IASO S.A.
Announcement of the draft of amendment of Articles of Association
IASO S.A. informs the public, according to article 19 paragraph 2 law 3556/2007 that the Board of Directors at the meeting of 14/5/2008 decided to convoke the Annual General Meeting of the Shareholders on Friday June 6, 2008 at 12:00pm. Among the topics of the agenda of the General Meeting of 06/06/2008, is "the amendment of the Articles of Association".
In particular, IASO S.A. hereby announces the proposed amendments and the draft of the new Articles of Association, which will be proposed for discussion to the shareholders in the Annual General Meeting on 06/06/2008.
More specifically, the major amendments are the following :
1) Amendment of article 5 of the Articles of Association following a share capital increase by twenty eight thousands two hundred and eight Euro and thirty two cents (28.208,32), by capitalization of the part of the reserves "Share Premium Account" by increasing the nominal value of each share by 0,00064 Euro, that is from fifty three cents (0,53) to 0,53064 cents per share and then decreasing the shares' nominal value by 0,09064 cents, that is from 0,53064 cents to forty four cents (0,44) per share, by issuing, because of the above decrease, nine million seventy nine thousands and five hundred fifty three (9.079.553) new common registered shares, with nominal value of forty four cents (0,44) each. Thus, the company's share capital will amount to twenty three millions three hundred and eighty eight thousands and two hundred twenty three Euro and thirty two cents (23.388.223,32), divided into fifty three millions one hundred fifty five thousands and fifty three (53.155.053) common registered shares, of nominal value forty four cents each.
2) Deletion of the articles that are merely repeating the stipulations of the law and new numeration of the rest of the articles of association. Law 3604/2007 provides the possibility, the Articles of Association to have a more simplified form than the one before, because it is not required to repeat the clauses of the law.
3) Should a vacancy result due to a member's death, resignation or any other reason, the remaining members may continue with the managing of the company without replacing the missing member, provided that they are at least three and that their number exceeds the half of the members' number before the vacancy. In any case, the remaining Board members, as long as they are at least three, may elect new members to replace those missing. The aforementioned election concerns the remainder of the term of office of the member being replaced and should be published according to the provisions of the Law and announced to the following General Meeting by the Board of Members. The following General Meeting may replace the elected members, even if the replacement is not referred among the subjects of the Meeting's Agenda. In any case, the remaining members of the Board of Directors, irrespective of their number, may call a Shareholders Meeting with exclusive subject the election of a new Board of Directors (article 6 of draft of Articles of Association).
4) The Board of Directors meets at the company?s offices whenever the company needs require it after invitation by the Chairman of the Board of Directors without obligation to hold a meeting every month (article 8 of Articles of the Association)
5) The Board of Directors meeting is being facilitated as it may also be conducted by teleconference (article 8 of Articles of Association).
6) An exception is inserted regarding the prohibition of the competition established for the Board members and the corporate managers. Board members, who participate in any way at the management of the company as well as corporate managers, may, by exception to the prohibition a) participate at the Board of directors meeting and the management of affiliated companies according to article 42a of C.L. 2190/ 1920 and b) provide services or participate at the Board of Directors or at the management of the companies or participate as a partner or shareholder in companies that provide services of first degree care of health as the private doctor's office and health centers, the private diagnostic laboratories and the private laboratories of natural medicine and re-establishment. (article 9 of draft of Articles of Association).
7) The Board of Directors may be granted by the General Meeting of the Company's shareholders with the power to decide about the price of the new shares issued after the increase of the share capital (article 9 of the draft of Articles of Association).
8) The possibility of the General Meetings to be held elsewhere from the company's offices in another place inside the county of Attica is inserted (article 4 par. 4 of the draft of Articles of Association).
