Invitation to the general meeting
Invitation to 1st Repeated Extra Ordinary General Meeting of the Shareholders
According to the Law and the Company's Articles of Incorporation, the Board of Directors invites the Shareholders of the joint stock company under the name “Selonda Aquaculture S.A.” (the Company) to participate to the 1st Repeated Extra Ordinary General Meeting of the Shareholders, that will take place on March the 21st, 2012, the day being Wednesday, at 13.00hrs, at the hotel “Electra Palace”, which is located in Athens, Plaka, at 18-20, Navarchou Nikodimou Street, to discuss and resolve on the following items of the Agenda:
ITEM No.1: Submission and Approval: of the Draft Merger Contract, dated the 9th-12-2011 of the companies “INTERFISH AQUACULTURE S.A.» with d.t. “INTERFISH S.A.” and S.A. Company Reg. No. 31836/06/B/94/27, “FARADONISIA AQUACULTURE S.A.”, with d.t. “FARADONISIA S.A.” and reg. no. 67421/01/Β/08/698, “ECHINADES AQUACULTURE S.A.” with d.t. “ECHINADES S.A.” and reg. no. 64347/01/Β/07/149 (08) and “FISH PROCESSING INDUSTRY S.A.” with d.t. “FISH FILLET HELLAS” and reg. no. 50404/01/B/01/542 for their absorption from the company “SELONDA AQUACULTURE S.A.” with d.t. “SELONDA S.A.” and reg. no. 23166/06/B/90/01 pursuant to the provisions of the articles 68-77a of the Law 2190/1920 and the articles 1-5 of the Law 2166/1993 currently in effect, after the reading out of the relevant from 09/01/2012 Board of Directors Report of the company to the General Assembly pursuant to article 69 par. 4 of the Law 2190/1920 , of the report of the Board of Directors pursuant to article 4.1.4.1.3. of the Athens Stock Exchange Regulation, currently in effect, as well as the certificates of the Chartered Accountants, of the Independent Analyst and further the documents and the financial statements according to the law and the Athens Stock Exchange and ratification of all the resolutions, declarations, announcements, powers of attorney, deeds and actions of the board of directors of the companies, their servants and proxies that will have been enacted for the purposes of the Merger until the date of the meeting of the Extraordinary General Assembly.
ITEM No. 2: Approval of the Merger of the companies “INTERFISH AQUACULTURE S.A.» with d.t. “INTERFISH S.A.” and S.A. Company Reg. No. 31836/06/B/94/27, “FARADONISIA AQUACULTURE S.A.”, with d.t. “FARADONISIA S.A.” and reg. no. 67421/01/Β/08/698, “ECHINADES AQUACULTURE S.A.” with d.t. “ECHINADES S.A.” and reg. no. 64347/01/Β/07/149 (08) and “FISH PROCESSING INDUSTRY S.A.” with d.t. “FISH FILLET HELLAS” and reg. no. 50404/01/B/01/542 by absorption from the company “SELONDA AQUACULTURE S.A.” with d.t. “SELONDA S.A.” and reg. no. 23166/06/B/90/01 pursuant to the provisions of the articles 68-77a of the Law 2190/1920 and the articles 1-5 of the Law 2166/1993 currently in effect.
ITEM No. 3: Increase of the share capital of the company due to the absorption of the companies “INTERFISH AQUACULTURE S.A.” and “FISH PROCESSING INDUSTRY S.A.” – amendment of article 5 of the Articles of Incorporation of the Company and new codification.
ITEM No. 4: Grant of an irrevocable order and authorization to the Board of Directors of the company for the settlement of all the issues relating to the granting of licenses and approvals from the Capital Market Committee and the Athens Stock Exchange, the drafting and issuance of the Information Leaflet of the company concerning the Merger by absorption of the companies “INTERFISH AQUACULTURE S.A.», “FARADONISIA AQUACULTURE S.A.”, “ECHINADES AQUACULTURES.A.” and “FISH PROCESSING INDUSTRY S.A.”, the settlement of any possible arising fractural rights and several other stock exchange issues, the listing and trading of the new shares of the absorbing company after the completion of the merger procedures and any other relevant matter.
ITEM No. 5: Deliberation of the company representative for the execution of the Merger Notary deed and granting of authorization for the enactment of any other action, declaration or legal transaction indispensable for this purpose and generally for the completion of the Merger and the materialization of the resolutions of the Extraordinary General Assembly.
ITEM No. 6: Miscellaneous announcements.
In case of lack of quorum and pursuant to the provisions of the law and in order to decide upon any of the aforementioned items, the 2nd Repeated Extra Ordinary General Meeting will be held on Monday, April 2nd , 2012 at 13:00p.m. at the same place.
