GREEK ORGANISATION OF FOOTBALL PROGNOSTICS S.A.
Resolutions of the 8th Annual Ordinary General Meeting of 11.6.2008
The Greek Organization of Football Prognostics S.A. (OPAP S.A.) announces, according to article 278 of the ATHEX regulation, that the 8th Annual Ordinary General Meeting of the Company's Shareholders was held on June 11th, 2008. The General Assembly gathered quorum reached 5.04% of the paid in share capital (178,768,482 shares out of total 319,000,000 shares), attended by 367 shareholders and adopted the following resolutions on the issues of the Daily Agenda:
1. Approved the Board of Directors and Auditors' Reviews on the annual financial statements of the fiscal year 2007.
2. Approved the annual and consolidated financial statements of the fiscal year 2007, drafted in accordance with the International Financial Reporting Standards.
3. Approved the proposed by the BoD a total dividend distribution of 1.74 EURO per share for the fiscal year 2007. Following the distribution of an interim dividend of 0.60 EURO per share paid in December 2007 upon decision of the Board of Directors, the remaining dividend is 1.14 EURO per share. Eligible to receive the remaining dividend of 1.14 EURO per share are the shareholders as of the closing session of the ATHEX on Friday, 13.6.2008. As of Tuesday, 17.6.2008 the shares will be traded ex-dividend. The payment of the remainder dividend will commence on 25.6.2008 and will be processed through the paying bank, the NATIONAL BANK OF GREECE.
4. Exempted the Board of Directors and Chartered Accountants from any liability for compensation for activities of the Eighth 8th fiscal year (1.1.2007 until 31.12.2007) and approved the administrative and representation acts of the Board of Directors.
5. Approved the remuneration (compensation) of the members of the Board of Directors for their participation in the BoD and in company's committees for the Eighth (8th) fiscal year (1.1.2007 - 31.12.2007
6. Pre approved the remuneration (compensation) of the members of the Board of Directors for their participation in the BoD and in companies' committees for the current (9th) fiscal year (1.1.2008 until 31.12.2008).
7. Elected Mr. Deligiannis Georgios and Mr. Konstantinou Sotirios as Ordinary and Mr Kazas Vasileios and Mr. Paraskevopoulos Georgios as Deputies, all auditors from Grant Thornton S.A. Certified Auditors-Accountants, to audit the annual and consolidated financial statements of the Company and the Group for the fiscal year 2008, and approved their compensation.
8. Did not approve, due to opposition of minority stake in excess of 1/20 of the represented in the General Meeting share capital, the concluded contract of an executive member of the Board, pursuant to article 23 paragraph of the c.l 2190/1920
9. Granted authorization, pursuant to article 23, paragraph 1 of c.l.2190/1920, to the members of the Board of Directors and directors of the Company's Departments and Divisions to participate in the Board of Directors or in the management of the Group's companies and their associate companies.
10. Approved the electronic transmission of information by the Company to the shareholders (article 18 of Law 3556/2007).
11. Approved the amendment, re-wording, abolishment, appending and renumbering of the articles and the statuary provisions, for operational purposes and in order to adapt to c.l. 2190/1920, as amended by Law 3604/2007, excluding article 2 of the Articles of Association which refers to the scope of the company, as the required by the Articles of Association increased quorum of 2/3 of the paid in share capital was not achieved. The amendment of article 2 of the Articles of Association will be resolved in the A' Repeat General Assembly of the Shareholders, that will convene without further notice following the 14.5.2008 decision of the Board of Directors, on Wednesday June 25, 2008, at 12.00, at the company's headquarters, 62 Kifissou Avenue, Peristeri Attica. The General Meeting also approved the codification of the Company's articles of Association in one single document which will be concluded following the relevant resolution of the Repeat General Assembly
12. Granted authorization and power of attorney to the company's lawyers, to carry out any legal action to enforce the resolutions and submit for approval and publication of the Minutes of the Ordinary General Assembly or any Repeat Session and of the new codification of the Company's articles of Association.
Lastly, the Chairman of the Board of Directors and Chief Executive Officer of the company, Mr. Christos Hadjiemmanuil, closing the session of the General Meeting, expressed his satisfaction for the ongoing progress in relation to the three priorities set by the new Board of Directors for 2008: He particularly referred to: (a) the new contractual agreement with the Agents which defines the rights and obligations of each party and resolves long lasting pending issues (b) the ongoing monitoring and reviewing of procedures relating to the management of STIHIMA maximizing management efficiency and (c) the approval of the business model for the reorganization of the Greek companies of the Group (OPAP and OPAP SERVICES). The new organizational charts will be announced in a press conference on Wednesday 18th June 2008.
