CARS MOTORCYCLES AND MARINE ENGINE TRADE AND IMPORT COMPANY S.A
Announcement
MOTODYNAMICS S.A. announces that on Friday 19-03-2010 at 10:00 a.m., the Extraordinary General Meeting of its Shareholders was held at the companys registered seat in Aspropyrgos (Kyrillos region, Postal Code 19300). 17 Shareholders were present, holding 3.432.527 common nominal shares of a total of 5.130.000, representing a total percentage of 66,91% of the registered capital. Therefore the General Meeting met with the required quorum by law and the companys Articles of Association for all subjects of the Agenda.
The General Meeting unanimously approved, by percentage of 100% of the present votes, i.e. by 3.432.527 shares, the following subjects:
1st Subject: Approval of the spin-off of the companys retail sales division and its contribution to the companys affiliate (by 100%) under the trade name MOTODIKTYO S.A., as well as all the decisions on the terms and conditions of the spin-off procedure taken by the Board of Directors of the company. The share capital of the absorbing company (MOTODIKTYO S.A.) shall increase by 1.132.010 Euros, i.e. by the accounting/book value of the retail sales division, amounting to 1.131.948,33 Euros, and by 61,67 Euros for the rounding of the share capital. Following the completion of the retail sales division absorption, the absorbing company shall issue 1.380.500 new shares, which shall be delivered to the offering company (MOTODYNAMICS S.A.). It is noted that the retail sales division represents only 8,5% of the overall turnover of the company (MOTODYNAMICS S.A.) during the last financial year. Furthermore, approval of the financial statement (transformation balance sheet) of 31.12.2009, as well as the Audit Report on the aforementioned financial statement, dated 28.01.2010 by Auditor Mr. V. Kaminaris.
2nd Subject: Authorisation of the companys C.E.O., Mr. Sotiris Hatzikos, in order to sign the spin-off contract before a Notary Public, as well as any other document required in order to complete the spin-off procedure.
The Annual General Meeting further approved, by majority of 99,99% of the present shares, i.e. by 3.432.367 shares the following subject:
3rd Subject: Approval of the contract regarding the provision of seminars to the companys sales personnel, between the company and its member of the Board of Directors, Mr. George Avlonitis, Professor at the Athens University of Economics and Business.
The General Meeting unanimously approved, by percentage of 100% of the present votes, i.e. by 3.432.527 shares, the following subjects:
1st Subject: Approval of the spin-off of the companys retail sales division and its contribution to the companys affiliate (by 100%) under the trade name MOTODIKTYO S.A., as well as all the decisions on the terms and conditions of the spin-off procedure taken by the Board of Directors of the company. The share capital of the absorbing company (MOTODIKTYO S.A.) shall increase by 1.132.010 Euros, i.e. by the accounting/book value of the retail sales division, amounting to 1.131.948,33 Euros, and by 61,67 Euros for the rounding of the share capital. Following the completion of the retail sales division absorption, the absorbing company shall issue 1.380.500 new shares, which shall be delivered to the offering company (MOTODYNAMICS S.A.). It is noted that the retail sales division represents only 8,5% of the overall turnover of the company (MOTODYNAMICS S.A.) during the last financial year. Furthermore, approval of the financial statement (transformation balance sheet) of 31.12.2009, as well as the Audit Report on the aforementioned financial statement, dated 28.01.2010 by Auditor Mr. V. Kaminaris.
2nd Subject: Authorisation of the companys C.E.O., Mr. Sotiris Hatzikos, in order to sign the spin-off contract before a Notary Public, as well as any other document required in order to complete the spin-off procedure.
The Annual General Meeting further approved, by majority of 99,99% of the present shares, i.e. by 3.432.367 shares the following subject:
3rd Subject: Approval of the contract regarding the provision of seminars to the companys sales personnel, between the company and its member of the Board of Directors, Mr. George Avlonitis, Professor at the Athens University of Economics and Business.