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VIVARTIA S.A.I.C.
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Newswire
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05-10-2006 - UPCOMING GENERAL MEETING
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According to the law and article 10 of the Company's articles of association, the shareholders of DELTA HOLDING SA (Company) are invited to the General Assembly on Thursday June 1st 2006, 14:00 at Athinais (34-36 Kastorias Str. Athens) in order to discuss and decide on the following items on the agenda: Items on the Agenda 1. Submission and approval of the Financial Statements of the fiscal year 2005, as well as the related reports of the BoD and the Auditor. 2. Submission and approval of the Consolidated Financial Statements of the fiscal year 2005, as well as the related reports of the BoD and the Auditor. 3. Release of the BoD and the Auditor from any compensation liability in relation to the Company's management and financial statements of the fiscal year 2005. 4. Appointment of the Auditor for the fiscal year 2006. 5. Approval for the replacement of a BoD member. 6. Increase of the number of the BoD members and amendment of article 19 of the Company's articles of association. 7. Election of the new BoD. 8. Granting of permission, according to the first paragraph of the article 23 of the law 2190/1920, to the members of the BoD and to the company’s directors, to participate in the BoD and management of other companies, pursuing similar purposes. 9. Approval of agreements with affiliate companies of the Group. 10. Pre-approval of the Directors' compensation for the fiscal year 2006. 11. Approval of the merger through absorption of the companies: Chipita International SA, General Foods SA, Goody's and Delta Dairy SA (Absorbed Companies) by the Company according to articles 69-78 of the law 2166/1993 and more specifically: i) approval of the Draft Merger Agreement dated 24.3.2006. ii) approval of the BoD's explanatory report according to article 69, paragraph 4 of law 2190/1920. iii) approval of the Auditors reports for the confirmation of the book value of the Absorbed Companies, in accordance with law 2166/1993, as well as the reports of the Audit Firms Grant Thornton SA and KPMG for the reasonable and fair of the exchange rations of the shares. iv) approval of the Company;s merger according to article 72 of law 2190/1920. 12. Appointment of representative for the signing of the notarial merger agreement according to article 74 of law 2190/1920. 13. Granting of authorization to the BoD to decide on all other issues arising from the merger. 14. Change of the corporate name and amendment of article 1 of the Company's articles of association. 15. Change of Company's scope and amendment of article 3 of the Company's articles of association. 16. Increase of the Company's share capital (i) by euro24.141.820,44 which corresponds to the share capital of the Absorbed Companies and (ii) by 231.179,37 from capitalization of reserve paid in surplus and change of the nominal value of the Company's share from euro 2,94 to euro 2,33 and amendment of article 5 of the Company's articles of association. 17. Other announcements The shareholders who wish to participate in the Annual General Assembly, must block the total or part of the shares they hold, if they are not in the Special Account - through their Operator - and receive from it the relevant Blocking Certificate of shares which they should deposit in the company (59 Panepistimiou Str. Athens. tel. 210 32 15 784, 210 32 17 155), at least five (5) days prior to the date of the said General Assembly. In case the shares are in the Special Account the shareholders shall with their statement to the Central Depository of Securities block the total or part of the shares they hold and receive from the Central Depository of Securities the relevant Blocking Certificate, which they should deposit in the company (59 Panepistimiou Str. Athens. tel. 210 32 15 784, 210 32 17 155), at least five (5) days prior to the date of the said General Assembly.
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