MINOAN LINES SA
Resolutions of the second Extraordinary General Meeting.
The second Extraordinary General Meeting of the shareholders of Minoan Lines S.A. which was held in Heraklion, Greece on Friday 23rd November 2007, represented by 31,298,798 shares (percentage 44.13%), for discussing and passing resolutions on the following subject: Amendment of article 39 para 3 and article 17 of the articles of incorporation of the Company, by inserting a provision conferring to the Board of Directors of the Company the power to issue an ordinary bond loan subject to the provisions of articles 8 and 9 of law 3156/2003 passed the following resolutions with 99.05%:
- Article 17
The Board of Directors shall have the powers of administration and representation of the Company and decide on all matters related with the Company within the Company's objects save for those which according to the law and the articles of incorporation of the Company make part of the extraordinary powers of the General Assembly. The Board of Directors shall have the power to issue bond loans save for the issue of convertible and profit sharing bonds (articles 8 and 9 of law 3156/2003).
- Article 39 paragraph 3
3. Exceptionally, in cases of resolutions concerning the change of nationality of the Company, the change of nature of its business object, the raise of the shareholders obligations, the increase of its capital stock that is not provided under the Articles, pursuant to article 13 paragraphs 1 and 2 of codified law 2190/1920, unless imposed by the law or made by capitalization of reserves, the decrease of the capital stock, unless made pursuant to article 16 paragraph 6 of codified law 2190/1920, the modification of allocation of profits, the merger, split-up, conversion, revival, extension of the duration of the Company or the dissolution thereof, granting or renewing empowerment of the Board of Directors to increase the capital stock pursuant to article 13 paragraph 1 of codified law 2190/1920, and in all other cases provided by law, it shall be required for forming a quorum and for validly discussing and resolving on the agenda that the shareholders attending the General Assembly in person or by proxy shall represent at least two thirds (2/3) of the paid up capital of the Company.
- Article 17
The Board of Directors shall have the powers of administration and representation of the Company and decide on all matters related with the Company within the Company's objects save for those which according to the law and the articles of incorporation of the Company make part of the extraordinary powers of the General Assembly. The Board of Directors shall have the power to issue bond loans save for the issue of convertible and profit sharing bonds (articles 8 and 9 of law 3156/2003).
- Article 39 paragraph 3
3. Exceptionally, in cases of resolutions concerning the change of nationality of the Company, the change of nature of its business object, the raise of the shareholders obligations, the increase of its capital stock that is not provided under the Articles, pursuant to article 13 paragraphs 1 and 2 of codified law 2190/1920, unless imposed by the law or made by capitalization of reserves, the decrease of the capital stock, unless made pursuant to article 16 paragraph 6 of codified law 2190/1920, the modification of allocation of profits, the merger, split-up, conversion, revival, extension of the duration of the Company or the dissolution thereof, granting or renewing empowerment of the Board of Directors to increase the capital stock pursuant to article 13 paragraph 1 of codified law 2190/1920, and in all other cases provided by law, it shall be required for forming a quorum and for validly discussing and resolving on the agenda that the shareholders attending the General Assembly in person or by proxy shall represent at least two thirds (2/3) of the paid up capital of the Company.