ΕΛΓΕΚΑ Α.Ε.
Resolutions of the ordinary general assembly of shareholders held on the 29th of June 2009.
ELGEKA S.A. would like to notify the investing public that today, on Monday the 29th of June 2009, at the company's head office head office at Industrial area of Sindos, Echedoros Municipality, Thessaloniki, took place the Ordinary General Assembly of Shareholders. At the General Assembly four shareholders participated in person, representing 70,04% of the company' s total shares and votes, i.e. 22.451.100 shares of total 32.054.330 shares, and decided unanimously on the following subjects of the daily agenda:
1st Subject: Approved unanimously, with 22.451.100 votes against 0, the Annual Financial Statements and the Annual Consolidated Statements for the fiscal year 2008 as well as the appropriation of the profits of the period from 01/01/2008 to 31/12/2008 and furthermore the non distribution of dividend.
2nd Subject: Approved unanimously with 22.451.100 votes against 0, the Board of Directors' Report and the Certified Auditor's Report regarding the Annual Financial Statements and the Annual Consolidated Statements for the fiscal year 2008 (01/01/2008 to 31/12/2008) which are included in the financial result report.
3rd Subject: Approved unanimously with 22.451.100 votes against 0, the discharge of both the BoD members and the Certified Auditors from any liability or compensation associated with the Annual Financial Statements and the Annual Consolidated Statements or deriving from the exercise of their duties for the fiscal year 2008 (01/01/2008 - 31/12/2008).
4th Subject: Elected unanimously with 22.451.100 votes against 0, ERNST & YOUNG (HELLAS) CERTIFIED AUDITORS S.A. for the audit of the company and the Consolidated Financial Statements for the fiscal year 2009 (01/01/2009 - 31/12/2009) and appointed Mr. Nikolaos Argyrou (A.M. SOEL 15511) as Regular Certified Auditor - Accountant and Mr. Christodoulos Seferis (A.M. SOEL 23431) as substitute.
5th Subject: Approved unanimously with 22.451.100 votes against 0, the remuneration of the non-executive members of the Board of Directors (article 24 par. 2, C.L. 2190/1920) of the amount of 67.200,00 euros for the fiscal 2008 and authorized the Board of Directors to determine in a special meeting the relevant remuneration for the fiscal year 2009.
6th Subject: Elected unanimously with 22.451.100 votes against 0, the members of the new Audit Committee, in accordance with the Article 37 of L.3693/2008.
The members are as follows:
1.Stylianos Stefanou son of Markos (Non-Executive member - independent)
2.Kyriakos Sachanidis son of Socrates (Non-Executive member - independent)
3.Paraskevas Toktokoglou son of Haralabos (Non-Executive member) Mr. Stylianos Stefanou was elected as the head of the Audit Committee.
7th Subject: Approved unanimously with 22.451.100 votes against 0, for the issuance of one or more common Bond Loans, according to the provisions of L. 3156/2003, up to twenty million (20.000.000,00) euros in order to finance the investment plans of the Company and granting authorization to the Board of Directors to stipulate the specific terms of issuing the bond loans and to take all the necessary actions.
8th Subject: Approved unanimously with 22.451.100 votes against 0, the reduction of share capital by the amount of the 187.680,00 euros through the reduction of total number of shares from 32.054.330 to 31.937.030 shares, due to cancellation of 117.300 own shares that the Company had bought during the period from 02/06/2006 until 20/06/2006, according to the 27th of June 2005 resolution of the General Assembly and according to the 29th of May 2006 resolution of the Company's Board of Directors meeting.
9th Subject : Approved unanimously with 22.451.100 votes against 0,the amendment of the article 5 of the Articles of Association of the Company , regarding the share capital, due to above mentioned decrease.
10th Subject: Approved unanimously with 22.451.100 votes against 0, to grant permission , according to article 23 par. 1 of C.L. 2190/1920, to the members of the Board of Directors and to Managers to participate to the Board of Directors or Management of other Companies of the Group ,with similar goals with that of the Company.
In particular, approved the participation of Alexander G. Katsiotis, President and Managing Director of the Company, to the Board of Directors of other Companies which are not members of the Group and have same or similar goals with that of the Company.
