1. "ALAPIS SOCIETE ANONYME HOLDINGS, INDUSTRIAL AND COMMERCIAL COMPANY OF PHARMACEUTICAL, CHEMICAL AND BIOLOGICAL PRODUCTS",
2. "BIODOMUS SOCIETE ANONYME INDUSTRIAL AND COMMERCIAL COMPANY OF COSMETICS-PHARMACEUTICALS AND DIETARY SUPPLEMENTS"
3. "PHARMALEX SOCIETE ANONYME INDUSTRIAL AND COMMERCIAL COMPANY OF PHARMACEUTICAL BUSINESSES"
4. "REVOLD IMPORTING COMMERCIAL PROMOTIONAL SOCIETE ANONYME COMPANY OF PHARMACEUTICAL MEDICAL HOSPITAL PARA-PHARMACEUTICAL AND COSMETIC PRODUCTS" and
5. "ALAPIS CROPSCIENCE SOCIETE ANONYME INDUSTRIAL AND COMMERCIAL COMPANY OF CHEMICAL PRODUCTS-FERTILIZERS- MULTIPLIERS-TRANSPORTS-STORAGE AREAS"
In accordance with the provisions of paragraph 1, article 70 of C.L. 2190/1920, the Board of Directors of the societes anonymes,
a) "ALAPIS SOCIETE ANONYME HOLDINGS, INDUSTRIAL AND COMMERCIAL COMPANY OF PHARMACEUTICAL, CHEMICAL AND BIOLOGICAL PRODUCTS", headquartered at the Municipality of Athens, 2 Aftokratoros Nikolaou Str., with SA Registration No.: 8057/06/Β/86/11 (hereinafter the "Absorbing SA"),
b) "BIO-DOMUS SOCIETE ANONYME INDUSTRIAL AND COMMERCIAL COMPANY OF COSMETICS-PHARMACEUTICALS AND DIETARY SUPPLEMENTS", headquartered at the Municipality of P. Faliro, 6 Kartsivani Str., with SA Registration No.: 48906/01NT/Β/01/75(08) (here-inafter the "First Absorbed SA"),
c) "PHARMALEX SOCIETE ANONYME INDUSTRIAL AND COMMERCIAL COMPANY OF PHARMACEUTICAL BUSINESSES" (with the distinctive title PHARMALEX SA-PHARMACEUTICAL BUSINESSES), headquartered at the Municipality of P. Faliro, 6 Kartsivani Str., with SA Registration No.: 468/01ΝΤ/Β/86/255(07) (hereinafter the "Second Absorbed SA"),
d) "REVOLD IMPORTING COMMERCIAL PROMOTIONAL SOCIETE ANONYME COMPANY OF PHARMACEUTICAL MEDICAL HOSPITAL PARA-PHARMACEUTICAL AND COSMETIC PRODUCTS", headquartered at the Municipality of P. Faliro, 6 Kartsivani Str., with SA Registration No.: 62126/01ΝΤ/Β/06/113(08) (hereinafter the "Third Absorbed SA"), and
e) "ALAPIS CROPSCIENCE SOCIETE ANONYME INDUSTRIAL AND COMMERCIAL COMPANY OF CHEMICAL PRODUCTS-FERTILIZERS-MULTIPLIERS-TRANSPORTS-STORAGE AREAS", with the distinctive title "ALAPIS CROPSCIENCE S.A.", headquartered at the Municipality of P. Faliro, 6 Kartsivani Str., with SA Registration No.: 63620/01ΝΤ/Β/07/170 (hereinafter the "Fourth Absorbed SA"), release the following summary of their draft merger agreement as of March 18, 2008.
