TECHNICAL OLYMPIC S.A.
Notification of the Decisions of the 2nd Repeat Ordinary General Shareholders? Meeting of TECHNICAL OLYMPIC S.A.
Technical Olympic S.A. would like to inform its investors that the 2nd Repeat Ordinary General Shareholders Meeting was held on Monday, 8 September 2008 at 12:00 pm.
During this meeting, in which there was a quorum of 51.89% of the Company?s share capital with voting rights:
1. The following were approved by majority:
1.1. the annual financial statements at the company level for financial year 2007 and specifically by 99.82% of the Meeting's votes (versus 0.14% of votes which abstained and 0.04% that voted against).
1.2. the release of the Board of Directors and the auditor from all liability, by 90.41% of the General Shareholders Meeting?s votes (versus 9.58% of votes that abstained and 0.01% that voted against).
1.3. the restructuring of the Company?s and the Group?s structure, by 91.10% of the Meeting's votes (versus 7.54% of votes that abstained and 1.36% that voted against).
1.4. the opening of offices in Russia, by 92.46% of the Meeting?s votes (versus 7.54% of votes that abstained).
1.5. the remuneration paid to BoD members for financial year 2007 based on the provision of Codified Law 2190/1920, Article 24, par. 2, by 92.45% of the Meeting?s votes (versus 7.54% of the votes that abstained and 0.01% that voted against).
1.6. the remuneration paid to BoD members for financial year 2008 based on the provision of Codified Law 2190/1920, Article 24, par. 2, by 92.45% of the Meeting?s votes (versus 7.54% of the votes that abstained and 0.01% that voted against).
1.7. special approval, pursuant to Codified Law 2190/1920, Article 23A, par. 2, regarding the signature of agreements between the Company and its subsidiaries on the one hand, and with BoD members, individuals controlling the Company, the spouses and relatives to the third degree through blood or marriage of said individuals, as well as legal entities that are controlled by the above, on the other, by 98.62% of the Meeting?s votes (versus 0.03% of votes that abstained and 1.35 that voted against).
1.8. the establishment of a stock option plan for members of the BoD and for the personnel of the Company, as well as of the companies affiliated with it, either in the form of acquiring stock options or through increasing the share capital and/or through selling own shares, by 91.09% of the Meeting's votes (versus 7.54% of votes that abstained and 1.37% that voted against).
1.9. the acquisition of up to 16,500,000 own shares (9.96%) at the maximum price of EUR 1.20 and minimum price of EUR 0.10 until 31 December 2009, in accordance with the provisions of Codified Law 2190/20, Article 16, as it was superseded by Law 3604/07, by 99.99% of the Meeting's votes (versus 0.01% that voted against).
1.10. the amendment of Articles 11, 13, 14, 18 and 22 of the Articles of Association, in accordance with the provisions of Codified Law 2190/1920, as those were amended by Law 3604/07, by 92.46% of the Meeting's votes (versus 7.54% of votes that abstained).
2. The following were unanimously approved:
2.1. To grant permission, in accordance with Codified Law 2190/1920, Article 23, par. 1, as superseded by Law 3604/2007, Article 32, par. 2, to BoD members participating in any way in the Company's governance and to Directors of same to take actions on their own behalf or on behalf of others that are in line with any of the objectives sought by the Company, as well as to participate as equal partners in companies having similar objectives.
2.2. The election of Mr. Georgios Deligiannis, Body of Chartered Accountants & Auditors Registration No. 15791, of GRANT THORNTON S.A., as Regular Chartered Auditor, and Mr. Vassilios Kazas, Body of Chartered Accountants & Auditors Registration No. 13281, of the aforementioned company, as deputy auditor, as well as the approval of their remuneration.
3. Furthermore:
3.1. There was no decision regarding the election of a new Board of Directors, as the term of the current Board of Directors expires on 30 June 2009.
3.2. Upon recommendation by the BoD, the issue regarding the capitalisation of taxed reserves for distribution of free shares to the BoD and to Company executives, as well as to members of the BoD and executives of companies affiliated with it, was not discussed.
3.3. Finally, the discussion and decision on the 2nd item regarding submission and approval of the annual consolidated financial statements for the period 1 JAN ? 31 DEC 2007, and the 4th item regarding releasing the members of the BoD and the chartered accountant-auditor from all liability of compensation for all the proceedings during financial year 2007 on a consolidated basis, were deferred to the next General Meeting, which will be lawfully convened by the BoD and will be publicised through a later announcement.
