NIREUS S.A.
Decisions of the Extraordinary General Shareholders Meeting
On 10.12.2007, Monday and at 10 a.m., the Extraordinary General Shareholders Meeting of NIREUS SA took place at the company's registered offices. During the General Meeting, 36 shareholders representing 38,48% of the company's shares with voting right were present (19.687.615 shares out of 51.165.773 shares), and thus the company had the required by law quorum to make decision on all the daily agenda issues. Specifically, the above meeting approved unanimously:
1.(a) The spin off of the confectionary unit and its transfer to the 100% subsidiary MARANT FINANCE S.A according to the provisions of Law 2166/93 and based on the assets of the unit as they are represented on the accounts transformation statement of 30.9.2007 (b) all the actions of the Board of Directors associated with the above transfer (c) the auditor's report confirming the book value of the spinned off unit.
2.The appointment of Mr. Nicholaos Chaviaras, Vice Chairman and CEO, as the representative of the company for the signing of the act of transfer in the presence of notary.
3.A share capital increase via capitalization of reserves and the consequent amendment of the article 5 of the Company's Articles of Association. The company's share capital increased by 1.030.605,46 euros to enable the company to participate in an investment program approved under EPAL 2000-2006. Following the aforementioned increase, the company's share capital amounts to 78.326.014,96 euros and is divided into 51.530.273 registered shares of nominal value 1,52 euros each.
4.The amendments of articles 6, 17, 20, 23, 25, 30, 33 and an addition to paragraph 2 of article 58 of the Articles of Association in order to be harmonized to the provisions of L. 2190/1920 as they were modified by L. 3604/2007.
1.(a) The spin off of the confectionary unit and its transfer to the 100% subsidiary MARANT FINANCE S.A according to the provisions of Law 2166/93 and based on the assets of the unit as they are represented on the accounts transformation statement of 30.9.2007 (b) all the actions of the Board of Directors associated with the above transfer (c) the auditor's report confirming the book value of the spinned off unit.
2.The appointment of Mr. Nicholaos Chaviaras, Vice Chairman and CEO, as the representative of the company for the signing of the act of transfer in the presence of notary.
3.A share capital increase via capitalization of reserves and the consequent amendment of the article 5 of the Company's Articles of Association. The company's share capital increased by 1.030.605,46 euros to enable the company to participate in an investment program approved under EPAL 2000-2006. Following the aforementioned increase, the company's share capital amounts to 78.326.014,96 euros and is divided into 51.530.273 registered shares of nominal value 1,52 euros each.
4.The amendments of articles 6, 17, 20, 23, 25, 30, 33 and an addition to paragraph 2 of article 58 of the Articles of Association in order to be harmonized to the provisions of L. 2190/1920 as they were modified by L. 3604/2007.