SYSCO ANONYMOUS COMMERCIAL AND INDUSTRIAL COMPANY OF ORGANISATIONAL SYSTEMS AND INFORMATION TECHNOLOGY, with the registered name SYSCO SA. Participation Percentage 80% Purchase Price Drs. 49.920.000 € 146.500,37 Increase in Share-Capital Drs. 54.440.000 € 159.765,22 Net Equity Drs. 107.151.658 € 314.458,28 Sales of the period Drs. 156.296.665 € 458.684,27 Profit before taxes Drs. 12.735.347 € 37.374,46 Establishment - Duration The Company was established on April 22, 1985 under the name Consulting on Computerization, SYSCO Ltd., The Company was converted to an S.A. on December 8, 2000. The Duration of the company is until 22/12/2030. Prospects & Goals The Company’s goals are as follows: The development of sales and generally the trade of software programs for computers. Computer and other related equipment trade Representation of the use of foreign firms Training services for computers The computerized data processing for third parties. Head Offices The Company’s Head Offices are located at the Municipality of Nea Smirni on 4, Efessou Street. Capital – Shareholders The Company’s founders were: a) Andreas Apostolos Maragos b) Constantine Ioannis Aggelis c) Sultana Lefkarou d) Kyriaki Stylianos Iordani The Company’s initial capital was 400.000 Drs. divided into 40 shares of the Company at 10,000 Drs. each. Before the buy out by INFORMER SA the members were: Share Capital Harilaos Filaretopoulos 120 1.200.000 Protostat Investment Limited 480 4.800.000 _________________________ 600 6.000.000 After the Company’s participation and in accordance with the notary act 37320 dated 29/06/200 the shareholders are the following: INFORMER S.A. company shares 480 percentage 80% Harilaos Filaretopoulos company shares 120 percentage 20% According to the Company’s General Assembly on August 2nd , 2000 the capitalisation of reserve funds at 27.600.000 Drs. (twenty-seven million six-hundred thousand) was decided and as a result the Company’s capital was increased by 27.000.000 Drs. (twenty-seven million) paid in cash. After the above decision, the Company’s capital reached the amount of 60.600.000 Drs. (sixty million six-hundred thousand) divided into 6612 company shares, in which INFORMER’s participation was with 4848 company shares and 80% percentage and Harilaos Filaretopoulos with 1764 company shares and 20% percentage. On 17.11.2000 the Assembly of partners unanimously decided to transform the Company to an S.A. according to paragraph 2 article 3 of N2166/1993. For this purpose the auditor/ inspector Antonis Papadopoulos Reg. No SOEL 11741 was appointed to confirm the book value of the assets based on the financial statements of the transformation dated 30.11.2000. With the public notary act 37710 on December 8, 2000 of the Notary of Athens Aristidis Athanassiou Dragios, the transformation of the company from a limited responsibility company to an S.A. with the name “SYSCO S.A. TRADE AND INDUSTRIAL COMPANY OF ORGANISATIONAL SYSTEMS AND INFORMATION TECHNOLOGY” with the registered name “SYSCO SA”, with a share-hold capital at 100.000.000 Drs. (one-hundred million), divided into 400.000 anonymous shares of nominal value at 250 Drs. per share, was materealized. The shareholders are: Shares Percentage Value Harilaos Leonidas Filaretopoulos 80.000 20% 20.000.000 INFORMER S.A. 320.000 80% 80.000.000 400.000 100% 100.000.000 The increase of the capital from 60.600.000 Drs. to 100.000.000 Drs. occurred by the payment in cash in correspondence to the share percentage. Harilaos Filaretopoulos paid 7.880.000 Drs. (seven million eight-hundred and eighty thousand) and INFORMER SA paid 31.520.000 Drs (thirty-one million five-hundred and twenty thousand). Board of Directors Harilaos Filaretopoulos was the Company’s