The merger will be conducted in accordance with the provisions of article 78 of the C.L. 2190/20 and L. 1297/72, via the absorption of the societies anonyms "BIODOMUS SOCIETE ANONYME INDUSTRIAL AND COMMERCIAL COMPANY OF COSMETICS-PHARMA-CEUTICALS AND DIETARY SUPPLEMENTS", "PHARMALEX SOCIETE ANONYME INDUSTRIAL AND COMMERCIAL COMPANY OF PHARMACEUTICAL BUSINESSES", "REVOLD IMPORTING COMMERCIAL PROMOTIONAL SOCIETE ANONYME COMPANY OF PHARMACEUTICAL MEDICAL HOSPITAL PARA-PHARMACEUTICAL AND COSMETIC PRODUCTS" and "ALAPIS CROPSCIENCE SOCIETE ANONYME INDUSTRIAL AND COMMERCIAL COMPANY OF CHEMICAL PRODUCTS-FERTILIZERS-MULTIPLIERS-TRANSPORTS-STORAGE AREAS" from the societe anonym "ALAPIS SOCIETE ANONYME HOLDINGS, INDUSTRIAL AND COMMERCIAL COMPANY OF PHARMACEUTICAL, CHEMICAL AND BIOLOGICAL PRODUCTS", in accordance to their financial statements (balance sheets ) as at 31-12-2007.
The absorbed companies shall transfer their total properties (assets and liabilities) to the absorbing company on the property basis of their 31-12-2007 balance sheets and as this (property) will be formed upon the legal completion of the merger. The absorbing company will be the sole owner, tenant, holder and proprietor of every asset of the merging companies.
The share capital of the absorbed companies amounts as follows: as for "BIODOMUS SOCIETE ANONYME INDUSTRIAL AND COMMERCIAL COMPANY OF COSMETICS-PHARMACEUTICALS AND DIETARY SUPPLEMENTS": Share capital 1,098,864.00 euro, divided into 37,440 shares, at par value 29.35 euro each, "PHARMALEX SOCIETE ANONYME INDUSTRIAL AND COMMERCIAL COMPANY OF PHARMACEUTICAL BUSINESSES": Share capital 665,403.20 euro, divided into 302,456 registered shares, at par value 2.20 euro each,"REVOLD IMPORTING COMMERCIAL PROMOTIONAL SOCIETE ANONYME COMPANY OF PHARMACEUTICAL MEDICAL HOSPITAL PARA-PHARMACEUTICAL AND COSMETIC PRODUCTS": Share capital 300,000 euro, divided into 10,000 shares, at par value 30 euro each,"ALAPIS CROPSCIENCE SOCIETE ANONYME INDUSTRIAL AND COMMERCIAL COMPANY OF CHEMICAL PRODUCTS-FERTILIZERS- MULTIPLIERS-TRANSPORTS-STORAGE AREAS": Share capital 360,000 euro divided into 360,000 common registered shares, at par value 1 euro each.
The Absorbing SA owns the total shares of the Absorbed SAs. The share capital of the Absorbing SA which amounts 294,180,066 euro, divided into 980,600,220 shares, at par value of 0.30 euro cents will not be changed and the Absorbing SA is not obliged to issue new shares since the Absorbing SA holds 100% of the Absorbed SAs. Shares of the Absorbed SAs, shall be cancelled upon completion of the merger, as such are of no value, following a special cancellation report issued for this purpose by the Board of Directors of the Absorbing SA.
Any actions and transactions of the absorbed companies up to the completion of the merger are considered, in accounting terms, to be realized on behalf of the absorbed companies themselves and the financial results during the same period will be deemed to benefit or burden the absorbed companies.
There are not any shareholders of the absorbed companies who have special rights or privileges or hold any other titles apart from the shares.
For the BoD Members and the merging companies ordinary auditors, there are no particular advantages provided by their articles of association or by resolutions of their Shareholders Meetings nor are there provided any privileges as such by the merger agreement.
Upon completion of the merger, the absorbing company substitutes the absorbed companies de jure and without further formality, according to the law, in all rights, obligations and privities in rights and this transfer equals to universal succession.