MICHANIKI S.A.
ANNOUNCEMENT for the First Repeating General Assembly of preferential shareholders held on 25.06.2008.
MICHANIKI S.A. hereby announces, in accordance with article 278 of the Athens Stock Exchange Regulation, that during the first repeating General Assembly of the Company's shareholders of preferential shares, which was held on Wednesday 9 July 2008 at 15:00 hours at the Company's Headquarters in the Municipality of Amarousio in Attica (91 M. Alexandrou Street and 25th Martiou Street), attended and represented by 33 shareholders, more specifically 25 natural and 8 legal persons, representing 2,223,609 preferential registered shares out of a total of 25,968,987 preferential registered shares, i.e. 8.56% of the paid share capital distributed in preferential shares, the first item of the agenda was agreed upon with the following majority.
Item 1ο: Increasing the Company's share capital by euro 5,574,390.78 in total by capitalizing the following reserve funds: a) In accordance with the provisions of Law 2065/1992, the difference resulting from the revaluation of property of the reserve fund "Differences from revaluating other assets", which is included in the "Profit or Loss Brought Forward" account of the published financial positions based on the IAS of the amount of euro 5,312,878.76 b) the taxed reserve fund "Taxed Funds" (article 7, Law 2579/1998) amounting to euro 205,022.92, and c) part of the taxed reserve fund "Reserves from own share dividends of the 2006 accounting period" amounting to euro 56,489.10 by increasing the nominal value of shares, registered and preferential, from euro 1.48 to euro 1.54 without changing the number (quantity) of shares. Amending article 5 and article 27 of the Charter as regards share capital in order to accommodate the increase mentioned above.
The increase of the company's share capital by euro 5,574,390.78 was decided with the approval of the relevant decision taken by the Shareholders' Ordinary General Assembly held on 25.06.2008, with 153.885 votes, that is a 100% majority of the represented votes with the capitalization of the following reserve funds: a) In accordance with the provisions of Law 2065/1992, the difference resulting from the revaluation of property of the reserve fund "Differences from revaluating other assets", which is included in the "Profit or Loss Brought Forward" account of the published financial positions based on the IAS of the amount of euro 5,312,878.76; b) the taxed reserve fund "Taxed Funds" (article 7, Law 2579/1998) amounting to euro 205,022.92, and c) part of the taxed reserve fund "Reserves from own share dividends of the 2006 accounting period" amounting to euro 56,489.10 by increasing the nominal value of shares, registered and preferential, from euro 1.48 to euro 1.54 without changing the number (quantity) of shares. Amending article 5 and article 27 of the Charter as regards share capital in order to accommodate the increase mentioned above.
After the aforementioned decided increase, the share capital of the Company comes up to a hundred forty three million seventy six thousand thirty euros and two cents (euro 143,076,030.02) and is divided into ninety two million nine hundred and six five hundred and thirteen (92,906,513) registered shares, of nominal value of one euro and fifty cents (euro 1,54) each and more specifically into a) sixty six million nine hundred thirty seven five hundred twenty six (66,937,526) ordinary registered shares with voting rights and b) twenty five million nine hundred sixty eight thousand nine hundred and eight seven (25,968,987) preference registered shares without voting rights and non convertible, of nominal value of one Euro and fifty four cents (euro 1.54) each.
As regards the 2nd item of the agenda which was the following: "Item 2: Vesting the Board of Directors with a five-year authority to: a) increase the Company's share capital in accordance with article 13 §1b of Codified Law 2190/1920, as currently in effect, and b) to decide whether to issue debenture loans with convertible debentures in accordance with article 3a §1b of Codified Law 2190/1920, as currently in effect", irrespective of the fact that there was not the required by the law and articles of association quorum of the 1/2 paid share capital for the discussion and taking of decision, the Assembly was cancelled as the Board of Directors of the Company withdrew the said item from the agenda with its decision dated 09.07.2008 and as a consequent the said issue is not pending for discussion. According to the aforementioned decision of the Board of Directors there will not be a second repeating special General Assembly of the preference shareholders and the one determined with the invitation, dated 29/05/2008, of the Board of Directors for Wednesday, 23rd July, 2008, at 15:00 is cancelled as with the aforementioned decision of the Board of Directors the invitation dated 29/05/2008 on the convention of the said second repeating special General Assembly of the preference shareholders was revoked.
