NIREUS S.A.
Invitation to extraordinary general meeting of shareholders
NIREUS AQUACULTURE S.A.
REGISTERED OFFICE: Koropi, Attika - REG No.: 16399/06/Β/88/18
INVITATION
TO EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF NIREUS S.A.
In compliance with the Law and the Company's Articles of Association and following a decision of the Board of Directors, NIREUS SA invites its shareholders to an Extraordinary General Meeting. The meeting will take place at the Company's headquarters in Koropi, 1st km Koropiou - Varis Avenue and Dimokritou Street on Thursday, the 28th of August 2008 at 15.00 p.m. and will have the following agenda:
Agenda
1. Approval of the 27.06.2008 Draft Merger Agreement by absorption of Kego SA by Nireus SA after reading all relevant reports required by law.
2. Increase of the share capital of the company by: a. the amount of 6,234,405 euro (the share capital of the Absorbed company 8,670,000 euro minus the amount of 2,435,595 euro that corresponds to the shares of the Absorbed that are owed by the Absorbing) and b. the amount of 362,941.66 euro that corresponds to the capitalization of reserves of the Absorbed - a concurrent decrease in the nominal value from 1.52euro per share to 1.34 euro per share - amendment of the article 5 of the Articles of the Association to incorporate the aforementioned Share Capital increase.
3. Approval of the all the hitherto acts, actions and statements of the Board of Directors, the additions and proxies for the merge by absorption of the company with Kego SA
4. Designate the person authorized to sign the merger deed, as well as all other legal documents and in general to undertake all the requisite actions for the consummation of the merge between Nireus and Kego.
5. Grant of irrevocable mandate and authorization to the Board of Directors of the Company to settle all matters relating to the granting of permits and approvals from the Hellenic Capital Markets Commission and the Athens Exchange, the preparation and publication of the Prospectus for the merge by absorption with KEGO, the settlement of fractional rights and other stock issues for the listing and commencement of trading of the new shares resulting from the merge, any other related matters.
6. Amendment of Article 3 (Business Scope) of the company's Articles of Association.
7. Sundry decisions and announcements.
According to the Law and the Articles of Association of the Company, shareholders who wish to participate in the General Assembly must, through their Operator in the Dematerialised Securities System, block all or part of the shares they hold and submit to the Company the relevant share-blocking certificate together with any representation documents five (5) full days prior to the General Assembly. In case of absence of an Operator or if the shares are deposited in a Special Account, the share-blocking certificate shall be produced by the Hellenic Exchanges Holding S.A (Company Announcements Dept. & Shareholders Service, Ms. M. Kotsovou, tel. +30 210 6698 335, +30 210 66 98 373).
If the required quorum for some or all items of the agenda is not achieved, the Shareholders are hereby invited to attend:
The 1st Iterative Extraordinary General Meeting to be held on Monday, September 8, 2008, at 15 p.m., at the Company's headquarters in Koropi, 1st km Koropiou - Varis Ave. and Dimokritou Str. and/or
The 2nd Iterative Extraordinary General Meeting, to be held on Friday, September 19, 2008, at 15:00 p.m., at the Company's headquarters in Koropi, 1st km Koropiou - Varis Ave. and Dimokritou Str.
REGISTERED OFFICE: Koropi, Attika - REG No.: 16399/06/Β/88/18
INVITATION
TO EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF NIREUS S.A.
In compliance with the Law and the Company's Articles of Association and following a decision of the Board of Directors, NIREUS SA invites its shareholders to an Extraordinary General Meeting. The meeting will take place at the Company's headquarters in Koropi, 1st km Koropiou - Varis Avenue and Dimokritou Street on Thursday, the 28th of August 2008 at 15.00 p.m. and will have the following agenda:
Agenda
1. Approval of the 27.06.2008 Draft Merger Agreement by absorption of Kego SA by Nireus SA after reading all relevant reports required by law.
2. Increase of the share capital of the company by: a. the amount of 6,234,405 euro (the share capital of the Absorbed company 8,670,000 euro minus the amount of 2,435,595 euro that corresponds to the shares of the Absorbed that are owed by the Absorbing) and b. the amount of 362,941.66 euro that corresponds to the capitalization of reserves of the Absorbed - a concurrent decrease in the nominal value from 1.52euro per share to 1.34 euro per share - amendment of the article 5 of the Articles of the Association to incorporate the aforementioned Share Capital increase.
3. Approval of the all the hitherto acts, actions and statements of the Board of Directors, the additions and proxies for the merge by absorption of the company with Kego SA
4. Designate the person authorized to sign the merger deed, as well as all other legal documents and in general to undertake all the requisite actions for the consummation of the merge between Nireus and Kego.
5. Grant of irrevocable mandate and authorization to the Board of Directors of the Company to settle all matters relating to the granting of permits and approvals from the Hellenic Capital Markets Commission and the Athens Exchange, the preparation and publication of the Prospectus for the merge by absorption with KEGO, the settlement of fractional rights and other stock issues for the listing and commencement of trading of the new shares resulting from the merge, any other related matters.
6. Amendment of Article 3 (Business Scope) of the company's Articles of Association.
7. Sundry decisions and announcements.
According to the Law and the Articles of Association of the Company, shareholders who wish to participate in the General Assembly must, through their Operator in the Dematerialised Securities System, block all or part of the shares they hold and submit to the Company the relevant share-blocking certificate together with any representation documents five (5) full days prior to the General Assembly. In case of absence of an Operator or if the shares are deposited in a Special Account, the share-blocking certificate shall be produced by the Hellenic Exchanges Holding S.A (Company Announcements Dept. & Shareholders Service, Ms. M. Kotsovou, tel. +30 210 6698 335, +30 210 66 98 373).
If the required quorum for some or all items of the agenda is not achieved, the Shareholders are hereby invited to attend:
The 1st Iterative Extraordinary General Meeting to be held on Monday, September 8, 2008, at 15 p.m., at the Company's headquarters in Koropi, 1st km Koropiou - Varis Ave. and Dimokritou Str. and/or
The 2nd Iterative Extraordinary General Meeting, to be held on Friday, September 19, 2008, at 15:00 p.m., at the Company's headquarters in Koropi, 1st km Koropiou - Varis Ave. and Dimokritou Str.