ΑΝΕΚ Α.Ε.
Announcement
We inform you that the following resolutions were adopted by the Second Repeat Extraordinary General Assembly of the shareholders ? holders of common shares held on the19th of December 2010 (continuance of the 21st of November 2010) at 10 am on the Company premises and in which were attended in person or by a proxy shareholders representing 72.774.194 shares thus the 46,25% of the total share capital of common shares.
FIRST ITEM OF THE AGENDA
Increase of the Company's nominal value per ordinary registered share and preferred registered share issued in 1990 and 1996 from euro 1.00 to euro 1.20 and the simultaneous reduction of the Company's outstanding number of ordinary shares and preferred shares issued in 1990 and 1996 (reverse split) pro rata 1.2:1 thus via reduction of the Company's number of shares and the simultaneous increase by capitalisation as per Article 40 of the Company's Articles of Association of special reserves by 0,60 Euros of Company?s share capital for rounding and amendment of article 5 of the Company's Articles of Association with the addition of paragraph 37.
(adopted by 98,25 %)
SECOND ITEM OF THE AGENDA
Nominal decrease of the share capital of the Company with the aim of setting up an equivalent special reserve fund, pursuant to the provisions of article 4 par. 4a of C.L. 2190/1920, as in force, which will amount to one-hundred-and-twenty-million nine-hundred-and-seventy-four-thousand three-hundred-and-ninety-three euros and seventy cents το οποίο θα ανέρχεται σε ποσό (120.974.393,70) with the corresponding amendment of article 5 of the Company's Articles of Association on the share capital and addition of paragraph 39. (adopted by 97,69 %)
THIRD ITEM OF THE AGENDA
Increase of the share capital of the Company up to the amount of euro 25,202,998.50 with the issuance of new ordinary registered shares with voting right, which will be carried out with payment in cash και issuance up to eighty-four-million nine-thousand nine-hundred-and-ninety-five (84.009.995) new common registered shares with voting rights and nominal value of thirty (0.30) cents each.
- The aforementioned shares will be available to the old shareholders of the Company at a ratio of five (5) new ordinary registered shares with voting right per eight (8) old ordinary or preferred shares.
- The new shares shall be entitled to dividend from possible profits of the present fiscal year and hereafter, since the Ordinary General Assembly decides the distribution of dividend for each fiscal year.
- The General Assembly authorized the Board of Directors to advance, observing the formulations of the law, to the determination of the disposal price (issuance) of the new shares, within the period of time of 12 months as stipulated by the above provision. The disposal price (issuance) can be higher than the stock exchange value at the cut off time of the pre-emptive right and it shall be announced to the investment public prior to the approval of the contents of the newsletter by the Board of Directors of the Securities and Exchange Commission.
- The difference arising from the premium issuance (disposal) of the new shares shall be brought to a special premium account according to the law.
-The pre-emptive right for the above decided increase of the share capital can be exercised by all the Company?s shareholders,registered in the Dematerialized Securities System of the Hellenic Exchanges SA, two working days after the cut-off date of the pre-emptive right (pursuant to article 5.2 of the Regulation of the Athens Stock Exchange), provided they retain these rights during the exercise time. The cut-off date of the pre-emptive right shall be determined and announced on a date later than the date of this General Assembly, with a decision of the Board of Directors of the Company, as well as all parties that shall acquire pre-emptive rights during the trading period of the said rights in the Athens Stock Exchange, shall have a pre-emptive right.
- The deadline for the exercise of the pre-emptive right by the beneficiaries is determined at 15 days pursuant to article 13 par. 8 of C.L.2190/1920, as in force. The General Assembly authorises the Board of Directors to determine, with its decision the procedural and technical details for the exercise of the above pre-emptive rights. The beginning and end of the exercise period of the pre-emptive right shall be determined and announced on a date later than the date of this General Assembly, with a decision of the Board of Directors of the Company pursuant to the Greek corporal and stock exchange legislation.
- Grant of authorization to the Board of Directors, in case of unsold shares, to dispose them according at its discretion pursuant to article 13 of C.L.2190/1920, as in force.
- The deadline for the coverage and payment of the Company?s share capital is determined at four months, commencing from the date of taking the decision, according to the above, by the Company?s Board of Directors with regard to the determination of the disposal price of the new shares. It is possible to be extended for one month, by the Board of Directors.
- In case that the coverage of the aforementioned increase of the share capital is not complete, the share capital will be increased up to the amount of the coverage as per Article 13 a of CL 2190/20.
- Authorization to the Board of Directors to advance to all necessary actions in order to regulate all details or/ and technical issues related to the above increase of the company?s share capital, including (indicatively) the determination of the cut-off date, as well as the starting and ending dates of the period for the exercise of the pre-emptive right (not later, though, than the deadline determined above) the special terms and the deadline for the exercise of the subscription right, any and all necessary permits and approvals by the Securities and Exchange Commission or any other competent body, the drawing up and publication of the prospectus, the determination of the time and mode of paying the disposal price, the rounding of pro rata rights by disposal or purchase as the case may be, the disposal of any possible unsold shares at the Board of Directors discretion and, in general, the regulation of other issues for the implementation of the capital increase, and the Board of Directors shall be entitled following a decision to assign part or/ the total of its capacities for the above actions to its members or/ and third parties.
