AoA CGP Greece

EX-99 50 b-356.htm ART OF ASSOC CGP GLOBAL GREECE HOLDINGS, SA AoA CGP Greece

NUMBER: 30160
ARTICLES OF ASSOCIATION OF A COMPANY (SOCIETE ANONYME)
IN ACCORDANCE WITH CODIFIED LAW 2190/1920.
CAPITAL DRS 20.445.000 (Euro 60.000)

In the city of Athens, this Tuesday, the thirty first (31st) day of July in the
year two thousand one (2001) and and in and in my Notarial Office, at 5,
Iraklitou str., before me, the Notary Public and resident in and for the
district of Athens, Dionyssia Papa-Kosmopoulou, having registered office in the
city of Athens, the following known to me and not challengeable by the law
person:

(1) Ioannis Christodoulou, son of Dimos and Maria, auditor born in Asgata,
Cyprus, the year 1954 residing in Papagou, Attiki (27,Reppa str.), holder of the
no: 304.815/2000 Identity Card, issued by the Foreigners' Office of Pallini, who
is a Cypriot national, and
(2) Dimitrios Simitzis son of Ioannis and Parthenopis, economist born in Larisa,
Larisa, the year 1958 residing in Ilioupolis, Attiki (15, Fidiou str.), holder
of the no: I 194837/1974 Identity Card, issued by the H Police Department of
Athens, of a Greek nationality,

who in the present case act jointly:

(A) On behalf of and as proxies and legal representatives of the company with
the company name "Cinergy Global Power Inc.", which is incorporated and
operating under the Laws of the State Delaware of the United States of America,
and has its registered office in Delaware of USA (1209 Orange Street,
Wilmington, County of New Castle, Delaware), by virtue of the as from 10 July
2001 delegated Power of Attorney issued by the initially authorized attorneys of
this Company, Christopher Pieris Vanezis and Elaine Hackett, which was signed
before the Notary Public in the City of London J.M.G. Fea.

The Power of Attorney mentioned above was granted to the contracting parties by
the aforesaid initial attorneys, namely:

(a) Christopher Pieris Vanezis, son of Pieris Pavlos and Doreen Anne Mary and

(B) On behalf of and as proxies and legal representatives of the company with
the company name "Cinergy Global Holdings Inc.", which is incorporated and
operating under the Laws of the State Delaware of the United States of America,
and has its registered office in Delaware of USA (1209 Orange Street,
Wilmington, County of New Castle, Delaware), by virtue of the as from 10 July
2001 delegated Power of Attorney issued by the initially authorized attorneys of
this Company, Christopher Pieris Vanezis and Elaine Hackett, which was signed
before the aforesaid Notary Public J.M.G. Fea.

The Power of Attorney mentioned above was granted to the contracting parties by
the aforesaid initial attorneys, namely:

(a) Christopher Pieris Vanezis, son of Pieris Pavlos and Doreen Anne Mary and

(b) Elaine Hackett, daughter of James Charles Levi and Margaret, by virtue of a special order granted to them
by the legal representative (Manager) of this Company David L. Wozny, by virtue
of the as from 28 June 2001 Power of Attorney, that was signed before Candace S.
Erisen, a Notary Public in the state of Ohio. The aforesaid Powers of Attorney
(initial and subsequent), which -according to the binding declaration of the
assignee - have not been revoked to date are duly apostilled according to the
Hague Convention of 5 June 1961 and attached hereto in certified copies from the
original and in translation in the Greek language by Artemissia Karathanassi The
persons who appeared, acting in their capacity mentioned above, state that the
Companies they represent, namely:

(a) The company with the company name "Cinergy Global Power Inc" and

(b) The company with the company name "Cinergy Global Holdings Inc" between
themselves and by this contract establish a Societe Anonyme, in accordance
with provisions of C.L. 2190/1920, as has been amended and is presently in
force, the Articles of Association of which have as follows:

CHAPTER A
Establishment - Name - Registered Office - Object - Duration
ARTICLE 1

The name of the Company is "CGP Global Greece Holdings Societe Anonyme" and
under the trademark "CGP S.A" For transactions/relations (of the Company)
abroad, the Company's name will be rendered as "CGP Global Greece Holdings
Societe Anonyme" and the trademark as "CGP S.A"..

ARTICLE 2

1. The objective of the Company is the following:

a) The acquisition and sale of holding rights in domestic and foreign
companies of any legal form and engaged in any kind of activity,

b) The participation as founder partner and shareholder in domestic and
foreign companies of any legal form and engaged in any kind of activity,

c) The total or partial financing of all or any of the aforementioned
activities, the provision of specialised services and activities related
with the above activities

d) The execution of same or similar activities to the ones mentioned under the
above objectives, either directly by the Company or through its subsidiary
companies

2. For the fulfilment of the aforementioned objectives the Company may:

a) Lend, borrow and find funds, including the issuance of securities and any
other title incorporating a debt and the provision of guaranties, as well
as conclude contracts with regard to the aforesaid.

b) To provide guaranties in favour of companies and enterprises or joint
ventures in general, in which the Company participates or with which it
co-operates in any way, to bind the Company and mortgage or put a pledge on
its property, in order to secure liabilities of the related
companies/enterprises or form a Group, and on behalf of third parties,
individuals or legal entities.

c) To develop and trade trademarks, licenses, know-how and other rights of
intellectual or commercial property.

3. Participation in other enterprises: In order to fulfil its object, the
Company is entitled to:

a) Participate in any enterprise of any legal type, having the same or similar
object of any legal form

b) Co-operate in any way with any physical person or legal entity

c) Establish branches or agencies and representations in any place and

d) Represent any domestic or foreign company having the same or similar object
of activity

e) To complete any other activity, directly or indirectly serving its object.

ARTICLE 3

The Company's registered address is the municipality of Athens (Kifissias
Avenue, no 94). By resolution of the Board of Directors branches or agencies, as
well as representation offices or other offices etc, may be established in
Greece or abroad. The special establishment, foundation and operation terms
shall be each time determined by the Board of Directors.

ARTICLE 4

The company's duration, which commences as of the registration in the Societe
Anonymes Registry by the competent supervising authorities' of the decision
approving the establishment of the present Company and its Articles of
Association, is determined for fifty (50) years and expires on the corresponding
date of the year two thousand and fifty one hundred (2051). The duration of the
Company may be extended or abbreviated by resolution of the Shareholders'
General Assembly and amendment of this article.

CHAPTER II
Share Capital - Shares
ARTICLE 5

The share capital of the Company is determined to the amount of twenty million
four hundred forty-five thousand (20.445.000) drachmas or sixty thousand
(60.000) Euro and is divided into six thousand (6.000) registered shares of a
nominal value of Drs three thousand four hundred seven and 0,5 drachmas
(3.407,5) or ten euros (10) each. The share capital of the Company will be
covered in whole in cash and is payable according to the provisions of article
41 of this deed.

ARTICLE 6

1. With the reservation of the provisions of par 3 of this article the Board
of Directors is entitled, during the first five years as from the company's
establishment, by resolution, taken at least by the two thirds (2/3) of its
members to:

a) increase the share capital, partially or in whole, by issue of new shares,
for an amount which can not exceed the initial share capital, and

b) issue a bond loan, with bonds convertible to shares, for an amount not
exceeding the one half (1/2) of the paid up share capital.

