Resolutions of the 24th Annual General Meeting
In the 24th Annual General Meeting, which was held on June 29th 2007, 40 shareholders representing 39.271.284 shares or 70,89% of total shares, committed their shares and participated in the General Meeting either themselves or via proxy. The General Meeting unanimously decided the following:
1. Approved the Annual Financial Statements (both consolidated and non-consolidated) for the accounting year 2006 (1.1.2006 - 31.12.2006), as well as the corresponding reports of the Board of Directors and the Auditors.
2. Approved the distribution of the earnings and the dividend payment of ? 0,065 per share. All the holders of the company's shares at the closing of the trading day of the Athens Stock Exchange of August 17, 2007, are entitled to receive the cash dividend. As of Monday the 20th of August 2007, the stock will be traded ex-dividend. Decided that Monday the 27th of August 2007 will be the starting date that dividend will be cashed via the network of an associate commercial bank. The details on the dividend payment will be announced in the near future.
3. Relieved the Board of Directors and the Auditors from all liabilities for the accounting year 2006 (1.1.2006 - 31.12.2006).
4. Assigned the Audit of the financial statements for the year 2007 (1.1.2007 - 31.12.2007) to Deloitte Hadjipavlou Sofianos & Cambanis SA. Mr. Efthimiadis Paris was set as the Auditor and Mr. Sofianos Nikolaos his replacement. The fee of Deloitte Hadjipavlou Sofianos & Cambanis SA for conducting the audit is set according to the prevailing legislation.
5. Approved the acquisition of 229.549 shares of the subsidiary Factory Outlet SA. This acquisition is in compliance with L. 2190/1920, article 23a, but does not meet the criteria of article 287, par. 2 of the rulebook of the Athens Stock Exchange, therefore, Elmec Sport will not issue an information memorandum.
6. Approved the issue of non-convertible bonds, in compliance with L 3156/03. Furthermore, authorized the Board of Directors to set the total amount of the bonds, decide the financial institution that will issue the bonds, evaluate, negotiate and agree on the specific terms and sign the relevant agreement with the terms that seem optimum for the Company, and generally to make all the necessary actions in order to issue the bonds.
7. Elected the new six-member Board of Directors with six years service, comprising the following:
a. Fais Sam of Ino, executive director
b. Fais Lucy of Ino, executive director
c. Galanakis Georgios of Emmanouil, executive director
d. Hatziyakoumis Christos of Stilianos, executive director
e. Lazou Efterpi of Nikolaos, independent non- executive director
f. Karavias Fokionas of Christos, independent non- executive director
8. Approved the fees paid to the members of the Board of Directors for the accounting year 2006 (1.1.2006 - 31.12.2006) and pre-approved the corresponding fees for the year 2007 (1.1.2007 - 31.12.2007).
9. Granted permission to the members of the Board of Directors and the Senior Executives of the Company, as stated in Law 2190/1920, article 23, paragraph 1, to become directors or senior executives in other companies having the same or related objectives with our Company.
10. Approved the acquisition of the minority shares of the subsidiaries 'Factory Outlet SA', 'Factory Outlet Airport SA' and 'Ipirotiki SA', that is the shares of the above subsidiaries held by third parties, that do not comply with the criteria of L 2190/20, article 23a. This acquisition does not meet the criteria of article 287, par 2 of the Rulebook of the Athens Stock Exchange, therefore the Company will not issue an information memorandum. Moreover, authorised the Board of Directors to complete the acquisition of the above mentioned shares with the terms and conditions that are for the benefit of the Company.
11. Authorised the members of the Board of Directors to act accordingly in order to implement and complete the capital expenditure programme of the Company, as described in the section 'Objectives and Prospects' of the Management Report of the Board of Directors for the accounting year 2006.
Also, the Chairperson of the Internal Audit Committee informed the General Meeting on the actions taken by the Internal Audit Department during the accounting year 2006 (1/1 - 31/12/06) and the first months of the current fiscal year.