Administrator before the transformation to an S.A. Company . After the transformation and in accordance to the public notary act 37710 on December 8, 2000 of Aristeidis Athanasiou Drayiou and the decision of the Board of Director of the company SYSCO S.A. TRADE AND INDUSTRY COMPANY OF ORGANISATIONAL SYSTEM AND INFORMATION TECHNOLOGY on December 28, 2000 and the Board of Directors was assembled as follows : Harilaos Leonidas Filaretopoulos President of the Board of Directors Constantinos Theologos Ioannidis Vice-President and Managing Director George Dimitris Karidis Director Zafiris Constantinos Keramidas Director Triantafyllia Michael Vamvaka Director Assessment of Purchasing Price The buying price was fixed firstly according to the Law 2238/1994 and Law 2753/1999 for the taxation of the surplus value from dividents and shares. With the submitted declaration (ΥΑ ΠΟΛ. 1233/2-12-1999) to the Tax Authorities of N. Smirni the value of the shares was calculated for Drs. 47.514.720 and conclusively the amount of Drs. 49.920.000 was paid. Prospects and repercussions The Company exclusively represents the American House (USA) HIS Corporation in Greece and has introduced its new products in the Greek Hotel Market. - HIS LODGINGTOUQUCH FRONT OFFICE - HIS LODGINGTOUCH CENTRAL RESERVATION & INFORMATION SYSTEMS - EPICOUROS TOUCHPOINT OF SALES - ESP SALES CATERING - OPTIMIED MANAGEMENT Included in its clientele are the approximately 100 large hotel units with long-term contracts. Indicatively we mention the following: Athens Intercontinental Athens Park Elounda Beach & Elounta Bay Nafplia Palace Divani Caravel Divani Appolon Colossos Beach Also included in its clientele are the large tourist offices/ travel agencies like Manos Travel, Heronia Travel, Carlson Wagonlit Travel. We believe that SYSCO SA has the potential to gain a large part of the hotel business as one of the main suppliers of Total Hotel Solutions in view of the Olympic Games in 2004 where there will be an increase in hotel units in Attica (about 10.000 new rooms) and throughout Greece. In order to confirm the above predictions for 2001 the following projects are in process: a) The computerization of PORTO CARRAS complex (3 hotels), Hotel Divani Corfu, Larissa, Kalambaka in Meteora, the Aphrodite Beach Hotel, Pallazo Porto Platarias in Crete and the Athens Grand Hotel in Athens, and b) Have been signed and are under negotiations the following hotels: Grand Lagoniss Resort (Mantonakis Group), Panorama Hotel (Kypriotis Group in Kos), Andromeda Athens Andromeda Thessaloniki (Dimitrakopoulos Group), Athinais Conference & Banqueting Complex (Mamidakis Group) The forecast for 2002 is anticipated at 600.000.000 Drs. FINANCIAL STATEMENTS (in millions of Drs) 1999 2000 ASSETS First Establishment - 52 Minus Depreciation - 1 Net Preliminary Expenses - 51 Intangible Assets 7 19 Minus Depreciation 1 5 Net Intangible Assets 6 14 Tangible Assets 20 27 Minus Depreciation 10 14 Net Tangible Assets 10 13 Total Net Assets 16 27 Long Term Receivables 4 1 Total Fixed Assets 20 28 Current Assets 66 156 Debit Memo Accounts - 1 Total Assets 86 236 LIABILITIES Net Equity 33 106 Provisions - 5 Long Term Liabilities - - Total Current Liabilities 53 125 Credit Memo Accounts - 1 Total Liabilities 86 236 BOOK VALUE OF SHARE 1.650 265 PUBLISHED RESULTS Turnover : Sales of Merchandise 42 77 Services 97 79 Total Turnover 134 156 Gross Profit Other Income - - Total 134 156 Operating Profit 30 19 Profit before Interest, Taxes, Depreciation 34 22 Profit before Taxes, Depreciation 34 22 Profit Before Taxes 30 13 Profit After Taxes 20 6 The Company was converted from LTD. to S.A. on December 8, 2000. The Financial Year 2000 includes facts from the LTD. and S.A.