COMMENTS OF THE BoD OF EYDAP S.A.
ON THE AGENDA OF
THE 29th ANNUAL SHAREHOLDERS’ GENERAL MEETING OF EYDAP SA
ON JUNE, 10TH, 2011
(LAW 3884/2010)
1. Submission and approval of the Annual Financial Statements, according to the I.F.R.S. for the
fiscal year 1.1.2010 - 31.12.2010, the Board of Directors’ (BoD) Report and the Independent
Auditors’ Report of the Company.
The BoD of EYDAP S.A., following the resolution no. 17199/29.3.2011 (WUN: 4ΑΗΟ46Ψ84Ψ-Β), taken
during the 1041st meeting of the BoD on March 29, 2011, approved the Annual Financial Statements
2010, which were subsequently published as provided by law, at the newspapers "NAFTEMPORIKI’’
(31.03.2011), "ESTIA"(31.03.2011), “IMERISIA” (31.03.2011) and "TA NEA" (31.03.2011). During the
above mentioned meeting the BoD also approved the BoDs’ Report and the Audit Report compiled
by the Chartered Auditors of the Company.
During the 1043rd meeting of the BoD on May 13th, 2011, the BoD of EYDAP S.A., decided to
recommend to the Annual General Meeting of Shareholders the approval of the Annual Financial
Statements in accordance with International Financial Reporting Standards (IFRS) for the fiscal year
1.1.2010 to 31.12.2010, the BoDs’ Report and Audit Report compiled by the Chartered Auditors of
the Company.
2. Exemption of the BoD members and the Chartered Auditor from any responsibility for
compensation concerning the financial results during the year under consideration.
The Annual General Meeting of Shareholders will be asked to decide on the exemption of the BoD
members and the Chartered Auditors from any responsibility for compensation for the fiscal year
01.01.2010 to 31.12.2010.
3. Approval of dividend distribution and determination of Shareholders entitled to receive the
dividend and of dividend payment date.
The BoD of EYDAP S.A., following the resolution no. 17200/29.3.2011 (WUN: 4ΑΗΟ46Ψ84Ψ-0), taken
during the 1041st meeting of the BoD on March 29th, 2011, approved the proposal to the Annual
General Meeting of Shareholders, of dividend distribution for the year 2010, totaling € 4,260,000.00,
i.e. dividend € of 0.04 / share.
During the 1043rd meeting of the BoD on May 13th, 2011, the BoD of EYDAP S.A., decided to
recommend to the Annual General Meeting of Shareholders the approval of dividend distribution for
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Annual General Shareholders’ Meeting
June, 10th 2011
the year 2010, totaling € 4,260,000.00, i.e. dividend of € 0.04 / share. Entitled to receive the
dividend are the shareholders of EYDAP S.A. at the closing of the Athens Stock Exchange on July 5th,
2011 and Record Date is set on July 8th, 2011.
The ex-dividend date is July 6th, 2011.
The dividend payment will be made in accordance with the Athens Stock Exchange Rulebook (Art.
329), on July 14th, 2011.
4. Approval of the remuneration for the Chairman of the BoD and the Chief Executive Officer for
the fiscal year 2010 and approval in advance of the relevant compensation for the year
2011 and the first half of 2012.
During the 1043rd meeting of the BoD on May 13th, 2011, the BoD of EYDAP S.A., decided to
recommend to the Annual General Meeting of Shareholders the approval of:

The remuneration of the Chairman of the BoD and Managing Director Mr. Anthony
Vartholomeos, for the period 01.01.2010 to 03.05.2010, which amounts to € 32,706.18 and is
analyzed to € 30,136.79 gross and € 2,569.39 social security costs.

The remuneration of the Chairman of the BoD Mr. Themistocles Lekkas, for the period from
1.9.2010 until 31.12.2010, amounting to € 16,000.00, as defined by Law 3845/2010 (G.G.
65A) in conjunction with the Law 2530/1997 as interpreted by the Council of State (Dec.
14090 / 2007), combined with the opinion No. 379/2009 of the Second Division of the State
Legal Council, and Article 16 of Law 3863/2010, due to his retirement. For the period starting
from 4.5.2010 up to 31.8.2010 Mr. Themistocles Lekkas upon his decision offered his services
gratis. The differences between previously approved remuneration by the Annual General
Meeting of June 4th, 2010 and paid remuneration was due to previously mentioned reasons.

The remuneration of the CEO of the Company Mr. Nikolaos Bardis, for the period starting
from 4.5.2010 until 31.12.2010, amounting to € 46,689.25 gross, as established in
accordance with the provisions of the Laws 3833/2010 (G.G. 40A) "Protection of National
Economy, Emergency measures to tackle the financial crisis" and Law 3845/2010 (G.G. 65A)
effective from 1.6.2010.

The estimated costs for the remuneration of the Chairman of the Board Mr. Themistocles
Lekkas, for the period starting from 1.1.2011 until 31.12.2011, which amounts to € 62,048.96
gross, in pursuance of the said laws and regulations and for the period starting from 1.1.2012
to 30.6.2012 estimated at € 29,268.36 gross.

