ΔΗΜΟΣΙΟΓΡΑΦΙΚΟΣ ΟΡΓΑΝΙΣΜΟΣ ΛΑΜΠΡΑΚΗ Α.Ε.
Resolutions of Annual Ordinary General Meeting
On Thursday, May 21th, 2009 at 13:00 pm the shareholders of the company LAMBRAKIS PRESS S.A. were summoned in Athens, the domicile of the company, at the hotel Golden Age, at 57, Michalakopoulou street to the Annual Ordinary General Meeting pursuant to the invitation of the Company s Board of Directors dated 22.4.2009 according to the Law and the Company' s Articles of Incorporation.
The 25 shareholders who attended the Meeting represented 77,127% of the fully paid-up share capital, i.e. 64.015.242 shares out of 83.000.000 total outstanding shares and consequently this Meeting had the required quorum and convened lawfully.
The General Meeting deliberated on the agenda having the following items:
1. Submission for approval of the Corporate and Consolidated Annual Financial Statements (Balance Sheet, Income Statement, Cash Flow Statement, Statement of Changes in Equity, Financial Statements Notes) and the Reports on these Statements by the Board of Directors and the Certified Auditor Accountant for the fiscal year 1.1.2008 - 31.12.2008.
2. Discharge of both the Board of Directors members and the Certified Auditor Accountant from any liability for indemnity regarding the Company's administration and the financial statements for the fiscal year 01.01.2008-31.12.2008.
3. Appointment of a regular and a substitute Certified Auditor Accountant to audit the fiscal year 2009 and determination of their remuneration.
4. Election of new Board of Directors.
5. Approval of service-rendering contracts signed with Members of the Board of Directors, regular fees and other remuneration and benefits payable to Members of the Board of Directors and Managers working with the Company for the fiscal year 2008, determination of their remuneration for the period 2009 - 2010 and granting authorization to the Members of the Board of Directors and the Managers of the Company to render their services to affiliated companies.
6. Election of the Audit Committee according to the provisions of the Article 37 of Law 3693/2008 and the Article 7 of Law 3016/2002.
7. Amendment of the Article 16 of the Corporate Articles of Association (Competence of the Board of Directors).
8. Various announcements
Pursuant to the above, the Meeting resolved on these items as follows:
On the first item:
After reviewing the Annual Financial Statements (of the parent company and the group) and the Management Reports on them by the Board of Directors and the Certified Auditor - Accountant and after a specific voting approved by 63.949.182 votes, i.e. a majority of 99,90% of the votes represented at the Meeting the Annual Financial Statements of 31.12.2008 of the parent Company and the Group
On the second item:
The General Meeting by 64.008.894 votes, i.e. a majority of 99,99% of votes represented at the Meeting acquitted the members of the Board of Directors and the Certified Accountants of the Company from any liability for compensation for the financial year 2008
On the third item:
The General Meeting by 64.008.894 votes, i.e. a majority of 99,99% of votes represented at the Meeting elected the auditing firm SOL S.A. and appointed Mr. Charalambos Petropoulos (Reg. No 12001), as Regular Certified Auditor - Accountant and Mr. Michail Kotzamani (Reg. No 24151), as substitute Certified Auditor - Accountant for the fiscal year 2009. The fees of such audits will be determined following the auditing firm s tender according to art. 18 of Law 2231/94.
On the fourth item:
The General Meeting by 64.008.894 votes, i.e. a majority of 99,99% of votes represented at the Meeting elected a new 14-members Board of Directors with a 5-year term, until the Ordinary General Meeting of 2014. The new Board of Directors will consist of Messrs. Christos Lambrakis, Stavros Psycharis, Anastasios Giannitsis, Pantelis Kapsis, Tryphon Koutalidis, Ioannis Manos, Stergios Nezis, Ioannis Paraschis, Nkolaos Pefanis, Victor Restis, Antonios Trifyllis, Panayiotis Psycharis, Juan Luis Cebrian and Jean-Marie Colombani. Independent, non-executive members appointed by the Meeting were A. Giannitsis, I. Paraschis, A. Trifyllis, J-L Cebrian J-M Colombani.
On the fifth item:
Following a specific voting the General Meeting approved by 63.916.801 votes, i.e. a majority of 99,85% of votes represented at the Meeting:
- The contracts and the remuneration paid in the year 2008 for the specific services that are rendered to the company by the members of the Board Messrs. Christos Lambrakis, Stavros Psycharis, Pantelis Kapsis, Ioannis Manos, Stergios Nezis and Nikolaos Pefanis by virtue of special employment contracts, project contracts or mandates amounting to 2.084.591 euros.
