IASO S.A.
Resolutions of the Shareholders General Meeting of IASO S.A.
We would like to inform you that the Ordinary General Meeting of the Shareholders of IASO SA, which was convened today, June 6th 2008, at 12.00 noon time at the Company's offices, at Maroussi Attika, 37-39 Kifissias Avenue (Ground flour, new Hall) and at which were present or represented 104 shareholders, representing 31.990.181 shares and votes out of a total of 44.075.500 shares, i.e. a percentage of 72,58% of the capital share of the Company, resolved on the following issues:
1. On the first item of the agenda, the General Meeting unanimously approved i.e with a percentage of 100% of the present voting shareholders, the Annual Financial Statements (Corporate and Consolidated) for the financial year that ended on 31.12.2007, as well as the Management Report thereon, drafted by the Board of Directors and the Chartered Auditor.
2. On the second item of the agenda, the General Meeting released the members of the Board of Directors from any liability for their actions during the fiscal year that ended on 31.12.2007, unanimously i.e with a percentage of 100% of the present voting shareholders. During this voting, the members of the Board of Directors voted only with 1.562.806 shares, owned by them, while 10.948.511 shares, which had authorized members of the Board of Directors, abstained.
3. On the third item of the agenda the General Meeting unanimously resolved on the release of the Chartered Auditor from any liability for his actions during the financial year that ended on 31.12.2007, i.e with a percentage of 100% of the present voting shareholders.
4. On the fourth item of the agenda the General Meeting unanimously resolved, i.e. with a percentage of 100% of the present voting shareholders, the distribution of dividend equal to ?0.33 per share. Beneficiaries of the dividend deriving from the profits of the fiscal year that ended on 31.12.2007 will be the company's shareholders at the closing of the trading session of the ATHEX on Monday, 9th of June 2008. Starting on Tuesday, 10th of June 2008, the share shall be traded ex-dividend. The payment of the divided will take place through National Bank of Greece, starting from Thursday, 19th of June 2008.
5. On the fifth item of the agenda the General Meeting elected with 31.894.393 votes (out of a total of 31.990.181), i.e. percentage 99,70% of the present voting shareholders, as ordinary chartered auditor for the financial year 2008 Mr. Konstaninos Petrogiannis, and as substitute Mr. Markos Fratzis, both members of SOL S.A and resolved also unanimously that their remuneration shall be defined by the Supervisory Council, as per the provisions of law.
6. On the sixth item of the agenda, the General Meeting unanimously resolved, i.e. with a percentage of 100% of the present voting shareholders, the share capital increase by twenty eight thousands two hundred and eight Euro and thirty two cents (28.208,32), by capitalization of the part of the reserves "premium on capital stock" by increasing the nominal value of each share by 0,00064 Euro, that is from fifty three cents (0,53) to 0,53064 cents per share and then decreasing the shares' nominal value by 0,09064 cents, that is from 0,53064 cents to forty four cents (0,44) per share, by issuing, because of the above decrease, nine million seventy nine thousands and five hundred fifty three (9.079.553) new common registered shares, with nominal value of forty four cents (0,44) each (split), that will be distributed pro rata to the shareholders at the rate of twenty and six tenths of unit (20,6) additional new shares against one hundred (100) old shares. Following the aforementioned, the General Meeting unanimously resolved, i.e. with a percentage of 100% of the present voting shareholders, the corresponding amendment of article 5 of the Articles of Association and authorized the Board of directors to settle the issues relating to any fractional rights that may arise.
7. On the seventh item of the agenda, the General Meeting unanimously approved, i.e. with a percentage of 100% of the present voting shareholders, the granting of permission, according to article 23§1 of C.L. 2190/1920, to the members of the Board of Directors and the Managers for their participation to the Board of Directors or the Management of subsidiary companies.
8. On the eighth item of the agenda, the General Meeting unanimously resolved, i.e with a percentage of 100% of the present voting shareholders, the following: (a) the amendment of all the articles of the Company?s Articles of Association, except for the proposed amendment of the article 9 par. 1b of the Company's Articles of Association that was approved with 30.458.766 votes (out of a total of 31.990.181), i.e. percentage 95,22% of the present voting shareholders and (b) the abolition and the new numeration of some of the articles, especially in order to harmonize the Company's Articles of Association with the regulations of the new law 3604/2007 for the amendment of c.l. 2190/1920 "regarding the S.A.".
