SHARE CAPITAL
Upon establishment of the Company as at October 1983, the share capital was set at five million (5,000,000) drachmas or € 14,673.51 and was paid up in full in cash, being divided into 1,000 registered shares with a nominal value of GRD 5,000 or € 14.67 each.
By means of resolution of the Extraordinary General Meeting of the company’s shareholders dated 29th March 1985, the share capital was increased by five million (5,000,000) drachmas or € 14,673.51 with the issue of 1,000 registered shares with a nominal value of GRD 5,000 or € 14.67 each. The amount was paid up in full in cash. Thus, the capital amounted to GRD 10,000,000 or € 29,347.03, being divided into 2,000 registered shares with a nominal value of GRD 5,000 or € 14.67 each.
By means of resolution of the Extraordinary General Meeting of the company’s shareholders dated 29th December 1987, the share capital was increased by five million (5,000,000) drachmas or € 14,673.51 with the issue of 1,000 registered shares with a nominal value of GRD 5,000 or € 14.67 each. The amount was paid up in full in cash. Thus, the capital amounted to GRD 15,000,000 or € 44,020.54, being divided into 3,000 registered shares with a nominal value of GRD 5,000 or € 14.67 each.
By means of resolution of the Extraordinary General Meeting of the company’s shareholders dated 20th December 1988, the share capital was increased by ten million (10,000,000) drachmas or € 29,347.03 with the issue of 2,000 registered shares with a nominal value of GRD 5,000 or € 14.67 each. The amount was paid up in full in cash. Thus, the capital amounted to GRD 25,000,000 or € 73,367.57, being divided into 5,000 registered shares with a nominal value of GRD 5,000 or € 14.67 each.
By means of resolution of the Extraordinary General Meeting of the company’s shareholders dated 23rd November 1990, the share capital was increased by thirty million five thousand (30,005,000) drachmas or € 88,055.76 with the issue of 6,001 registered shares with a nominal value of GRD 5,000 or € 14.67 each. The amount was paid up in full in cash. Thus, the capital amounted to GRD 55,005,000 or € 161,423.33, being divided into 11,001 registered shares with a nominal value of GRD 5,000 or € 14.67 each.
By means of resolution of the Extraordinary General Meeting of the company’s shareholders dated 18th November 1992, the share capital was increased by thirty million (30,000,000) drachmas or € 88,041.09 with the issue of 6,000 registered shares with a nominal value of GRD 5,000 or € 14.67 each. The amount was paid up in full in cash. Thus, the capital amounted to GRD 85,005,000 or € 249,464.42, being divided into 17,001 registered shares with a nominal value of GRD 5,000 or € 14.67 each.
By means of resolution of the Extraordinary General Meeting of the company’s shareholders dated 20th December 1993, the share capital was increased by eight hundred forty million (840,000,000) drachmas or € 2,465,150.40 with the issue of 168,000 registered shares with a nominal value of GRD 5,000 or € 14.67 each and issue price equal to GRD 6,300 or € 18.49 per share from contribution of the assets and liabilities of ELLO S.A. as at 30 June 1993 due to absorption (merger) of the latter.
The said increase gave rise to reserves from the issue of shares above par equal to GRD 218,400,000 or € 640,939.10. Thus, the capital amounted to GRD 925,005,000 or € 2,714,614.82, being divided into 185,001 registered shares with a nominal value of GRD 5,000 or € 14.67 each.
By means of resolution of the Extraordinary General Meeting of the company’s shareholders dated 30th June 1995, a reduction in the nominal value of shares was decided from GRD 5,000 or € 14.67 to GRD 500 or € 1.45 followed by an increase in the share capital by nine million seven hundred forty-five thousand (9,745,000) drachmas or € 28,598.68 with the issue of 19,490 registered shares with a nominal value of GRD 500 or € 1.47 each, through capitalization of a part of the reserves arising from the issue of shares above par. Thus, the capital amounted to GRD 934,750,000 or € 2,743,213.50, being divided into 1,869,500 registered shares with a nominal value of GRD 500 or € 1.47 each.
