GREEK ORGANISATION OF FOOTBALL PROGNOSTICS S.A.
Resolutions of the 9th Annual Ordinary General Meeting.
The Greek Organization of Football Prognostics S.A. (OPAP S.A.) announces, according to article 4.1.3.3. of the Athens Exchange Regulation, that the 9th Annual Ordinary General Meeting of the Company's Shareholders was held on Wednesday, May 6th, 2009 at 13:00. The General Meeting was attended in person or proxy by 456 shareholders representing 197,662,147 shares, out of a total of 319,000,000 shares, namely 61.96% of the total share capital of the Company.
The General Meeting, discussed and resolved upon the items of the Daily Agenda and took the following resolutions:
1st Item: Approved the Board of Directors Reports and Auditors Reports for the Annual Financial Statements of the Ninth (9th) fiscal year 2008.
2nd Item: Approved the Company's corporate and consolidated financial statements for the Ninth (9th) fiscal year 2008.
3rd Item: Approved the proposed by the BoD earnings distribution and decided upon the distribution of a total dividend for the fiscal year 2008 of 2.20 Euro per share that following the distribution of the interim dividend of 0.80 Euro per share paid in December 2008 upon decision of the BoD, the remaining dividend amounted to 1.40 Euro per share, before tax deduction. Eligible to receive the remaining dividend of net 1.26 Euro per share are the registered shareholders at the closing of the Athens Exchange session on Thursday, 04.06.2009 (record-date). As of Tuesday, 02.06.2009 the shares will be traded ex-dividend. The payment of the remainder dividend will commence on 11.06.2009 and will be processed through the National Bank of Greece.
4th Item: Discharged the members of the Board of Directors and the Auditors from any liability for indemnity with respect to the Ninth (9th) fiscal year and approved the administrative and representation acts of the Board of Directors.
5th Item: Approved the remuneration and the compensation payments to the members of the Board of Directors for their participation in the BoD and in company's committees for to the Ninth (9th) fiscal year.
6th Item: Decided the preliminary approval of remuneration and the compensation payments to the members of the Board of Directors of the Company for the current Tenth (10th) fiscal year, as well as the annual bonus for the members of BoD.
7th Item: Elected the Audit Firm "Grant Thorton" as Certified Auditors to audit the financial statements of the fiscal year 2009 and in particular Mr. George Deligiannis and Mr. Sotirios Constantinou as Regular Certified Auditors as well as Mr. Vassilios Kazas and Mr. Emmanuel Michalios as Substitute Certified Auditors and also approved their remuneration.
8th Item: Ratified the election of new members of the Board of Directors of OPAP S.A. i.e.: the executive member of the Board Mr. Sophocles M. Alifierakis, the non executive member Mr. George N. Mouroutis, the independent non executive member Mr. Theodoros K. Vardas (05.02.2009 until 06.04.2009) and the independent non executive member Mr. Konstantinos M. Maratos in replacement of and charged with the same duties as the resigned members' current position, for the remaining term of office: Mr. Dimitrios G. Panageas, Mr George N. Tzovlas, Mr Michael G. Galanis and Mr. Theodoros K. Vardas respectively. Additionally, according to article 37 of the Law 3693/2008, an Audit Committee was constituted by the following BoD members: as Chairman Mr. Stavros T. Theodoropoulos, independent non executive member of the Board, and as members Mr. Emilios K. Stasinakis and Mr. George N. Mouroutis non executive BoD members.
9th Item: Decided upon the replacement of the non executive Board member Mr. Sotirios G. Nikolaropoulos with Mr. Konstantinos K. Koutroumbis up until the remaining term of all the BoD duties.
10th Item: Granted permission, pursuant to article 23, paragraph 1 of the C.L. 2190/1920, to members of the Board of Directors and Officers of the Company's Departments and Divisions to participate in the Board of Directors or in the management of Group's companies and their associate companies for the purposes set out in article 42e paragraph 5, of the C.L. 2190/1920.
11th Item: Granted authorization and power of attorney to Mr. Dimitrios Panageas, (Athens Bar Association Reg. No. 21923), Legal Advisor of OPAP, and Mrs. Barbara Panousi (Athens Bar Association Reg. No. 16002), lawyer of OPAP, acting jointly or separately, to submit for approval and publication, to the Ministry of Development, the Minutes of the Ordinary General Assembly as well as the entire new codified document of the Company's articles of association, and in general to carry out any legal action to enforce the resolutions of the Ordinary General Assembly.
12th Item: Other Announcements.
