SCIENS ΔΙΕΘΝΗΣ Α.Ε. ΕΠΕΝΔΥΣΕΩΝ ΚΑΙ ΣΥΜΜΕΤΟΧΩΝ
Resolutions of the Ordinary General Meeting
It is notified by the Company "SCIENS INTERNATIONAL INVESTMENTS AND HOLDINGS SOCIETE ANONYME" (hereinafter the "Company"), that the Ordinary General Meeting of the Shareholders was held on 30.06.2009, at 10.00 a.m. at the "ATHENS ELECTRA PALACE HOTEL" located in Athens, at 18-20 N. Nikodemos St., at which 8 shareholders were present (either in person or represented), who represented 110,379,656 shares, i.e. 67.69% of the share capital and voting rights of the Company.
The items of the Agenda of the relevant invitation to the Shareholders of the Company were the following:
1. Submission and approval of the Annual and Consolidated Financial Statements of the financial year 01.01.2008 - 31.12.2008, together with the relevant reports of the Board of Directors and the Chartered Auditors. Approval of distribution of profits of the year.
2. Release of the members of the Board of Directors and of the Chartered Auditors from any liability for the transactions of the financial year 01.01.2008 - 31.12.2008.
3. Approval of fees of the members of the Board of Directors for the financial year 01.01.2008 - 31.12.2008 and preliminary approval of the payment of fees of the members of the Board of Directors for the financial year 01.01.2009 - 31.12.2009.
4. Appointment of Chartered Auditors for the financial year 2009 and determination of their fees.
5.Ratification of the appointment of the members of the Board of Directors to substitute the resigned members by the Board of Directors.
6. Granting of permit, pursuant to Article 23 of the Codified Law 2190/1920 to the members of the Board of Directors and the Managers of the Company to participate in the administration of companies with similar corporate object.
7. Approval of the conclusion and/or amendment of agreements, pursuant to Article 23a of the Codified Law 2190/1920.
8.Amendment of the General Meeting decision dated 05.02.2008 regarding the purchase of own shares, pursuant to article 16 of the Codified Law 2190/1920.
9.Miscellaneous issues and notices.
For all the items of the Agenda, the required by Law and by the Articles of Association of the Company quorum was established and in particular, the legal quorum of 1/5 of the paid-up share capital of the company, which is required pursuant to Article 29, par. 1 of the Codified Law 2190/1920.
During the voting procedure for all the above items, shareholders representing a total of 110,379,656 shares participated, (which corresponds to a percentage of 67.69% of the share capital), i.e. a percentage of 100% of the shareholders present.
The resolutions adopted in relation to the above items of the Agenda are as follows:
1. In relation to the first item of the Agenda, the Ordinary General Meeting of the Shareholders unanimously approved, i.e. by 110,379,656 votes, meaning a percentage of 100% of the shareholders who were present and voted the Annual and Consolidated Financial Statements of the financial year 01.01.2008 - 31.12.2008, together with the relevant reports of the Board of Directors and the Chartered Auditors.
2. In relation to the second item of the Agenda, the Ordinary General Meeting of the Shareholders unanimously approved, i.e. by 110,379,656 votes, meaning a percentage of 100% of the shareholders who were present and voted, the release of the members of the Board of Directors and of the Chartered Accountants from any liability for the transactions of the financial year 01.01.2008 - 31.12.2008.
3. In relation to the third item of the Agenda, the Ordinary General Meeting of the Shareholders unanimously approved, i.e. by 110,379,656 votes, meaning a percentage of 100% of the shareholders who were present and voted, the fees of the members of the Board of Directors for the financial year 01.01.2008 - 31.12.2008 and pre-approved the payment of fees of the members of the Board of Directors for the financial year 01.01.2009 - 31.12.2009.
