ΔΙΑΣ ΙΧΘΥΟΚΑΛΛΙΕΡΓΕΙΕΣ Α.Β.Ε.Ε.
Decisions of the Annual Ordinary Shareholders Meeting
DIAS Aquaculture S.A. announces that the Annual Ordinary Shareholders Meeting held on 30/06/2009, was attended by person or in proxy by 6 shareholders representing 10.532.463 shares out of the total 19.461.000 shares (equal to 54,12%). During the Shareholders Meeting the following matters on the agenda were discussed and decided upon:
1) The Shareholders Meeting unanimously approved the annual financial statements (consolidated and non consolidated), as well as the Auditor's Report and the Management Report of the Board of Directors for the financial year 2008 (01/01/2008 until 31/12/2008).
2) The Shareholders Meeting unanimously approved the profit appropriation for the year 2008 as well as the proposal for no dividend distribution so as to further strengthen the capital base of the company.
3) The Shareholders Meeting unanimously approved Board of Directors activities for the year 2008 and decided the discharge of all members of the Board of Directors of the company for the year 2008. Moreover, it decided unanimously the discharge of the Certified Auditor of the company from any liability for the past year 2008.
4) The Shareholders Meeting with 99.15% votes of the Shareholders voting, elected for FY 2009 as an auditor Mr George Tsiolis of Konstantinos with registration number S.O.E. 17161 and deputy auditor Mr Antonios Papagiannis of Christos with registration number S.O.E. 14521, from S.O.L. SA.
5) The Shareholders Meeting with 99.15% of the representing share capital approved the fees and remunerations of the Board of Directors members and Senior Executives for the past year 2008 and determined the fees and remunerations of the Board of Directors members for the current year.
6) The Shareholders Meeting with 99.15% votes of the Shareholders voting, elected Mr. Evangelos Giotis as non-executive - independent member of the Board of Directors simultaneously with the approval of the new composition of the BoD Board following the resignation of a member Ioannis Liossis.
7) The Shareholders Meeting unanimously appointed the members of the Audit Committee pursuant to Article 37 N. 3693/2008 which comprises of Maragoudakis Nikolaos, (non executive member), Giotis Evangelos, (non executive member - independent), Koutsianas Nikolaos, (non executive member - independent).
8) The Shareholders Meeting unanimously approved the permission to the members of the BoD and to the executive officers of the Company to participate in the management and the Board of Directors of affiliated companies with relative business activity.
9) The Shareholders Meeting unanimously approved the share capital increase so as to cover its own participation to the investment in the provisions of 41485/YPE/4/01030/E/L.3299/04 amount to EUR 1.269.058,70 and for capital to the investment amount EUR 790.906 (22410/YPE/4/00164/E/N.3299/2004) by capitalization: a) untaxed reserves amount of EUR 1.640.539,01 (L.3220), b) untaxed reserves amount of EUR 127.719,44 (L.1828 / 1989), c) untaxed reserves EUR euro 7.121,23 (L.3220), d) untaxed reserves amount of EUR 288.539,18 (L. 2601/98) e) retained earnings, amount EUR 179.107,61 f ) by the difference of share premium account amount of EUR 43.641,03. As a result one new bonus share for every four old will be distributed.
The total number of share capital will be 24.326.250 shares and the Company's share capital EUR 11.433.337,49. The General Assembly authorized the BoD to take all necessary actions for the introduction of new shares under the Rules of the Athens Stock Exchange SA and to amend Article 5 of its Article of Association.
10) Shareholders were informed about all intra-group transactions as presented in the 2008 Annual report covering the company?s obligation to inform the General Meeting on the amount of the transactions between the company and its subsidiaries. Moreover, Mr Stelios Pitakas Managing Director and President of the Board as well as Mr Stephanos Manellis, Vice President, commented on Group's growth results for 2008 despite the adverse international financial conditions and the unprecedented crisis and noticed that the Group managed to strengthen its position to the markets it operates. Finally they commented on the prospects of the Group and the aquaculture sector in Greece and abroad.
1) The Shareholders Meeting unanimously approved the annual financial statements (consolidated and non consolidated), as well as the Auditor's Report and the Management Report of the Board of Directors for the financial year 2008 (01/01/2008 until 31/12/2008).
2) The Shareholders Meeting unanimously approved the profit appropriation for the year 2008 as well as the proposal for no dividend distribution so as to further strengthen the capital base of the company.
3) The Shareholders Meeting unanimously approved Board of Directors activities for the year 2008 and decided the discharge of all members of the Board of Directors of the company for the year 2008. Moreover, it decided unanimously the discharge of the Certified Auditor of the company from any liability for the past year 2008.
4) The Shareholders Meeting with 99.15% votes of the Shareholders voting, elected for FY 2009 as an auditor Mr George Tsiolis of Konstantinos with registration number S.O.E. 17161 and deputy auditor Mr Antonios Papagiannis of Christos with registration number S.O.E. 14521, from S.O.L. SA.
5) The Shareholders Meeting with 99.15% of the representing share capital approved the fees and remunerations of the Board of Directors members and Senior Executives for the past year 2008 and determined the fees and remunerations of the Board of Directors members for the current year.
6) The Shareholders Meeting with 99.15% votes of the Shareholders voting, elected Mr. Evangelos Giotis as non-executive - independent member of the Board of Directors simultaneously with the approval of the new composition of the BoD Board following the resignation of a member Ioannis Liossis.
7) The Shareholders Meeting unanimously appointed the members of the Audit Committee pursuant to Article 37 N. 3693/2008 which comprises of Maragoudakis Nikolaos, (non executive member), Giotis Evangelos, (non executive member - independent), Koutsianas Nikolaos, (non executive member - independent).
8) The Shareholders Meeting unanimously approved the permission to the members of the BoD and to the executive officers of the Company to participate in the management and the Board of Directors of affiliated companies with relative business activity.
9) The Shareholders Meeting unanimously approved the share capital increase so as to cover its own participation to the investment in the provisions of 41485/YPE/4/01030/E/L.3299/04 amount to EUR 1.269.058,70 and for capital to the investment amount EUR 790.906 (22410/YPE/4/00164/E/N.3299/2004) by capitalization: a) untaxed reserves amount of EUR 1.640.539,01 (L.3220), b) untaxed reserves amount of EUR 127.719,44 (L.1828 / 1989), c) untaxed reserves EUR euro 7.121,23 (L.3220), d) untaxed reserves amount of EUR 288.539,18 (L. 2601/98) e) retained earnings, amount EUR 179.107,61 f ) by the difference of share premium account amount of EUR 43.641,03. As a result one new bonus share for every four old will be distributed.
The total number of share capital will be 24.326.250 shares and the Company's share capital EUR 11.433.337,49. The General Assembly authorized the BoD to take all necessary actions for the introduction of new shares under the Rules of the Athens Stock Exchange SA and to amend Article 5 of its Article of Association.
10) Shareholders were informed about all intra-group transactions as presented in the 2008 Annual report covering the company?s obligation to inform the General Meeting on the amount of the transactions between the company and its subsidiaries. Moreover, Mr Stelios Pitakas Managing Director and President of the Board as well as Mr Stephanos Manellis, Vice President, commented on Group's growth results for 2008 despite the adverse international financial conditions and the unprecedented crisis and noticed that the Group managed to strengthen its position to the markets it operates. Finally they commented on the prospects of the Group and the aquaculture sector in Greece and abroad.