SINGULARLOGIC S.A.
Invitation to shareholders Ordinary General Meeting.
The Board of Directors of "SINGULAR LOGIC INFORMATION SYSTEMS AND APPLICATIONS SA", with the distinction title "SINGULARLOGIC S.A." (hereinafter "Company") according to its decision taken on April 8th 2008 and pursuant to the provisions of C.L. 2190/1920 and the Company Articles of Association, invites its Shareholders to an Ordinary General Meeting at the Company headquarters, Al. Panagouli and Siniosoglou str., Nea Ionia, on Thursday the 8th of May 2008, at 09:30 a.m., and in case of non attainment of the requested by the law quorum required for decision making in any of the topics of the agenda, to a possible A' Repeated General Assembly that will take place at the same time on the 22nd of May 2008 and to a possible B' Repeated General Assembly that will take place at the same time on the 5th of June 2008, in order to discuss and decide on the following matters:
AGENDA
1. Submission and approval of both the annual financial statements and the consolidated financial statements of fiscal year 2007 along with the minutes of the Board of Directors and the report of the Company's Auditors.
2. Exemption of both the members of the Board of Directors and the Certified Auditor from any liability of indemnification with regard to the minutes of the fiscal year 2007.
3. Election of the Certified Auditor for the fiscal year 2008 and specification of the fees thereof
4. Approval of contracts and fees pursuant to the articles 23a and 24 of Codified Law 2190/1920.
5. Approval of the election of the new members of the Board of Directors in replacement to the resigning members.
6. Change of use of the funds that rose from the share capital increase of the Company, decided in the B' Repeated Extraordinary General Assembly of the Shareholders on the 18th of September 2006 and was amended in the A' Repeated Extraordinary General Assembly of the Shareholders on the 16th of May 2007 and which affirmed the relevant decision taken from the Board of Directors on the 16th of May 2007.
7. Amendment of the Article 5 of the Company's Articles of Association following the share capital increase decided by the Company's Board of Directors, due to stock option plan exercise by executives, Company's personnel and other companies related to the Company, in practice of the Stock Options Plan Program.
8. Capital increase by raising the nominated value of the share through reserve fund capitalization "Difference from shares "issuance above par" and amendment of the article 5 of the Company's Articles of Association.
9. Treasury shares purchase approval pursuant to article 16, par. 5 of C.L. 2190/1920 as applies, corresponding authorization to the Company's Board of Directors and recall of previous non implemented decision.
10. Permission to the "Board of Directors" members and the Company's Managers to participate in other companies "Board of Directors" and Management Teams.
11. Amendment of the clauses of the Stock Options Plan Program for the acquisition of stocks from the Company's Executives, the Company's personnel and other companies related to the Company (article 13 C.L. 2190/1920), decided on the B' Repeated General Assembly of the Company on the 26th of May 2006 and was amended with the decision of the B' Repeated Extraordinary General Assembly of the Company on the 18th of September 2006 and grant of authorisation to the Board of Directors for the settlement of procedural issued and details.
12. Amendment of the clauses of the Stock Options Plan Program for the acquisition of stocks from the Company's Executives, the Company's personnel and other companies related to the Company (article 13 C.L. 2190/1920), decided on the B' Repeated General Assembly of the Company on the 16th of May 2007 and grant of authorisation to the Board of Directors for the settlement of procedural issued and details.
13. Alignment of the provisions of the articles of Company's Articles of Association in accordance with the Law 3604/2007, which amended the C.L. 2190/1920 "Companies Act".
