TECHNICAL OLYMPIC S.A.
Notification of the 1st Repeat Ordinary General Meeting
By decision of the Board of Directors of the Company with the trade name TECHNICAL OLYMPIC S.A., which was made during its meeting on 30 July 2008, and pursuant to the Law and the Articles of Association, the Shareholders are invited to the 1st Repeat Ordinary General Meeting on 19 August 2008, Tuesday and at 12:00 p.m., at the Company's offices (20 Solomou Street, Alimos, Attica) to discuss and make decisions on the following subjects on the agenda:
1. Submit and approve the annual financial statements of the financial year 2007 on a corporate basis, the relevant Board of Directors Report, and the Chartered Accountant - Auditor's Report.
2. Submit and approve on a consolidated basis, either the non-finalised financial statements, due to consolidation (regarding subsidiary TOUSA Inc.) of such during the period from 1 January 2007 to 30 September 2007, instead of the period from 1 January 2007 to 31 December 2007, for which the final data was not made available until today, or the final consolidated financial statements of the period from 1 January - 31 December 2007, if and when the corresponding data of TOUSA Inc. are made available to us and our Company's final consolidated financial statements are published at the proper time.
3. Discharge Board of Directors members and the Chartered Accountant-Auditor from any liability for damages on a corporate level for the financial year 2007.
4. Discharge BoD members and the Chartered Accountant-Auditor from any liability for damages on a consolidated level for the financial year 2007.
5. Appoint a chartered accountant/auditor company, member of the Institute of Certified Public Accountants of Greece, for the financial year 2008 and determine its remuneration.
6. Election of the new Board of Directors.
7. Make a decision regarding the restructuring of the Company and the Group.
8. Make a decision regarding the establishment of offices and a branch in Russia.
9. Grant a permit, pursuant to Codified Law 2190/1920, Article 23, par. 1, as replaced by Law 3604/2007, Article 32, par. 2, to BoD members that participate in any form of the Company's governance or Directors of same to take actions on their own behalf or on the behalf of others that are in line with any of the objectives sought by the Company as well as participate as equal partners in companies having similar objectives.
10. Approve the remuneration for BoD members for financial year 2007 based on the provision of Codified Law 2190/1920, Article 24, par. 2.
11. Pre-approve the remuneration for BoD members for financial year 2008 as a verification of pre-approved BoD remunerations for past financial years that were approved by the General Meetings, based on the provision of Codified Law 2190/1920, Article 24, and par. 2.
12. Special approval, pursuant to Codified Law 2190/1920, Article 23A, par. 2, regarding the signature of agreements between the Company and its subsidiaries, on the one hand, and BoD members, individuals controlling the Company, their spouses and relatives to the third degree through blood or marriage of said individuals, as well as legal entities that are controlled by the above, on the other.
13. Make a decision regarding the establishment of a stock plan for BoD members and Company personnel, as well as its associated companies, in the form of stock option rights or through share capital increase and/or through offering of own shares.
14. Capitalisation of taxed reserves for distribution of free shares to BoD members and Company executives as well as executives of its associated companies.
15. Acquisition of own shares by the Company pursuant to Codified Law 2190/1920, Article 16 as replaced by Law 3604/07.
16. Amendments of Articles 11, 13, 14, 18 and 22 of the Articles of Association, pursuant to the provisions of Codified Law 2190/1920, as amended by Law 3604/07.
17. Other announcements.
Shareholders wishing to participate in the 1st Repeat General Meeting on 19 August 2008, must, through their Operator, block all or part of their shares on the Dematerialised Securities System (SAT) or the Central Securities Depository (C.S.D.), for shares that have been registered in their Special Account and obtain, from their Operator, the relevant Share Blocking Certificate, which has been issued by the Operator or the C.S.D., and submit it to the Company's offices (20 Solomou Street, Alimos, Attica) along with any representation documents, at least five (5) full days before the above date of the 1st Repeat Ordinary General Meeting.
1. Submit and approve the annual financial statements of the financial year 2007 on a corporate basis, the relevant Board of Directors Report, and the Chartered Accountant - Auditor's Report.
2. Submit and approve on a consolidated basis, either the non-finalised financial statements, due to consolidation (regarding subsidiary TOUSA Inc.) of such during the period from 1 January 2007 to 30 September 2007, instead of the period from 1 January 2007 to 31 December 2007, for which the final data was not made available until today, or the final consolidated financial statements of the period from 1 January - 31 December 2007, if and when the corresponding data of TOUSA Inc. are made available to us and our Company's final consolidated financial statements are published at the proper time.
3. Discharge Board of Directors members and the Chartered Accountant-Auditor from any liability for damages on a corporate level for the financial year 2007.
4. Discharge BoD members and the Chartered Accountant-Auditor from any liability for damages on a consolidated level for the financial year 2007.
5. Appoint a chartered accountant/auditor company, member of the Institute of Certified Public Accountants of Greece, for the financial year 2008 and determine its remuneration.
6. Election of the new Board of Directors.
7. Make a decision regarding the restructuring of the Company and the Group.
8. Make a decision regarding the establishment of offices and a branch in Russia.
9. Grant a permit, pursuant to Codified Law 2190/1920, Article 23, par. 1, as replaced by Law 3604/2007, Article 32, par. 2, to BoD members that participate in any form of the Company's governance or Directors of same to take actions on their own behalf or on the behalf of others that are in line with any of the objectives sought by the Company as well as participate as equal partners in companies having similar objectives.
10. Approve the remuneration for BoD members for financial year 2007 based on the provision of Codified Law 2190/1920, Article 24, par. 2.
11. Pre-approve the remuneration for BoD members for financial year 2008 as a verification of pre-approved BoD remunerations for past financial years that were approved by the General Meetings, based on the provision of Codified Law 2190/1920, Article 24, and par. 2.
12. Special approval, pursuant to Codified Law 2190/1920, Article 23A, par. 2, regarding the signature of agreements between the Company and its subsidiaries, on the one hand, and BoD members, individuals controlling the Company, their spouses and relatives to the third degree through blood or marriage of said individuals, as well as legal entities that are controlled by the above, on the other.
13. Make a decision regarding the establishment of a stock plan for BoD members and Company personnel, as well as its associated companies, in the form of stock option rights or through share capital increase and/or through offering of own shares.
14. Capitalisation of taxed reserves for distribution of free shares to BoD members and Company executives as well as executives of its associated companies.
15. Acquisition of own shares by the Company pursuant to Codified Law 2190/1920, Article 16 as replaced by Law 3604/07.
16. Amendments of Articles 11, 13, 14, 18 and 22 of the Articles of Association, pursuant to the provisions of Codified Law 2190/1920, as amended by Law 3604/07.
17. Other announcements.
Shareholders wishing to participate in the 1st Repeat General Meeting on 19 August 2008, must, through their Operator, block all or part of their shares on the Dematerialised Securities System (SAT) or the Central Securities Depository (C.S.D.), for shares that have been registered in their Special Account and obtain, from their Operator, the relevant Share Blocking Certificate, which has been issued by the Operator or the C.S.D., and submit it to the Company's offices (20 Solomou Street, Alimos, Attica) along with any representation documents, at least five (5) full days before the above date of the 1st Repeat Ordinary General Meeting.