Resolutions Ordinary General Meeting
The Annual Ordinary General Meeting, was held on Wednesday, May 24, 2006, at 17:30, at MUSEUM GOULANDRI OF NATURAL HISTORY - GAIA ("Aggelos Goulandris' hall), at Kifissia Attikis, 100 Othonos Str. The total number of shareholders that were present or represented were 17 corresponding to 35.047.562 shares out of 72.867.451 shares, which represent a percentage of 48,1 %.
The following agenda issues were discussed and decided:
(a) Submission of the Annual Financial Statements (Company's and Consolidated), the Certified Auditor's Report and the Management Reports of the Board of Directors for the fiscal year 2005 (1.1.2005 - 31.12.2005), shareholders representing in total 10.480 votes did not participate to this discussion, which involved the two first issues of the agenda.
(b) The Shareholders Meeting decided unanimously on the following 7 issues:
1. the approval of the Annual Financial Statements (Company's and Consolidated), for the fiscal year 2005 (1.1.2005 - 31.12.2005) and decided the dividend for the fiscal year 2005 amounts to 0.06 per share. Beneficiaries of the above dividend are those who possessed company shares at the end of the Athens Exchange session of May 25 2006. Termination day of this right is Friday, May 26, 2006. Thus, from this date on, the company's shares shall be traded at the Athens Exchange without a dividend right. The payment of the dividend shall begin on June 05, 2006 by EFG EUROBANK Ergasias bank S.A.
2. the election of the Certified Auditor for the fiscal year 2006 (1.1.2006 - 31.1.2006) the company PRICEWTERHOUSECOOPERS and defined its fees,
3. the election of the New Board of Directors constituted of the following seven members: 1. Michail Maillis son of Ioannis, 2. Charalambos Stavrinoudakis son of Alexandros, 3. John Kourouglos son of Minas, 4. Sotiris Orestidis son of Nikitas, 5. Ilias Gounaris son of Panagiotis, 6. Konstantinos Kotsilinis son of Eleftherios and 7. Maria Maillis son of Michail. According to art. 3 par. of law 3019/2002 as modified, as independent members of the Board of Directors were elected Mr. Sotiris Orestidis, Mr. Ili as Gounaris and Mr. Konstantinos Kotsilinis.
4. the approval of contracts, salaries and fees of members of the Board of Directors.
5. the authorization, according to article 23, par. 1, of Regulatory Law 2190/1920, to members of the Board of Directors and to company's executives to participate in the management or the direction of companies belonging to the company group, which pursue the same or similar purposes.
6. the modification of article 5 of the Articles of Association of the company in relation to the Share-Capital of the company and codification in order to incorporate the increase of the share capital that was resolved by the Board of Directors on 1.12.2005 following the exercise of their rights by the beneficiaries of the stock option plan
7. the termination of the Shareholders Buy-Back period, which was resolved as part of the Ordinary General Meeting of the Shareholders on 14.06.2005, and passing of a new resolution on Shares Buy-Back, according to article 16, paragraphs 5 and 6, of Codified Law 2190/1920 and more specifically the company to proceed to a new share buy-back period, in compliance with article 16 par. 5 and 6 of C.L. 2190/1920, in order to further support the share's value at the Stock Exchange, up to 6,18% of the total number of shares, i.e. up to 4,500,000 shares, within the following 12 months from today, setting the maximum price at nine euros (9 ) per share and the minimum price at one euro (1 ) per share.
(c) The General Meeting, by a majority of 47,85% (by 34.865.562 voting rights) after calling each one of the shareholders who are present by their name and are entitled to vote for the present issue according to article 35 of Regulatory Law 2190/1920 released the Board of Directors and the Auditor from any liability in regards to the Balance Sheet, the Fiscal Year results and the management of the Company as well as the Consolidated fiscal year results -balance sheet and management of fiscal year 2005.
(d) The General Meeting by 35.037.082 voting rights in favour and 10.480 voting rights against approved according to article 23 a of Regulatory Law 2190/1920 the purchase by the Company of the shares Mr Michail Maillis is holding in its subsidiary "STRAPTECH SA STRAPPING SYSTEMS AN MATERIALS". In order for the Company to acquire the 100% of the shares of said subsidiary, it was further resolved to purchase all the shares held by Mr Maillis namely 70.600 shares, corresponding to 1% of the total capital at t heir par value 0,74 Euros per share.
(e) It was noted that especially for the tenth issue of the agenda, the Extension of the Stock Option Plan to its managers and of the Company and its subsidiaries, the total number of shareholders present or represented to the General Meeting, as it is analyzed above, is not enough to form the extraordinary quorum defined in Article 29§3 of the Regulatory Law 2190/1920, which is a prerequisite in order to have a valid resolution on this issue therefore the General Meeting did not discuss the present issue which has been remit to a repeated General Shareholders Meeting.