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Daily Official List
ANNOUNCEMENTS (Friday, 15 June 2012)
Corporate Actions | Announcements | Equity Stakes | General Meetings | Dividends | Supervision/Suspension/Delistings
AEGEAN AIRLINES S.A.
MARFIN INVESTMENT GROUP HOLDINGS S.A.
LAMDA DEVELOPMENT S.A.
DIAS AQUACULTURE S.A.
TERNA ENERGY S.A.
QUEST HOLDINGS S.A.
PIRAEUS BANK S.A.
GREEK ORGANISATION OF FOOTBALL PROGNOSTICS S.A.
MOTOR OIL (HELLAS) CORINTH REFINERIES S.A.
AEGEAN AIRLINES S.A.
FOURLIS S.A.
CYPRUS POPULAR BANK PUBLIC CO LTD
J. & P. - AVAX S.A.
HELLENIC TELECOM. ORG.
AEGEAN AIRLINES S.A.
DECISIONS OF THE ORDINARY GENERAL SHAREHOLDERS MEETING OF AEGEAN AIRLINES ON JUNE 14 2012 - Aegean Airlines announces that the Ordinary General Shareholders Meeting of the Company that took place on June 14 2012, was attended by 24 shareholders or shareholders' representatives, representing 52.741.046 common registered shares out of 71.417.100 total shares outstanding, or 73,85% of the company's share capital and the following decisions were taken: ???? 1: Submission and approval of the Annual Financial Statements of the Company for the fiscal year ending on 31.12.2011, drafted in accordance with International Financial Reporting Standards, as well as of the Annual Report of the Board of Directors and the Auditors' Report. It was resolved to approve the Annual Financial Statements for the year 2011, and the Reports issued by the Board of Directors and the Auditors. Votes in favor: 52.733.146, Votes against: 7.900. ???? 2: Discharge of the Members of the Board of Directors and the Auditors from any liability deriving from the exercise of their duties during the fiscal year 2011. It was resolved to discharge the members of the Board of Directors and the Auditors from any liability deriving from the exercise of their duties during the fiscal year 2011. Votes in favor: 52.299.268, Votes against: 7.900, Abstention: 433.878. ???? 3: Election of Certified Auditors (regular and substitute) for the fiscal year 2012 and approval of their remuneration. AGM resolved to elect Mr. Panagiotis Vroustouris as Regular Certified Auditor Accountant (Soel Reg. 12921) and Mr. Leonidas C. Mavromitrou as a Substitute Certified Auditor Accountant (Soel Reg. 21071) of ENEL AUDITING SA and approved their remuneration. Votes in favor: 52.733.146, Votes against: 7.900. ???? 4: Approval of remuneration of members of the BoD for the fiscal year 2011 and pre-approval of their remuneration for the fiscal year 2012. It was resolved to approve the remuneration of executive Board members for the fiscal year 2011 and pre-approved their remuneration for fiscal year 2012. Votes in favor: 52.733.146, Votes against: 7.900. ???? 5: Approval of issuance of bond loan for the amount of 15,000,000 euro through Alpha Bank. The Ordinary General Assembly decided the issuance, according to the codified law 2190/1920 and the law 3156/2003, as valid, and the private placement, common paper Bond Loan in total nominal value fifteen million euro (15,000,000 ), through Alpha Bank as Payment Administrative. The Ordinary General Assembly authorized the Board of Directors of the company, in order to negotiate and decide about the specific terms of the loan issuance, to fulfill any other necessary action for the implementation of its issuance and to appoint the representatives of the company that will execute the agreement between the company and the credit institutes that will be selected to cover the loan as bond debtors, as well as the bonds and any other document referring to the loan. Votes in favor: 52.299.268, Votes against: 441.778. ???? 6: Approval of agreements by the company with third parties pursuant to article 23a of Codified Law 2190/1920. AGM approved pursuant to article 23a of codified Law 2190/20 the construction of the agreement between Aegean Airlines S.A. and the societe anonyme "Touristikes Epichiriseis Messinias A.E.", where Managing Director and shareholder is the Board member and shareholder of Aegean Airlines S.A., Mr. Achilleas Constantakopoulos of Vassilios; the subject of the above agreement is the performance by Aegean Airlines S.A. of the scheduled route Athens-Kalamata-Athens during Summer IATA period 2012, with aircraft of Bombardier DHC-8-400 type, leased by Aegean under wet lease status, with agreed frequencies, and under the terms and conditions included in the aforementioned agreement. Votes in favor: 52.733.146, Votes against: 7.900. ???? 7: Election of new Board of Directors. AGM elected the new BoD with a 3-year term, assigning executive and non-executive directorships as follows: Theodore Vassilakis (Executive) - Eftichios Vassilakis (Executive) - Dimitrios Gerogiannis (Executive) - Achilleas Constantakopoulos (Non-Executive) - Anastasios David (Non-Executive) - Iakovos Georganas (Non-Executive) - Christos Ioannou (Non-Executive) - Panagiotis Laskaridis (Non-Executive) - Alexandros Makridis (Independent, non-executive) - Victor Pizante (Independent, non-executive) - Markos Tsaktanis (Non-Executive) - George Vassilakis (Non-Executive) - Votes in favor: 52.733.146, Votes against: 7.900. ???? 8: Appointment of Audit Committee members under article 37 of law 3693/2008. AGM decided to appoint the following members of the Audit Committee pursuant to article 37 of law 3693/2008: a. Achilleas Constantakopoulos - non-executive Board member. b. Markos Tsaktanis - non-executive Board member. c. Alexandros Makridis - Independent, non-executive Board member. Votes in favor: 52.733.146, Votes against: 7.900.
