News

Decisions of the extraordinary general assembly

20.09.2007

The Company hereby announces that at the Extraordinary General Assembly of Shareholders convened on 20th September 2007, two (2) shareholders were present representing 82.955% of the share capital and thus a quorum for discussing all the following items:

1.
 Amendment of article 6, par. 1 of the Company’s Articles of Association.

2. Amendment of article 7, par. 1 of the Company’s Articles of Association.

3. Amendment of article 8 of the Company’s Articles of Association.

4. Amendment of article 10, par. 2 of the Company’s Articles of Association.

5. Amendment of article 19 of the Company’s Articles of Association.

6. Approval of employment contracts as per article 23a, C.L. 2190/1920.

7. Increase of the Company’s share capital by €1,017,757.20 through an increase of the nominal value of company shares by €0.15 and capitalisation of share premium reserves so that the Company’s total share capital amounts to €3,188,972.56 and amendment article 3 of the Articles of Association accordingly.

8. Decrease of the Company’s share capital by €1,017,757.20 by decreasing the nominal value of company shares by €0.15 and offsetting of damages so that the Company’s total share capital amounts to €2,171,215.36 and amendment of article 3 of the Articles of Association accordingly.

9. Increase of the Company’s share capital by €2,171,215.36 by increasing the nominal value of company shares by €0.32 and capitalisation of share premium reserves so that the Company’s total share capital amounts to €4,342,430.72 and amendment of article 3 of the Articles of Association accordingly.

10. Decrease in the nominal value of the company’s share by €0.32, issuance of 6,785,048 new shares and distribution of free shares to old shareholders at a ratio of one new share to one old share so that the Company’s total number of shares amounts to 13,570,096 and amendment of article 3 of the Articles of Association accordingly.

11. Codification of the Company’s articles of association into a single document.

12. Authorisation of the Company’s Board of Directors to settle all details and technical matters related to the issuance of shares, the decrease and increase in the Company’s share capital and settlement of matters relating to fractional balances.

13. Various Announcements.

The Extraordinary General Assembly, meeting in an 82.955% quorum with a 100% majority of shareholders present, decided on all matters on the agenda as follows:

Item 1: Amendment of article 6, par. 1 of the Company’s articles of association so that the Company’s board of directors shall consist of nine (9) Members.

Item 2: Amendment of article 7, par. 1 of the Company’s articles of association with respect to the election of members of the Company’s Board of Directors, for which Company shareholders shall propose lists of candidates and the members of the board of directors shall be elected in accordance with the votes obtained by each list. The Board of Directors shall serve a three-year term that cannot, under any circumstances, exceed four years.
 
Item 3: Amendment of article 8 of the Company’s articles of association, enabling the board of directors to elect a third Vice-President from among the members of the Company’s board of directors.

Item 4: Amendment of article 10, par. 2 of the Company’s articles of association, enabling the board of directors to decide with a qualified majority of 8/9 of its members on the following matters exclusively:
(a) Approval of the annual business plan and the budget , (b) Purchase, lease or sale of real estate or non operating Company fixed assets, (c) Company participation in new investments or withdrawal thereof, establishment of subsidiaries, takeovers and mergers and other activities of strategic importance, if the cost of the operation amounts to €200,000 at least, and in all cases where the addition of the specific operation within a single company financial year exceeds €400,000, (d) Issuance of bonds, borrowing (loans), increase in existing limits on short term credit for any third party, with the exception of subsidiary companies, if the operation amounts to at least € 100,000, and in all cases where the addition of the specific liability increases Company liabilities in a single financial year to an amount exceeding €300,000, (e) Election of the chief executive officer and definition of his responsibilities.

Item 5: Amendment of article 19 of the articles of association with the addition of paragraph 3 to that article so that, for the amendment of articles 6, par. 1 and 10, par. 2 of the Company’s articles of association, a 66.65% quorum of the total number of members and a 66.65% majority of shareholders present at the General Assembly shall be required, with the exception of mandatory amendments foreseen by law.
 
Item 6: Approval of employment contracts as per article 23a, C.L. 2190/1920.

Item 7: Increase of the Company’s share capital by €1,017,757.20 through an increase in the nominal value of company shares by €0.15 and capitalisation of share premium reserves; as a result, the Company’s total share capital amounts to €3,188,972.56, divided into 6,785,048 shares (common nominal), with a nominal value of €0.47 each and article 3 of the Articles of Association is amended accordingly.

Item 8: Decrease of the Company’s share capital by €1,017,757.20 through a decrease in the nominal value of company shares by €0.15 and offsetting of damages; as a result, the Company’s total share capital amounts to €3,188,972.56, divided into 6,785,048 shares (common nominal), with a nominal value of €0.32 each and article 3 of the Articles of Association is amended accordingly.

Item 9: Increase of the Company’s share capital by €2,171,215.36 through an increase in the nominal value of company shares by €0.32 and capitalisation of share premium reserves; as a result, the Company’s total share capital amounts to €4,342,430.72, divided into 6,785,048 shares (common nominal), with a nominal value of €0.64 each and article 3 of the Articles of Association is amended accordingly.

Item 10: Decrease in the nominal value of the company’s share by €0.32, issuance of 6,785,048 new shares and distribution of free shares to old shareholders at a ratio of one new share to one old share; as a result, the Company’s total number of shares amounts to 13,570,096 and article 3 of the Articles of Association is amended accordingly.

Item 11: Approval of codification of the Company’s articles of association into a single document.

Item 12: Authorisation granted to the Board of Directors to take any actions deemed necessary in order to settle all the details and technical matters regarding share unification, decreases and increases of the Company’s share capital, and settlement of fractional balance matters.

Item 13:  The Vice-President of the BoD, Michalis Karis, also mentioned the 100% takeover of RADIOPLIROFORIKI G. POLITIS MME S.A. and SPACE FM STEREO S.A that own DERTI FM & SFERA FM, stressing that they have the required quality characteristics and operate within a philosophy and culture framework, which to a large extent is similar to the culture and philosophy governing the Imako Group. Closing his speech, Mr Karis stressed that unification of the said companies is expected to boost both profitability and the Group’s results significantly.