Decisions of the 1st Reiterative Extraordinary General Meeting of December 28, 2001
1.A share capital increase with the contribution of the shares of the companies ?Central Securities Depository S.A?, ?Athens Derivatives Exchange S.A.?, ?Athens Derivatives Exchange Clearing House S.A.?, ?Thessaloniki Stock Exchange Centre S.A.? and ?Systems Development and Support House of Capital Market S.A?, which are held by third party shareholders. The shares that are held by companies of the HELEX Group will not be contributed.
2.Approved the election of a new Board member in replacement of a resigned member.
3.Annulled the transitional provisions and codified the Corporation Charter.
More specifically, the shareholders of the companies mentioned above will be invited, through an announcement in the press, to contribute their shares to cover HELEX's share capital increase. These shareholders will receive HELEX shares, which will be floated in the Main Market of the Athens Stock Exchange.
There will be no readjustment to HELEX's share price, due to the fact that the share capital increase will take place with contribution in kind.
The Capital Market Committee approved the Company Prospectus on 28/12/2001. The Prospectus will be at the public's disposal, beginning on Monday, 31/12/2001 at the Athens Stock Exchange, at HELEX's offices and at the offices of the issue consultants (Alpha Finance and ETEBA).
The conditions of the contribution are:
1.The companies mentioned above have been valuated by a special valuating committee, provisioned by article 14 of L. 2954/2001 in order to specify their value. The committee has arrived at the following conclusions:
2.The exchange ratios that were decided at the 1st reiterative EGM of the shareholders of 28/12/2001 are the following:
3.The shareholders are entitled to contribute all of the shares they hold in the companies ?Athens Derivatives Exchange S.A.?, ?Athens Derivatives Exchange Clearing House S.A.?, ?Thessaloniki Stock Exchange Centre S.A.? and ?Systems Development and Support House of Capital Market S.A?.
4.Specifically for the company ?Central Securities Depository S.A.?, offers of up to 90,000 shares per shareholder will be accepted, so that there will be a total contribution of 3,888,300 shares. In the instance that some shareholders do not wish to contribute their shares and the above number is not exhausted, offers will be accepted by the shareholders that are interested in contributing parts or totals of their remaining shares. The offers will be accepted on a priority basis according to the shareholders that have the least number of remaining shares in the CSD.
5.The contribution period will last from Monday 31/12/2001 to Monday 21.01.2002