General Meeting's Decisions Announcement
Greek Organisation of Football Prognostics S.A. (OPAP S.A.) announces the resolutions of the 14th Annual Ordinary General Meeting of 22.05.2014
Athens, June 22nd, 2014 -The Fourteenth (14th) Annual Ordinary General Meeting of the shareholders of Greek Organization of Football Prognostics S.A. (OPAP S.A.) took place on Thursday, June 22nd, 2014 at its headquarters, 62, Kifissou Str., Peristeri.
Six hundred and fifty (650) shareholders representing 237,252,029 shares, out of a total of 319,000,000 shares, i.e. 74,37% of the Company's share capital, were present or represented and voted at the Meeting.
The following items of the Agenda were discussed and accordingly the AGM decided to:
Item 1: Approve the restated separate and consolidated Financial Statements for the thirteenth (13rd) fiscal year (January 1st, 2012 until December 31st, 2012) (approval of 99,81%).
Item 2: Approve the Board of Directors Report and Auditors Report for the Company's Annual Financial Statements for the fourteenth (14th) fiscal year (commencing on January 1st, 2013 until December 31st, 2013) (approval of 99,81%).
Item 3: Approve the separate and consolidated financial statements for the fourteenth (14th) fiscal year (commencing on January 1st, 2013 until December 31st, 2013) (approval of 99,81%).
Item 4: Approve the distribution of earnings and decide upon the distribution of a total gross dividend of 0.25 Euro per share for the fiscal year 2013. Eligible to receive the dividend are OPAP's registered shareholders on Thursday, 29.05.2014 (record-date). The Ex-dividend date for the fiscal year 2013 will be Tuesday, 27.05.2014. The payment of the dividend will commence on Wednesday, 04.06.2014 and will be processed through the National Bank of Greece (approval of 99,96%).
Item 5: Discharge the Board of Directors members as well as the Chartered Auditors (approval of 99,77%) from any liability for indemnity with respect to the realised (management) for the fourteenth (14th) fiscal year (commencing on January 1st, 2013 until December 31st, 2013), and approve the management and representation acts made by the Company's Board of Directors.
Item 6: Approve the Members of the Board of Directors' compensation and remuneration (approval of 99,95%) for the fourteenth (14th) fiscal year (commencing on January 1st, 2013 until December 31st, 2013).
Item 7: Approve the compensation and remuneration Members of the Executive Members of the Board of Directors pursuant to Article 24, paragraph 2 of Codified Law 2190/1920, as in force (approval of 99,34%).
Item 8: Preliminary approve the compensation and the remuneration of the members of the Company's Board of Directors (approval of 99,44%) for the current fifteenth (15th)fiscal year (commencing on January 1st, 2014 until December 31st, 2014).
Item 9: Appoint the Audit Firm "KPMG" as Certified Auditors and approve their remuneration (approval of 99,91%) to audit the Group's financial statements and issue the Annual Tax Certificate for the current fifteenth (15th) fiscal year (1st January 2014 to December 31st, 2014). In particular, Mrs. Chrisoula Douka (SOEL reg. No. 37551 ) and Mr. Michael Kokkinos (SOEL reg. No. 12701) were elected as Statutory Auditors, Mr. Anastasios Panagides (SOEL Reg. No. 37581) and Mr. Filippos Kassos (SOEL Reg. No. 26311) were elected as Substitute Statutory Auditors.
Item 10: Approve the (a) deletion of articles 9, 19, 21, 23, 28, 29, 36, 39, 40, 43, 48, 49 and 50, amendment of the articles 1, 2, 3, 4, 5, 7, 12, 13, 15, 16, 17, 18, 20, 22, 24, 25, 27, 31, 35, 37, 38, 41 and 44 and renumbering of the articles 10, 11, 12, 13, 14, 15, 16, 17, 18, 20, 22, 24, 25, 26, 27, 30, 31, 32, 33, 34, 35, 37, 38, 41, 42, 44, 45, 46 and 47 and (b) configuration of the Articles of Association in a single text (approval of 99,86%).
Item 11: Approve the grant of permission, pursuant to article 23, paragraph 1 of Codified Law 2190/1920,as in force, to Members of the Board of Directors and Officers of the Company's Departments and Divisions for their participation and rendering of their services on the Boards of Directors or in the management of the Group's companies and associate companies for the purposes as set out in article 42e paragraph 5, of Codified Law 2190/1920, as in force (approval of 99,96%).
The breakdown of the votes for each resolution will be available on the Company's website www.opap.gr, in accordance with article 32, paragraph 1 of C.L. 2190/1920, as in force.
OPAP S.A. BOARD OF DIRECTORS
ATHENS 22.05.2014