SCIENS INTERNATIONAL INVESTMENTS AND HOLDINGS SA
Resolutions of General Meeting
It is notified by the Company "SCIENS INTERNATIONAL INVESTMENTS AND HOLDINGS SOCIETE ANONYME" (hereinafter the "Company"), that the Ordinary General Meeting of the Shareholders was held on 27.06.2008, at 10.00 a.m. at the "ATHENS ELECTRA PALACE HOTEL" located in Athens, at 18-20 N. Nikodemos St., at which 16 shareholders were present (either in person or represented), who represented 125,125,278 shares, i.e. 76.74% of the share capital and voting rights of the Company.
The items of the Agenda of the relevant invitation to the Shareholders of the Company were the following:
1. Submission and approval of the Annual and Consolidated Financial Statements of the financial year 01.01.2007 - 31.12.2007, together with the relevant reports of the Board of Directors and the Chartered Auditors. Approval of distribution of profits of the year and approval of distribution of dividend.
2. Release of the members of the Board of Directors and of the Chartered Auditors from any liability for the transactions of the financial year 01.01.2007 - 31.12.2007.
3. Approval of fees of the members of the Board of Directors for the financial year 01.01.2007 - 31.12.2007 and preliminary approval of the payment of fees of the members of the Board of Directors for the financial year 01.01.2008 - 31.12.2008.
4. Appointment of Chartered Auditors for the financial year 2008 and determination of their fees.
5. Ratification of the appointment of the members of the Board of Directors to substitute the resigned members by the Board of Directors.
6. Granting of permit, pursuant to Article 23 of the Codified Law 2190/1920 to the members of the Board of Directors and the Managers of the Company to participate in the administration of companies with similar corporate object.
7. Approval of the conclusion and/or amendment of agreements, pursuant to Article 23a of the Codified Law 2190/1920.
8. Alteration of the use and of the time schedule for the period of capital distribution that derived from the increase of the share capital of the Company which was resolved in the A' Repeat General Meeting of the Shareholders of the Company on 13.07.2007 and was completed on 10.12.2007 - Granting of authorization to the board of Directors of the Company for the updating of the above altered time schedule.
9. Adoption of a resolution for the harmonization of the Articles of Association of the Company to the new provisions of the Codified Law 2190/1920 (as in force after its amendment by Law 3604/2007), with the addition, annulment and new numbering of the Articles thereof and formation into a unified text.
10. Adoption of a resolution for the forwarding to the Bank of information, using electronic means (Article 18 of Law 3356/2007).
11. Miscellaneous issues and notices.
For all the items of the Agenda, the required by Law and by the Articles of Association of the Company quorum was established and in particular, for the items that required increased quorum, i.e. item 9, the legal increased quorum of 2/3 of the paid-up share capital of the company was established, which is required pursuant to Article 29, par. 3 of the Codified Law 2190/1920. During the voting procedure for all the above items, shareholders representing a total of 125,125,278 shares participated, (which corresponds to a percentage of 76.74% of the share capital), i.e. a percentage of 100% of the shareholders present.
The resolutions adopted in relation to the above items of the Agenda are as follows:
1. In relation to the first item of the Agenda, the Ordinary General Meeting of the Shareholders unanimously approved, i.e. by 125,125,278 votes, meaning a percentage of 100% of the shareholders who were present and voted: (a) the Annual and Consolidated Financial Statements of the financial year 01.01.2007 - 31.12.2007, together with the relevant reports of the Board of Directors and the Chartered Auditors and (b) the distribution of profits and the distribution of dividend to the Shareholders of the total amount of Euro 4,891,634.46 for the financial year 2007. The dividend shall be paid according to the procedure set out by the Regulation of the Athens Exchange and the Ellinika Chrimatistiria Holdings S.A. (E.X.A.E.). The beneficiaries of a dividend for the financial year 01.01.2007-31.12.2007 shall be those of the Shareholders who hold shares of the Company at the closing of the session of the Athens Exchange which shall be conducted on July 16, 2008, according to the records of the Company Ellinika Chrimatistiria Holdings S.A. (E.X.A.E.). Hence, from July 17, 2008, which is the cut off date, the shares shall be negotiated in the Athens Exchange with no right to dividend. The total dividend amounts to Euro 4,891,634.46 which corresponds to Euro 0.03 for each share of the total share capital of the Company. Given that the company holds own shares, the dividend for the remaining shares shall be increased pursuant to Article 16, par. 8 of the Codified Law 2190/1920 with the dividend corresponding to the own shares.
