AXON S.A. HOLDING
AXON participators SA decisions of the extraordinary general meeting (CORRECTION)
AXON PARTICIPATORS SA DECISIONS OF THE EXTRAORDINARY GENERAL MEETING
Fifty seven (57) shareholders possessing 21.300.150 shares and a voting right at a ratio of 69,5389% of the total number of shares attended and were represented at the General Meeting of shareholders that took place on 8 December 2007.
The following decisions were taken at said meeting:
SUBJECT 1
The General Meeting decided by a majority 100% of the shareholders attending it or/and represented at it:
a) the approval of the Break Up Contract Plan dated from 27.09.2007 of the company called "ACHAIKI INDUSTRY OF HIGH TECHNOLOGY SA", through absorption by the Company of the branch of production of products and services of high technology and of buildings, immovable property and technical projects and through absorption of the participation branch of company "MISTRAS STOCK CORPORATION OF INVESTMENTS AND BUSINESS PARTICIPATORS".
b) The approval of the Company's Board of Directors report, analyzing the financial and legal aspect of the Break Up.
c) The approval of the Unbundled Company?s Transformation Balance Sheet dated from 31.07.2007, as well as of the report drafted on it by the appointed company of Chartered auditors called "BDO HELLENIC MODEL AUDIT SA".
d) The approval of a report drafted by an independent audit company called "SOL SA" regarding how just and reasonable the shares transaction relationship suggested in the aforementioned Break Up Contract Plan is, as well as the approval of a special report of article 289 of the Athens Stock Exchange Regulation and
e) The approval of the absorption of the branch of production of products and services of high technology and of buildings, immovable property and technical projects of the unbundled company called "ACHAIKI INDUSTRY OF HIGH TECHNOLOGY SA", according to the terms of the aforementioned Break Up Contract Plan.
SUBJECT 2
The General Meeting decided by a majority 100% of the shareholders attending it or/and represented at it the approval of:
a) publications in newspapers
b) employing audit companies to audit the accounting value of the Unbundled Company and to determine the shares exchange relationship of the companies that benefit from it
c) the publication of the summary of the Break Up Contract Plan
d) the compilation of the newsletter, of Act 3401/2005.
e) The compilation of the report of article 82 section 5 of Act 2190/1920 and of the report of article 289 of Athens Stock Exchange Regulation As well as any other act or action that was done for the purposes of Break Up, according to the applying legislation, even it was not explicitly stated.
SUBJECT 3
The General Meeting decided by a majority 100% of the shareholders attending it or/and represented at it:
a) The total increase of the Company's current share capital, which amounts to 19.222.082,10 EURO, divided into 31.511.610 common registered shares each having a registered value of 0.61 EURO, by 5.490.000 EURO, by issuing 9.000.000 new common registered shares, each having a registered value of 0.61 EURO .
b) The entire amount of the increase shall be covered i) from the influx of the share capital of the absorbed branch of production of products and services of high technology and of buildings, immovable property and technical projects of the Unbundled company which amounts to 1.434.472,00 EURO according to Act 2166/1993 and ii) from the capitalization of 4.055.554,04 EURO from the Company's Reserve Account "Difference from the issuing of shares above par", according to what is stipulated in the aforementioned approved Break Up Contract Plan dated from 27.09.2007.
c) The 9.000.000 new common registered shares that shall be issued, shall be given to the shareholders of the Unbundled Company, according to what is stipulated in the aforementioned Break Up Contract Plan dated from 27.09.2007.
d) No share fragments shall be issued.
e) The new shares that shall be issued shall grant the right to withdraw dividends from the earnings of financial year 2007, according to section 5.4 of the Break Up Contract Plan.
f) All the typical issues regarding the issuance of new shares shall be decided by the Company's Board of Directors.
After the above-mentioned information, the total Share Capital shall amount to 24.712.082,10 EURO, divided into 40.511.610 common registered shares, each having a registered value of 0,61 EURO.
SUBJECT 4
In addition, the General Meeting decided by a majority 100% of the shareholders attending it or/and represented at it to grant the Company's Board of Directors the ability to decide on the issuance of a bond loan, simple or with convertible bonds, as provided for in articles 3a and 13 section 1 of Act 2190/1920 and in the amendment of articles 4, 5 and 28 of the Company's Articles of Association.
SUBJECT 5
The General Meeting decided by a majority 100% of the shareholders attending it or/and represented at it to authorize the Company's Managing Director, Mr. Panagiotis Doumanoglou, to:
a) sign the notarial act of the Break Up and to proceed to any other action or legal act serving the completion of the Break Up
b) to sign any contract, statement or other document and to carry out any action that may be required for the realization of the Share Capital increase and for the issuance of new shares, as well as to settle any relevant issue
c) to sign any document and to carry out any action that may be required for the compilation, finalization and approval of the relevant newsletter in order to increase the share capital and to list the new common registered shares in Stock Exchange.
