Resolutions of the 1st Iterative General Meeting of Shareholders of 11 July 2012
NIREUS AQUACULTURE S.A. announces that the 1st Iterative General Meeting of Shareholders that was held on July the 11th, 2012 at 15:00 hours at the registered office of the Company, 1st km Koropiou-Varis Ave. & Dimokritou Str., Koropi, Attiki, was attended by person or in proxy by 49 shareholders representing 37.299.041 shares out of a total 63.629.893 shares, namely 58,62%. The meeting discussed the agenda items 8 and 9 of the invitation for the General Meeting issued by the Board of Directors on 31.05.2012 that required increased quorum according to the Company's Articles of Association and C.L. 2190/1920.
The voting results of the 11 July 2012 meeting are presented hereunder per agenda item, pursuant to article 10 of Law 3884/2010:
Item 8
Approved the amendment of the terms of the Convertible Bond Loan (CBL) - effective on 12.07.2012 - with an initial balance of €19.995.575,10 that was issued on 12.07.2007 according to the Resolutions of the 1st Iterative Extraordinary Meeting of 11.04.2007, and which terms are presented at the Draft Decision of 04.06.2012 and the Company's announcement, as follows:
- the outstanding balance of this loan, including intermediate payments will amount to € 23.968.734,66 on 12.07.2012
- the Loan is extended for three years and will mature on 12.07.2015
- the Loan will be repaid in five instalments (each of the first four instalments will be equal to € 1,500,000 and the 5th to €17,968,734.66 – the 1st instalment will be payable on 12.07.2013 and the following per semester) and the redemption price will amount to 100% of the nominal value of the bond
- the nominal value of each bond will be €12.49
- the annual coupon rate will equal 6-month EURIBOR plus a margin of 5%, this margin will equal 7% per annum in the event of a Breach of Contract
- the right of conversion of the bonds to shares can be exercised at each quarter
- each (1) bond will grant the Bondholder the option of conversion to 9,251852 common registered shares of the Company (of nominal value €1,34 each, with voting rights)
- the conversion price will equal € 1,35 per share
- the financial ratios that must be maintained by the Company have been amended.
The other terms of the aforementioned CBL remain unchanged.
Number of ordinary shares for which valid votes were cast: 37.299.041
Percentage on the Company's share capital: 58,62%
Number of votes for: 37.299.041, against: 0, abstain: 0
Percentage of votes on the Company' share capital for: 58,62%, against: 0%, abstain: 0%
Finally, it is clarified that the starting price for the trading of the bond on 12.07.2012 will be the same with the closing price of 11.07.2012.
Item 9
Granted authorization to the Board of Directors for the specification of the amendment terms and the execution of the agreement with the Bond Holders' Representative and the execution of all necessary actions in order for the amendment of the terms to be completed.
Number of ordinary shares for which valid votes were cast: 37.299.041
Percentage on the Company's share capital: 58,62%
Number of votes for: 37.299.041, against: 0, abstain: 0
Percentage of votes on the Company' share capital for: 58,62%, against: 0%, abstain: 0%