MICHANIKI S.A.
Announcement of the decisions of the Shareholders' Ordinary General Meeting of 25.06.2008.
MICHANIKI SA announces, pursuant to article 278 of the Athens Stock Exchange Regulation, that the Shareholders' Ordinary General Meeting held on the 25th June 2008, on Wednesday, at 14:00, at the Company's head offices in the Municipality of Marousi, Attica (91 Megalou Alexandrou and 25 Martiou Str.) in the presence and representation of 51 natural and legal persons, representing 20.561.993 ordinary registered shares with voting rights, on a total of 66,937,526 ordinary shares with voting right and, consequently, with a 30,72 % quorum of the paid share capital distributed in registered shares, decided on the following items of the agenda: 1st, 2nd, 3rd, 4th, 5th, 6th, 7th, 8th, 9th and 10th with the majority written below.
More specifically, the General Meeting after discussing took the following decisions:
1st Item: Submission and approval of the Consolidated Financial Statements of the fiscal year from January 1, 2007 to December 31, 2007, with the relevant reports of the Board of Directors and the chartered accountants. Approval of profit appropriation. The approval of the reports of the Board of Directors and chartered accountants as well as the appropriation of the profits with a euro 0.16 dividend distribution per share (ordinary and preference) after abstracting the corresponding income tax (net dividend) were decided with 20.561.993 votes, that is with a 100 % majority of the represented votes. Shareholders on record at the end of the Athens Stock Exchange's trading session on Thursday, June 26, 2008 are entitled to such dividend. As of Friday, June 27, 2008 the shares of the Company will be traded on the Athens Stock Exchange ex dividend. The payment of the dividend is to commence on July 7, 2008. The dividend shall be paid pursuant to the procedure determined by articles 329 of the Regulation of the Athens Stock Exchange and 39 of the Regulation of the HELLENIC EXCHANGES SA HOLDINGS (former CENTRAL SECURITIES DEPOSITORY SA). The dividend will be increased with the dividend corresponding to the own shares of the Company, that is euro 0.001 per share, registered and preference, and, consequently, the total amount to be collected by the shareholders comes up to euro 0.161 per share. EFG EUROBANK ERGASIAS has been defined as the Reimbursing Bank that shall pay the dividend as follows: A) through the operators of beneficiary shareholders? Account at the Dematerialized Security System (DSS) (Custodians, Stock Broking House), provided they have declared that they have the right of collection; B) directly to the shareholders, through the EFG EUROBANK ERGASIAS network of branches upon presentation of a) the Account at the DSS, when the shareholders keep their shares' portfolio at the HELLENIC EXCHANGES SA HOLDINGS (former CENTRAL SECURITIES DEPOSITORY SA) or have not given or have revoked the proxy to an operator for the collection of the dividend and b) their identity card, their Tax Identification Number (TIN) and the competent Tax Office. The dividend can be collected by a third party provided that apart from the aforementioned the following are presented: power of attorney with all the data of the beneficiary and the authenticity of the signature of the person providing the attorney attested by police or other competent authority. For the shareholders that their dividends cannot be paid through their operators, according to case (A), the dividend can be collected in person via the branch network of the Reimbursing Bank as of July 7,2008, according to case (B). After a five-year period, the dividend is prescribed in favor of the Greek State. For further information, shareholders may contact the Company's Shareholders' Office (91 Megalou Alexandrou and 25 Martiou Str., 151 24 Marousi, Attica, tel: 210 80 97 100, fax 210 61 43 359).
2nd Item: Release of the members of the Board of Directors and of the chartered accountants from any responsibility for compensation concerning the activities, the management and the annual financial statements of the fiscal year from 01.01.2007 to 31.12.2007. The release of the members of the Board of Directors and the chartered accountants from any responsibility for compensation for the fiscal year 2007 was decided with 20.503.053 votes, that is with a 99,93 % majority of the represented votes. Please note that pursuant to the law, there was no participation in the voting of 58.940 shares, that is a percentage of 0,29% of the represented in the meeting votes, which, after a relevant proxy of the shareholders, were represented in the General Meeting by members of the Board of Directors.
