VIVARTIA HOLDING S.A.
Invitation to the Annual General Assembly of the Shareholders
According to the law and article 10 of the Company' s articles of association, the shareholders of VIVARTIA S.A (Company) are invited to the General Assembly on Thursday June 19th 2008, 14:00 at the offices of the Company in Maroussi, 10 Ziridi street in order to discuss and decide on the following items on the agenda:
Items on the Agenda
1. Submission and approval of the Financial Statements of the fiscal year 2007, as well as the related reports of the BoD and the Auditor.
2. Submission and approval of the Consolidated Financial Statements of the fiscal year 2007, as well as the related reports of the BoD and the Auditor.
3. Release of the BoD and the Auditor from any compensation liability in relation to the Company 's management and financial statements of the fiscal year 2007.
4. Appointment of the Auditors for the fiscal year 2008.
5. Approval of the absorption by the Company of the industrial sector of milk production of the 100% subsidiary of the Company under the name EUROFEED S.A. according to the articles of N. 2166/93 (and without increase of the share capital) and appointment of representative for the signing of the notarial deed for the absorption of the above mentioned sector.
6. Approval of the increases of the share capital of the Company according to the decisions of the Board of Directors of the Company dated 24/08/2007, 12/09/2007, 18/09/2007 and 25/09/2007 decisions of the Board of Directors of the Company and approval of the amendment of article 5 of the Articles of Association.
7. Increase of the share capital of the Company by 26.105.191,04 Euro by capitalization of the paid in surplus and parallel increase of the nominal value of the share and amendment of article 5 of the Articles of Association.
8. Decrease of the share capital of the Company by 26.105.191,04 Euro by refunding the whole amount to the shareholders and parallel reduction of the nominal value of the share and amendment of article 5 of the Articles of Association.
9. Repeal of articles 7, 8, 10, 11, 12, 13, 14, 15, 18, 26, 27, 28, 30, 32, 33 and amendment of articles 4, 5, 6, 9, 17, 19, 20, 22, 23, 24, 25, 29, 31 and 34 of the Articles of Association for harmonization with the articles of Law 2190/1920, as in force following Law 3604/2007 and incorporation of the amendments in unified text.
10. Granting of permission, according to the first paragraph of the article 23 of the law 2190/1920, to the members of the BoD and to the company?s directors, to participate in the BoD and management of other companies, pursuing similar purposes.
11. Pre-approval of the Directors? compensation for the fiscal year 2008
12. Approval of agreements with affiliate companies of the Group.
13. Other announcements
The shareholders who wish to participate in the Annual General Assembly, must block the total or part of the shares they hold, if they are not in the Special Account - through their Operator - and receive from it the relevant Blocking Certificate of shares which they should deposit in the company (10 Ziridi Str. Marousi. tel. 210 349 4405-6), at least five (5) days prior to the date of the said General Assembly.
In case the shares are in the Special Account the shareholders shall with their statement to the Central Depository of Securities block the total or part of the shares they hold and receive from the Central Depository of Securities the relevant Blocking Certificate, which they should deposit in the company (10 Ziridi Str. Marousi. tel. 210 349400 and 3494406), at least five (5) days prior to the date of the said General Assembly.
Items on the Agenda
1. Submission and approval of the Financial Statements of the fiscal year 2007, as well as the related reports of the BoD and the Auditor.
2. Submission and approval of the Consolidated Financial Statements of the fiscal year 2007, as well as the related reports of the BoD and the Auditor.
3. Release of the BoD and the Auditor from any compensation liability in relation to the Company 's management and financial statements of the fiscal year 2007.
4. Appointment of the Auditors for the fiscal year 2008.
5. Approval of the absorption by the Company of the industrial sector of milk production of the 100% subsidiary of the Company under the name EUROFEED S.A. according to the articles of N. 2166/93 (and without increase of the share capital) and appointment of representative for the signing of the notarial deed for the absorption of the above mentioned sector.
6. Approval of the increases of the share capital of the Company according to the decisions of the Board of Directors of the Company dated 24/08/2007, 12/09/2007, 18/09/2007 and 25/09/2007 decisions of the Board of Directors of the Company and approval of the amendment of article 5 of the Articles of Association.
7. Increase of the share capital of the Company by 26.105.191,04 Euro by capitalization of the paid in surplus and parallel increase of the nominal value of the share and amendment of article 5 of the Articles of Association.
8. Decrease of the share capital of the Company by 26.105.191,04 Euro by refunding the whole amount to the shareholders and parallel reduction of the nominal value of the share and amendment of article 5 of the Articles of Association.
9. Repeal of articles 7, 8, 10, 11, 12, 13, 14, 15, 18, 26, 27, 28, 30, 32, 33 and amendment of articles 4, 5, 6, 9, 17, 19, 20, 22, 23, 24, 25, 29, 31 and 34 of the Articles of Association for harmonization with the articles of Law 2190/1920, as in force following Law 3604/2007 and incorporation of the amendments in unified text.
10. Granting of permission, according to the first paragraph of the article 23 of the law 2190/1920, to the members of the BoD and to the company?s directors, to participate in the BoD and management of other companies, pursuing similar purposes.
11. Pre-approval of the Directors? compensation for the fiscal year 2008
12. Approval of agreements with affiliate companies of the Group.
13. Other announcements
The shareholders who wish to participate in the Annual General Assembly, must block the total or part of the shares they hold, if they are not in the Special Account - through their Operator - and receive from it the relevant Blocking Certificate of shares which they should deposit in the company (10 Ziridi Str. Marousi. tel. 210 349 4405-6), at least five (5) days prior to the date of the said General Assembly.
In case the shares are in the Special Account the shareholders shall with their statement to the Central Depository of Securities block the total or part of the shares they hold and receive from the Central Depository of Securities the relevant Blocking Certificate, which they should deposit in the company (10 Ziridi Str. Marousi. tel. 210 349400 and 3494406), at least five (5) days prior to the date of the said General Assembly.