·THE ANNUAL GENERAL MEETINGS OF ALTEC AND UNISOFT - EXTRAORDINARY GENERAL MEETING OF SYSWARE
Addressing the shareholders, Mr. Athanasios Athanasoulis, the President of the ALTEC Group, emphasized that the year 2000 has been another successful year for the Group's companies, mainly featured by high growth rates, the development and expansion of activities as well as the further establishment of the Group's position in the market. The Group's consolidated turnover amounted to 123.4 billion GrD, (+27.1%), while consolidated operating profits (EBIT) increased by 17.4% to 14.98 billion GrD. On a parent company basis, ALTEC's turnover increased by 17.9% to 59.3 billion GrD, while operating profits (EBIT) came up to 5.6 billion GrD, an increase of 16.7%.
UNISOFT S.A. FY2000 consolidated turnover reached 7.9 billion GrD, (+57.1%) while consolidated operating profits (EBIT) increased by 40.6% to 2.2 billion GrD. On the parent company basis, the turnover grew 48% to 6.5 billion GrD and operating profits (EBIT) reached 2 billion GrD(+37.9%).
SYSWARE S.A. FY2000 consolidated turnover rose 48% to 33.97 billion GrD, while consolidated operating profits (EBIT) increased by 24.9% to 4.1 billion GrD. Parent company turnover reached 27.8 billion GrD(+38.9%) and operating profits (EBIT) increased by 26.6% to 2.9 billion GrD.
FY2001 first quarter results firmly confirm the continuation of the Group's dynamic growth for the current fiscal year, as the Group's companies maintained significant top line growth rates while margins were significantly improved.
The year 2001 constitutes for the ALTEC Group a milestone and the beginning of a new era, as management decided to radically restructure the Group's companies with the merger by absorption of SYSWARE S.A., UNSOFT S.A. and STAT S.A. by ALTEC S.A. aiming to create the largest New Technology company in Greece and the Balkans.
This strategic move creates a powerful business entity equivalent to its European peers in terms of size and capital structure, while it integrates the whole Group's basic human resources into a single organization that possesses an extensive knowledge of the market. At the same time, the creation of a unified company allows for substantial economies of scale and increased productivity and competitiveness, which will contribute significantly to the further growth of the Group's financial results.
The valuation of the merging companies was conducted by the independent auditing firms Grant Thorton S.A. and KPMG Kyriakou Certified Auditors S.A. and the advisors were Marfin S.A. and P& K Capital S.A. According to the valuations, the exchange terms for the shares were set as follows
· The shareholders of the absorbing company ALTEC S.A. will exchange one (1) old share to 1.0779 new shares.
· The shareholders of the absorbed company SYSWARE S.A. will exchange one (1) old share to 0.7876 new shares.
· The shareholders of the absorbed company UNISOFT S.A. will exchange one (1) old share to 0.8230 new shares and
· The shareholders of the absorbed company STAT S.A. will exchange one (1) old share to 0.2396 new shares.
During the General Meetings held on June 21, shareholders approved the merger by absorption of UNISOFT S.A., SYSWARE S.A. and STAT S.A., by ALTEC S.A., the Merger Plan and the Report of the Board of Directors. The General Meeting of the shareholders of ALTEC Company decided also on a share capital increase a) amounting to the contributing share capital of the absorbed companies by 5,197,949,800 GrD and b) by capitalizing reserves of 200 GrD.
Moreover, shareholders approved the completion and modification of the employee stock option plan, which was previously approved by the AGM of SYSWARE S.A. and UNISOFT S.A. on 06/26/2000, and the AGM of ALTEC S.A. on 06/30/2000.
Finally, the General Shareholder Meetings of ALTEC S.A. and UNISOFT S.A. approved the modification of the capital allocation plan involving capital raised in the previous share capital increases. ALTEC SA FY2000 DPS was set at GrD 50 and UNISOFT SA FY2000 DPS was set at 30 GrD with beneficiaries the holders of the stocks at the end of the trading day of ASE on Friday 06/22/2001. This will allow the companies' shares on Monday 06/25/2001 to be traded on the ASE ex-dividend. The dividend will be paid to the shareholders in the form of a crossed check.