MIG HOLDINGS S.A.
Notice to the Ordinary General Meeting of Shareholders
Upon decision of the Board of Directors of the company under the name "MARFIN INVESTMENT GROUP HOLDINGS S.A.", adopted at its meeting of 4.5.2009, the Shareholders of the Company are invited to attend the Ordinary General Meeting on Tuesday, May 26th 2009 at 17:00 hours, at the conference room on the ground floor of the premises of the "Investment Bank of Greece S.A.", located in Maroussi of Attica, at 24 B Kifissias Avenue, in order to deliberate on the following items on the agenda:
1. Submission and approval of the Individual and Consolidated Annual Financial Statements of the fiscal year 2008, the respective Reports of the Board of Directors and the Chartered Accountant / Auditor.
2. Discharge of the Members of the Board and Chartered Accountant / Auditor from all liability with regard to the activities of fiscal year 2008.
3. Appointment of an Accounting / Auditing Firm and of one ordinary and one substitute Chartered Accountant / Auditor from the Body of Chartered Accountants for the fiscal year 2009. Determination of their remuneration.
4. Submission and approval of the Report of Activities of the Nomination and Remuneration Committee to the Ordinary General Meeting of Shareholders.
5. Revocation of the resolutions of the 2nd Reiterative Extraordinary General Shareholders' Meeting of the Company held on 24.11.2008 (under the items 1-4 of its Agenda) regarding the share capital increase of the Company. Amendment of article 5, para. 1 of the Company's Articles.
6. Increase of the Company's share capital through capitalization of reserves, with a respective increase of the nominal value of each share. Further amendment of article 5 para. 1 of the Company's Articles.
7. Decrease of the Company's share capital through cash refunding (constructive dividend) to the shareholders, with a respective decrease of the nominal value of each share. Further amendment of article 5 para. 1 of the Company's Articles.
8. Increase of the Company's share capital through payment in cash through the issuance of new common registered shares to be issued above par by providing the shareholders with the option to reinvest the contructive dividend. - Further amendment of article 5, para. 1 of the Company's Articles. - Determination of the issue price of the new shares and of the other terms of the increase of the share capital. - Listing of the shares to be issued as a result of the share capital increase at the Athens Stock Exchange. - Authorization of the Board of Directors of the Company to regulate all issues pertaining to the disposal and the listing of new shares at the Athens Stock Exchange as well as any other related issue.
9. Renewal of the authorization of the Board of Directors to issue bond loans pursuant to articles 3a and 13 of codified law 2190/1920 and 1 of law 3156/2003 and amendment of article 5, para. 2 of the Company's Articles.
10. Modification of the terms of the Stock Option Plan established by the 2nd Reiterative Extraordinary General Shareholders' Meeting of the Company held on 3.9.2007, in accordance with article 13, para.13 of codified law 2190/1920, including the price of exercise of the options.
11. Acquisition of owned shares pursuant to article 16 paras. 1 and 2 of codified law 2190/1920.
12. Election of new Board of Directors. - Appointment of Independent Members of the Board.
13. Election of Members to the Nomination & Remuneration Committee of the Company.
14. Establishment and election of Members of Audit Committee pursuant to article 37 of law 3693/2008.
15. Approval of contracts and remunerations pursuant to articles 23a and 24 of codified law 2190/1920.
In case that the quorum required by the Law for deliberation on any of the items on the Agenda is not attained, the 1st Reiterative Ordinary General Meeting will be held on Tuesday, June 9th 2009 at 17:00 hours and at the same premises, and the 2nd Reiterative Ordinary General Meeting (if required) will be held on Tuesday, June 23rd 2009, at 17:00 hours and at the same premises.
The items on the Agenda of any Reiterative Ordinary General Meetings will be those listed above, excluding the items on which it shall have been possible to deliberate.
All Shareholders are entitled to attend the Meeting pursuant to the Articles, either in person or by proxy. Those of the Shareholders wishing to participate at the Ordinary General Meeting and any Reiterative Meeting thereof should block the entirety or part of their shares through the Administrator of the Account where their shares are registered, at the Incorporeal Securities System, or through Hellenic Stock Exchanges S.A. (former Central Securities Depository - HSE) in respect of shares registered in their Special Account, and submit to the Company's Treasurer (24, Kifissias Avenue, Maroussi, Attica) the relevant Certificate of blockage issued by the Administrator or HSE respectively, together with any documents authorizing their proxy, at least five (5) days prior to the date scheduled for the Ordinary General Meeting or any Reiterative General Meeting thereof.
