ALAPIS Α.Β.Ε.Ε.
Invitation to Annual Ordinary Shareholders General Meeting
According to the prevailing legislation as well as the Articles of Association of the Company "ALAPIS HOLDING INDUSTRIAL AND COMMERCIAL SOCIETE ANONYME OF PHARMACEUTICAL, CHEMICAL & ORGANIC PRODUCTS" with distinctive title "ALAPIS SA", which is headquartered in the municipality of Athens (2 Aftokratoros Nikolaou st.) with No in the Register of S.A. 8057/06/B/86/11 (hereinafter the "Company") and based on the decision of the BoD dated May 06, 2010, the Shareholders are invited to the Annual Ordinary Shareholders Meeting to be held on Friday, May 28, 2010, at 17:00 p.m. in Athens, at the company's headquarter on 2 Autokratoros Nikolaou st., with the following matters on the agenda:
1. Submission and approval of the FY 2009 Parent and Consolidated Financial Statements (01/01/2009 till 31/12/2009). Submission and approval of the relevant Board of Directors and Auditors Reports
2. Approval of the Profit appropriation for the year 2009 (01/01/2009 till 31/12/2009) and dividend distribution.
3. Waiver of liability of the Board of Directors and the Auditors for the financial year 2009.
4. Election of ordinary and deputy Certified Auditors for the year 2010.
5. Grant the authority, under article 23 of codified law 2190/1920, to the members of the Board of Directors and the Company's Managers to participate in the management of companies with relative business activity.
6. Approval of the fees and the remuneration of the members of the BoD for the fiscal year 2009 and determination of their fees and remuneration for the fiscal year 2010.
7. Change of the company's registered name by means of deleting the reference to the organic products due to the discontinuing of the organic products segment operations - Amendment of article 1 ("incorporation - trade name") of the company's Articles of Association and formation into a unified text.
8.Amendment of the company's scope of business by means of deleting of the organic products segment and the addition of the medical and medical equipment segment - Amendment of article 3 ("scope of business") of the company's Articles of Association and formation into a unified text.
9. Amendment of article 5 of the company's Articles of Association ("Share Capital") so as to include the share capital increase that was realized pursuant to the resolution of the company's BoD dated 05/08/2009 in accordance to article 13 par.1 of c.l.2190/1920.
10. Increase of the company's nominal value per share from euro 0.30 to euro 2.40 and the simultaneous reduction of the company's outstanding number of shares (reverse split) pro rata 8:1, namely via the reduction of the company's number of shares from 1,961,200,440 to 245,150,055 shares and the corresponding amendment of article 5 of the company's Articles of Association and formation into a unified text.
11. Announcements - Several Issues.
At the Ordinary General Meeting, all shareholders of the company have the right to participate and vote, either in person or via proxy. Each share carries the right of one vote, excluding treasury shares as stated in paragraph 8 of article 16 of L 2190/1920.
In case of no-quorum, the Ordinary General Meeting will take place at the same place and at the same time on Friday, June 11 2010.
In order to participate at the Ordinary Shareholders Meeting, the Shareholders should block all or part of their shares at the Dematerialized Securities Systems (D.S.S.) through their operator and submit to the Company's premises (2, Aftokratoros Nikolaou Str., Athens) the relevant blocking certificate at least five (5) days prior to the date of the Ordinary Shareholders Meeting. In case the shareholders have shares in the Special Account of D.S.S., they should block all or part of their shares by applying to the Hellenic Exchanges S.A. and submitting to the Company's premises (2, Aftokratoros Nikolaou Str., Athens) the relevant blocking certificate at least five (5) days prior to the date of the Extraordinary Shareholders Meeting. Within the same time constraints all proxy statements of the representatives participating in the Shareholders' Meeting should also be submitted to the Company. All of the above also apply in force in case of repeat General Meetings.
1. Submission and approval of the FY 2009 Parent and Consolidated Financial Statements (01/01/2009 till 31/12/2009). Submission and approval of the relevant Board of Directors and Auditors Reports
2. Approval of the Profit appropriation for the year 2009 (01/01/2009 till 31/12/2009) and dividend distribution.
3. Waiver of liability of the Board of Directors and the Auditors for the financial year 2009.
4. Election of ordinary and deputy Certified Auditors for the year 2010.
5. Grant the authority, under article 23 of codified law 2190/1920, to the members of the Board of Directors and the Company's Managers to participate in the management of companies with relative business activity.
6. Approval of the fees and the remuneration of the members of the BoD for the fiscal year 2009 and determination of their fees and remuneration for the fiscal year 2010.
7. Change of the company's registered name by means of deleting the reference to the organic products due to the discontinuing of the organic products segment operations - Amendment of article 1 ("incorporation - trade name") of the company's Articles of Association and formation into a unified text.
8.Amendment of the company's scope of business by means of deleting of the organic products segment and the addition of the medical and medical equipment segment - Amendment of article 3 ("scope of business") of the company's Articles of Association and formation into a unified text.
9. Amendment of article 5 of the company's Articles of Association ("Share Capital") so as to include the share capital increase that was realized pursuant to the resolution of the company's BoD dated 05/08/2009 in accordance to article 13 par.1 of c.l.2190/1920.
10. Increase of the company's nominal value per share from euro 0.30 to euro 2.40 and the simultaneous reduction of the company's outstanding number of shares (reverse split) pro rata 8:1, namely via the reduction of the company's number of shares from 1,961,200,440 to 245,150,055 shares and the corresponding amendment of article 5 of the company's Articles of Association and formation into a unified text.
11. Announcements - Several Issues.
At the Ordinary General Meeting, all shareholders of the company have the right to participate and vote, either in person or via proxy. Each share carries the right of one vote, excluding treasury shares as stated in paragraph 8 of article 16 of L 2190/1920.
In case of no-quorum, the Ordinary General Meeting will take place at the same place and at the same time on Friday, June 11 2010.
In order to participate at the Ordinary Shareholders Meeting, the Shareholders should block all or part of their shares at the Dematerialized Securities Systems (D.S.S.) through their operator and submit to the Company's premises (2, Aftokratoros Nikolaou Str., Athens) the relevant blocking certificate at least five (5) days prior to the date of the Ordinary Shareholders Meeting. In case the shareholders have shares in the Special Account of D.S.S., they should block all or part of their shares by applying to the Hellenic Exchanges S.A. and submitting to the Company's premises (2, Aftokratoros Nikolaou Str., Athens) the relevant blocking certificate at least five (5) days prior to the date of the Extraordinary Shareholders Meeting. Within the same time constraints all proxy statements of the representatives participating in the Shareholders' Meeting should also be submitted to the Company. All of the above also apply in force in case of repeat General Meetings.