1. Approved the Board of Directors and Auditors' Reviews on the annual financial statements of the fiscal year 2007.
2. Approved the annual and consolidated financial statements of the fiscal year 2007, drafted in accordance with the International Financial Reporting Standards.
3. Approved the proposed by the BoD a total dividend distribution of 1.74 EURO per share for the fiscal year 2007. Following the distribution of an interim dividend of 0.60 EURO per share paid in December 2007 upon decision of the Board of Directors, the remaining dividend is 1.14 EURO per share. Eligible to receive the remaining dividend of 1.14 EURO per share are the shareholders as of the closing session of the ATHEX on Friday, 13.6.2008. As of Tuesday, 17.6.2008 the shares will be traded ex-dividend. The payment of the remainder dividend will commence on 25.6.2008 and will be processed through the paying bank, the NATIONAL BANK OF GREECE.
4. Exempted the Board of Directors and Chartered Accountants from any liability for compensation for activities of the Eighth 8th fiscal year (1.1.2007 until 31.12.2007) and approved the administrative and representation acts of the Board of Directors.
5. Approved the remuneration (compensation) of the members of the Board of Directors for their participation in the BoD and in company's committees for the Eighth (8th) fiscal year (1.1.2007 - 31.12.2007
6. Pre approved the remuneration (compensation) of the members of the Board of Directors for their participation in the BoD and in companies' committees for the current (9th) fiscal year (1.1.2008 until 31.12.2008).
7. Elected Mr. Deligiannis Georgios and Mr. Konstantinou Sotirios as Ordinary and Mr Kazas Vasileios and Mr. Paraskevopoulos Georgios as Deputies, all auditors from Grant Thornton S.A. Certified Auditors-Accountants, to audit the annual and consolidated financial statements of the Company and the Group for the fiscal year 2008, and approved their compensation.
8. Did not approve, due to opposition of minority stake in excess of 1/20 of the represented in the General Meeting share capital, the concluded contract of an executive member of the Board, pursuant to article 23 paragraph of the c.l 2190/1920
9. Granted authorization, pursuant to article 23, paragraph 1 of c.l.2190/1920, to the members of the Board of Directors and directors of the Company's Departments and Divisions to participate in the Board of Directors or in the management of the Group's companies and their associate companies.
10. Approved the electronic transmission of information by the Company to the shareholders (article 18 of Law 3556/2007).
11. Approved the amendment, re-wording, abolishment, appending and renumbering of the articles and the statuary provisions, for operational purposes and in order to adapt to c.l. 2190/1920, as amended by Law 3604/2007, excluding article 2 of the Articles of Association which refers to the scope of the company, as the required by the Articles of Association increased quorum of 2/3 of the paid in share capital was not achieved. The amendment of article 2 of the Articles of Association will be resolved in the A' Repeat General Assembly of the Shareholders, that will convene without further notice following the 14.5.2008 decision of the Board of Directors, on Wednesday June 25, 2008, at 12.00, at the company's headquarters, 62 Kifissou Avenue, Peristeri Attica. The General Meeting also approved the codification of the Company's articles of Association in one single document which will be concluded following the relevant resolution of the Repeat General Assembly
12. Granted authorization and power of attorney to the company's lawyers, to carry out any legal action to enforce the resolutions and submit for approval and publication of the Minutes of the Ordinary General Assembly or any Repeat Session and of the new codification of the Company's articles of Association.
Lastly, the Chairman of the Board of Directors and Chief Executive Officer of the company, Mr. Christos Hadjiemmanuil, closing the session of the General Meeting, expressed his satisfaction for the ongoing progress in relation to the three priorities set by the new Board of Directors for 2008: He particularly referred to: (a) the new contractual agreement with the Agents which defines the rights and obligations of each party and resolves long lasting pending issues (b) the ongoing monitoring and reviewing of procedures relating to the management of STIHIMA maximizing management efficiency and (c) the approval of the business model for the reorganization of the Greek companies of the Group (OPAP and OPAP SERVICES). The new organizational charts will be announced in a press conference on Wednesday 18th June 2008.