ΜΙΝΩΙΚΕΣ ΓΡΑΜΜΕΣ Α.Ν.Ε.
Invitation to the Shareholders' Extraordinary General Meeting
By virtue of a resolution made by the Board of Directors of the company "MINOAN LINES Shipping S.A.", a company registered in Heraklion, Crete (17, 25th August Street), and pursuant to the law and the articles of association thereof, the Shareholders are invited to attend the Shareholders' Extraordinary General Meeting on Thursday 30th April 2009, at 15:00 hours, which will be held in the Headquarters of the Company in Heraklion Crete (17, 25th August street), in order to discuss and resolve on the following issues of the agenda:
1. Amendment of the article 15 of the Company's Articles of Association as for the number of the members of Directors (seven up to nine instead of nine up to twelve.)
2. Amendment of the article 17 of the Company's Articles of Association as for the term of office of the members of the Board of Directors (four-year term instead of three) and abolition of par. 2 of the same article.
3. Amendment of the article 19 par. 1 of the Company's Articles of Association (abolition of secret voting as a way of electing the Managing Director).
4. Abolition of par. 2 of article 19 concerning the capability of the Board of Directors to assign duties of the General Manager to a person non-member of the Board of Directors instead of electing a Managing Director and consequent abolition of the relevant reference concerning the General Manager in the remaining articles of the Company's Articles of Association (where mentioned).
5. Amendment of article 20 of the Company's Articles of Association with the provision that the Company is represented by the Chairman of the Board of Directors and the Managing Director acting jointly or separately.
6. Amendment of article 21 of the Company's Articles of Association abolishing the institution of the elected, by the General Meeting, deputy members of the Board of Directors and introduction of the provisions of par. 7 to 9 of article 18 of the Codified Law 2190/1920.
7. Amendment of article 22 of the Company's Articles of Association with the provision of the Board's meeting in other domestic places or places abroad.
8. Abolition of par. 3 of article 24 of the Company's Articles of Association.
9. Amendment of article 25 par. 1 of the Company's Articles of Association with the introduction of provisions as for the quorum of article 21 par. 2 of the Codified Law 2190/1920.
10. Abolition of par. 3 of article 25 of the Company's Articles of Association.
The Shareholders wishing to attend the Shareholders' Extraordinary General Meeting must apply to their shares' operator to request part or all of the shares held by them to be bound and obtain the Share Binding Certificate which must be presented to the company's offices at least five (5) days prior to the date of the Shareholders? Extraordinary General Meeting (i.e. by 24th April 2009).
The Shareholders who have shares deposited in the Special Account of the Sociεtε Anonyme "HELLENIC STOCK EXCHANGES.A., CLEARING, SETTLEMENT AND REGISTRY" which has acquired "the Central Securities Depository" must apply to "HELLENIC STOCK EXCHANGE S.A." to request the binding of the shares which are deposited to the above company and obtain thereby the required Share Binding Certificate for the participation to the Shareholders? Extraordinary General Meeting, which must be presented to the company's offices at least five (5) days prior to the date of the Shareholders' Ordinary General Meeting (i.e. by 24th April 2009).
Finally, the Shareholders must present any Powers of Attorney to the company at least five (5) days prior to the day of the Shareholders' Extraordinary General Meeting (i.e. by 24th April 2009).
For the Shareholders' facilitation, a form of the Power of Attorney will be available at the company's Headquarters in Heraklion, Crete (17, 25th August Street) and at the offices in Piraeus, Attica (6-10, Thermopylon Street).
1. Amendment of the article 15 of the Company's Articles of Association as for the number of the members of Directors (seven up to nine instead of nine up to twelve.)
2. Amendment of the article 17 of the Company's Articles of Association as for the term of office of the members of the Board of Directors (four-year term instead of three) and abolition of par. 2 of the same article.
3. Amendment of the article 19 par. 1 of the Company's Articles of Association (abolition of secret voting as a way of electing the Managing Director).
4. Abolition of par. 2 of article 19 concerning the capability of the Board of Directors to assign duties of the General Manager to a person non-member of the Board of Directors instead of electing a Managing Director and consequent abolition of the relevant reference concerning the General Manager in the remaining articles of the Company's Articles of Association (where mentioned).
5. Amendment of article 20 of the Company's Articles of Association with the provision that the Company is represented by the Chairman of the Board of Directors and the Managing Director acting jointly or separately.
6. Amendment of article 21 of the Company's Articles of Association abolishing the institution of the elected, by the General Meeting, deputy members of the Board of Directors and introduction of the provisions of par. 7 to 9 of article 18 of the Codified Law 2190/1920.
7. Amendment of article 22 of the Company's Articles of Association with the provision of the Board's meeting in other domestic places or places abroad.
8. Abolition of par. 3 of article 24 of the Company's Articles of Association.
9. Amendment of article 25 par. 1 of the Company's Articles of Association with the introduction of provisions as for the quorum of article 21 par. 2 of the Codified Law 2190/1920.
10. Abolition of par. 3 of article 25 of the Company's Articles of Association.
The Shareholders wishing to attend the Shareholders' Extraordinary General Meeting must apply to their shares' operator to request part or all of the shares held by them to be bound and obtain the Share Binding Certificate which must be presented to the company's offices at least five (5) days prior to the date of the Shareholders? Extraordinary General Meeting (i.e. by 24th April 2009).
The Shareholders who have shares deposited in the Special Account of the Sociεtε Anonyme "HELLENIC STOCK EXCHANGES.A., CLEARING, SETTLEMENT AND REGISTRY" which has acquired "the Central Securities Depository" must apply to "HELLENIC STOCK EXCHANGE S.A." to request the binding of the shares which are deposited to the above company and obtain thereby the required Share Binding Certificate for the participation to the Shareholders? Extraordinary General Meeting, which must be presented to the company's offices at least five (5) days prior to the date of the Shareholders' Ordinary General Meeting (i.e. by 24th April 2009).
Finally, the Shareholders must present any Powers of Attorney to the company at least five (5) days prior to the day of the Shareholders' Extraordinary General Meeting (i.e. by 24th April 2009).
For the Shareholders' facilitation, a form of the Power of Attorney will be available at the company's Headquarters in Heraklion, Crete (17, 25th August Street) and at the offices in Piraeus, Attica (6-10, Thermopylon Street).