By means of resolution of the Ordinary General Meeting of the company’s shareholders dated 24th May 1999, the share capital was increased by seven hundred twenty-three million nine hundred thousand (723,900,000) drachmas or € 2,124,431.40 with the issue of 1,447,800 registered shares with a nominal value of GRD 500 or € 1.47 each through an equal capitalization of reserves and in particular of: a) a part of reserves under Law 1828/1989 and in particular GRD 453,691,273 or € 1,331,449.08 from profits of the financial years 1994, 1995, 1996; b) a part of the extraordinary reserves from the profits of the year 1997 amounting to GRD 61,553,727 or € 180,641.90; c) the entire reserves from the issue of shares above par and in particular GRD 208,655,000 or € 612,340.43. Thus, the capital amounted to GRD 1,658,650,000 or € 4,867,644.90 being divided into 3,317,300 registered shares with a nominal value of GRD 500 or € 1.47 each.
By way of resolution of the Extraordinary General Meeting dated 2nd March 2000, the following were decided:
a) to increase the share capital by 1,052,690 shares; of these 1,002,690 were covered by way of public offering and 50,000 were covered through private placement at the selling price of GRD 7,000 or € 20.54 each; and to carry forward to the reserves the premium on capital stock arising from the issue of the above shares, amounting to GRD 7,105,657,500 or € 20,852,993.40.
Subsequently, by means of resolution of the Extraordinary General Meeting dated 13th July 2000, it was decided to capitalize a part of the reserves equal to GRD 3,843,645,000 or € 11,279,955.98 with the issue of 15,374,580 new shares above par with a nominal value of GRD 250 or € 0.73 each, and to distribute free of charge two (2) new shares for one (1) old share.
The nominal value of the share was thus converted into GRD 250 or € 0.73 each.
By means of resolution of the General Meeting of the company’s shareholders dated 4th February 2002, the share capital was reduced by twenty-eight million eight hundred eighty-four thousand nine hundred ninety-three (28,884,993) drachmas or € 84,768.87 and, by crediting the reserves “Difference from conversion of share capital into Euro” with an equal amount, the said share capital was converted into EUR sixteen million eight hundred thirty-five thousand one hundred sixty-five and ten cents (16,835,165.10). The same number of twenty-three million sixty-one thousand eight hundred seventy (23,061,870) shares was kept, and the nominal value of each share was converted from GRD two hundred fifty (250) into seventy-three cents (0.73) each.
Thus, the share capital of the Company currently amounts to EUR sixteen million eight hundred thirty-five thousand one hundred sixty-five and ten cents (16,835,165.10) pursuant to the foregoing and is divided into twenty-three million sixty-one thousand eight hundred seventy (23,061,870) shares with a nominal value of seventy-three cents (0.73) each. Further, the reserves from the issue of shares above par amount to EUR nine million five hundred seventy-three thousand thirty-seven and forty-two cents (9,573,037.42) and the reserves "Difference from conversion of share capital into Euro" amount to EUR eighty-four thousand seven hundred sixty-eight and eighty-seven cents (84,768.87).
Pursuant to Article 16 of Codified Law 2190/1920, as currently in force, the Extraordinary General Meeting of the company’s shareholders dated 15th November 2002 decided to purchase up to 2,000,000 of its current own shares within a total period of 12 months, namely until 14 November 2003, with the lowest and highest purchase price of each share being set at EUR 2 and 12 respectively.
Following the above decision and the relevant authorization granted to the Board of Directors of the Company, the latter, by means of its resolution dated 7th January 2003, announced that they are entitled to purchase up to 1,000,000 current shares of the Company from 22 January 2003 to 18 April 2003 at the lowest and highest price of EUR 2 and 12 respectively per share.
Finally, by means of resolution of the BoD which was also announced in the Press, the Company acquired 135,760 own shares in toto, at an average acquisition price of € 2.52 each and total value equal to € 371,739.
