Orphanides: AGM decisions – EGM approved redenomination of capital
26/6/2008 9:18
A. Annual General Meeting
Orphanides Public Company Limited announces that the Annual General Meeting took place on Wednesday, June 25, 2008 at 17.00 at Orphanides Mall in Nicosia. The AGM decided the following:
1. Financial statements
The AGM approved the final results for the year ended December 31, 2007, the Directors’ Report and the Auditors’ Report.
2. Appointment of Board members
Pursuant to the Articles of Association and the provisions of the Corporate Governance Code, the AGM reelected Messrs. Christos Orphanides, Giorgos Hadjimichael and Marios Antoniades as Board members. Messrs. Simos Kyriakides, Christos Phylaktou, Poly Kourousides, Ntinos Lefkaritis and Michalis Petsas continue to be Board members.
The AGM also ratified the appointment of Omnium Secretarial Limited as secretary. Omnium was appointed on 16/8/2007.
3. Remuneration of Board members
The remuneration of the Board members will be increased from £1,500 (€2,562.90) to €4,000 (£2,341.10) in 2008 and €70 (£40.97) per meeting attended.
4. Appointment of auditors
The AGM reappointed KPMG as auditors and authorized the Board of Directors to set their remuneration.
B. Extraordinary General Meeting
Before the AGM, the Extraordinary General Meeting approved the following resolutions with regard to the redenomination of the share capital from Cyprus pounds in euros:
Special Resolution 1
That pursuant to N. 33(I)/2007 the share capital be converted as follows:
a) The nominal value of the share be converted from £0.20 to €0.34 after the rounding.
b) The nominal capital of the Company be converted from £25,000,000 divided into 125,000,000 ordinary shares of nominal value £0.20 to €42,500,000 divided into 125,000,000 ordinary shares of nominal value €0.34 and the issued share capital of the Company be converted from £16,193,245 divided into 80,966,225 ordinary shares of nominal value £0.20 each to €27,528,516.50 divided into 80,966,225 ordinary shares of nominal value €0.34 each.
The reduction by £139,251.08 be registered in a special reserve, which will be called “Difference from conversion of share capital into euros”.
Note: The redenomination is carried out on the nominal value of the share and not on the total share capital. The redenomination from Cyprus pounds in euros is carried out with the division of the sum in Cyprus pounds with the irrevocable conversion price determined on July 10, 2007 and stands at 0.585274 using the six decimals. The amount in euros is rounded in two decimals.
Special Resolution 2
That the following Regulations of the Articles of Association be amended as follows:
1. Regulation 12. That the sum of £1.00 me3ntione din this Regulation be replaced by the sum of €1.71.
2. Regulation 29(a): That the sum of £1.00 mentioned in this Regulation be replaced with the sum of €1.71
3. Regulation 32: That the sum of £1.00 mentioned in the Regulation be replaced with the sum of €1.71”
Orphanides Public Company Limited announces that the Annual General Meeting took place on Wednesday, June 25, 2008 at 17.00 at Orphanides Mall in Nicosia. The AGM decided the following:
1. Financial statements
The AGM approved the final results for the year ended December 31, 2007, the Directors’ Report and the Auditors’ Report.
2. Appointment of Board members
Pursuant to the Articles of Association and the provisions of the Corporate Governance Code, the AGM reelected Messrs. Christos Orphanides, Giorgos Hadjimichael and Marios Antoniades as Board members. Messrs. Simos Kyriakides, Christos Phylaktou, Poly Kourousides, Ntinos Lefkaritis and Michalis Petsas continue to be Board members.
The AGM also ratified the appointment of Omnium Secretarial Limited as secretary. Omnium was appointed on 16/8/2007.
3. Remuneration of Board members
The remuneration of the Board members will be increased from £1,500 (€2,562.90) to €4,000 (£2,341.10) in 2008 and €70 (£40.97) per meeting attended.
4. Appointment of auditors
The AGM reappointed KPMG as auditors and authorized the Board of Directors to set their remuneration.
B. Extraordinary General Meeting
Before the AGM, the Extraordinary General Meeting approved the following resolutions with regard to the redenomination of the share capital from Cyprus pounds in euros:
Special Resolution 1
That pursuant to N. 33(I)/2007 the share capital be converted as follows:
a) The nominal value of the share be converted from £0.20 to €0.34 after the rounding.
b) The nominal capital of the Company be converted from £25,000,000 divided into 125,000,000 ordinary shares of nominal value £0.20 to €42,500,000 divided into 125,000,000 ordinary shares of nominal value €0.34 and the issued share capital of the Company be converted from £16,193,245 divided into 80,966,225 ordinary shares of nominal value £0.20 each to €27,528,516.50 divided into 80,966,225 ordinary shares of nominal value €0.34 each.
The reduction by £139,251.08 be registered in a special reserve, which will be called “Difference from conversion of share capital into euros”.
Note: The redenomination is carried out on the nominal value of the share and not on the total share capital. The redenomination from Cyprus pounds in euros is carried out with the division of the sum in Cyprus pounds with the irrevocable conversion price determined on July 10, 2007 and stands at 0.585274 using the six decimals. The amount in euros is rounded in two decimals.
Special Resolution 2
That the following Regulations of the Articles of Association be amended as follows:
1. Regulation 12. That the sum of £1.00 me3ntione din this Regulation be replaced by the sum of €1.71.
2. Regulation 29(a): That the sum of £1.00 mentioned in this Regulation be replaced with the sum of €1.71
3. Regulation 32: That the sum of £1.00 mentioned in the Regulation be replaced with the sum of €1.71”