The payment of the dividend shall be realized on July 25, 2008, by the paying Bank of Piraeus S.A., in the manner the Company shall notify via a separate notice in the daily list of the Athens Exchange.
2. In relation to the second item of the Agenda, the Ordinary General Meeting of the Shareholders unanimously approved, i.e. by 125,125,278 votes, meaning a percentage of 100% of the shareholders who were present and voted, the release of the members of the Board of Directors and of the Chartered Accountants from any liability for the transactions of the financial year 01.01.2007 - 31.12.2007.
3. In relation to the third item of the Agenda, the Ordinary General Meeting of the Shareholders unanimously approved, i.e. by 125,125,278 votes, meaning a percentage of 100% of the shareholders who were present and voted, the fees of the members of the Board of Directors for the financial year 01.01.2007 - 31.12.2007 and pre-approved the payment of fees of the members of the Board of Directors for the financial year 01.01.2008 - 31.12.2008.
4. In relation to the fourth item of the Agenda, the Ordinary General Meeting of the Shareholders unanimously approved, i.e. by 125,125,278 votes, meaning a percentage of 100% of the shareholders who were present and voted, the appointment of Mr. Vasileios Goutis, with Chartered Accountants-Auditors Register No 10411, employee of the company PriceWaterhouseCoopers, as the ordinary chartered auditor and of Mr. Constantinos Michalatos, with Chartered Accountants-Auditors Register No 17701, employee of the company PriceWaterhouseCoopers as alternate chartered auditor and authorized the Board of Directors to determine their fees for the financial year 2008.
5. In relation to the fourth item of the Agenda, the Ordinary General Meeting of the Shareholders unanimously approved, i.e. by 125,125,278 votes, meaning a percentage of 100% of the shareholders who were present and voted, the appointment of Mr. Paolo Vagnone, son of Enrico, to replace the resigned member of the Board of Directors MRs. Vasiliki Athanasoglou, which was effected by virtue of the resolution of the Board of Directors of the Company dated 12.03.2007.
6. In relation to the sixth item of the Agenda, the Ordinary General Meeting of the Shareholders unanimously approved, i.e. by 125,125,278 votes, meaning a percentage of 100% of the shareholders who were present and voted, the granting of a permit, pursuant to Article 23 of the Codified Law 2190/1920, to the members of the Board of Directors to participate in the administration of affiliated companies (in the sense of Article 43e, par. 5 of the Codified Law 2190/1920, which have identical or similar corporate objects.
7. In relation to the seventh item of the Agenda, the Ordinary General Meeting of the Shareholders unanimously approved, i.e. by 125,125,278 votes meaning a percentage of 100% of the shareholders present who voted, the conclusion and/or amendment of agreements which fall into the scope of Article 23a of the Codified Law 2190/1920.