The Chairman and CEO commencing on the recent developments also referred to the following:
1. The business organizational restructuring of both OPAP S.A. and OPAP Services S.A.
2. Agency network (contractual agreements, upcoming ministerial approval, unified agency look).
3. Relationship with sports federations.
4. National and European evolution of the monopoly issue.
5. Partial acquisition of Neurosoft S.A. by OPAP's subsidiaries.
6. Update on the Turkish lottery's (Milli Piyango) bid.
7. Corporate Social Responsibility (Procedures, donations and grants).
The General Meeting, discussed and resolved upon the items of the Daily Agenda and took the following resolutions:
1st Item: Approved the Board of Directors Reports and Auditors Reports for the Annual Financial Statements of the Ninth (9th) fiscal year 2008.
2nd Item: Approved the Company's corporate and consolidated financial statements for the Ninth (9th) fiscal year 2008.
3rd Item: Approved the proposed by the BoD earnings distribution and decided upon the distribution of a total dividend for the fiscal year 2008 of 2.20 Euro per share that following the distribution of the interim dividend of 0.80 Euro per share paid in December 2008 upon decision of the BoD, the remaining dividend amounted to 1.40 Euro per share, before tax deduction. Eligible to receive the remaining dividend of net 1.26 Euro per share are the registered shareholders at the closing of the Athens Exchange session on Thursday, 04.06.2009 (record-date). As of Tuesday, 02.06.2009 the shares will be traded ex-dividend. The payment of the remainder dividend will commence on 11.06.2009 and will be processed through the National Bank of Greece.
4th Item: Discharged the members of the Board of Directors and the Auditors from any liability for indemnity with respect to the Ninth (9th) fiscal year and approved the administrative and representation acts of the Board of Directors.
5th Item: Approved the remuneration and the compensation payments to the members of the Board of Directors for their participation in the BoD and in company's committees for to the Ninth (9th) fiscal year.
6th Item: Decided the preliminary approval of remuneration and the compensation payments to the members of the Board of Directors of the Company for the current Tenth (10th) fiscal year, as well as the annual bonus for the members of BoD.
7th Item: Elected the Audit Firm "Grant Thorton" as Certified Auditors to audit the financial statements of the fiscal year 2009 and in particular Mr. George Deligiannis and Mr. Sotirios Constantinou as Regular Certified Auditors as well as Mr. Vassilios Kazas and Mr. Emmanuel Michalios as Substitute Certified Auditors and also approved their remuneration.
8th Item: Ratified the election of new members of the Board of Directors of OPAP S.A. i.e.: the executive member of the Board Mr. Sophocles M. Alifierakis, the non executive member Mr. George N. Mouroutis, the independent non executive member Mr. Theodoros K. Vardas (05.02.2009 until 06.04.2009) and the independent non executive member Mr. Konstantinos M. Maratos in replacement of and charged with the same duties as the resigned members' current position, for the remaining term of office: Mr. Dimitrios G. Panageas, Mr George N. Tzovlas, Mr Michael G. Galanis and Mr. Theodoros K. Vardas respectively. Additionally, according to article 37 of the Law 3693/2008, an Audit Committee was constituted by the following BoD members: as Chairman Mr. Stavros T. Theodoropoulos, independent non executive member of the Board, and as members Mr. Emilios K. Stasinakis and Mr. George N. Mouroutis non executive BoD members.
9th Item: Decided upon the replacement of the non executive Board member Mr. Sotirios G. Nikolaropoulos with Mr. Konstantinos K. Koutroumbis up until the remaining term of all the BoD duties.
10th Item: Granted permission, pursuant to article 23, paragraph 1 of the C.L. 2190/1920, to members of the Board of Directors and Officers of the Company's Departments and Divisions to participate in the Board of Directors or in the management of Group's companies and their associate companies for the purposes set out in article 42e paragraph 5, of the C.L. 2190/1920.
11th Item: Granted authorization and power of attorney to Mr. Dimitrios Panageas, (Athens Bar Association Reg. No. 21923), Legal Advisor of OPAP, and Mrs. Barbara Panousi (Athens Bar Association Reg. No. 16002), lawyer of OPAP, acting jointly or separately, to submit for approval and publication, to the Ministry of Development, the Minutes of the Ordinary General Assembly as well as the entire new codified document of the Company's articles of association, and in general to carry out any legal action to enforce the resolutions of the Ordinary General Assembly.
12th Item: Other Announcements.
The Chairman and CEO commencing on the recent developments also referred to the following:
1. The business organizational restructuring of both OPAP S.A. and OPAP Services S.A.
2. Agency network (contractual agreements, upcoming ministerial approval, unified agency look).
3. Relationship with sports federations.
4. National and European evolution of the monopoly issue.
5. Partial acquisition of Neurosoft S.A. by OPAP's subsidiaries.
6. Update on the Turkish lottery's (Milli Piyango) bid.
7. Corporate Social Responsibility (Procedures, donations and grants).