CARS MOTORCYCLES AND MARINE ENGINE TRADE AND IMPORT COMPANY S.A
Invitation to Shareholders Extraordinary General Meeting
Following the decision of the Board of Directors of the Company under the trade name MOTORCYCLES AND MARINE ENGINE TRADE AND IMPORT COMPANY S.A., and the distinctive title MOTODYNAMICS S.A., taken at a Meeting held on 12.02.2010, the Shareholders of the Company are invited to participate to an Extraordinary General Meeting, which shall take place on Friday, March 19, 10:00 a.m., at the offices of the registered seat of the Company, situated in Aspropirgos Attica, Kyrillos Region (postal code 19300).
ISSUES OF THE AGENDA
1. Approval of the spin-off of the retail sales (for motorcycles, marine engines, boats, parts, accessories and relevant products) branch of the company and its contribution to the company under the trade name MOTODIKTIO S.A., pursuant to the provisions of Greek Law No.2166/93. Approval of the transformation balance sheet and of the special Audit Report of the authorized Auditor.
2. Authorisation of a companys representative for signing the spin-off official contract before a Notary Public.
3. Approval of contacts, pursuant to art. 23α of Greek Codified Law No. 2190/20.
In case the required quorum, according to the law and the Companys Codified Articles of Association, cannot be met at the Meeting of 19/03/2010, either for some or all of the issues of the agenda, the Companys Shareholders are invited, by the present invitation and without the need for publication of separate invitations, to a 1st Reiterative Meeting on (Holy) Tuesday 30/03/2010, at 10:00 a.m., at the same aforementioned place (Kyrillos Region, Postal Code 19300, Aspropirgos Attica, MOTODYNAMICS-YAMAHA branded building). If however, at the aforementioned date of 30/03/2010 the required quorum is still not met, according to the law and the Companys Codified Articles of Association, the Shareholders are invited to a 2nd Reiterative Meeting on Monday, 12/04/2010, at 10:00 a.m., at the same aforementioned place.
All shareholders are entitled to participate and vote at the Extraordinary General Meeting of 19/03/2010, either in person or by proxy, by sihning a relevant Power of Attorney, which is available at the companys website (www.yamaha-motor.gr) as well as at the Shareholders Service Department of the Company (Kyrillos Region, Postal Code 19300, Aspropirgos Attica). Shareholders and their proxies, wishing to participate at the Extraordinary General Meeting, are obliged to block their shares at the Dematerialised Securities System (DSS), through their Operator and, as far as Shareholders holding shares registered with the DSS Special Account are concerned, through the Central Securities Depository.
In both cases the relative certificates confirming blocking of Shares, along with any proxies of Shareholders representatives, must be submitted to the Companys Shareholders Service Department (tel: 210-6293582, fax: 210-6293540), at least five (5) full days prior to the date of the Extraordinary General Meeting, that is by the 12/03/2010.
In case of Reiterative Meeting(s) and for any shares that do not remain blocked, according to the Operation Regulation of D.S.S., any Shareholders wishing to participate to the Reiterative Meetings are obliged to submit the relevant certificates confirming the blocking of their shares, as well as their proxies or representation documentation, at working days and hours, at the same address aforementioned, at least five (5) full days prior to the date of each reiterative meeting.
ISSUES OF THE AGENDA
1. Approval of the spin-off of the retail sales (for motorcycles, marine engines, boats, parts, accessories and relevant products) branch of the company and its contribution to the company under the trade name MOTODIKTIO S.A., pursuant to the provisions of Greek Law No.2166/93. Approval of the transformation balance sheet and of the special Audit Report of the authorized Auditor.
2. Authorisation of a companys representative for signing the spin-off official contract before a Notary Public.
3. Approval of contacts, pursuant to art. 23α of Greek Codified Law No. 2190/20.
In case the required quorum, according to the law and the Companys Codified Articles of Association, cannot be met at the Meeting of 19/03/2010, either for some or all of the issues of the agenda, the Companys Shareholders are invited, by the present invitation and without the need for publication of separate invitations, to a 1st Reiterative Meeting on (Holy) Tuesday 30/03/2010, at 10:00 a.m., at the same aforementioned place (Kyrillos Region, Postal Code 19300, Aspropirgos Attica, MOTODYNAMICS-YAMAHA branded building). If however, at the aforementioned date of 30/03/2010 the required quorum is still not met, according to the law and the Companys Codified Articles of Association, the Shareholders are invited to a 2nd Reiterative Meeting on Monday, 12/04/2010, at 10:00 a.m., at the same aforementioned place.
All shareholders are entitled to participate and vote at the Extraordinary General Meeting of 19/03/2010, either in person or by proxy, by sihning a relevant Power of Attorney, which is available at the companys website (www.yamaha-motor.gr) as well as at the Shareholders Service Department of the Company (Kyrillos Region, Postal Code 19300, Aspropirgos Attica). Shareholders and their proxies, wishing to participate at the Extraordinary General Meeting, are obliged to block their shares at the Dematerialised Securities System (DSS), through their Operator and, as far as Shareholders holding shares registered with the DSS Special Account are concerned, through the Central Securities Depository.
In both cases the relative certificates confirming blocking of Shares, along with any proxies of Shareholders representatives, must be submitted to the Companys Shareholders Service Department (tel: 210-6293582, fax: 210-6293540), at least five (5) full days prior to the date of the Extraordinary General Meeting, that is by the 12/03/2010.
In case of Reiterative Meeting(s) and for any shares that do not remain blocked, according to the Operation Regulation of D.S.S., any Shareholders wishing to participate to the Reiterative Meetings are obliged to submit the relevant certificates confirming the blocking of their shares, as well as their proxies or representation documentation, at working days and hours, at the same address aforementioned, at least five (5) full days prior to the date of each reiterative meeting.