Monday, August 29, 2011

Decisions of the 2nd Repeat Extraordinary General Shareholder's Meeting

The company with corporate name "ALAPIS HOLDING INDUSTRIAL AND COMMERCIAL SOCIETE ANONYME OF PHARMACEUTICAL & CHEMICAL PRODUCTS" and the distinctive title "ALAPIS SA" (hereinafter the Company) announces that at the 2nd Repeat Extraordinary General Shareholders Meeting (EGM) which was held on 29.08.2011 a total of 77 shareholders representing 14,204,727 shares, equal to 28.97% out of a total Company shares and voting rights, participated by attending either in person or via proxy holder, or by distance voting, in order to resolve on the following items of the daily agenda as reported at the shareholders invitation dated 11.07.2011, which was lawfully published on 12.07.2011, since they were not discussed at the 02.08.2011 Extraordinary General Shareholders Meeting and the 18.08.2011 1st Repeat Extraordinary General Shareholders Meeting, due to lack of necessary quorum required by the Law and the Company’s articles of association.   AGENDA ITEMS 1. Revocation of the decision on the 3rd item of the daily agenda of the Extraordinary General Meeting dated 04.04.2011, that was resolved by the 2nd Repeat Meeting dated 26.04.2011, for the increase of the Company’s share capital by payment of cash, with pre-emption rights in favour of the existing shareholders and issuance of new common registered shares, for the grant of relevant authorizations to the Company’s Board of Directors and for the modification of article 5 of the Company’s articles of association. New decision for the increase of the Company’s share capital by payment of cash, with pre-emption rights in favour of the existing shareholders and issuance of new common registered shares. Grant of relevant authorizations to the Company’s Board of Directors. Modification of article 5 of the Company’s articles of association. 2. Miscellaneous – notices.   As regards the first item of the daily agenda, the EGM approved by 14,187,946 votes in favour, namely 99.92% of the shareholders voted and 11,170 votes against, namely 0.08% of the shareholders voted, the revocation of the decision on the 3rd item of the daily agenda of the Extraordinary General Meeting dated 04.04.2011, that was resolved by the 2nd Repeat Meeting dated 26.04.2011, for the increase of the Company’s share capital by payment of cash, with pre-emption rights in favour of the existing shareholders and issuance of new common registered shares, for the grant of relevant authorizations to the Company’s Board of Directors and for the modification of article 5 of the Company’s articles of association. In addition, the EGM approved the increase of the Company’s share capital by €98,060,022 through payment of cash, the issuance of up to 326,866,740 new common dematerialized voting shares in book entry form at a nominal value of €0.30 per share (the “New Shares”) at a ratio of 20 New Shares for 3 existing shares, with pre-emption rights in favour of its existing shareholders (the “Increase”). Moreover, the EGM to granted the authority to the Company’s Board of Directors, pursuant to article 13 par. 6 of Codified Law 2190/1920, to determine the issue price per New Share (the “Issue Price”), which may be higher than the Company’s outstanding shares’ market price at the ex-rights date and in any case it cannot be lower than €0.30, within a period of one year from such a decision, as well as to determine the deadlines for the payment of capital and the exercise of the preemptive rights together with the remaining details concerning the Increase. It is noted that the deadline for the coverage of the share capital in accordance to article 11 of Codified Law 2190/1920 (four-month period plus the option for a one-month extension) will commence from the date the decision will be taken by the Board of Directors that determines the Issue Price. The difference, if any, between the New Shares’ nominal value and the Issue Price, will be accounted for by crediting the Shareholders Equity account, “Share Premium”. Also, the EGM approved to give to the Company’s shareholders, who have fully exercised their pre-emption rights in the Increase, the possibility to subscribe, without limitation at the Issue Price, to any New Shares that may have not been taken-up, while in case the Increase is not taken-up in full, it is suggested that the Board of Directors will have the discretion to offer any unsubscribed New Shares to third parties for subscription at least at the Issue Price, otherwise the Company’s share capital will be increased by the amount of the final take-up, in accordance with article 13a of C.L. 2190/1920. Moreover, the EGM approved the sale of the pre-emption rights arising from the total of 1,789,468 treasury shares of the Company during the trading period of such rights on the Athens Exchange, to the extent that such shares have not previously been sold to potential interested third party investors and finally, approved the amendment of article 5 of the Company’s articles of association. It is noted that 2 shareholders representing 5,611 shares, namely 0.04% of the shareholders presented, declared abstention.   No other announcements were made during this meeting.

For any further clarifications, please contact our Investor Relations department   Tel: +30 213 0175056 E-mail: ir@alapis.eu