In this case, the provisions of par 2 and 3 of art 3a of C.L. 2190/1920,as
in force, apply.

The said powers can be assigned to the Board of Directors by resolution of
the General Assembly, which is subject to the publication formalities of
art 7b of C.L. 2190/1920, as presently in force.
In this case, the amount of the capital's increase cannot exceed the amount
of the capital paid up at the date this power was granted to the Board
while the amount of the bond loan, cannot exceed the one half (1/2) of the
paid up capital at that date.
The said powers of the Board of Directors, may be renewed by the General
Assembly for a period of time not exceeding the five years period of time
for each renewal.
The respective resolutions come into force after the expiry of each
five-year period, while the resolution of the General Assembly is subject
to the publication formalities of art 7b of C.L 2190/1920, as presently in
force.
2. With the reservation of par 3 of this article, the General Assembly is
entitled, during the period of the first five years as from the Company's
establishment, by resolution taken in accordance with the provisions of
art.29 par. 1 and 2 and art. 31 par.1 of C.L.2190/1920, as presently in
force, to increase partially or in whole, by issue of new shares, the
initially paid up capital five times as much.
3. In exception of the provisions contained in the previous paragraphs and if
the company's reserves exceed the one fourth (1/4) of the paid up share
capital, the General Assembly's resolution is always required, and such
resolution is taken in accordance with the provisions of art. 29 par.3 and
4 and art 31 par 2 of C.L. 2190/1920, as in force presently, and amendment of
the article of this deed which refers to the share capital. 4. Such
capital's increases, which are decided upon in accordance with paragraphs 1
and 2 of this article, do not constitute an amendment of the Articles of
Association.
5. Furthermore, the competence of the Board of Directors to increase the share
capital, pursuant to art 1 of this article, may be exercised in parallel
with that of the General Assembly, in accordance with par.2 of this
article.
6. Within the first two months from the establishment of the Company and in
every case of share capital increase within one month from the expiry of
the deadline for its payment, the Board of Directors must hold a special
meeting with sole issue of the agenda the certification of the payment of
the share capital by the Shareholders. Within twenty (20) days as from the
expiry of the time limit mentioned above the President of the Board of
Directors must submit to the competent supervising authorities a copy of
the relevant minutes of the meeting of the Board of Directors, which is
subject to the publication formalities of art 7b of C.L 2190/1920, as
presently in force
7. The resolution of the Company's competent instrument, which decides on the
increase of the capital must at least determine the details of the issuance
of the new shares, the time and method of the new capital's payment, the
nominal value of the shares and the rest terms of the increase.
8. The issue of the new shares cannot be below par. In the case of issuance of
shares above par shall, the balance between the nominal value and the
issuance value is transferred to a special reserve account created by the
issuance of shares above par shall, which cannot in any case be distributed
as dividend or percentage.

ARTICLE 7

The shares of the Company are registered and not binding, according to the
meaning of article 10 of the present deed, and they may be converted to bearer
shares by resolution of the Shareholders' General Assembly, provided the
provisions of art 29 par 1 and 31 par 1 of L.2190/1920, relating to the quorum
and majority are met, and by a subsequent amendment of this article.

ARTICLE 8

(1) The share titles of the Company are detached from a dublicate book, they
bear date and number as well as the registration number of the Company with the
Registry of Societe Anonymes of the competent administrative authority, the
Company's seal and the signatures of two members of the Board, who are
determined by the Board of Directors.

(2) The shares' titles shall further include the first name and the family name
of their holders as well as the rest holders' data required by law.

Each title shall include the procedure to be followed, according to articles 9
and 10 of the present deed, in the case of transfer of any title.

(3) The type of the titles shall be determined by the Board of Directors. Each
title may include more than one (1) shares, according to the resolutions of the
board of Directors.

(4) By resolution of the Board of Directors and until the issuance of the
permanent titles, temporary titles may be issued, which will be subsequently
replaced by the permanent ones.

(5) The shares and the respective deriving rights are undivided. In case of
co-ownership of more holders in one (1) share, the holders must appoint a common
representative with regard to their relations with the Company.

(6) The company is entitled to recognise only one holder of each share. In the
case where the holders of a share or of more shares do not appoint a common
representative, such share or shares are not represented in the relations of the
co-owners with the Company.

ARTICLE 9

The transfer of registered shares is effected by registration in the special
book of the Company, which is dated and signed by the transferors or acquirer
shareholders or their authorised attorneys.

After each transfer a new title is issued or a note is made on the existing
title that a transfer has been effected as well as the full name, the address,
the profession and the nationality of the transferor and the acquirer.

The aforementioned data are also registered in the aforementioned Special Book
which is maintained by the Company. The Company considers as holder of the
respective shares the person mentioned in the said Book.

ARTICLE 10

1. Each shareholder is not entitled to sell or transfer registered shares at
any price to any third price before he offers them to the rest of the
shareholders at the same price and under the same conditions.

2. In case a shareholder wishes to sell or transfer his shares, he must notify
in writing the Chairman of the Board of Directors about the number of
shares he wishes to sell, their registration number, their price and the
other terms with regard to their sale. The Chairman must notify the
announcement to the rest of the shareholders within ten (10) days from said
announcement.

3. The other shareholders are entitled to purchase the offered shares in
proportion to their participation to the share capital. The rest of the
same shareholders are entitled to purchase shares, which have been
purchased by others, in proportion to their participation to the share
capital. The exercise of this right must be notified to the Chairman of the
Board of Directors in writing within the time limit set by him, which can
not be less than twenty (20) days or more than thirty (30) days from the
date of said notification.

4. In case the shareholders do not wish to purchase the offered shares by the
aforementioned members, these shares may be freely disposed.

5. Every application for the registration of the transfer of shares must be
accompanied by a special declaration of the applicant, in which the price
paid and the rest of the acquisition terms are stated therein.

ARTICLE 11

Ownership of a share title results ipso jure in the acceptance of the Company's
Articles of Association and decisions taken, in accordance with the law, by
either the Board of Directors or other Company's Bodies.

ARTICLE 12

1. The shareholders are entitled to participate in the Company's net profits
in proportion to the number of shares they own and are further entitled to
exercise this right in accordance with the provisions of the law, these
Articles of Association and the Company's lawful resolutions.

2. The shareholders' liability is limited to the nominal value of their
shares.

3. In the event of share capital increase, which is not effected by
contributions in kind, as well as in the event of issue of bonds which
grant the right for their conversion to shares, a pre-emptive right is
granted for the total amount of the new capital and for this bond loan for
the benefit of those who are shareholders of the Company at the time of the
issue of the new shares or of the bond loan and in proportion to their
participation percentage in the existing share capital.

Following the expiry of the time limit set by the Company's competent body
deciding on the increase, for the exercise of the above pre-emptive right,
which (time-limit) cannot be less than one (1) month, the shares, not
undertaken by the old shareholders, are freely disposed by the Company's
Board of Directors in a price that is not lower than the price at which
they were offered to the shareholders.

Should the Company body deciding the increase in the Company's share
capital have failed to set the time limit for the exercise of the
pre-emptive right, then such a time limit or the extension thereof, shall
be determined by a decision of the Board of Directors within the time
limits stipulated in article 11 of C.L. 2190/1920, as applicable.

