Annual Report of the BoD

Annual Report 2012

<Structure of the Company’s share capital

The Company’s share capital amounts to Euro 338,530,112, divided among 84,632,528 shares with a nominal value of 4 Euro each, of which 77,063,568 are common shares representing 91.057% of the total share capital and 7,568,960 are preferred shares without voting rights, representing 8.943%, approximately, of the total share capital.

All Company shares are registered and listed for trading in the Securities Market of the Athens Exchange (under “Large Cap” classification).

Each Company share carries all the rights and obligations set out in law and in the Articles of Association of the Company. The ownership of a Company share automatically entails acceptance of the Articles of Association of the Company and of the decisions made in accordance with those by the various Company bodies.

Each common share entitles the owner to one vote. The preferred shares provide no voting rights.

In accordance with the resolution dated 27.06.90 of the Ordinary General Meeting of Shareholders of the Company, on the basis of which an increase in the share capital of the Company through the issuance of preferred non-voting shares had been resolved, the privileges enjoyed by holders of preferred non-voting shares were as follows:

A. Receipt, in priority to common shares, of a first dividend from the profits of each financial year; in the event of non distribution of dividend or of distribution of a dividend lower than the first dividend, in one or more financial years, holders of preferred shares would be entitled to a preferential payment of this first dividend cumulatively and corresponding to the financial years in question, from the profits of subsequent years. Holders of preferred non-voting shares would be entitled, on equal terms with holders of common shares, to receive any additional dividend which would be distributed in any form. It is worth noting however that following the amendment made in accordance with article 79 section 8 of Law 3604/2007 of the provisions of section 2 of article 45 of Law 2190/1920 on the distribution of profits of Societes Anonymes and the abolishment of the mandatory distribution of a first minimum dividend equal to 6% of the paid up share capital, it is only the mandatory distribution of dividend equal to 35% of the net profits that applies. Consequently, the above privilege of receipt of a first dividend by the holders of preferred non-voting shares has thereafter become obsolete. 

B. Preferential return of the capital paid up by holders of preferred non-voting shares from the product of the liquidation of Company assets in the event of the Company being wound up. Holders of preferred non-voting shares have equal rights with holders of common shares to a further share, proportionally, in the product of liquidation, if the product in question is higher than the total paid-up share capital. The privileges of this paragraph remain in full force.

The liability of the shareholders is limited to the nominal value of the shares they hold.