1. Submission and approval of the Individual and Consolidated Annual Financial Statements of the fiscal year 2008, the respective Reports of the Board of Directors and the Chartered Accountant / Auditor.
2. Discharge of the Members of the Board and Chartered Accountant / Auditor from all liability with regard to the activities of fiscal year 2008.
3. Appointment of an Accounting / Auditing Firm and of one ordinary and one substitute Chartered Accountant / Auditor from the Body of Chartered Accountants for the fiscal year 2009. Determination of their remuneration.
4. Submission and approval of the Report of Activities of the Nomination and Remuneration Committee to the Ordinary General Meeting of Shareholders.
5. Revocation of the resolutions of the 2nd Reiterative Extraordinary General Shareholders' Meeting of the Company held on 24.11.2008 (under the items 1-4 of its Agenda) regarding the share capital increase of the Company. Amendment of article 5, para. 1 of the Company's Articles.
6. Increase of the Company's share capital through capitalization of reserves, with a respective increase of the nominal value of each share. Further amendment of article 5 para. 1 of the Company's Articles.
7. Decrease of the Company's share capital through cash refunding (constructive dividend) to the shareholders, with a respective decrease of the nominal value of each share. Further amendment of article 5 para. 1 of the Company's Articles.
8. Increase of the Company's share capital through payment in cash through the issuance of new common registered shares to be issued above par by providing the shareholders with the option to reinvest the contructive dividend. - Further amendment of article 5, para. 1 of the Company's Articles. - Determination of the issue price of the new shares and of the other terms of the increase of the share capital. - Listing of the shares to be issued as a result of the share capital increase at the Athens Stock Exchange. - Authorization of the Board of Directors of the Company to regulate all issues pertaining to the disposal and the listing of new shares at the Athens Stock Exchange as well as any other related issue.
9. Renewal of the authorization of the Board of Directors to issue bond loans pursuant to articles 3a and 13 of codified law 2190/1920 and 1 of law 3156/2003 and amendment of article 5, para. 2 of the Company's Articles.
10. Modification of the terms of the Stock Option Plan established by the 2nd Reiterative Extraordinary General Shareholders' Meeting of the Company held on 3.9.2007, in accordance with article 13, para.13 of codified law 2190/1920, including the price of exercise of the options.
11. Acquisition of owned shares pursuant to article 16 paras. 1 and 2 of codified law 2190/1920.
12. Election of new Board of Directors. - Appointment of Independent Members of the Board.
13. Election of Members to the Nomination & Remuneration Committee of the Company.
14. Establishment and election of Members of Audit Committee pursuant to article 37 of law 3693/2008.
15. Approval of contracts and remunerations pursuant to articles 23a and 24 of codified law 2190/1920.
In case that the quorum required by the Law for deliberation on any of the items on the Agenda is not attained, the 1st Reiterative Ordinary General Meeting will be held on Tuesday, June 9th 2009 at 17:00 hours and at the same premises, and the 2nd Reiterative Ordinary General Meeting (if required) will be held on Tuesday, June 23rd 2009, at 17:00 hours and at the same premises.
The items on the Agenda of any Reiterative Ordinary General Meetings will be those listed above, excluding the items on which it shall have been possible to deliberate.
All Shareholders are entitled to attend the Meeting pursuant to the Articles, either in person or by proxy. Those of the Shareholders wishing to participate at the Ordinary General Meeting and any Reiterative Meeting thereof should block the entirety or part of their shares through the Administrator of the Account where their shares are registered, at the Incorporeal Securities System, or through Hellenic Stock Exchanges S.A. (former Central Securities Depository - HSE) in respect of shares registered in their Special Account, and submit to the Company's Treasurer (24, Kifissias Avenue, Maroussi, Attica) the relevant Certificate of blockage issued by the Administrator or HSE respectively, together with any documents authorizing their proxy, at least five (5) days prior to the date scheduled for the Ordinary General Meeting or any Reiterative General Meeting thereof.