MIG HOLDINGS S.A.
Notice To The Ordinary General Meeting Of Shareholders
Upon decision of the Board of Directors of the company under the name "MARFIN INVESTMENT GROUP HOLDINGS S.A.", adopted at its meeting of 30.4.2008, the Shareholders of the Company are invited to attend the Ordinary General Meeting on Monday, May 26th 2008 at 17:00 hours, at the conference room on the ground floor of the premises of the "Investment Bank of Greece S.A.", located in Maroussi of Attica, at 24 B Kifissias Avenue, in order to deliberate on the following items on the agenda:
1. Submission and approval of the Individual and Consolidated Annual Financial Statements of the fiscal year 2007, the Management Report of the Board of Directors and the Audit Report of the Chartered Accountant / Auditor.
2. Discharge of the Members of the Board and Chartered Accountant / Auditor from all liability with regard to the activities of fiscal year 2007.
3. Appointment of an Accounting / Auditing Firm and of one ordinary and one substitute Chartered Accountant / Auditor from the Body of Chartered Accountants for the fiscal year 2008. Determination of their remuneration.
4. Submission and approval of the Report of Activities of the Nomination and Remuneration Committee to the Ordinary General Meeting of Shareholders.
5. Increase of the Company's share capital through capitalization of reserves, with a respective increase of the nominal value of each share. Amendment of article 5 para. 1 of the Company's Articles.
6. Decrease of the Company's share capital through cash refunding to the shareholders, with a respective decrease of the nominal value of each share. Further amendment of article 5 para. 1 of the Company's Articles.
7. Harmonization of the Company's Articles with the provisions of codified law 2190/1920 "Regarding societes anonymes and other provisions" as in force after its amendment with law 3604/2007. - Amendment of article 5 (Share Capital), 6 (Shares), 7 (Rights and Obligations of Shareholders), 8 (Minority Rights - Extraordinary Audit), 10 (Convocation of the General Meeting), 11 (Notice - Agenda of the General Meeting), 12 (Deposition of Shares - Representation), 14 (Simple quorum and majority at the General Meeting), 15 (Extraordinary quorum and majority at the General Meeting), 16 (Chairman - Secretary of the General Meeting), 17 (Agenda - Minutes), 19 (Composition and term of the Board of Directors), 20 (Powers - Competency of the Board of Directors), 22 (Substitution of Board members), 23 (Convocation of Board of Directors' Meetings), 24 (Representation of Members - Quorum - Majority), 25 (Minutes of the Board of Directors), 26 (Indemnity of the members of the Board of Directors), 27 (Non-Competition), 28 (Auditors), 30 (Annual Financial Statements), 31 (Distribution of Profits), 32 (Reasons for winding up of the Company) και 33 (Liquidation), as well as any other relevant provision of the Company's Articles.
8. Approval of new members of the Board appointed in replacement of resigned members.
9. Election of new Board of Directors. - Appointment of Independent Members of the Board.
10. Election of Members to the Nomination & Remuneration Committee of the Company.
11. Regulation of co-operation with the Advisory Board.
12. Approval of contracts and remunerations pursuant to articles 23a and 24 of codified law 2190/1920.
In case that the quorum required by the Law for deliberation on any of the items on the Agenda is not attained, the 1st Reiterative Ordinary General Meeting will be held on Monday, June 9th 2008 at 17:00 hours and at the same premises, and the 2nd Reiterative Ordinary General Meeting (if required) will be held on Monday, June 23rd 2008, at 17:00 hours and at the same premises.
The items on the Agenda of any Reiterative Ordinary General Meetings will be those listed above, excluding the items on which it shall have been possible to deliberate.
All Shareholders are entitled to attend the Meeting pursuant to the Articles, either in person or by proxy. Those of the Shareholders wishing to participate at the Ordinary General Meeting and any Reiterative Meeting thereof should block the entirety or part of their shares through the Administrator of the Account where their shares are registered, at the Incorporeal Securities System, or through Hellenic Stock Exchanges S.A. (former Central Securities Depository - HSE) in respect of shares registered in their Special Account, and submit to the Company's Treasurer (24, Kifissias Avenue, Maroussi, Attica) the relevant Certificate of blockage issued by the Administrator or HSE respectively, together with any documents authorizing their proxy, at least five (5) full days prior to the date scheduled for the Ordinary General Meeting or any Reiterative General Meeting thereof.