3rd Item: Approval of the financial data (balance sheet) of the change of 31.10.2007 of the public limited company MICHANIKI REAL ESTATE DEVELOPMENT SA (MICHANIKI ANAPTIXIAKI AKINITON KTIMATIKI SA) with the trade name MICHANIKI REAL ESTATE SA (Public Limited Company No 43695/01ΑΤ/Β/99/294), which merged with MICHANIKI SA (Government Gazette, Public Limited Companies and Limited Liability Companies Issue 3/02.01.2008). The approval of the financial data (balance sheet) of 31.10.2007 of the public limited company MICHANIKI REAL ESTATE DEVELOPMENT SA (MICHANIKI ANAPTIXIAKI AKINITON KTIMATIKI SA) with the trade name MICHANIKI REAL ESTATE SA (Public Limited Company No 43695/01ΑΤ/Β/99/294), which merged with MICHANIKI SA, was decided with 20.501.173 votes, that is a 99,70 % majority of the represented votes.
4th Item: Release of the members of the Board of Directors of the public limited company MICHANIKI REAL ESTATE DEVELOPMENT SA (MICHANIKI ANAPTIXIAKI AKINITON KTIMATIKI SA) with the trade name MICHANIKI REAL ESTATE SA which merged with MICHANIKI SA (Government Gazette, Public Limited Companies and Limited Liability Companies Issue 3/02.01.2008) from any responsibility for compensation concerning the fiscal period from 01.01.2007 to 31.10.2007. The release of the members of the Board of Directors of the public limited company MICHANIKI REAL ESTATE DEVELOPMENT SA (MICHANIKI ANAPTIXIAKI AKINITON KTIMATIKI SA) with the trade name MICHANIKI REAL ESTATE SA which merged with MICHANIKI SA (Government Gazette, Public Limited Companies and Limited Liability Companies Issue 3/02.01.2008) from any responsibility for compensation concerning the fiscal period from 01.01.2007 to 31.10.2007 was decided with 20.503.053 votes, that is a 99,93 % majority of the represented votes. Please note that pursuant to the law, there was no participation in the voting of 58.940 shares, that is a percentage of 0,29% of the represented in the meeting votes, which, after a relevant proxy of the shareholders, were represented in the General Meeting by members of the Board of Directors.
5th Item: Approval of the remuneration of the Chartered Accountants for the fiscal year of 2007 The payment of the remuneration amounting to euro 41,874.00 plus VAT to the company of chartered accountants with the name ASSOCIATED CERTIFIED PUBLIC ACCOUNTANTS, with Mr. Georgios Skampavirias, father's name Athanasios, as a regular chartered accountant and Mr. Dimitrios Chaidos, father's name Agamemnon, as a substitute, for the fiscal year of 2007 was approved with 20.561.993 votes, that is a 100 % majority of the represented votes.
6th Item: Approval of the payments to the members of the Board of Directors. The payment of the total amount of euro 2,000,000.00 to the members of the Board of Directors for their participation in it was approved with 13.636.993 votes, that is a 100 % majority of the shareholders who took part at the voting. There was an abstention of 6.925.000 votes.
7th Item: Appointment of a regular and a substitute Chartered Accountant for the fiscal year of 2008 and determination of the remuneration It was decided with 20.561.993 votes, that is a 100 % majority of the represented votes, that the company of chartered accountants with the name ASSOCIATED CERTIFIED PUBLIC ACCOUNTANTS, with Mr. Georgios Skampavirias, father's name Athanasios, as a regular chartered accountant and Mr. Dimitrios Chaidos, father's name Agamemnon, as a substitute, shall be appointed for the auditing of the financial statements of the Company and the Consolidated Financial Statements of the Group, the half-yearly financial statements of the Company and the Group and drawn capital certificates of use during the fiscal year of 2008 and their remuneration for this audit shall be euro 43,868.00 plus VAT.