Pursuant to art. 26 par. 2b of the Law 2190/1920, as amended with the art. 3 of the Law 3884/2010, the Company informs the Shareholders for the following:
A. VOTING RIGHTS AND PARTICIPATION PROCEDURE AT THE GENERAL MEETING
Eligible to participate in the 1st Repeated Extra Ordinary General Meeting is any Shareholder who is registered as such with the registry of the Dematerialized Securities System managed by the Hellenic Exchanges S.A. (‘HELEX”). Proof of shareholder status on the Record Date should be obtained through a relevant written certification from HELEX or alternatively through the direct electronic link-up of the Company with the records of HELEX.
Every share has the right of one vote.
Shareholder's status should exist on 17/03/2012 (Record Date), i.e. at the beginning of the fourth (4th) day before the date of the 1st Repeated Extra Ordinary General Meeting on March 21st 2012, while the relevant written certification or electronic proof should be submitted to the Company by 18/03/2012 at the latest, i.e. on the third (3rd) day before the date of the General Meeting.
For the 2nd Repeated Extra Ordinary General Meeting, shareholder's status must exist on 29/03/2012 (Record Date), i.e. at the beginning of the fourth (4th) day before the date of the 2nd Repeated Extra Ordinary General Meeting, while the relevant written certification or electronic proof should be submitted to the Company by 30/03/2012 at the latest, i.e. on the third (3rd) day before the date of the General Meeting.
Only those who have shareholder status on the said Record Date shall be considered to be entitled to participate and vote in the General Meeting. Any shareholder who is not in compliance with the provisions of article 28a of Law 2190/1920 may participate in the 1st Repeated Extra Ordinary General Meeting only after the Meeting has provided relevant authorization.
The exercise of the above rights does not require shareholders to block their shares or comply with any other relevant procedures, which limit the ability to sell or transfer their shares in the time period between the record date and the date of the 1st Repeated Extra Ordinary General Meeting.
B. VOTING RIGHTS PROCEDURE THROUGH PROXY
The shareholder who is eligible to attend the 1st Repeated Extra Ordinary General Meeting may vote either in person or through a proxy. Each shareholder (legal entity or natural person) may appoint up to three (3) proxies for one and only General Meeting or for as many Meetings take place in a defined time.
If a shareholder holds Company's shares that are held in more than one securities account, the shareholder may appoint different proxies for the shares that are held in each securities account.
A proxy who acts for more than one shareholder may vote differently on behalf of each shareholder.
The proxy votes pursuant to the shareholder's orders, if they exist, and is obliged to file the voting orders for at least one (1) year from the date the Shareholders' Minutes record is filed within the competent authority or from the date of its promulgation, if it is necessary. The non compliance of the proxy with the obtained orders does not affect the value of the General's Meeting decisions even if the proxy's vote is a “casting vote”.
The proxy is obliged to disclose to the Company before the commencement of the 1st Repeated Extra Ordinary General Meeting any specific fact that would be useful to shareholders in order to determine whether there is a risk of the proxy serving interests other than the shareholder's interests. Within the context of this paragraph, conflict of interest may arise in cases where the proxy: a) is a controlling shareholder of the Company or is another legal entity or entity controlled by that shareholder, b) is a Member of the Board of Directors or of the management team of the Company or of a shareholder controlling the Company, or of another legal person or entity controlled by a shareholder controlling the Company, c) is an employee or certified public accountant of the Company or of a shareholder controlling the Company, or of another legal person or entity controlled by a shareholder controlling the Company, d) is the spouse or a first-degree relative of one of the natural persons referred in cases (a) to (c).
The provision of proxy or its cancellation should be submitted to the Company within at least three (3) days prior to the 1st Repeated Extra Ordinary General Meeting i.e. until 18/03/2012.
The form for the appointment of proxy is available at the Company's website www.selonda.gr. The proxy form should be submitted, completed and signed, to the Company's Head offices, 30 Navarchou Nikodimou street, Plaka, Athens, to the attention of Mrs. Andromahi Papatoli (Investor Relations Department, tel. 210 37 24 900), at least three (3) days prior to the 1st Repeated Extra Ordinary General Meeting, i.e. until 18/03/2012.
The Company's Articles of Incorporation does not foresee the possibility of participation in the 1st Repeated Extra Ordinary General Meeting electronically without the physical presence of the shareholder or the possibility of distance voting or the possibility appointing or recalling a proxy electronically.
C. AVAILABLE DOCUMENTS AND INFORMATION
The whole documents' text and the draft resolutions provided in cases (c) and (d) of article 27, par. 3 of the Law 2190/1920 are available in hard copy form at the Company's Investor Relations Department, at 30, Navarchou Nikodimou street, Plaka, Athens, to the attention of Mrs. Andromahi Papatoli, tel. 210 37 24 900.
The present invitation, the draft resolutions announced by the Board of Directors, the proxy form and any other information of article 27, par. 3 of the Law 2190/1920, including shareholders' rights, are available at the Company's website www.selonda.gr, while can be sent by post without charge to any shareholder, if he request it.
Athens, 09-03-2012
The Board of Directors