Hellenic Depository Receipts were established by recent legislation in order to facilitate the listing in Greece of shares of foreign companies, especially from neighboring countries. In view of this, your company would be an ideal candidate for launching this facility.

Issuance of HDRs

• Said receipts may only be issued by a bank lawfully operating in Greece and holding a license for such issuance (hereinafter “issuing bank”). The license is granted by the Capital Market Committee. There may not be more than one issuing bank for shares of the same foreign company, unless such banks are joint issuers of same receipts. It follows that the cooperation of such a bank, i.e. holding a license to issue HDRs must first be secured.

• A bank may only issue HDRs if it has the consent of the foreign company having issued the shares for which the receipts are required (hereinafter “foreign company”). In the relevant agreement the foreign company further warrants equal treatment of all its shares (including the ones for which depository receipts are issued) under similar conditions, undertakes to provide all information required to be disclosed to the public and/or submitted to the competent authorities in Greece and agrees to comply with the provisions of Greek law in relation to the obligations of listed companies.

• The issuer acts as proxy shareholder for the holders of HDRs, participates in shareholder meetings and votes, and takes place in respective share capital increases.

Listing of HDRs on the Athens Stock Exchange

In order for HDRs to be listed on the Athens Stock Exchange, the shares they represent need to be in compliance with the laws and regulations governing them and be freely transferable. Likewise, the respective HDRs need to be freely negotiable. The later need further to have a sufficient dispersion to the public at the time of listing on the Stock Exchange, that is at least 25% of the receipts should be disseminated to a hundred (100) natural or legal persons at least, the latter not being related to the issuing bank (according to the provisions of article 42e of C.L. 2190/1920)

For the receipts to be listed, the issuing bank submits a relevant application to the Board of Directors of the Athens Stock Exchange. The application needs to include the issuing bank’s confirmations on the following issues:

• that the foreign company complies with all laws and regulations governing its incorporation and operation.
• that the foreign company’s own funds for each of the last two fiscal years has been at least one billion GRD (1,000,000,000). The foreign company’s own funds are calculated in Greek drachmas on the basis of the average exchange rate of the last six months prior to the date of application.
• that the foreign company has lawfully published its annual financial statements at least for the last five fiscal years.
• that the issuing bank has acquired the foreign company’s consent for the issuance of the receipts at issue, pursuant to the aforementioned in paragraph A2 above.
• that the depository receipts are freely transferable.
• that the issuing bank holds a license for the issuance of HDRs and that such license has not been revoked.
• that its application to the Athens Stock Exchange pertains to all the receipts representing shares of same foreign company

The application further includes:

• A documented presentation, pursuant to the last balance sheet, of the financial structure of the foreign company to establish the satisfactory property structure of the company.
• A documented presentation of the profit and loss accounts of the last five years and
• the issuing bank’s commitment that in case its application is approved, it will register the receipts with the Central Securities Depository.

In case the receipts are issued jointly by more than one issuing banks, the application needs to be submitted by all such banks, the latter being committed accordingly.

2. The aforementioned application needs also to have the following documents attached:

• the issuing bank’s license for the issuance of HDRs.
• a certificate confirming that said license has not been revoked
• a certificate or a declaration of the competent supervisory authority whereby it is confirmed that the foreign company has been incorporated and operates in compliance with the applicable laws and regulations. In case no such certificate is provided for in foreign legislation, the Board of Directors of the Stock Exchange may dispense the issuing bank from submitting it.
• the financial statements of the last five fiscal years prior to the date of application. The financial statements and especially the most recent one need to have been audited by a chartered accountant of the country where the foreign company is situated or some international organisation of auditors or some company lawfully operating both in Greece and in the country where the foreign company is situated.
• certified copies of the Government Gazette or other relevant means of registration in relation to the foreign company’s incorporation and operation and to the five last financial statements prior to the date application.
• a certified copy of the final agreement concluded between the issuing bank and the foreign company for the issuance of the relevant receipts.
• A prospectus for the HDRs providing the information required by law for the securities at issue and the represented shares, according to the provisions of article 17 of the P.D. 348/1985.

All documents need to be followed by translations in Greek certified by the competent authority. Once listing is approved, HDRs are issued in book-entry form, and are traded on the ASE in a way similar to Greek shares. All other regulations of the Athens Stock Exchange, regarding trading and obligations of listed companies also apply.