The invitation for the exercise of the pre-emptive right, wherein the time
limit within which such right must be exercised must also be stated, is
published in the Government Gazette (Societe Anonyme and Limited Liability
Companies Bulletin).

The aforementioned invitation and the time limit for the exercise of the
pre-emptive right may be omitted, if in the General Assembly resolving on
the above shareholders representing the total share capital of the Company
were present and informed of the specific time limit set for the exercise
of said right or have declared their decision to exercise or not the
pre-emptive right.

Exceptionally, should all shares of the Company be registered, the
publication of the invitation may be replaced by registered letters
"receipt requested", which will be sent to all shareholders. Subject to the
limitations provided for in par 6 and 7 of article 13 of L.2190/20, as
presently in force, said preference right may either be limited or
abolished by resolution of the General Assembly.

4. It is prohibited to the Company to acquire its own shares as well as shares
of subsidiary companies as pledge to secure loans granted by the Company or
to secure other claims. The companies which are subsidiaries in the meaning
of C.L. 2190/20, as in force, are not entitled to invest part of their
share capital in shares of the parent company.

5. The Company may not acquire its own shares, either from itself or from a
person acting in his name but on its account.

The prohibition of the previous paragraph shall not apply in the case of:

(a) Acquisitions made in view of a reduction of capital, decided by the
General Meeting of Shareholders in accordance with the relevant
provisions of the Articles of Association.

(b) Acquisitions following a universal transfer of property.

(c) Acquisitions of shares, which have been paid off in full and which
derive from compulsory executions effected for the payment of the
Company's claims.

(d) Acquisitions made gratuitously provided they have been paid off in
full.

(e) Acquisitions made for the purpose of distribution of shares to Company
personnel or to personnel of an affiliated company, according to the
specific conditions and prerequisites provided in case ot' of par.
2 of article 16 of C.L. 2190/20, as in force. Shares acquired under
case a' and b' of the preceeding paragraph, must be cancelled
immediately, whereas shares acquired under c and d of the same
paragraph must be sold within the shortest time possible, which cannot
exceed one year. Should this time limit lapse, the shares must be
cancelled immediately.

6. The decision of the General Meeting of the Shareholders with respect to the
capital's reduction must, under the penalty of nullity, state the purpose
of the reduction and the way the reduction in question shall be effected
and it must also be accompanied by a certified auditor's report regarding
the Company's ability to meet the shareholders' claims.

CHAPTER C
Company's administration - Board of Directors
ARTICLE 13

1. The Company is managed by the Board of Directors, which consists of a
minimum of three (3) and a maximum of seven (7) Members.

2. The Board of Directors, subject to the reservation of articles 10 and 23a
of C.L. 2190/20, as in force, represents and manages the Company and the
Company's assets, resolves on all issues related to the scope of its
activities, except on those that in accordance with the law and these
Articles of Association fall within the exclusive competence of the General
Assembly, or a decision thereon is already lawfully taken.

3. Specifically, an indicative and not limited list of the Board of Directors'
competence, within the Company's objects, follows:

a) Represents the Company before any third party, any Court and any
competent Public, Administrative, Municipal or other Authority,
appoints proxies, attorneys-at-law and legal advisors, appears before
any Court of any degree and jurisdiction, having all the capacities of
a litigant party, entrusts the taking of oath to one of its members or
manager or employee, appoints arbitrators, exercises or waives legal
remedies or injunction measures, proceeds with compulsory executions,
files bankruptcy petitions and charges and challenges documents as
forged or invalid and nullifies trials.

b) Manages, invests and exploits the Company's assets, purchases, sells,
registers mortgages, pledges, executes in rem, real or in personae
usufruct, leases, hires, exchanges movable items or real estate, takes
security or other measures for the company's assets, issues, accepts,
guarantees or assigns bills of exchange or other securities, collects
the Company's debts, grants any kind of guarantees or avails in favor
of third parties and, if this is deemed beneficial to the company's
scope of activity, makes or accepts consignments, concludes or accepts
loans or letters of credit or bank advances or others with any kind of
security, requires the issue of letters of guarantee and in general
concludes any contractual or commercial agreements, legal action or
transaction.

c) Decides for the Company's participation in other companies or business
units with similar activities.

d) Manages and organizes the Company and its activities, concludes
contracts of factoring or representation with foreign companies,
resolves on the incorporation, operation, termination of branches of
the Company, appoints and revokes Directors, agents, representatives
and the Company's personnel, determines their duties and their
remuneration, calls the shareholder's General Assembly in session,
ordinary or extraordinary, and determines the General Assembly's
agenda.

e) Closes the Company's books and accounts, prepares the Balance Sheet
and annual financial statements, the Appendix and the Management
Report of the Board of Directors, suggests the depreciation to be
effected or the investments of the Company's assets, the way of the
profits' distribution or the amendments of the Articles of
Association.

f) In general carries out any action and resolves on any matter related
to the Company's activities and the management of its assets in Greece
and abroad, even if it is not provided for in this article.

g) Resolves on the participation of the Company in other enterprises or
Companies of any legal form.

4. All acts of the Board of Directors, even if not within the Company's scope
of activities, are binding on the Company towards third parties unless it
is proved that same third party was aware or ought to have been aware that
those acts were beyond the scope of the Company's objects.

Compliance with publication requirements relating to the Articles of
Association and its
amendments as set by the law is not conclusive evidence thereon.

Any limitation of the Board of Directors' powers set either by the
Company's Articles of Association or the General Assembly is not conclusive
upon third party acting bona fide, even if publication requirements were
complied with.

5. All duties and other activities, including the (Company's) representation,
and the duties and rights of this article, are exercised by all members of
the Board jointly, but the Board may delegate wholly or partly or for a
specific field or act by virtue of its resolution the representation, the
actions, the duties or its rights -except for those which require joint
action- to any of its members or to a third party, determining at the same
time the purpose of such delegation.

ARTICLE 14

The General Assembly is entitled to elect Board members who may or may not be
shareholders and in any case they may be re-elected.

ARTICLE 15

1. The members of the Board of Directors are elected by the Shareholders'
General Assembly for a five-year term of office which may be extended until
the Ordinary General Assembly, which approves the annual financial
statements of the fifth accounting period following their election, but
which cannot exceed in total the period of six years.

2. If due to death or resignation or other reason a Board member's position
becomes vacant, the remaining members, if they are at least three, elect a
temporary replacement for the remaining period of the term of office of the
replaced member. Such replacement is submitted for approval to the
Shareholders' General Assembly following the election. The acts of the
Director thus elected are deemed valid, even if his appointment is not
ratified by the General Assembly.

3. The Board of Director members may always be re-elected and are freely
revocable.

ARTICLE 16

1. The Board of Directors, immediately after its election by the General
Assembly, convenes and is constituted to a Body, electing by roll call
voting during its first meeting its President and its Vice-President.

2. The President of the Board of Directors conducts its meetings and informs
the Board on the Company's operation.

In the absence or impediment of the President to attend a Board meeting,
the Vice-President replaces him and if he is also absent or is unable to
attend the meeting, he is replaced by one of the remaining Directors
appointed by the Board.

