REPORT OF THE BOARD OF DIRECTORS

THE HELLENIC CABLES S.A.

TO THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

The Board of Directors of HELLENIC CABLES S.A. decided to propose at the Extraordinary General Meeting of Shareholders on September 7, 2011 the increase of the share capital of HELLENIC CABLES S.A. by waiving the preemptive rights of existing shareholders.

This report was prepared in accordance with Article 13 § 10 of the Law 2190/1920 at the meeting of the Board of Directors on August 9, 2011 to inform shareholders about the following:

A. Reasons for the waiver of the preemptive rights

HELLENIC CABLES S.A. has announced that, in implementing its strategic plan, acquired 100% of the share capital of FULGOR S.A. The acquisition will strengthen the export orientation of the HELLENIC CABLES Group, while enriching its product portfolio. Moreover, a positive impact in the Group's future results is expected from the synergies that will result in sales & distribution, supply chain, production and research & development of new products. By acquiring FULGOR HELLENIC CABLES Group grows into one of the largest cable groups in Europe.

FULGOR S.A. has entered a conciliation procedure under Article 99 of the Bankruptcy Code since December 2010. To ensure the future survival and prosperity of FULGOR, HELLENIC CABLES S.A. proceeded to negotiate with FULGOR’s creditors. During negotiations HELLENIC CABLES reached an agreement with the creditor banks, which hold about 64 million euro worth of outstanding debt.

In order to settle part of the total bank debt, FULGOR agreed to issue a bond loan amounting up to 22 million euro, which will be paid by funds to be contributed by HELLENIC CABLES S.A. in FULGOR S.A. through a share capital increase, which will be covered in whole by HELLENIC CABLES. The funds that will be contributed to FULGOR S.A. will result from a share capital increase of HELLENIC CABLES S.A., which will issue 2,320,000 new shares, to be acquired solely by the debtor banks. In this way FULGOR will repay in full the above loan of up to 22 million euro in order to enter a path of recovery.

B. Justification of the proposed issue price of new shares

The proposed share capital increase involves the issue of 2,320,000 common shares of HELLENIC CABLES S.A. with nominal value 0.71 euros per share in order to increase the share capital in FULGOR and subsequently repay of the balance of the above mentioned bond loan. The price at which each bank shall acquire the shares shall be significantly higher than the current price on the Athens Stock Exchange and in every case higher than the book value on 31/3/2011, thus avoiding any losses to existing shareholders. It should be noted that the HELLENIC CABLES S.A. share capital increase, by waiving the preemptive rights of existing shareholders, shall lead all banks to be shareholders of the company, at 7.85% of the new share capital, thus decreasing the participation of existing shareholders by a small percentage. The offered price shall be presented at the Extraordinary General Meeting of September 7, 2011.

Considering all the above, the Board considers that the benefit of HELLENIC CABLES S.A. and its shareholders from the settlement of FULGOR’s debt justifies the waiver of the preemptive rights of existing shareholders.

Maroussi, August 9, 2011

THE BOARD OF DIRECTORS