ΑΛΦΑ-ΒΗΤΑ ΒΑΣΙΛΟΠΟΥΛΟΣ A.E.
Resolutions of General Assembly
ANNOUNCEMENT ON THE RESOLUTIONS AND RESULTS OF THE ORDINARY GENERAL MEETING OF SHAREHOLDERS ACCORDING TO ARTICLE 278 OF ATHEX REGULATION.
According to article 278 of Athens Exchange and for the reliable and prompt communication with the investors, "ALFA-BETA" VASSILOPOULOS S.A. announces that on June 3, 2008 at 14:30 the Annual Ordinary General Meeting of Shareholders was held. On the total 12.732.720 shares and votes, 10.267.471 shares and votes i.e. 80,64% of total shares were either present or represented, out of which 10.191.784 (80,04%) shares were timely deposited and 75.687 (0,594%) shares were untimely deposited, that is a percentage permitting the General Meeting to resolve on all the items of the agenda. It is noted that 26 shareholders were present, while 13 shareholders were represented either by participants in person or by third parties.
During the General Shareholders meeting the following items of the agenda were discussed and the corresponding decisions were taken:
1. Approval of the Annual Financial Statements in accordance with the International Financial Reporting Standards that have been adopted by the European Union for the period 1 January - 31 December 2007 after hearing the Report of the Board of Directors and the Report of the Chartered Accountant.
The Annual Financial Statements as at 31.12.2007, together with the corresponding reports of the Board of Directors and of the Auditors as well as the appropriation of net profit were submitted and approved. Moreover, the distribution of a dividend of 89 cents per share payable on June 18, 2008 through EFG EUROBANK ERGASIAS S.A. bank was approved. Those who are shareholders of the company after the end of the A.S.E. trading session on 09.06.2008 are entitled to receive dividends. Consequently, starting on June 10th 2008, which is the ex-dividend date, the shares will trade in the Athens Exchange without the right to 2007 dividend. Regarding dividend distribution, please refer to our specific anouncement on this subject, which is released today.
Voted for: 10.267.471 (80,64%) Voted against: 0 Abstained from voting:0
2. Release of the members of the Board of Directors and the Chartered Accountants from any liability for the fiscal year from 01.01.2007 until 31.12.2007.
The members of the Board of Directors and the Auditors were released from any liability for the fiscal year from 01.01.2007 until 31.12.2007.
Voted for: 10.267.471 (80,64%) Voted against: 0 Abstained from voting:0 considering the fact that all the members of the board of directors and the employees of the company voted only by representing their own shares.
3. Election of Chartered Accountants for the audit of the fiscal year 2008 and arrangement of their remuneration.
The auditing company "DELOITTE Hatzipavlou, Sofianos & Cambanis S.A." and specifically Mr Nicolaos Sofianow as regular Chartered Accountant and Mr Telemahos Georogopoulos as substitute Chartered Accountant were elected for the audit of the fiscal year 2008. Their remuneration for the fiscal year 2008 will be defined according to the procedure provided by the regulations of, par.5 and 6 of the article of L.2231/1994
Voted for: 10.267.471 (80,64%) Voted against: 0 Abstained from voting:0
4. Approval of the remuneration of the members of the Board of Directors pursuant to article 24 of Codified Law 2190/20 for the fiscal year 01.01.2008? 31.12.2008.
For fiscal year 2007, the total remuneration of 140.000 euro was approved for non-executive members of the Board of Directors and the total remuneration of 36.000 euro was approved for the independent non-executive members of the Board of Directors.
For fiscal year 2008, the remuneration approved for the members of the Board of Directors cumulatively amounts to 86.000 euro maximum.
Voted for: 10.267.471 (80,64%) Voted against: 0 Abstained from voting:0
5. Approval of the remuneration of "Kyriakides, Georgopoulos and Daniolos Isaias" Law office pursuant to article 23a of Codified Law 2190/1920
Pursuant to article 23a of C.L. 2190/1920 the General Assembly approved the payment of 250.000 euros for the provision of legal services from Kyriakides, Georgopoulos and Daniolos Isaias Law office to the Company during the fiscal year 2008.
Voted for: 9.964.402 (78,26%) Voted against: 303.069 (2,38%) Abstained from voting:0
6. Approval of the remuneration for the granting of services by Delhaize Group S.A. pursuant to article 23a of Codified Law 2190/1920.
Pursuant to article 23a of C.L. 2190/1920 the General Assembly approved the payment of 4.490.399 euros for the provision of supporting services and technical assistance from Delhaize Group S.A. the Company during the fiscal year 2008.
