New Page 1

::HERITAGE::

“AEGEK – General Construction and Maritime, Tourist, Agricultural and Forestry Societe Anonyme” and the distinctive title «ΑΕGΕΚ» was established in 1949 (G.G. Issue 251/5.8.1949) with the objective of undertaking and executing construction projects. The articles of incorporation were drafted by virtue of the notarial deed with no 11931/1949 of Athens Notary Panagiotis Nikolaou Nordas and published in summary in the G.G. Issue 251/5.8.1949 (S.A. Bulletin).

The Company is registered in the Registry of Societes Anonymes of the Ministry of Development, under number 13262/06/Β/86/015.

The seat of the Company, according to article 3 of its articles of incorporation, is the Municipality of Maroussi and more specifically, its premises are located at no 18-20, Amaroussiou-Halandriou Street, Postal Code 151 25, tel. 210 6306000.

The duration of the Company, according to article 4 of its articles of incorporation, was set at ten years as of the publication of the decision approving the Company’s initial Articles of Incorporation (G.G. Issue 251/5.8.1949). Such duration was extended by virtue of the decision of the General Assembly dated 23.3.1959, by 40 years (namely until 5.8.1999) (G.G. Issue 531/27.12.1960), and by virtue of the decision of the General Assembly dated 12.6.1982, by 50 years as of its expiration, namely until 5.8.2049 (G.G. Issue 3446/30.8.1982). By decision of the General Assembly of Shareholders, which is taken according to the provisions of paragraph b, of article 22 and article 24 of such articles of incorporation, the duration of the company may be either extended or shortened.

On 3.9.2002, the Company’s Board of Directors approved the acquisition by AEGEK of the societes anonymes under the corporate names “DOMITOR ATE”, “IKODOMIKI ATE”, “ODOSIMANSI ATEBE” and “AXON ATEBE”, within the framework of L. 2940/2001 for the reassessment of contracting companies. On 19.9.2002, the decision of the Deputy Minister of Development with no Κ2-11932, whereby the aforementioned acquisition was approved, was entered in the Registry of Societes Anonymes.

In January 2003, the Company was reassessed and acquired the highest contracting degree of the 7th class of the Registry of Contracting Companies (MEEP).

On 11.3.2006, the Second Repetitive General Assembly of Shareholders of the Company decided on the acquisition by AEGEK of the societes anonyms EFKLIDIS and METON S.A. On 31.3.2006 the decision of the Deputy Minister of Development with no Κ2-4697/31.3.2006, whereby the aforementioned acquisition was approved, was entered in the Registry of Societes Anonymes.

On 19/1/2008 within the framework of the general financial and organisational restructuring of the Group, the 2nd Repetitive Extraordinary General Meeting of Shareholders of AEGEK took place and approved, inter alia, the spin-off of the construction sector of AEGEK and its transfer to subsidiary AEGEK CONSTRUCTION S.A., pursuant to the provisions of articles 1-5 of l. 2166/1993 and the legislation in force regarding societes anonymes, and the change of the company’s activities, in that they will mainly focus in concession projects, realty development and the provision of consultancy, support and technical services, in respect of project management issues by making use of its know-how in the construction of projects.

The spin-off and transfer of the construction sector was approved, by virtue of the decision with no ΕΜ-2275/15.02.2008 of the Athens Prefect (Athens Prefecture-Eastern Section) which was entered on 15.02.2008 in the Registry of Societes Anonymes of the Athens Prefect for AEGEK CONSTRUCTION SA and sent for publication in the Government Gazette (Bulletin of SA and Limited Liability Companies).

Within the framework of te aforementioned spin-off, AEGEK CONSTRUCTION S.A. also obtained the contracting degree of 7th class of AEGEK, with number 5498, which was re-issued in the name of the former on 23.04.2008, by virtue of the decision of the Deputy Minister of Environment, Physical Planning and Public Works, with number 10900/22.04.2008.

The contracting degree of AEGEK CONSTRUCTION S.A. was reassessed, pursuant to the provisions of article 4 of L. 2940/01 (G.G. 180/t.Α/6-8-2001) and the decision with no 7688-31/03/2009 of the Minister of Environment Physical Planning and Public Works. Further to the issuance of the legal opinion by the MEEP Committee (recommendation no 452), AEGEK CONSTRUCTION S.A. was classified at the highest (7th) Class of the MEEP, for all project categories, also in accordance with the relevant Certification with no D15/29723/31-03-2009 of the Registry of Contracting Companies (MEEP) of the MEPPPW.

