18/04/2024 17:25:03

Decisions of the Extraordinary General Meeting of December 23rd, 2005

According to article 278 of the Regulation of the Athens Exchange, the Company announces that the Extraordinary General Meeting of December 23rd, 2005 was held at its headquarters with 35 shareholders being present representing a percentage of 69.97 % of the share capital. 

The shareholders approved the matters on the daily agenda as follows: 

The amendment of the Articles of Association of the Company regarding the number of the members of the Board of Directors, which from now on will be from 8 up to 12 (included), was approved with a 99.95 % voting percentage. 

The cancellation of the right of certain shareholders to appoint Board members was approved with a 99.95% voting percentage. 

The cancellation of the condition regarding the replacement of the Managing Director by a member of the Board appointed or elected following a proposal of ARAMCO OVERSEAS COMPANY B.V was approved with a 99.95% voting percentage. 

The cancellation of the convenience of the Board to convene its meetings abroad and particularly at Dhahran of Saudi Arabia was approved with a 99.95% voting percentage. 

The cancellation of the condition to keep the minutes of the Board and of the General Meetings of the Company Shareholders in the English language was approved with a 99.95% voting percentage. 

The approval of the amendments in the composition of the Board, as a result of its meetings dated November 28th and November 30th 2005 when it reorganized as a Body Corporate, was approved with a 99.88% voting percentage. 

The composition of the new Board of Directors, the term of which expires at the next Ordinary General Meeting of Company Shareholders, is as follows:

 Vardis J. Vardinoyannis  – Chairman and Managing Director, Executive Member

John V. Vardinoyannis – Vice Chairman, non executive member

Panagiotis Ν. Kontaxis – Vice Chairman, non executive member

John N. Kosmadakis – Deputy Managing Director, Executive member

Petros Τ. Tzannetakis – Deputy Managing Director, Executive member

Nikos Th. Vardinoyannis – non executive member

George P. Alexandridis – non executive member

George Theodoroulakis – non executive member

Irene – Caroline Kontoyannis– Executive member

Despina Manolis – non executive member

Constantinos V. Maraveas – non executive / independent member

Leonidas K. Georgopoulos – non executive / independent member 

All the above voting percentages have been calculated based on the number of the shares represented in the Extraordinary General Meeting.

 

Signing of the USD 150 million Syndicated Bond Loan Agreement

According to article 2 of the Decision 3/347/12.7.2005 of the Hellenic Capital Markets Commission it is announced by the Company that the relevant agreement for the issuance of a Bond Loan, according to article 6 of Law 3156/2003, for the amount of USD 150 million was signed on December 19th, 2005. The purpose for the issuance of the loan is the refinancing of the existing five year long term loan. The duration of the new loan is 5 years with an option to be extended for a further 2 year period. The decision for the issuance of the loan was approved by the Extraordinary General Meeting of the Company Shareholders of December 14th, 2005.
 

Maroussi, December 20th, 2005

The Board of Directors

 

 

Decision of the Extraordinary General Meeting of December 14th, 2005

According to article 278 of the Regulation of the Athens Exchange, the Company announces that the Extraordinary General Meeting of December 14th, 2005 was held at its headquarters with 40 shareholders being present representing a percentage of  70.58 % of the share capital. 

The sole matter of the agenda concerned the issuance of a Bond Loan according to article 6 of Law 3156/2003 for an amount of USD 150 million and was approved with a voting percentage of 99.99% of the number of shares represented in the Meeting. In addition, the Board of Directors of the Company was authorized to negotiate the specific terms with the banking institutions and to attend to the procedural matters relating to the issuance of the loan. 

The objective of the loan is the refinancing of the existing five year long term loan. The duration of the new loan will be five years with an option to be extended for a further two year period. The Arrangers of the loan will be the banks CITIBANK and BNP PARIBAS.

 

 

 

Appointment of Board of Directors members

According to article 2 of the Decision 3/347/12.7.2005 of the Hellenic Capital Markets Commission it is hereby announced that, following its reorganization as a Body Corporate dated November 28th, the Board of Directors of the Company during its meeting dated November 30th appointed Mr. George Th. Theodoroulakis and Mrs Despina N. Manolis as non executive members, and Mrs Irene – Caroline A. Kontoyannis as executive member. These members were elected in the places of messrs  Abdulhakim A. Al-Gouhi, Abdullah M. Al Warthan and Ali A. Al-Muhareb who resigned.