8. In relation to the eighth item of the Agenda, the Ordinary General Meeting of the Shareholders unanimously approved, i.e. by 125,125,278 votes, meaning a percentage of 100% of the shareholders who were present and voted, the alteration of the use and of the time schedule for the period of capital distribution that derived from the increase of the share capital of the Company which was resolved in the A' Repeat General Meeting of the Shareholders of the Company on 13.07.2007 and was completed on 10.12.2007 (the "Increase"). In particular, the Ordinary General Meeting of the Shareholders resolved that a part of the capital drawn by the Increase (i.e. the amount of Euro 6,926,891.22) after the deduction of the respective issue costs, will be used for the cover of financial expenses of the 1st quarter of the Company and for the cover of financial expenses and repayment of the short-term loan granted to the subsidiary under the name Sciens International Structured Finance Holdings Ltd. It is noted that the above amount includes the amount of Euro 5,000,000 which was resolved by the Extraordinary General Meeting held on 05.02.2008 to be used for the cover of the Company's operational needs. In addition, the period of capital distribution that derived from the Increase shall lapse at the end of the year 2008, and therefore the realization of the investments of the capital drawn by the Increase shall be concluded at the end of the year 2008. The General Meeting approved the form of the table of capital distribution, which will have as follows: Period of Capital Distribution Percentage of Capital distribution
4th quarter 2007 32%
A' half of 2008 57%
B' half of 2008 11%
In relation to the content of the Prospectus of the Increase for the distribution of euro 37 million for the participation of the Company to "the increase of the share capital of the 100% owned subsidiary under the name Sciens International Holdings 2 Ltd., so as to mainly finance the repayment of a its -term loan that amounts to euro 35 million, as well as the relevant expenses and interest which are estimated to amount to approximately euro 1.5 million, while the remaining amount of approximately euro 0.5 million shall be disposed for future investments of Sciens International Holdings 2 Ltd", the General Meeting approved, given that the amount of the above expenses and interest after the repayment of the short-term loan of euro 35 million, finally amounted to euro 1.1 million, the distribution of the remaining amount of euro 0.9 million together with other amounts, to investing capital of Sciens Special Situation Master Fund (former Sciens Structured Debt Holdings III).
It is noted that from the discovery and the evaluation of a particular investment until its realization, more time that the initially expected in the time schedule could be necessary and reasons may exist and/or situations may occur beyond the control of the Company, which may lead to the alteration of the above time schedule.
As far as this resolution for the alteration of the use and the time schedule for the period of capital distribution that derived by the Increase, the Company shall make a separate announcement.
9. In relation to the eighth item of the Agenda, the Ordinary General Meeting of the Shareholders unanimously approved, i.e. by 125,125,278 votes, meaning a percentage of 100% of the shareholders who were present and voted, the harmonization and adjustment of the Articles of Association of the Company to the provisions of the new law, pursuant to the Codified Law 2190/1920 (as in force after its amendment by law 3604/2007).
10. In relation to the ninth item of the Agenda, the Ordinary General Meeting of the Shareholders unanimously approved, i.e. by 125,125,278 votes, meaning a percentage of 100% of the shareholders who were present and voted, that the Company may forward information to its shareholders via electronic means and pursuant to the provisions of Article 18 of law 3356/2007.
The items of the Agenda of the relevant invitation to the Shareholders of the Company were the following:
1. Submission and approval of the Annual and Consolidated Financial Statements of the financial year 01.01.2007 - 31.12.2007, together with the relevant reports of the Board of Directors and the Chartered Auditors. Approval of distribution of profits of the year and approval of distribution of dividend.
2. Release of the members of the Board of Directors and of the Chartered Auditors from any liability for the transactions of the financial year 01.01.2007 - 31.12.2007.
3. Approval of fees of the members of the Board of Directors for the financial year 01.01.2007 - 31.12.2007 and preliminary approval of the payment of fees of the members of the Board of Directors for the financial year 01.01.2008 - 31.12.2008.
4. Appointment of Chartered Auditors for the financial year 2008 and determination of their fees.
5. Ratification of the appointment of the members of the Board of Directors to substitute the resigned members by the Board of Directors.
6. Granting of permit, pursuant to Article 23 of the Codified Law 2190/1920 to the members of the Board of Directors and the Managers of the Company to participate in the administration of companies with similar corporate object.
7. Approval of the conclusion and/or amendment of agreements, pursuant to Article 23a of the Codified Law 2190/1920.
8. Alteration of the use and of the time schedule for the period of capital distribution that derived from the increase of the share capital of the Company which was resolved in the A' Repeat General Meeting of the Shareholders of the Company on 13.07.2007 and was completed on 10.12.2007 - Granting of authorization to the board of Directors of the Company for the updating of the above altered time schedule.
9. Adoption of a resolution for the harmonization of the Articles of Association of the Company to the new provisions of the Codified Law 2190/1920 (as in force after its amendment by Law 3604/2007), with the addition, annulment and new numbering of the Articles thereof and formation into a unified text.
