Annual Report of the BoD

Annual Report 2012

<Competence of the Board of Directors or of the appointed members thereof for the issuing of new shares or the purchase of own shares of the Company pursuant to article 16 of Codified Law 2190/1920

According to the provisions of article 6 par. 3 of the Company’s Articles of Association, the General Meeting may, by a resolution passed by the extraordinary quorum and majority of article 20 of the Articles of Association, delegate to the Board of Directors the power to increase the share capital by its own decision, pursuant to the provisions of article 13, par. 1, subparagraph (c) of Codified Law 2190/1920 and without prejudice to par. 4 of the same article.

Also, according to the provisions of article 13, par. 13 of Codified Law 2190/1920, by a resolution of the General Meeting passed under an increased quorum and majority in accordance with the provisions of paragraphs 3 and 4 of article 29 and of paragraph 2 of article 31 of Codified Law 2190/1920, a programme can be established for the offering of shares to the Directors and to the Company’s personnel, as well as to personnel of affiliated companies, in the form of stock options, according to the more specific terms of such resolution, a summary of which is subject to the publication  formalities of article 7b of Codified Law 2190/1920. The par value of the shares offered may not exceed, in total, one tenth (1/10) of the paid-up capital on the date of the resolution of the General Meeting. The Board of Directors issues a decision regarding every other related detail, which is not otherwise regulated by the General Meeting and, depending on the number of beneficiaries who have exercised their options, the Board of Directors decides on the corresponding increase of the Company’s share capital and on the issuing of new shares.

According to the provisions of article 16 of Codified Law 2190/1920, subject to prior approval by the General Meeting, the Company may acquire its own shares, under the responsibility of the Board of Directors, provided that the par value of the shares acquired, including the shares previously acquired and still held by the Company, does not exceed one tenth (1/10) of its paid-up share capital. The resolution of the General Meeting must also determine  the terms and conditions of the acquisitions, the maximum number of shares that may be acquired, the duration of the period for which the authorization is given, which may not exceed 24 months, and, in the case of acquisition for value, the maximum and minimum consideration.

In line with the above provisions, the General Meeting of the Company Shareholders on 18.5.2010 and 8.6.2012 approved the purchase by the Company, whether directly or indirectly, of own shares, both common and preferred, up to 10% of its then paid-up share capital within a period of 24 months from each above General Meeting , i.e. from 18.5.2012 until 18.5.2012 and from 8.6.2012 until 18.6.2014,  with the minimum purchase price set at Euro 4 per share and the maximum purchase price set at Euro 40 per share. In accordance with the above resolutions of the General Meeting, the Board of Directors was authorized to proceed to purchases of own shares, provided that the purchases in question would be deemed to be beneficial and the Company’s available funds would so permit. As of today, no purchases of own shares of the Company have been made in implementation of the abovementioned resolutions of the General Meeting dated 18.05.2010 and 8.6.2012.

The total number of own shares currently held by the Company in implementation of  relevant past resolutions of the General Meeting of Shareholders amounts to 3,131,697 common shares and to 5,919 preferred shares without voting rights, representing in total 3.68 %, of the paid up share capital.