NEOCHIMIKI INDUSTRIAL AND COMMERCIAL S.A.
Summary of draft merger afreement
According to the provisions of paragraph 1 of article 70 of c.l. 2190/1920, the Board of Directors of the societe anonyme with the name, a) "NEOCHIMIKI - L.V. LAVRENTIADIS INDUSTRIAL AND COMMERCIAL S.A." which has its headquarters in P. Faliron Attikis (34, Pentelis St.) with Number in the Register of S.A. 44826/06/Β/99/4 (henceforth "Absorbing SA"), b) "LAMDA LAMDA COMMERCIAL AND INDUSTRIAL S.A.", which has its headquarters in P. Faliron Attikis (34 Pentelis St.) with Number in the Register of S.A. 63133/01ΝΤ/Β/07/107 (henceforth First Absorbed SA), c) "PETROSOL HOLDING INDUSTRIAL AND COMMERCIAL SOCIETE ANONYME FOR TRANSFERS AND CHEMICAL PRODUCTS", which has its headquarters in P. Faliron Attikis (11, Zissimopoulou St.) with Number in the Register of S.A. 48272/01ΝΤ/Β/01/134 (henceforth Second Absorbed SA), d) "NEOCHIMIKI INTERNATIONAL HOLDING INDUSTRIAL AND COMMERCIAL SOCIETE ANONYME OF CHEMICAL PRODUCTS", which has its headquarters in P. Faliron Attikis (34 Pentelis St.) with Number in the Register of S.A.: 63271/01ΝΤ/Β/07/131 (henceforth Third Absorbed SA) and e) "MONOCHEM INDUSTRIAL AND COMMERCIAL SOCIETE ANONYME OF CHEMICAL PRODUCTS", which has its headquarters in P. Faliron Attikis (34 Pentelis St.) with Number in the Register of S.A.: 08079/01ΝΤ/Β/66/158 (henceforth Fourth Absorbed SA) announce the following summary of the draft merger agreement as of 18/03/2008.
The merger takes place under the provisions of article 78 of C.L. 2190/20 and P.D. 1297/72 with absorption of the companies "LAMDA LAMDA COMMERCIAL AND INDUSTRIAL S.A." ,"PETROSOL HOLDING INDUSTRIAL AND COMMERCIAL SOCIETE ANONYME FOR TRANSFERS AND CHEMICAL PRODUCTS", "NEOCHIMIKI INTERNATIONAL HOLDING INDUSTRIAL AND COMMERCIAL SOCIETE ANONYME OF CHEMICAL PRODUCTS", "MONOCHEM INDUSTRIAL AND COMMERCIAL SOCIETE ANONYME OF CHMICAL PRODUCTS" by the company "NEOCHIMIKI L.V. LAVRENTIADIS INDUSTRIAL AND COMMERCIAL S.A." based on financial data (balance sheets) as of 31-12-2007.
The absorbed companies will transfer their total properties (assets and liabilities) to the absorbing company, based on their properties as these are presented in the balance sheet of 31.12.2007 and as these (the properties) will be formed until the legal completion of the merger. The absorbing company will become the sole owner, holder and eligible person for every asset of the absorbed companies.
The share capital of the absorbed companies is, for "LAMDA LAMDA COMMERCIAL AND INDUSTRIAL SOCIETE ANONYME" 12,497,137.00 euro divided into 12,497,137 shares, of nominal value 1.00 euro each, for "PETROSOL HOLDING INDUSTRIAL AND COMMERCIAL SOCIETE ANONYME FOR TRANSFERS AND CHEMICAL PRODUCTS" 10,000,000.00 euro divided into 10,000,000 shares, of nominal value 1.00 euro each, for "NEOCHIMIKI INTERNATIONAL HOLDING INDUSTRIAL AND COMMERCIAL SOCIETE ANONYME OF CHEMICAL PRODUCTS" 34,175,000.00 euro divided into 34,175,000 shares, of nominal value 1.00 euro each, for "MONOCHEM INDUSTRIAL AND COMMERCIAL SOCIETE ANONYME OF CHEMICAL PRODUCTS" 600,000.00 euro divided into 600,000 shares, of nominal value 1.00 euro each.
