ΝΗΡΕΥΣ Α.Ε.
Resolutions of the Annual Ordinary Shareholders Meeting of 19 June 2009
NIREUS SA announces that the Annual Ordinary General Shareholders Meeting that was held on June the 19th, 2009 at 14:00 p.m., was attended by person or in proxy by 28 shareholders representing 22.901.976 shares out of a total 63.570.149 shares, namely 36,03%. The General Meeting resolved on the following:
1. Approved the annual financial statements and consolidated financial statements for the fiscal year 2008 and the relevant reports of the Board of Directors and the Auditors.
2. Approved the proposal for no dividend distribution for FY 2008.
3. Released the members of the Board of Directors and the Auditors of NIREUS S.A. and of the absorbed company KEGO SA from any liability for indemnity with respect to the fiscal year 2008.
4. Elected for fiscal year 2009 as an auditor Mr Nikolaos Kanakidis, with registration number S.O.E. 13321, and deputy auditor Mr George Nikolopoulos, with registration number S.O.E. 14131, both from S.O.L. SA
5. Pre-approved the fees and remunerations paid to the members of the Board of Directors for the period to 30.06.2010 and approved the fees paid for NIREUS SA and for the absorbed KEGO SA (in accordance with article 24 of C.L. 2190/1920).
6. Granted 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 (pursuant to article 42e, par. 5, Law 2190/1920 and in accordance with article 23 of C.L. 2190/1920).
7. Approved the partial change in the use of funds raised from the share capital increase of 09.07.2007 and of the corresponding timetable, in accordance with the decision of the BoD of Nireus on 22.05.2009.
8. Approved the election of Mr. D. Loumpounis as a member of BoD of the absorbed company KEGO SA, for the period 24/10 - 30/10/2008 to replace the resigned member Mr. R. Gogorosis. Ratified the appointment of two existing independent non-executive members of the Board, Ms. I. Karachaliou and Mr. C. Theos, to participate in the audit committee that has been formed and operates by virtue of the 7/3/2002 decision of the BoD. Elected to the audit committee Mr. C. Lambrinopoulos, independent non-executive member of the BoD, to replace Mr. D. Loumpounis, executive member of the BoD, in order to meet the requirements of article 37 of L. 3693/2008.
Finally, approved the amendment of a term of a bond loan of euro 700,000 issued on 23/3/2006 by EFG Eurobank AE to ENALIOS SA, a subsidiary of the absorbed KEGO, in order to discharge a former shareholder KEGO from a personal guarantee.
Issues 1 and 2 were approved unanimously. Issues 3, 4, 5, 6, 7, and 8 were approved with 22.898.016 votes for and 3.960 votes abstaining.
1. Approved the annual financial statements and consolidated financial statements for the fiscal year 2008 and the relevant reports of the Board of Directors and the Auditors.
2. Approved the proposal for no dividend distribution for FY 2008.
3. Released the members of the Board of Directors and the Auditors of NIREUS S.A. and of the absorbed company KEGO SA from any liability for indemnity with respect to the fiscal year 2008.
4. Elected for fiscal year 2009 as an auditor Mr Nikolaos Kanakidis, with registration number S.O.E. 13321, and deputy auditor Mr George Nikolopoulos, with registration number S.O.E. 14131, both from S.O.L. SA
5. Pre-approved the fees and remunerations paid to the members of the Board of Directors for the period to 30.06.2010 and approved the fees paid for NIREUS SA and for the absorbed KEGO SA (in accordance with article 24 of C.L. 2190/1920).
6. Granted 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 (pursuant to article 42e, par. 5, Law 2190/1920 and in accordance with article 23 of C.L. 2190/1920).
7. Approved the partial change in the use of funds raised from the share capital increase of 09.07.2007 and of the corresponding timetable, in accordance with the decision of the BoD of Nireus on 22.05.2009.
8. Approved the election of Mr. D. Loumpounis as a member of BoD of the absorbed company KEGO SA, for the period 24/10 - 30/10/2008 to replace the resigned member Mr. R. Gogorosis. Ratified the appointment of two existing independent non-executive members of the Board, Ms. I. Karachaliou and Mr. C. Theos, to participate in the audit committee that has been formed and operates by virtue of the 7/3/2002 decision of the BoD. Elected to the audit committee Mr. C. Lambrinopoulos, independent non-executive member of the BoD, to replace Mr. D. Loumpounis, executive member of the BoD, in order to meet the requirements of article 37 of L. 3693/2008.
Finally, approved the amendment of a term of a bond loan of euro 700,000 issued on 23/3/2006 by EFG Eurobank AE to ENALIOS SA, a subsidiary of the absorbed KEGO, in order to discharge a former shareholder KEGO from a personal guarantee.
Issues 1 and 2 were approved unanimously. Issues 3, 4, 5, 6, 7, and 8 were approved with 22.898.016 votes for and 3.960 votes abstaining.