Notos Com Holdings SA announces that on July 31st, 2007, the second discussion of the 1st Repetition of the Annual General Meeting took place, in order to discuss and decide on the following items of the Agenda:
AGENDA
1) Submission for approval of the Company and the Consolidated Financial Statements, the relevant Board of Directors and Auditor Reports for the fiscal period 1/1/2006 - 31/12/2006.
2) Release of the Board of Director's members and the Certified Chartered Accountant of the Company from any liability related to the Financial Statements for the year ended 31/12/2006.
3) Appointment of a regular Certified Chartered Accountant for the fiscal period 2007 and approval of their remuneration.
4) Election of a new Board of Directors
5) Provision of a permit to members of the company's Board of Directors to participate in the management of other companies with the same or similar activity.
6) Approval of remuneration and expenses paid to members of the Board of Directors and pre-approval of remuneration and expenses to be paid to same.
7) Approval of dividend distribution to the shareholders for FY 2006 and remuneration of Members of the Board of Directors.
8) Approval of the merger by absorption by Tramoundana Holdings SA in accordance with stipulations of L.2190/1920 (Article 69 in combination with Article 79) and L.2166/1993. More specifically:
(i) Approval of the Draft Merger by Absorption Contract dd April 2nd, 2007.
(ii) Approval of the Board of Directors Explanatory Report dd April 2nd, 2007
(iii) Approval of the Auditor Report regarding the calculation of the book value of the company's assets, according to stipulations of L.2166/1993 in addition with the valuations reports of HSBC Pantelakis Securities SA and Ernst & Young Chartered Accountants SA re the fairness, reasonableness and rationality of the proposed acquisition price
(iv) Approval of the Merger by Absorption of the company in accordance with Article 72 of L.2190/1920
(v) Appointment of a representative for the signing of the Merger Contract in accordance with Article 74 of L.2190/1920
9) Authorization to the Board of Directors to deal with all issues that may arise pertaining to the merger.
10) Miscellaneous announcements.
No shareholder was present for the General Meeting. Consequently, no discussion took place and no decisions were taken for items 1 to 7 and item 10 of the Agenda, while for items 8 and 9, the Board of Directors will call a 2nd Repetition of the Annual General Meeting within the time frame and in accordance with procedures envisaged by the relevant legislation. In addition, the Board of Directors will call for a new General Meeting in order to discuss and decide on the other items of the Agenda.