3. The Board of Directors is entitled to elect one or two of its members as
Managing Directors or Authorised Directors and to elect from its members
substitute Managing Director or Authorised Director.

4. The Managing Director's and the Authorised Director's responsibilities are
determined by resolution of the Board of Directors.

ARTICLE 17

1. For issues, specifically determined by the Board of Directors, the Board's
powers may be exercised by the General Director, his substitute or one (1)
or more members of the Board of Directors or employees of the Company or by
other persons that are neither members of the Board of Directors nor belong
to the personnel of the Company.

2. The entrustment of the rights of the Board of Directors in one (1) of the
proxies mentioned above, does not exclude the appointment of another proxy
with the same or more limited power, neither does it deprive the Board of
Directors the right to also exercise the rights granted to it by the Law
and the Articles of Association.

3. The Board of Directors by its resolution determines which and how many
signatories are required for the undertaking of obligations by the Company.

ARTICLE 18

The Board of Directors meets at the Company's registered office, is called to
the meeting by its President on a date and time determined by him, regularly
once per calendar month and extra-ordinarily, when the President considers it
necessary or if applied for by two Board members. In the event of convocation of
the Board of Directors by its Chairman, respective invitation must be notified
to its members at least two (2) working days prior to the date of meeting,
regular or extraordinary.

The invitation must also specify with clarity the items on the agenda, otherwise
the taking of valid decisions shall only be permitted if all members of the
Board of Directors are present and none objects thereto.

The convocation of the Board of Directors may be requested by two (2) of its
members by means of an application to the Chairman, who is obliged to convoke it
within ten (10) days from the submission of the application.

In the event the President refuses to call the Board of Directors meeting within
the time limit set above or in case the President calls it after the expiration
of the term, the members asking for it may within 5 days from the lapse of the
ten days period call the meeting themselves notifying the relevant invitation to
all other Board members.

In said application, all the issues of the agenda of the Board of Directors must
be mentioned with clarity, under the penalty of nullity.

The Board of Directors may lawfully be called and meet in other places besides
its registered office, in Greece or abroad, if all members are present or
represented in the meeting and all of them agree to both the meeting so held and
the decision making authority.

ARTICLE 19

1. The Board of Directors is in quorum and lawfully meets when one half plus
one of its members is present or represented, but in any case when at least
three (3) members are present in person. The absent members are entitled to
be represented by another member by virtue of an authorisation letter
granted for one or several meetings.

Each present member may represent only one absent member. Member's
representation by a non-member is not valid.

2. The resolutions of the Board of Directors are taken by the absolute
majority of the present and represented members, with the reservation of
art 6 par 1 of the Articles of Association.

In case of equality of votes, the casting vote of the Chairman shall not
prevail.

3. With regard to the discussions and resolutions of the Board of Directors
minutes are kept, registered in a special book. These are signed by the
President and the members present in each meeting.

In this book the opinions of those who disagree are also entered upon their
request.

4. No Director may refuse to sign the minutes of the Meeting at which he/she
was present.

In any case, the non signing of the Minutes by one or more Directors who
were present at the meeting, does not result in the nullity of the Board of
Director's resolution legally taken.

5. If due to any reason a Board member's position becomes vacant, the Board of
Directors legally convenes and validly decides, provided the remaining
members are no less than three.

6. Copies or extracts from the Minutes Book of the Board of Directors, are
certified by the President or the Vice-President of the Board of Directors
or the Managing Director at the time when the copy or extract is issued.

7. Copies of the Minutes of the Board of Directors meetings, for which exist
an obligation for submission with the Company's Registry in accordance with
article 7a of C.L. 2190/20, are submitted to the competent Authority,
within a time-period of twenty (20) days as of the Board of Directors'
meeting.

ARTICLE 20

1. The members of the Board of Directors can be indemnified for each personal
presentation in the meetings of the Board of Directors.

The amount of this indemnity is temporarily determined by the Board of
Directors, subject to its approval by a special resolution of the Ordinary
General Assembly.

2. Any other remuneration or indemnity of the Board of Directors' members, is
burdening the company only in case it is approved by a special resolution
of the Ordinary General Assembly, following a suggestion of the Board of
Directors.

3. It is prohibited to the Members of the Board and in general to the
Directors participating in any way in the Company's management, as well as
to its Managers to act, by profession, without the consent of the General
Assembly on their own behalf or on the behalf of others, deeds that fall
within the scope of the company's activities, to participate as General
Partners in General Partnerships or to be administrators of companies that
pursue similar activities.

4. In the case of contravention of the above provision, the Company shall be
entitled to indemnity, according to the provisions of article 23 par. 2 and
3 of Codified Law 2190/20, as in force.

5. Loans granted by the company to its founders, Members of the Board, General
Managers or Managers, their relatives up to the third degree by
consanguinity or by marriage, including the spouses of the persons
mentioned above, as well as the supply of credit or guarantee, are
prohibited and invalid. Furthermore, it is in general prohibited and such
transactions are invalid, to the company to grant loans to third parties,
or in any way supply them credit or warranty in order for the latter to
acquire the company's shares.

6. Any other contracts concluded by the company with the persons mentioned
above, except those falling within the limits of day-to-day transactions of
the company with its customers, are invalid, if not previously approved by
special resolution of the Shareholders' General Assembly. Said approval is
not granted, if shareholders that represent at least one third of the share
capital represented in the General Assembly opposed to it. The above
prohibition also applies to employment contracts or assignment contracts
between the Company and the members of the Board of Directors.

7. The prohibition of par. 6 of this article is also effective in the case of
granting of loans or supply of credit that are granted from subsidiaries,
in the spirit of art 42e, par. 5 of the Codified Law 2190/1920 or from
General Partnerships, in which the Company participates as a General
Partner.

8. Violation of the provisions of par. 3, 5, 6 and 7 of the present article
may result in the penalties of article 58a of the Codified Law 2190/1920,
as in force.

ARTICLE 21

1. The members of the Board of Directors are personally liable against the
Company only for orders entrusted to them, while they do not bear any
responsibility against the shareholders or third persons for the general
management and administration of the Company, except in cases provided for
by the Law.

2. Each member of the Company's Board of Directors is liable against the
Company for the management of the Company's affairs for every negligence.

Said liability of the members of the Board of Directors ceases to exist, if
it is proven that they have managed the company's affairs with due
diligence, as defined by law (diligence of a wise head of a family).

This shall not apply to the Managing Directors who must exercise utmost
diligence.

Such liability does not exist for actions or omissions that have been
undertaken by virtue of a lawful resolution of the General Assembly.

3. The civil action against the members of the Board of Directors for
violation of Law or breach of Articles of Association or for abuse of their
mandate, is hereby filed, with the reservation of the provisions of
articles 22b of Codified Law 2190/1920 as is presently in force, only when
the Company is still operating or during the stage of its liquidation and
only following a resolution taken by the Shareholders' General Assembly or
upon request/application of shareholders representing the one third (1/3)
of the paid up share capital.

The minority's application is taken into consideration, only if it is
ascertained that the applicants have become shareholders at least three (3)
months before filling the application. The above mentioned requirements are
not effective, in case the damage is due to malice of the members of the
Board of Directors.

