ΜΗΧΑΝΙΚΗ Α.Ε.
Invitation for an Extraordinary General Shareholder's Assembly for holders of common shares
Following a decision of the Board of Directors and pursuant to the law and the Articles of Association, the shareholders of the Soci?t? Anonyme, with the company name MICHANIKI SA, holders of common shares are invited to an Extraordinary General Assembly, on the 20th of January 2010, Wednesday, at 15:00, at the head office of the Company, in the Prefecture of Amaroussio, Attica (91 M. Alexandrou and 25 Martiou Streets, ground floor, Meeting Hall) in order to discuss and decide on the following items on the agenda:
AGENDA
1. Modification of the decision of the extraordinary General Shareholders? Assembly on 21.02.2002, differentiating the distribution of the capitals, drawn from the increase in the share capital in cash, decided on by the 2nd repeating extraordinary General Shareholders? Assembly on 02.08.2000, approval of the way the Board of Directors manages and distributes the drawn capitals from the aforementioned increase and providing the Board of Directors with a relevant authorization with regard to the further distribution of the said capitals.
2. Modification (investigation and re-formulation) of the objective of the Company
3. Modification of article 3 of the Articles of Association on the objective, in order to include the aforementioned change
4. Nominal decrease in the share capital of the Company with the aim of setting up an equivalent special reserve fund, pursuant to the provisions of §4a, article 4 of C.L.2190/1920, added with article 32 of L. 3763/2009, without changing the number (quantity) of shares and the capitals and reserves of the Company remaining unchanged.
5. Modification of articles 5 and 32 of the Articles of Association on share capital, in order to include the aforementioned decrease
6. Increase of the share capital with the issuance in total of 46,453,256 new common registered shares with a voting right, which will be carried out with payment in cash and pre-emptive right in favour of the old shareholders of the Company in a ratio of one (1) new common registered share with a voting right per two (2) old common or preferential shares, giving the Board of Directors the authorization to determine the said issue, within a deadline determined by the General Assembly, the disposal price of each share, pursuant to the provision of §6, article 13, C.L.2190/1920, as replaced by §3, article 19, L. 3604/2007
7. Modification of articles 5 and 32 of the Articles of Association on share capital, in order to include the aforementioned increase
The following are required in order to decide a) on the 1st of the aforementioned items, the presence or representation of shareholders representing 1/5th of the paid share capital, distributed in common shares, and absolute majority of the represented votes in the Assembly; and b) on the other aforementioned items, the presence or representation of shareholders representing 2/3rd of the paid share capital, distributed in common shares, and a majority of the 2/3rds of the represented votes in the Assembly.
Should the aforementioned quorum is not achieved, the Company?s shareholders with common shares are invited to a:
1st repeating extraordinary General Assembly, on the 3rd of February, 2010, Wednesday, at 15:00, at the head office of the Company, in the Prefecture of Amaroussio, Attica (91 M. Alexandrou and 25 Martiou Streets, ground floor, Meeting Hall). The following are required in order to decide a) on the 1st of the aforementioned items, the presence or representation of shareholders representing any percentage of the paid share capital, distributed in common shares, and absolute majority of the represented votes in the Assembly and b) on the other aforementioned items, the presence or representation of shareholders representing 1/2nd of the paid share capital, distributed in common shares, and a majority of the 2/3rds of the represented votes in the Assembly.
2nd repeating extraordinary General Assembly, on the 17th of February, 2010, Wednesday, at 15:00, at the head office of the Company, in the Prefecture of Amaroussio, Attica (91 M. Alexandrou and 25 Martiou Streets, ground floor, Meeting Hall). During the 2nd repeating General Assembly, for the quorum for all the items with the exception of the first one on the agenda, the presence or representation of shareholders representing 1/5th of the paid capital, distributed in common shares, and a majority of the 2/3rds of the represented votes in the Assembly is required.
All the shareholders with common shares can participate and vote in the General Assembly either in person or through a representative, as well as any person that has a right to vote in case of common shares. Each common share gives the right of one vote. The shareholders and any person that has a right to vote in case of common shares wishing to participate in the General Assembly ought to, pursuant to the law and article 22 of the Articles of Association of the Company:
block, through their Operator, in the System of Dematerialized Securities, the total or part of their shares and obtain from the Operator the relevant Blocking Certificate;
block the total or part of their shares with their statement to the HELLENIC EXCHANGES SA (former CENTRAL SECURITIES DEPOSITORY SA) and obtain the relevant Blocking Certificate, if no Operator is appointed and their shares are registered in a Special Account;
deposit the blocking certificates and the representation documents to the central offices of the company (91 M. Alexandrou and 25 Martiou Streets, Amaroussio) at least five (5) days prior to the convocation date of the General Assembly, that is until Thursday 14th January, 2010, or in case of the 1st repeating General Assembly until Thursday, 28th January, 2010, or in case of the 2nd repeating General Assembly until Thursday, 11th February, 2010.