- The contracts and the total gross remuneration to be paid in the fiscal year 2009 for the specific services that wil be rendered to the company by the members of the Board Messrs. Christos Lambrakis, Stavros Psycharis, Pantelis Kapsis, Ioannis Manos, Stergios Nezis, Nikolaos Pefanis and Panayiotis Psycharis for an amount not exceeding 2.500.000 euros and for the first half of 2010, i.e. until the summons of the next General Meeting, for an amount not exceeding 1.250.000. euros for the specific services that are rendered to the Company by the members of the Board of Directors Messrs. Christos Lambrakis, Stavros Psycharis, Pantelis Kapsis, Ioannis Manos, Stergios Nezis, Nikolaos Pefanis and Panagiotis Psycharis.
- All expenses (company cars, corporate credit cards etc) that may occur in the course of the duties of the above seven members of the Board of Directors (Ch. Lambrakis, St. Psycharis, P. Kapsis, I. Manos, St. Nezis, N. Pefanis, P. Psycharis)
- A gross monthly amount of 3.000 euros per member of the Board of Directors as expense accounts regardless of the number of monthly sessions of the Board of Directors or of any other corporate body in which the members participate in 2009 (except for Messrs. Christos Lambrakis, Stavros Psycharis, Pantelis Kapsis, Ioannis Manos, Stergios Nezis and Nikolaos Pefanis and Panagiotis Psycharis)
and granted the required authorization to the members of the Board of Directors and the managers of the company to participate in the management of the affiliated companies and to render their services to them.
On the sixth item:
The General Meeting elected by 64.008.894 votes, i.e. a majority of 99,99% of votes represented at the Meeting the new Audit Committee according to the provisions of the Law 3693/2008 and the Law 3016/2002, which will consist of A. Giannitsis, I. Paraschis and A. Trifyllis
On the seventh item:
The General Meeting approved, by 63.850.741 votes, ie. by 99,74% of the voting rights represented in the Meeting, the proposed amendment of point 1, para. b of Art. 16 of the Company's Articles of Association concerning the areas of authority of the Board of Directors. According to this amendment, the Board of Directors is authorized to resolve on the issue of any loan with the exception of convertible bond loans or bond loans with a profit-sharing option.
On the eighth item:
The Vice President of the Board and Managing Director Mr. Stavros Psycharis updated the shareholders on the business developments in the Company and the Group for the period 2008-2009
The General Managers of the Company, Messrs. Stergios Nezis and Nikolas Pefanis answered questions of the shareholders on the commercial and financial results of the Company and the Group.
The 25 shareholders who attended the Meeting represented 77,127% of the fully paid-up share capital, i.e. 64.015.242 shares out of 83.000.000 total outstanding shares and consequently this Meeting had the required quorum and convened lawfully.
The General Meeting deliberated on the agenda having the following items:
1. Submission for approval of the Corporate and Consolidated Annual Financial Statements (Balance Sheet, Income Statement, Cash Flow Statement, Statement of Changes in Equity, Financial Statements Notes) and the Reports on these Statements by the Board of Directors and the Certified Auditor Accountant for the fiscal year 1.1.2008 - 31.12.2008.
2. Discharge of both the Board of Directors members and the Certified Auditor Accountant from any liability for indemnity regarding the Company's administration and the financial statements for the fiscal year 01.01.2008-31.12.2008.
3. Appointment of a regular and a substitute Certified Auditor Accountant to audit the fiscal year 2009 and determination of their remuneration.
4. Election of new Board of Directors.
5. Approval of service-rendering contracts signed with Members of the Board of Directors, regular fees and other remuneration and benefits payable to Members of the Board of Directors and Managers working with the Company for the fiscal year 2008, determination of their remuneration for the period 2009 - 2010 and granting authorization to the Members of the Board of Directors and the Managers of the Company to render their services to affiliated companies.
6. Election of the Audit Committee according to the provisions of the Article 37 of Law 3693/2008 and the Article 7 of Law 3016/2002.
