SINGULARLOGIC S.A.
A' Repeated Ordinary General Meeting Resolutions
"SINGULARLOGIC INFORMATION SYSTEMS AND APPLICATIONS SA" with the distinctive title "SingularLogic SA" (hereinafter "Company") announces that 18 shareholders attended the A' Repeated Ordinary General Shareholders Meeting that took place on 22.05.2008 at 09:30 am, representing 23.143.488 shares in total of 43.524.010 shares, i.e. percentage 53,20%.
The A' Repeated Ordinary General Shareholders Meeting decided the following:
1.Approved and validated the resolution of the 22.5.2008 BoD meeting, regarding the change of raised funds use timeline from the share capital increase decided by the Extraordinary General Meeting on 18.09.2006 as their use was amended by the A' Repeated Ordinary General Shareholders Meeting on 16.05.2007, which validated the resolution of the 16.05.2007 BoD meeting. More particularly an amount of 11.239.214 euros, which was not disbursed during the year 2007, will be disbursed for the same purposes they were initially intended until 31.12.2008. Moreover, an amount of 500.000 euros which was forecasted for Business launching in new markets and high technology sectors during the A' Semester of 2008 and an amount 4.410.000 euros which was forecasted for geographical expansion of activities during the A' Semester 2008, will be used during the B' Semester of 2008.
2.Approved the amendment of the clauses of the Stock Options Plan Program for the acquisition of stock by the Company's Executives, the Company's personnel and other related Companies (article 13 C.L.2190/1920), decided by the B' Repeated General Assembly of the Company on 26.05.2006 and was amended by the decision of the B' Repeated Extraordinary General Assembly of the Company on 18.09.2006 and grant of authorization to the Board of Directors for the settlement of procedural issued and details. More specifically:
[Ι] Grant of authorization to the Board of Director to amend - abbreviate the 5 year duration of the Stock Option Program in order for the BoD to: (a) use all the undisbursed Stock Options in total, in either of the occasions below:
(1) existence of a public offer for the total amount of the Company's stock, with the intention of delisting the stock from the ASE, taking special resolution for their disbursement, defining the time of exercising the option rights, or
(2) resolution of the Board of Directors for the merger of the Company by absorption from another company, taking special resolution for their disbursement, defining the time of exercising the option rights.
(b) amend previous decisions that allocated stock options, by either abbreviating or extending the time of exercise of disbursed but not exercised option rights, only if the described under occasions (1) and (2) occurs, by defining the time of exercise.
[ΙΙ]. With the reservation of the above authorization, grant to the Board Of Directors the ability to redefine the time period of option right disbursement, which must be no less than (3) three months and no more than (1) one year.
[ΙΙΙ]. As for the remaining Stock Option Plan terms, the resolutions of General Assemblies on 26.05.2006 and 18.09.2006 apply.
3.Approved the amendment of the clauses of the Stock Options Plan Program for the acquisition of stock by the Company's Executives, the Company's personnel and other related Companies (article 13 C.L.2190/1920), decided by the A' Repeated General Assembly of the Company on 16.05.2007 and grant of authorization to the Board of Directors for the settlement of procedural issued and details. More specifically:
[Ι] Grant of authorization to the Board of Director to amend-abbreviate the 5 year duration of the Stock Option Program in order for the BoD to: (a) use all the undisbursed Stock Options in total, in either of the occasions below:
(1) existence of a public offer for the total amount of the Company's stock, with the intention of delisting the stock from the ASE, taking special resolution for their disbursement, defining the time of exercising the option rights, or
(2) resolution of the Board of Directors for the merger of the Company by absorption from another company, taking special resolution for their disbursement, defining the time of exercising the option rights.
(b) amend previous decisions that allocated stock options, by either abbreviating or extending the time of exercise of disbursed but not exercised option rights, only if the described under occasions (1) and (2) occurs, by defining the time of exercise.
