Α.Γ.Ε.Τ. ΗΡΑΚΛΗΣ

Resolutions of the Ordinary Shareholders General Meeting on 22nd May 2009

Τhe 100th Ordinary General Meeting of the Company's Shareholders elected duly a new Board of Directors consisting of eight members, as follows:
1. Manolis Chris Kyprianides
2. Peter James Hoddinott
3. Pierre Deleplanque
4. Jean -Charles Blatz
5. Jean-Jacques Gauthier
6. Didier Petetin
7. Agissilaos Karambelas
8. Christos Sorotos
Τhe term of duties of the abovementioned members of the Board of Directors, according to article 11 of the Articles of Association of the Company is three years and expires on the day of the Ordinary General Assembly year 2012 which will decide regarding financial year 2011.
Messrs Christos Sorotos and Agissilaos Karambelas, were defined as independent members, provided that they fulfil the conditions of articles 3 and 4 of Law 3016/2002, as amended and being in force.
2. Τhe General Meeting of the Company's Shareholders approved the financial statements of the financial year 1.1.2008 - 31.12.2008 with the Annual Reports of the Board of Directors and the Auditors, and approved with the required increased majority the payment of minimum dividend amounting to the total of 14,927,368.47 euros or 0.21 euros per share. After the withholding tax (10%), the dividend is 13,434,631.62 euros 0.189 euros per share and has been already paid.
It is mentioned that with Board of Directors' initiative it was not asked to distribute the percentage of profits provided by the Articles of Association of the Company to the members of the Board of Directors and that the remuneration of the General Managers that constitute the Executive Committee will remain at the level of the previous year (2008).
3. Discharged the Board Members and Auditors from any liability for damages whatsoever for the financial year 2008.
4. Elected Auditing Company, Regular and Deputy Auditors for the financial year 2009 and defined their fees.
5. Approved the remuneration and compensations of the Members of the Board of Directors for the financial year 2008 and pre-approved their remuneration until the Ordinary Shareholders? Meeting of 2010 which will decide regarding financial year 2009. The General Meeting of the Company's Shareholders granted also permission for the conclusion of agreements with Members of the Company's Board of Directors.
6. Granted to the Members of the Board of Directors and the Managers of the Company permission to participate in the Board of Directors? Meetings or in the Management of the Group's Companies, which pursue the same or similar goals.
7. The General Μeeting of the Company's Shareholders authorized the Board of Directors to proceed, at its discretion, to a shares purchase program according to article 16 of C.L. 2190/1920, as being in force following its amendment by Law 3604/2007, through the Athens Stock Exchange, and with the following terms:
(a) The Company may proceed to acquisition of own shares within the next 24 months, meaning till the 21.5.2011.
(b) The total number of shares which the Company could buy should not exceed 7,108,250 shares. This number of shares represents the 1/10 of the paid up share capital.
(c) The acquisition of the own shares will take place with maximum purchase price the amount of 16.70 euros per share and minimum purchase price the amount of 2.00 euros per share. The abovementioned amounts represent the maximum price at closing for the last 12 months (22.5.2008 - 21.5.2009) and the nominal value of shares respectively.