MARFIN INVESTMENT GROUP HOLDINGS S.A.
MARFIN INVESTMENT GROUP HOLDINGS S.A. hereby announces, according to Laws 3556/2007 and 3340/2005, resolution1/434/03.07.2007 and Circular no. 33 of the Hellenic Capital Market Commission that on June 14, 2012 Mr. Andreas Vgenopoulos, Chairman of the Board of Directors of MIG, acquired 180,000 MIG shares, with total net value of EUR 42,692.49.
LAMDA DEVELOPMENT S.A.
In accordance with Regulation of the Committee of European Community no 2273/2003, article 4, par.4, LAMDA Development S.A. ("the Company") announces that following the decision of the Annual General Meeting of the Shareholders of the Company and the Board of Directors' resolution (dated May 19, 2011) purchased own shares through the Athens Exchange Member Eurobank EFG Securities Investment Firm S.A., as follows: On June 14, 2012 the Company purchased 800 shares, with average cost price euro 1,65 per share and total purchase price euro 1.320,00.
DIAS AQUACULTURE S.A.
RESULTS OF THE MANDATORY TENDER OFFER BY TETHYS OCEAN B.V. TO THE SHAREHOLDERS OF "DIAS AQUACULTURE S.A." FOR THE PURCHASE OF UP TO THE TOTAL OF THE COMMON REGISTERED SHARES OF "DIAS AQUACULTURE S.A." - 15/06/2012 RESULTS OF THE MANDATORY TENDER OFFER BY TETHYS OCEAN B.V. TO THE SHAREHOLDERS OF "DIAS AQUACULTURE S.A." FOR THE PURCHASE OF UP TO THE TOTAL OF THE COMMON REGISTERED SHARES OF "DIAS AQUACULTURE S.A." Pursuant to Article 23 of law 3461/2006 (the "Law"), ? TETHYS OCEAN B.V. (the "Offeror") announces the results of the mandatory tender offer (the "Tender Offer"), which the Offeror submitted on 21 March 2012 (the «Submission Date of the Tender Offer»), to the shareholders of the company "DIAS AQUACULTURE SA» (the «Shareholders» and the "Company" respectively), for the acquisition of the total of the common registered shares of the Company (the "Shares"), which it did not hold, directly or indirectly, by the Offeror and/or by Persons acting in Concert or on behalf of the Offeror, as at the Submission Date of the Tender Offer, pursuant to the provisions of the Law. The words and phrases as well as the combination of word and phrases, used in this announcement, with initial capital letters, whose definition is provided into the Information Circular prepared by the Offeror, approved on 11 may 2012 by the Board of the Hellenic Capital Market Commission and has been published pursuant to the Law, except where otherwise defined herein and save where the context otherwise requires. 1. The Acceptance Period commenced on 16 May 2012 and ended on 13 June 2012. During the Acceptance Period, 148 Shareholders have legitimately and validly accepted the Tender Offer (the "Accepting Shareholders"), tendering in total 9,022,977 Shares, representing approximately 29.9174% of the total of the paid up share capital and the voting rights of the Company (the "Offered Shares"). 2. The Offeror, neither directly nor indirectly via Persons that act in concert with the Offeror, acquired Shares through the market or otherwise as of the Submission Date of the Tender Offer until the end of the Acceptance Period, other than the Shares tendered to the Offeror within the context of this Tender Offer. 3. The payment of the Offer Price to the Accepting Shareholders will commence on 19 June 2012. The Bank EFG Eurobank Ergasias S.A. ("Eurobank") will pay the Offer Price to each Accepting Shareholders, pursuant to the way he/she has selected to the relevant Acceptance Form, namely: namely either (i) with deposit to the bank account held with Eurobank, or (ii) in cash to the Accepting Shareholder to any branch of Eurobank within Greece, upon submission of his/her identity card or passport and valid copy of the Acceptance Form, or (iii) by paying the initial operators of the Offered Shares.