The estimated costs for the remuneration of the CEO Mr. Nikolaos Bardis, for the period
starting from 1.1.2011 to 31.12.2011, which amounts to € 70,272.96, pursuant to the
provisions of Law 3845/2010 (G.G. 65A) and for the period starting from 1.1.2012 to
30.6.2012 estimated at € 35,136.48 gross.
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Annual General Shareholders’ Meeting
June, 10th 2011
5. Approval of the compensation for the BoD members and the Secretary for the fiscal year 2010
and approval in advance of the relevant compensation for the year 2011 and the first half of
2012.
During the 1043rd meeting of the BoD on May 13th, 2011, the BoD of EYDAP S.A., decided to
recommend to the Annual General Meeting of Shareholders the approval of:
a. The compensation paid to Members of the BoD for their participation in the meetings of the
BoD for 2010 amounting to € 31,393.70 gross and meeting fees amounted to € 29,703.27 gross,
totaling € 61,096.97 gross.
b. The compensation paid to the Secretary of the BoD for 2010, amounted to € 3,530.62 gross.
c. The compensation paid to the three Audit Committee members that oversee the Internal
Audit function (Law 3016 / 2002, Art. 7, paragraph 21) which amounted to € 3,291.54 gross and
meeting fees amounted to € 3,291.54 gross, a total of € 6,583.03 gross.
d. The pre-approval for the period starting from 1.1.2011 until 31.12.2011 at the same level as in
2010, according to Law 3833/2010 (G.G. 40A) "Protection of National Economy, Emergency
measures to tackle the financial crisis" and Law 3845/2010 (G.G. 65A) “Measures for the
implementation of the support mechanism of the Greek economy by the Member States of the
euro area and the International Monetary Fund” of:
The Members of the BoD compensation which amounts to € 2,897.88 gross per year, per person
and meeting fees of the members except for the Chairman and the CEO also amounting to €
2,897.88 gross per year, per person.
The compensation of the Secretary of the BoD, which amounts to € 4,272.85 gross per year.
The compensation of the three-member Audit Committee of the Board which amounts to €
1,880.88 gross per year per person and meeting fees amounting to € 1,880.88 gross per year per
person.
e. The compensation pre-approval for the period starting from 1.1.2012 to 30.6.2012 at the
same level as in 2011, to the Members of the BoD, the Secretary of the Board and to the Audit
Committee members of the BoD.
6. Ratification of the elected members of the BoD in replacement of the resigned ones and
appointment of an independent member in the Board.
The BoD following the resignations of the non-executive member of the Board, Mr. Vassilios
Avgerinos on 12.5.2010 and the independent non-executive member, Mr. Nikolas Tzikas, on
24.2.2011 convened (meeting no. 1024/14.7.2010 and 1041/29.3.2011) and in accordance with
paragraph 1 of Article 13 of the Articles of Association, elected Mr. Antonios Antonopoulos (Board
Resolution no. 16899/14.7.2010) and Mr. Andreas Geragidis (Board Resolution no. 17196/29.3.2011 WUN: 4AG946PS84PS-2) as non-executive members in replacement of the resigned ones for the rest
of their tenure.
Following the resignation of Mr. Nikolaos Tzikas, who was appointed as independent non-executive
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Annual General Shareholders’ Meeting
June, 10th 2011
member during the Repeat Extraordinary General Meeting on May 4th, 2010, the election of an
independent member is necessary for the participation in the Audit Committee as provided in Article
37 of the Law 3693/25.8.2008.
During the 1043rd meeting of the BoD on May 13th, 2011, the BoD of EYDAP S.A., decided to
recommend to the Annual General Meeting of Shareholders the approval of:
a. The ratification of the election of members Mr. Antonios Antonopoulos and Andreas
Geragidis to replace the resigned members Mr. Vasilios Avgerinos and Nikolaos Tzikas for the
rest of their tenure.
b. The appointment of Mr. Anthony Antonopoulos as an independent non-executive member
for the participation in the Audit Committee of the BoD.
7. Appointment of the Internal Audit Committee, according to art. 37, Law 3693/2008.
During the 1043rd meeting of the BoD on May 13th, 2011, the BoD of EYDAP S.A., decided to
recommend to the Annual General Meeting of Shareholders the appointment of the independent
non-executive member Antonios Antonopoulos as Chairman of the Audit Committee following the
provisions of Article 37 of the Law 3693/25-8-2008 and the non-executive members, Mr. Andreas
Geragidis and Mr. Christos Mistriotis, as members thereof.
8. Election of two (2) ordinary auditors and two (2) deputies for the audit of the fiscal year 2011
and approval of their fees.
During the 1043rd meeting of the BoD on May 13th, 2011, the BoD of EYDAP S.A., decided to
recommend to the Annual General Meeting of Shareholders the election of the ordinary auditors for
the year 2011, Mr. George Spanoudakis, Chartered Accountant (SOEL num. 14721) and Mr. Dionysios
Alevras, Chartered Accountant (SOEL num. 15421) and the deputy Auditors Mr.. Vasilios
Papageorgakopoulos, Chartered Accountant (SOEL num. 11681) and Mr. Dimitrios Stavrou, Chartered
Accountant (SOEL num. 14791) of the Audit Company SOL S.A., with a fee amounting to €
120,000.00, plus VAT, according to the offer dated 19.4.2011:
- For the regular audit of the annual financial statements for the fiscal year 2011 in accordance
with Greek Auditing Standards issued by ELTE of the Ministry of Economics and Finance, which
conform with International Auditing Standards of the International Federation of Accountants.
- For the audit of the interim financial statements prepared by the Company for the half-year
period, ending on the 30rd of June 2011.
9.
Announcements
Under this agenda item, fall all announcements on the matters the BoD wishes to inform the
General Meeting, but neither voting nor resolution are required.
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Annual General Shareholders’ Meeting
June, 10th 2011