- Amendment of Article 5 of the Articles of Association of the Company on the share capital and addition of paragraph 39.
(adopted by 97,90 %)
FIRST ITEM OF THE AGENDA
Increase of the Company's nominal value per ordinary registered share and preferred registered share issued in 1990 and 1996 from euro 1.00 to euro 1.20 and the simultaneous reduction of the Company's outstanding number of ordinary shares and preferred shares issued in 1990 and 1996 (reverse split) pro rata 1.2:1 thus via reduction of the Company's number of shares and the simultaneous increase by capitalisation as per Article 40 of the Company's Articles of Association of special reserves by 0,60 Euros of Company?s share capital for rounding and amendment of article 5 of the Company's Articles of Association with the addition of paragraph 37.
(adopted by 98,25 %)
SECOND ITEM OF THE AGENDA
Nominal decrease of the share capital of the Company with the aim of setting up an equivalent special reserve fund, pursuant to the provisions of article 4 par. 4a of C.L. 2190/1920, as in force, which will amount to one-hundred-and-twenty-million nine-hundred-and-seventy-four-thousand three-hundred-and-ninety-three euros and seventy cents το οποίο θα ανέρχεται σε ποσό (120.974.393,70) with the corresponding amendment of article 5 of the Company's Articles of Association on the share capital and addition of paragraph 39. (adopted by 97,69 %)
THIRD ITEM OF THE AGENDA
Increase of the share capital of the Company up to the amount of euro 25,202,998.50 with the issuance of new ordinary registered shares with voting right, which will be carried out with payment in cash και issuance up to eighty-four-million nine-thousand nine-hundred-and-ninety-five (84.009.995) new common registered shares with voting rights and nominal value of thirty (0.30) cents each.
- The aforementioned shares will be available to the old shareholders of the Company at a ratio of five (5) new ordinary registered shares with voting right per eight (8) old ordinary or preferred shares.
- The new shares shall be entitled to dividend from possible profits of the present fiscal year and hereafter, since the Ordinary General Assembly decides the distribution of dividend for each fiscal year.
- The General Assembly authorized the Board of Directors to advance, observing the formulations of the law, to the determination of the disposal price (issuance) of the new shares, within the period of time of 12 months as stipulated by the above provision. The disposal price (issuance) can be higher than the stock exchange value at the cut off time of the pre-emptive right and it shall be announced to the investment public prior to the approval of the contents of the newsletter by the Board of Directors of the Securities and Exchange Commission.
- The difference arising from the premium issuance (disposal) of the new shares shall be brought to a special premium account according to the law.
-The pre-emptive right for the above decided increase of the share capital can be exercised by all the Company?s shareholders,registered in the Dematerialized Securities System of the Hellenic Exchanges SA, two working days after the cut-off date of the pre-emptive right (pursuant to article 5.2 of the Regulation of the Athens Stock Exchange), provided they retain these rights during the exercise time. The cut-off date of the pre-emptive right shall be determined and announced on a date later than the date of this General Assembly, with a decision of the Board of Directors of the Company, as well as all parties that shall acquire pre-emptive rights during the trading period of the said rights in the Athens Stock Exchange, shall have a pre-emptive right.
- The deadline for the exercise of the pre-emptive right by the beneficiaries is determined at 15 days pursuant to article 13 par. 8 of C.L.2190/1920, as in force. The General Assembly authorises the Board of Directors to determine, with its decision the procedural and technical details for the exercise of the above pre-emptive rights. The beginning and end of the exercise period of the pre-emptive right shall be determined and announced on a date later than the date of this General Assembly, with a decision of the Board of Directors of the Company pursuant to the Greek corporal and stock exchange legislation.
- Grant of authorization to the Board of Directors, in case of unsold shares, to dispose them according at its discretion pursuant to article 13 of C.L.2190/1920, as in force.
- The deadline for the coverage and payment of the Company?s share capital is determined at four months, commencing from the date of taking the decision, according to the above, by the Company?s Board of Directors with regard to the determination of the disposal price of the new shares. It is possible to be extended for one month, by the Board of Directors.
- In case that the coverage of the aforementioned increase of the share capital is not complete, the share capital will be increased up to the amount of the coverage as per Article 13 a of CL 2190/20.
- Authorization to the Board of Directors to advance to all necessary actions in order to regulate all details or/ and technical issues related to the above increase of the company?s share capital, including (indicatively) the determination of the cut-off date, as well as the starting and ending dates of the period for the exercise of the pre-emptive right (not later, though, than the deadline determined above) the special terms and the deadline for the exercise of the subscription right, any and all necessary permits and approvals by the Securities and Exchange Commission or any other competent body, the drawing up and publication of the prospectus, the determination of the time and mode of paying the disposal price, the rounding of pro rata rights by disposal or purchase as the case may be, the disposal of any possible unsold shares at the Board of Directors discretion and, in general, the regulation of other issues for the implementation of the capital increase, and the Board of Directors shall be entitled following a decision to assign part or/ the total of its capacities for the above actions to its members or/ and third parties.
- Amendment of Article 5 of the Articles of Association of the Company on the share capital and addition of paragraph 39.
(adopted by 97,90 %)