The absorbing company owns all shares of the absorbed companies. The share capital of the absorbing company which amounts to 10,800,000.00 euro will not be changed and the ab-sorbing company is not obliged to issue new shares, because the obligation for the issuance of new shares is counter balanced due to confusion, as it holds all of the shares (100%) of the absorbed companies. The shares of the absorbed companies will be cancelled after the completion of the merger, having no value, based on a special resolution of the Board of Directors of the absorbing company for the cancellation.
All actions and transactions performed by the absorbed companies until the completion of the merger are considered from an accounting point of view as being performed on behalf of the absorbed companies and the financial results that will be derived during this period, will be for or against the absorbed companies. No shareholders of the absorbed companies exist, which have special rights and preferences, nor holders of other titles except shares. Furthermore, no special advantages are provided for the members of the Board of Directors and the ordinary auditors of the absorbed companies by the statutes or the decisions of the General Meetings of the absorbed companies or by the Merger Agreement.
Upon completion of the merger, the absorbing company automatically and without further formalities substitutes the absorbed companies, according to the law, in all their rights, obliga-tions and legal relations and this transfer equals to universal succession.
The merger takes place under the provisions of article 78 of C.L. 2190/20 and P.D. 1297/72 with absorption of the companies "LAMDA LAMDA COMMERCIAL AND INDUSTRIAL S.A." ,"PETROSOL HOLDING INDUSTRIAL AND COMMERCIAL SOCIETE ANONYME FOR TRANSFERS AND CHEMICAL PRODUCTS", "NEOCHIMIKI INTERNATIONAL HOLDING INDUSTRIAL AND COMMERCIAL SOCIETE ANONYME OF CHEMICAL PRODUCTS", "MONOCHEM INDUSTRIAL AND COMMERCIAL SOCIETE ANONYME OF CHMICAL PRODUCTS" by the company "NEOCHIMIKI L.V. LAVRENTIADIS INDUSTRIAL AND COMMERCIAL S.A." based on financial data (balance sheets) as of 31-12-2007.
The absorbed companies will transfer their total properties (assets and liabilities) to the absorbing company, based on their properties as these are presented in the balance sheet of 31.12.2007 and as these (the properties) will be formed until the legal completion of the merger. The absorbing company will become the sole owner, holder and eligible person for every asset of the absorbed companies.
The share capital of the absorbed companies is, for "LAMDA LAMDA COMMERCIAL AND INDUSTRIAL SOCIETE ANONYME" 12,497,137.00 euro divided into 12,497,137 shares, of nominal value 1.00 euro each, for "PETROSOL HOLDING INDUSTRIAL AND COMMERCIAL SOCIETE ANONYME FOR TRANSFERS AND CHEMICAL PRODUCTS" 10,000,000.00 euro divided into 10,000,000 shares, of nominal value 1.00 euro each, for "NEOCHIMIKI INTERNATIONAL HOLDING INDUSTRIAL AND COMMERCIAL SOCIETE ANONYME OF CHEMICAL PRODUCTS" 34,175,000.00 euro divided into 34,175,000 shares, of nominal value 1.00 euro each, for "MONOCHEM INDUSTRIAL AND COMMERCIAL SOCIETE ANONYME OF CHEMICAL PRODUCTS" 600,000.00 euro divided into 600,000 shares, of nominal value 1.00 euro each.
The absorbing company owns all shares of the absorbed companies. The share capital of the absorbing company which amounts to 10,800,000.00 euro will not be changed and the ab-sorbing company is not obliged to issue new shares, because the obligation for the issuance of new shares is counter balanced due to confusion, as it holds all of the shares (100%) of the absorbed companies. The shares of the absorbed companies will be cancelled after the completion of the merger, having no value, based on a special resolution of the Board of Directors of the absorbing company for the cancellation.
All actions and transactions performed by the absorbed companies until the completion of the merger are considered from an accounting point of view as being performed on behalf of the absorbed companies and the financial results that will be derived during this period, will be for or against the absorbed companies. No shareholders of the absorbed companies exist, which have special rights and preferences, nor holders of other titles except shares. Furthermore, no special advantages are provided for the members of the Board of Directors and the ordinary auditors of the absorbed companies by the statutes or the decisions of the General Meetings of the absorbed companies or by the Merger Agreement.
Upon completion of the merger, the absorbing company automatically and without further formalities substitutes the absorbed companies, according to the law, in all their rights, obliga-tions and legal relations and this transfer equals to universal succession.