March 15, 2002
According to the decision of the Board of Directors on March 15 2002 and in accordance to the charter, the shareholders of ?SOCRATES D. CONSTANTINOU & SON S.A,? are invited to the Extraordinary General Meeting on April 19 2002 and at 12:00 at the Company?s offices in Kalohori of Thessaloniki, at the fifth km of the Thessaloniki-Katerinini highway, with the following issues of the agenda:
1. Approval of the Draft of Merger Agreement and Acts of Merger of the companies ?YALCO?CONSTANTINOY S.A.? and ?VELLIFEST S.A.? through absorption of the second by the first after a hearing of the off-balance sheet statement of the Company, the relevant auditor?s reports and the Board of Director?s Report according to article 69 par. 4 c.l 2190/1920,and provision of an authorization for the signing of a notarial act and the operating of any other act or statement that is required for this purpose.
2. Company share capital increase. a) By the paid-in share capital of ?VELLIFEST S.A? due to merger through absorption through the issue of new common bearer shares with voting rights and b) through a capitalization of a part of the reserves account for rounding differences of the nominal value of each share from 0.5869 into EURO 0.62 and advancing of an irrevocable order to the Board of Directors for the adjustment of possible fractional rights on shares.
3. Conversion of the Company?s share capital and its nominal value into EURO.
4. Expansion and completion of the charter objectives and activities of the Company.,
5. Amendment of articles 3 and 5 of the charter following the decisions on the aforementioned issues of the agenda numbered 2, 3 and 4.
6. Approval of the up to now acts, activities and statements of the company?s Board of Directors of the added and proxy for the purpose of the merger of the companies: Socrates D. Constantinou & Son S.A.? and ? VELLIFEST S.A.? through absorption of the second by the first.
7. Signing of a common bond loan of the Company and definition of the terms.
8. Other issues.
The shareholders that would like to participate in the Extraordinary General meeting should:
- Block the total or part of their shares ?through their Manager-, if their shares are not included in the Special Account, and receive from him the relevant Certification of the share Blocking which they should submit to the company?s Offices at least five (5) days before the convocation date of the Extraordinary General Meeting.
- Block, with their statement in the Central Securities Depository, the total or part of their shares, if their shares are included in the special Account, to receive from the Central Securities Depository the relevant Certification for the Blocking of shares, which should be submitted to the Company offices five (5) days before the convocation date of the Extraordinary General Meeting.
