MICHANIKI S.A. hereby announces, in accordance with article 4.1.3.3 of the Athens Stock Exchange Regulation, that in the Second Repeating Extraordinary General Assembly of the Company’s shareholders, holders of ordinary shares, which was held on Wednesday 17^th  February 2010 at 15:00 hours at the Company’s head offices in the Municipality of Amaroussio in Attica (91 M. Alexandrou Street and 25^th Martiou Street), with the presence and representation of 93 legal and natural persons, representing 14,903,800 ordinary registered shares with voting rights out of a total of 66,937,526 ordinary shares with voting rights, that is with a quorum of 22.27% of the paid share capital distributed in registered shares, decisions were taken 2^nd, 3^rd, 4^th, 5^th 6^th and 7^th items of the agenda, which were:

 

The modification (investigation and re-formulation) of the objective of the Company, as notified with the posting of the modification on the Company’s website, was approved with 14,903,800 votes, that is a majority 100% of the represented votes.

 

The modification of article 3 of the Articles of Association of the Company on the objective was approved with 14,903,800  votes, that is a majority 100% of the represented votes, according to the decision on the 2^nd item.

 

The nominal decrease in the share capital of the Company by the total amount of € 78,041,470.92, with a corresponding decrease of the nominal value of each share, ordinary and preferential, from € 1.54 to € 0.70, that is by € 0.84 per share, ordinary and preferential, was decided with 14,890,054 votes, that is a majority of 99.91% of the represented votes, aiming at setting up an equal amount of a special reserve fund as stipulated by the provision of article 4 §4a of C.L. 2190/1920 as applied. With the said decrease, the share capital amounts to € 65,034,559.10, divided into 92,906,513 registered shares, of nominal value € 0.70 each and, more specifically in a) 66,937,526 ordinary registered shares with voting rights, of nominal value € 0.70 each; and b) 25,968,987 preferential shares without voting rights and non convertible registered shares, of nominal value € 0.70 each. The total of own capitals of the Company is unchanged.

 

The modification of articles 5 and 32 of the Articles of Association of the Company on the share capital was approved with 14,890,054 votes, that is a majority 99.91% of the represented votes, according to the decision on the 4^th item.

 

The following were decided with 14,892,944 votes, that is with a majority of 99.93% of the represented votes:

a)  The increase of the share capital of the Company with cash payment with the issuance of 46,453,256 new ordinary registered shares with voting rights in total, of nominal value € 0.70 each and the right of pre-emption in favour of the old shareholders of the Company at a ratio of one (1) new  ordinary registered share with voting rights per two (2) old ordinary or preferential shares with the highest amount of capitals to be drawn amounting to € 60 million. It is noted that as the current number of preferential shares issued (25,968,987) is not at par and, thus, it is not possible to issue a number of new shares with the above ratio (2:1), it was decided to issue in total 46,453,256 new ordinary registered shares with voting rights, an amount that shall be less than the above exact ratio (2:1) with regard to the total of the current ordinary and preferential shares (92,906,513) by half share. In the event of partial coverage of the increase, the provision of article 13a, C.L. 2190/1920 shall apply. The issuance consultant is Eurobank EFG Telesis Finance SA.

b)  Under the provision of §6, article 13, C.L. 2190/1920, as replaced by §3, article 19, L. 3604/2007, the General Assembly authorized the Board of Directors to advance, observing the formulations of the law, to the determination of the disposal price (issuance) of the new shares, within the period of time of 12 months as stipulated by the above provision. The disposal time (issuance) can be higher than the stock exchange value at the cut off time of the pre-emptive right and it shall be announced to the investment public prior to the approval of the contents of the newsletter by the Board of Directors of the Securities and Exchange Commission.

c)  The difference arising from the premium issuance (disposal) of the new shares shall be brought to a special premium account according to the law.  

