ΑΛΦΑ-ΒΗΤΑ ΒΑΣΙΛΟΠΟΥΛΟΣ A.E.
Announcement on the resolutions and results of the Ordinary General Meeting
According to article 4.1.3.3 of Athens Exchange and for the reliable and prompt communication with the investors, "ALFA-BETA" VASSILOPOULOS S.A. announces that on June 4, 2009 at 14:00 the Annual Ordinary General Meeting of Shareholders was held. On the total 12.732.720 shares and votes, 10.383.393 shares and votes i.e. 81,55% of total shares were either present or represented, out of which 9.970.066 (78,30%) shares were timely deposited and 413.327 (3,246%) shares were untimely deposited, that is a percentage permitting the General Meeting to resolve on all the items of the agenda. It is noted that 24 shareholders were present, while 10 shareholders were represented either by participants shareholders or by third parties.
During the General Shareholders meeting the following items of the agenda were discussed and the corresponding decisions were taken:
1. Approval of the Annual Financial Report in accordance with L.3556/2007 for the period 1 January - 31 December 2008 for the group and the company "Alfa-Beta" Vassilopoulos S.A. after hearing the Report of the Board of Directors and the Report of the Chartered Accountant.
Annual Financial Report in accordance with L.3556/2007 for the period 1 January - 31 December 2008, together with the corresponding reports of the Board of Directors and of the Auditors as well as the appropriation of net profit were submitted and approved. Moreover, the distribution of a dividend of 1,00 euro per share was approved. According to L.3697/2008 (Government Gazette A 194/2008),a relevant tax of 10% is withheld and consequently the net payable amount of dividend per share is 0,90 euro. The dividend is payable on June 18, 2009 through EFG EUROBANK ERGASIAS S.A. bank. Those who are shareholders of the company after the end of the A.S.E. trading session on 12.06.2009 are entitled to receive dividends. Consequently, starting on June 10th 20098, which is the ex-dividend date, the shares will trade in the Athens Exchange without the right to 2008 dividend. Regarding dividend distribution, please refer to our specific anouncement on this subject, which is released today.
Voted for: 10.381.310 (81,53%) Voted against: 0 Abstained from voting: 2.083(0,02%)
2. Release of the members of the Board of Directors and the Chartered Accountants from any liability for the fiscal year from 01.01.2008 until 31.12.2008.
The members of the Board of Directors and the Auditors were released from any liability for the fiscal year from 01.01.2008 until 31.12.2008.
Voted for: 10.383.393 (81,55%) Voted against: 0 Abstained from voting:0 considering the fact that all the members of the board of directors and the employees of the company voted only by representing their own shares.
3. Election of Chartered Accountants for the audit of the fiscal year 2009 and arrangement of their remuneration.
The auditing company "DELOITTE Hatzipavlou, Sofianos & Cambanis S.A." and specifically Mr Nicolaos Sofianos as regular Chartered Accountant and Mr Dimitris Koutsos-Koutsopoulos as substitute Chartered Accountant were elected for the audit of the fiscal year 2009. Their remuneration for the fiscal year 2009 will be defined according to the procedure provided by the regulations of, par.5 and 6 of the article of L.2231/1994
Voted for: 10.383.393 (81,55%) Voted against: 0 Abstained from voting:0
4. Approval of the remuneration of the members of the Board of Directors pursuant to article 24 of Codified Law 2190/20 for the fiscal year 01.01.2009-31.12.2009.
For fiscal year 2008, the total remuneration of 29.167 euro was approved for non-executive members of the Board of Directors and the total remuneration of 36.000 euro was approved for the independent non-executive members of the Board of Directors.
For fiscal year 2009, the remuneration approved for the members of the Board of Directors cumulatively amounts to 38.000 euro maximum.
Voted for: 10.383.393 (81,55%) Voted against: 0 Abstained from voting:0
5. Approval of the remuneration for the granting of services by Delhaize Group S.A. pursuant to article 23a of Codified Law 2190/1920.