8th Item: Announcement and ratification of appointment of the new member of the Board of Directors in replacement of a retiring one (independent non executive member) and determination of the competencies of the new member as an independent non executive member The appointment of Dimitrios Petrotos, father's name Georgios, merchant, living in Larissa, as a member of the Board of Directors in replacement of the independent non executive member Georgios Kalinoglou, father?s name Nikolaos, was announced and ratified by the General Meeting with 20.561.993 votes, that is a 100 % majority of the represented votes, and his capacity as an independent non executive member was determined.
9th Item: Increase of the share capital of the Company by the amount of euro 5,574,390.78 in total with capitalization of the following reserves: a) the total of the difference from the revaluation of the real estate value, pursuant to the provisions of L.2065/1992, of the reserve 'Differences from revaluation of other assets' included in the account 'Profit or Loss brought forward', of the published financial statements on the basis of the International Accounting Standards, amounting to euro 5,312,878.76; b) the taxed reserve 'Taxed Reserves (article 7, L.2579/1998)' amounting to euro 205,022.92 and c) part of the taxed reserve 'Reserve from own shares dividends of 2006', amounting to euro 56,489.10 with an increase of the nominal value of each share, registered and preference, from euro 1.48 to euro 1.54, without a change in the number (quantity) of the shares. Amendment of articles 5 and 27 of the Memorandum of Association on share capital in order to register the aforementioned increase. The following were decided with 20.561.993 votes, that is a 100 % majority of the represented votes: an increase of the share capital of the Company by the amount of euro 5,574,390.78 in total with capitalization of the following reserves: a) the total of the difference from the revaluation of the real estate value, pursuant to the provisions of L.2065/1992, of the reserve 'Differences from revaluation of other assets' included in the account 'Profit or Loss brought forward', of the published financial statements on the basis of the International Accounting Standards, amounting to euro 5,312,878.76; b) the taxed reserve 'Taxed Reserves (article 7, L.2579/1998)' amounting to euro 205,022.92 and c) part of the taxed reserve 'Reserve from own shares dividends of 2006', amounting to euro 56,489.10 with an increase of the nominal value of each share, registered and preference, from euro 1.48 to euro 1.54, without a change in the number (quantity) of the shares. The amendment of articles 5 and 27 of the Memorandum of Association on share capital in order to register the aforementioned increase was also decided. After the aforementioned decided increase, the share capital of the Company comes up to a hundred forty three million seventy six thousand and thirty Euros and two cents (euro 143,076,030.02) and is divided into ninety two million nine hundred six thousand five hundred and thirteen (euro 92,906,513) registered shares, of nominal value of one Euro and fifty four cents (euro 1.54) each and more specifically in a) sixty six million nine hundred thirty seven five hundred and twenty six (66,937,526) ordinary registered shares with voting rights, with nominal value of one Euro and fifty four cents (euro 1.54) each and b) twenty five million nine hundred sixty eight thousand nine hundred and eight seven (25,968,987) preference registered shares without voting rights and non convertible, of nominal value of one Euro and fifty four cents (euro 1.54) each.
10th Item: Harmonization of the Memorandum of Association of the Company with the provisions of the codified law 2190/1920, as enforced, with the amendment of articles and, more specifically, articles 6,8,10,11,12,13,16,17,19,22,23,24,25,26 and 28, adjustment, completion, abolition, transfer and renumbering of articles and their paragraphs, verbal adjustment, change of the Memorandum of Association into a single text and its codification The harmonization of the Memorandum of Association of the Company with the provisions of the codified law 2190/1920, as enforced after its amendment by L.3604/2007, with the amendment, adjustment, completion, abolition, transfer and renumbering of articles and their paragraphs, verbal adjustment, change of the Memorandum of Association into a single text and its codification was decided with 16.625.993 votes, that is with a 100 % majority of the shareholders who took part at the voting. There was an abstention of 3.935.000 votes.
The discussion and decision making on the 11th item (provision to the Board of Directors for a five-year-period of the power a) to increase the share capital of the Company pursuant to article 13 §1b, codified law 2190/1920, as enforced, and b) to take decisions on the issuance of debenture loans with convertible bonds, pursuant to article 3a §1b, codified law 2190/1920, as enforced) was postponed, due to the lack of the required by the law and the Memorandum of Association of an increased quorum of the 2/3 of the paid up share capital. The discussion and decision making on the aforementioned 11th item will be conducted during the 1st Repeat General Meeting of the shareholders which, according to the decision of the Board of Directors dated May 29, 2008, and the invitation already published, will take place on July 9, 2008, on Wednesday, at 14:00, at the Company's head offices at the Municipality of Marousi, Attica, (91 Megalou Alexandrou and 25 Martiou Str., ground floor, Meeting Hall) without any other invitation being published.