d) More analytically, it was decided that with regard to the disposal of the new shares the following shall have a pre-emptive right for the above decided increase of the share capital:

i. all the Company’s shareholders, registered in the Dematerialized Securities System of the Hellenic Exchanges SA, two working days after the cut-off date of the pre-emptive right (pursuant to article 5.2 of the Regulation of the Athens Stock Exchange), provided they retain these rights during the exercise time. The cut-off date of the pre-emptive right shall be determined and announced on a date later than the date of this General Assembly, with a decision of the Board of Directors of the Company; as well as

ii. all parties that shall acquire pre-emptive rights during the trading period of the said rights in the Athens Stock Exchange.

e)  The deadline for the exercise of the pre-emptive right by the beneficiaries is determined at 15 days. The General Assembly authorises the Board of Directors to determine, with its decision the procedural and technical details for the exercise of the above pre-emptive rights. The beginning and end of the exercise period of the pre-emptive right shall be determined and announced on a date later than the date of this General Assembly, with a decision of the Board of Directors of the Company pursuant to the Greek corporal and stock exchange legislation. 

f)  Furthermore, the above under (d) holders of the pre-emptive rights that shall fully exercise the said rights are provided with the right to subscribe for the acquisition, pursuant to a later decision of the Board of Directors (article 13 of C.L. 2190/1920 as applicable), of possible unsold shares at the disposal price. The Board of Directors is also authorized to issue a decision determining on a date later than this General Assembly: a) all the technical and procedural terms of the right to subscribe as well as the way and deadline for the exercise of the right, including possible highest number of shares that the parties exercising this right shall be entitled to acquire; and b) the procedure for the return of blocked money in case of partial satisfaction of or failure to satisfy the exercised right to subscribe and any other detail with regard to the right to subscribe.

g) In the event of unsold shares, despite the exercise of the above pre-emptive and subscription rights, they shall be disposed to investors that will have participated in the procedure of an order book organized by Eurobank EFG Telesis Finance SA. The price for the disposal of unsold shares to investors will be equal to the disposal price.

h) Following the completion of the above, the Company’s Board of Directors shall convene in order to verify the final number of the possible unsold shares. If, after the above, there are still unsold shares, the Company’s Board of Directors are authorized to dispose them according to their judgment, otherwise, the share capital of the Company shall increase by the amount of the final coverage, pursuant to article 13a, C.L. 2190/1920.

i)  The deadline for the coverage and payment of the Company’s share capital was determined at four months, starting from the date of taking the decision, according to the above, by the Company’s Board of Directors with regard to the determination of the disposal price of the new shares. It is possible to be prolonged for one more month, with the decision of the Company’s Board of Directors.

j)  The new shares shall be entitled to dividends from possible profits of the 2009 fiscal year, provided the Ordinary General Assembly of the Company decides the distribution of dividend for this fiscal year and the new shares have been credited to the DSS accounts of the beneficiaries at the cut-off date of the dividend taking right. Share fractions shall not be issued.

k) The capitals drawn from this increase shall be used in order to reduce the short-term bank loan, to finance RES projects and PPP projects, make investments abroad and reinforce the company’s working capital. The Board of Directors is authorized to specify the exact end-use of the drawn capitals.

l)   Furthermore, apart from the provided authorization for the determination of the disposal price, the General Assembly authorized the Board of Directors to advance to all necessary actions, within the framework of the above decision, in order to regulate all details or/ and technical issues related to the above increase of the company’s share capital, including (indicatively) the determination of the cut-off date, as well as the starting and ending dates of the period for the exercise of the pre-emptive right (not later, though, than the deadline determined above), the special terms and the deadline for the exercise of the subscription right, the taking of necessary permits and approvals from the Securities and Exchange Commission or any other competent body, the drawing up and publication of the newsletter, the determination of the time and way of paying the disposal price, the disposal of any possible unsold shares according to the judgment of the Board of Directors (including the possibility to conclude a coverage guarantee) and, in general, the regulation of other issues for the implementation of the capital increase, making clear that the Board of Directors shall be entitled following a decision to assign part or/ the total of its capacities for the above actions to its members or/ and third parties.

 

The modification of articled 5 and 32 of the Articles of Association of the Company on the share capital was approved with 14,892,944 votes, that is a majority 99.93% of the represented votes, according to the decision on the 5^th item.

 

Amaroussio, Attica, 17 February 2010
The Board of Directors