In order to facilitate the shareholders and any person with a right to vote whishing to be represented in the aforementioned Assemblies by a representative, a form of full powers in paper can be taken from the Company?s head offices and in an e-format, it can be found in the Company's website (http://www.michaniki.gr ). For more information and clarifications please contact the Shareholders' Department of MICHANIKI SA (tel: 210 8097100), during working days and hours.
AGENDA
1. Modification of the decision of the extraordinary General Shareholders? Assembly on 21.02.2002, differentiating the distribution of the capitals, drawn from the increase in the share capital in cash, decided on by the 2nd repeating extraordinary General Shareholders? Assembly on 02.08.2000, approval of the way the Board of Directors manages and distributes the drawn capitals from the aforementioned increase and providing the Board of Directors with a relevant authorization with regard to the further distribution of the said capitals.
2. Modification (investigation and re-formulation) of the objective of the Company
3. Modification of article 3 of the Articles of Association on the objective, in order to include the aforementioned change
4. Nominal decrease in the share capital of the Company with the aim of setting up an equivalent special reserve fund, pursuant to the provisions of §4a, article 4 of C.L.2190/1920, added with article 32 of L. 3763/2009, without changing the number (quantity) of shares and the capitals and reserves of the Company remaining unchanged.
5. Modification of articles 5 and 32 of the Articles of Association on share capital, in order to include the aforementioned decrease
6. Increase of the share capital with the issuance in total of 46,453,256 new common registered shares with a voting right, which will be carried out with payment in cash and pre-emptive right in favour of the old shareholders of the Company in a ratio of one (1) new common registered share with a voting right per two (2) old common or preferential shares, giving the Board of Directors the authorization to determine the said issue, within a deadline determined by the General Assembly, the disposal price of each share, pursuant to the provision of §6, article 13, C.L.2190/1920, as replaced by §3, article 19, L. 3604/2007
7. Modification of articles 5 and 32 of the Articles of Association on share capital, in order to include the aforementioned increase
The following are required in order to decide a) on the 1st of the aforementioned items, the presence or representation of shareholders representing 1/5th of the paid share capital, distributed in common shares, and absolute majority of the represented votes in the Assembly; and b) on the other aforementioned items, the presence or representation of shareholders representing 2/3rd of the paid share capital, distributed in common shares, and a majority of the 2/3rds of the represented votes in the Assembly.
Should the aforementioned quorum is not achieved, the Company?s shareholders with common shares are invited to a:
1st repeating extraordinary General Assembly, on the 3rd of February, 2010, Wednesday, at 15:00, at the head office of the Company, in the Prefecture of Amaroussio, Attica (91 M. Alexandrou and 25 Martiou Streets, ground floor, Meeting Hall). The following are required in order to decide a) on the 1st of the aforementioned items, the presence or representation of shareholders representing any percentage of the paid share capital, distributed in common shares, and absolute majority of the represented votes in the Assembly and b) on the other aforementioned items, the presence or representation of shareholders representing 1/2nd of the paid share capital, distributed in common shares, and a majority of the 2/3rds of the represented votes in the Assembly.
2nd repeating extraordinary General Assembly, on the 17th of February, 2010, Wednesday, at 15:00, at the head office of the Company, in the Prefecture of Amaroussio, Attica (91 M. Alexandrou and 25 Martiou Streets, ground floor, Meeting Hall). During the 2nd repeating General Assembly, for the quorum for all the items with the exception of the first one on the agenda, the presence or representation of shareholders representing 1/5th of the paid capital, distributed in common shares, and a majority of the 2/3rds of the represented votes in the Assembly is required.
All the shareholders with common shares can participate and vote in the General Assembly either in person or through a representative, as well as any person that has a right to vote in case of common shares. Each common share gives the right of one vote. The shareholders and any person that has a right to vote in case of common shares wishing to participate in the General Assembly ought to, pursuant to the law and article 22 of the Articles of Association of the Company:
block, through their Operator, in the System of Dematerialized Securities, the total or part of their shares and obtain from the Operator the relevant Blocking Certificate;
block the total or part of their shares with their statement to the HELLENIC EXCHANGES SA (former CENTRAL SECURITIES DEPOSITORY SA) and obtain the relevant Blocking Certificate, if no Operator is appointed and their shares are registered in a Special Account;
deposit the blocking certificates and the representation documents to the central offices of the company (91 M. Alexandrou and 25 Martiou Streets, Amaroussio) at least five (5) days prior to the convocation date of the General Assembly, that is until Thursday 14th January, 2010, or in case of the 1st repeating General Assembly until Thursday, 28th January, 2010, or in case of the 2nd repeating General Assembly until Thursday, 11th February, 2010.
In order to facilitate the shareholders and any person with a right to vote whishing to be represented in the aforementioned Assemblies by a representative, a form of full powers in paper can be taken from the Company?s head offices and in an e-format, it can be found in the Company's website (http://www.michaniki.gr ). For more information and clarifications please contact the Shareholders' Department of MICHANIKI SA (tel: 210 8097100), during working days and hours.