GEK TERNA S.A.
Invitation for the Shareholders of the societe anonyme "GEK HOLDING REAL ESTATE CONSTRUCTION SOCIETE ANONYME" to Extraordinary General Assembly
According to Codified Law 2190/1920 "Regarding Societes Anonymes" and the Articles of Association on, the Board of Directors of the company with the registered name "GEK HOLDING REAL ESTATE CONSTRUCTION SOCIETE ANONYME" and the distinctive title "GEK S.A.", invites the Shareholders of the Company to Extraordinary General Assembly on Thursday, the 6th day of November 2008 and at 11:00 a.m., in the registered offices of the Company, at 85, Messogion Ave., 11526, Athens.
In case the required quorum is not achieved, the Shareholders are invited to a 1st Repeated General Meeting on Tuesday the 18th of November 2008 and at 11:00 am at the company?s registered offices, 85 Mesogeion Ave., 11526 Athens.
The daily agenda issues are as follows:
1. Submission and approval of: a) the Break-up Agreement dated 18.9.2008 of the company "TERNA SOCIETE ANONYME TOURISM TECHNICAL AND MARITIME COMPANY" in two sections (divisions), with absorption of the first by the company "GEK Societe Anonyme Holdings, Real Estate, Constructions Company" d.t. "GEK S.A.", and the second by the company "LITHOS SOCIETE ANONYME", b) the explanatory report by the Board of Directors on the aforementioned Break-up Agreement c) the report by the Certified Auditor - Accountant on the definition of the book value of assets of the splitting company and d) the report according to article 4.1.4.1.3 of the Athens Exchange Regulation following the relevant report by ALPHA BANK on the valuation of assets of the companies participating in the Break-up.
2. Approval of the Break-up of the company "TERNA SOCIETE ANONYME TOURISM TECHNICAL AND MARITIME COMPANY" in two sections (divisions), with absorption of the first by the company "GEK Societe Anonyme Holdings, Real Estate, Constructions Company" d.t. "GEK S.A.", and the second by the company "LITHOS SOCIETE ANONYME", according to the provisions of articles 81-86 of C.L. 2190/20 and articles 1-5 of L.2166/93.
3. The share capital increase of the company, due to absorption of the division of the splitting company "TERNA SOCIETE ANONYME TOURISM TECHNICAL AND SHIPPING COMPANY" and amendment of the relevant article 5 of its Articles of Association referring to share capital.
4. Amendment of the company's name and subsequently of article 1 of its Articles of Association
5. Designation of company representative for the execution before a notary public of the Break-up agreement through absorption.
Shareholders who wish to participate in the General Assembly, either in person or through a representative, by signing a relevant authorization form available on the company's website (www.gek.gr) and at the Company's offices, according to the Law and the Company's Articles of Association, should:
- If their shares are not deposited in the Special Account, they should block all or part of them, through their Authorized Broker, and receive from the latter a relevant Certificate of Hold of their shares. This Certificate has to be submitted to the offices of the Company accompanied by proxy for their representation, if any, at least five (5) days before the date of the Extraordinary General Assembly.
- If their shares are deposited in the Special Account, they should block all or part of them by stating so to the Hellenic Exchange S.A. (ex CENTRAL SECURITIES DEPOSITORY S.A.) and receive from the latter the relevant Certificate of Hold of their shares. This Certificate has to be submitted to the offices of the Company accompanied by proxy for their representation, if any, at least five (5) days before the date of the Extraordinary General Assembly.
In case the required quorum is not achieved, the Shareholders are invited to a 1st Repeated General Meeting on Tuesday the 18th of November 2008 and at 11:00 am at the company?s registered offices, 85 Mesogeion Ave., 11526 Athens.
The daily agenda issues are as follows:
1. Submission and approval of: a) the Break-up Agreement dated 18.9.2008 of the company "TERNA SOCIETE ANONYME TOURISM TECHNICAL AND MARITIME COMPANY" in two sections (divisions), with absorption of the first by the company "GEK Societe Anonyme Holdings, Real Estate, Constructions Company" d.t. "GEK S.A.", and the second by the company "LITHOS SOCIETE ANONYME", b) the explanatory report by the Board of Directors on the aforementioned Break-up Agreement c) the report by the Certified Auditor - Accountant on the definition of the book value of assets of the splitting company and d) the report according to article 4.1.4.1.3 of the Athens Exchange Regulation following the relevant report by ALPHA BANK on the valuation of assets of the companies participating in the Break-up.
2. Approval of the Break-up of the company "TERNA SOCIETE ANONYME TOURISM TECHNICAL AND MARITIME COMPANY" in two sections (divisions), with absorption of the first by the company "GEK Societe Anonyme Holdings, Real Estate, Constructions Company" d.t. "GEK S.A.", and the second by the company "LITHOS SOCIETE ANONYME", according to the provisions of articles 81-86 of C.L. 2190/20 and articles 1-5 of L.2166/93.
3. The share capital increase of the company, due to absorption of the division of the splitting company "TERNA SOCIETE ANONYME TOURISM TECHNICAL AND SHIPPING COMPANY" and amendment of the relevant article 5 of its Articles of Association referring to share capital.
4. Amendment of the company's name and subsequently of article 1 of its Articles of Association
5. Designation of company representative for the execution before a notary public of the Break-up agreement through absorption.
Shareholders who wish to participate in the General Assembly, either in person or through a representative, by signing a relevant authorization form available on the company's website (www.gek.gr) and at the Company's offices, according to the Law and the Company's Articles of Association, should:
- If their shares are not deposited in the Special Account, they should block all or part of them, through their Authorized Broker, and receive from the latter a relevant Certificate of Hold of their shares. This Certificate has to be submitted to the offices of the Company accompanied by proxy for their representation, if any, at least five (5) days before the date of the Extraordinary General Assembly.
- If their shares are deposited in the Special Account, they should block all or part of them by stating so to the Hellenic Exchange S.A. (ex CENTRAL SECURITIES DEPOSITORY S.A.) and receive from the latter the relevant Certificate of Hold of their shares. This Certificate has to be submitted to the offices of the Company accompanied by proxy for their representation, if any, at least five (5) days before the date of the Extraordinary General Assembly.