EGM on December 6th,2010
“FOLLI FOLLIE S.A.”
Extraordinary General Meeting on December 6th, 2010
Folli Follie S.A. announces that today December 6th, 2010 the Extraordinary General Meeting of the company took place as initially determined based on the respective invitation with primary subject the approval of the merger with the companies Hellenic Duty Free Shops S.A. and ELMEC SPORT S.A.
Folli Follie’s Vice President George Koutsolioutsos stated the following: “Today we start a new era for the Folli Follie Group which will lead us with certainty to the expansion and strengthening of our balance sheet in a difficult environment for Greece.
We are certain that we will respond the best way possible to the trust that our shareholders have expressed today, and we thank them for this impressive vote of confidence that they gave us today with an overwhelming participation of 85,8% of total votes.”
The Extraordinary General Meeting took in particular the following decisions:
1. Submitted and approved: a) the Draft Merger Agreement dated 22-10-2010 of “Hellenic Duty Free Shops SA” with the societιs anonymes a) “FOLLI FOLLIE Industrial and Commercial Societι 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 Duty Free Shops SA” 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) of the explanatory report under article 69, paragraph 4 of codified law 2190/1920 of the Board of Directors of our company “FOLLI FOLLIE Industrial and Commercial Societι Anonyme of Jewelleries – Timepieces – Clothing – Footwear – Accessories” regarding the Draft Merger Agreement; c) of 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 Societι Anonyme of Jewelleries – Timepieces – Clothing – Footwear – Accessories” and “ELMEC SPORT COMMERCIAL, INDUSTRIAL AND TECHNICAL SOCIETE ANONYME”; d) of the transformation balance sheets dated 30.06.2010 of the absorbed companies “FOLLI FOLLIE Industrial and Commercial Societι 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) of 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 g) ratification of 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 today’s date of the Extraordinary General Meeting.
2. Approved the Merger of “ HELLENIC DUTY FREE SHOPS SA” with the companies a) “FOLLI FOLLIE Industrial and Commercial Societι Anonyme of Jewelleries – Timepieces – Clothing – Footwear – Accessories” and b) “ELMEC SPORT COMMERCIAL, INDUSTRIAL AND TECHNICAL SOCIETE ANONYME” through absorption of companies under (a) and (b) by “DUTY FREE STORES SA” 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 authorized Mr. George Koutsolioutsos 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.
4. Other issues and announcements: This point was not discussed.
At the above Extraordinary General Meeting 113 shareholders represented 85,8% of the company’s share capital, or participated with 28.255.544 voting rights of 32.946.875 total voting rights.
With regard to the above issues of the agenda, the rate of participation and of the majority respectively are the following:
Issue 1. 85,8% participation, 85,7979% voted in favor, 0,0012% were present and did not vote, and 0,0009% with abstention from voting.
Issue 2. 85,8% participation, 85,7979% voted in favor, 0,0012% were present and did not vote, and 0,0009% with abstention from voting.
Issue 3. 85,8% participation, 85,7979% voted in favor, 0,0012% were present and did not vote, and 0,0009% with abstention from voting.
Athens, December 6th, 2010.
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Extraordinary General Meeting on December 6th, 2010
Folli Follie S.A. announces that today December 6th, 2010 the Extraordinary General Meeting of the company took place as initially determined based on the respective invitation with primary subject the approval of the merger with the companies Hellenic Duty Free Shops S.A. and ELMEC SPORT S.A.
Folli Follie’s Vice President George Koutsolioutsos stated the following: “Today we start a new era for the Folli Follie Group which will lead us with certainty to the expansion and strengthening of our balance sheet in a difficult environment for Greece.
We are certain that we will respond the best way possible to the trust that our shareholders have expressed today, and we thank them for this impressive vote of confidence that they gave us today with an overwhelming participation of 85,8% of total votes.”
The Extraordinary General Meeting took in particular the following decisions:
1. Submitted and approved: a) the Draft Merger Agreement dated 22-10-2010 of “Hellenic Duty Free Shops SA” with the societιs anonymes a) “FOLLI FOLLIE Industrial and Commercial Societι 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 Duty Free Shops SA” 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) of the explanatory report under article 69, paragraph 4 of codified law 2190/1920 of the Board of Directors of our company “FOLLI FOLLIE Industrial and Commercial Societι Anonyme of Jewelleries – Timepieces – Clothing – Footwear – Accessories” regarding the Draft Merger Agreement; c) of 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 Societι Anonyme of Jewelleries – Timepieces – Clothing – Footwear – Accessories” and “ELMEC SPORT COMMERCIAL, INDUSTRIAL AND TECHNICAL SOCIETE ANONYME”; d) of the transformation balance sheets dated 30.06.2010 of the absorbed companies “FOLLI FOLLIE Industrial and Commercial Societι 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) of 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 g) ratification of 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 today’s date of the Extraordinary General Meeting.
2. Approved the Merger of “ HELLENIC DUTY FREE SHOPS SA” with the companies a) “FOLLI FOLLIE Industrial and Commercial Societι Anonyme of Jewelleries – Timepieces – Clothing – Footwear – Accessories” and b) “ELMEC SPORT COMMERCIAL, INDUSTRIAL AND TECHNICAL SOCIETE ANONYME” through absorption of companies under (a) and (b) by “DUTY FREE STORES SA” 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 authorized Mr. George Koutsolioutsos 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.
4. Other issues and announcements: This point was not discussed.
At the above Extraordinary General Meeting 113 shareholders represented 85,8% of the company’s share capital, or participated with 28.255.544 voting rights of 32.946.875 total voting rights.
With regard to the above issues of the agenda, the rate of participation and of the majority respectively are the following:
Issue 1. 85,8% participation, 85,7979% voted in favor, 0,0012% were present and did not vote, and 0,0009% with abstention from voting.
Issue 2. 85,8% participation, 85,7979% voted in favor, 0,0012% were present and did not vote, and 0,0009% with abstention from voting.
Issue 3. 85,8% participation, 85,7979% voted in favor, 0,0012% were present and did not vote, and 0,0009% with abstention from voting.
Athens, December 6th, 2010.
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