MICHANIKI S.A.
Invitation to an Special General Meeting of Shareholders, holders of preferred shares.
By means of a decision of the Board of Directors and pursuant to Law and Articles of Association, the shareholders of the societe anonyme trading as ΜICHANIKI S.A., holders of preferred shares are invited to an Special General Meeting on June 25th 2008, on Wednesday at 15.00, at the company΄s registered offices situated in the Municipality of Amaroussio, Attica (91 M. Alexandrou and March 25th street, ground floor, Meeting Room) to discuss and take decisions on the following agenda items:
Agenda Items
1. Increase of the Company΄s share capital by 5,574,390.78 euros in total by means of capitalization of the following reserves: a) total real estate value adjustments, in line with the provisions of Law 2065/1992, of the reserve "Other assets value adjustments", which is encompassed in the "Retained Earnings" account of the published financial statements, based on the IAS, amount of 5,312,878.76 euros, b) of the taxed reserve "Taxed reserves (in line with article 7, Law 2579/1998)" amounting to 205,022.92 euros and c) part of the taxed reserve "Reserves from own shares΄ dividends for the year 2006" amounting to 56,489.10 euros by increasing the par value share, both common and preferred, from 1.48 euros to 1.54 euros , without changing the number (quantity) of shares. Amendment of articles 5 and 27 of the Articles of Association regarding the share capital so as the aforementioned increase is reflected therein.
2. Granting 5-year authorization to the Board of Directors a) to increase the Company΄s share capital in accordance with article 13 (§1β) of Codified Law 2190/1920, as currently in force and b) to decide the issuance of bond loans by means of convertible bonds, in accordance with article 3α (§1β) of Codified Law 2190/1920, as in force today.
In case the required by law quorum is not achieved regarding the agenda items, the Shareholders of the company, holders of preferred shares are invited to:
- 1st Iterative Special General Meeting on July 9, 2008, on Wednesday at 15.00 at the company΄s registered offices situated in the Municipality of Amaroussio, Attica (91 M. Alexandrou and March 25th street, ground floor, Meeting Room),
- 2nd Iterative Special General Meeting on July 23, 2008, on Wednesday at 15.00 at the company΄s registered offices situated in the Municipality of Amaroussio, Attica (91 M. Alexandrou and March 25th street, ground floor, Meeting Room).
All shareholders who possess preferred shares may participate and vote, either in person or by proxy, in the General Meeting. Each preferred share provides the right of one vote. The Shareholders who possess preferred shares, pursuant to the Law and article 17 of the Company΄s articles of association should:
- block in whole or in part, the shares they possess through their Operator in the Dematerialized Securities System and receive from the operator the relevant Share Blocking Certificate.
- If no Operator has been appointed and the shares are kept in a Special Account, the shareholders should block, by means of a statement, in whole or in part the shares they possess, in the HELLENIC EXCHANGES HOLDING S.A. (former CENTRAL SECURITIES DEPOSITORY S.A.) and receive the relevant Share Blocking Certificate.
- Deposit/ submit the Share Holding Certificates and any other proxy documents at the Company΄s registered offices (91 M. Alexandrou and March 25th street, Amaroussio), at least five (5) days prior to the General Meeting΄s date, i.e. until Thursday, June 19, 2008 or in the case of the 1st iterative General Meeting, until Thursday, July 3, 2008 or in the case of the 2nd iterative General Meeting until Thursday, July 17, 2008.
Agenda Items
1. Increase of the Company΄s share capital by 5,574,390.78 euros in total by means of capitalization of the following reserves: a) total real estate value adjustments, in line with the provisions of Law 2065/1992, of the reserve "Other assets value adjustments", which is encompassed in the "Retained Earnings" account of the published financial statements, based on the IAS, amount of 5,312,878.76 euros, b) of the taxed reserve "Taxed reserves (in line with article 7, Law 2579/1998)" amounting to 205,022.92 euros and c) part of the taxed reserve "Reserves from own shares΄ dividends for the year 2006" amounting to 56,489.10 euros by increasing the par value share, both common and preferred, from 1.48 euros to 1.54 euros , without changing the number (quantity) of shares. Amendment of articles 5 and 27 of the Articles of Association regarding the share capital so as the aforementioned increase is reflected therein.
2. Granting 5-year authorization to the Board of Directors a) to increase the Company΄s share capital in accordance with article 13 (§1β) of Codified Law 2190/1920, as currently in force and b) to decide the issuance of bond loans by means of convertible bonds, in accordance with article 3α (§1β) of Codified Law 2190/1920, as in force today.
In case the required by law quorum is not achieved regarding the agenda items, the Shareholders of the company, holders of preferred shares are invited to:
- 1st Iterative Special General Meeting on July 9, 2008, on Wednesday at 15.00 at the company΄s registered offices situated in the Municipality of Amaroussio, Attica (91 M. Alexandrou and March 25th street, ground floor, Meeting Room),
- 2nd Iterative Special General Meeting on July 23, 2008, on Wednesday at 15.00 at the company΄s registered offices situated in the Municipality of Amaroussio, Attica (91 M. Alexandrou and March 25th street, ground floor, Meeting Room).
All shareholders who possess preferred shares may participate and vote, either in person or by proxy, in the General Meeting. Each preferred share provides the right of one vote. The Shareholders who possess preferred shares, pursuant to the Law and article 17 of the Company΄s articles of association should:
- block in whole or in part, the shares they possess through their Operator in the Dematerialized Securities System and receive from the operator the relevant Share Blocking Certificate.
- If no Operator has been appointed and the shares are kept in a Special Account, the shareholders should block, by means of a statement, in whole or in part the shares they possess, in the HELLENIC EXCHANGES HOLDING S.A. (former CENTRAL SECURITIES DEPOSITORY S.A.) and receive the relevant Share Blocking Certificate.
- Deposit/ submit the Share Holding Certificates and any other proxy documents at the Company΄s registered offices (91 M. Alexandrou and March 25th street, Amaroussio), at least five (5) days prior to the General Meeting΄s date, i.e. until Thursday, June 19, 2008 or in the case of the 1st iterative General Meeting, until Thursday, July 3, 2008 or in the case of the 2nd iterative General Meeting until Thursday, July 17, 2008.