Announcement of 5/06/2008

Report by the Board of Directors of Astir Palace Vouliagmeni SA In compliance with Article 289 of the ATHEX Regulation

The Board of Directors of Astir Palace Vouliagmeni SA (“the Company”) decided, at its meeting of 27 May 2008, to recommend to the General Meeting of Shareholders an increase, through payment in cash, in the Company’s Share Capital by up to Euro 100 million approximately, through the issue of new shares with pre-emptive rights in favour of old shareholders.

In compliance with Article 289 of the ATHEX Regulation, the Company’s Board provides the following information:

1. Report on the allocation of the proceeds of the previous increase in the Company’s share capital
The share capital increase effected through payment in cash on the basis of Extraordinary General Meeting resolution No 5 of 1 March 2000 and Capital Market Commission resolution No 3/188 of 4 April 2000, raised a net amount of Euro 41,147,667.51 (Euro 43,174,798.24 minus expenses of Euro 2,027,130.73) which, as reported in the relevant Information Bulletin, was allocated as follows (in €000s):

 

ALLOCATION OF PROCEEDS	2000-04 ALLOCATION AS PER INFORMATION BULLETIN	ALLOCATED UP TO 1/3/03	MODIFIED ALLOCATION AS PER GENERAL MEETING RESOLUTION OF 20/6/03		TOTAL 2000-04	MODIFICATION BY GENERAL MEETING	ALLOCATED FUNDS
1. New Projects			2003	2004			UP TO 31/3/04	1/4-30/6/04	UP TO 30/6/04
New Conference Rooms (expansion and modernization)	7,337	44	2,450	3,106	5,600	0	4,365	1,234	5,599
Creation of two underground parking areas	2,348	0	0	0	0	0	0	0	0
Construction of a church and creation of an additional reception area	1,761	0	0	0	0	0	0	0	0
Construction of new cabanas	4,402	0	0	0	0	0	0	0	0
Creation of rooms for persons with special needs	293	200	0	0	200	0	200	0	200
Creation of new swimming pools for the new cabanas	293	0	0	0	0	0	0	0	0
Creation of an ecological/ archaeological park of 100 hectares and an additional reception area	2,348	59	0	0	59	0	59	0	59
Creation of a spa centre	2,054	0	768	820	1600	-1480	120	0	120
Subtotal	20,836	33	3,230	3,926	7,459	-1480	4,744	0	5,978
2. Modernization of Arion, Nafsika and Aphrodite hotels and the cabanas	9,453	6,795	3,600	2,891	13,286	17,480	13,286	17,481	30,767
3. Payment of liabilities	2,935	2,935	0	0	2,935	0	2,935	0	0
4. Working capital	1,467	1,467			1,467		1,467
5. Acquisition of assets	6,456	0	16,000	0	16,000	-16,000	0	0	0
Total	41,147	11,500	22,830	6,817	41,147	0	22,432	18,715	41,147

2. Investment plan
The Company’s investment plan aims to convert the hotel complex into a first-class European resort in terms of products and services. The proceeds of the share capital increase will be used, after deduction of taxes and expenses, to finance part of the Company’s investment plan, either as its own participation in the investment plans that are subject to Development Act 3299/2004 or for self-funded works and repayment of existing loan obligations.


The Company’s investment plans filed with the Ministry of Finance for approval are anticipated to amount to about €40 million, and the Company’s own participation to about €12 million. The investment plans aim at modernizing “The Westin Athens”, “Arion Resort & Spa” and Aphrodite units, as well as fully renovating and expanding new facilities in the “Arion Resort & Spa” (renovation of cabanas, the beach, and Club House restaurant). The additional funds raised will be used to pay off existing loans.

Due to the complexity of the investment plan, the Company cannot know at the present juncture precisely how the funds will be allocated and what the actual timeframe for using them will be. It should be recalled that from the time an investment plan is prepared and submitted to the relevant authorities to the time it is finalized and implemented, the schedule may become longer than originally anticipated and the financial arrangements may alter.


In any event, the Company will keep its shareholders and investors duly informed of developments, as provided for in the ATHEX Regulation. 3. Principal shareholders’ commitment

The Company’s sole major shareholder, National Bank of Greece SA, which currently holds 78.04% of the Company’s shares, announces its commitment to maintain at the least the shareholding it will hold on the day of the General Meeting that will decide upon the increase of the share capital through payment in cash, (a) until completion of the increase and listing of the new shares, and (b) for a period of 6 months after trading of the new shares begins.


4. Selling price
The Board of Directors proposes that the offering price of the new shares can be higher than the trading price of the shares at the time of cut-off of the preemptive rights.

27 May 2008
THE BOARD OF DIRECTORS
ASTIR PALACE VOULIAGMENI SA

Back