FRIGOGLASS S.A.I.C.
Resolutions of the extraordinary general meeting of the shareholders of September 5,2008.
The Annual General Meeting of the shareholders of "FRIGOGLASS S.A.I.C." took place on September 5, 2008. Shareholders representing 31.282.541 shares, out of a total number of 40.200.610, i.e. shareholders representing 77,81% of the Company's share capital were present or represented and voted at the Meeting. The following matters on the Agenda were discussed and the following decisions were made:
1) The Company?s share capital increase for an amount of Euro 8.040.122 was approved through the capitalization of a portion of the account Balance from the issuance of shares above par value? by increasing the nominal value of each share of the Company by Euro 0,20 per share, i.e. from Euro 1,00 to Euro 1,20 per share.
2) The Company's share capital decrease for an amount of Euro 36.180.549 was approved through the reduction of the nominal value of the shares of the Company by an amount of Euro 0,90 per share, i.e. from Euro 1,20 to Euro 0,30 per share, and return of an equal amount of capital to the shareholders in cash. The relevant authorizations were granted to the Board of Directors of the Company in relation to the return to the shareholders of the amount of the decrease of capital through payment in cash, the cut-off of such right, as well as the date of the initiation of the return of the capital.
3) The amendment of Article 3 of the Articles of Association of the Company, and the codification of the Articles of Association into a unified text were approved.
4) The relevant authorisations were granted to the Board of Directors in order to effect the necessary amendments to the Company's stock option plans to the extent that these are affected by the above items of the agenda (modification of exercise price).
5) A share buy back scheme was approved according to article 16 of Codified Law 2190/1920 for shares representing a percentage of up to 10% of the Company?s share capital (currently 40.200.610 shares) for a period of 24 months as of today, i.e. until September 5, 2010, with minimum purchase price Euro 1 and maximum purchase price Euro 25 per share.
The above resolutions were taken by majority.
1) The Company?s share capital increase for an amount of Euro 8.040.122 was approved through the capitalization of a portion of the account Balance from the issuance of shares above par value? by increasing the nominal value of each share of the Company by Euro 0,20 per share, i.e. from Euro 1,00 to Euro 1,20 per share.
2) The Company's share capital decrease for an amount of Euro 36.180.549 was approved through the reduction of the nominal value of the shares of the Company by an amount of Euro 0,90 per share, i.e. from Euro 1,20 to Euro 0,30 per share, and return of an equal amount of capital to the shareholders in cash. The relevant authorizations were granted to the Board of Directors of the Company in relation to the return to the shareholders of the amount of the decrease of capital through payment in cash, the cut-off of such right, as well as the date of the initiation of the return of the capital.
3) The amendment of Article 3 of the Articles of Association of the Company, and the codification of the Articles of Association into a unified text were approved.
4) The relevant authorisations were granted to the Board of Directors in order to effect the necessary amendments to the Company's stock option plans to the extent that these are affected by the above items of the agenda (modification of exercise price).
5) A share buy back scheme was approved according to article 16 of Codified Law 2190/1920 for shares representing a percentage of up to 10% of the Company?s share capital (currently 40.200.610 shares) for a period of 24 months as of today, i.e. until September 5, 2010, with minimum purchase price Euro 1 and maximum purchase price Euro 25 per share.
The above resolutions were taken by majority.