September 12, 2006 The Shareholders' Second Repeat Extraordinary General Meeting of FANCO S.A. was held today, at 11:00 a.m., at the Company's offices, οn Kifissou and 1 Konstantinoupoleos Street, Peristeri, in accordance with the invitation of the Board of Directors as of 08/30/2006 in order to discuss the following issues of the daily agenda:
1. Approval of the merger through absorption of FANCO S.A., RODOPI SPINNING MILLS S.A. and GALLOP S.A. by NAOUSSA SPINNING MILLS S.A., approval of the Merger Plan on 5/29/06 through absorption of FANCO S.A., RODOPI SPINNING MILLS S.A. and GALLOP S.A. by NAOUSSA SPINNING MILLS S.A., and of the BoD Review Report on the merger.
2. Approval of the signing of the notary deed of the merger of the Company, of RODOPI SPINNING MILLS S.A. and of GALLOP S.A. by NAOUSSA SPINNING MILLS S.A., according to article 74 C.L. 2190/20.
3. Miscellaneous approvals - announcements.
Today's General Meeting assembled quorum reached 36.0965% (that is 4,363,891 common nominal voting shares with seven -7 - shareholders present) of the total voting rights, and approved the issues of the daily agenda.
1st Issue:
The Shareholders' G.M. unanimously approved of the 5/29/06 Merger Plan, the Company's Board of Directors' Review Report along with the Certified Auditor's Reports on the merger. The Merger Plan was submitted to the Ministry of Growth & Development, and was registered on June 8, 2006 in the related Societe Anonyme Registry. It was also published according to the provisions of articles 1-5 of Law 2166/1993 and articles 69-77 of Law 2190/1920 via its listing in the related Societe Anonyme Registry and the related announcement was published in the S.A. & Ltd Issue of the Government’s Gazette number 4350/6.13.06.
Regarding the determination of the Share Exchange Ratio of the merger via absorption of our Company and the other absorbed Companies by the absorbing, the Board of Directors assigned the composition of the Valuation Report to KPMG Audit Company. Based on this report and the resolutions of the Board of Directors re the rounding of the share's par value in order to avoid any share fractions, the suggested and approved share exchange ratio is the following: each shareholder of FANCO S.A. will receive 0.25 new shares for one (1) old share cancelled, each shareholder of RODOPI SPINNING MILLS S.A. will receive 35.93027888 new shares for one (1) old share cancelled and each shareholder of GALLOP S.A. will receive 5.08234621 new shares for one (1) old share cancelled.
2nd Issue:
The Shareholders' G.M. unanimously authorized the company's Board of Directors to sign via the Company's assigned representative by the BoD decision, the Final Merger through absorption Agreement as well as any other necessary action, statement and other legal prerequisites for the realization of the merger through absorption by NAOUSSA SPINNING MILLS S.A., of our Company of RODOPI SPINNING MILLS S.A. and GALLOP S.A.
3rd Issue:
The Chairman of the G.M. informed the General Meeting about the course of the Group's financing by the main credit banks and the regular implementation of the restructuring plan, which provides for seizure of operations of non profitable units and subsidiary Companies, voluntary or non voluntary leave plan and the disposal of non-core assets.
