EUROMEDICA Α.Ε.
DECISIONS OF ORDINARY GENERAL MEETING HELD ON 08.05.2009
Shareholders holding 34,365,961 voting shares, corresponding to 78.75% of total shares, participated and were represented in the Ordinary General Meeting of Shareholders held on May 8, 2009.
At the said meeting deliberations took place and decisions were made on the following agenda items:
Item 1: Submittal and approval of Annual Financial Statements, Profit and Loss Account, Cash Flow Statement and the notes on the annual corporate and consolidated financial statements, according to the International Financial Reporting Standards for the fiscal year from 1.1.2008 to 31.12.2008, after the reports of the Board of Directors and the Auditors were read to those present.
The General Meeting approved with 34,365,562 votes in favour, while 399 declared present, the Annual Financial Statements (consolidated and corporate), the Profit and Loss Account, the Cash Flow Statement and the notes on the annual financial statements according to the International Financial Reporting Standards for the fiscal year from 01.01.2008 to 31.12.2008, as prepared and approved in the BoD minutes of 20.03.2009, and submitted to this General Meeting, which did not make any amendments to the said documents. At this point the reports of the Board of Directors dated 20.03.2009 were submitted to the General Meeting:
a) Annual Report to the Ordinary General Meeting of Shareholders, pursuant to the provisions of L. 3556/2007 and the relevant decisions of the Capital Market Commission.
b) Explanatory Report of the Board of Directors to the Ordinary General Meeting of Shareholders, pursuant to the provisions of L. 3556/2007.
Item 2: Relieving the Board of Directors and the Auditors of the Company from any indemnification liability for the fiscal year in question, 2008.
The General Meeting with 34.363.396 votes in favour, while 2,565 declared present, relieved the Directors and the Chartered Auditor - Accountant of the company from any indemnification liability as regards the Balance sheet and the overall management of the fiscal year under review, from 1.1.2008 to 31.12.2008.
Item 3: Election of one ordinary and one deputy Chartered Auditor Accountant for fiscal year 2009.
The General Meeting with 34.363.396 votes in favour, while 2,565 declared present, elected "BDO PROTYPOS HELLENIC AUDITING COMPANY S.A." to audit fiscal year 2009 (from 1.1.2009 to 31.12.2009) and its fee will be determined based on decisions of the Supervisory Board of the Body of Chartered Auditors Accountants.
Item 4: Approval of fees paid to persons of article 23a, L.2190/1920 for fiscal year 2008.
The General Meeting with 34,363,396 votes in favour, while 2,565 declared present, approved the amounts paid to persons of article 23a, L.2190/1920 for fiscal year 2008.
Item 5: Preliminary approval of the fees paid to members of the BoD from the taxed profits of fiscal year 2009.
The General Meeting with 34,363,396 votes in favour, while 2,565 declared present, approved the proposed fees for members of the BoD for fiscal year 2009.
Item 6: Decision on the purchase of treasury stock by the company through the Athens Exchange as provided for in articles 16 and 17 of L.2190/1920. Distribution of company shares to employees.
The General Meeting decided with 34,363,396 votes in favour, while 2,565 declared present, to purchase treasury stock up to 10% of all Company shares, namely up to 4,364,082 shares (also including shares acquired based on previous such decisions of the Company's General Meetings), with the purchase prices ranging between euro 2 for the lowest and euro 15.00 for the highest; the General Meeting also determined that the time allowed for purchasing these shares cannot exceed 12 months from the date this General Meeting makes the relevant decision as stipulated in L.2190/20. Thereafter, the General Meeting authorized the Company's BoD to purchase treasury stock, by specifying the periods and the quantities of the purchased shares, always within the limits decided by this General Meeting, in compliance with all the terms of relevant legal provisions.
As regards the issue of distributing shares to employees, after a proposal by the Chairman and deliberations, the General Meeting with 34,363,396 votes in favour, while 2,565 declared present, decided that the subject is not yet mature and that no relevant decision will be made.