Voted for: 9.964.402 (78,26%) Voted against: 303.069 (2,38%) Abstained from voting:0
7. Election of new members of the Board of Directors and designation of the members of the Board of Directors as executive, non-executive and independent non-executive according to articles 3 and 4 of law 3016/2002.
The new Board of Directors consisting of 8 members of which 2 members are independent non-executive was elected. Specifically, the following members were elected:
1. Konstantinos Kyriakides
2. Pierre-Olivier Beckers
3. Renaud Cogels
4. Craig Owens
5. Michael Waller
6. Konstantinos Macheras
Independent non - executive
7. Tryfon Kollintzas
8. Alexandros Fylaktopoulos
The term of the members of the BoD is tree years and ends by the election of the new BoD by the General Assembly that will convene within the first semester of 2011.
Voted for: 10.267.471 (80,64%) Voted against: 0 Abstained from voting:0
8. Approval for commitment of extraordinary taxed reserves in the frame of applying for the subsidy of investment for the construction of a new supply chain unit at Inofyta, Boetia, according to L. 3299/2004.
The General Meeting approved the commitment of capital from extraordinary (taxed) reserves of the company, as they accrue in the financial statements of year 2007, for the coverage of the necessary by the Investment Law 3299/2004 percentage of the required own participation, as this percentage will arise upon the final submission to the competent services of the Ministry of Finance of the file regarding the investment plan "construction of a new supply chain unit at Inofyta, Boetia" of total budget of 35.000.000 euro approximately, as well as for the working capital for the investment.
Voted for: 10.267.471 (80,64%) Voted against: 0 Abstained from voting:0
9. Amendment of Company's Articles of Association for its harmonization with C.L. 2190/1920 as applies and its codification.
The amendment of articles 6, 7, 8, 9, 11, 12, 14, 22, 23, 24, 26, 27, 28, 31, 32, 39, 42, 44, 47, 49 and 51 as well as the elimination of articles 33, 34, 35, 36, 37 according to article 2, par. 1a, C.N. 2190/1920 were approved for the harmonization with C.L. 2190/1920 as applies and the codification of the Company's Articles of Association.
Voted for: 10.267.471 (80,64%) Voted against: 0 Abstained from voting:0
Finally, the General Assembly expressed its warm gratitude to Mr Raphael Moissis who resigned from the Company's Board of Directors, for his lasting cooperation, support and contribution to the company?s evolution. Mr Moissis undertook the management when the company operated 31 stores and now that he resigns AB operates 159 stores. At the same time, the General Assembly unanimously accepted and congratulated Mr Moissis for his appointment as Honorary Chairman of the company, a decision also taken by the Board of Directors before the General Assembly.
According to article 278 of Athens Exchange and for the reliable and prompt communication with the investors, "ALFA-BETA" VASSILOPOULOS S.A. announces that on June 3, 2008 at 14:30 the Annual Ordinary General Meeting of Shareholders was held. On the total 12.732.720 shares and votes, 10.267.471 shares and votes i.e. 80,64% of total shares were either present or represented, out of which 10.191.784 (80,04%) shares were timely deposited and 75.687 (0,594%) shares were untimely deposited, that is a percentage permitting the General Meeting to resolve on all the items of the agenda. It is noted that 26 shareholders were present, while 13 shareholders were represented either by participants in person or by third parties.
During the General Shareholders meeting the following items of the agenda were discussed and the corresponding decisions were taken:
1. Approval of the Annual Financial Statements in accordance with the International Financial Reporting Standards that have been adopted by the European Union for the period 1 January - 31 December 2007 after hearing the Report of the Board of Directors and the Report of the Chartered Accountant.
The Annual Financial Statements as at 31.12.2007, together with the corresponding reports of the Board of Directors and of the Auditors as well as the appropriation of net profit were submitted and approved. Moreover, the distribution of a dividend of 89 cents per share payable on June 18, 2008 through EFG EUROBANK ERGASIAS S.A. bank was approved. Those who are shareholders of the company after the end of the A.S.E. trading session on 09.06.2008 are entitled to receive dividends. Consequently, starting on June 10th 2008, which is the ex-dividend date, the shares will trade in the Athens Exchange without the right to 2007 dividend. Regarding dividend distribution, please refer to our specific anouncement on this subject, which is released today.
Voted for: 10.267.471 (80,64%) Voted against: 0 Abstained from voting:0
2. Release of the members of the Board of Directors and the Chartered Accountants from any liability for the fiscal year from 01.01.2007 until 31.12.2007.
The members of the Board of Directors and the Auditors were released from any liability for the fiscal year from 01.01.2007 until 31.12.2007.
Voted for: 10.267.471 (80,64%) Voted against: 0 Abstained from voting:0 considering the fact that all the members of the board of directors and the employees of the company voted only by representing their own shares.
