ALAPIS Α.Β.Ε.Ε.
Announcement
Resolutions of a General Meeting. The company "ALAPIS ABEE" (hereinafter the "Company") notifies that the Second Repeat Extraordinary General Meeting of Shareholders of the Extraordinary General Meeting dated 03.09.2008 was held on the 29.09.2008 at 15h00 in the Ledra Mariott hotel, located in Athens, 115 Syngrou Ave., in the Delos and Mykonos hall, which was attended (whether in person or by proxy) by 139 shareholders who represented 452,551,438 shares, i.e. 46.15% of the share capital and the voting rights of the Company.
For all the items of the agenda there was the quorum required by law or by the Company's articles of association and especially as to the items of increased quorum, there was the legal quorum of 1/3 of the paid up share capital of the Company that is required under article 29 par. 3 of c.l. 2190/1920. The resolutions adopted with regard to the items of the agenda are as follows:
1. As regards the first item of the agenda, the Extraordinary General Meeting of the shareholders approved by 427,172,840 votes pro i.e. a percentage of 95.77% and 18,880,304 votes con, i.e. a percentage of 4.23% of the votes cast,
(i) the issue of a convertible bond loan of an amount of up to Euro three hundred million (300,000,000) with abolition of the preemption right of the Company's shareholders, as per article 13 par. 10 of c.l. 2190/1920 (hereinafter "CBL") and (ii) the authorization of the Board of Directors for the determination of the specific terms of issue and distribution of the CBL and of the other necessary terms of the issue, conclusion, organization, distribution and, in general, operation of the CBL.
In particular the Extraordinary General Meeting approved the following principal terms of the CBL:
- The amount of issue of the CBL shall be up to the amount of Euro three hundred million (300,000,000).
- The term of the CBL shall be five (5) to seven (7) years from the time of issue of the CBL
- The manner of issue shall be at once or partially.
- The nature of the bonds shall be unregistered bonds of a nominal value of Euro fifty thousand (50,000) each.
- The range of the conversion ratio was fixed between 17,000 and 27,000 new shares of ALAPIS ABEE, of a nominal value of Euro 0.30 each, for each bond. The final price or the final conversion ratio shall be determined by the Board of Directors at the time of issue of the CBL.
The organization of the issue of the CBL is summarized as follows:
1. ALAPIS ABEE shall incorporate a special purpose company (hereinafter the "Subsidiary") in Luxembourg that will subscribe the CBL in whole.
2. The Subsidiary will draw the funds for underwriting the CBL from the issue of a convertible of an exchangeable bond loan (hereinafter "EBL") that will be subscribed for by third party investors. The debentures to be issued under the EBL (hereinafter the "Debentures") shall be exchangeable with the bonds to be issued by ALAPIS ABEE according to the terms of the CBL (hereinafter the "Bonds"). The Debentures shall be listed for trading at the Luxembourg Stock Exchange and in particular in its market called Euro MTF Market. The performance of the monetary obligations of the Subsidiary under the Debentures and the Trust Deed within the meaning defined below, shall be guaranteed by ALAPIS ABEE.
Also, in order to facilitate the distribution of the Debentures and to hedge the risk from the fluctuation of the stock exchange price of the shares of ALAPIS ABEE that may influence the exercise or not of the right of exchange of the Debentures with Bonds and finally with shares in the Company, the Extraordinary General Meeting resolved and authorized the Board of Directors of the Company to consider and, at its discretion, to proceed with the institution of a stock-borrow-facility with the mediation of underwriter banks, by virtue whereof the latter shall lend shares of ALAPIS ABEE to the holders of the Debentures, which (shares) shall derive from third-party investors and/or from the own shares portfolio of the Company.
2. As regards the second item of the agenda, the Extraordinary General Meeting of the shareholders approved with 446,693,881 votes pro, i.e. a percentage of 99.98% and 92,949 votes con, i.e. a percentage of 0.02% of the votes cast, the ratification of the election by the Board of Directors of members of the Board of Directors in replacement of resigned members.
