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CHIPITA INTERNATIONAL S.A.
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UPCOMING GENERAL MEETING
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May 11, 2006 According to Law and the Company's Articles of Association, the Shareholders of CHIPITA INTERNATIONAL SA (hereinafter referred to as the Company) are invited to the Annual General Assembly to be held on Thursday June 1st 2006, (12:00 ) 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 for the fiscal year 2005, as well as of the related reports of the Board of Directors and the Auditor. 2. Submission and approval of the Consolidated Financial Statements for the fiscal year 2005, as well as of the related reports of the Board of Directors and the Auditor. 3. Release of the Board of Directors 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 Auditors for the fiscal year 2006. 5. Election of a new Board of Directors. 6. Granting of permission, according to the first paragraph of article 23 of the B.L. 2190/1920, to the members of the Board of Directors and to Company's directors, to participate in the Boards of Directors and management of other companies, pursuing similar purposes. 7. Pre-approval of the members' of the Board of Directors' compensation for the fiscal year 2006. 8. Approval of the Merger through absorption of the Company and the companies styled Goody's, General Foods SA, and Delta Dairy SA (Absorbed Companies) by the company styled Delta Holding SA (Absorbing Company) according to articles 69-78 of the law 2166/1993 and more specifically: i) approval of the Draft of the Merger Agreement dated 24.3.2006. ii) approval of the Board of Directors' s explanatory report according to article 69, paragraph 4 of R.L. 2190/1920. iii) approval of the Auditors' reports for the confirmation of the book value of the Merging Companies, in accordance with law 2166/1993, as well as of the reports of the Audit Firms Grant Thornton SA and KPMG of the reasonable and fair of the exchange ratio of the shares. iv) approval of the Company's Merger according to article 72 of R.L. 2190/1920. 9. Appointment of authorized signatories for the execution of the Merger Contract in front of the Notary Public as provided by article 74 of R.L. 2190/1920. 10. Granting of authorization to the Board of Directors to decide on all other issues arising from the Merger. 11. Acquisition of one hundred and twenty one thousand seven hundred and ninety nine (121.799) shares of the company Creamline SA. 12. Other announcements. It is necessary that: a) The Shareholders who wish to participate in the Annual Ordinary 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 (12th km National Road Athens - Lamia, 14452 Metamorphossis, Attica), at least five (5) days prior to the date of the said General Assembly. b) In case that the shares are deposited in the Special Account the Shareholders should with a statement to the Central Depository of Securities, block the totality or part of the shares they hold and receive from the Central Depository of Securities the relevant Blocking Certificate, which they should deposit by the Company (12th km National Road Athens - Lamia, 14452 Metamorphossis, Attica) at least five (5) full days prior to the date of the said General Assembly, as provided by Law. In addition in case that a Shareholder wishes to be represented by an authorized representative, he should deposit to the Company's seat all necessary documents before the abovementioned deadline.
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