Η ΚΑΘΗΜΕΡΙΝΗ Α.Ε.
Resolutions of the Ordinary General Meeting of the Shareholders
The company I KATHIMERINI A.E. EKDOSI ENTYPON - MESA MAZIKHS EPIKOINONIAS (the "Company") announces that on Thuesday June 23rd 2009 its shareholders were summoned in Neo Faliro, the domicile of the Company, to the Annual Ordinary General Meeting pursuant to the invitation of the Company' s Board of Directors dated 26.5.2009 according to the Law and the Company's Articles of Incorporation. The General Meeting was attended in person by 13 shareholders representing in total 78,84% of the fully paid-up share capital, i.e. 13.403.461 shares out of 17.000.000 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 and approval of the annual financial statements, both simple and consolidated, for the financial year 2008, of the Board of Director's Management Report and of the Chartered Auditor's Report.
2. Discharge from any responsibility for indemnification for the members of the Board of Directors and the Chartered Auditors for the financial year that ended on 31.12.2008.
3. Election of Chartered Auditors, both regular and substitute, for the conduction of the company's audit during the current financial year 2009 and determination of their remuneration along with the election of the Audit Committee according to Article 37 of Law 3693/2008
4. Approval of the proposition of the board of directors regarding the non-payment of dividend to the shareholders for the financial year 2008
5.Approval of remunerations and fees of any kind for the members of the Board of Directors pursuant to article 24 c.l. 2190/1920 for their presentation at the Board of Directors Meetings and for the provision of services to the Company for the financial year 2008 and pre-approval thereof for the financial year 2009.
6. Grant of authorization, according to article 23, paragraph 1 of Codified Law 2190/1920, to the members of the Board of Directors, as well as to Company Managers to participate in the Board of Directors or in the management of Group Companies of ?KATHIMERINI? having similar purposes.
7.Various Announcements.
The Annual Ordinary General Meeting adopted the following resolutions:
On the first item:
After reviewing the Annual Financial Statements (of the parent company and consolidated) and the Management Report on them by the Board of Directors and the Certified Auditor -Accountant, the Meeting approved unanimously the Annual Financial Statements of 31.12.2008 of the parent Company, the Board of Director's management report included in the Minutes dated 30th March 2009 along with the Explanatory Report of the Board of Directors relating to issues regulated by Law 3371/2005 par.1 art 11 as well as Mrs Arabatzi's (the chartered auditor) report.
On the second item:
The General Meeting unanimously discharged the members of the Board of Directors (executives and non executives) as well as the Certified Chartered Auditors of the company from any liability for indemnification as regards any acts and the management of the closing financial year ending on 31.12.2008.
On the third item:
The General Meeting unanimously elected the Audit Firm "GRANT THORNTON S.A." as Certified Auditors and in particular appointed Mrs Athanassia Arabatzis (Rec.No 12821) as regular certified auditor and Mr. Sotirios Konstantinou (Rec. No, 13671) as substitute certified auditor, both members of aboe Audit Firm, for the conduction of the company's audit during the current financial year 2009. Their remuneration was determined to the amount of euros 35.772 plus VAT.
Also the General Meeting unanimously elected the Audit Committee?s members according to Article 37 of Law 3693/2008 as follows:
1) Ioannis Alafouzos - non executive member of BoD
2) Georgios Konstantinidis - non executive, independent member of BoD
3) Grigorios Timagenis - non executive member of BoD
On the fourth item:
The General Meeting unanimously approved Board of Directors? proposal not to distribute dividends for the financial year 2008, but only to form the legal reserve fund.
On the fifth item:
The General Meeting unanimously approved the remunerations and fees of any kind for the members of the Board of Directors (executives and non executives) pursuant to article 24 c.l. 2190/1920 for their presentation at the Board of Directors' meetings and for their services rendered to the company for the financial year 2008 amounting in total to euro 210.200,00 and pre-approved the remunerations and fees of any kind for the members of the Board of Directors for the financial year 2009.
