BLUE STAR ΝΑΥΤΙΛΙΑΚΗ Α.Ε.
Decisions of the Extraordinary Meeting of Shareholders
At the Extraordinary Meeting of the shareholders of Blue Star Maritime S.A., which took place on 2nd December, 2008, shareholders holding 92,223,749 shares, or 87.83% of 105,000,000 bearer shares were present.
The Extraordinary Meeting resolved on the following:
1. Approved 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 report of the Chartered Accountant Mr. Vassilios Kazas, regarding the verification of the book value of the assets of the company; d) the company's transformation balance sheet of 30.06.2008; e) the report of the auditing house PKF Euroauditing SA regarding the fair and reasonable price of the share exchange ratio, as well as the report of the Board of Directors to the General Shareholders' Meeting, 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 and authorized it for every act regarding the completion of the Merger.
2. Approved 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. Appointed the 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 Extraordinary Meeting resolved on the following:
1. Approved 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 report of the Chartered Accountant Mr. Vassilios Kazas, regarding the verification of the book value of the assets of the company; d) the company's transformation balance sheet of 30.06.2008; e) the report of the auditing house PKF Euroauditing SA regarding the fair and reasonable price of the share exchange ratio, as well as the report of the Board of Directors to the General Shareholders' Meeting, 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 and authorized it for every act regarding the completion of the Merger.
2. Approved 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. Appointed the 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.