been provided (such as parking spaces and distance from adjacent buildings).
Votanikos
The Chairman of the BoD has informed the shareholders for the issue of Votanikos shopping mall. He referred to the history of the regeneration, initially, of Votanikos only and later the Joint Regeneration of Votanikos and Alexandras Avenue up to the publication of Law 3481/2006. The company, based on the law provisions, proceeded to the purchase of a land plot owned by the companies 'ETMA' and 'Hellatex' and to the development of the above mentioned shopping mall, the construction of which has been suspended by the Council of State while nearly 2,400 parking spaces as well as over 9,000 sqm of above ground building area had been constructed. The suspension of construction works followed an appeal submitted by a small number of citizens against the building permit of the shopping mall. He also noted that, during the 1st quarter of 2009, the Council of State adjourned twice over the matter of the constitutionality of the Law 3481/2006 and, therefore, the legality of the shopping mall building permit. BVIC management is awaiting the publication of the court decision in order to engage upon a course of action concerning the development of the project at Votanikos. In any case, it is clear that if the building coefficient of 1.6 does not apply then the transfer of BVIC's property to the Municipality of Athens also does not apply and the company's management will revoke the grant of the property to the municipality and will claim for rightful compensation.
Finally, the Chairman of the BoD referred to short and mid term plans for development of new projects, noting that the demand for new high quality buildings by the company is significantly strong and stated that the company management remains focused on generating growth in shareholder value.
Aris Vovos, CEO of BVIC, informed the shareholders for the company's financial results and specifically stated the following:
The negative environment prevailing in global financial markets in 2008 led to declines in property values around the world. BVIC also faced the added challenge of legal difficulties with the Votanikos project. Both of these factors are reflected in our annual results that show a material reduction in our net asset value.
NAV per share before deferred tax stood at euro 14.66, a 27% year-on-year decrease. The decrease in NAV was mainly due to a net loss from fair value adjustment on investment properties of euro83.4 million.
During 2008, the Group recorded a net gain from fair value adjustment on investment property of euro76.3 million from the completion of 340 Syggrou Avenue, and euro1.9 million from the acquisition of the horizontal ownership at 1-3 Kifissias Avenue. These gains were offset at year-end by the impairment of the value of the land plot in Votanikos (Aghiou Polycarpou and Aghia Anna Str.) which represented a loss of euro52.5 million, as well as a decrease of euro109 million in the fair value of the investment property portfolio based on current market conditions.
The Group's rental revenue increased by 6.2% to euro 47 million in 2008, as a result of new lease agreements that came into effect during the year, as well as rent adjustments on the existing lease agreements that include an annual upward revision based on Greek CPI plus 100 basis points. In terms of our total revenue for the year, it stood at euro 53 million in 2008, a decrease of 48% compared to 2007. The main reason was the fact that property sales in 2008 were euro5 million, whereas property sales in 2007 were euro 56 million.
Our EBITDA loss stood at euro 96 million compared to earnings of euro 24 million in 2007 due to the net loss from fair value adjustment on investment properties. Net finance expenses stood at euro 75 million in 2008 compared to euro35 million in 2007. This led to a loss before tax of euro 172 million compared to euro 12 million in the previous fiscal year and to a loss after tax of euro 121 million, compared to a loss after tax of euro 8 million in 2007.
Turning to our balance sheet, our investment property portfolio stood at euro 1,212 million a 1.6% decrease from 2007. The decrease in investment properties stemmed from fair value adjustments to the property portfolio based on current market conditions that were partially offset by an additional euro 41 million of construction cost incurred during the year, as well as the completion of 340 Syggrou Avenue and the acquisition of 1-3 Kifissias Avenue. Since 2004, we have completed over 80,000 sqm of developments, increasing our investment property value by 94% from euro 625 million in 2004 to euro 1,212 million in 2008 reflecting the Group's strategy during recent years to develop, retain and exploit its development properties rather than selling them. The Group's bank debt (current and non-current) increased by 20.7% to euro 263.0 million in 2008 mainly due to new loan facilities of euro 113.7 million to cover the development costs at Votanikos, Poros and Sounio, as well as to provide working capital.
BVIC Group's finance lease liabilities (current and non-current) increased by 20.1 % versus 2007 to euro 497.8 million. During 2008, the Group entered into two new sale and leaseback agreements for a total of euro 88.3 million. Additionally, the company proceeded with the refinancing of its sale and leaseback agreement for Delta Falirou Complex II which resulted in an increase of the value of Delta Falirou Complex II, amounting to a total additional notional amount of euro 17 million for the asset.
One of our key objectives for 2009 is to restructure our debt, placing particular emphasis on our short-term debt in order to strengthen our balance sheet. We also intend to secure pre-lets on our undeveloped sites prior to commencing construction. Currently, we have a tourist development at Poros Galatas under construction, and we do not plan to commence construction of any new development, such as the hotel development in Sounio until we have a tenant or buyer for the asset.
We believe that our portfolio of prime assets, and our strong customer focus, as well as our strategy going forward will enable us to continue to meet challenges and to generate growth in shareholder value
After covering all the issues of the agenda and since no other issues were raised, the meeting was finalized.