ALAPIS Α.Β.Ε.Ε.
Decisions of the Extraordinary Shareholders Meeting
On Monday, February 4, 2008 the Extraordinary Shareholders Meeting of the company named "ALAPIS ANONYMOUS HOLDING, INDUSTRIAL AND COMMERCIAL COMPANY OF PHARMACEUTICAL, CHEMICAL AND BIOLOGICAL PRODUCTS" with the distinctive title "ALAPIS S.A." was held at the predetermined by the invitation place at 15:00 p.m.
The General Meeting was attended by seventy-three (73) shareholders, representing 322,341,352 shares out of the total 980,600,220 shares (equal to 32.87 %).
During the Shareholders Meeting the following matters on the agenda were discussed and decided upon:
1. Approval for the purchase of the company's own shares up to 1/10 of the paid up share capital according to article 16 of c.l. 2190/1920 in order to decrease the share capital of the company, with the lowest acquisition price set at 1 euro per share while the upper price limit set at 5 euro per share.
2. Authorize the board of directors to proceed to the respective change of article 5 of the company's articles of association at such time when the own shares are purchased.
3. Approval for the change of the headquarters of the company
4. Approval for the change of article 3 of the company's articles of association regarding the headquarters of the company
The decisions attained on the abovementioned subjects are as follows: Regarding the 1st Issue : The General Meeting decided with 321,880,883 votes for, i.e. 99.86% of the voting and present shareholders, that represent 32.83% of the total share capital, over 435,500 votes against and 24,969 abstention votes, the company to proceed to the purchase of own shares with the following specific terms:
A) The total number of own shares that the company will buy will be up to 10% of its current total outstanding shares ( 98,060,022),
B) The acquisition price will not exceed at any case the amount of ? 5 per share, while the lowest acquisition price is set to ? 1 per share,
C) The time frame for the acquisition of the shares will not exceed two (2) years,
D) The Board of Directors has been authorized to materialize all the aforementioned decisions of the present General Meeting, following at the same time the own shares acquisition procedure as set by C.L. 2190/1920, combined with the respective provisions of the legal framework, the stock exchange rulebook and the company's statues in general.
The company will forward announcements to ATHEX as regards all the respective time intervals within which own shares will be acquired. The announcements will include among other information and the respective time intervals within which the company will conduct the aforementioned purchases.
Regarding the 2nd issue : The General Meeting decided with 321,880,883 votes for, i.e. 99.86% of the voting and present shareholders, that represent 32.83% of the total share capital, over 435,500 votes against and 24,969 abstention votes, and ordered the Board of Directors, once the own shares acquisition process, is completed, to call an Extraordinary Shareholders Meeting to decide upon the final amount of capital to be reduced and the amendment of the article of the company's statues which regards its share capital. Regarding the 3rd issue : The General Meeting decided with 321,880,883 votes for, i.e. 99.86% of the voting and present shareholders, that represent 32.83% of the total share capital, over 435,500 votes against and 24,969 abstention votes, the transfer of the company's headquarters from the Municipality of Palaio Faliro to the Municipality of Athens and authorized the Board of Directors to decide upon the address of its headquarters within the limits of the Municipality of Athens, and to proceed to the respective notification to the Register of Societe Anonymes and the Government Gazette. Regarding the 4th issue: The General Meeting decided with 321,880,883 votes for, i.e. 99.86% of the voting and present shareholders, that represent 32.83% of the total share capital, over 435,500 votes against and 24,969 abstention votes the amendment of article 2 of the company's Articles of Association regarding the headquarters of the company that will have the following content:
«Article 2 - Business Headquarters
1. The Business Headquarters of the Company is set to be the Municipality of Athens where the company is prosecuted for every legal dispute regarding corporate issues.
2. The company may establish branches or offices in other cities of Greece or abroad pursuant to a Board of Directors decision, which also determines the framework of their operation. "
Additionally, it was announced, according to article 18 par. 7 of C.L. 2190/1920, that on 3.1.2008, Mr Panagiotis Damilakos resigned from the Board of Directors and following a BoD decision, Mrs Smaragda Liarmakopoulou was elected temporarily in his position. Moreover, it was announced that on 15.1.2005 Mrs. Petros Kiriakidis resigned from the position of Vice chairman of the Board of Directors and in replacement of who Mrs Maria Birbili was elected, following a BoD decision. Pursuant to the above, the Board of Directors was embodied as follows: Lavrentis Lavrentiades, Chairman of the Board of Directors, executive member, Perikles Livas, Vice Chairman of the Board and Chief Executive Officer, executive member, Grammatiki Arvaniti independent non executive member, Smaragda Liamarkopoulou, independent non executive member, Maria Birbili, non executive member. Following the above announcement, the Shareholders meeting approved and granted the election of the aforementioned members of the BoD.
