ELLAKTOR S.A.
Invitation to the Ordinary Shareholders Meeting.
According to prevailing legislation, the Company΄s articles of association and the decision of the Board of Directors as of 22-5-2008, the Company΄s shareholders are invited to the Ordinary Shareholders Meeting on Friday, June 20, 2008, at 11:00 a.m. at the Company΄s premises on 25, Ermou Str., Kifissia with the following:
AGENDA
1. Submission for approval of the Annual Parent and Consolidated Financial Statements for the year ended 31 December 2007, along with the relevant Board of Directors and Auditors Reports. Earnings distribution.
2. Waiver of liability of the Board of Directors and the Auditors for the management of the Company and the Parent and Consolidated Financial Statements for the year 2007.
3. Approval of fees and remuneration of the Members of the Board of Directors for the year 2007.
4. Election of an ordinary and a deputy Certified Auditor-Accountant for the audit of the fiscal year 2008 and determination of their fees.
5. Granting the authority as per article 23 par. 1 of Cod. Law 2190/20, to the Members of the Board of Directors and to Managers of the Company to participate to the Board of Directors or the Management of the Group's Companies.
6. Granting the authority as per article 23a of Cod. Law 2190/20, for conclusion, extension or renewal of service contracts between the Company and affiliated parties, under the provision of article 42e par. 5 Cod. Law 2190/20.
7. Approval of the Decision of the Board of Directors regarding the election of new members for the replacement of resigned ones.
8. Election of new Board of Directors, determination of independent members, as per article L. 3016/2002, as in force.
9. Change of the name and the distinctive title of the company. Amendement of article 1 of company's articles of association.
10. Granting of the authority, as per article 13 par. 1 section b C.L. 2190/1920, to the Board of Directors.
11. Amendment, completion, abolishment and renumbering of the provisions of the company΄s article of association for functionality reasons as well as to adapt to the provisions of L. 3604/2007. Codification.
12. Decision on the dissemination of information by the company using electronic means. (article 18 L. 3556/2007).
13. Approval of the plan of stock options offering, to members of the Boards of Directors and executives of the company as well as the affiliated parties, under the provision of article 42e par. 5 Cod. Law 2190/20, for the acquisition of company shares (article 13 par. 13 C.L. 2190/1920).
14. Approval of the Transformation Balance Sheet as of August 31, 2008 of the absorbed by our Company societe anonyme 'PANTECHNIKI SA' including the other financiaql statements, for the fiscal year from 01.01.2007 to 31.08.2007.
15. Waiver of liability of the members of the Board of Directors as well as of the certified accountant of the absorbed by our Company societe anonyme 'PANTECHNIKI SA' for the management of the latter, and respectively for the financial statements of the aforementioned issue No. 14 concerning the period from 01.01.2007 to 13.12.2007.
16. Approval pursuant to article of fees and remuneration of the Members of the Board of Directors of the absorbed by our Company societe anonyme 'PANTECHNIKI SA'.
According to prevailing legislation and the Company΄s articles of association, Shareholders wishing to participate in the Shareholders Meeting, should deposit to the Company the relevant blocking certificate of the shares either their broker (if the shares are not in the Special Account of Dematerialized Securities Systems (D.S.S.), or through the Hellenic Exchanges S.A. (ex Central Securities Depository) (if the shares are in the Special Account of Dematerialized Securities Systems (D.S.S.) at least fiv e (5) days prior to the date of the Ordinary Shareholders Meeting. The proxy statements and all legal documentation for the legal representation of the shareholders and their personal identifications should also be submitted to the Company at least five (5) days prior to the date of the Ordinary Shareholders Meeting.
In case of no-quorum according to the law and the Company΄s articles of association for the approval of certain issues of the original daily agenda at the aforementioned date, the Ordinary General Meeting will assemble again without further invitation in its 1st Repeat General Shareholders Meeting on Tuesday July 8, 2008 at 11.00 a.m. at the same place, i.e. at the Company's premises on 25, Ermou Str., Kifissia, with the same issues (non discussed) of the afore mentioned original daily agenda and probably at a 2nd Repeat General Shareholders Meeting on Wednesday, July 23, 2008 at 11.00 a.m. at the same place with the same issues (non discussed) of the afore mentioned original daily agenda.