TERNA ENERGY S.A.
TERNA ENERGY S.A. informs the investors that, in compliance with article 4 par. 4 of the Regulation no. 2273/2003 of the Commission of the European Communities and according to article 16 of the Codified Law 2190/1920, as amended and currently in force, as well as by virtue of the Decision of the Regular General Assembly of its Shareholders dated 24.05.2012 and the Decision of the Board of Directors dated 25.05.2012, proceeded on June 14, 2012 through the member of the A.S.E. BETA Securities, with the purchase of 17,900 TERNA ENERGY's shares at an average price of 0.9999 euros per share and at with a total transaction value of 17,898.94 euros.
QUEST HOLDINGS S.A.
Quest Holdings S.A. informs the investors that, according to article 16 of the Codified Law 2190/1920, as amended and currently in force, and in compliance with the terms of the Regulation no.2273/2003 of the Commission of the European Communities, as well as by virtue of the Decision of the Regular General Assembly of its Shareholders dated 05/06/2012 and the Decision of the Board of Directors dated 06/06/2012, proceeded on June 14, 2012 through the member of the A.S.E. "Eurobank EFG Equities", with the purchase of 144 Quest Holdings S.A.'s shares at an average price of 0,67 euro per share and with a total transaction value of 99,56 euro.
PIRAEUS BANK S.A.
Piraeus Bank announces that on June 14 2012 has signed an agreement, with Investors Bancorp Inc, for the transfer of its shareholding (98.5%) in its subsidiary Marathon Banking Corporation in New York, USA. Investors Bancorp, headquartered in Short Hills, New Jersey, is a full-service community bank with USD11.3 billion in assets. The consideration for the shareholding percentage to be transferred amounts to USD 133 million in cash, corresponding to 1.5x tangible book value of Marathon Bank. The transaction results to a total capital adequacy ratio up-lift of Piraeus Bank Group of approximately 22 basis points to 9.3% (pro-forma for March 2012). The transaction has been approved by the Board of Directors of each company, subject to customary regulatory approvals and is expected to close in the fourth quarter of 2012.
GREEK ORGANISATION OF FOOTBALL PROGNOSTICS S.A.
OPAP S.A. announces, that pursuant to Law 3556/2007 and Law 3340/2005, as well as the Capital Market Commission's decisions 3/347/12.7.2005 and 1/434/3.7.2007, Eurobank EFG Equities S.A, notified OPAP S.A. on 14.06.2012, that: 1) Bought on 13.06.2012, 78,659 common registered shares of OPAP S.A., at a total value of euros 281,010.71. 2) Bought on 13.06.2012, 75 futures of OPAP S.A., at a total value of euros 26,550.00. 3) Sold on 13.06.2012, 58,659 common registered shares of OPAP S.A., at a total value of euros 208,602.86. 4) Sold on 13.06.2012, 98 futures of OPAP S.A., at a total value of euros 34,653.00. 5) Bought on 13.06.2012, 11,163 common registered shares of OPAP S.A., at a total value of euros 39,394.76. 6) Sold on 13.06.2012, 14,469 common registered shares of OPAP S.A., at a total value of euros 51,466.72. The notification by Eurobank EFG Equities S.A. to OPAP S.A. and accordingly, by OPAP S.A. to the Capital Market Commission, is disclosed precisely because, Mr. Dimosthenis Archontidis holds a managerial role as a non-executive member of the Eurobank EFG Equities S.A. Board, while at the same time he is a non-executive Member of the OPAP S.A. Board (liable person according to Law 3340/2005).
MOTOR OIL (HELLAS) CORINTH REFINERIES S.A.
It is hereby announced that on June 14th, 2012, Mr. Petros T. Tzannetakis, Deputy Managing Director - Chief Financial Officer and Executive BoD Member (person obliged to acknowledge his Stock Exchange transactions on Company shares, according to article 13 of the Law 3340/2005), bought 500 MOTOR OIL (HELLAS) S.A. shares of total value euro 2,100.
AEGEAN AIRLINES S.A.
AEGEAN AIRLINES S.A. announces, that in compliance with L. 3556/2007 and L.3340/2005, in combination with the resolution of the Hellenic Capital Market Commission 1/434/3.7.2007, Autohellas, a legal entity closely associated with Mr. Theodore Vassilakis (Chairman of the BoD), Mr. Eftichios Vassilakis (Vice Chairman of the BoD) and Mr. George Vassilakis (non executive member of the BoD), purchased 5,729 common registered shares of Aegean Airlines of total value Euro 6,561.94 on 14/06/2012.
FOURLIS S.A.