4.In relation to the fourth item of the Agenda, the Ordinary General Meeting of the Shareholders unanimously approved, i.e. by 110,379,656 votes, meaning a percentage of 100% of the shareholders who were present and voted, the appointment of Mr. Constantinos Michalatos, with Chartered Accountants-Auditors Register No 17701, employee of the company PriceWaterhouseCoopers as the ordinary chartered auditor and Mr. Dimitrios Sourbis, with Chartered Accountants-Auditors Register No 16891, employee of the company PriceWaterhouseCoopers, as alternate chartered auditor and authorized the Board of Directors to determine their fees for the financial year 2009.
5.In relation to the fifth item of the Agenda, the Ordinary General Meeting of the Shareholders unanimously approved, i.e. by 110,379,656 votes, meaning a percentage of 100% of the shareholders who were present and voted, the appointment of Mr. Stavros Siokos to replace the resigned member of the Board of Directors Mr. Giorgios Papaioannou, which was effected by virtue of the resolution of the Board of Directors of the Company dated 30.06.2008.
6.In relation to the sixth item of the Agenda, the Ordinary General Meeting of the Shareholders unanimously approved, i.e. by 110,379,656 votes, meaning a percentage of 100% of the shareholders who were present and voted, the granting of a permit, pursuant to Article 23 of the Codified Law 2190/1920, to the members of the Board of Directors and the Managing Directors of the Company to participate in the administration of affiliated companies which have identical or similar corporate objects.
7. In relation to the seventh item of the Agenda, the Ordinary General Meeting of the Shareholders unanimously approved, i.e. by 110,379,656 votes meaning a percentage of 100% of the shareholders present who voted, the conclusion and/or amendment of agreements which fall into the scope of Article 23a of the Codified Law 2190/1920.
8. In relation to the eighth item of the Agenda, the Ordinary General Meeting of the Shareholders unanimously approved, i.e. by 110,379,656 votes, meaning a percentage of 100% of the shareholders who were present and voted, the amendment of the General Meeting decision dated 05.02.2008 regarding the purchase of own shares, pursuant to article 16 of the Codified Law 2190/1920. In particular, the purpose of the existing programme of own shares purchase is amended and will include in total the following possibilities:
(i) the reduction of the Company's share capital,
(ii) the fulfilment of the Company's obligations which occurred by debt certificates convertible (or exchangeable) to share certificates (i.e. regarding a convertible or exchangeable bond loan),
(iii) the future acquisition of shares of another company, i.e the Company could purchase and hold own shares for future use, as a mean of payment for the acquisition of shares of another Company, or/and
(iv) any other possibility it may be established in the future regarding the own shares purchase by listed societe anomymes.
There is no other decision taken.
The items of the Agenda of the relevant invitation to the Shareholders of the Company were the following:
1. Submission and approval of the Annual and Consolidated Financial Statements of the financial year 01.01.2008 - 31.12.2008, together with the relevant reports of the Board of Directors and the Chartered Auditors. Approval of distribution of profits of the year.
2. Release of the members of the Board of Directors and of the Chartered Auditors from any liability for the transactions of the financial year 01.01.2008 - 31.12.2008.
3. Approval of fees of the members of the Board of Directors for the financial year 01.01.2008 - 31.12.2008 and preliminary approval of the payment of fees of the members of the Board of Directors for the financial year 01.01.2009 - 31.12.2009.
4. Appointment of Chartered Auditors for the financial year 2009 and determination of their fees.
5.Ratification of the appointment of the members of the Board of Directors to substitute the resigned members by the Board of Directors.
6. Granting of permit, pursuant to Article 23 of the Codified Law 2190/1920 to the members of the Board of Directors and the Managers of the Company to participate in the administration of companies with similar corporate object.
7. Approval of the conclusion and/or amendment of agreements, pursuant to Article 23a of the Codified Law 2190/1920.
8.Amendment of the General Meeting decision dated 05.02.2008 regarding the purchase of own shares, pursuant to article 16 of the Codified Law 2190/1920.
9.Miscellaneous issues and notices.
For all the items of the Agenda, the required by Law and by the Articles of Association of the Company quorum was established and in particular, the legal quorum of 1/5 of the paid-up share capital of the company, which is required pursuant to Article 29, par. 1 of the Codified Law 2190/1920.
