ATTICA HOLDINGS S.A.
Invitation to the extraordinary general meeting of shareholders
The Board of Directors of Attica Holdings S.A. (the Company) convened on 6th November 2008 and decided to call an Extraordinary Meeting of the Shareholders on Tuesday, 2nd December 2008, at 18:00hrs, at the Company offices on the 1st floor, 123-125 Syngrou Avenue & 3 Torva Street, in Athens.
AGENDA
1. Submission and approval of: a) the Draft Merger Agreement, dated October 15th, 2008, between "Blue Star Maritime S.A.", "Superfast Ferries Maritime S.A.", and "Attica Holdings S.A.", regarding the Merger by Absorption ("the Merger") of the first and second company by the third, according to the provisions of the articles 68 (paragraph 2)-77a and 78 of law 2190/1920 and the articles 1-5 of law 2166/1993, as applicable; b) the Report of the Board of Directors on the Draft Merger Agreement, pursuant to article 69, paragraph 4 of law 2190/1920; c) the reports of the Chartered Accountant Mr. Vassilios Kazas, regarding the verification of the book value of the assets of the absorbed companies "Blue Star Maritime S.A." and "Superfast Ferries Maritime S.A."; d) the transformation balance sheets of 30.06.2008 of the absorbed companies "Blue Star Maritime S.A." and "Superfast Ferries Maritime S.A."; e) the report of the auditing house "BDO Protypos Hellenic Auditing Company AE" regarding the fair and reasonable price of the share exchange ratio, according to the article 4.1.4.1.3. of the Regulation of the Athens Exchange, and f) the ratification of the resolutions, declarations, announcements, proxies, and acts of the Boards of Directors regarding the Merger.
2. Approval of the Merger of the companies "Blue Star Maritime S.A.", "Superfast Ferries Maritime S.A.", and "Attica Holdings S.A." through the Absorption of the first and second company by the third, according to the provisions of the articles 68 (paragraph 2)-77a and 78 of law 2190/1920 and the articles 1-5 of law 2166/1993, as applicable and processing of any relevant issue.
3. Share capital increase of the absorbing company "Attica Holdings S.A." due to the Merger, thus: a) share capital increase of Euro 53,765,000, which represents the contributed share capital of "Blue Star Maritime S.A."; b) share capital increase of Euro 1,270,163 through capitalization of the "Share Premium Account" for rounding purposes of the shares par value, c) change of the shares par value from Euro 0.60 to Euro 0.83 and d) processing every matter regarding the issue of new shares, including the shares' fractional balances that may occur.
4. Amendment of Art. 5 of the Articles of Incorporation of the absorbing company "Attica Holdings S.A.", due to the above mentioned share capital increase.
5. Appointment of a Company's representative to undersign the Merger's notarial deed through a proxy and to effect any other act, declaration, or announcement for the conclusion of the Merger and the implementation of the Resolutions of the Extraordinary Meeting of the Shareholders.
The Shareholders who wish to attend the Extraordinary Meeting of the Shareholders are requested to pledge their shares through their stockbroker or with the Central Security Depository and submit the deposit receipt and any documents of representation, the latest five (5) days prior to the day of the Extraordinary General Meeting, to Attica Holdings S.A., 123-125, Syngrou Avenue & 3, Torva Street, 11745 Athens, Greece.
AGENDA
1. Submission and approval of: a) the Draft Merger Agreement, dated October 15th, 2008, between "Blue Star Maritime S.A.", "Superfast Ferries Maritime S.A.", and "Attica Holdings S.A.", regarding the Merger by Absorption ("the Merger") of the first and second company by the third, according to the provisions of the articles 68 (paragraph 2)-77a and 78 of law 2190/1920 and the articles 1-5 of law 2166/1993, as applicable; b) the Report of the Board of Directors on the Draft Merger Agreement, pursuant to article 69, paragraph 4 of law 2190/1920; c) the reports of the Chartered Accountant Mr. Vassilios Kazas, regarding the verification of the book value of the assets of the absorbed companies "Blue Star Maritime S.A." and "Superfast Ferries Maritime S.A."; d) the transformation balance sheets of 30.06.2008 of the absorbed companies "Blue Star Maritime S.A." and "Superfast Ferries Maritime S.A."; e) the report of the auditing house "BDO Protypos Hellenic Auditing Company AE" regarding the fair and reasonable price of the share exchange ratio, according to the article 4.1.4.1.3. of the Regulation of the Athens Exchange, and f) the ratification of the resolutions, declarations, announcements, proxies, and acts of the Boards of Directors regarding the Merger.
2. Approval of the Merger of the companies "Blue Star Maritime S.A.", "Superfast Ferries Maritime S.A.", and "Attica Holdings S.A." through the Absorption of the first and second company by the third, according to the provisions of the articles 68 (paragraph 2)-77a and 78 of law 2190/1920 and the articles 1-5 of law 2166/1993, as applicable and processing of any relevant issue.
3. Share capital increase of the absorbing company "Attica Holdings S.A." due to the Merger, thus: a) share capital increase of Euro 53,765,000, which represents the contributed share capital of "Blue Star Maritime S.A."; b) share capital increase of Euro 1,270,163 through capitalization of the "Share Premium Account" for rounding purposes of the shares par value, c) change of the shares par value from Euro 0.60 to Euro 0.83 and d) processing every matter regarding the issue of new shares, including the shares' fractional balances that may occur.
4. Amendment of Art. 5 of the Articles of Incorporation of the absorbing company "Attica Holdings S.A.", due to the above mentioned share capital increase.
5. Appointment of a Company's representative to undersign the Merger's notarial deed through a proxy and to effect any other act, declaration, or announcement for the conclusion of the Merger and the implementation of the Resolutions of the Extraordinary Meeting of the Shareholders.
The Shareholders who wish to attend the Extraordinary Meeting of the Shareholders are requested to pledge their shares through their stockbroker or with the Central Security Depository and submit the deposit receipt and any documents of representation, the latest five (5) days prior to the day of the Extraordinary General Meeting, to Attica Holdings S.A., 123-125, Syngrou Avenue & 3, Torva Street, 11745 Athens, Greece.