1. Submission and approval of the Individual and Consolidated Annual Financial Statements of the fiscal year 2007, the Management Report of the Board of Directors and the Audit Report of the Chartered Accountant / Auditor.
2. Discharge of the Members of the Board and Chartered Accountant / Auditor from all liability with regard to the activities of fiscal year 2007.
3. Appointment of an Accounting / Auditing Firm and of one ordinary and one substitute Chartered Accountant / Auditor from the Body of Chartered Accountants for the fiscal year 2008. Determination of their remuneration.
4. Submission and approval of the Report of Activities of the Nomination and Remuneration Committee to the Ordinary General Meeting of Shareholders.
5. Increase of the Company's share capital through capitalization of reserves, with a respective increase of the nominal value of each share. Amendment of article 5 para. 1 of the Company's Articles.
6. Decrease of the Company's share capital through cash refunding to the shareholders, with a respective decrease of the nominal value of each share. Further amendment of article 5 para. 1 of the Company's Articles.
7. Harmonization of the Company's Articles with the provisions of codified law 2190/1920 "Regarding societes anonymes and other provisions" as in force after its amendment with law 3604/2007. - Amendment of article 5 (Share Capital), 6 (Shares), 7 (Rights and Obligations of Shareholders), 8 (Minority Rights - Extraordinary Audit), 10 (Convocation of the General Meeting), 11 (Notice - Agenda of the General Meeting), 12 (Deposition of Shares - Representation), 14 (Simple quorum and majority at the General Meeting), 15 (Extraordinary quorum and majority at the General Meeting), 16 (Chairman - Secretary of the General Meeting), 17 (Agenda - Minutes), 19 (Composition and term of the Board of Directors), 20 (Powers - Competency of the Board of Directors), 22 (Substitution of Board members), 23 (Convocation of Board of Directors' Meetings), 24 (Representation of Members - Quorum - Majority), 25 (Minutes of the Board of Directors), 26 (Indemnity of the members of the Board of Directors), 27 (Non-Competition), 28 (Auditors), 30 (Annual Financial Statements), 31 (Distribution of Profits), 32 (Reasons for winding up of the Company) και 33 (Liquidation), as well as any other relevant provision of the Company's Articles.
8. Approval of new members of the Board appointed in replacement of resigned members.
9. Election of new Board of Directors. - Appointment of Independent Members of the Board.
10. Election of Members to the Nomination & Remuneration Committee of the Company.
11. Regulation of co-operation with the Advisory Board.
12. Approval of contracts and remunerations pursuant to articles 23a and 24 of codified law 2190/1920.
In case that the quorum required by the Law for deliberation on any of the items on the Agenda is not attained, the 1st Reiterative Ordinary General Meeting will be held on Monday, June 9th 2008 at 17:00 hours and at the same premises, and the 2nd Reiterative Ordinary General Meeting (if required) will be held on Monday, June 23rd 2008, at 17:00 hours and at the same premises.
The items on the Agenda of any Reiterative Ordinary General Meetings will be those listed above, excluding the items on which it shall have been possible to deliberate.
All Shareholders are entitled to attend the Meeting pursuant to the Articles, either in person or by proxy. Those of the Shareholders wishing to participate at the Ordinary General Meeting and any Reiterative Meeting thereof should block the entirety or part of their shares through the Administrator of the Account where their shares are registered, at the Incorporeal Securities System, or through Hellenic Stock Exchanges S.A. (former Central Securities Depository - HSE) in respect of shares registered in their Special Account, and submit to the Company's Treasurer (24, Kifissias Avenue, Maroussi, Attica) the relevant Certificate of blockage issued by the Administrator or HSE respectively, together with any documents authorizing their proxy, at least five (5) full days prior to the date scheduled for the Ordinary General Meeting or any Reiterative General Meeting thereof.