GOODY'S S.A. announces that at the Ordinary General Assembly of the Shareholders, that took place today, Friday June, 2 2006 at 14:00, at its offices, Lida Maria Buildings, Thermi Thessaloniki, attended thirteen (13) shareholders, representing 79.79 % of the share capital. The General Assembly approved unanimously the following :
1) The Annual Financial Statements of fiscal year 1/1/2005-31/12/2005 and the Consolidated Financial Statements of fiscal year 1/1/2005-31/12/2005.
2) The release of the BoD members and the Certified Auditor-Accountant from any compensation liability of the fiscal year 2005.
3) The appointment of the Audit Firm BKR PROTYPOS ELEGTIKI S.A. for the fiscal year 2006.
4) The appointment of Mr. Nikolaos Markopoulos as a new member of the BoD replacing Mr. Justin Michael Spencer Jenk.
5) The BoD non-salary compensations for the fiscal year 2006.
6) The agreements with affiliate companies of the Group.
7) The granting of permission to the members of the BoD and to the company's directors, to participate in the BoD and management of other companies, pursuing similar purposes.
8) The merger through absorption of the companies: "Chipita International SA", "General Foods SA", "Goody's" and "Delta Dairy SA" ("Absorbed Companies") by the company "DELTA HOLDINGS S.A." according to articles 69-78 of the law 2190/20 AND ARTICLES 1-5 OG LAW 2166/1993 and more specifically:
i) the Draft Merger Agreement dated 24.3.2006.
ii) the BoD's explanatory report according to article 69, paragraph 4 of law 2190/1920.
iii) the Auditors' reports in accordance with law 2166/1993, as well as the reports of the Audit Firms "Grant Thornton SA" and "KPMG Kyriakou Certified Auditors S.A.: for the reasonability and fairness of the exchange rates of the shares.
iv) the Company's merger according to article 72 of law 2190/1920.
9) The appointment of Mr. Seimanidis Sotirios and Mr. Markopoulos Nikolaos as representatives for the signing of the notarial merger agreement according to article 74 of law 2190/1920.
10) The granting of authorization to the BoD to decide on all other issues arising from the merger (e.g. fractional rights) according to the current stock exchange laws.
11) Τhe distribution of a 0,50 euro per share dividend, the payment of which will take place from 15/6/2006 to 31/10/2006 through the branch network of ALPHA BANK. Beneficiaries of the above dividend are shareholders of the company at the closing session of the Athens Stock Exchange on June 5, 2006, and the ex-dividend date will be June 6, 2006. For the payment of the dividend there will be a detailed announcement by the Board of Directors.