MICHANIKI S.A.
Invitation to the 33rd Ordinary General Meeting of Shareholders.
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., are invited to an Annual Ordinary General Meeting on June 25th 2008, on Wednesday at 14.00, 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. Submission and approval of the Consolidated Financial Statements of the year from January 1st 2007 to December 31st 2007, together with the relevant reports of the Board of Directors and of auditors (Chartered Auditor). Approval of Profit Appropriation.
2. Release of the members of the Boards of Directors and of Auditors from any kind of liability for compensation, with regard to the minutes, management and annual financial statements for the period from 01.01.2007 to 31.12.2007.
3. Approval of the financial data (balance sheet) of transformation dated 31.10.2007 of the societe anonyme with corporate name ΜICHANIKI REAL ESTATE DEVELOPMENT SOCIETE ANONYME and trade name ΜICHANIKI REAL ESTATE S.A. (COMΡANIES REG. NO. 43695/01ΑΤ/Β/99/294), which was merged by means of its absorption by ΜICHANIKI S.A. (GG ISSUE ON S.A.s and LTDs dated 3/02.01.2008).
4. Release of the members of the Boards of Directors of the societe anonyme with corporate name ΜICHANIKI REAL ESTATE DEVELOPMENT SOCIETE ANONYME and trade name ΜICHANIKI REAL ESTATE S.A. (COMΡANIES REG. NO. 43695/01ΑΤ/Β/99/294), which was merged by means of its absorption by ΜICHANIKI S.A. (GG ISSUE ON S.A.s and LTDs dated 3/02.01.2008) from any kind of liability for compensation for the management period from 01.01.2007 to 31.10.2007.
5. Approval of fees of the Chartered Auditor for the financial year 2007.
6. Approval of fees of the members of the Board of Directors.
7. Election of one regular and one alternate Chartered Auditor for the financial year 2008 and determination of his fees.
8. Announcement and confirmation of election by the Board of Directors of a new advisor, in replacement of the retired advisor (independent non-executive member) and determination of the competencies of the new advisor as an independent non-executive member.
9. 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.
10. Harmonization of the Company΄s Articles of Association to the provisions of Codified Law 2190/1920, as in force, by amending articles 6,8,10,11,12,13,16,17,19,22,23,24,25,26 and 28, adaptation, complementation, abolition, transfer and numbering of articles and their paragraphs, verbal adaptation, and configuration of the Articles of Association into an integral text and codification of its.
11. 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 some or all agenda items, the Shareholders of the company are invited to:
- 1st Iterative General Meeting on July 9, 2008, on Wednesday at 14.00 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 General Meeting on July 23, 2008, on Wednesday at 14.00 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 common shares may participate and vote, either in person or by proxy, in the General Meeting. Each common share provides the right of one vote. The Shareholders who possess common 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.
Agenda Items
1. Submission and approval of the Consolidated Financial Statements of the year from January 1st 2007 to December 31st 2007, together with the relevant reports of the Board of Directors and of auditors (Chartered Auditor). Approval of Profit Appropriation.
2. Release of the members of the Boards of Directors and of Auditors from any kind of liability for compensation, with regard to the minutes, management and annual financial statements for the period from 01.01.2007 to 31.12.2007.
3. Approval of the financial data (balance sheet) of transformation dated 31.10.2007 of the societe anonyme with corporate name ΜICHANIKI REAL ESTATE DEVELOPMENT SOCIETE ANONYME and trade name ΜICHANIKI REAL ESTATE S.A. (COMΡANIES REG. NO. 43695/01ΑΤ/Β/99/294), which was merged by means of its absorption by ΜICHANIKI S.A. (GG ISSUE ON S.A.s and LTDs dated 3/02.01.2008).
4. Release of the members of the Boards of Directors of the societe anonyme with corporate name ΜICHANIKI REAL ESTATE DEVELOPMENT SOCIETE ANONYME and trade name ΜICHANIKI REAL ESTATE S.A. (COMΡANIES REG. NO. 43695/01ΑΤ/Β/99/294), which was merged by means of its absorption by ΜICHANIKI S.A. (GG ISSUE ON S.A.s and LTDs dated 3/02.01.2008) from any kind of liability for compensation for the management period from 01.01.2007 to 31.10.2007.
5. Approval of fees of the Chartered Auditor for the financial year 2007.
6. Approval of fees of the members of the Board of Directors.
7. Election of one regular and one alternate Chartered Auditor for the financial year 2008 and determination of his fees.
8. Announcement and confirmation of election by the Board of Directors of a new advisor, in replacement of the retired advisor (independent non-executive member) and determination of the competencies of the new advisor as an independent non-executive member.
9. 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.
10. Harmonization of the Company΄s Articles of Association to the provisions of Codified Law 2190/1920, as in force, by amending articles 6,8,10,11,12,13,16,17,19,22,23,24,25,26 and 28, adaptation, complementation, abolition, transfer and numbering of articles and their paragraphs, verbal adaptation, and configuration of the Articles of Association into an integral text and codification of its.
11. 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 some or all agenda items, the Shareholders of the company are invited to:
- 1st Iterative General Meeting on July 9, 2008, on Wednesday at 14.00 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 General Meeting on July 23, 2008, on Wednesday at 14.00 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 common shares may participate and vote, either in person or by proxy, in the General Meeting. Each common share provides the right of one vote. The Shareholders who possess common 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.