10. Adoption of a resolution for the forwarding to the Bank of information, using electronic means (Article 18 of Law 3356/2007).
11. Miscellaneous issues and notices.
For all the items of the Agenda, the required by Law and by the Articles of Association of the Company quorum was established and in particular, for the items that required increased quorum, i.e. item 9, the legal increased quorum of 2/3 of the paid-up share capital of the company was established, which is required pursuant to Article 29, par. 3 of the Codified Law 2190/1920. During the voting procedure for all the above items, shareholders representing a total of 125,125,278 shares participated, (which corresponds to a percentage of 76.74% of the share capital), i.e. a percentage of 100% of the shareholders present.
The resolutions adopted in relation to the above items of the Agenda are as follows:
1. In relation to the first item of the Agenda, the Ordinary General Meeting of the Shareholders unanimously approved, i.e. by 125,125,278 votes, meaning a percentage of 100% of the shareholders who were present and voted: (a) the Annual and Consolidated Financial Statements of the financial year 01.01.2007 - 31.12.2007, together with the relevant reports of the Board of Directors and the Chartered Auditors and (b) the distribution of profits and the distribution of dividend to the Shareholders of the total amount of Euro 4,891,634.46 for the financial year 2007. The dividend shall be paid according to the procedure set out by the Regulation of the Athens Exchange and the Ellinika Chrimatistiria Holdings S.A. (E.X.A.E.). The beneficiaries of a dividend for the financial year 01.01.2007-31.12.2007 shall be those of the Shareholders who hold shares of the Company at the closing of the session of the Athens Exchange which shall be conducted on July 16, 2008, according to the records of the Company Ellinika Chrimatistiria Holdings S.A. (E.X.A.E.). Hence, from July 17, 2008, which is the cut off date, the shares shall be negotiated in the Athens Exchange with no right to dividend. The total dividend amounts to Euro 4,891,634.46 which corresponds to Euro 0.03 for each share of the total share capital of the Company. Given that the company holds own shares, the dividend for the remaining shares shall be increased pursuant to Article 16, par. 8 of the Codified Law 2190/1920 with the dividend corresponding to the own shares.
The payment of the dividend shall be realized on July 25, 2008, by the paying Bank of Piraeus S.A., in the manner the Company shall notify via a separate notice in the daily list of the Athens Exchange.
2. In relation to the second item of the Agenda, the Ordinary General Meeting of the Shareholders unanimously approved, i.e. by 125,125,278 votes, meaning a percentage of 100% of the shareholders who were present and voted, the release of the members of the Board of Directors and of the Chartered Accountants from any liability for the transactions of the financial year 01.01.2007 - 31.12.2007.
3. In relation to the third item of the Agenda, the Ordinary General Meeting of the Shareholders unanimously approved, i.e. by 125,125,278 votes, meaning a percentage of 100% of the shareholders who were present and voted, the fees of the members of the Board of Directors for the financial year 01.01.2007 - 31.12.2007 and pre-approved the payment of fees of the members of the Board of Directors for the financial year 01.01.2008 - 31.12.2008.
4. In relation to the fourth item of the Agenda, the Ordinary General Meeting of the Shareholders unanimously approved, i.e. by 125,125,278 votes, meaning a percentage of 100% of the shareholders who were present and voted, the appointment of Mr. Vasileios Goutis, with Chartered Accountants-Auditors Register No 10411, employee of the company PriceWaterhouseCoopers, as the ordinary chartered auditor and of Mr. Constantinos Michalatos, with Chartered Accountants-Auditors Register No 17701, employee of the company PriceWaterhouseCoopers as alternate chartered auditor and authorized the Board of Directors to determine their fees for the financial year 2008.
5. In relation to the fourth item of the Agenda, the Ordinary General Meeting of the Shareholders unanimously approved, i.e. by 125,125,278 votes, meaning a percentage of 100% of the shareholders who were present and voted, the appointment of Mr. Paolo Vagnone, son of Enrico, to replace the resigned member of the Board of Directors MRs. Vasiliki Athanasoglou, which was effected by virtue of the resolution of the Board of Directors of the Company dated 12.03.2007.
