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Listed Companies' Press Releases
Press Releases for 06/12/2010 | Company Press Releases | Press Search | Monthly Press
06/12/2010
FOLLI - FOLLIE S.A.
Decisions of the Extraordinary General Assembly of the Shareholders
The Company announces that the Extraordinary General Assembly of the Shareholders that took place on December 06, 2010, decided on the following items:
1. Submitted and approved: a) the Draft Merger Agreement dated 22-10-2010 of Hellenic Dutyfree Shops S.A. with the societe anonymes a) FOLLI FOLLIE Industrial and Commercial Societ? Anonyme of Jewelleries -Timepieces - Clothing - Footwear - Accessories and b) ELMEC SPORT COMMERCIAL, INDUSTRIAL AND TECHNICAL SOCIETE ANONYME ("the Merger") through absorption of companies under (a) and (b) by Hellenic Dutyfree Shops S.A. in accordance with the provisions of articles 68-77a of codified law 2190/1920 and articles 1-5 of law 2166/1993 as in force; b) the explanatory report under article 69, paragraph 4 of codified law 2190/1920 of the Board of Directors of the Company regarding the Draft Merger Agreement; c) the reports dated 30-9-2010 of the chartered accountant-auditor Mrs. Chryssoula Tsakaloyannis regarding assessment of the book value of the assets of the absorbed companies FOLLI FOLLIE Industrial and Commercial Societ? Anonyme of Jewelleries ? Timepieces ? Clothing ? Footwear ? Accessories and ELMEC SPORT COMMERCIAL, INDUSTRIAL AND TECHNICAL SOCIETE ANONYME; d) the transformation balance sheets dated 30.06.2010 of the absorbed companies FOLLI FOLLIE Industrial and Commercial Societ? Anonyme of Jewelleries ? Timepieces ? Clothing - Footwear - Accessories and ELMEC SPORT COMMERCIAL, INDUSTRIAL AND TECHNICAL SOCIETE ANONYME; e) of report dated 18-10-2010 of the chartered accountant-auditor Panagiotis Vroustouris, member of the auditing firm ENEL ALTERNATIVE AUDITING FIRM SOCIETE ANONYME and reports dated 21-10-2010 of Alpha Bank and Commercial Bank respectively, concerning the fairness and reasonableness of the share exchange ratio pursuant to article 4.1.4.1.3 of the Athens Stock Exchange Regulation; f) the report dated 4-11-2010 of our company?s Board of Directors in accordance with article 4.1.4.1.3 of ASE Regulation; and ratified the decisions, declarations, announcements, powers of attorney, legal acts and actions of our company?s Board of Directors, agents and attorneys performed for the purposes of the Merger up until the date of the Extraordinary General Meeting.
2. Approved the Merger of our company by absorption of our company and the company ELMEC SPORT COMMERCIAL, INDUSTRIAL AND TECHNICAL SOCIETE ANONYME by Hellenic Dutyfree Shops S.A. in accordance with the provisions of articles 68-77a of codified law 2190/1920 and articles 1-5 of law 2166/1993 as in force, and regulation of all related issues.
3. Appointed Mr. George Koutsolioutsos, as Representative of our company to sign the notarial deed of Merger, and authorizes him to perform any other act, declaration, announcement or legal act required for that purpose and in general for completion of the Merger and for carrying the Extraordinary General Meeting?s decisions into effect.
In the above Extraordinary General Meeting 113 shareholders were present representing 85,8% of the sharecapital of our company i.e.: 28.255.544 voting rights against total number of voting rights 32.946.875.
With respect to the above subject matters the quorum and majority percentages are the following:
Subject 1. 85,8% quorum, 85,7979% voted for, 0,0012% voted present and 0,0009% voted abstain.
Subject 2. 85,8% quorum, 85,7979% voted for, 0,0012% voted present and 0,0009% voted abstain.
Subject 3. 85,8% quorum, 85,7979% voted for, 0,0012% voted present and 0,0009% voted abstain.