4. Every member of the Board of Directors is obliged to keep absolute secrecy
on confidential issues of the company which have come to his notice due to
his capacity as Board member.

CHAPTER IV
The General Assembly
ARTICLE 22

1. The Shareholders' General Assembly is the supreme body of the Company and
is entitled to resolve on any Company's matter, its lawful resolutions
being binding on all shareholders, even those absent or dissenting.

2. The General Assembly is the only competent Body to decide on the following:

a. On any amendment of the Articles of Association. As such are
considered capital increases or decreases with the exclusion of those
mentioned in art 6 par 1 and 2 of the present and of those imposed by
mandatory law provisions.

b. On the election of members of the Board of Directors, except as
provided for in art 15 of the present.
c. On the approval of the annual financial statements.
d. On the distribution of the annual profits.
e. On the issue of a bond loan converted to shares
f. On the extension merger, de-merger, conversion, re-establishment,
extension of the duration or dissolution of the Company.
g. On the appointment of auditors.
h. On the appointment of liquidators.

ARTICLE 23

1. The Shareholders' General Assembly is convened by the Board of Directors
and shall be held regularly at the seat of the Company once a year always
within the first six (6) months from the expiration of each accounting
year.

The Board of Directors can convene the General Meeting of Shareholders in
an extraordinary session whenever it deems it necessary.

The General Assembly may exceptionally convene in another place in Greece
following a specific permission of the competent Authority, determining the
terms and conditions of such permission. Such permission is not required
when all shareholders representing the whole share capital are present or
represented in the General Assembly and no-one objects to the convocation
of the Assembly and the adoption of resolutions.

2. The Board of Directors should invite the General Assembly to convocation in
all cases provided for by the law and the present Articles of Association
as well as in other cases to be determined by a relevant decision of the
General Assembly.

3. The Board of Directors should invite the General Assembly following a
request of the auditors and with the agenda determined by them, within ten
(10) days as of the notification of the respective request to the Chairman
of the Board.

ARTICLE 24

1. The ordinary and extraordinary Shareholders' General Assemblies shall be
called at least twenty (20) full days prior to the date determined for said
meeting, including holidays, but not the day when the invitation was
published and the day of the convocation of the General Assembly.

The invitations for adjourned General Assemblies, and for the meetings that
are assimilated to those, should be published at least ten full days prior
to the date determined for such meetings.

The invitations for the ordinary and extraordinary Assemblies are published
twenty (20) full days before the meeting in one daily political newspaper
widely circulating in Greece, published in Athens, at the judgement of the
Board of Directors and in one daily financial newspaper from these
specified as such in the Minister of Commerce decision, according to art 26
para. 2 of the C.L. 2190/1920, as presently in force, and in one daily or
weekly newspaper of those published at the region of the company's seat and
in case none is published in such location, then to one newspaper from
those issued in the capital town of the Prefecture in which the company has
its seat. If the company's seat is located outside the area of the
municipality of Athens the publication is effected according to article 26
para 2 case (e) of CL 2190/20.

The invitations are also published in the Greek Government Gazette,
Bulletin of Societe Anonyme and EPE at least 10 days prior to the date of
the Assembly in case of an ordinary and extraordinary meeting and at least
5 days prior in the case of a repeated General Assembly meeting, according
to article 3 of the Presidential Decree dated 16 January 1930 `On Societe
Anonymes and Limited Liability Companies'.

2. The invitation for the convocation of the General Assembly must at least
specify with clarity the date and the time of the meeting, the location, as
well as the items on the agenda. These invitations, apart from being
published, must be posted at a prominent place in the company's premises.

3. No invitation is required provided that all members representing the total
share capital are present or represented at the meeting and no one objects
to the convention of the meeting and the adoption of resolutions.

4. The Board of Directors of the Company has the obligation, ten (10) days
before the Ordinary General Assembly, to provide every shareholder who
requests it, with the annual financial statement and a copy of the
respective report of the Board of Directors, as well as the auditors'
report.

ARTICLE 25

1. The shareholders wishing to participate in the General Assembly, must
deposit their shares with the Treasurer of the Company, or with the Cashier
of the Fund of Loans and Deposits, or any banking institution in Greece or
abroad, as these are determined in the invitation, at least five (5) full
days prior to the date fixed for the meeting.

2. Shareholders entitled to participate in the General Assembly can be
represented by lawfully authorised persons, who may not be shareholders.
Ownership of the share entitles its holder to participate and vote in the
General Assembly. The number of votes depends on the number of shares.

The shares of the company owed by the company itself are calculated for the
formation of a quorum but they do not incorporate voting rights.

3. Receipts of deposits of shares as well as documents authorising
representatives of shareholders must be deposited with the Company, at
least five (5) full days before the session of the General Assembly.

4. Shareholders who have not complied with provisions of par 1 and 3 of this
article may participate at the General Assembly only after its permission.

ARTICLE 26

1. Forty-eight (48) hours prior to any General Assembly there shall be posted
at a prominent place in the Company's premises a list containing the names
of those entitled to vote in the General Assembly. This list must include
all data stipulated by law, such as the eventual representatives of the
shareholders, the number of shares and votes of each one, as well as the
addresses of the shareholders and their representatives. In this list it is
furthermore included by the Board of Directors all the shareholders that
have complied with the provisions of art 25 of this deed.

2. Possible objections of any shareholder on the above shareholders' list
should be raised only on commencement of the General Assembly meeting
before the commencement of the discussion on the items of the agenda.

ARTICLE 27

1. A quorum shall be deemed to be present and the General Assembly may validly
transact the business on the agenda whenever the number of shareholders
present in person or by proxy represents at least one fifth (1/5) of the
paid-up share capital. Should such a quorum not be obtained in the first
meeting, the General Assembly shall convene again within twenty (20) days
from the date of the adjourned meeting, the shareholders being invited at
least ten (10) days prior to such meeting.

The latter adjourned General Assembly shall be deemed to form a quorum and
may validly act on the items of the initial agenda, no matter what part of
the capital is represented thereat.

2. Exceptionally a quorum shall be deemed to be present and the General
Assembly may validly act on the items of the agenda only if shareholders
representing two-third (2/3) of the paid-up share capital are present or
represented therein, when deciding on the following issues:

a. The amendment of the Company's nationality.
b. The amendment of the Company's objects.
c. The increase of the shareholders' obligations.
d. An increase or reduction of share capital, with the exception of the
increases of Article 6 paragraph 1 and 2 of the present or those
imposed by Law.
e. The capitalisation of reserves.
f. Issue of a bond loan.
g. A change in the manner of distribution of the profits.
i. The extension of the term or merger segregation, conversion,
re-establishment, absorption or dissolution of the Company.
h. The grant or renewal of authority to the Board of Directors to
increase the share capital or issue bond loan, according to art 13
para. 1 of C.L. 2190/1920.

3. If a quorum as provided in par 1 of this Article shall not have been
achieved, the General Assembly convenes and is in session again according
to the provisions of par 1 of the present article and is deemed to have a
quorum and meet validly on the items of the initial agenda if at such
meeting is represented by at least one half (1/2) of the paid-up share
capital.

4. If again no such quorum is present, a second adjourned Assembly convenes
and is in session again according to the above and is deemed to have a
quorum and meets validly on the items of the original agenda when in such
meeting is represented by at least one third (1/3) of the paid-up share
capital.