3. Election of Chartered Accountants for the audit of the fiscal year 2008 and arrangement of their remuneration.
The auditing company "DELOITTE Hatzipavlou, Sofianos & Cambanis S.A." and specifically Mr Nicolaos Sofianow as regular Chartered Accountant and Mr Telemahos Georogopoulos as substitute Chartered Accountant were elected for the audit of the fiscal year 2008. Their remuneration for the fiscal year 2008 will be defined according to the procedure provided by the regulations of, par.5 and 6 of the article of L.2231/1994
Voted for: 10.267.471 (80,64%) Voted against: 0 Abstained from voting:0
4. Approval of the remuneration of the members of the Board of Directors pursuant to article 24 of Codified Law 2190/20 for the fiscal year 01.01.2008? 31.12.2008.
For fiscal year 2007, the total remuneration of 140.000 euro was approved for non-executive members of the Board of Directors and the total remuneration of 36.000 euro was approved for the independent non-executive members of the Board of Directors.
For fiscal year 2008, the remuneration approved for the members of the Board of Directors cumulatively amounts to 86.000 euro maximum.
Voted for: 10.267.471 (80,64%) Voted against: 0 Abstained from voting:0
5. Approval of the remuneration of "Kyriakides, Georgopoulos and Daniolos Isaias" Law office pursuant to article 23a of Codified Law 2190/1920
Pursuant to article 23a of C.L. 2190/1920 the General Assembly approved the payment of 250.000 euros for the provision of legal services from Kyriakides, Georgopoulos and Daniolos Isaias Law office to the Company during the fiscal year 2008.
Voted for: 9.964.402 (78,26%) Voted against: 303.069 (2,38%) Abstained from voting:0
6. Approval of the remuneration for the granting of services by Delhaize Group S.A. pursuant to article 23a of Codified Law 2190/1920.
Pursuant to article 23a of C.L. 2190/1920 the General Assembly approved the payment of 4.490.399 euros for the provision of supporting services and technical assistance from Delhaize Group S.A. the Company during the fiscal year 2008.
Voted for: 9.964.402 (78,26%) Voted against: 303.069 (2,38%) Abstained from voting:0
7. Election of new members of the Board of Directors and designation of the members of the Board of Directors as executive, non-executive and independent non-executive according to articles 3 and 4 of law 3016/2002.
The new Board of Directors consisting of 8 members of which 2 members are independent non-executive was elected. Specifically, the following members were elected:
1. Konstantinos Kyriakides
2. Pierre-Olivier Beckers
3. Renaud Cogels
4. Craig Owens
5. Michael Waller
6. Konstantinos Macheras
Independent non - executive
7. Tryfon Kollintzas
8. Alexandros Fylaktopoulos
The term of the members of the BoD is tree years and ends by the election of the new BoD by the General Assembly that will convene within the first semester of 2011.
Voted for: 10.267.471 (80,64%) Voted against: 0 Abstained from voting:0
8. Approval for commitment of extraordinary taxed reserves in the frame of applying for the subsidy of investment for the construction of a new supply chain unit at Inofyta, Boetia, according to L. 3299/2004.
The General Meeting approved the commitment of capital from extraordinary (taxed) reserves of the company, as they accrue in the financial statements of year 2007, for the coverage of the necessary by the Investment Law 3299/2004 percentage of the required own participation, as this percentage will arise upon the final submission to the competent services of the Ministry of Finance of the file regarding the investment plan "construction of a new supply chain unit at Inofyta, Boetia" of total budget of 35.000.000 euro approximately, as well as for the working capital for the investment.
Voted for: 10.267.471 (80,64%) Voted against: 0 Abstained from voting:0
9. Amendment of Company's Articles of Association for its harmonization with C.L. 2190/1920 as applies and its codification.
The amendment of articles 6, 7, 8, 9, 11, 12, 14, 22, 23, 24, 26, 27, 28, 31, 32, 39, 42, 44, 47, 49 and 51 as well as the elimination of articles 33, 34, 35, 36, 37 according to article 2, par. 1a, C.N. 2190/1920 were approved for the harmonization with C.L. 2190/1920 as applies and the codification of the Company's Articles of Association.
Voted for: 10.267.471 (80,64%) Voted against: 0 Abstained from voting:0
Finally, the General Assembly expressed its warm gratitude to Mr Raphael Moissis who resigned from the Company's Board of Directors, for his lasting cooperation, support and contribution to the company?s evolution. Mr Moissis undertook the management when the company operated 31 stores and now that he resigns AB operates 159 stores. At the same time, the General Assembly unanimously accepted and congratulated Mr Moissis for his appointment as Honorary Chairman of the company, a decision also taken by the Board of Directors before the General Assembly.