14. Miscellaneous issues - Announcements
Each shareholder who is registered in the Dematerialized Securities System (D.S.S) through the Hellenic Stock Exchange (HELEX) (former Central Securities Depository) can attend the General Assembly and vote in person, or with proxy. Shareholders wishing to attend the above General Assembly, must block all or part of their shares - through their Operator in the Dematerialized Securities System (D.S.S) or (in case the shares are registered in the Special D.S.S Account.) through Hellenic Exchanges Holdings S.A (HELEX) (former Central Securities Depository) and must submit the Share Blocking Certificate, issued by the Operator or HELEX respectively, as well as any proxy documents that provide attendance and voting rights, to the Investor Relations Department (Al. Panagouli and Siniosoglou str., Nea Ionia) at least five (5) full days prior to the General Assembly date. The Company's shareholders which are legal entities, can appoint up to three (3) persons as their representatives.
AGENDA
1. Submission and approval of both the annual financial statements and the consolidated financial statements of fiscal year 2007 along with the minutes of the Board of Directors and the report of the Company's Auditors.
2. Exemption of both the members of the Board of Directors and the Certified Auditor from any liability of indemnification with regard to the minutes of the fiscal year 2007.
3. Election of the Certified Auditor for the fiscal year 2008 and specification of the fees thereof
4. Approval of contracts and fees pursuant to the articles 23a and 24 of Codified Law 2190/1920.
5. Approval of the election of the new members of the Board of Directors in replacement to the resigning members.
6. Change of use of the funds that rose from the share capital increase of the Company, decided in the B' Repeated Extraordinary General Assembly of the Shareholders on the 18th of September 2006 and was amended in the A' Repeated Extraordinary General Assembly of the Shareholders on the 16th of May 2007 and which affirmed the relevant decision taken from the Board of Directors on the 16th of May 2007.
7. Amendment of the Article 5 of the Company's Articles of Association following the share capital increase decided by the Company's Board of Directors, due to stock option plan exercise by executives, Company's personnel and other companies related to the Company, in practice of the Stock Options Plan Program.
8. Capital increase by raising the nominated value of the share through reserve fund capitalization "Difference from shares "issuance above par" and amendment of the article 5 of the Company's Articles of Association.
9. Treasury shares purchase approval pursuant to article 16, par. 5 of C.L. 2190/1920 as applies, corresponding authorization to the Company's Board of Directors and recall of previous non implemented decision.
10. Permission to the "Board of Directors" members and the Company's Managers to participate in other companies "Board of Directors" and Management Teams.
11. Amendment of the clauses of the Stock Options Plan Program for the acquisition of stocks from the Company's Executives, the Company's personnel and other companies related to the Company (article 13 C.L. 2190/1920), decided on the B' Repeated General Assembly of the Company on the 26th of May 2006 and was amended with the decision of the B' Repeated Extraordinary General Assembly of the Company on the 18th of September 2006 and grant of authorisation to the Board of Directors for the settlement of procedural issued and details.
12. Amendment of the clauses of the Stock Options Plan Program for the acquisition of stocks from the Company's Executives, the Company's personnel and other companies related to the Company (article 13 C.L. 2190/1920), decided on the B' Repeated General Assembly of the Company on the 16th of May 2007 and grant of authorisation to the Board of Directors for the settlement of procedural issued and details.
13. Alignment of the provisions of the articles of Company's Articles of Association in accordance with the Law 3604/2007, which amended the C.L. 2190/1920 "Companies Act".
14. Miscellaneous issues - Announcements
Each shareholder who is registered in the Dematerialized Securities System (D.S.S) through the Hellenic Stock Exchange (HELEX) (former Central Securities Depository) can attend the General Assembly and vote in person, or with proxy. Shareholders wishing to attend the above General Assembly, must block all or part of their shares - through their Operator in the Dematerialized Securities System (D.S.S) or (in case the shares are registered in the Special D.S.S Account.) through Hellenic Exchanges Holdings S.A (HELEX) (former Central Securities Depository) and must submit the Share Blocking Certificate, issued by the Operator or HELEX respectively, as well as any proxy documents that provide attendance and voting rights, to the Investor Relations Department (Al. Panagouli and Siniosoglou str., Nea Ionia) at least five (5) full days prior to the General Assembly date. The Company's shareholders which are legal entities, can appoint up to three (3) persons as their representatives.