ARTICLE 28

1. The resolutions of the General Assembly are taken by the absolute majority
of the votes represented at it.

3. Exceptionally, all decisions provided in para. 2 of Article 27 are taken by
a two-thirds (2/3) majority of the votes represented at it.

ARTICLE 29

1. The President of the Board of Directors or, in his absence, the
Vice-President, or in the latter's absence, the senior member present,
shall preside temporarily over the Shareholders' General Assembly.

The duties of Secretary are temporarily carried out by the person appointed
by the President.

2. After the list of shareholders to vote is approved, the Assembly proceeds
with the election of its Chairman and a Secretary who serves as vote
counter.

ARTICLE 30

1. Discussions and decisions of the General Assembly are limited to the items
on the agenda, as published according to the procedure provided in article
24 of the present deed. Discussion on items other than those on the agenda
are allowed only if they refer to amendments of the propositions of the
Board of Directors to the General Assembly or to a proposition of another
General Assembly.

2. For the subjects discussed and approved at the Assembly minutes are kept
and they are signed by its Chairman and its Secretary.

Following an application of any shareholder, the Chairman of the General
Assembly is obliged to register in the minutes an exact summary of the
opinion.

In the same book the list of shareholders present and represented at the
General Assembly is also registered, according to the provisions of par 1
of art 26 of this deed.

3. The copies and extracts of minutes are ratified by the Chairman of the
respective General Assembly, or by the President of the Board of Directors
or his deputy.

4. If at the Assembly there is only one shareholder present, such meeting is
attended by a representative of the competent supervising Authority or by a
Notary Public of the seat of the Company, who also signs the minutes of the
Assembly.

ARTICLE 31

1. Following approval of the Annual Financial Statement, the General Assembly
shall decide by special vote taken by roll-call on the release of the Board
of Directors and Auditors from any liability for indemnity.

Such release shall be ineffective with respect to the matters specified in
Article 22a of C.L. 2190/1920 as effective.

2. Members of the Board of Directors and employees of the Company may
participate in the voting for the release of the Board of Directors only
with the shares they own.

CHAPTER V
Auditors and Minority Rights

1. For the resolution of the General Assembly on the annual financial
statements, these statements must first be audited by two auditors.

The ordinary General Assembly elects every year 2 regular and substitute
auditors determining at the same time their fees.

The Assembly can appoint only one regular and one substitute auditor, if
they are chartered accountants. In case the limits of par 6 of art 42a, in
combination to art 132 and 133 of C.L. 2190/1920 are exceeded, the
appointment of chartered accountants is obligatory.

The auditors can not be re-elected for more than five accounting years.

2. Within five (5) days from the General Assembly that has appointed the
auditors, the Company shall notify these auditors their appointment, and in
the event that they do not refuse such appointment within five (5) days,
they are deemed to have accepted it and bear all the responsibilities and
obligations prescribed by art 37 of C.L. 2190/1920.

ARTICLE 33

1. The auditors and their substitutes are always appointed by the previous
General Assembly which also determines their appointment and their fees The
auditors shall monitor during the accounting year the company's accounting
and managerial state and are entitled to take cognisance of any book,
account or document of the Company, as well as of the minutes of the
General Assembly and of the Board of Directors.

The auditors are obliged to proceed to any necessary suggestion to the
Board of Directors. Furthermore, in case of violation of the provisions of
Law or of the Articles of Association, they must refer these to the
competent supervising Authorities.

After the termination of the accounting year the auditors are obliged to
audit the Balance Sheet and the annual financial statements and to submit
their report on the result of their findings to the Ordinary General
Assembly.

The report must show clearly, after an examination of the accuracy and
legality of the entries in the Company's books, whether the Balance Sheet
represent its financial situation at the date of expiration of the audited
accounting year and the loss and profit account shows the actual results of
this accounting year.

The auditors report must state all the provisions stipulated in article 37
and 43a para. 1, 2 and 3 case (e) of CL 2190/20 as in force.

2. The auditors should be present during the General Assembly and provide all
information related to the audit carried out and verify the conformity of
the content of the Board of Director's report with the respective financial
statements. For this purpose the report must be notified to them at least
30 days prior to the General Assembly

3. The auditors are liable during the exercise of their duties for every
offence and are obliged to compensate the company. The liability arising
from this article can not excluded or amended. The company's claim elapses
after a two years period. Auditors of the company can not be appointed
individuals of the ones stated in para. 1 of article 10 and article 23a of
CL 2190/20 as in force.

ARTICLE 34

The auditors are entitled, through an application to the Chairman of the Board
of Directors, to ask for the convocation of an extraordinary meeting.

The Assembly is obligatory convened by the Board of Directors within the days
from the notification of the application to the chairman and has as agenda issue
the content of the application.

ARTICLE 35

1. At the request of shareholders representing one twentieth (1/20) of the
paid up share capital, the Board of Directors, is obliged to call an
extraordinary Shareholders' General Assembly, the meeting of which should
be held not later than thirty (30) days as of the day of submission of the
application to the President of the Board of Directors.

The agenda's item must be specifically mentioned in the application.

2. At the request of shareholder or shareholders representing the one
twentieth (1/20) of the paid up share capital, the Chairman of the General
Assembly, ordinary or extraordinary, is obliged to postpone only once the
adoption of any resolution and to fix as date for the continuation of the
meeting the date specified in the request of the shareholders, which date
though should not be later than thirty (30) days as of the day of the
postponed meeting.

The General Assembly that convenes after the postponement constitutes a
continuance of the previous one and it is not required to repeat the
procedure for the publication of the shareholders' invitation.

3. At the request of shareholders, representing the one twentieth (1/20) of
the paid up share capital, submitted to the company five (5) full days
prior to the date of General Assembly, the Board of Directors, is obliged:

a) To announce to the Shareholders' General Assembly the amounts paid,
for any reason, during the last two years by the Company to members of
the Board of Directors or to Managers or other employees, as well as
any other allowance to these persons or any contract concluded between
the company and these persons for any reason.

b) To provide any piece of information required about the company's
affairs, to the extent, they are deemed useful for the actual
evaluation of the agenda.

The Board of Directors may refuse for justified reasons to provide the
information required. In such case all these reasons should be expressly
mentioned in the minutes.

4. At the request of shareholders, representing the one third (1/3) of the
paid up share capital, submitted to the company within the time limit set
in par. 4 above, and on the condition that such shareholders are not
represented in the Board of Directors, the Board of Directors is obliged to
provide them personally at the session of the General Assembly or their
representatives prior to the session of the General Assembly with any
information regarding the course of the company's matters and its assets.

The Board of Directors may refuse, for justified reasons to provide such
information.

These reasons should be mentioned in the minutes.

5. In the cases of second part of par 3 and 4 of this article, any doubt in
relation to the adequate or not justification of the refusal for the supply
of information, should be brought for judgement before the Court of First
Instance of the area where the registered offices of the Company are
situated and are resolved through the latter's ruling, which is issued
according to the provisions and the procedure of conservative measures.

Through the same ruling the Court obliges the Company to supply the
information that it has refused to supply.