9) It is inserted the possibility for the shareholders to participate by distance and the possibility of conducting the General Meetings by teleconference, according to the provisions of the applicable legislation (article 10 par. 2 of the draft of Articles of Association)
Draft of the Articles of Association of the company, after the amendments that are proposed for discussion in the Annual General Meeting of the shareholders can be found in the company's website (www.iaso.gr), and in the website of Athens Exchange S.A. (www.ase.gr)
In particular, IASO S.A. hereby announces the proposed amendments and the draft of the new Articles of Association, which will be proposed for discussion to the shareholders in the Annual General Meeting on 06/06/2008.
More specifically, the major amendments are the following :
1) Amendment of article 5 of the Articles of Association following a share capital increase by twenty eight thousands two hundred and eight Euro and thirty two cents (28.208,32), by capitalization of the part of the reserves "Share Premium Account" by increasing the nominal value of each share by 0,00064 Euro, that is from fifty three cents (0,53) to 0,53064 cents per share and then decreasing the shares' nominal value by 0,09064 cents, that is from 0,53064 cents to forty four cents (0,44) per share, by issuing, because of the above decrease, nine million seventy nine thousands and five hundred fifty three (9.079.553) new common registered shares, with nominal value of forty four cents (0,44) each. Thus, the company's share capital will amount to twenty three millions three hundred and eighty eight thousands and two hundred twenty three Euro and thirty two cents (23.388.223,32), divided into fifty three millions one hundred fifty five thousands and fifty three (53.155.053) common registered shares, of nominal value forty four cents each.
2) Deletion of the articles that are merely repeating the stipulations of the law and new numeration of the rest of the articles of association. Law 3604/2007 provides the possibility, the Articles of Association to have a more simplified form than the one before, because it is not required to repeat the clauses of the law.
3) Should a vacancy result due to a member's death, resignation or any other reason, the remaining members may continue with the managing of the company without replacing the missing member, provided that they are at least three and that their number exceeds the half of the members' number before the vacancy. In any case, the remaining Board members, as long as they are at least three, may elect new members to replace those missing. The aforementioned election concerns the remainder of the term of office of the member being replaced and should be published according to the provisions of the Law and announced to the following General Meeting by the Board of Members. The following General Meeting may replace the elected members, even if the replacement is not referred among the subjects of the Meeting's Agenda. In any case, the remaining members of the Board of Directors, irrespective of their number, may call a Shareholders Meeting with exclusive subject the election of a new Board of Directors (article 6 of draft of Articles of Association).
4) The Board of Directors meets at the company?s offices whenever the company needs require it after invitation by the Chairman of the Board of Directors without obligation to hold a meeting every month (article 8 of Articles of the Association)
5) The Board of Directors meeting is being facilitated as it may also be conducted by teleconference (article 8 of Articles of Association).
6) An exception is inserted regarding the prohibition of the competition established for the Board members and the corporate managers. Board members, who participate in any way at the management of the company as well as corporate managers, may, by exception to the prohibition a) participate at the Board of directors meeting and the management of affiliated companies according to article 42a of C.L. 2190/ 1920 and b) provide services or participate at the Board of Directors or at the management of the companies or participate as a partner or shareholder in companies that provide services of first degree care of health as the private doctor's office and health centers, the private diagnostic laboratories and the private laboratories of natural medicine and re-establishment. (article 9 of draft of Articles of Association).
7) The Board of Directors may be granted by the General Meeting of the Company's shareholders with the power to decide about the price of the new shares issued after the increase of the share capital (article 9 of the draft of Articles of Association).
8) The possibility of the General Meetings to be held elsewhere from the company's offices in another place inside the county of Attica is inserted (article 4 par. 4 of the draft of Articles of Association).
9) It is inserted the possibility for the shareholders to participate by distance and the possibility of conducting the General Meetings by teleconference, according to the provisions of the applicable legislation (article 10 par. 2 of the draft of Articles of Association)
Draft of the Articles of Association of the company, after the amendments that are proposed for discussion in the Annual General Meeting of the shareholders can be found in the company's website (www.iaso.gr), and in the website of Athens Exchange S.A. (www.ase.gr)