IASO S.A.
Announcement of Articles of Association modification draft
Pursuant to article 19, para. 2, L. 3556/2007 our company is informing you that the Board of Directors, at its meeting held on 06.05.2011, decided to convene the Ordinary General Shareholders Meeting on Friday, June 3, 2011 at 12:00pm, where the company's shareholders, after a lawful exercise on behalf of minority shareholders, pursuant to article 39 para. 2, codified law 2190/1920 of the right to include an additional item on the agenda, are invited to take a decision on the suggested modification of article 5 of the Company's articles of association.
In particular, we are announcing the suggested modification and the draft of the new Articles of Association, to be submitted for discussion to shareholders during the Extraordinary General Meeting on 03.06.2011. In particular, article 5 of the Company's Articles of Association is suggested to be modified as follows:
«ARTICLE 5BoD composition and incorporation
.
1. The Company's Board of Directors consists of eleven (11) to thirteen (13) members elected by the General Shareholders Meeting on a two-year term. The exact number of members is fixed by the General Meeting. 2. The candidate Board members are recommended for election at the General Meeting on the basis of lists. The number of votes in each list shall determine the members of the board to be elected from the suggested lists. Any fractions are credited to the list with the largest number of votes. The persons concentrating the highest number of votes are elected from the list.
3. The two-year term of Board members begins with their election, extending automatically until the expiry of the deadline within which the following ordinary general meeting must convene.
4. The outgoing board members can always be re-elected.
5. After its election, the Board of Directors, convened by the member with the majority of votes, is incorporated, electing the Chairman and one or two Vice-Chairmen. The Board then appoints out of its members one or more CEOs of the Company, fixing at the same time the scope of their responsibilities. When the Chairman is absent, or has another engagement, his duties shall be entirely exercised by the first Vice-Chairman. In case of Vice-Chairman's absence or impediment, the Chairman duties shall be exercised by the second or third Vice-Chairman in a row or, in case of absence or other impediment thereof, by a consultant appointed by the Board of Directors.' A draft of the Company's Articles of Association, as applying after the modifications proposed in the Ordinary General Shareholders Meeting is available on the Company web addresswww.iaso.gr), and on ATHEX web address (www.ase.gr).
In particular, we are announcing the suggested modification and the draft of the new Articles of Association, to be submitted for discussion to shareholders during the Extraordinary General Meeting on 03.06.2011. In particular, article 5 of the Company's Articles of Association is suggested to be modified as follows:
«ARTICLE 5BoD composition and incorporation
.
1. The Company's Board of Directors consists of eleven (11) to thirteen (13) members elected by the General Shareholders Meeting on a two-year term. The exact number of members is fixed by the General Meeting. 2. The candidate Board members are recommended for election at the General Meeting on the basis of lists. The number of votes in each list shall determine the members of the board to be elected from the suggested lists. Any fractions are credited to the list with the largest number of votes. The persons concentrating the highest number of votes are elected from the list.
3. The two-year term of Board members begins with their election, extending automatically until the expiry of the deadline within which the following ordinary general meeting must convene.
4. The outgoing board members can always be re-elected.
5. After its election, the Board of Directors, convened by the member with the majority of votes, is incorporated, electing the Chairman and one or two Vice-Chairmen. The Board then appoints out of its members one or more CEOs of the Company, fixing at the same time the scope of their responsibilities. When the Chairman is absent, or has another engagement, his duties shall be entirely exercised by the first Vice-Chairman. In case of Vice-Chairman's absence or impediment, the Chairman duties shall be exercised by the second or third Vice-Chairman in a row or, in case of absence or other impediment thereof, by a consultant appointed by the Board of Directors.' A draft of the Company's Articles of Association, as applying after the modifications proposed in the Ordinary General Shareholders Meeting is available on the Company web addresswww.iaso.gr), and on ATHEX web address (www.ase.gr).