June 19, 2008 The Ordinary General Meeting of VIVARTIA S.A.`s shareholders was held today, June 19th, 2008 at 14.00. It was attended by eighteen (18) shareholders representing 93,42% of all shares capital and decided as follows:
1. On agenda item 1, the General Meeting approved by majority vote (93,42%) the Financial Statements of 2007 as well as the relevant reports by the Board of Directors and the Certified Auditor.
2. On agenda item 2, the General Meeting approved by majority vote (93,42%) the Consolidated Financial Statements of 2007 as well as the respective reports from the Board of Directors and the Certified Auditor.
3. On agenda item 3, the General Meeting decided by majority vote (93,42%) to discharge the Board of Directors and the Certified Auditor from any liability for compensation with regard to the management of the Company and the Annual Financial Statements for 2007.
4. On agenda item 4, the General Meeting elected by majority vote (93,42%) Mr. Vasilis Kazas (CPA Association Id No 17101) and Manolis Mixalios (CPA Association Id No 25131) from Grant Thornton S.A. for the fiscal year 2008.
5. On agenda item 5, the General Meeting agreed by majority vote (93.42%) the absorption of the industrial sector of milk production of the 100% subsidiary of the Company under the name “ EUROFEED S.A” according to the articles of N. 2166/93 (and without increase of the share capital) and it appointed Mr. S. Theodoropoulos, Ms. Maria Georgalou and Mr. Nikolaos Orfanos as representatives of the Company in order to sign by two in the name and on behalf of the Company the notarial deed of the above mentioned absorption.
6. On agenda item 6, the General Meeting approved by majority vote (93.4157%) the increases of the Company’s Share Capital due to the conversion of debentures of Convertible Bond Loan that were decided by the BoD meetings held on the 24/08/2007, 12/09/2007, 18/09/2007 and 25/09/2007 decisions of the Board of Directors as well as the amendment of Article 5 of the Company’s Articles of Association
7. On agenda item 7, the General Meeting agreed by majority vote (93.42%) to an increase in the Company’s Share Capital of € 26,105,191.04 through capitalization of the balance from the issuance of shares above par value and through the concurrent increase of the nominal value of the share by € 0,32 per share
8. On agenda item 8, the General Meeting approved by majority vote (93.42%) the reduction of the Company’s Share Capital by € 26.105.191,04, through the return of the entire amount to the shareholders and through the concurrent reduction of the nominal value of the share by € 0.32 per share.
9. On agenda item 9, the General Meeting approved by majority vote (93,42%) the repeal of articles 7 , 8, 10, 11, 12, 13, 14, 15, 18, 26, 27, 28, 30, 32, 33 and amendment of articles 4, 5, 6, 9, 17, 19, 20, 22, 23, 24, 25, 29, 31 and 34 of the Articles of Association for harmonization with the articles of Law 2190/1920, as in force following Law 3604/2007 and incorporation of the amendments in unified text.
10. On agenda item 10, the General Meeting approved by majority vote (93,42%) the 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 , to the foundation or and management of the other companies, pursuing similar purposes.
11. On agenda item 11, the General Meeting approved by majority vote (93.42%) the amount of € 1,300.000 as the maximum annual total fees and expenses for the executive members of the Board of Directors as well as the amount of € 40.000 as the maximum annual total fees and expenses for the non executive members of the Board of Directors.
12. On agenda item 12, the General Meeting approved by majority vote (93.4157%) the entering into contracts with the Group’s subsidiaries on the supply of services for the fiscal year 2008.
13. On agenda item 13, the General Meeting decided by majority vote (93,42%) the return of Share Capital amounting to €0.32 per share. The maturity of the right to receive share return will occur according to the regulation of the Athens Stock Exchange and the relevant dates will be published according to the law.