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ΑΧΟΝ S.A. HOLDING
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Extraordinary General Meeting of the common shareholders
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November 15, 2007 Extraordinary General Meeting of the common shareholders - Based on a resolution passed by the Board of Directors of the Company AXON HOLDINGS SOCIETE ANONYME in the meeting held on 14 November 2007 in accordance with Codified Law No. 2190/1920, as it is currently in force, and the company's Articles of Association, AN INVITATION IS EXTENDED TO: The Company's Shareholders to attend an Extraordinary General Assembly on Saturday, 8 December 2007, at 9.00 a.m., at 2-4 Mesogeion Ave. (Athens Tower), Office Complex A, 3rd floor, Postal Code 115 27, to deliberate and pass resolutions on the following items of the agenda: ITEM 1: Approval of the Division Agreement Plan, dated 27.09.2007, of the company "ACHAIA HIGH TECHNOLOGY INDUSTRY S.A.", with its sector focusing on the production of high technology products and services, along with its buildings, real estate and technical works being taken over by the Company, in accordance with article 34 par.1 case (e), article 81 par.2 and article 82 fol. Codified Law No. 2190/1920 and articles 1 to 5 of Law No. 2166/1993, as they are in force, after reading the certificates and reports prepared by the chartered auditors, other documents and financial statements, the Report prepared by the Board of Directors in accordance with article 82, par.5 of Codified Law No. 2190/1920, the relevant statements made by the Board, and the special report prepared in accordance with article 289 of the Regulation of the Athens Stock Exchange. ITEM 2: Approval of the actions, statements and legal transactions of the Board of Directors, of the agents and the proxies of the Company, within the framework of the above division and towards the achievement of its purposes. ITEM 3: Increase of the Company's Share Capital, in accordance with the detailed provisions laid down in the Division Agreement Plan dated 27.09.2007 of a total amount of Euro five million four hundred and ninety thousand (euro 5,490,000) by issuing nine million new common registered shares (9,000,000) of a face value of sixty one cents each (euro 0.61) and distributing such shares based on the exchange ratio provided for in the Division Agreement Plan dated 27.09.2007. ITEM 4: Amendment of articles 4, 5 and 28 of the Company's Articles of Association: (a) in view of the takeover of the sector focusing on the production of high technology products and services, along with its buildings, real estate and technical works of the Divided Company; (b) in view of the increase of the Company's share capital; and (c) to enable the Board of Directors to decide the issue of a bond, either an ordinary one or with convertible debentures, in accordance with articles 3 and 13, par.1 of Codified Law No. 2190/1920. ITEM 5: Authorizing the Company's Board of Directors (a) to sign the Notarial act and make or take any other statement, act or legal transaction towards the completion of the division, (b) to sign any document and take any action necessary for the increase the Company's share capital, the settlement of any possible fractional rights and the issue of new common registered shares, and (c) to sign any document and take any action which may be necessary for the preparation, finalization and approval of the relevant information bulletin for the share capital increase and the listing of the new common registered shares in the Stock Exchange. ITEM 6: Other issues and announcements. In accordance with the Articles of Association, all the Shareholders are entitled to attend the Assembly, either in person or by representation. Those Shareholders who desire to take part in the Extraordinary General Assembly will have to, through their account operator in the Dematerialized Securities System (DSS), commit all or part of the shares they own and submit the relevant Share Commitment Certificate issued by the operator to the Company Offices (2 Ermou Str., Municipality of Athens, tel. 210-3216000) at least five (5) whole days prior to the above date of the General Assembly. If no account operator is appointed and the shares are in a special account, the Share Commitment Certificate shall be issued by the Central Securities Depository. If no quorum is achieved, in accordance with article 29, par. 3 of Codified Law No. 2190/1920, on the above date and time set for the Extraordinary General Assembly, the First Resumed General Assembly of Shareholders shall be held on Thursday, 20 December 2007 at 9.00 a.m., at 2-4 Mesogeion Ave. (Athens Tower), Office Complex A, 3rd floor, Postal Code 115 27, to deliberate and pass resolutions on the same items of the agenda as above, without publishing another invitation. If no quorum is achieved in the First Resumed General Assembly of Shareholders, in accordance with article 29, par.4 of Codified Law No. 2190/1920, the Second Resumed General Assembly of Shareholders shall be held on Wednesday, 2 January 2008 at 9.00 a.m. at 2-4 Mesogeion Ave. (Athens Tower), Office Complex A, 3rd floor, Postal Code 115 27, to deliberate and pass resolutions on the same items of the agenda as above, without publishing another invitation.
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