Pursuant to article 23a of C.L. 2190/1920 the General Assembly approved the payment of 7.121.898 euros for the provision of supporting services and technical assistance from Delhaize Group S.A. the Company during the fiscal year 2009.
Voted for: 10.380.389 (81,53%) Voted against: 3.004 (0,02%) Abstained from voting:0
6. Ratification of election of members to the Board of Directors in replacement of members that resigned and deceased.
The election of members to the Board of Directors in replacement of members that resigned and deceased was ratified by the General Meeting as follows:
a) Mr Nicolas Hollanders as non executive member of the BoD in replacement of the resigned non executive member Mr κ. Craig Owens and for the remainder of the term of the latter, as well as any other action that he took during this period.
b)Mr. Pierre - Olivier Beckers as non executive Chairman of the BoD in replacement of the deceased Konstantinos Kyriakides and for the remainder of the term of the latter, as well as any other action that he took during this period.
c) Mr. Stefan Descheemaeker as non executive member of the BoD in replacement of the resigned Mr κ. Renaud Cogels and for the remainder of the term of the latter, as well as any other action that he took during this period.
Voted for: 10.383.393 (81,55%) Voted against: 0 Abstained from voting:0
7. Election of new members of the Board of Directors and designation of the members of the Board of Directors as executive, non-executive and independent non-executive according to articles 3 and 4 of law 3016/2002.
The General Meeting of Shareholders decided not to discuss the item of this agenda.
Voted for: 10.383.393 (81,55%) Voted against: 0 Abstained from voting:0
8. Audit Committee Election according to art. 37 of Law 3693/2008
The Audit Committee that was elected according to art. 37 of Law 3693/2008 is as follows:
1. Tryfon Kollintzas, independent non-executive member of the BoD
2. Stefan Descheemaeker , to be elected as non-executive member of the BoD
3. Nicolas Hollanders, to be elected as non-executive member of the BoD
Indicatively, the Audit Committee has the power to :
a) supervise the procedure of financial information
b) supervise the effective operation of the internal audit system and the risk management system, as well as the proper operation on the internal auditors unit of the audited entity
c) supervise the course of the statutory audit of standalone and consolidated financial statements
d) review and supervise issues relevant to the existence and continuance of the independence of the auditor or the auditing company, especially as regards to the rendering of other services by the auditor or auditing company to the entity.
In addition it is noted that the proposal of the BoD to the General Assembly for the election of the auditors or auditing company is made after the relevant recommendation by the Audit Committee.
Voted for: 10.383.393 (81,55%) Voted against: 0 Abstained from voting:0
During the General Shareholders meeting the following items of the agenda were discussed and the corresponding decisions were taken:
1. Approval of the Annual Financial Report in accordance with L.3556/2007 for the period 1 January - 31 December 2008 for the group and the company "Alfa-Beta" Vassilopoulos S.A. after hearing the Report of the Board of Directors and the Report of the Chartered Accountant.
Annual Financial Report in accordance with L.3556/2007 for the period 1 January - 31 December 2008, together with the corresponding reports of the Board of Directors and of the Auditors as well as the appropriation of net profit were submitted and approved. Moreover, the distribution of a dividend of 1,00 euro per share was approved. According to L.3697/2008 (Government Gazette A 194/2008),a relevant tax of 10% is withheld and consequently the net payable amount of dividend per share is 0,90 euro. The dividend is payable on June 18, 2009 through EFG EUROBANK ERGASIAS S.A. bank. Those who are shareholders of the company after the end of the A.S.E. trading session on 12.06.2009 are entitled to receive dividends. Consequently, starting on June 10th 20098, which is the ex-dividend date, the shares will trade in the Athens Exchange without the right to 2008 dividend. Regarding dividend distribution, please refer to our specific anouncement on this subject, which is released today.
Voted for: 10.381.310 (81,53%) Voted against: 0 Abstained from voting: 2.083(0,02%)
2. Release of the members of the Board of Directors and the Chartered Accountants from any liability for the fiscal year from 01.01.2008 until 31.12.2008.
The members of the Board of Directors and the Auditors were released from any liability for the fiscal year from 01.01.2008 until 31.12.2008.