Such classification is valid for a period of three years, expiring on 31st January 2012.

On 26.06.2008, the company reached an agreement with EGEK CONSTRUCTION S.A., creditor banks and Mr. Ioannis Maroulis, businessman, on the subject of the acquisition by company PROMACHOS S.A., controlled by such businessman, of up to 1/3 of the shares of AEGEK and 80% of the shares of subsidiary AEGEK CONSTRUCTION S.A.:

Within the scope of the aforementioned agreement, the following events took place within the second half of financial year 2008:

(a) Share capital increase of the Company, which was partially covered (at a percentage of 99.93%) on 7.11.2008, by the amount of € 75,216,779.50, by cash settlement and abolishment of the preemption right of existing shareholders in favour of creditor banks, for the payment of AEGEK’s bank liabilities.

(b) Successive share capital increases by company AEGEK CONSTRUCTION S.A., which raised funds of a total amount of approximately € 94.00 million, by cash settlement and full coverage of such increases by AEGEK.

(c) Transfer from AEGEK to company PROMACHOS S.A., of a package of 66,000,000 shares of company AEGEK CONSTRUCTION S.A., owned by AEGEK, at the price of €20,000,000.00 so that, once the transaction is completed, companies AEGEK and PROMACHOS S.A. will be the sole shareholders of such company, each holding a percentage of 20% and 80% respectively.

(d) Issuance of a common debenture loan of subsidiary AEGEK CONSTRUCTION S.A., amounting to € 60 million, for the refinancing of existing bank loans as well as the funding of the company’s general business plans, according to the granting and securing terms which are typical with such contracts, including the provision of the corporate guarantee of AEGEK, under the provisions of article 23a, par. 1b of C.L. 2190/1920.

(e) Transfer of certain assets, owned by AEGEK, and allocation of their consideration for the settlement of bank liabilities, along with (i) lifting of existing construction liens in favour of creditor banks against the rest of the assets of companies AEGEK and AEGEK CONSTRUCTION S.A., which remain with such companies, as well as (ii) lifting of pledges on holdings of companies AEGEK and AEGEK CONSTRUCTION S.A. The actions directly listed hereinabove are in progress and their completion is expected within the first half of 2009, since time-consuming bureaucratic procedures made their completion impossible within the first quarter of 2009, according to the original time-frame.

The implementation of the aforementioned will contribute to the consolidation of the financial position of companies AEGEK and AEGEK CONSTRUCTION S.A., it will significantly enhance their role in the construction, holdings and concession sectors, therefore essentially improving their long-term prospects, by achieving scale economies and creating a solid and healthy base for profitable development in Greece and abroad.

The 1^st repetitive extraordinary General Assembly of the company’s shareholders dated on 21.09.2009, approved the broadening of the company’s objective and decided the relevant amendment of article 2 of AEGEK’s articles of incorporation. The relevant amendment, which was approved by virtue of the decision of the Deputy Minister of Development with reg. no Κ2-6200/15.06.2009, relates to the need to adjust the company’s objective to the new forms of partnerships and co-operations and to the new types of projects (concessions, PPP etc.), the expansion of the company’s fields of activity and the broadening of the company’s objective into separate objects that are, either directly or indirectly, of interest to the company, into as many as possible fields, in order to establish the proper framework for the development of the company’s activities when the right opportunity presents itself.

The objective of the Company consists in :

1. The undertaking, design, planning, set up, supervision, financing, technical management, execution, commissioning, development, administration, operation, maintenance and exploitation of all types, categories and specialties of technical, construction and energy projects, projects from renewable energy sources, including wind energy, hydroelectric, thermoelectric, solar, photovoltaic, geothermal, biomass and district heating projects, and in general any kind of generation and exploitation of energy and of its derivatives from renewable energy sources, water and water resources management projects, water desalination projects, water trading and exploitation projects, sanitary landfill projects, waste management projects, harbour works, hydraulic projects, mechanical projects, road construction projects, geotechnical projects and, in general, any kind of projects of, including but not limited to, public, municipal, private and generally public or private legal persons, natural persons and organizations, local authorities, any kind of associations, in Greece and abroad.