During the voting procedure for all the above items, shareholders representing a total of 110,379,656 shares participated, (which corresponds to a percentage of 67.69% of the share capital), i.e. a percentage of 100% of the shareholders present.
The resolutions adopted in relation to the above items of the Agenda are as follows:
1. In relation to the first item of the Agenda, the Ordinary General Meeting of the Shareholders unanimously approved, i.e. by 110,379,656 votes, meaning a percentage of 100% of the shareholders who were present and voted the Annual and Consolidated Financial Statements of the financial year 01.01.2008 - 31.12.2008, together with the relevant reports of the Board of Directors and the Chartered Auditors.
2. In relation to the second item of the Agenda, the Ordinary General Meeting of the Shareholders unanimously approved, i.e. by 110,379,656 votes, meaning a percentage of 100% of the shareholders who were present and voted, the release of the members of the Board of Directors and of the Chartered Accountants from any liability for the transactions of the financial year 01.01.2008 - 31.12.2008.
3. In relation to the third item of the Agenda, the Ordinary General Meeting of the Shareholders unanimously approved, i.e. by 110,379,656 votes, meaning a percentage of 100% of the shareholders who were present and voted, the fees of the members of the Board of Directors for the financial year 01.01.2008 - 31.12.2008 and pre-approved the payment of fees of the members of the Board of Directors for the financial year 01.01.2009 - 31.12.2009.
4.In relation to the fourth item of the Agenda, the Ordinary General Meeting of the Shareholders unanimously approved, i.e. by 110,379,656 votes, meaning a percentage of 100% of the shareholders who were present and voted, the appointment of Mr. Constantinos Michalatos, with Chartered Accountants-Auditors Register No 17701, employee of the company PriceWaterhouseCoopers as the ordinary chartered auditor and Mr. Dimitrios Sourbis, with Chartered Accountants-Auditors Register No 16891, employee of the company PriceWaterhouseCoopers, as alternate chartered auditor and authorized the Board of Directors to determine their fees for the financial year 2009.
5.In relation to the fifth item of the Agenda, the Ordinary General Meeting of the Shareholders unanimously approved, i.e. by 110,379,656 votes, meaning a percentage of 100% of the shareholders who were present and voted, the appointment of Mr. Stavros Siokos to replace the resigned member of the Board of Directors Mr. Giorgios Papaioannou, which was effected by virtue of the resolution of the Board of Directors of the Company dated 30.06.2008.
6.In relation to the sixth item of the Agenda, the Ordinary General Meeting of the Shareholders unanimously approved, i.e. by 110,379,656 votes, meaning a percentage of 100% of the shareholders who were present and voted, the granting of a permit, pursuant to Article 23 of the Codified Law 2190/1920, to the members of the Board of Directors and the Managing Directors of the Company to participate in the administration of affiliated companies which have identical or similar corporate objects.
7. In relation to the seventh item of the Agenda, the Ordinary General Meeting of the Shareholders unanimously approved, i.e. by 110,379,656 votes meaning a percentage of 100% of the shareholders present who voted, the conclusion and/or amendment of agreements which fall into the scope of Article 23a of the Codified Law 2190/1920.
8. In relation to the eighth item of the Agenda, the Ordinary General Meeting of the Shareholders unanimously approved, i.e. by 110,379,656 votes, meaning a percentage of 100% of the shareholders who were present and voted, the amendment of the General Meeting decision dated 05.02.2008 regarding the purchase of own shares, pursuant to article 16 of the Codified Law 2190/1920. In particular, the purpose of the existing programme of own shares purchase is amended and will include in total the following possibilities:
(i) the reduction of the Company's share capital,
(ii) the fulfilment of the Company's obligations which occurred by debt certificates convertible (or exchangeable) to share certificates (i.e. regarding a convertible or exchangeable bond loan),
(iii) the future acquisition of shares of another company, i.e the Company could purchase and hold own shares for future use, as a mean of payment for the acquisition of shares of another Company, or/and
(iv) any other possibility it may be established in the future regarding the own shares purchase by listed societe anomymes.
There is no other decision taken.