On March, Wednesday 28, 2007 the First Extraordinary General Shareholders Meeting of the Company with the name "NEOCHIMIKI L.V. SOCIETE ANONYME INDUSTRIAL AND COMMERCIAL COMPANY" with the distinctive title NEOCHIMIKI S.A. (the "Company") was held, in which there were present thirty-nine (39) shareholders representing 23,391,679 shares from a total of 36,000,000 shares (i.e. 64.97%). Within the meeting, decisions were made on the following issues of the agenda:
1. Issuance of a convertible bond loan up to 100,000,000 Euros with annulment of the shareholders'' preference right and provision of authorization to the Board of Directors for the determination of the particular terms of the issuance and the disposition terms of the convertible bond loan.
The issuance of the convertible bond loan was unanimously approved, and the bond loan (the "CBL") will be convertible to Company''s shares with the annulment of the preference right of the existing shareholders. Decisions were also taken in accordance with the Law (article No. 3a of 2190/1920):
- The amount of the CBL to be raised will be up to one-hundred million Euros (100,000,000).
- The duration of the CBL will be seven (7) years.
- The type of the bonds will be anonymous bonds, with a face value up to 50,000 Euros each.
- The range of the transformation ratio was determined between one-thousand five-hundred (1,500) and two-thousand five-hundred (2,500) Company''s new shares, with nominal value of 0.30 Euros each, for every bond. The final price or the final transformation ratio will be determined from the Board of Directors at the issuance of the convertible bond loan.
- Authorization to the Board of Directors was provided to determine the specific and other necessary terms of the issuance, contracting, organizing, disposition and in general operating of the CBL.
- The Company''s Board of Directors report was transmitted, according to which, the structure of the CBL issuance at the current stage can be summarized as follows:
a. The company will establish a specialized purpose company with the name "NEOCHIMIKI LUXEMBOURG S.A." in Luxembourg, which will utterly undertake the CBL.
b. NEOCHIMIKI LUXEMBOURG S.A. will raise the capital to undertake the CBL from the issuance of an exchangeable bond loan (henceforth "EBL"), which will be undertaken from other investors. The bills to be issued under the EBL (henceforth "Bills") will be changeable with the bonds, which the Company will issue, according to the terms of the CBL (henceforth "Bonds"). The Bills will be listed for transaction to Luxembourg''s Stock Market and more specifically in the market named Euro MTF Market. The completion of the pecuniary obligations of NEOCHIMIKI LUXEMBOURG S.A. under the Bills and the Trust Deed, according to the following denotation, will be guaranteed by the Company.
2. Approval of the replacement Board of Directors'' members.
The Company''s Board of Directors decisions as of 03.07.2006 and 29.12.2006 were unanimously approved and ratified, with which there were elected as members of the BoD, Mr. Ioannis Minayas and Mrs. Hariklia Apostolopoulou, in replacement of the resigned members Mr. Evangelos Lytras and Theodor Lytras on 03rd.07.2006, while on 29th.12.2006 Mr. Constantine Moutsos and Grammatiki Arvaniti were elected as Vice President and member of the Board of Directors respectively, in replacement of the resigned members Mr. Grigorios Kyritsakas and Hariklia Apostolopoulou.
3. Cancellation of Transient Provisions of the Company''s Articles of association and its codification in a discourse.
It is approved by majority the cancellation of the transient provisions of the Company''s Articles of association and specifically Chapter 9th from the article No. 50 to the article No. 60 and it codification in a discourse.