More specifically, the General Meeting after discussing took the following decisions:
1st Item: Submission and approval of the Consolidated Financial Statements of the fiscal year from January 1, 2007 to December 31, 2007, with the relevant reports of the Board of Directors and the chartered accountants. Approval of profit appropriation. The approval of the reports of the Board of Directors and chartered accountants as well as the appropriation of the profits with a euro 0.16 dividend distribution per share (ordinary and preference) after abstracting the corresponding income tax (net dividend) were decided with 20.561.993 votes, that is with a 100 % majority of the represented votes. Shareholders on record at the end of the Athens Stock Exchange's trading session on Thursday, June 26, 2008 are entitled to such dividend. As of Friday, June 27, 2008 the shares of the Company will be traded on the Athens Stock Exchange ex dividend. The payment of the dividend is to commence on July 7, 2008. The dividend shall be paid pursuant to the procedure determined by articles 329 of the Regulation of the Athens Stock Exchange and 39 of the Regulation of the HELLENIC EXCHANGES SA HOLDINGS (former CENTRAL SECURITIES DEPOSITORY SA). The dividend will be increased with the dividend corresponding to the own shares of the Company, that is euro 0.001 per share, registered and preference, and, consequently, the total amount to be collected by the shareholders comes up to euro 0.161 per share. EFG EUROBANK ERGASIAS has been defined as the Reimbursing Bank that shall pay the dividend as follows: A) through the operators of beneficiary shareholders? Account at the Dematerialized Security System (DSS) (Custodians, Stock Broking House), provided they have declared that they have the right of collection; B) directly to the shareholders, through the EFG EUROBANK ERGASIAS network of branches upon presentation of a) the Account at the DSS, when the shareholders keep their shares' portfolio at the HELLENIC EXCHANGES SA HOLDINGS (former CENTRAL SECURITIES DEPOSITORY SA) or have not given or have revoked the proxy to an operator for the collection of the dividend and b) their identity card, their Tax Identification Number (TIN) and the competent Tax Office. The dividend can be collected by a third party provided that apart from the aforementioned the following are presented: power of attorney with all the data of the beneficiary and the authenticity of the signature of the person providing the attorney attested by police or other competent authority. For the shareholders that their dividends cannot be paid through their operators, according to case (A), the dividend can be collected in person via the branch network of the Reimbursing Bank as of July 7,2008, according to case (B). After a five-year period, the dividend is prescribed in favor of the Greek State. For further information, shareholders may contact the Company's Shareholders' Office (91 Megalou Alexandrou and 25 Martiou Str., 151 24 Marousi, Attica, tel: 210 80 97 100, fax 210 61 43 359).
2nd Item: Release of the members of the Board of Directors and of the chartered accountants from any responsibility for compensation concerning the activities, the management and the annual financial statements of the fiscal year from 01.01.2007 to 31.12.2007. The release of the members of the Board of Directors and the chartered accountants from any responsibility for compensation for the fiscal year 2007 was decided with 20.503.053 votes, that is with a 99,93 % majority of the represented votes. Please note that pursuant to the law, there was no participation in the voting of 58.940 shares, that is a percentage of 0,29% of the represented in the meeting votes, which, after a relevant proxy of the shareholders, were represented in the General Meeting by members of the Board of Directors.
