MARITIME COMPANY OF LESVOS S.A.
Extraordinary general assembly on 12.05.2008 - Resolutions
NEL LINES S.A. announces that in the shareholder's Extraordinary General Meeting, held on the 12.05.2008, 36 Shareholders participated (in person or represented by another party), representing 29.679.828 shares i.e. 20,90% of the company's Share Capital. Shareholders General Assembly discussed and decided the following seven (7) issues. Since there was not quorum, according to the Law, four (4) issues were not discussed and are not mentioned in the present document. A Repeated Extraordinary General Assembly will take place on 23.05.2008, at 10:30 pm. In case there is no quorum on 23.05.2008, a B' Repeated Extraordinary General Assembly will follow on 06.06.2008, at 10:30 pm. Both General Meetings will take place on our Company's vessel, in the port of Mytilene.
The seven (7) issues discussed during the Extraordinary General Assembly of 12.05.2008, were approved by 29.679.828 votes, i.e. 100% consensus.
Concerning Issue 1, the modification of Article No 5 of Articles of Incorporation decided, as following:
XXI. Following the 1128th /17-12-2007 resolution, Board of Directors decided to proceed with a Company's Share Capital Increase for the amount of five hundred seventy six thousand Euros (576.000, 00 euro) with the issuance of one million nine hundred twenty thousand (1.920.000) common shares with a nominal value of 0,30 Euro each, due to the stock option plan, according to the article 13 par. 13 of the Law 2190/1920. After the aforementioned, the Company's Share Capital amounts to thirty five million four hundred forty eight thousand seven hundred one Euros and ten cents (35.448.701,10 euro), divided to one hundred eighteen million one hundred sixty two thousand three hundred thirty seven common shares (118.162.337), with a nominal value of 0,30 Euro each.
Concerning Issue 2, the modification of Article No 5 of Articles of Incorporation decided, as following:
XXII. Following the 12/05/2008 resolution of the Extraordinary General Assembly of Shareholders and in accordance with the article 13a of the Law 2190/20, due to partial coverage of Share Capital increase (decided on 20/12/2007 by the Board of Directors, following the B' Repeated General Assembly proxy on 30/10/2006, and certified on 15/04/2008 by the Board of Directors), the share capital is finally increased to seven million one hundred forty nine thousand forty Euros and eighty cents (7.149.040,80 euro). After the aforementioned increase, the company's Share Capital amounts to forty two million five hundred ninety seven thousand seven hundred forty one Euros and ninety cents (42.597.741,90 euro), divided to one hundred forty one million nine hundred ninety two thousand four hundred seventy three common shares (141.992.473), with a nominal value 0,30 Euro each, totally deposited.
Concerning Issue 7, the modification of the Capital Share Increase fund disposal was decided, as following:
Loan payment amounted to Euros 1.800.000, plus interest amounted to Euros 354.450, concerning the vessel "AEOLOS KENTERIS I".
Loan payment amounted to Euros 1.108.300 ($ 1.750.000), plus interest amounted to Euros 14.675 ($ 23.171), concerning the vessel "TAXIARCHIS".
Loan payment amounted to Euros 1.125.000, plus interest amounted to Euros 7.700, which does not concern to any vessel.
C LINK FERRIES M.C. financial funding by 2,2 million Euros (i.e. 100%), via share capital increase. The funds will be used as working capital. Temporary deposits for the share capital increase are possible.
The rest of the fund will be used as working capital and for the payment of liabilities existing on the Share Capital Increase date of completion, or for the payment of liabilities created after the aforementioned Share Capital Increase date of completion. Banking interests are considered as liabilities.
Concerning Issue 8, the Company's Articles of Incorporation adaptation to the Law 3604/2007 was approved.
Concerning Issue 9, the following paragraph is added in the article 17 of the company's memorandum of association:
"Also, company's Board of Directors, as per article 20 par.3a of the law 2190/20, can proceed with meetings via telephone".
