Month: May 2007

According to article 278 of the Regulation of the Athens Exchange, the Company announces that the Annual Ordinary General Meeting was convened on May 30th, 2007 at 12.30 hours at Athens Plaza hotel, Syntagma Square and 148 shareholders attended representing a percentage of 66.71% of the share capital. 

All items on the daily agenda were approved as follows: 

Item 1: The yearly 2006 Financial Statements (Parent Company – Consolidated) along with the relevant reports of the Board of Directors and of the Chartered Auditors were approved. 

Item 2: The members of the Board of Directors and the Chartered Auditors were discharged from any liability relating to the yearly 2006 Financial Statements. 

Item 3: A new Board was elected the members of which appear next: Vardis J. Vardinoyannis, John V. Vardinoyannis, Panagiotis N. Kontaxis, John N. Kosmadakis, Petros T. Tzannetakis, Demosthenes  N. Vardinoyannis, Nikos Th. Vardinoyannis, George P. Alexandridis, George Th. Theodoroulakis, Despina N. Manolis (Ms), Konstantinos V. Maraveas, Antonios H. Theoharis. The latter two BoD members are non – executive independent. The organization of the BoD as a Body Corporate will take place shortly. 

Item 4: A dividend amount of € 1.15 per share for the year 2006 was approved. Given that an amount of € 0.20 per share was paid as interim dividend on December 12th, 2006, the dividend remainder for the year 2006 equals € 0.95 per share. Shareholders on record on May 31st, 2007 are eligible to receive the dividend remainder. As of June 1st, 2007 the shares of the Company will trade on the Athens Exchange ex-dividend remainder. Monday June 11th, 2007 was defined as the payment date through the Dematerialized Securities System (S.A.T) Operators (banks, brokerage – securities firms). 

Item 5: Two Chartered Auditors, one ordinary and one substitute, were elected for the year 2007 and their fees were approved. 

Item 6: The fees of the Board of Directors for the accounting year 2006 were approved and the respective fees for the accounting year 2007 were pre-approved. 

Item 7: The amendment of paragraph 2 of article 18 of the Codified Memorandum of the Company was approved and from now on a quorum exists and the Board convenes its meetings legitimately when the number of Directors present equals half the Board´s headcount plus one with the constraint that the number of Directors present cannot be less than three (item 7a). Furthermore, the amendment of paragraph 2 of article 20 of the Codified Memorandum of the Company was approved and as a result the provision for a monetary ceiling above which the Board has an authorization has been abolished from clause e) and clauses f) up to n) (item 7b). 

Item 8: The formation of a taxed reserve for an amount of € 1,763,181 concerning the “own funds” expenditure of the Company in the investment project “Installation of New Equipment for Waste Heat Recovery” was approved.
 

MAROUSSI, MAY 30th , 2007.

Pursuant to a resolution of the Board of Directors and according to the provisions of the Law and of the Company’s Codified Memorandum and Articles of Association, the Company’s shareholders are invited to the Annual Ordinary General Meeting on Wednesday May 30, 2007 at 12:30 hours, to be held at the NJV Athens Plaza Hotel, at A2 Vassileos Georgiou Street – Syntagma Square – Municipality of Athens, for discussion and decision on the following matters: 

1.Presentation and approval of the Financial Statements of the Company (on parent Company and Consolidated basis) for the accounting year 2006 (1.1.2006-31.12.2006), together with the accompanying Reports of the Board of Directors and the Auditors.

2.Discharge of the members of the Board of Directors and the Auditors from any liability for damages with regard to the Financial Statements and activities during the above mentioned accounting year.

3.Election of the Members of the new Board of Directors as the term of service of the existing Board expires.

4.Approval of a dividend.

5.Election of two Chartered Auditors, that is, one ordinary and one substitute, for the accounting year 2007 and approval of their fees.

6.Approval of the fees paid to the Members of the Board of Directors for the accounting year 2006 and pre-approval of the fees for the accounting year 2007.

7.Amendment of article 18 (Convocation of BoD meetings, Quorum – Majority) and article 20 (Administration of the Company) of the Company´ s Memorandum and Articles of Association and specifically:

a)Amendment of paragraph 2 of article 18 regarding Board quorum requirements in order to declare that a quorum exists and therefore the Board convenes its meetings legitimately when the number of directors present in person or by proxy equals half the Board´ s headcount plus one (instead of 7 as provisioned for in the Memorandum currently in force), with the constraint that the number of directors present cannot be less than three. For the calculation of the required quorum number any fraction of an integer will be ignored.

b)Amendment of the clauses e) and f) up to n) of paragraph 2 of article 20 in order to abolish the provision for a monetary ceiling above which the Board has an authorization.

8.Approval of the formation of a taxed reserve for an amount of € 1,763,181 concerning the capital expenditure of the Company in the investment project “Installation of New Equipment for Waste Heat Recovery”. 

Shareholders who wish to participate in the Annual Ordinary Shareholders´ Meeting, according to the Law and the Company’s Codified Memorandum and Articles of Association, must block their shares, through the User of their Securities Account at the Dematerialised Securities System (S.A.T) or the Hellenic Exchanges S.A (previously Central Securities Depository), and deposit the relevant receipt together with the legal documentation, at least 5 days prior to the date of the Ordinary Shareholders´ Meeting.

 

Maroussi, April12th, 2007

THE BOARD OF DIRECTORS