Item 7: Other items and announcements. There were no other items and announcements.
At the said meeting deliberations took place and decisions were made on the following agenda items:
Item 1: Submittal and approval of Annual Financial Statements, Profit and Loss Account, Cash Flow Statement and the notes on the annual corporate and consolidated financial statements, according to the International Financial Reporting Standards for the fiscal year from 1.1.2008 to 31.12.2008, after the reports of the Board of Directors and the Auditors were read to those present.
The General Meeting approved with 34,365,562 votes in favour, while 399 declared present, the Annual Financial Statements (consolidated and corporate), the Profit and Loss Account, the Cash Flow Statement and the notes on the annual financial statements according to the International Financial Reporting Standards for the fiscal year from 01.01.2008 to 31.12.2008, as prepared and approved in the BoD minutes of 20.03.2009, and submitted to this General Meeting, which did not make any amendments to the said documents. At this point the reports of the Board of Directors dated 20.03.2009 were submitted to the General Meeting:
a) Annual Report to the Ordinary General Meeting of Shareholders, pursuant to the provisions of L. 3556/2007 and the relevant decisions of the Capital Market Commission.
b) Explanatory Report of the Board of Directors to the Ordinary General Meeting of Shareholders, pursuant to the provisions of L. 3556/2007.
Item 2: Relieving the Board of Directors and the Auditors of the Company from any indemnification liability for the fiscal year in question, 2008.
The General Meeting with 34.363.396 votes in favour, while 2,565 declared present, relieved the Directors and the Chartered Auditor - Accountant of the company from any indemnification liability as regards the Balance sheet and the overall management of the fiscal year under review, from 1.1.2008 to 31.12.2008.
Item 3: Election of one ordinary and one deputy Chartered Auditor Accountant for fiscal year 2009.
The General Meeting with 34.363.396 votes in favour, while 2,565 declared present, elected "BDO PROTYPOS HELLENIC AUDITING COMPANY S.A." to audit fiscal year 2009 (from 1.1.2009 to 31.12.2009) and its fee will be determined based on decisions of the Supervisory Board of the Body of Chartered Auditors Accountants.
Item 4: Approval of fees paid to persons of article 23a, L.2190/1920 for fiscal year 2008.
The General Meeting with 34,363,396 votes in favour, while 2,565 declared present, approved the amounts paid to persons of article 23a, L.2190/1920 for fiscal year 2008.
Item 5: Preliminary approval of the fees paid to members of the BoD from the taxed profits of fiscal year 2009.
The General Meeting with 34,363,396 votes in favour, while 2,565 declared present, approved the proposed fees for members of the BoD for fiscal year 2009.
Item 6: Decision on the purchase of treasury stock by the company through the Athens Exchange as provided for in articles 16 and 17 of L.2190/1920. Distribution of company shares to employees.
The General Meeting decided with 34,363,396 votes in favour, while 2,565 declared present, to purchase treasury stock up to 10% of all Company shares, namely up to 4,364,082 shares (also including shares acquired based on previous such decisions of the Company's General Meetings), with the purchase prices ranging between euro 2 for the lowest and euro 15.00 for the highest; the General Meeting also determined that the time allowed for purchasing these shares cannot exceed 12 months from the date this General Meeting makes the relevant decision as stipulated in L.2190/20. Thereafter, the General Meeting authorized the Company's BoD to purchase treasury stock, by specifying the periods and the quantities of the purchased shares, always within the limits decided by this General Meeting, in compliance with all the terms of relevant legal provisions.
As regards the issue of distributing shares to employees, after a proposal by the Chairman and deliberations, the General Meeting with 34,363,396 votes in favour, while 2,565 declared present, decided that the subject is not yet mature and that no relevant decision will be made.
Item 7: Other items and announcements. There were no other items and announcements.