HERACLES GENERAL CEMENT COMPANY S.A.
Invitation for the Ordinary Shareholders' meeting of Heracles General Cement Company S.A.
According to Law 2190/1920 and the article 26 of the Company's Articles of Association, the Shareholders are invited to the Ordinary Meeting on the 27th of June 2008, day of the week Friday and at 18.00 hrs., at the premises of the Company, in Lykovrissi, Attica, 49-51 Sofokli Venizelou Street, in order to discuss and resolve on the following items of the agenda:
1. Approval of the election of a Board of Directors' Member who was elected in replacement of a resigned one, according to article 18 of the Company's Articles of Association.
2. Submission and approval of the Managing Report of the Board of Directors, the Certificate of the Chartered Auditors, the Annual Financial Statements of the financial year 1.1.2007 - 31.12.2007 and the explanatory Report of the Board of Directors according to the article 11a of the Law 3371/2005.
3. Discharge the Members of the Board of Directors and the Auditors from any liability for damages whatsoever for the financial year 2007 after a special vote with personal invitation, according to Law and article 29 of the Company's Articles of Association.
4. Election of the Auditors, Regular and Substitute, for the financial year 2008 and definition of their fees.
5. Approval of the remuneration and compensations of the Members of the Board of Directors for the financial year 2007 and pre-approval of their remuneration by the Ordinary Shareholders' Meeting of 2009, as well as granting of permission for the conclusion of agreements with Members of the Company's Board of Directors.
6. Granting of permission, pursuant to article 23 par. 1 of the Law 2190/1920, to the Members of the Board of Directors and the Managers of the Company to participate in the Board of Directors` Meetings or in the Management of the Group's Companies, which pursue the same or similar goals.
7. Amendment of Company's Articles of Association and harmonization with new provisions of c.l. 2190/1920 (following law 3604/2007) and particularly amendment of articles 2, 3, 15, 16, 17, 18, 23, 25, 26, 30 and 33 of Articles of Association. Formation and codification of Articles of Association in unified text.
8. Miscellaneous Announcements.
The Shareholders will vote with one vote per share, according to the Law and to the Company's Articles of Association. The Shareholders who wish to attend the Ordinary Meeting, either in person or by a representative, should submit the following documents to the Company's Offices at least five (5) days prior to the date of the Meeting:
a) The Shareholders who have appointed an operator (a Broker or a Bank) in the Dematerialised Securities System (DSS), should engage their shares through their operator, receive from them and deliver to the Company the relevant engagement certificate as issued by the Central Securities Depository S.A. (currently Greek Stock Markets S.A.) as well as any representation documents for their participation in the Ordinary Meeting of Shareholders.
b) The Shareholders who have not appointed an operator, but have their shares registered on the Special Account of the Central Securities Depository (currently Greek Stock Markets S.A.), should engage their shares through a relevant statement addressed directly to the Central Securities Depository and deliver to the Company the relevant engagement certificate along with any representation documents.
1. Approval of the election of a Board of Directors' Member who was elected in replacement of a resigned one, according to article 18 of the Company's Articles of Association.
2. Submission and approval of the Managing Report of the Board of Directors, the Certificate of the Chartered Auditors, the Annual Financial Statements of the financial year 1.1.2007 - 31.12.2007 and the explanatory Report of the Board of Directors according to the article 11a of the Law 3371/2005.
3. Discharge the Members of the Board of Directors and the Auditors from any liability for damages whatsoever for the financial year 2007 after a special vote with personal invitation, according to Law and article 29 of the Company's Articles of Association.
4. Election of the Auditors, Regular and Substitute, for the financial year 2008 and definition of their fees.
5. Approval of the remuneration and compensations of the Members of the Board of Directors for the financial year 2007 and pre-approval of their remuneration by the Ordinary Shareholders' Meeting of 2009, as well as granting of permission for the conclusion of agreements with Members of the Company's Board of Directors.
6. Granting of permission, pursuant to article 23 par. 1 of the Law 2190/1920, to the Members of the Board of Directors and the Managers of the Company to participate in the Board of Directors` Meetings or in the Management of the Group's Companies, which pursue the same or similar goals.
7. Amendment of Company's Articles of Association and harmonization with new provisions of c.l. 2190/1920 (following law 3604/2007) and particularly amendment of articles 2, 3, 15, 16, 17, 18, 23, 25, 26, 30 and 33 of Articles of Association. Formation and codification of Articles of Association in unified text.
8. Miscellaneous Announcements.
The Shareholders will vote with one vote per share, according to the Law and to the Company's Articles of Association. The Shareholders who wish to attend the Ordinary Meeting, either in person or by a representative, should submit the following documents to the Company's Offices at least five (5) days prior to the date of the Meeting:
a) The Shareholders who have appointed an operator (a Broker or a Bank) in the Dematerialised Securities System (DSS), should engage their shares through their operator, receive from them and deliver to the Company the relevant engagement certificate as issued by the Central Securities Depository S.A. (currently Greek Stock Markets S.A.) as well as any representation documents for their participation in the Ordinary Meeting of Shareholders.
b) The Shareholders who have not appointed an operator, but have their shares registered on the Special Account of the Central Securities Depository (currently Greek Stock Markets S.A.), should engage their shares through a relevant statement addressed directly to the Central Securities Depository and deliver to the Company the relevant engagement certificate along with any representation documents.