Αnnouncement

The Extraordinary General Meeting of the company NEOCHIMIKI L.V. LAVRENTIADIS S.A. was held on Monday, November 28, 2005. The shares represented in the Meeting amounted to 18,186,650 shares out of a total of 36,000,000 shares (equal to 50.51%). The General Meeting resolved on the following matter on the agenda. More specifically: Amendment of articles 6, 22, 31 and 34 of the statutes. The General Meeting unanimously approved of the amendment of articles 6, 22, 31 and 34 of the statutes, which will become as follows: Article 6 Share Capital Increase The subparagraph a) of paragraph 1 of article 6 is replaced as follows: 1. a) During the first five years from the establishment of the company or within five years from the relevant resolution of the General Meeting, which is subject to publicity formalities of the article 7b of Cod.L. 2190/20, with a resolution of a 2/3 majority of BoD members, the share capital may increase partially or totally by issuing new shares of an amount not exceeding the initial share capital or the paid share capital as of the date that the said resolution is made by the General Meeting. Article 22 The jurisdiction of the BoD ADDITION OF NEW PARAGRAPH number 4., which is exactly as follows: 4. The Board of Directors is authorized to decide on the issue of syndicated loans according to the stipulations of L. 3156/2003, except for syndicated loans with convertible securities (excluding the case of article 3a par.1 subpar. b of Cod.L.2190/1920) or right of participation in profits. Consequently, the above jurisdiction of the Board of Directors cannot be transferred. Article 31 Quorum of the General Meeting Paragraph 3 of this article is replaced as follows: 3. Especially for resolutions regarding: a) change of the companys nationality, b) change of the companys scope, c) increase of the shareholders obligations, d) share capital increase not provided for in the statutes (except in the cases of share capital increase provided for in these statutes in article 6 par. 1 and 2) or imposed by Law or made by capitalization of reserves, e) share capital decrease, f) issue of a syndicated loan as per articles 8 and 9 of L. 3156/2003 on Syndicated Loans g) change in the mode of appropriation of profits, h) the merger, dissociation, conversion or revival of the company i) extension of the duration or winding-up of the company the General Meeting is at quorum and deliberates validly on the issues on the agenda when shareholders representing at least two thirds (2/3) of the paid up share capital are present thereat. Article 34 Exclusive jurisdiction of the General Meeting Article 34 is replaced as follows: 1. The General Meeting is the only competent to decide on the following issues: a) Amendment of the statutes, which includes the increase and decrease of the share capital. b) Election of BoD members and Auditors. c) Approval of the companys Balance Sheet. d) Appropriation of annual profits. e) Issue of a syndicated loan as per articles 8 and 9 of L.3156/2003 except in case of 3Α par.1 subpar.b of Cod. L.2190/1920. f) the merger, dissociation, conversion or revival of the company, g) extension of the duration or winding-up of the company. h) Appointment of liquidators. i) Approval of lawsuit against BoD Members for transgression of their duties. 2. The stipulations of the previous paragraph do not concern: a) Share capital increases of the company decided according to Law and the present statutes by the Board of Directors or the General Meeting according to article 13 par. 1,2 of L.2190/2190, as well as the increases imposed by the stipulations of other laws b) supplementing or replacement of BoD members, according to the statutes, till the first Ordinary General Meeting


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