6. In relation to the sixth item of the Agenda, the Ordinary General Meeting of the Shareholders unanimously approved, i.e. by 125,125,278 votes, meaning a percentage of 100% of the shareholders who were present and voted, the granting of a permit, pursuant to Article 23 of the Codified Law 2190/1920, to the members of the Board of Directors to participate in the administration of affiliated companies (in the sense of Article 43e, par. 5 of the Codified Law 2190/1920, which have identical or similar corporate objects.
7. In relation to the seventh item of the Agenda, the Ordinary General Meeting of the Shareholders unanimously approved, i.e. by 125,125,278 votes meaning a percentage of 100% of the shareholders present who voted, the conclusion and/or amendment of agreements which fall into the scope of Article 23a of the Codified Law 2190/1920.
8. In relation to the eighth item of the Agenda, the Ordinary General Meeting of the Shareholders unanimously approved, i.e. by 125,125,278 votes, meaning a percentage of 100% of the shareholders who were present and voted, the alteration of the use and of the time schedule for the period of capital distribution that derived from the increase of the share capital of the Company which was resolved in the A' Repeat General Meeting of the Shareholders of the Company on 13.07.2007 and was completed on 10.12.2007 (the "Increase"). In particular, the Ordinary General Meeting of the Shareholders resolved that a part of the capital drawn by the Increase (i.e. the amount of Euro 6,926,891.22) after the deduction of the respective issue costs, will be used for the cover of financial expenses of the 1st quarter of the Company and for the cover of financial expenses and repayment of the short-term loan granted to the subsidiary under the name Sciens International Structured Finance Holdings Ltd. It is noted that the above amount includes the amount of Euro 5,000,000 which was resolved by the Extraordinary General Meeting held on 05.02.2008 to be used for the cover of the Company's operational needs. In addition, the period of capital distribution that derived from the Increase shall lapse at the end of the year 2008, and therefore the realization of the investments of the capital drawn by the Increase shall be concluded at the end of the year 2008. The General Meeting approved the form of the table of capital distribution, which will have as follows: Period of Capital Distribution Percentage of Capital distribution
4th quarter 2007 32%
A' half of 2008 57%
B' half of 2008 11%
In relation to the content of the Prospectus of the Increase for the distribution of euro 37 million for the participation of the Company to "the increase of the share capital of the 100% owned subsidiary under the name Sciens International Holdings 2 Ltd., so as to mainly finance the repayment of a its -term loan that amounts to euro 35 million, as well as the relevant expenses and interest which are estimated to amount to approximately euro 1.5 million, while the remaining amount of approximately euro 0.5 million shall be disposed for future investments of Sciens International Holdings 2 Ltd", the General Meeting approved, given that the amount of the above expenses and interest after the repayment of the short-term loan of euro 35 million, finally amounted to euro 1.1 million, the distribution of the remaining amount of euro 0.9 million together with other amounts, to investing capital of Sciens Special Situation Master Fund (former Sciens Structured Debt Holdings III).
It is noted that from the discovery and the evaluation of a particular investment until its realization, more time that the initially expected in the time schedule could be necessary and reasons may exist and/or situations may occur beyond the control of the Company, which may lead to the alteration of the above time schedule.
As far as this resolution for the alteration of the use and the time schedule for the period of capital distribution that derived by the Increase, the Company shall make a separate announcement.
9. In relation to the eighth item of the Agenda, the Ordinary General Meeting of the Shareholders unanimously approved, i.e. by 125,125,278 votes, meaning a percentage of 100% of the shareholders who were present and voted, the harmonization and adjustment of the Articles of Association of the Company to the provisions of the new law, pursuant to the Codified Law 2190/1920 (as in force after its amendment by law 3604/2007).
10. In relation to the ninth item of the Agenda, the Ordinary General Meeting of the Shareholders unanimously approved, i.e. by 125,125,278 votes, meaning a percentage of 100% of the shareholders who were present and voted, that the Company may forward information to its shareholders via electronic means and pursuant to the provisions of Article 18 of law 3356/2007.