3rd Item: Approval of the financial data (balance sheet) of the change of 31.10.2007 of the public limited company MICHANIKI REAL ESTATE DEVELOPMENT SA (MICHANIKI ANAPTIXIAKI AKINITON KTIMATIKI SA) with the trade name MICHANIKI REAL ESTATE SA (Public Limited Company No 43695/01ΑΤ/Β/99/294), which merged with MICHANIKI SA (Government Gazette, Public Limited Companies and Limited Liability Companies Issue 3/02.01.2008). The approval of the financial data (balance sheet) of 31.10.2007 of the public limited company MICHANIKI REAL ESTATE DEVELOPMENT SA (MICHANIKI ANAPTIXIAKI AKINITON KTIMATIKI SA) with the trade name MICHANIKI REAL ESTATE SA (Public Limited Company No 43695/01ΑΤ/Β/99/294), which merged with MICHANIKI SA, was decided with 20.501.173 votes, that is a 99,70 % majority of the represented votes.
4th Item: Release of the members of the Board of Directors of the public limited company MICHANIKI REAL ESTATE DEVELOPMENT SA (MICHANIKI ANAPTIXIAKI AKINITON KTIMATIKI SA) with the trade name MICHANIKI REAL ESTATE SA which merged with MICHANIKI SA (Government Gazette, Public Limited Companies and Limited Liability Companies Issue 3/02.01.2008) from any responsibility for compensation concerning the fiscal period from 01.01.2007 to 31.10.2007. The release of the members of the Board of Directors of the public limited company MICHANIKI REAL ESTATE DEVELOPMENT SA (MICHANIKI ANAPTIXIAKI AKINITON KTIMATIKI SA) with the trade name MICHANIKI REAL ESTATE SA which merged with MICHANIKI SA (Government Gazette, Public Limited Companies and Limited Liability Companies Issue 3/02.01.2008) from any responsibility for compensation concerning the fiscal period from 01.01.2007 to 31.10.2007 was decided with 20.503.053 votes, that is a 99,93 % majority of the represented votes. Please note that pursuant to the law, there was no participation in the voting of 58.940 shares, that is a percentage of 0,29% of the represented in the meeting votes, which, after a relevant proxy of the shareholders, were represented in the General Meeting by members of the Board of Directors.
5th Item: Approval of the remuneration of the Chartered Accountants for the fiscal year of 2007 The payment of the remuneration amounting to euro 41,874.00 plus VAT to the company of chartered accountants with the name ASSOCIATED CERTIFIED PUBLIC ACCOUNTANTS, with Mr. Georgios Skampavirias, father's name Athanasios, as a regular chartered accountant and Mr. Dimitrios Chaidos, father's name Agamemnon, as a substitute, for the fiscal year of 2007 was approved with 20.561.993 votes, that is a 100 % majority of the represented votes.
6th Item: Approval of the payments to the members of the Board of Directors. The payment of the total amount of euro 2,000,000.00 to the members of the Board of Directors for their participation in it was approved with 13.636.993 votes, that is a 100 % majority of the shareholders who took part at the voting. There was an abstention of 6.925.000 votes.
7th Item: Appointment of a regular and a substitute Chartered Accountant for the fiscal year of 2008 and determination of the remuneration It was decided with 20.561.993 votes, that is a 100 % majority of the represented votes, that the company of chartered accountants with the name ASSOCIATED CERTIFIED PUBLIC ACCOUNTANTS, with Mr. Georgios Skampavirias, father's name Athanasios, as a regular chartered accountant and Mr. Dimitrios Chaidos, father's name Agamemnon, as a substitute, shall be appointed for the auditing of the financial statements of the Company and the Consolidated Financial Statements of the Group, the half-yearly financial statements of the Company and the Group and drawn capital certificates of use during the fiscal year of 2008 and their remuneration for this audit shall be euro 43,868.00 plus VAT.
8th Item: Announcement and ratification of appointment of the new member of the Board of Directors in replacement of a retiring one (independent non executive member) and determination of the competencies of the new member as an independent non executive member The appointment of Dimitrios Petrotos, father's name Georgios, merchant, living in Larissa, as a member of the Board of Directors in replacement of the independent non executive member Georgios Kalinoglou, father?s name Nikolaos, was announced and ratified by the General Meeting with 20.561.993 votes, that is a 100 % majority of the represented votes, and his capacity as an independent non executive member was determined.
