ΜΙΝΩΙΚΕΣ ΓΡΑΜΜΕΣ Α.Ν.Ε.
Resolutions of the Extraordinary General Meeting.
The Extraordinary General Meeting of the shareholders of Minoan Lines S.A. which was held in Heraklion, Greece on Thursday 30th of April 2009, acquired or represented by shareholders of 63,326,793 shares percentage 89.286% of the total share capital (70,926,000), passed the following resolutions:
1. Approved the 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 (percentage 100.000%).
2. Approved the 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 (percentage 99.997%).
3. Approved the 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 (percentage 100.000%).
4. Approved the 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 (percentage 100.000%).
5. Approved the 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 (percentage 100.000%).
6. Approved the 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 (percentage 100.000%).
7. Approved the 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 (percentage 100.00%).
8. Approved the abolition of par. 3 of article 24 of the Company's Articles of Association (percentage 100.000%).
9. Approved the 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 (percentage 100.00%).
10. Approved the abolition of par. 3 of article 25 of the Company's Articles of Association (percentage 100.000%).
1. Approved the 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 (percentage 100.000%).
2. Approved the 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 (percentage 99.997%).
3. Approved the 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 (percentage 100.000%).
4. Approved the 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 (percentage 100.000%).
5. Approved the 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 (percentage 100.000%).
6. Approved the 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 (percentage 100.000%).
7. Approved the 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 (percentage 100.00%).
8. Approved the abolition of par. 3 of article 24 of the Company's Articles of Association (percentage 100.000%).
9. Approved the 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 (percentage 100.00%).
10. Approved the abolition of par. 3 of article 25 of the Company's Articles of Association (percentage 100.000%).