During this meeting, in which there was a quorum of 51.89% of the Company?s share capital with voting rights:
1. The following were approved by majority:
1.1. the annual financial statements at the company level for financial year 2007 and specifically by 99.82% of the Meeting's votes (versus 0.14% of votes which abstained and 0.04% that voted against).
1.2. the release of the Board of Directors and the auditor from all liability, by 90.41% of the General Shareholders Meeting?s votes (versus 9.58% of votes that abstained and 0.01% that voted against).
1.3. the restructuring of the Company?s and the Group?s structure, by 91.10% of the Meeting's votes (versus 7.54% of votes that abstained and 1.36% that voted against).
1.4. the opening of offices in Russia, by 92.46% of the Meeting?s votes (versus 7.54% of votes that abstained).
1.5. the remuneration paid to BoD members for financial year 2007 based on the provision of Codified Law 2190/1920, Article 24, par. 2, by 92.45% of the Meeting?s votes (versus 7.54% of the votes that abstained and 0.01% that voted against).
1.6. the remuneration paid to BoD members for financial year 2008 based on the provision of Codified Law 2190/1920, Article 24, par. 2, by 92.45% of the Meeting?s votes (versus 7.54% of the votes that abstained and 0.01% that voted against).
1.7. special approval, pursuant to Codified Law 2190/1920, Article 23A, par. 2, regarding the signature of agreements between the Company and its subsidiaries on the one hand, and with BoD members, individuals controlling the Company, the spouses and relatives to the third degree through blood or marriage of said individuals, as well as legal entities that are controlled by the above, on the other, by 98.62% of the Meeting?s votes (versus 0.03% of votes that abstained and 1.35 that voted against).
1.8. the establishment of a stock option plan for members of the BoD and for the personnel of the Company, as well as of the companies affiliated with it, either in the form of acquiring stock options or through increasing the share capital and/or through selling own shares, by 91.09% of the Meeting's votes (versus 7.54% of votes that abstained and 1.37% that voted against).
1.9. the acquisition of up to 16,500,000 own shares (9.96%) at the maximum price of EUR 1.20 and minimum price of EUR 0.10 until 31 December 2009, in accordance with the provisions of Codified Law 2190/20, Article 16, as it was superseded by Law 3604/07, by 99.99% of the Meeting's votes (versus 0.01% that voted against).
1.10. the amendment of Articles 11, 13, 14, 18 and 22 of the Articles of Association, in accordance with the provisions of Codified Law 2190/1920, as those were amended by Law 3604/07, by 92.46% of the Meeting's votes (versus 7.54% of votes that abstained).
2. The following were unanimously approved:
2.1. To grant permission, in accordance with Codified Law 2190/1920, Article 23, par. 1, as superseded by Law 3604/2007, Article 32, par. 2, to BoD members participating in any way in the Company's governance and to Directors of same to take actions on their own behalf or on behalf of others that are in line with any of the objectives sought by the Company, as well as to participate as equal partners in companies having similar objectives.
2.2. The election of Mr. Georgios Deligiannis, Body of Chartered Accountants & Auditors Registration No. 15791, of GRANT THORNTON S.A., as Regular Chartered Auditor, and Mr. Vassilios Kazas, Body of Chartered Accountants & Auditors Registration No. 13281, of the aforementioned company, as deputy auditor, as well as the approval of their remuneration.
3. Furthermore:
3.1. There was no decision regarding the election of a new Board of Directors, as the term of the current Board of Directors expires on 30 June 2009.
3.2. Upon recommendation by the BoD, the issue regarding the capitalisation of taxed reserves for distribution of free shares to the BoD and to Company executives, as well as to members of the BoD and executives of companies affiliated with it, was not discussed.
3.3. Finally, the discussion and decision on the 2nd item regarding submission and approval of the annual consolidated financial statements for the period 1 JAN ? 31 DEC 2007, and the 4th item regarding releasing the members of the BoD and the chartered accountant-auditor from all liability of compensation for all the proceedings during financial year 2007 on a consolidated basis, were deferred to the next General Meeting, which will be lawfully convened by the BoD and will be publicised through a later announcement.