6. At the request of shareholders, representing the one twentieth (1/20) of
the paid up share capital, the resolution for any item on the agenda of the
general assembly is taken by roll call.

7. Shareholders representing the one twentieth (1/20) of the paid up share
capital, are entitled to submit a request to the competent Court in the
area of the company's registered office, for the execution of the company's
audit, in case they allege that, due to the denounced actions, the Law
provisions or the Company's Articles of Association or the General
Assembly's resolution are violated. Said claims must take place within two
years from the date of the approval of the annual financial statements in
which they relate.

8. Shareholders, representing one third (1/3) of the paid up share capital,
are entitled to submit a request to the competent Court in the area of the
company's registered office, concerning the execution of the company's
audit, in case that, as derives from the course of the company's affairs,
the Company's management is not exercised in the way imposed by the
principles of prudent and fair management. This provision does not apply in
case that the applicant minority is represented in the Board of Directors.

9. The applicant shareholders of the previous par 1 - 5, must have deposited
according to article 25 of the present deed, their shares granting to them
the right to file an application, from the date of the notification of this
application and up to the date of the General Assembly convocation. And in
the case of para. 7and 8, they are obliged to have their shares deposited
with the Fund of Loans and Deposits or with any other recognised Bank in
Greece up to the issuance of the competent Court's decision.

CHAPTER VI
Accounting Year - Balance Sheet - Profit distribution
ARTICLE 36

1. The fiscal year is of twelve months duration, commencing on January 1st of
each year and ending on December 31st of the same year.

Exceptionally, the first fiscal year commences as of the lawful
registration, by the competent supervising Authority, of its resolution
approving the incorporation in the Registry of Companies and ends on
December 31st 2002.

2. At the end of each accounting year, the Board of Directors is drawing up
the Balance sheet, the annual financial statements and its report, in
accordance with the Law and the provisions of articles 42a, 42b, 42c, 42d,
42e, 43, 43a, 43b, 132 and 133 of the Codified Law 2190/1920, as same is in
force.

The annual financial statements (balance sheet etc) are submitted for
approval in the Ordinary General Assembly and are accompanied by:

a) an explanatory report of the Board of Directors, in which are
mentioned all company's assets and liabilities, the elements of the
loss and profit account, a detailed list of profits distribution and
its appendix, as it is provided in art 43a cases a and b of Codified
Law 2190/1920, as in force and,

b) the auditors' report

3. The annual financial statements, except of the Balance-sheet's appendix,
with the audit certificate, when an audit by Certified Auditors is
foreseen, are published at least twenty (20) days prior to the General
Assembly, in the newspapers referred to in art 43b para. 1 and 5 of Law
2190/1920.

The annual financial statements are subject to the publicity procedures in
the form and in the content on the basis of which the auditor or the
auditors of the company have drawn up their audit report.

In case the auditors have remarks to make or deny to express their opinion,
then this fact must be mentioned in the published financial statements
except if this derives from the relevant published audit certificate.

The annual financial statements in addition to their publication in GRD, it
is permitted to be published also in Euro on the basis of the exchange
parity of GRD - Euro in force at the closing date of the balance sheet.
This exchange parity is mentioned in the Appendix.

4. In order for the General Assembly to take a resolution on the financial
statements approved by the Board of Directors, this must first be audit by
the Company's auditors and signed by:

a) The President of the Board of Directors or his deputy and

b) The Managing Director or an authorised person and in lack of them or
if they are the same person as in (a) above, by a member of the Board
of Directors, specifically authorised for said task and

c) By the supervisor of the Accounting department.

In case the persons above have any objections on the way the balance sheet
was drafted, as relates to its legality, they should present such
objections in writing at the General Assembly.

5. A copy of the annual financial statements, together with the relevant
reports of the Board of Directors and the auditors are submitted by the
company to the Ministry of Commerce at least 20 days prior to the General
Meeting

6. Within twenty days from the approval of the financial statements by the
ordinary General Meeting together with the certified copy of its minutes, a
copy of the approved financial statements is submitted to the Ministry of
Commerce.

ARTICLE 37

1. Net profits of every financial year are those resulting after the
subtraction from the realised gross profits of any expenses, loss, lawful
amortisation and any other burden of the company.

2. The distribution of Company's net profits will be effected as follows:

a. 5% at least of the net profits, determined each time by the Ordinary
General Assembly, is deducted for the formation of the regular
reserve. This deduction ceases to be obligatory, when the reserves are
covering an amount equal to one third (1/3) of the paid-up share
capital. If said reserve is decreased for any reason thereof, this
deduction is repeated till the same limit.

b. With the reservation of art 44a of C.L. 2190/1920 the amount required
for the payment of a first dividend to the shareholders is withheld,
such dividend being equal to at least 6% of the paid-up share capital,
and according to Article 45 of C.L. 2190/1920 in connection with
provisions of Law 148/1967, as it was amended by Law 876/1979, art.1
and Law 2753/1999.

c. The rest of the net profit is disposed following a resolution by the
General Assembly, either as an additional dividend, as an
extraordinary reserve, as remuneration of the Board of Directors or is
inscribed as balance carried forward.

3. The distribution of temporary dividends or percentages is permitted only
if, at least twenty (20) days prior to this distribution, the accounting
returns of the company's assets, are published in one daily newspaper with
a wide circulation in the city of Athens and also published in the Bulletin
of Societe Anonyme and Limited Liability Companies of the Government
Gazette while the accounting returns of the company's assets should also be
drawn up and submitted to the competent supervising Authority.

The distributed temporary dividends may not exceed the one half (1/2) of
the net profits as reflected in the accounting returns.

CHAPTER VII
Dissolution - Liquidation
ARTICLE 38

1. The Company is dissolved:

a. Upon expiration of its duration, in accordance with the provisions of
the Articles of Association unless the General Assembly has previously
decided for an extension.

b. By a resolution of the General Assembly.

c. When the Company is declared in bankruptcy.

2. The concentration of all the company shares into the hands of a single
shareholder shall not entail the dissolution of the company.

ARTICLE 39

In case the total of the Company's own capitals, as stipulated in the specimen
of the Balance Sheet provided for in art 42c of CL 2190/1920 as amended by P.D.
409/86, becomes lower than half (1/2) of the paid-up share capital, the Board of
Directors is obliged to convene the General Assembly within a deadline of six
(6) months from the expiration of the financial year in order to decide whether
the Company will be dissolved or another measure will be adopted.

ARTICLE 40

1. Except in the case of bankruptcy, the dissolution of the Company is
followed by its liquidation. In the case of item (a) of par 1 of art 38 of
the present deed, the Board of Directors shall act as liquidator until
liquidators are appointed by the General Assembly.

In the case of item (b) of the same par of the same article, the General
Assembly appoints the liquidators by the same resolution. The liquidators,
appointed by the General Assembly, can be two (2) to four (4), shareholders
or not, who exercise all the competencies of the Board of Directors which
are relevant with the procedure and purpose of liquidation, as such may
have been limited by the General Assembly's resolution that are binding for
them.

The appointment of liquidators results ipso jure in the termination of
authority of the members of the Board of Directors.

2. The liquidators appointed by the General Assembly are obliged, upon
assuming their duties, to carry out an inventory of the company's assets
and to publish the relevant balance sheet in the press and in the Bulletin
of Societe Anonyme and Limited Liability Companies of the Government
Gazette, a copy of which is also submitted with the competent supervising
Authority.