SUBJECT 6
There were no other issues and announcements.
Fifty seven (57) shareholders possessing 21.300.150 shares and a voting right at a ratio of 69,5389% of the total number of shares attended and were represented at the General Meeting of shareholders that took place on 8 December 2007.
The following decisions were taken at said meeting:
SUBJECT 1
The General Meeting decided by a majority 100% of the shareholders attending it or/and represented at it:
a) the approval of the Break Up Contract Plan dated from 27.09.2007 of the company called "ACHAIKI INDUSTRY OF HIGH TECHNOLOGY SA", through absorption by the Company of the branch of production of products and services of high technology and of buildings, immovable property and technical projects and through absorption of the participation branch of company "MISTRAS STOCK CORPORATION OF INVESTMENTS AND BUSINESS PARTICIPATORS".
b) The approval of the Company's Board of Directors report, analyzing the financial and legal aspect of the Break Up.
c) The approval of the Unbundled Company?s Transformation Balance Sheet dated from 31.07.2007, as well as of the report drafted on it by the appointed company of Chartered auditors called "BDO HELLENIC MODEL AUDIT SA".
d) The approval of a report drafted by an independent audit company called "SOL SA" regarding how just and reasonable the shares transaction relationship suggested in the aforementioned Break Up Contract Plan is, as well as the approval of a special report of article 289 of the Athens Stock Exchange Regulation and
e) The approval of the absorption of the branch of production of products and services of high technology and of buildings, immovable property and technical projects of the unbundled company called "ACHAIKI INDUSTRY OF HIGH TECHNOLOGY SA", according to the terms of the aforementioned Break Up Contract Plan.
SUBJECT 2
The General Meeting decided by a majority 100% of the shareholders attending it or/and represented at it the approval of:
a) publications in newspapers
b) employing audit companies to audit the accounting value of the Unbundled Company and to determine the shares exchange relationship of the companies that benefit from it
c) the publication of the summary of the Break Up Contract Plan
d) the compilation of the newsletter, of Act 3401/2005.
e) The compilation of the report of article 82 section 5 of Act 2190/1920 and of the report of article 289 of Athens Stock Exchange Regulation As well as any other act or action that was done for the purposes of Break Up, according to the applying legislation, even it was not explicitly stated.
SUBJECT 3
The General Meeting decided by a majority 100% of the shareholders attending it or/and represented at it:
a) The total increase of the Company's current share capital, which amounts to 19.222.082,10 EURO, divided into 31.511.610 common registered shares each having a registered value of 0.61 EURO, by 5.490.000 EURO, by issuing 9.000.000 new common registered shares, each having a registered value of 0.61 EURO .
b) The entire amount of the increase shall be covered i) from the influx of the share capital of the absorbed branch of production of products and services of high technology and of buildings, immovable property and technical projects of the Unbundled company which amounts to 1.434.472,00 EURO according to Act 2166/1993 and ii) from the capitalization of 4.055.554,04 EURO from the Company's Reserve Account "Difference from the issuing of shares above par", according to what is stipulated in the aforementioned approved Break Up Contract Plan dated from 27.09.2007.
c) The 9.000.000 new common registered shares that shall be issued, shall be given to the shareholders of the Unbundled Company, according to what is stipulated in the aforementioned Break Up Contract Plan dated from 27.09.2007.
d) No share fragments shall be issued.
e) The new shares that shall be issued shall grant the right to withdraw dividends from the earnings of financial year 2007, according to section 5.4 of the Break Up Contract Plan.
f) All the typical issues regarding the issuance of new shares shall be decided by the Company's Board of Directors.
After the above-mentioned information, the total Share Capital shall amount to 24.712.082,10 EURO, divided into 40.511.610 common registered shares, each having a registered value of 0,61 EURO.
SUBJECT 4
In addition, the General Meeting decided by a majority 100% of the shareholders attending it or/and represented at it to grant the Company's Board of Directors the ability to decide on the issuance of a bond loan, simple or with convertible bonds, as provided for in articles 3a and 13 section 1 of Act 2190/1920 and in the amendment of articles 4, 5 and 28 of the Company's Articles of Association.
SUBJECT 5
The General Meeting decided by a majority 100% of the shareholders attending it or/and represented at it to authorize the Company's Managing Director, Mr. Panagiotis Doumanoglou, to:
a) sign the notarial act of the Break Up and to proceed to any other action or legal act serving the completion of the Break Up
b) to sign any contract, statement or other document and to carry out any action that may be required for the realization of the Share Capital increase and for the issuance of new shares, as well as to settle any relevant issue
c) to sign any document and to carry out any action that may be required for the compilation, finalization and approval of the relevant newsletter in order to increase the share capital and to list the new common registered shares in Stock Exchange.
SUBJECT 6
There were no other issues and announcements.