3. As regards the third item of the agenda, the Extraordinary General Meeting of the shareholders resolved with 427,172,840 votes pro, i.e. a percentage of 95.77% and 18,880,304 votes con, i.e. a percentage of 4.23% of the votes cast, the renewal of the authorization to the Board of Directors (i) to issue a bond loan convertible into shares as per article 3a of c.l. 2190/1920 and (ii) to increase the share capital as per article 13 par. 1 of c.l. 2190/1920, in part or in whole, by the issue of new shares up to the amount of the existing share capital.
4. As regards the fourth item of the agenda, the Extraordinary General Meeting of the shareholders approved with 446,332,016 votes pro, i.e. a percentage of 99.98% and 101,265 votes con, i.e. a percentage of 0.02% of the votes cast changes and amendments to the Company's Articles of Association for the purpose of its adaptation according to c.l. 2190/1920 (as in force after its amendment by l. 3604/2007) and the amendment of article 1 of the Articles of Association with addition, abolition and renumbering of its articles and configuration thereof in a single text.
5. As regards the fifth item of the agenda, the Extraordinary General Meeting of the shareholders approved with 427,172,840 votes pro i.e. a percentage of 95.77% and 18,880,304 votes con, i.e. 4.23% of the votes cast the conclusion or/and modification of agreements as per article 23a of c.l. 2190/1920.
6. As regards the sixth item of the agenda, the Extraordinary General Meeting of the shareholders resolved with 446,693,881 votes pro, i.e. a percentage of 100% and 0 (zero) votes con, i.e. a percentage of 100% of the votes cast the modification-supplementation of the resolution of the Extraordinary General Meeting of the Company dated 04.02.2008 on the purchase of own shares as per article 16 of c.l. 2190/1920. In particular it was resolved by the Extraordinary General Meeting to add to the existing purpose of the reduction of the share capital of the Company the Company's possibility to dispose of its own shares in performance of obligations of the Company deriving from (a) debt instruments convertible into share titles (e.g. within the framework of an exchangeable bond loan) and (b) the eventual stock-borrow-facility.
7. As regards the seventh item of the agenda, the Extraordinary General Meeting of the shareholders adopted with 446,786,830 votes pro, i.e. a percentage of 100% and 0 (zero) votes con, i.e. a percentage of 0% of the votes cast, a resolution for the transmission of information by the Company by the use of electronic means (article 18 of l. 3556/2007). No other resolutions were adopted.
For all the items of the agenda there was the quorum required by law or by the Company's articles of association and especially as to the items of increased quorum, there was the legal quorum of 1/3 of the paid up share capital of the Company that is required under article 29 par. 3 of c.l. 2190/1920. The resolutions adopted with regard to the items of the agenda are as follows:
1. As regards the first item of the agenda, the Extraordinary General Meeting of the shareholders approved by 427,172,840 votes pro i.e. a percentage of 95.77% and 18,880,304 votes con, i.e. a percentage of 4.23% of the votes cast,
(i) the issue of a convertible bond loan of an amount of up to Euro three hundred million (300,000,000) with abolition of the preemption right of the Company's shareholders, as per article 13 par. 10 of c.l. 2190/1920 (hereinafter "CBL") and (ii) the authorization of the Board of Directors for the determination of the specific terms of issue and distribution of the CBL and of the other necessary terms of the issue, conclusion, organization, distribution and, in general, operation of the CBL.
In particular the Extraordinary General Meeting approved the following principal terms of the CBL:
- The amount of issue of the CBL shall be up to the amount of Euro three hundred million (300,000,000).
- The term of the CBL shall be five (5) to seven (7) years from the time of issue of the CBL
- The manner of issue shall be at once or partially.
- The nature of the bonds shall be unregistered bonds of a nominal value of Euro fifty thousand (50,000) each.
- The range of the conversion ratio was fixed between 17,000 and 27,000 new shares of ALAPIS ABEE, of a nominal value of Euro 0.30 each, for each bond. The final price or the final conversion ratio shall be determined by the Board of Directors at the time of issue of the CBL.
The organization of the issue of the CBL is summarized as follows:
1. ALAPIS ABEE shall incorporate a special purpose company (hereinafter the "Subsidiary") in Luxembourg that will subscribe the CBL in whole.