11th Subject : It was announced to the shareholders that participated in the General Assembly that the Company has the intention in the next days to sign two or more contracts with Banks for exchange interest rates, for transactions on financial derivatives (IRS) in order to hedge against interest rate risk of the financial contracts.
1st Subject: Approved unanimously, with 22.451.100 votes against 0, the Annual Financial Statements and the Annual Consolidated Statements for the fiscal year 2008 as well as the appropriation of the profits of the period from 01/01/2008 to 31/12/2008 and furthermore the non distribution of dividend.
2nd Subject: Approved unanimously with 22.451.100 votes against 0, the Board of Directors' Report and the Certified Auditor's Report regarding the Annual Financial Statements and the Annual Consolidated Statements for the fiscal year 2008 (01/01/2008 to 31/12/2008) which are included in the financial result report.
3rd Subject: Approved unanimously with 22.451.100 votes against 0, the discharge of both the BoD members and the Certified Auditors from any liability or compensation associated with the Annual Financial Statements and the Annual Consolidated Statements or deriving from the exercise of their duties for the fiscal year 2008 (01/01/2008 - 31/12/2008).
4th Subject: Elected unanimously with 22.451.100 votes against 0, ERNST & YOUNG (HELLAS) CERTIFIED AUDITORS S.A. for the audit of the company and the Consolidated Financial Statements for the fiscal year 2009 (01/01/2009 - 31/12/2009) and appointed Mr. Nikolaos Argyrou (A.M. SOEL 15511) as Regular Certified Auditor - Accountant and Mr. Christodoulos Seferis (A.M. SOEL 23431) as substitute.
5th Subject: Approved unanimously with 22.451.100 votes against 0, the remuneration of the non-executive members of the Board of Directors (article 24 par. 2, C.L. 2190/1920) of the amount of 67.200,00 euros for the fiscal 2008 and authorized the Board of Directors to determine in a special meeting the relevant remuneration for the fiscal year 2009.
6th Subject: Elected unanimously with 22.451.100 votes against 0, the members of the new Audit Committee, in accordance with the Article 37 of L.3693/2008.
The members are as follows:
1.Stylianos Stefanou son of Markos (Non-Executive member - independent)
2.Kyriakos Sachanidis son of Socrates (Non-Executive member - independent)
3.Paraskevas Toktokoglou son of Haralabos (Non-Executive member) Mr. Stylianos Stefanou was elected as the head of the Audit Committee.
7th Subject: Approved unanimously with 22.451.100 votes against 0, for the issuance of one or more common Bond Loans, according to the provisions of L. 3156/2003, up to twenty million (20.000.000,00) euros in order to finance the investment plans of the Company and granting authorization to the Board of Directors to stipulate the specific terms of issuing the bond loans and to take all the necessary actions.
8th Subject: Approved unanimously with 22.451.100 votes against 0, the reduction of share capital by the amount of the 187.680,00 euros through the reduction of total number of shares from 32.054.330 to 31.937.030 shares, due to cancellation of 117.300 own shares that the Company had bought during the period from 02/06/2006 until 20/06/2006, according to the 27th of June 2005 resolution of the General Assembly and according to the 29th of May 2006 resolution of the Company's Board of Directors meeting.
9th Subject : Approved unanimously with 22.451.100 votes against 0,the amendment of the article 5 of the Articles of Association of the Company , regarding the share capital, due to above mentioned decrease.
10th Subject: Approved unanimously with 22.451.100 votes against 0, to grant permission , according to article 23 par. 1 of C.L. 2190/1920, to the members of the Board of Directors and to Managers to participate to the Board of Directors or Management of other Companies of the Group ,with similar goals with that of the Company.
In particular, approved the participation of Alexander G. Katsiotis, President and Managing Director of the Company, to the Board of Directors of other Companies which are not members of the Group and have same or similar goals with that of the Company.
11th Subject : It was announced to the shareholders that participated in the General Assembly that the Company has the intention in the next days to sign two or more contracts with Banks for exchange interest rates, for transactions on financial derivatives (IRS) in order to hedge against interest rate risk of the financial contracts.