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Τhe General Assembly unanimously approved
a) the Break-up Agreement dated 18.9.2008 of the company ?TERNA SOCIETE ANONYME TOURISM TECHNICAL AND SHIPPING COMPANY? in two sections (divisions), with absorption of the first by ?GEK S.A.?, and the second by ?LITHOS SOCIETE ANONYME?. It is noted that the Brak-up Agreement has been published in the Government Gazette Sheet No. 11093/29.9.08 (SA & LTD Issue), a summary of such has been published in the Newspaper EXPRESS on 4/10/2008 and such was also posted on the Company?s website and disclosed to the Athens Exchange.
b) the explanatory report by the Board of Directors on the aforementioned Break-up Agreement dated October 2,2008.
c) the report by the Certified Auditor ? Accountant on the definition of the book value of assets of the splitting company based on the Transformation Balance Sheet of 30/6/2008 according to the provisions of L.2166/93. It is noted that the relevant Report is also posted on the Company?s website as of today
d) the report according to article 4.1.4.1.3 of the Athens Exchange Regulation following the relevant report by ALPHA BANK S.A. on the valuation of assets of the companies participating in the Break-up, as such has already been posted on the Company?s website and disclosed to the Athens Exchange.
Following, the General Assembly unanimously approved the Break-up of the Company ?TERNA SOCIETE ANONYME TOURISM TECHNICAL AND SHIPPING COMPANY? in two sections (divisions), with absorption of the first by ?GEK S.A.?, and the second by ?LITHOS SOCIETE ANONYME?, according to the provisions of articles 81-86 of C.L.2190/20 and articles 1-5 of L. 2166/93, and it designated Mr. Panayiotis Pothos, Executive Member of the BoD, as representative for the execution before a Notary Public of the above Break-up Agreement through absorption.
Following the above, the Shareholders of the splitting company TERNA (except for the shareholder GEK SA) will exchange every one (1) common voting share owned towards 0.950000021 common voting shares of GEK. The shares of TERNA will continue to trade on the Athens Exchange until the completion date of all required by Law formal procedures and approvals. The Company will inform the Investors with a new announcement, on the delisting of its existing shares and the conversion and crediting of new shares with the completion of the separation and the formation of the Group?s new scheme.