2. The Subsidiary will draw the funds for underwriting the CBL from the issue of a convertible of an exchangeable bond loan (hereinafter "EBL") that will be subscribed for by third party investors. The debentures to be issued under the EBL (hereinafter the "Debentures") shall be exchangeable with the bonds to be issued by ALAPIS ABEE according to the terms of the CBL (hereinafter the "Bonds"). The Debentures shall be listed for trading at the Luxembourg Stock Exchange and in particular in its market called Euro MTF Market. The performance of the monetary obligations of the Subsidiary under the Debentures and the Trust Deed within the meaning defined below, shall be guaranteed by ALAPIS ABEE.
Also, in order to facilitate the distribution of the Debentures and to hedge the risk from the fluctuation of the stock exchange price of the shares of ALAPIS ABEE that may influence the exercise or not of the right of exchange of the Debentures with Bonds and finally with shares in the Company, the Extraordinary General Meeting resolved and authorized the Board of Directors of the Company to consider and, at its discretion, to proceed with the institution of a stock-borrow-facility with the mediation of underwriter banks, by virtue whereof the latter shall lend shares of ALAPIS ABEE to the holders of the Debentures, which (shares) shall derive from third-party investors and/or from the own shares portfolio of the Company.
2. As regards the second item of the agenda, the Extraordinary General Meeting of the shareholders approved with 446,693,881 votes pro, i.e. a percentage of 99.98% and 92,949 votes con, i.e. a percentage of 0.02% of the votes cast, the ratification of the election by the Board of Directors of members of the Board of Directors in replacement of resigned members.
3. As regards the third item of the agenda, the Extraordinary General Meeting of the shareholders resolved with 427,172,840 votes pro, i.e. a percentage of 95.77% and 18,880,304 votes con, i.e. a percentage of 4.23% of the votes cast, the renewal of the authorization to the Board of Directors (i) to issue a bond loan convertible into shares as per article 3a of c.l. 2190/1920 and (ii) to increase the share capital as per article 13 par. 1 of c.l. 2190/1920, in part or in whole, by the issue of new shares up to the amount of the existing share capital.
4. As regards the fourth item of the agenda, the Extraordinary General Meeting of the shareholders approved with 446,332,016 votes pro, i.e. a percentage of 99.98% and 101,265 votes con, i.e. a percentage of 0.02% of the votes cast changes and amendments to the Company's Articles of Association for the purpose of its adaptation according to c.l. 2190/1920 (as in force after its amendment by l. 3604/2007) and the amendment of article 1 of the Articles of Association with addition, abolition and renumbering of its articles and configuration thereof in a single text.
5. As regards the fifth item of the agenda, the Extraordinary General Meeting of the shareholders approved with 427,172,840 votes pro i.e. a percentage of 95.77% and 18,880,304 votes con, i.e. 4.23% of the votes cast the conclusion or/and modification of agreements as per article 23a of c.l. 2190/1920.
6. As regards the sixth item of the agenda, the Extraordinary General Meeting of the shareholders resolved with 446,693,881 votes pro, i.e. a percentage of 100% and 0 (zero) votes con, i.e. a percentage of 100% of the votes cast the modification-supplementation of the resolution of the Extraordinary General Meeting of the Company dated 04.02.2008 on the purchase of own shares as per article 16 of c.l. 2190/1920. In particular it was resolved by the Extraordinary General Meeting to add to the existing purpose of the reduction of the share capital of the Company the Company's possibility to dispose of its own shares in performance of obligations of the Company deriving from (a) debt instruments convertible into share titles (e.g. within the framework of an exchangeable bond loan) and (b) the eventual stock-borrow-facility.
7. As regards the seventh item of the agenda, the Extraordinary General Meeting of the shareholders adopted with 446,786,830 votes pro, i.e. a percentage of 100% and 0 (zero) votes con, i.e. a percentage of 0% of the votes cast, a resolution for the transmission of information by the Company by the use of electronic means (article 18 of l. 3556/2007). No other resolutions were adopted.