Decisions of the General Meeting of Space Hellas S.A.
Agia Paraskevi,
The Annual (29th) General Meeting of Shareholders of the societe anonyme company “SPACE HELLAS S.A. TELECOMMUNICATIONS, IT, SECURITY SYSTEMS AND SERVICES - PROVISION OF SECURITY SERVICES PRIVATE ENTERPRISE” which was held on 22.06.2015, in the companyΆs registered offices (312 Messogion Ave, Agia Paraskevi) was lawfully attended by shareholders represented the 88,56% of the paid-up companyΆs share capital.
The General Meeting discussed and took decisions on all items of the agenda, as follows:
ITEM 1: Submission for approval of the Annual Financial Statements (companyΆs and consolidated accounts) for the financial year 2014, along with the related reports of the Board of Directors and the Charted Auditors.
The General Meeting approved the Annual Financial Statements for the year 2014 and the related Reports issued by the Board of Directors and the Chartered Auditors for the same above period.
|
Votes in favor |
5.717.974 |
Shares |
(100%) |
|
Votes against |
0 |
Shares |
(0%) |
|
Abstention |
0 |
Shares |
(0%) |
ITEM 2: Approval of distribution of profits.
The General Meeting approved the distribution of profits of the Company of the financial year 2014 which amounted to ¤2.443.968,58, from which the amount of ¤1.500.266,67 is transferred to the Special Reserve for Daughter Company Dividend (POL 1007/2014) and the rest is transferred to the “profits carried forward”.
|
Votes in favor |
5.717.974 |
Shares |
(100%) |
|
Votes against |
0 |
Shares |
(0%) |
|
Abstention |
0 |
Shares |
(0%) |
ITEM 3: Discharge of the members of the Board of Directors and the Auditors from any liability for compensation for the year 2014.
The General Meeting approved the discharge of the members of the Board of Directors, the Chief Executive Officer, the Auditors, the Chief Financial Officer and the Director of Accounting from any liability of compensation for the year 2014.
|
Votes in favor |
5.717.974 |
Shares |
(100%) |
|
Votes against |
0 |
Shares |
(0%) |
|
Abstention |
0 |
Shares |
(0%) |
ITEM 4: Approval of salaries and remuneration of the Members of the Board of Directors for the year 2014 and pre-approval of salaries and remuneration for the year 2015.
The General Assembly approved the salaries of the members of the Board of Directors who were also employees of the company, paid for the year 2014, and decided the amount of salaries for the members of the Board of Directors who are also employees of the company, for the financial year 2015.
The General Meeting also determined the remunerations that will be paid per meeting to the executive and non-executive members of the Board of Directors of the company for their participation to the meetings of the Board of Directors, for the financial year 2015.
|
Votes in favor |
5.717.974 |
Shares |
(100%) |
|
Votes against |
0 |
Shares |
(0%) |
|
Abstention |
0 |
Shares |
(0%) |
ITEM 5: Election of Regular and Substitute Chartered Auditors for the statutory audit of the financial statements (CompanyΆs and Consolidated Accounts) for the financial year 2015.
The General Meeting elected: a) As the Regular Chartered Auditor of the company for the financial year 2015 Mr. Dimos Pitelis, son of Nickolas and Baia, Chartered Auditor, holder of the degree from the University of Piraeus, born in Koumaria Trikalon, the 01/01/1055, resident of Agia Paraskevi, Municipality of Attica, 16 Aitolias Str., holder of the ID no Τ 009745/21-7-1999 of the Police Department of Exarxeia, VAT no 028169699 and Reg. No 14481 and b) As the Substitute Chartered Auditor of the company for the same financial year, Mr. Andreas Pournos son of George and Kaliope, holder of the degree from the University of Messina (Italy), born in Pyrgos, the 17/04/1970, resident of Athens, 35-37 Emm. Roidis Str., holder of the ID No ΑΚ 504867/04-04-2012 of the Police Department of Kypseli, VAT no 056640907 and Reg. No 35081, both working for the Auditing Company “PKF EUROELEGKTIKH S.A.”, and determined that the remuneration that will be paid will be the amount that will be decided by the Supervisory Board of the Body of Statutory Auditors.
The General Meeting also decided to assign to the same above Auditing Company “PKF EUROELEGKTIKH S.A.” to conduct the tax control of the company for the year 2015 and the issuance of the relevant tax certificate.
|
Votes in favor |
5.717.974 |
Shares |
(100%) |
|
Votes against |
0 |
Shares |
(0%) |
|
Abstention |
0 |
Shares |
(0%) |
ITEM 6: Approval of agreements in accordance with article 23A of the Codified Law 2190/1920.
The General Meeting approved the agreement signed with the societe anonyme company “METROLOGY HELLAS COMMERCIAL, INDUSTRIAL AND PROVISION OF SERVICES S.A.” for the provision of specified services in calibration and equipment control in an industrial environment.
|
Votes in favor |
5.717.974 |
Shares |
(100%) |
|
Votes against |
0 |
Shares |
(0%) |
|
Abstention |
0 |
Shares |
(0%) |
ITEM 7: Validation of the decision of the extraordinary general assembly dated 30-12-2014 as regards the share capital increase pursuant to the provisions of article 72 of LAW 4172/2013.
