During the Shareholders Extraordinary General Meeting of S&B Industrial Minerals S.A. (S&B) held on January 11, 2008, 75.23% of the share capital was represented, corresponding to 23,229,111 out of a total of 30,876,660 shares. From the above present shareholders, those representing 72.39% of the share capital blocked their shares in time and those representing 2.84% of their share capital, behind time.
The following issues were firmly approved:
1. Share capital increase through capitalization of reserves "Share premium account" and without issuance of new shares, but through increase of each share's nominal value.
2. Share capital decrease with distribution-in-kind of the entire amount to shareholders (distribution of the shares of a listed in the Athens Stock Exchange entity, of which the company is the owner) and payment in cash, without any share annulment, but through decrease of each share's nominal value.
3. Amendment of articles 4 and 5 of the company's Articles of Association.
4. Empowerment to the company's Board of Directors, in order to distribute any remaining shares after their distribution to shareholders.
5. Approval of contract with members of the Board of Directors in accordance to article 23a of Law 2190/20.
Regarding the first and second issue of the daily agenda, it was unanimously approved to increase the company's share capital, which today amounts to 30,876,660 euro comprising of 30,876,660 common shares of 1 euro nominal value each, by the amount of 19,452,295.80 euro, without issuing new shares, but by increasing the nominal value of existing shares (30,876,660) by 0.63 euro per share resulting in 1.63 euro nominal value per share, through capitalization of corresponding amounts from the "share premium account". Accordingly, a share capital decrease was approved by the amount of 19,452,295.80 euro, without annulment of shares, but by decreasing each share's nominal value by 0.63 euro, and resulting in 1.00 euro nominal value per share.
It was further approved that the capital decrease will be given in full to the company's old shareholders in-kind and, more specifically, through the distribution of 2,806,969 shares of "MOTODYNAMICS SA" with a ratio of 1 share per 11 shares of S&B held. The valuation of shares of "MOTODYNAMICS SA" resulted according to the provisions of article 9a of C.L. 2190/20, valid on the date of the General Meeting. Since the valuation amount covered in full the amount of the capital increase, no difference resulted to be paid in cash to shareholders.
On the third subject, the General Meeting -following the decisions on the first two subjects- unanimously approved the amendment of articles 4 and 5 of the Articles of Association. As a result, the share capital amounts currently to 30,876,660 euro comprising of 30,876,660 common shares with a par value of 1 euro each.
On the fourth subject of the agenda the General Meeting unanimously approved authorization of the Board of Directors to settle, according to its judgment, the issue of the remaining shares of the company "MOTODYNAMICS SA", which will arise after the capital decrease and the distribution to S&B shareholders.
On the fifth subject of the agenda, the transfer of 780 shares of "PARNASSOS INSURANCE SA" from the members of the Board of Directors, Mr Ulysses Kyriakopoulos and Mrs. Aikaterini Kyriakopoulou, to S&B amounting to euro 183,502, was approved. As a result, S&B, holding currently 59% of shares in the above company, will acquire the shares of the above persons representing 39% and, following the acquisition of the remaining 2% from a third party, will be the owner of the total share capital of company "PARNASSOS INSURANCE S.A.", with the intention of absorbing this company through merger with S&B.