On April 27, 2006 the company P.G. NIKAS S.A. performed its Ordinary General Shareholders Meeting with the participation of six shareholders, which represent eleven million two hundred fourty thousand shares (11,240,000), equal to 55.55% of the company's share capital. The Ordinary General Meeting approved and resolved unanimitly on the following matters:
- Approval of the Company and Consolidated Financial Statements under IFRS for the financial year 2005 after hearing the relevant Board of Directors and Auditor's reports.
- -Approval of the appropriation of Net Earnings for the financial year 2005 and the distribution of a dividend of Euro 0.26 per share. Eligible to receive the dividend are the Shareholders of the company on the closing of the trading session of the ATHEX on 28/04/2006. The ex-dividend date is set for 02/05/2006. Dividend payment will start on 10/05/2006 through the bank EFG Eurobank Ergasias S.A. to the authorized operators (custodians and securities companies) of the eligible shareholders who (operators) will declare to the Central Securities Depository (C.S.D.) that have the right to collect the dividend for their customers, in order to forward to the beneficiaries or to credit the shareholders bank accounts. The payment of dividend concerning special cases such as shares held in a special account, shareholders who haven't provided an authorization or have revoked the authorisation provided to the operators, heirs of shareholders, etc. may directly receive their dividend from any branch of the bank by presenting their identification card or in the case of a third person by presenting an authorisation of the beneficiary duly certified as to the authenticity of the signature by any police or other authority.
- Approval of the release of the Board of Directors and the Auditors from any liabilities for damages associated with the performance of their duties during the financial year 2005.
- Election of Messrs. Konstantinos Michalatos and Kyriakos Rirris of the auditing firm PRICEWATERHOUSECOOPERS as regular and deputy certified auditors respectively for the audit of the company and consolidated financial statements for the financial year 2006.
- Approval of the election of a new Member to replace a resigned member and confirmation of the status of the Board members as Independent, non-Executive and Executive.
- Election of a new Board of Directors due to the term of service of the existing Board of Directors and appointment of the independent members in accordance with article 3 of L. 3016/2002. The new Board of Directors, the service of which ends on 26/04/2011, is as follows:
1. Minas Tanes, son of George
2. Dionissios Rorris, son of Paschalis
3. Aggelos Plakopitas, son of Nikolaos
4. Michael Madianos, son of Nikolaos
5. Emmanouil Kotronakis, son of Antonis
6. Stelios Argyros, son of Alexandros, Independent Non-Executive Member
7. George Vlachos, son of Samouil, Independent Non-Executive Member
- Approval of the fees paid to the BoD members within the financial year 2005 and pre-approved the fees of the BoD members for the financial year 2006, in accordance to the article 24 of C.L. 2190/1920.
- Decision on granting a license to BoD members and higher executives of the Company to act according to the aims set by the Company.
- Approval of the investing plans of the Company of Euro 5mil. and their dependence to the development law 3299/2004. The own participation of the Company will amount to Euro 1.3 mil. and shall be made by blocking the respective amount to a "special reserve" from the "retained earnings".
- Within the framework of the company's strategy for disengaging from non-profitable and secondary activities, the Board of Directors decided and the Shareholders Meeting approved of:
i. The transfer of 40.89% of the shares of HELLINIKOS GYROS S.A. held by the company for Euro2,000.000. The acquisition cost of the specific investment amounted to Euro 987,000. The sale of the above participation shall have a positive income on the consolidated financial statements of 2006 by approximately Euro 400,000.
ii. The sale of 75% of the share capital of PLATEON S.A. held by the Company for Euro7,220. From the above sale, the Company is disengaged from a damaging activity (Euro 570,000 of losses within 2005 according to IFRS) and from loans of Euro 5 mil. The said transaction will have a negative impact on the consolidated results of the year 2006 by approximately Euro 2 mil.