The General Assembly validated the decision of the extraordinary general assembly dated 30-12-2014 related to the increase of the share capital of the company with the capitalization of non-taxable reserves of the amount of ¤ 80.128,39, pursuant to the provisions of article 72 of LAW 4172/2013.
|
Votes in favor |
5.717.974 |
Shares |
(100%) |
|
Votes against |
0 |
Shares |
(0%) |
|
Abstention |
0 |
Shares |
(0%) |
ITEM 8: Election of the new Board of Directors.
The General Assembly elected the members of the new Board of Directors, as the term of the current Board of Directors expires in 30-06-2015.
The following members were elected:
- Spyridon Manolopoulos son of Dimitrios.
- Paraskevas Drossinos son of Dimitrios.
- Ioannis Mertzanis son of Anastasios.
- Christos Bellos son of Panagiotis.
- George Lagogiannis son of Panagiotis.
- Ioannis Doulaveris son of Alexandros.
- Panagiotis Bellos son of Christos.
- Athanasios Patsouras son of Nickolaos.
- Eirini – Anastasia Hatzistamatiou daughter of Theodoros.
The General Assembly also authorized Mr. Spyridon Manolopoulos to convene the new elected Board of Directors to be formed into a body, appoint its representatives and assign its powers.
The term of the members of the Board of Directors will be, pursuant to the companyΆs bylaws, five years, starting from their election from the current General Assembly and ending with the election of the new members of the Board of Directors from the General Assembly of the shareholders that will be convened in between the first semester of the year 2020.
|
Votes in favor |
5.717.974 |
Shares |
(100%) |
|
Votes against |
0 |
Shares |
(0%) |
|
Abstention |
0 |
Shares |
(0%) |
ITEM 9: Appointment of the independent members of the Board of Directors according with the article 3 of the LAW 3016/2012.
The General Assembly appointed as the independent members of the Board of Directors of the company, the following members:
- Athanasios Patsouras son of Nickolaos and
- Eirini – Anastasia Hatzistamatiou daughter of Theodoros.
|
Votes in favor |
5.717.974 |
Shares |
(100%) |
|
Votes against |
0 |
Shares |
(0%) |
|
Abstention |
0 |
Shares |
(0%) |
ITEM 10: Appointment of the new members of the Audit Committee pursuant to the article 37 of the LAW 3693/2008.
As a result of the election of the new members of the Board of Directors and the appointment of its independent members, pursuant to the above mentioned decisions, the General Assembly also appointed the members of the Auditing Committee in accordance with the article 37 para. 1 of the LAW 3693/2008, as following: Christos Bellos son of Panagiotis, George Lagogiannis son of Panagiotis and Eirini – Anastasia Hatzistamatiou daughter of Theodoros.
|
Votes in favor |
5.717.974 |
Shares |
(100%) |
|
Votes against |
0 |
Shares |
(0%) |
|
Abstention |
0 |
Shares |
(0%) |
ITEM 11: Grant of an authorization in accordance with article 23 section 1 of Codified Law 2190/1920 to the members of the Board of Directors and to the CompanyΆs managers to participate to the Board of Directors and to the management of other companies that pursue the same or similar scope.
The General Assembly granted authorization and approved the participation of Mr. Spyridon Manolopoulos and Mr. Ioannis Doulaveris as legal representative and secretary, respectively, to the company «SPACE HELLAS (MALTA) LIMITED» with registered offices in Malta, which is a daughter company of the daughter company of SPACE HELLAS S.A. «SPACE HELLAS (CYPRUS) LIMITED» with registered offices in Cyprus, Mr. Ioannis Mertzanis as a director and legal representative of the company «SPACE HELLAS» d.o.o Beograd with registered offices in Serbia, which is also a daughter company of the daughter company of SPACE HELLAS S.A. «SPACE HELLAS (CYPRUS) LIMITED» and as a member of the Board of Directors of the daughter company “METROLOGY HELLAS COMMERCIAL, INDUSTRIAL AND PROVISION OF SERVICES” and of Mr. Ioannis Doulaveris as a director and legal representative of the daughter company of SPACE HELLAS S.A. «SPACE HELLAS (CYPRUS) LIMITED», Chairman of the Board of the daughter company “METROLOGY HELLAS COMMERCIAL, INDUSTRIAL AND PROVISION OF SERVICES” and administrator and legal representative of the company «S.C. SPACE HELLAS SYSTEMS INTEGRATOR S.R.L.» with registered offices in Romania, which is also a daughter company of the daughter company of SPACE HELLAS S.A. «SPACE HELLAS (CYPRUS) LIMITED».
|
Votes in favor |
5.717.974 |
Shares |
(100%) |
|
Votes against |
0 |
Shares |
(0%) |
|
Abstention |
0 |
Shares |
(0%) |
ITEM 12: Miscellaneous announcements.
As all the above items have been discussed and the relevant decision have been taken there were no other announcements