SCIENS INTERNATIONAL INVESTMENTS AND HOLDINGS SA
Resolutions of the General Meeting
Resolutions of the General Meeting - It is notified by the Company "SCIENS INTERNATIONAL INVESTMENTS & HOLDINGS S.A." (hereinafter the "Company") that an Extraordinary General Meeting of the Shareholders of the Company was held on Tuesday, 05.02.2008, at 10.30 a.m., at the offices of the Company located in Athens, at 10 Solonos St., at which a total of fifteen (15) Shareholders were present (either in person or by representative), who represented 123,282,608 shares, i.e. 75.61% of the share capital and of the voting rights of the Company.
The items of the Agenda included in the relevant invitation of the Shareholders of the Company where the following:
1. Granting of authorization to the Board of Directors of the Company to issue Convertible Bond Loan (articles 3a and 13 par.1 of c.l. 2190/1920, article 6 par. 1 of the Articles of Association of the Company).
2. Acquisition of own shares according to the article 16 of c.l. 2190/1920.
3. Amendment - addition to the terms of the stock option plan to the employees of the Company, by means of pre-emption rights for the purchase of shares (stock option plan), according to article 13 par 13 c.l. 2190/1920, which was approved by the Ordinary General Meeting of the Shareholders of the Company of 02.06.2006 and amended by the First Repetitive General Meeting of the Shareholders of the Company of 13.07.2007.
4. Amendment of the use and the timetable of the period for the disposal of funds raised from the share capital increase of the Company, resolved by the First Repetitive General Meeting of the Shareholders of the Company dated 13.07.2007 and completed on 10.12.2007 - Granting of authorization to the Board of Directors of the Company for the up-date of the above amended timetable.
5. Miscellaneous and announcements.
Shareholders representing 123,282,608 Shares (corresponding to 75.61% of the share capital) participated in the voting procedure for all the above items, i.e. a percentage of 100% of the attending Shareholders.
The resolutions adopted in relation to the above items of the agenda are as follows:
1. In relation to the first item of the Agenda, the General Meeting of the Shareholders unanimously resolved, i.e. with 123,282,608 votes, and a percentage of 100% of the Shareholders that attended the Meeting and voted, the granting for a period of five years, of authorization to the Board of Directors of the Company to issue, pursuant to the provisions of articles 3a and 13 paragraph 1 of the c.l. 2190/1920 and 6 paragraph 1 of the Articles of Association of the Company, a bond loan with a right of conversion of the bonds to shares that will be issued within the framework of the increase of the share capital for an amount that cannot exceed today's paid-up share capital of the Company, i.e. the amount of Euro 97,832,689.20.
2. In relation to the second item of the Agenda, the General Meeting of the Shareholders unanimously approved and resolved, i.e. with 123,282,608 votes, and a percentage of 100% of the Shareholders that attended the Meeting and voted, the purchase of its own shares, up to 1/10 of the paid-up share capital of the Company, i.e. up to a total of 16,305,448 shares, with a maximum purchase price five (5) Euro and a lower purchase price fifty cents of a Euro (?0.50) per share, by which (the price) the purchases are permitted to be realized within a period of twenty four (24) months from the date hereof, pursuant to the provisions of article 16 of the c.l. 2190/1920, as today in force. The Company shall be entitled to use the own shares it shall acquire pursuant to article 16 of the c.l. 2190/1920, in whole or in part for the performance of the option rights within the context of the existing stock-option plan, which was resolved by the General Meeting on 02.06.2006, pursuant to Article 13 of the c.l. 2190/1920, as in force from time to time, following a resolution of the General Meeting for its amendment, having as beneficiaries members of the Board of Directors (executive or not) and the Company's employees and/or the affiliated companies within the meaning of Article 42e par. 5 of the Codified Law 2190/1920, and/or within the framework of another stock-option plan that may be adopted in the future by the General Meeting. In addition, the General Meeting of the Shareholders authorized the Board of Directors of the Company to proceed with all actions necessary for the implementation of this resolution.
