The Second Adjourned General Meeting, was held on Friday, June 23, 2006, at 10:00, at the premises of the Company at Kifissia of Attika, 5, Xenias & Harilaou Trikoupi Str. (former hotel CECIL). The total number of shareholders that were present or represented were 10 corresponding to 34.144.682 shares out of 72.867.451 shares, which represent a percentage of 46,86 % and decided the extension until 31.12.2010 of the stock option plan to the managers and of the Company and of its subsidiaries, in the form of pre-emption right of share purchase, Stock Options (ever after the Right) according to par. 9 of art. 13 of C.L. 2190/1920, which was originally decided by the 1st Adjourned General Meeting of the shareholders of 23.6.2000 and later modified by the Annual General Meeting of the shareholders of 06.06.2002, as this plan was executed in practice and thus was reformulated and adjusted as follows:
1. Entitled to the above Right are managers of the company and of its subsidiaries (below: the Entitled). The managers of the company and of its subsidiaries, who will be entitled of the Rights, will be exclusively defined by special act of the company's Board of Directors.
2. The cumulative number of shares issued to be allotted to those Entitled to the above Right, must not exceed the number of 2.000.000 shares during the following five - year period, i.e until 31.12.2010.
3. The purchase value of the shares, in case the Entitled exercise their Right, must equal to one (1) euro per share.
4. The terms for the granting of the Right are the following: (a) Seniority to the company or to its subsidiaries, the length of which will be defined by the Board of Directors. (b) Positive financial performance achieved in the accounting period within which the Right is granted, reported on the company's consolidated financial statements, which will be declared as satisfactory by special act of the Board of Directors.
5. Essential precondition for the Entitled to exercise their Right is, the Entitled to actively serve the company or its subsidiaries, at the time they exercise their Right.
6. The Rights will be granted to the Entitled until early November each year and the Entitled may exercise the Rights on the above conditions, until late November of the same year unless it is differently defined by the Board of Directors.
7. The number of shares to which every person is annually Entitled to, is defined as follows: Basic number of shares X position co-efficient X profitability co-efficient X personal efficiency rate of the person entitled Where: Basic number of shares: 5,000 shares Position co-efficient: from 1 to 5 defined upon decision of the Board of Directors,depending on the administration post the person holds and its importance at the company's financial performance. Profitability co-efficient: from 0 to 2 defined upon decision of the Board of Directors, depending on the profitability of the current financial year. For the estimation of the Profitability Co-efficient, the accounting period within which the Right is exercised will be entirely taken into account by compounding on an annual basis the results of the previous nine-month period. Personal efficiency rate: from 0 to 2 defined upon decision of the Board of Directors.
8. By decision of the Board of Directors, certifications of the Stock Purchase Rights will be issued and delivered to those Entitled. Every year, in December, the Board of Directors will issue and deliver shares to the Entitled, who have exercised their Right, and further equally increase the company?s share capital and certify the capital increase in accordance with article 11 of C.L. 2190 / 1920. The above increases do not constitute a statutory modification and they do not fall within the regulatory eff ect of article 13 par. 5 of C.L. 2190 / 1920.
9. The aforementioned plan for the allotment of shares in the form of pre-emption right of share purchase (Stock Options) will be activated by decision of the Board of Directors, which will also define the plan?s extent of application. The Board of Directors is authorized to impose further conditions for the exercise of the Right and the delivery of shares, especially related to the achievement of specific goals for each of those Entitled, and also to define in detail the necessary regulations for the impl ementation of the plan. By the same decision the Board of Directors may suspend the delivery of shares to those Entitled for two, and up to three years from the time the Right was exercised or may also engage the stocks delivered, for the same period of time mentioned above.
The General Meeting of the Shareholders reserved the right to extend in time, expand or modify the present plan by new decision.