In accordance with the decision of Capital Markets Committee 5/204 article 13, paragraph 2c it is announced that the ordinary general meeting of the company's shareholders, held on 15th June 2012, decided a share buy back program in accordance with article 16 L. 2190/1920 as follows: Share Buy Back approval up to 5% of the issued share capital or 2.549.616 shares. The Share Buy Back will take place within (24) twenty four months from the Annual General Meeting approval. The lowest purchase will be euro 0,50 per share and the maximum euro 15,00 per share. The Board of Directors is authorized to implement the Share Buy Back program.
CYPRUS POPULAR BANK PUBLIC CO LTD
Cyprus Popular Bank Public Co Ltd (the "Bank"), further to its announcement dated 18 May 2012, announces that the Minister of Finance has issued the (Amending) Decree for the Underwriting of the Rights Issue of the Cyprus Popular Bank Ltd, the provisions of which will be included in the Supplementary Prospectus. The said Amending Decree includes, among others, the differentiation of the terms of the Warrants to be offered by the Republic of Cyprus to every other person, who exercises the nil paid Rights. The decree, as published in the Official Gazette of the Republic of Cyprus, is hereby attached for the information of the investors.
J. & P. - AVAX S.A.
In accordance with Law 3556/2007 as well as decisions 1/434/03.07.2007 and 33/03.07.2007 of Greece's Capital Markets Commission, J&P-AVAX SA announces the purchase on 14.06.2012 of 16,000 shares of J&P-AVAX SA for a consideration of euro 10,303.56 by D&S JOANNOU (INVESTMENTS) LTD a legal entity related to Board Chairman Mr Leonidas Joannou and Executive Director Mr Christos Joannou.
HELLENIC TELECOM. ORG.
Hellenic Telecommunications Organization SA (ASE: HTO, OTC MARKET: HLTOY), the Greek full-service telecommunications provider, today held its 60th Ordinary General Meeting of Shareholders, during which 64.78% of its shareholders were present. During the meeting, the majority of shareholders approved: The Management Report of the Board of Directors, the Audit Report prepared by Certified Auditors on the separate and consolidated financial statements of OTE SA ended on 31/12/2011, including the annual financial statements (both Separate and Consolidated) of 31/12/2011. They also approved the non-distribution of dividend for the fiscal year 2011 based on financial results of fiscal year 2011. The exoneration of the members of the Board of Directors and the Auditors of all liability, for the fiscal year 2011, pursuant to article 35 of C.L.2190/1920. The remuneration paid to the members of the Board of Directors, the Audit Committee and the Compensation & Human Resources Committee for the fiscal year 2011 and determination of their remuneration for the fiscal year 2012. The appointment of PRICEWATERHOUSECOOPERS S.A. as Chartered Auditors for the Ordinary Audit of the Financial Statements of OTE S.A. (both Separate and Consolidated), in accordance with the International Financial Reporting Standards, for the fiscal year 2012 and determination of their fees. The continuation of the insurance coverage of OTE Directors & Officers against liabilities incurred in the exercise of their competences, duties and functions by a 5-month extension on the existing contract from 1-8-2012 until 31-12-2012 and assignment of power to sign it. The implementation of the Independent Services Agreement of the Managing Director of OTE S.A. The terms of Participation Agreements between OTES.A.and its subsidiaries (COSMOTEGreece, ??C, GLOBUL, COSMOTE ROMANIA, ROMTELECOM) on the one hand and BUYINS.A.on the other hand and the relevant powers were assigned. The Ordinary General Meeting of Shareholders also elected, pursuant to the relevant Articles of the company's Articles of Incorporation a new eleven-member Board of Directors for a three year term, due to the termination of tenure of the existing Board of Directors, and appointed the independent members of the Board of Directors. It is noted that the composition of the Board of Directors remained the same with that of the outgoing Board of Directors. Following the conclusion of the Ordinary General Meeting of Shareholders, ???'s Board of Directors formed into a body corporate as follows: Michael Tsamaz, Chairman / CEO, Executive member. Dimitrios Tzouganatos Vice-Chairman, Independent Non-Executive member. Klaus Muller, Non-Executive member. Kevin Copp, Executive member. Claudia Nemat, Non-Executive member. Efstathios Anestis, Non-Executive member. Nikolaos Karamouzis, Non-Executive member. Michael Bletsas, Non-Executive/Independent member. Panagiotis Tabourlos, Executive/Independent member. Vasileios Fourlis, Non-Executive/Independent member. Timotheus Hottges, Non-Executive member. The General Meeting of Shareholders also appointed as members of the Audit Committee the independent members of the Board of Directors, Mr. P. Tabourlos, Mr. D. Tzouganatos, Mr.V. Fourlis, who were also members of the Audit Committee during the tenure of the outgoing Board of Directors.
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