3. In relation to the third item of the Agenda, the General Meeting of the Shareholders unanimously approved and resolved i.e. with 123,282,608 votes, and a percentage of 100% of the Shareholders that attended the Meeting and voted, the amendment - addition to the terms of the stock-option plan that was approved by the Ordinary General Meeting of the Shareholders of the Company on 02.06.2006 and was amended by the 1st Repetitive General Meeting of the Shareholders of the Company on 13.07.2007, in the form of the pre-emption rights for the purchase of shares, pursuant to article 13 paragraph 13 of the c.l. 2190/1920, to members of the Board of Directors (executive or not) and to the Company's employees and/or the affiliated companies within the meaning of article 42e par. 5 of the c.l. 2190/1920. The maximum number of shares that the Company shall be entitled to issue within the context of the plan for the total of beneficiaries amounts to 10% of the total number of the existing shares of the Company, while the sale price of these shares shall remain in Euro 2.42 per share. The duration of the said plan remains six years and expires on 02.06.2012.
4. In relation to the forth item of the Agenda, the General Meeting of the Shareholders unanimously approved and resolved i.e. with 123,282,608 votes, and a percentage of 100% of the Shareholders that attended the Meeting and voted, the amendment of the use and of the time schedule of the period for the disposal of funds derived from the increase of the share capital of the Company which was resolved by the 1st Repetitive General Meeting of the Shareholders on 13.07.2007 and was supplemented on 10.12.2007 (the "Increase"). In particular, it was resolved, that a part of the funds raised by the increase (i.e. an amount of Euro 5,000,000), after the deduction of the respective issue costs, to be disposed for the operational needs of the Company, so that the Company will not be forced to proceed with a short-term high-cost loan. In addition, it was resolved that the period of disposal of the funds that derived from the Increase will be extended until the end of 2008 and hence the realization of the investment of the funds that derived from the Increase to be completed until the end of 2008. It is noted that the alteration of the time schedule was deemed necessary since, due to the delay of the adoption of approvals required by various authorities in relation to the Increase, this was not concluded within the expected time schedule. In addition, the alteration of the time schedule for the disposal of funds that derived from the Increase was deemed necessary due to the necessary preparation for the realization of these investments.
It must be noted that from the stage of discovering and evaluating a particular investment until its realization, the initially planned time schedule may be exceeded and in addition reasons may exist and/or factors may be present beyond the control or effect of the Company, which may lead to the alteration of the above time schedule.
The Company shall proceed to a separate notice, in relation to this resolution for the amendment of the use and the alteration of the time schedule of the period of disposal of the funds that derived from the Increase.
5. In relation to the fifth item of the Agenda, it is noted that discussions took place between the Shareholders that attended the General Meeting and the Management of the Company.
No other resolutions were adopted.
The items of the Agenda included in the relevant invitation of the Shareholders of the Company where the following:
1. Granting of authorization to the Board of Directors of the Company to issue Convertible Bond Loan (articles 3a and 13 par.1 of c.l. 2190/1920, article 6 par. 1 of the Articles of Association of the Company).
2. Acquisition of own shares according to the article 16 of c.l. 2190/1920.
3. Amendment - addition to the terms of the stock option plan to the employees of the Company, by means of pre-emption rights for the purchase of shares (stock option plan), according to article 13 par 13 c.l. 2190/1920, which was approved by the Ordinary General Meeting of the Shareholders of the Company of 02.06.2006 and amended by the First Repetitive General Meeting of the Shareholders of the Company of 13.07.2007.
4. Amendment of the use and the timetable of the period for the disposal of funds raised from the share capital increase of the Company, resolved by the First Repetitive General Meeting of the Shareholders of the Company dated 13.07.2007 and completed on 10.12.2007 - Granting of authorization to the Board of Directors of the Company for the up-date of the above amended timetable.
5. Miscellaneous and announcements.
Shareholders representing 123,282,608 Shares (corresponding to 75.61% of the share capital) participated in the voting procedure for all the above items, i.e. a percentage of 100% of the attending Shareholders.
The resolutions adopted in relation to the above items of the agenda are as follows:
1. In relation to the first item of the Agenda, the General Meeting of the Shareholders unanimously resolved, i.e. with 123,282,608 votes, and a percentage of 100% of the Shareholders that attended the Meeting and voted, the granting for a period of five years, of authorization to the Board of Directors of the Company to issue, pursuant to the provisions of articles 3a and 13 paragraph 1 of the c.l. 2190/1920 and 6 paragraph 1 of the Articles of Association of the Company, a bond loan with a right of conversion of the bonds to shares that will be issued within the framework of the increase of the share capital for an amount that cannot exceed today's paid-up share capital of the Company, i.e. the amount of Euro 97,832,689.20.
