INTRALOT (henceforth the "Company"), in the framework of the annual implementation of the Stock Option Plan (the "Plan") addressed to the Company's Management, the Company's personnel and the Company's subsidiaries, as it (Plan) was approved by the Extraordinary General Meetings of the Shareholders of the company on 28/02/2001 and 27/09/2001 and in accordance with the article 4 par. 1å of Law 3401/2005, informs the investors the following:
-In the framework of the implementation of the Plan, as it has been described by the Company?s notification to the investors and to the Hellenic Capital Market Commission on 13/12/2005, the procedure of the exercise of the Options by the beneficiaries (stock option plan) during the year 2005 has been completed.
According to the Plan (in effect from November 2002), the issuance price of the new shares, whenever the Options are exercised, is 5.87 per share and following the decision of the Board of Directors of the Company (and in execution of the decisions of the General Meeting of the shareholders of the Company which provide that in the event that the number of shares of the Company is altered then both the number of the shares of the beneficiary, and the offer price will be readjusted so as to allow that the
proportion of participation of each beneficiary to the share capital of the Company will remain constant), the issuance price of the new shares, due to the increase of the share capital of the Company, after the decision of the General Meeting taken on 04/05/2005 and the issuance of one new share for each old, for the current year and the years to come, was set to 2.935 per share.
According to the procedure, among 24 beneficiaries ? employees of the Company and the Company?s subsidiaries that they have not exercise fully their granted Options, the Stock Option Rights were timely exercised by 15 beneficiaries ? employees for 70,610 common registered shares (from a total of 105,830 granted and unexercised, until year 2005, Options of common registered shares) and the total amount that was paid was 207,240.35.
INTRALOT's Board of Directors (BoD) during its meeting on 16/12/2005, decided the increase of the share capital of the Company due to the exercise of the above-mentioned Stock Option, according to the article 13§9 of Codified Law 2190/1920, by 26,125.70 with the issuance of 70,610 new common registered shares, at a par value of 0.37 each, and certified (the BoD) during its meeting on 19/12/2005 the registration in the books of the Company of the above increase and of the premium of 181,114,65 in excess of the share?s par value and it will proceed with all the legal actions, according to the laws in force, so as the new shares will start to be traded on the Athens Stock Exchange.
BRIEF DESCRIPTION OF THE PLAN
According to the Plan, that was approved by the Extraordinary General Meetings of the shareholders of the Company on the February 28th, 2001 and on the September 27th, 2001:
a)the shares of INTRALOT that will be issued finally, if all the granted options will be exercised, will not exceed 5% of the shares of the Company at that time (2001).
b)the offer price of each share was initially set at 5.87 per share.
c)beneficiaries of the Stock Option was the Chairman, the CEO, the Members of the Board of Directors of the Company and of its subsidiaries, their directors and other executives irrespective of the term of their employment , as well as other employees that on 31/12/2000 had completed five years of employment in the Company, including their previous employment in subsidiaries and/or in associate companies.
The beneficiaries, according to the above, shall notify to the Company the exact number of shares for which they will participate their option. The payment of the price that corresponds to these shares takes place within the first fifteen days of December, on the same year that they will provide the notification.
d)the exact number of shares that each beneficiary will receive has been determined from the Management of the Company based on the employment period in the Company and the individual attributes of the employee (experience, remuneration, know-how, prospects, postgraduate studies, replacement difficulties of the employ, key person e.t.c.).
e)the beneficiaries, if they wish so, may exercise their rights partially during a five (5) years period as from the notification, following the same procedure. The Stock Option rights of each participant to the Plan is barred following the lapse of five years from its finalization.
f)in case that the number of the shares of the Company will alter, there will be a readjustment to the number of shares of the beneficiary, as well as to the offer price, so as the proportion of participation of each beneficiary to the share capital of the Company will remain constant.
g)The Stock Option rights personal and it can not be transferred and assigned. However, in case of decease of the beneficiary, the Stock Option rights can be exercised from his/her heirs.
h)the beneficiary loses his option right for all of the shares, in case that he voluntarily resigns from his position until 31/12/2003.
Finally, in case of dismissal due to a punishable behavior, the beneficiary loses his/her Stock Option rights.
In any case the above right expires ipso jure on 31/12/2008.
The people responsible for the preparation of this memorandum and the accuracy of its content are:
1.Mr. John Pantoleon, General Director of Finance and Development, 64 Kifissias Ave. & 3, Premetis Str., Maroussi, tel. 210-61.56.000
2.Mr. Vasilios Vasdaris, Director of Finance, 64 Kifissias Ave. & 3, Premetis Str., Maroussi, tel. 210-61.56.000.
The present informative memorandum will be available to interested parties at INTRALOT premises (64 Kifissias Ave. & 3, Premetis Str., 15125 Maroussi). It will be also available at the site of the Company (http://www.intralot.com). Anyone that wish to acquire additional information, may contact the Shareholders Department of the Company during working days and hours with the offices of the Company at Maroussi, 64 Kifissias Ave. & 3, Premetis Str, tel. 210-61.56.000.
Following special approval from the Athens Exchange, Investment Bank of Greece, subsidiary of MARFIN FINANCIAL GROUP, commences as of today, Monday the 9th of January, market making on the following stocks:
OTE, National Bank of Greece, Alpha Bank, EFG Eurobank Ergasias, Piraeus Bank, OPAP, Coca - Cola HBC, Cosmote, Public Power Corporation, Emporiki Bank.
Market making activities are important in any well organized and developed stock market because they provide guaranteed liquidity and security for the investors. By fulfilling its duties as a market maker Investment Bank of Greece aims, among others, to contribute to the efforts of the supervising authorities for the development of the Athens Exchange through its new regulation.
The BoD of Info-Quest S.A. announces that the shareholders' Extraordinary General Meeting on December 5, 2005 decided among others, the share capital decrease by 1.386.950 euros with the reduce of the number of shares from 50.092.170 to 48.705.220 common registered shares through the cancellation and deletion of the own shares according to the article 16 of Law 2190/1920.
The 1.386.950 shares were bought from July 11, 2002 to March 6, 2003 following the Decision of its shareholders? General Meeting on June 28, 2002 and the Decision and relevant announcements of the company?s BoD on June 28, 2002.
Thus, following the above, the company?s share capital amounts to 48.705.220 euros and is divided in 48.705.220 (CR) shares, of a nominal share value of one euro each.
Following the registration in the Societes Anonymes Registry of the Ministry of Development of the No K2-16043-22.12.2005 Decision of the Ministry of Development, the modification of the relevant article of the Company's Statutes was ratified.
Ôhe ATHEX Board of Directors, during its session on January 5, 2006 was informed about the share capital decrease due to the cancellation and deletion of the own shares.
As of January 12, 2006, the trading of the 1.386.950 shares ceases and they are erased from the ATHEX following the Decision of the company's BoD.