The General Meeting was attended by seventy-three (73) shareholders, representing 322,341,352 shares out of the total 980,600,220 shares (equal to 32.87 %).
During the Shareholders Meeting the following matters on the agenda were discussed and decided upon:
1. Approval for the purchase of the company's own shares up to 1/10 of the paid up share capital according to article 16 of c.l. 2190/1920 in order to decrease the share capital of the company, with the lowest acquisition price set at 1 euro per share while the upper price limit set at 5 euro per share.
2. Authorize the board of directors to proceed to the respective change of article 5 of the company's articles of association at such time when the own shares are purchased.
3. Approval for the change of the headquarters of the company
4. Approval for the change of article 3 of the company's articles of association regarding the headquarters of the company
The decisions attained on the abovementioned subjects are as follows: Regarding the 1st Issue : The General Meeting decided with 321,880,883 votes for, i.e. 99.86% of the voting and present shareholders, that represent 32.83% of the total share capital, over 435,500 votes against and 24,969 abstention votes, the company to proceed to the purchase of own shares with the following specific terms:
A) The total number of own shares that the company will buy will be up to 10% of its current total outstanding shares ( 98,060,022),
B) The acquisition price will not exceed at any case the amount of ? 5 per share, while the lowest acquisition price is set to ? 1 per share,
C) The time frame for the acquisition of the shares will not exceed two (2) years,
D) The Board of Directors has been authorized to materialize all the aforementioned decisions of the present General Meeting, following at the same time the own shares acquisition procedure as set by C.L. 2190/1920, combined with the respective provisions of the legal framework, the stock exchange rulebook and the company's statues in general.
The company will forward announcements to ATHEX as regards all the respective time intervals within which own shares will be acquired. The announcements will include among other information and the respective time intervals within which the company will conduct the aforementioned purchases.
Regarding the 2nd issue : The General Meeting decided with 321,880,883 votes for, i.e. 99.86% of the voting and present shareholders, that represent 32.83% of the total share capital, over 435,500 votes against and 24,969 abstention votes, and ordered the Board of Directors, once the own shares acquisition process, is completed, to call an Extraordinary Shareholders Meeting to decide upon the final amount of capital to be reduced and the amendment of the article of the company's statues which regards its share capital. Regarding the 3rd issue : The General Meeting decided with 321,880,883 votes for, i.e. 99.86% of the voting and present shareholders, that represent 32.83% of the total share capital, over 435,500 votes against and 24,969 abstention votes, the transfer of the company's headquarters from the Municipality of Palaio Faliro to the Municipality of Athens and authorized the Board of Directors to decide upon the address of its headquarters within the limits of the Municipality of Athens, and to proceed to the respective notification to the Register of Societe Anonymes and the Government Gazette. Regarding the 4th issue: The General Meeting decided with 321,880,883 votes for, i.e. 99.86% of the voting and present shareholders, that represent 32.83% of the total share capital, over 435,500 votes against and 24,969 abstention votes the amendment of article 2 of the company's Articles of Association regarding the headquarters of the company that will have the following content:
«Article 2 - Business Headquarters
1. The Business Headquarters of the Company is set to be the Municipality of Athens where the company is prosecuted for every legal dispute regarding corporate issues.
2. The company may establish branches or offices in other cities of Greece or abroad pursuant to a Board of Directors decision, which also determines the framework of their operation. "
Additionally, it was announced, according to article 18 par. 7 of C.L. 2190/1920, that on 3.1.2008, Mr Panagiotis Damilakos resigned from the Board of Directors and following a BoD decision, Mrs Smaragda Liarmakopoulou was elected temporarily in his position. Moreover, it was announced that on 15.1.2005 Mrs. Petros Kiriakidis resigned from the position of Vice chairman of the Board of Directors and in replacement of who Mrs Maria Birbili was elected, following a BoD decision. Pursuant to the above, the Board of Directors was embodied as follows: Lavrentis Lavrentiades, Chairman of the Board of Directors, executive member, Perikles Livas, Vice Chairman of the Board and Chief Executive Officer, executive member, Grammatiki Arvaniti independent non executive member, Smaragda Liamarkopoulou, independent non executive member, Maria Birbili, non executive member. Following the above announcement, the Shareholders meeting approved and granted the election of the aforementioned members of the BoD.