Voted for: 10.383.393 (81,55%) Voted against: 0 Abstained from voting:0 considering the fact that all the members of the board of directors and the employees of the company voted only by representing their own shares.
3. Election of Chartered Accountants for the audit of the fiscal year 2009 and arrangement of their remuneration.
The auditing company "DELOITTE Hatzipavlou, Sofianos & Cambanis S.A." and specifically Mr Nicolaos Sofianos as regular Chartered Accountant and Mr Dimitris Koutsos-Koutsopoulos as substitute Chartered Accountant were elected for the audit of the fiscal year 2009. Their remuneration for the fiscal year 2009 will be defined according to the procedure provided by the regulations of, par.5 and 6 of the article of L.2231/1994
Voted for: 10.383.393 (81,55%) Voted against: 0 Abstained from voting:0
4. Approval of the remuneration of the members of the Board of Directors pursuant to article 24 of Codified Law 2190/20 for the fiscal year 01.01.2009-31.12.2009.
For fiscal year 2008, the total remuneration of 29.167 euro was approved for non-executive members of the Board of Directors and the total remuneration of 36.000 euro was approved for the independent non-executive members of the Board of Directors.
For fiscal year 2009, the remuneration approved for the members of the Board of Directors cumulatively amounts to 38.000 euro maximum.
Voted for: 10.383.393 (81,55%) Voted against: 0 Abstained from voting:0
5. Approval of the remuneration for the granting of services by Delhaize Group S.A. pursuant to article 23a of Codified Law 2190/1920.
Pursuant to article 23a of C.L. 2190/1920 the General Assembly approved the payment of 7.121.898 euros for the provision of supporting services and technical assistance from Delhaize Group S.A. the Company during the fiscal year 2009.
Voted for: 10.380.389 (81,53%) Voted against: 3.004 (0,02%) Abstained from voting:0
6. Ratification of election of members to the Board of Directors in replacement of members that resigned and deceased.
The election of members to the Board of Directors in replacement of members that resigned and deceased was ratified by the General Meeting as follows:
a) Mr Nicolas Hollanders as non executive member of the BoD in replacement of the resigned non executive member Mr κ. Craig Owens and for the remainder of the term of the latter, as well as any other action that he took during this period.
b)Mr. Pierre - Olivier Beckers as non executive Chairman of the BoD in replacement of the deceased Konstantinos Kyriakides and for the remainder of the term of the latter, as well as any other action that he took during this period.
c) Mr. Stefan Descheemaeker as non executive member of the BoD in replacement of the resigned Mr κ. Renaud Cogels and for the remainder of the term of the latter, as well as any other action that he took during this period.
Voted for: 10.383.393 (81,55%) Voted against: 0 Abstained from voting:0
7. Election of new members of the Board of Directors and designation of the members of the Board of Directors as executive, non-executive and independent non-executive according to articles 3 and 4 of law 3016/2002.
The General Meeting of Shareholders decided not to discuss the item of this agenda.
Voted for: 10.383.393 (81,55%) Voted against: 0 Abstained from voting:0
8. Audit Committee Election according to art. 37 of Law 3693/2008
The Audit Committee that was elected according to art. 37 of Law 3693/2008 is as follows:
1. Tryfon Kollintzas, independent non-executive member of the BoD
2. Stefan Descheemaeker , to be elected as non-executive member of the BoD
3. Nicolas Hollanders, to be elected as non-executive member of the BoD
Indicatively, the Audit Committee has the power to :
a) supervise the procedure of financial information
b) supervise the effective operation of the internal audit system and the risk management system, as well as the proper operation on the internal auditors unit of the audited entity
c) supervise the course of the statutory audit of standalone and consolidated financial statements
d) review and supervise issues relevant to the existence and continuance of the independence of the auditor or the auditing company, especially as regards to the rendering of other services by the auditor or auditing company to the entity.
In addition it is noted that the proposal of the BoD to the General Assembly for the election of the auditors or auditing company is made after the relevant recommendation by the Audit Committee.
Voted for: 10.383.393 (81,55%) Voted against: 0 Abstained from voting:0