1. On the first item of the agenda, the General Meeting unanimously approved i.e with a percentage of 100% of the present voting shareholders, the Annual Financial Statements (Corporate and Consolidated) for the financial year that ended on 31.12.2007, as well as the Management Report thereon, drafted by the Board of Directors and the Chartered Auditor.
2. On the second item of the agenda, the General Meeting released the members of the Board of Directors from any liability for their actions during the fiscal year that ended on 31.12.2007, unanimously i.e with a percentage of 100% of the present voting shareholders. During this voting, the members of the Board of Directors voted only with 1.562.806 shares, owned by them, while 10.948.511 shares, which had authorized members of the Board of Directors, abstained.
3. On the third item of the agenda the General Meeting unanimously resolved on the release of the Chartered Auditor from any liability for his actions during the financial year that ended on 31.12.2007, i.e with a percentage of 100% of the present voting shareholders.
4. On the fourth item of the agenda the General Meeting unanimously resolved, i.e. with a percentage of 100% of the present voting shareholders, the distribution of dividend equal to ?0.33 per share. Beneficiaries of the dividend deriving from the profits of the fiscal year that ended on 31.12.2007 will be the company's shareholders at the closing of the trading session of the ATHEX on Monday, 9th of June 2008. Starting on Tuesday, 10th of June 2008, the share shall be traded ex-dividend. The payment of the divided will take place through National Bank of Greece, starting from Thursday, 19th of June 2008.
5. On the fifth item of the agenda the General Meeting elected with 31.894.393 votes (out of a total of 31.990.181), i.e. percentage 99,70% of the present voting shareholders, as ordinary chartered auditor for the financial year 2008 Mr. Konstaninos Petrogiannis, and as substitute Mr. Markos Fratzis, both members of SOL S.A and resolved also unanimously that their remuneration shall be defined by the Supervisory Council, as per the provisions of law.
6. On the sixth item of the agenda, the General Meeting unanimously resolved, i.e. with a percentage of 100% of the present voting shareholders, the share capital increase by twenty eight thousands two hundred and eight Euro and thirty two cents (28.208,32), by capitalization of the part of the reserves "premium on capital stock" by increasing the nominal value of each share by 0,00064 Euro, that is from fifty three cents (0,53) to 0,53064 cents per share and then decreasing the shares' nominal value by 0,09064 cents, that is from 0,53064 cents to forty four cents (0,44) per share, by issuing, because of the above decrease, nine million seventy nine thousands and five hundred fifty three (9.079.553) new common registered shares, with nominal value of forty four cents (0,44) each (split), that will be distributed pro rata to the shareholders at the rate of twenty and six tenths of unit (20,6) additional new shares against one hundred (100) old shares. Following the aforementioned, the General Meeting unanimously resolved, i.e. with a percentage of 100% of the present voting shareholders, the corresponding amendment of article 5 of the Articles of Association and authorized the Board of directors to settle the issues relating to any fractional rights that may arise.
7. On the seventh item of the agenda, the General Meeting unanimously approved, i.e. with a percentage of 100% of the present voting shareholders, the granting of permission, according to article 23§1 of C.L. 2190/1920, to the members of the Board of Directors and the Managers for their participation to the Board of Directors or the Management of subsidiary companies.
8. On the eighth item of the agenda, the General Meeting unanimously resolved, i.e with a percentage of 100% of the present voting shareholders, the following: (a) the amendment of all the articles of the Company?s Articles of Association, except for the proposed amendment of the article 9 par. 1b of the Company's Articles of Association that was approved with 30.458.766 votes (out of a total of 31.990.181), i.e. percentage 95,22% of the present voting shareholders and (b) the abolition and the new numeration of some of the articles, especially in order to harmonize the Company's Articles of Association with the regulations of the new law 3604/2007 for the amendment of c.l. 2190/1920 "regarding the S.A.".