2. In relation to the second item of the Agenda, the General Meeting of the Shareholders unanimously approved and resolved, i.e. with 123,282,608 votes, and a percentage of 100% of the Shareholders that attended the Meeting and voted, the purchase of its own shares, up to 1/10 of the paid-up share capital of the Company, i.e. up to a total of 16,305,448 shares, with a maximum purchase price five (5) Euro and a lower purchase price fifty cents of a Euro (?0.50) per share, by which (the price) the purchases are permitted to be realized within a period of twenty four (24) months from the date hereof, pursuant to the provisions of article 16 of the c.l. 2190/1920, as today in force. The Company shall be entitled to use the own shares it shall acquire pursuant to article 16 of the c.l. 2190/1920, in whole or in part for the performance of the option rights within the context of the existing stock-option plan, which was resolved by the General Meeting on 02.06.2006, pursuant to Article 13 of the c.l. 2190/1920, as in force from time to time, following a resolution of the General Meeting for its amendment, having as beneficiaries members of the Board of Directors (executive or not) and the Company's employees and/or the affiliated companies within the meaning of Article 42e par. 5 of the Codified Law 2190/1920, and/or within the framework of another stock-option plan that may be adopted in the future by the General Meeting. In addition, the General Meeting of the Shareholders authorized the Board of Directors of the Company to proceed with all actions necessary for the implementation of this resolution.
3. In relation to the third item of the Agenda, the General Meeting of the Shareholders unanimously approved and resolved i.e. with 123,282,608 votes, and a percentage of 100% of the Shareholders that attended the Meeting and voted, the amendment - addition to the terms of the stock-option plan that was approved by the Ordinary General Meeting of the Shareholders of the Company on 02.06.2006 and was amended by the 1st Repetitive General Meeting of the Shareholders of the Company on 13.07.2007, in the form of the pre-emption rights for the purchase of shares, pursuant to article 13 paragraph 13 of the c.l. 2190/1920, to members of the Board of Directors (executive or not) and to the Company's employees and/or the affiliated companies within the meaning of article 42e par. 5 of the c.l. 2190/1920. The maximum number of shares that the Company shall be entitled to issue within the context of the plan for the total of beneficiaries amounts to 10% of the total number of the existing shares of the Company, while the sale price of these shares shall remain in Euro 2.42 per share. The duration of the said plan remains six years and expires on 02.06.2012.
4. In relation to the forth item of the Agenda, the General Meeting of the Shareholders unanimously approved and resolved i.e. with 123,282,608 votes, and a percentage of 100% of the Shareholders that attended the Meeting and voted, the amendment of the use and of the time schedule of the period for the disposal of funds derived from the increase of the share capital of the Company which was resolved by the 1st Repetitive General Meeting of the Shareholders on 13.07.2007 and was supplemented on 10.12.2007 (the "Increase"). In particular, it was resolved, that a part of the funds raised by the increase (i.e. an amount of Euro 5,000,000), after the deduction of the respective issue costs, to be disposed for the operational needs of the Company, so that the Company will not be forced to proceed with a short-term high-cost loan. In addition, it was resolved that the period of disposal of the funds that derived from the Increase will be extended until the end of 2008 and hence the realization of the investment of the funds that derived from the Increase to be completed until the end of 2008. It is noted that the alteration of the time schedule was deemed necessary since, due to the delay of the adoption of approvals required by various authorities in relation to the Increase, this was not concluded within the expected time schedule. In addition, the alteration of the time schedule for the disposal of funds that derived from the Increase was deemed necessary due to the necessary preparation for the realization of these investments.
It must be noted that from the stage of discovering and evaluating a particular investment until its realization, the initially planned time schedule may be exceeded and in addition reasons may exist and/or factors may be present beyond the control or effect of the Company, which may lead to the alteration of the above time schedule.
The Company shall proceed to a separate notice, in relation to this resolution for the amendment of the use and the alteration of the time schedule of the period of disposal of the funds that derived from the Increase.
5. In relation to the fifth item of the Agenda, it is noted that discussions took place between the Shareholders that attended the General Meeting and the Management of the Company.
No other resolutions were adopted.