2. The undertaking and execution of any kind of designs and research in Greece or abroad.

3. The undertaking, design, planning, set up, supervision, financing, technical management, execution, commissioning, development, administration, operation, maintenance and exploitation of concession projects and of projects executed by public - private cooperation (PPC) and any activity or action and the development of any kind of business activity, which is provided by or derives directly or indirectly from relevant concession agreements and PPPs.

4. The provision of consultancy, support and technical services and know-how to any legal or natural person, in the areas of general management, construction of technical projects of any class, execution of any kind of designs, public relations, investment relations, internal auditing, tax and accounting and compliance with accounting standards etc.

5. The undertaking of the technical management, design, construction and commissioning of technical projects, as well as the management of technical projects, holdings and concessions (project management).

6. The extraction, recovery, treatment, transportation, production, transformation, management, exploitation and trading of quarry products, aggregates and, in general, any kind of mineral ores in Greece or abroad, as well as the procuring, management, representation, trading, maintenance, leasing and, in general, production, representation and exploitation in any form in Greece and abroad of any kind of materials, construction materials, machinery, components and, in general, equipment and tools coming from Greece or abroad.

7. The involvement in the fields of purchase, sale and, in any way, development, management, maintenance and exploitation of real estates, areas of land and buildings, both within and outside the city plan, as well as in general of residential areas for the company’s account or for the account of third parties.

8. The undertaking, design, supervision, financing and construction for the company’s account or for the account of third parties, in any way, of building complexes, hotels, shopping centres, residential and office buildings, tourist and athletic facilities and other property, as well as their overall development, utilisation, selling, leasing, renting, management, operation, maintenance or exploitation in any way.

9. The manufacturing, sale, representation and trading in Greece and abroad of any kind of materials, construction materials, machinery, components and, in general, equipment and tools coming from Greece or abroad.

10. The company’s investment in maritime companies or the purchase of ships or quotas or shares in maritime companies and generally the execution of any kind of maritime trade activities, in the broadest possible sense.

11. The execution of investments in any legal way and particularly through the takeover of companies, acquisition of shares, purchase of portfolios, representation of domestic or foreign firms and through any kind of participation in companies, regardless of their type, associations, groups, groupings, joint ventures and other forms of partnerships, even with public sector entities or entities of the broader public sector that operate in Greece or abroad, within the framework of the legislation in force, whose scope of activities may fall or not fall within the company’s objective and may involve among others: (a) the undertaking, design, planning, set up, supervision, financing, technical management, execution, commissioning, administration, operation, maintenance and exploitation of all types, categories and specialties of projects that fall within or exceed the company’s objective, as well as the undertaking and execution of any kind of designs and research, (b) the provision of technical consultancy services, concerning the execution of all kinds, categories and specialties of technical projects, (c) the development of real estates and the construction in any way of buildings and building complexes and their sale or exploitation, or the exploitation in any way of real estates, buildings and flat ownerships belonging to the company or to third parties, (d) the participation in any way, either by with participation in the establishment or by subsequent acquisition of company securities, in other existing or future, domestic or international companies which undertake any kind of concession or PPP projects and, in general, in trading, industrial and handicraft companies and in providers of consultancy services in any field. The establishment, participation in the initial capital or to subsequent raises of the above mentioned corporate and of other corporate or syndicated schemes, the conclusion of loan agreements with the above mentioned entities or with credit institutions, the provision of guarantees and securities (corporate, collateral or contractual) to third parties for the benefit of the above mentioned companies, joint ventures, groupings, schemes or individuals, whether the company participates in them or cooperates with them in any way, as well as the undertaking of the provision of consultancy services to similar companies and corporate schemes, are regarded as current transactions of the company.

12. The execution of any kind of business activity and the undertaking of any activity or action (commercial or non commercial, industrial, financing, capitalising, related to realty or other), which either relates directly or indirectly to the aforementioned objectives or the company’s competent bodies deem that it is actually or likely to be beneficial for the fulfilment of the company’s objective, as detailed in the present article.

13. All such activities may be carried out by the company, for its own account or for the account of third parties, against a fee or a commission, either in partnership or collaboration with third parties, either natural or legal persons. (Joint Venture).».