On the sixth item:
The General Meeting unanimously Granted its authorization, according to article 23, paragraph 1 of Codified Law 2190/1920, to the members of the Board of Directors, as well as to Company Managers to participate in the Board of Directors or in the management of Group Companies of ?KATHIMERINI? having similar purposes.
On the seventh item:
No other announcements took place.
The General Meeting deliberated on the agenda having the following items:
1. Submission and approval of the annual financial statements, both simple and consolidated, for the financial year 2008, of the Board of Director's Management Report and of the Chartered Auditor's Report.
2. Discharge from any responsibility for indemnification for the members of the Board of Directors and the Chartered Auditors for the financial year that ended on 31.12.2008.
3. Election of Chartered Auditors, both regular and substitute, for the conduction of the company's audit during the current financial year 2009 and determination of their remuneration along with the election of the Audit Committee according to Article 37 of Law 3693/2008
4. Approval of the proposition of the board of directors regarding the non-payment of dividend to the shareholders for the financial year 2008
5.Approval of remunerations and fees of any kind for the members of the Board of Directors pursuant to article 24 c.l. 2190/1920 for their presentation at the Board of Directors Meetings and for the provision of services to the Company for the financial year 2008 and pre-approval thereof for the financial year 2009.
6. Grant of authorization, according to article 23, paragraph 1 of Codified Law 2190/1920, to the members of the Board of Directors, as well as to Company Managers to participate in the Board of Directors or in the management of Group Companies of ?KATHIMERINI? having similar purposes.
7.Various Announcements.
The Annual Ordinary General Meeting adopted the following resolutions:
On the first item:
After reviewing the Annual Financial Statements (of the parent company and consolidated) and the Management Report on them by the Board of Directors and the Certified Auditor -Accountant, the Meeting approved unanimously the Annual Financial Statements of 31.12.2008 of the parent Company, the Board of Director's management report included in the Minutes dated 30th March 2009 along with the Explanatory Report of the Board of Directors relating to issues regulated by Law 3371/2005 par.1 art 11 as well as Mrs Arabatzi's (the chartered auditor) report.
On the second item:
The General Meeting unanimously discharged the members of the Board of Directors (executives and non executives) as well as the Certified Chartered Auditors of the company from any liability for indemnification as regards any acts and the management of the closing financial year ending on 31.12.2008.
On the third item:
The General Meeting unanimously elected the Audit Firm "GRANT THORNTON S.A." as Certified Auditors and in particular appointed Mrs Athanassia Arabatzis (Rec.No 12821) as regular certified auditor and Mr. Sotirios Konstantinou (Rec. No, 13671) as substitute certified auditor, both members of aboe Audit Firm, for the conduction of the company's audit during the current financial year 2009. Their remuneration was determined to the amount of euros 35.772 plus VAT.
Also the General Meeting unanimously elected the Audit Committee?s members according to Article 37 of Law 3693/2008 as follows:
1) Ioannis Alafouzos - non executive member of BoD
2) Georgios Konstantinidis - non executive, independent member of BoD
3) Grigorios Timagenis - non executive member of BoD
On the fourth item:
The General Meeting unanimously approved Board of Directors? proposal not to distribute dividends for the financial year 2008, but only to form the legal reserve fund.
On the fifth item:
The General Meeting unanimously approved the remunerations and fees of any kind for the members of the Board of Directors (executives and non executives) pursuant to article 24 c.l. 2190/1920 for their presentation at the Board of Directors' meetings and for their services rendered to the company for the financial year 2008 amounting in total to euro 210.200,00 and pre-approved the remunerations and fees of any kind for the members of the Board of Directors for the financial year 2009.
On the sixth item:
The General Meeting unanimously Granted its authorization, according to article 23, paragraph 1 of Codified Law 2190/1920, to the members of the Board of Directors, as well as to Company Managers to participate in the Board of Directors or in the management of Group Companies of ?KATHIMERINI? having similar purposes.
On the seventh item:
No other announcements took place.