Concerning Issue 10, the following paragraph is added in the article 28 par. 1 of the company's memorandum of association:
"Also, the General Assembly can be proceeded via telephone, in compliance with the current legislation".
Concerning Issue 11, the following new paragraph is added in the article 29 of the company's memorandum of association:
"Shareholders may also participate in the voting process during the general meetings, in compliance with the current legislation".
The seven (7) issues discussed during the Extraordinary General Assembly of 12.05.2008, were approved by 29.679.828 votes, i.e. 100% consensus.
Concerning Issue 1, the modification of Article No 5 of Articles of Incorporation decided, as following:
XXI. Following the 1128th /17-12-2007 resolution, Board of Directors decided to proceed with a Company's Share Capital Increase for the amount of five hundred seventy six thousand Euros (576.000, 00 euro) with the issuance of one million nine hundred twenty thousand (1.920.000) common shares with a nominal value of 0,30 Euro each, due to the stock option plan, according to the article 13 par. 13 of the Law 2190/1920. After the aforementioned, the Company's Share Capital amounts to thirty five million four hundred forty eight thousand seven hundred one Euros and ten cents (35.448.701,10 euro), divided to one hundred eighteen million one hundred sixty two thousand three hundred thirty seven common shares (118.162.337), with a nominal value of 0,30 Euro each.
Concerning Issue 2, the modification of Article No 5 of Articles of Incorporation decided, as following:
XXII. Following the 12/05/2008 resolution of the Extraordinary General Assembly of Shareholders and in accordance with the article 13a of the Law 2190/20, due to partial coverage of Share Capital increase (decided on 20/12/2007 by the Board of Directors, following the B' Repeated General Assembly proxy on 30/10/2006, and certified on 15/04/2008 by the Board of Directors), the share capital is finally increased to seven million one hundred forty nine thousand forty Euros and eighty cents (7.149.040,80 euro). After the aforementioned increase, the company's Share Capital amounts to forty two million five hundred ninety seven thousand seven hundred forty one Euros and ninety cents (42.597.741,90 euro), divided to one hundred forty one million nine hundred ninety two thousand four hundred seventy three common shares (141.992.473), with a nominal value 0,30 Euro each, totally deposited.
Concerning Issue 7, the modification of the Capital Share Increase fund disposal was decided, as following:
Loan payment amounted to Euros 1.800.000, plus interest amounted to Euros 354.450, concerning the vessel "AEOLOS KENTERIS I".
Loan payment amounted to Euros 1.108.300 ($ 1.750.000), plus interest amounted to Euros 14.675 ($ 23.171), concerning the vessel "TAXIARCHIS".
Loan payment amounted to Euros 1.125.000, plus interest amounted to Euros 7.700, which does not concern to any vessel.
C LINK FERRIES M.C. financial funding by 2,2 million Euros (i.e. 100%), via share capital increase. The funds will be used as working capital. Temporary deposits for the share capital increase are possible.
The rest of the fund will be used as working capital and for the payment of liabilities existing on the Share Capital Increase date of completion, or for the payment of liabilities created after the aforementioned Share Capital Increase date of completion. Banking interests are considered as liabilities.
Concerning Issue 8, the Company's Articles of Incorporation adaptation to the Law 3604/2007 was approved.
Concerning Issue 9, the following paragraph is added in the article 17 of the company's memorandum of association:
"Also, company's Board of Directors, as per article 20 par.3a of the law 2190/20, can proceed with meetings via telephone".
Concerning Issue 10, the following paragraph is added in the article 28 par. 1 of the company's memorandum of association:
"Also, the General Assembly can be proceeded via telephone, in compliance with the current legislation".
Concerning Issue 11, the following new paragraph is added in the article 29 of the company's memorandum of association:
"Shareholders may also participate in the voting process during the general meetings, in compliance with the current legislation".