Shareholders holding 31,133,889 shares with voting rights, accounting for 71.34% of all shares, were present and represented at the Extraordinary General Meeting of Shareholders held on 3 June 2010.
The following items were discussed at this meeting and decisions taken:
Subject: "Restructuring of the convertible corporate bond issued by the Company approved by the decision of its General Meeting of 18.7.2007 and amendment of the relevant contracts - Granting of permission under Article 23a of Codified Law 2190/1920 to amend the contracts where required and to sign new contracts and documents which may be required for the purposes of amendment -Granting of authorisation to the Company's Board of Directors".
With 31,131,324 votes 'for' (or 99.99% of the shares present) and 2,565 votes 'present', the General Meeting approved (a) the partial repayment of the Convertible Corporate Bond issued following a decision of the 64th Extraordinary General Meeting and the Exchangeable Corporate Bond which had been issued by the Company's subsidiary Euromedica Finance No 1 S.A., payment of which had been guaranteed by the Company, and (b) amendment of the terms regulating the outstanding balance of those corporate bonds. More specifically, the General Meeting:
1. Approved repayment in full of (a) Convertible Bonds with a nominal value of € 49,000,000 and Exchangeable Bonds of the same nominal value and (b) the additional yield on the total amount of the Convertible Corporate Bond and the Exchangeable Corporate Bond for the time period up to and including completion of the transaction. That repayment is expected to be effectuated as follows:
(a) By providing the Bondholder 'CQS Convertible and Quantitative Strategies Master Fund Limited' with ordinary bonds from the corporate bond the Company will issue with a nominal value of € 16,000,000;
(b) By transferring 4,100,000 own shares of the Company to 'CQS Convertible and Quantitative Strategies Master Fund Limited' which account for 9.39% of the total paid-up share capital of the Company, which the Company had retained for the purpose of implementing this transaction; and
(c) By paying 'CQS Convertible and Quantitative Strategies Master Fund Limited' € 14,000,000 in cash.
2. Approved amendment of the terms of the contract regulating the outstanding balance of the Exchangeable Corporate Bond of € 11,000,000 and in particular:
(a) Amended the conversion price from € 10.36 to € 6.25 and made a corresponding amendment to the level of the adjustment in the conversion price under specific conditions;
(b) Approved a two-year extension in the maturity date of the Exchangeable Corporate Bond so that it matures on 20.7.2014;
(c) Amended the financial definitions, ratios and variables so that they match the definitions, ratios and variables in the ordinary corporate bond which the Company will issue;
(d) Amended the procedure for certifying the financial covenants by the Company and/or Euromedica Finance No 1 S.A.; and
(e) Inserted specific grounds of breach of contract by Euromedica Finance No 1 S.A to the contract.
3. Approved amendment of the corresponding terms of the Convertible Corporate Bond in accordance with the above points;
4. Granted special permission under Article 23a of Codified Law 2190/1920 concerning the contracts which are expected to be concluded between the Company and its subsidiary, Euromedica Finance No 1 S.A., which are required for early partial repayment of the Convertible and Exchangeable Corporate Bonds and amendment of the terms regulating the outstanding balance of those corporate bonds; and lastly
5. Authorised the Board of Directors to:
(a) Finalise the other terms and conditions for restructuring the Corporate Bonds at its unfettered discretion;
(b) Finalise and sign the documents referred to in point 5 above and any other contract or agreement considered necessary or essential;
(c) Take all measures required at its discretion to implement the decision of the Extraordinary General Meeting; There were no other items or announcements at the Extraordinary General Meeting.
B. The Company further announced that one result of completion of this restructuring will be that the percentage of own shares it holds in its entire paid-up share capital is expected to be lower than 4%, which will result in Note 32 being removed from the Company's Annual financial statements for the 2009 financial year.