Item 1ο: Increasing the Company's share capital by euro 5,574,390.78 in total by capitalizing the following reserve funds: a) In accordance with the provisions of Law 2065/1992, the difference resulting from the revaluation of property of the reserve fund "Differences from revaluating other assets", which is included in the "Profit or Loss Brought Forward" account of the published financial positions based on the IAS of the amount of euro 5,312,878.76 b) the taxed reserve fund "Taxed Funds" (article 7, Law 2579/1998) amounting to euro 205,022.92, and c) part of the taxed reserve fund "Reserves from own share dividends of the 2006 accounting period" amounting to euro 56,489.10 by increasing the nominal value of shares, registered and preferential, from euro 1.48 to euro 1.54 without changing the number (quantity) of shares. Amending article 5 and article 27 of the Charter as regards share capital in order to accommodate the increase mentioned above.
The increase of the company's share capital by euro 5,574,390.78 was decided with the approval of the relevant decision taken by the Shareholders' Ordinary General Assembly held on 25.06.2008, with 153.885 votes, that is a 100% majority of the represented votes with the capitalization of the following reserve funds: a) In accordance with the provisions of Law 2065/1992, the difference resulting from the revaluation of property of the reserve fund "Differences from revaluating other assets", which is included in the "Profit or Loss Brought Forward" account of the published financial positions based on the IAS of the amount of euro 5,312,878.76; b) the taxed reserve fund "Taxed Funds" (article 7, Law 2579/1998) amounting to euro 205,022.92, and c) part of the taxed reserve fund "Reserves from own share dividends of the 2006 accounting period" amounting to euro 56,489.10 by increasing the nominal value of shares, registered and preferential, from euro 1.48 to euro 1.54 without changing the number (quantity) of shares. Amending article 5 and article 27 of the Charter as regards share capital in order to accommodate the increase mentioned above.
After the aforementioned decided increase, the share capital of the Company comes up to a hundred forty three million seventy six thousand thirty euros and two cents (euro 143,076,030.02) and is divided into ninety two million nine hundred and six five hundred and thirteen (92,906,513) registered shares, of nominal value of one euro and fifty cents (euro 1,54) each and more specifically into a) sixty six million nine hundred thirty seven five hundred twenty six (66,937,526) ordinary registered shares with voting rights and b) twenty five million nine hundred sixty eight thousand nine hundred and eight seven (25,968,987) preference registered shares without voting rights and non convertible, of nominal value of one Euro and fifty four cents (euro 1.54) each.
As regards the 2nd item of the agenda which was the following: "Item 2: Vesting the Board of Directors with a five-year authority to: a) increase the Company's share capital in accordance with article 13 §1b of Codified Law 2190/1920, as currently in effect, and b) to decide whether to issue debenture loans with convertible debentures in accordance with article 3a §1b of Codified Law 2190/1920, as currently in effect", irrespective of the fact that there was not the required by the law and articles of association quorum of the 1/2 paid share capital for the discussion and taking of decision, the Assembly was cancelled as the Board of Directors of the Company withdrew the said item from the agenda with its decision dated 09.07.2008 and as a consequent the said issue is not pending for discussion. According to the aforementioned decision of the Board of Directors there will not be a second repeating special General Assembly of the preference shareholders and the one determined with the invitation, dated 29/05/2008, of the Board of Directors for Wednesday, 23rd July, 2008, at 15:00 is cancelled as with the aforementioned decision of the Board of Directors the invitation dated 29/05/2008 on the convention of the said second repeating special General Assembly of the preference shareholders was revoked.