AGENDA
1. Submission for approval of the Annual Parent and Consolidated Financial Statements for the year ended 31 December 2007, along with the relevant Board of Directors and Auditors Reports. Earnings distribution.
2. Waiver of liability of the Board of Directors and the Auditors for the management of the Company and the Parent and Consolidated Financial Statements for the year 2007.
3. Approval of fees and remuneration of the Members of the Board of Directors for the year 2007.
4. Election of an ordinary and a deputy Certified Auditor-Accountant for the audit of the fiscal year 2008 and determination of their fees.
5. Granting the authority as per article 23 par. 1 of Cod. Law 2190/20, to the Members of the Board of Directors and to Managers of the Company to participate to the Board of Directors or the Management of the Group's Companies.
6. Granting the authority as per article 23a of Cod. Law 2190/20, for conclusion, extension or renewal of service contracts between the Company and affiliated parties, under the provision of article 42e par. 5 Cod. Law 2190/20.
7. Approval of the Decision of the Board of Directors regarding the election of new members for the replacement of resigned ones.
8. Election of new Board of Directors, determination of independent members, as per article L. 3016/2002, as in force.
9. Change of the name and the distinctive title of the company. Amendement of article 1 of company's articles of association.
10. Granting of the authority, as per article 13 par. 1 section b C.L. 2190/1920, to the Board of Directors.
11. Amendment, completion, abolishment and renumbering of the provisions of the company΄s article of association for functionality reasons as well as to adapt to the provisions of L. 3604/2007. Codification.
12. Decision on the dissemination of information by the company using electronic means. (article 18 L. 3556/2007).
13. Approval of the plan of stock options offering, to members of the Boards of Directors and executives of the company as well as the affiliated parties, under the provision of article 42e par. 5 Cod. Law 2190/20, for the acquisition of company shares (article 13 par. 13 C.L. 2190/1920).
14. Approval of the Transformation Balance Sheet as of August 31, 2008 of the absorbed by our Company societe anonyme 'PANTECHNIKI SA' including the other financiaql statements, for the fiscal year from 01.01.2007 to 31.08.2007.
15. Waiver of liability of the members of the Board of Directors as well as of the certified accountant of the absorbed by our Company societe anonyme 'PANTECHNIKI SA' for the management of the latter, and respectively for the financial statements of the aforementioned issue No. 14 concerning the period from 01.01.2007 to 13.12.2007.
16. Approval pursuant to article of fees and remuneration of the Members of the Board of Directors of the absorbed by our Company societe anonyme 'PANTECHNIKI SA'.
According to prevailing legislation and the Company΄s articles of association, Shareholders wishing to participate in the Shareholders Meeting, should deposit to the Company the relevant blocking certificate of the shares either their broker (if the shares are not in the Special Account of Dematerialized Securities Systems (D.S.S.), or through the Hellenic Exchanges S.A. (ex Central Securities Depository) (if the shares are in the Special Account of Dematerialized Securities Systems (D.S.S.) at least fiv e (5) days prior to the date of the Ordinary Shareholders Meeting. The proxy statements and all legal documentation for the legal representation of the shareholders and their personal identifications should also be submitted to the Company at least five (5) days prior to the date of the Ordinary Shareholders Meeting.
In case of no-quorum according to the law and the Company΄s articles of association for the approval of certain issues of the original daily agenda at the aforementioned date, the Ordinary General Meeting will assemble again without further invitation in its 1st Repeat General Shareholders Meeting on Tuesday July 8, 2008 at 11.00 a.m. at the same place, i.e. at the Company's premises on 25, Ermou Str., Kifissia, with the same issues (non discussed) of the afore mentioned original daily agenda and probably at a 2nd Repeat General Shareholders Meeting on Wednesday, July 23, 2008 at 11.00 a.m. at the same place with the same issues (non discussed) of the afore mentioned original daily agenda.