Said obligation exists for the liquidators at the end of the liquidation
according to article 7(ib) C.L 2190/20 as in force.

3. The Shareholders' General Assembly retains all its rights during the
liquidation. The liquidators must settle without delay, the pending affairs
of the company, convert the company property into cash, pay off its debts
and collect its claims. They may also proceed to new acts, provided these
serve the liquidation and the interest of the company. The liquidators may
also sell the immovable property of the company, the company business in
whole or sectors thereof, but after the lapse of four (4) months from its
dissolution.

Within the time limit of four (4) months from the dissolution of the
company, every shareholder and/or creditor thereof may demand that the
Court of First Instance of the area of the registered office of the
company, adjudicating on the basis of articles 739 seq. of the Code of
Civil Procedure to determine the lower selling price or immovable property,
sectors or sections or the entirety of the company, whereas its decision
binds the liquidators and it is not subject to regular or extraordinary
remedies.

4. The annual financial statements of the liquidation as well as the financial
statements relating to the end of the liquidation shall be approved by the
General Assembly, which also resolves on the release of liquidators from
every liability.

5. The liquidation loss and profit accounts, accompanied by the reports,
stating the reasons preventing its completion, are each year submitted
before the Shareholders' General Assembly.

6. After the liquidation has been completed, the liquidators shall draw up the
final financial statements which they shall cause to be published in the
Bulletin of Societe Anonyme and Limited Liability Companies of the
Government Gazzette, they shall render the contributions of shareholders
and distribute the remaining liquidation proceeds of the Company's property
to the shareholders, pro rata of their participation in the paid up share
capital.

The liquidation stage can not exceed the five years period from the date of
commencement of the same, when the company shall be removed from the
register. For the continuation of the liquidation period beyond the five
year period, special permission of the Minister of Commerce is required.
This stage however can under no circumstances exceed a ten year period.

CHAPTER VIII
ARTICLE 41

1. The Company's share capital, referred to in art 5 of this deed and the
shares corresponding to it, have been undertaken by the founders, as they
are represented and in the following way:

a. The Company with the company name "Cinergy Global Power Inc" [as
represented] undertook to cover five thousand nine hundred ninety nine
(5.999) common registered shares of nominal value three thousand four
hundred and seven and a half GRD (3.407, 5) or 10 Euro each and for a
total value of GRD twenty million four hundred forty one thousand and
five hundred ninety two and a half (20.441.592, 5) or Euro 59.990 and

b. The Company with the company name `Cinergy Global Holdings Inc' [as
represented] undertook to cover one (1) registered share of nominal
value three thousand four hundred and seven and a half GRD (3.407, 5)
or 10 Euro

2. The founders [as the first of them is here represented] undertake the
responsibility to deposit the amount corresponding to the shares each one
of them holds according to the above, within the time limit specified in
art 11 of C.L. 2190/1920 in an account that shall be kept in the name of
the Company in any bank that lawfully operates in Greece.

ARTICLE 42

The first Board of Directors that will manage the Company's affairs until the
first Ordinary General Assembly, which will be convened until the 30th of June
2003, shall consist of:

a) GERASIMOS ANTONIOS PETROS MICHAEL CONTOMICHALOS, son of Pavlos and Grace,
private employee, born in Egypt, in 1957, resident of Athens,Attikis 54,
Solonos str. holder of Greek passport No I 700584, of Greek nationality and
tax registration number 050962774.

b) DAVID LEE WOZNY, son of Danny and Doris, private employee, born in South
bend Indiana, USA, in 1958, resident of Ohio, USA (5154 Senour Drive, West
Chester, Ohio 45069), holder of US passport no 155862784, of US nationality
and tax registration number 121387716.

c) DEREK JOHN SPENCER, son of Alfred John and Violet Alma, private employee,
born in Athens, in 1941, at Staines Middlesex, England, resident of Madrid,
Spain (Paseo Castellana 23, 28046) holder of British passport no 003989793,
of British nationality and tax registration number 121387697.

ARTICLE 43

PricewaterhouseCoopers SA is appointed as auditors of the Company for its first
accounting year.

The auditors are always remunerated by the Company.

For the first financial year the auditors fees will be determined by a relevant
agreement whereas for the rest financial years their fees will be determined by
the respective General Assembly resolution.

A percentage of the auditors' fees is withheld and returned to the Economic
Chamber of Greece.

The minimum amount of the auditors' fees, the percentage withheld and the
procedure for its return to the Economic Chamber of Greece are determined by a
joint decision by the Ministers of National Economy and of Development,
following an opinion by the Central Management of the Economic Chamber of
Athens.

ARTICLE 44
Jurisdiction - General Provision

An announcement of the present deed will be lawfully published, according to CL
2190/20 as in force and as amended by the Presidential Decrees 409/1986 and
498/1987 and law 2339/1993. For all matters, and for those which are not settled
by this deed, the provisions of CL 2190/20, as presently in force, apply.

ARTICLE 45

The appearing persons -under their capacity- grant with the present the mandate
and power to:

a. Maria Gialouraki, daughter of Nikolaos and Fotinis, registered in Athens
Bar Association, and registered seat in Neo Psihiko (54, N.Plastira str)
and
b. Sofia Alexopoulou, daughter of Trifonas and Panagiotas, registered in
Athens Bar Association and registered seat in Holargo, Attikis, (40,
N.Vitali str)

To act, jointly or severally, the following:

1. To submit to the competent supervising Authority the application required
by Law for the approval of these Articles of Association and for the
granting of the license to incorporate said Societe Anonyme.
2. To sign, following a suggestion of the competent Authority, any notarial
deed, amending the present Articles of Association or the amendments
thereof, in relation to any article, notwithstanding the articles referring
to the company's capital.
3. To represent them before the competent Tax Office and submit any documents
required for the authorisation of the Company's books and records and for
the commencement of the latter's business, and
4. To further grant to persons of their choice the same or part of their
powers.

In this deed is present and signs the Lawyer of Athens Elefteria Ignatidou
daughter of Ignatiou and Parthenas, that has his registered office in Athens 8,
Faidriadon str, and registration number with the Athens Lawyers' Bar: 19.346

His fee of GDR 117.225 plus 1.500 was paid to the Treasury of the Athens
Lawyers' Bar, as is evidenced by the receipt with number A 50448, dated July
31st,2001 issued by the Treasury named above, and which is attached hereby.

It is certified, that according to article 2 of C.L. 2190/1920, as amended by
article 2 of P.D. 409/1986, that the total amount that has been required for the
incorporation of the Company is approximately GDR 915.210 and is wholly paid by
the incorporated Company.

I have reminded to the contracting parties the provisions of C.L. 2190/1920, as
is presently in force. The contracting parties - under the capacity as appeared
- declare that their current residence, as well as the registered office of the
represented founder Companies is the one mentioned in the beginning of this
deed.

In attestation of the above this deed was drafted in seventy two (72) leaves,
with margins, and after it has been read it was accepted by the appearing
parties in its whole context, and is legally signed:

THE CONTRACTING PARTIES

THE APPEARING LAWYER

THE NOTARY PUBLIC