[ΙΙ]. With the reservation of the above authorization, grant to the Board Of Directors the ability to redefine the time period of option right disbursement, which must be no less than (3) three months and no more than (1) one year.
[ΙΙΙ]. As for the remaining Stock Option Plan terms, the resolutions of the General Assembly on 16.05.2007 apply.
The A' Repeated Ordinary General Shareholders Meeting decided the following:
1.Approved and validated the resolution of the 22.5.2008 BoD meeting, regarding the change of raised funds use timeline from the share capital increase decided by the Extraordinary General Meeting on 18.09.2006 as their use was amended by the A' Repeated Ordinary General Shareholders Meeting on 16.05.2007, which validated the resolution of the 16.05.2007 BoD meeting. More particularly an amount of 11.239.214 euros, which was not disbursed during the year 2007, will be disbursed for the same purposes they were initially intended until 31.12.2008. Moreover, an amount of 500.000 euros which was forecasted for Business launching in new markets and high technology sectors during the A' Semester of 2008 and an amount 4.410.000 euros which was forecasted for geographical expansion of activities during the A' Semester 2008, will be used during the B' Semester of 2008.
2.Approved the amendment of the clauses of the Stock Options Plan Program for the acquisition of stock by the Company's Executives, the Company's personnel and other related Companies (article 13 C.L.2190/1920), decided by the B' Repeated General Assembly of the Company on 26.05.2006 and was amended by the decision of the B' Repeated Extraordinary General Assembly of the Company on 18.09.2006 and grant of authorization to the Board of Directors for the settlement of procedural issued and details. More specifically:
[Ι] Grant of authorization to the Board of Director to amend - abbreviate the 5 year duration of the Stock Option Program in order for the BoD to: (a) use all the undisbursed Stock Options in total, in either of the occasions below:
(1) existence of a public offer for the total amount of the Company's stock, with the intention of delisting the stock from the ASE, taking special resolution for their disbursement, defining the time of exercising the option rights, or
(2) resolution of the Board of Directors for the merger of the Company by absorption from another company, taking special resolution for their disbursement, defining the time of exercising the option rights.
(b) amend previous decisions that allocated stock options, by either abbreviating or extending the time of exercise of disbursed but not exercised option rights, only if the described under occasions (1) and (2) occurs, by defining the time of exercise.
[ΙΙ]. With the reservation of the above authorization, grant to the Board Of Directors the ability to redefine the time period of option right disbursement, which must be no less than (3) three months and no more than (1) one year.
[ΙΙΙ]. As for the remaining Stock Option Plan terms, the resolutions of General Assemblies on 26.05.2006 and 18.09.2006 apply.
3.Approved the amendment of the clauses of the Stock Options Plan Program for the acquisition of stock by the Company's Executives, the Company's personnel and other related Companies (article 13 C.L.2190/1920), decided by the A' Repeated General Assembly of the Company on 16.05.2007 and grant of authorization to the Board of Directors for the settlement of procedural issued and details. More specifically:
[Ι] Grant of authorization to the Board of Director to amend-abbreviate the 5 year duration of the Stock Option Program in order for the BoD to: (a) use all the undisbursed Stock Options in total, in either of the occasions below:
(1) existence of a public offer for the total amount of the Company's stock, with the intention of delisting the stock from the ASE, taking special resolution for their disbursement, defining the time of exercising the option rights, or
(2) resolution of the Board of Directors for the merger of the Company by absorption from another company, taking special resolution for their disbursement, defining the time of exercising the option rights.
(b) amend previous decisions that allocated stock options, by either abbreviating or extending the time of exercise of disbursed but not exercised option rights, only if the described under occasions (1) and (2) occurs, by defining the time of exercise.
[ΙΙ]. With the reservation of the above authorization, grant to the Board Of Directors the ability to redefine the time period of option right disbursement, which must be no less than (3) three months and no more than (1) one year.
[ΙΙΙ]. As for the remaining Stock Option Plan terms, the resolutions of the General Assembly on 16.05.2007 apply.