AXON S.A. HOLDING
INVITATION TO ANNUAL ORDINARY GENERAL MEETING OF THE COMPANY'S SHAREHOLDERS
Following decision of the Board of Directors of AXON HOLDINGS S.A., made during the meeting held on 23 April 2008, pursuant to Codified Law 2190/1920 as currently in force, and the Articles of Association
THERE ARE INVITED:
The shareholders of the Company to the Annual Ordinary General Meeting on 19 May 2008, Monday at 16:00pm, at "ATLANTIC" hall of "N.J.V. ATHENS PLAZA" Hotel, at 2, Vas. Georgiou St., Syntagma Square, GR-10564 Athens, in order to discuss and make decisions on the following items on the agenda:
Item 1: Submission and approval of the annual Financial Statements and in particular the balance sheet, the income statement, the cash flow statement and the notes to the annual financial statements (both company and consolidated) pursuant to the International Financial Reporting Standards for the fiscal year from 1 January 2007 to 31 December 2007 following hearing of the reports of the BoD and the Auditors.
Item 2: Discharge of the BoD members and the chartered auditor from any liability for indemnity with respect to the past activities, management and annual financial statements of the above year (from 01.01.2007 to 31.12.2007), pursuant to Article 35 of C.L. 2190/20.
Item 3: Election of an ordinary and a deputy auditor from the Body of Chartered Auditors for the year 2008 and determination of their fees.
Item 4: Granting of special authorization under Article 23a(4) of C.L. 2190/20 - approval of an indefinite-term labour contract between the Company and the member of the BoD and Managing Director of the Company, Mr. Panayotis Doumanoglou.
Item 5: Increase of the Company's share capital through capitalization of reserves from the account "Premium on capital stock" and parallel equal reduction of the share capital so as to eliminate accumulated losses through simultaneous increase and equal reduction of the share's nominal value.
Item 6: Increase of the Company's share capital through capitalization of reserves from the account "Premium on capital stock" without issuing any new shares and through simultaneous equal reduction of share capital so that capital is returned to the existing shareholders.
Item 7: Modification of Article 5 of the Articles of Association in view of the above increases and decreases of the Company's share capital.
Item 8: Setting an entitlement date for the return of capital, the mode of payment and the beneficiaries thereof.
Item 9: Amendment of articles of the Company's Articles of Association and codification thereof as single text so that they are harmonized with C.L. 2190/20, as amended and in force by virtue of Law 3604/2007.
Item 10: Approval of guarantee in favour of a subsidiary through pledging of shares owned by the company. All shareholders are entitled to attend the Meeting as per the Articles of Association either in person or via a representative. Any shareholders wishing to attend the Ordinary General Meeting should block all or part of the shares they own through their operator in the Dematerialized Securities System and receive from the latter a Shares Blocking Attestation which must be submitted to the Company's cashier office (2, Ermou St., Municipality of Athens, tel.: 210-3216000) at least five (5) full days before the abovementioned date of the General Meeting. In case no operator has been appointed and shares are kept in a special account, the Shares Blocking Attestation will be granted by the Central Securities Depository.
In case on the above date and hour fixed for the Annual Ordinary General Meeting, the quorum required by law is not attained for all or part of the items on the agenda, the 1st Repeat Ordinary General Meeting of Shareholders will take place on 2 June 2008, Monday at 14:00pm, at the Company's offices (2, Ermou St., 2nd floor, Municipality of Athens) so as to discuss and make decisions on the above items on the agenda without any new notice being published.
In case the quorum required by law is not attained during the 1st Repeat Ordinary General Meeting, the 2nd Repeat Ordinary General Meeting of Shareholders will take place on 13 June 2008, Friday at 14:00pm, at the Company's offices (2, Ermou St., 2nd floor, Municipality of Athens) so as to discuss and make decisions on the above items on the agenda without any new notice being published.
THERE ARE INVITED:
The shareholders of the Company to the Annual Ordinary General Meeting on 19 May 2008, Monday at 16:00pm, at "ATLANTIC" hall of "N.J.V. ATHENS PLAZA" Hotel, at 2, Vas. Georgiou St., Syntagma Square, GR-10564 Athens, in order to discuss and make decisions on the following items on the agenda:
Item 1: Submission and approval of the annual Financial Statements and in particular the balance sheet, the income statement, the cash flow statement and the notes to the annual financial statements (both company and consolidated) pursuant to the International Financial Reporting Standards for the fiscal year from 1 January 2007 to 31 December 2007 following hearing of the reports of the BoD and the Auditors.
Item 2: Discharge of the BoD members and the chartered auditor from any liability for indemnity with respect to the past activities, management and annual financial statements of the above year (from 01.01.2007 to 31.12.2007), pursuant to Article 35 of C.L. 2190/20.
Item 3: Election of an ordinary and a deputy auditor from the Body of Chartered Auditors for the year 2008 and determination of their fees.
Item 4: Granting of special authorization under Article 23a(4) of C.L. 2190/20 - approval of an indefinite-term labour contract between the Company and the member of the BoD and Managing Director of the Company, Mr. Panayotis Doumanoglou.
Item 5: Increase of the Company's share capital through capitalization of reserves from the account "Premium on capital stock" and parallel equal reduction of the share capital so as to eliminate accumulated losses through simultaneous increase and equal reduction of the share's nominal value.
Item 6: Increase of the Company's share capital through capitalization of reserves from the account "Premium on capital stock" without issuing any new shares and through simultaneous equal reduction of share capital so that capital is returned to the existing shareholders.
Item 7: Modification of Article 5 of the Articles of Association in view of the above increases and decreases of the Company's share capital.
Item 8: Setting an entitlement date for the return of capital, the mode of payment and the beneficiaries thereof.
Item 9: Amendment of articles of the Company's Articles of Association and codification thereof as single text so that they are harmonized with C.L. 2190/20, as amended and in force by virtue of Law 3604/2007.
Item 10: Approval of guarantee in favour of a subsidiary through pledging of shares owned by the company. All shareholders are entitled to attend the Meeting as per the Articles of Association either in person or via a representative. Any shareholders wishing to attend the Ordinary General Meeting should block all or part of the shares they own through their operator in the Dematerialized Securities System and receive from the latter a Shares Blocking Attestation which must be submitted to the Company's cashier office (2, Ermou St., Municipality of Athens, tel.: 210-3216000) at least five (5) full days before the abovementioned date of the General Meeting. In case no operator has been appointed and shares are kept in a special account, the Shares Blocking Attestation will be granted by the Central Securities Depository.
In case on the above date and hour fixed for the Annual Ordinary General Meeting, the quorum required by law is not attained for all or part of the items on the agenda, the 1st Repeat Ordinary General Meeting of Shareholders will take place on 2 June 2008, Monday at 14:00pm, at the Company's offices (2, Ermou St., 2nd floor, Municipality of Athens) so as to discuss and make decisions on the above items on the agenda without any new notice being published.
In case the quorum required by law is not attained during the 1st Repeat Ordinary General Meeting, the 2nd Repeat Ordinary General Meeting of Shareholders will take place on 13 June 2008, Friday at 14:00pm, at the Company's offices (2, Ermou St., 2nd floor, Municipality of Athens) so as to discuss and make decisions on the above items on the agenda without any new notice being published.