7. Amendment of the Article 16 of the Corporate Articles of Association (Competence of the Board of Directors).
8. Various announcements
Pursuant to the above, the Meeting resolved on these items as follows:
On the first item:
After reviewing the Annual Financial Statements (of the parent company and the group) and the Management Reports on them by the Board of Directors and the Certified Auditor - Accountant and after a specific voting approved by 63.949.182 votes, i.e. a majority of 99,90% of the votes represented at the Meeting the Annual Financial Statements of 31.12.2008 of the parent Company and the Group
On the second item:
The General Meeting by 64.008.894 votes, i.e. a majority of 99,99% of votes represented at the Meeting acquitted the members of the Board of Directors and the Certified Accountants of the Company from any liability for compensation for the financial year 2008
On the third item:
The General Meeting by 64.008.894 votes, i.e. a majority of 99,99% of votes represented at the Meeting elected the auditing firm SOL S.A. and appointed Mr. Charalambos Petropoulos (Reg. No 12001), as Regular Certified Auditor - Accountant and Mr. Michail Kotzamani (Reg. No 24151), as substitute Certified Auditor - Accountant for the fiscal year 2009. The fees of such audits will be determined following the auditing firm s tender according to art. 18 of Law 2231/94.
On the fourth item:
The General Meeting by 64.008.894 votes, i.e. a majority of 99,99% of votes represented at the Meeting elected a new 14-members Board of Directors with a 5-year term, until the Ordinary General Meeting of 2014. The new Board of Directors will consist of Messrs. Christos Lambrakis, Stavros Psycharis, Anastasios Giannitsis, Pantelis Kapsis, Tryphon Koutalidis, Ioannis Manos, Stergios Nezis, Ioannis Paraschis, Nkolaos Pefanis, Victor Restis, Antonios Trifyllis, Panayiotis Psycharis, Juan Luis Cebrian and Jean-Marie Colombani. Independent, non-executive members appointed by the Meeting were A. Giannitsis, I. Paraschis, A. Trifyllis, J-L Cebrian J-M Colombani.
On the fifth item:
Following a specific voting the General Meeting approved by 63.916.801 votes, i.e. a majority of 99,85% of votes represented at the Meeting:
- The contracts and the remuneration paid in the year 2008 for the specific services that are rendered to the company by the members of the Board Messrs. Christos Lambrakis, Stavros Psycharis, Pantelis Kapsis, Ioannis Manos, Stergios Nezis and Nikolaos Pefanis by virtue of special employment contracts, project contracts or mandates amounting to 2.084.591 euros.
- The contracts and the total gross remuneration to be paid in the fiscal year 2009 for the specific services that wil be rendered to the company by the members of the Board Messrs. Christos Lambrakis, Stavros Psycharis, Pantelis Kapsis, Ioannis Manos, Stergios Nezis, Nikolaos Pefanis and Panayiotis Psycharis for an amount not exceeding 2.500.000 euros and for the first half of 2010, i.e. until the summons of the next General Meeting, for an amount not exceeding 1.250.000. euros for the specific services that are rendered to the Company by the members of the Board of Directors Messrs. Christos Lambrakis, Stavros Psycharis, Pantelis Kapsis, Ioannis Manos, Stergios Nezis, Nikolaos Pefanis and Panagiotis Psycharis.
- All expenses (company cars, corporate credit cards etc) that may occur in the course of the duties of the above seven members of the Board of Directors (Ch. Lambrakis, St. Psycharis, P. Kapsis, I. Manos, St. Nezis, N. Pefanis, P. Psycharis)
- A gross monthly amount of 3.000 euros per member of the Board of Directors as expense accounts regardless of the number of monthly sessions of the Board of Directors or of any other corporate body in which the members participate in 2009 (except for Messrs. Christos Lambrakis, Stavros Psycharis, Pantelis Kapsis, Ioannis Manos, Stergios Nezis and Nikolaos Pefanis and Panagiotis Psycharis)
and granted the required authorization to the members of the Board of Directors and the managers of the company to participate in the management of the affiliated companies and to render their services to them.
On the sixth item:
The General Meeting elected by 64.008.894 votes, i.e. a majority of 99,99% of votes represented at the Meeting the new Audit Committee according to the provisions of the Law 3693/2008 and the Law 3016/2002, which will consist of A. Giannitsis, I. Paraschis and A. Trifyllis
On the seventh item:
The General Meeting approved, by 63.850.741 votes, ie. by 99,74% of the voting rights represented in the Meeting, the proposed amendment of point 1, para. b of Art. 16 of the Company's Articles of Association concerning the areas of authority of the Board of Directors. According to this amendment, the Board of Directors is authorized to resolve on the issue of any loan with the exception of convertible bond loans or bond loans with a profit-sharing option.
On the eighth item:
The Vice President of the Board and Managing Director Mr. Stavros Psycharis updated the shareholders on the business developments in the Company and the Group for the period 2008-2009
The General Managers of the Company, Messrs. Stergios Nezis and Nikolas Pefanis answered questions of the shareholders on the commercial and financial results of the Company and the Group.