9th Item: Increase of the share capital of the Company by the amount of euro 5,574,390.78 in total with capitalization of the following reserves: a) the total of the difference from the revaluation of the real estate value, pursuant to the provisions of L.2065/1992, of the reserve 'Differences from revaluation of other assets' included in the account 'Profit or Loss brought forward', of the published financial statements on the basis of the International Accounting Standards, amounting to euro 5,312,878.76; b) the taxed reserve 'Taxed Reserves (article 7, L.2579/1998)' amounting to euro 205,022.92 and c) part of the taxed reserve 'Reserve from own shares dividends of 2006', amounting to euro 56,489.10 with an increase of the nominal value of each share, registered and preference, from euro 1.48 to euro 1.54, without a change in the number (quantity) of the shares. Amendment of articles 5 and 27 of the Memorandum of Association on share capital in order to register the aforementioned increase. The following were decided with 20.561.993 votes, that is a 100 % majority of the represented votes: an increase of the share capital of the Company by the amount of euro 5,574,390.78 in total with capitalization of the following reserves: a) the total of the difference from the revaluation of the real estate value, pursuant to the provisions of L.2065/1992, of the reserve 'Differences from revaluation of other assets' included in the account 'Profit or Loss brought forward', of the published financial statements on the basis of the International Accounting Standards, amounting to euro 5,312,878.76; b) the taxed reserve 'Taxed Reserves (article 7, L.2579/1998)' amounting to euro 205,022.92 and c) part of the taxed reserve 'Reserve from own shares dividends of 2006', amounting to euro 56,489.10 with an increase of the nominal value of each share, registered and preference, from euro 1.48 to euro 1.54, without a change in the number (quantity) of the shares. The amendment of articles 5 and 27 of the Memorandum of Association on share capital in order to register the aforementioned increase was also decided. After the aforementioned decided increase, the share capital of the Company comes up to a hundred forty three million seventy six thousand and thirty Euros and two cents (euro 143,076,030.02) and is divided into ninety two million nine hundred six thousand five hundred and thirteen (euro 92,906,513) registered shares, of nominal value of one Euro and fifty four cents (euro 1.54) each and more specifically in a) sixty six million nine hundred thirty seven five hundred and twenty six (66,937,526) ordinary registered shares with voting rights, with nominal value of one Euro and fifty four cents (euro 1.54) each and b) twenty five million nine hundred sixty eight thousand nine hundred and eight seven (25,968,987) preference registered shares without voting rights and non convertible, of nominal value of one Euro and fifty four cents (euro 1.54) each.
10th Item: Harmonization of the Memorandum of Association of the Company with the provisions of the codified law 2190/1920, as enforced, with the amendment of articles and, more specifically, articles 6,8,10,11,12,13,16,17,19,22,23,24,25,26 and 28, adjustment, completion, abolition, transfer and renumbering of articles and their paragraphs, verbal adjustment, change of the Memorandum of Association into a single text and its codification The harmonization of the Memorandum of Association of the Company with the provisions of the codified law 2190/1920, as enforced after its amendment by L.3604/2007, with the amendment, adjustment, completion, abolition, transfer and renumbering of articles and their paragraphs, verbal adjustment, change of the Memorandum of Association into a single text and its codification was decided with 16.625.993 votes, that is with a 100 % majority of the shareholders who took part at the voting. There was an abstention of 3.935.000 votes.
The discussion and decision making on the 11th item (provision to the Board of Directors for a five-year-period of the power a) to increase the share capital of the Company pursuant to article 13 §1b, codified law 2190/1920, as enforced, and b) to take decisions on the issuance of debenture loans with convertible bonds, pursuant to article 3a §1b, codified law 2190/1920, as enforced) was postponed, due to the lack of the required by the law and the Memorandum of Association of an increased quorum of the 2/3 of the paid up share capital. The discussion and decision making on the aforementioned 11th item will be conducted during the 1st Repeat General Meeting of the shareholders which, according to the decision of the Board of Directors dated May 29, 2008, and the invitation already published, will take place on July 9, 2008, on Wednesday, at 14:00, at the Company's head offices at the Municipality of Marousi, Attica, (91 Megalou Alexandrou and 25 Martiou Str., ground floor, Meeting Hall) without any other invitation being published.