MIG HOLDINGS S.A.
Notice to the Ordinary General Meeting of Shareholders
Upon decision of the Board of Directors of the company under the name "MARFIN INVESTMENT GROUP HOLDINGS S.A.", adopted at its meeting of 26.4.2010, the Shareholders of the Company are invited to attend the Ordinary General Meeting on May 21st 2010 at 09:00 hours, at the conference room on the ground floor of the premises of the "Investment Bank of Greece S.A.", located in Maroussi, Attica, at 24 B Kifissias Avenue, in order to deliberate on the following items on the agenda:
1. Submission and approval of the Separate and Consolidated Annual Financial Statements of the fiscal year 2009, the respective Reports of the Board of Directors and the Chartered Accountants / Auditors.
2. Discharge of the Members of the Board and Chartered Accountants / Auditors from all liability with regard to the activities of fiscal year 2009.
3. Appointment of Chartered Accountants / Auditors for the fiscal year 2010.
4. Submission and approval of the Report of Activities of the Nomination and Remuneration Committee to the Ordinary General Meeting of Shareholders.
5. Approval of election of new Board Members in replacement of resigned members.
6. Election of new Board of Directors - Appointment of Independent Board Members.
7. Election of Members of the Nomination & Remuneration Committee of the Company.
8. Appointment of Members of the Audit Committee in accordance with article 37, Law 3693/2008.
9. Approval of contracts and remunerations in accordance with articles 23a and 24 of codified law 2190/1920.
10. Acquisition of own shares in accordance with article 16 paras. 1 and 2 of codified law 2190/1920.
11. Amendment of articles 20 (Authorization - Powers of the Board of Directors) and 23 (Convocation of the Board of Directors) of the Company's Articles.
12. Increase of the Company's share capital through capitalization of reserves of the Company, with a respective increase of the nominal value of each share. Amendment of article 5, para. 1 of the Company's Articles.
13. Reduction of the Company's share capital by cash refund to the shareholders, with a respective decrease of the nominal value of each share. Further amendment of article 5, para. 1 of the Company's Articles.
14. Increase of the Company's share capital through issue of new shares above par, with payment in cash effected through reinvestment of the capital return by shareholders. - Further amendment of article 5, para. 1 of the Company's Articles. - Determination of the distribution price of the new shares and other terms of the increase. - Admission of the shares to be issued as a result of the capital increase for trading in ATHEX. - Authorization of the Board of Directors to regulate all matters pertaining to the distribution and admission of the new shareholders in ATHEX, and any relevant matter.
15. Authorization of the Board of Directors with regard to the share capital increase of the Company in accordance with article 13, para. 1 of codified law 2190/1920. Amendment of article 5 of the Company's Articles.
In case that the quorum required by the Law for deliberation on any of the items on the Agenda is not attained, the 1st Reiterative Ordinary General Meeting will be held on 3.6.2010 at 17:00 hours at the same premises, and the 2nd Reiterative Ordinary General Meeting (if required) will be held on 16.6.2010, at 17:00 hours at the same premises.
The items on the Agenda of any Reiterative Ordinary General Meetings will be those listed above, excluding the items on which it shall have been possible to deliberate.
All Shareholders are entitled to attend the Meeting pursuant to the Articles, either in person or by proxy. Those of the Shareholders wishing to participate at the Ordinary General Meeting and any Reiterative Meeting thereof should block the entirety or part of their shares through the Operator of the Account where their shares are registered, at the Dematerialized Securities System, or through Hellenic Stock Exchanges S.A. (HSE) (former Central Securities Depository) in respect of shares registered in their Special Account, and submit to the Company's Treasurer (24, Kifissias Avenue, Maroussi, Attica) the relevant Certificate of blockage issued by the Operator or HSE respectively, together with any documents authorizing their proxy, at least five (5) days prior to the date scheduled for the Ordinary General Meeting or any Reiterative General Meeting thereof.
1. Submission and approval of the Separate and Consolidated Annual Financial Statements of the fiscal year 2009, the respective Reports of the Board of Directors and the Chartered Accountants / Auditors.
2. Discharge of the Members of the Board and Chartered Accountants / Auditors from all liability with regard to the activities of fiscal year 2009.
3. Appointment of Chartered Accountants / Auditors for the fiscal year 2010.
4. Submission and approval of the Report of Activities of the Nomination and Remuneration Committee to the Ordinary General Meeting of Shareholders.
5. Approval of election of new Board Members in replacement of resigned members.
6. Election of new Board of Directors - Appointment of Independent Board Members.
7. Election of Members of the Nomination & Remuneration Committee of the Company.
8. Appointment of Members of the Audit Committee in accordance with article 37, Law 3693/2008.
9. Approval of contracts and remunerations in accordance with articles 23a and 24 of codified law 2190/1920.
10. Acquisition of own shares in accordance with article 16 paras. 1 and 2 of codified law 2190/1920.
11. Amendment of articles 20 (Authorization - Powers of the Board of Directors) and 23 (Convocation of the Board of Directors) of the Company's Articles.
12. Increase of the Company's share capital through capitalization of reserves of the Company, with a respective increase of the nominal value of each share. Amendment of article 5, para. 1 of the Company's Articles.
13. Reduction of the Company's share capital by cash refund to the shareholders, with a respective decrease of the nominal value of each share. Further amendment of article 5, para. 1 of the Company's Articles.
14. Increase of the Company's share capital through issue of new shares above par, with payment in cash effected through reinvestment of the capital return by shareholders. - Further amendment of article 5, para. 1 of the Company's Articles. - Determination of the distribution price of the new shares and other terms of the increase. - Admission of the shares to be issued as a result of the capital increase for trading in ATHEX. - Authorization of the Board of Directors to regulate all matters pertaining to the distribution and admission of the new shareholders in ATHEX, and any relevant matter.
15. Authorization of the Board of Directors with regard to the share capital increase of the Company in accordance with article 13, para. 1 of codified law 2190/1920. Amendment of article 5 of the Company's Articles.
In case that the quorum required by the Law for deliberation on any of the items on the Agenda is not attained, the 1st Reiterative Ordinary General Meeting will be held on 3.6.2010 at 17:00 hours at the same premises, and the 2nd Reiterative Ordinary General Meeting (if required) will be held on 16.6.2010, at 17:00 hours at the same premises.
The items on the Agenda of any Reiterative Ordinary General Meetings will be those listed above, excluding the items on which it shall have been possible to deliberate.
All Shareholders are entitled to attend the Meeting pursuant to the Articles, either in person or by proxy. Those of the Shareholders wishing to participate at the Ordinary General Meeting and any Reiterative Meeting thereof should block the entirety or part of their shares through the Operator of the Account where their shares are registered, at the Dematerialized Securities System, or through Hellenic Stock Exchanges S.A. (HSE) (former Central Securities Depository) in respect of shares registered in their Special Account, and submit to the Company's Treasurer (24, Kifissias Avenue, Maroussi, Attica) the relevant Certificate of blockage issued by the Operator or HSE respectively, together with any documents authorizing their proxy, at least five (5) days prior to the date scheduled for the Ordinary General Meeting or any Reiterative General Meeting thereof.