"MARFIN INVESTMENT GROUP HOLDINGS SA" hereby announces that, on 21.5.2010, the Company's Ordinary General Meeting of Shareholders was held and attended by 373 shareholders of the Company who were present in person or by proxy, representing 56.35% of the Company's share capital. The following items on the Agenda were discussed and resolved at the General Meeting:
1. Submission and approval of Individual and Consolidated Annual Financial Statements of fiscal year 2009, and relevant Reports of the Board of Directors and Chartered Accountants-Auditors. - It was resolved that the Individual and Consolidated Annual Financial Statements of fiscal year 2009, and the relevant Reports of the Board of Directors and Chartered Accountants-Auditors be approved.
2. Discharge of Board members and Chartered Accountants-Auditors from any liability for indemnity in respect of the company's affairs in fiscal year 2009. - It was resolved that the Board members and Chartered Accountants-Auditors be discharged from any liability for indemnity in respect of the company's affairs in fiscal year 2009.
3. Election of Chartered Accountants-Auditors for fiscal year 2010. - As ordinary auditors of the Company for fiscal year 2010 were appointed Messrs. Manolis Michalios and Vassileios Kazas, and as substitute auditors were appointed Messrs. Sotirios Constantinou and Ioannis Leos of Grant Thornton SA.
4. Submission and approval of the Nomination and Remuneration Committee's Report by the Ordinary General Meeting of Shareholders. - The Nomination and Remuneration Committee's Report was approved.
5. Approval of election of new Board members in replacement of resigned members. - The General Meeting approved the appointment of Mrs. Areti Souvatzoglou as Non-Executive Board Member in replacement of the resigned member Mr. Efthymios Bouloutas, decided by the Board of Directors at its meeting of 9.2.2010.
6. Election of new Board of Directors. - Appointment of Independent Board members. - The election of a new Board of Directors was resolved, consisting of Messrs. Andreas Vgenopoulos, Manolis Xanthakis, Dionyssios Malamatinas, George Efstratiadis, Areti Souvatzoglou, Panagiotis Throuvalas, George Lassados, Fotios Karatzenis, Deepak Padmanabham, Hesham Andullah Al Qassim, Abdulatif Al Mulla, Constantinos Los, Marcos Foros, Costas Grammenos and Alexandros Edipidis. Messrs. Constantinos Los, Marcos Foros, Costas Grammenos and Alexandros Edipidis were appointed Independent Members. The Board of Directors was appointed for a five-year term in accordance with the Company's Articles. However, the Board of Directors' intention is to bring the issue of appointment of members before the General Meeting to be held after completion of three years in office.
7. Appointment of Members in the Nomination & Remuneration Committee of the Company. - Messrs. Manolis Xanthakis, Constantinos Los and Marcos Foros were re-elected members of the Nomination & Remuneration Committee. Mr. Manolis Xanthakis was re-appointed Chairman of the Committee.
8. Appointment of Members in the Audit Committee pursuant to article 37 of Law 3693/2008. - Messrs. Manolis Xanthakis, Constantinos Los and Marcos Foros were re-elected members of the Audit Committee pursuant to article 37 of Law 3693/2008. Mr. Manolis Xanthakis remains in the Chair.
9. Approval of contracts and remunerations in accordance with articles 23a and 24 of codified law 2190/1920. - The remunerations paid to members of the Board during the previous fiscal year were approved in accordance with the provisions of article 24 para. 2 of codified law 2190/1920, as in force. Furthermore, remunerations to Board members for services to be provided in the current fiscal year were unanimously approved in advance.
10. Acquisition of equity shares in accordance with article 16 paras. 1 and 2 of codified law 2190/1920. - The acquisition of equity shares was resolved in accordance with article 16, paras. 1 and 2 of codified law 2190/1920, as in force, the nominal value of which shall not exceed one tenth (1/10) of the paid-up share capital, i.e. up to 76,011,535 equity shares with a minimum acquisition price of one cent (0.01 €) per share and maximum acquisition price of ten (10€) euros per share, within a one-year period from the date of adoption of said decision by the General Meeting. The Board of Directors was authorized to arrange the details of said acquisition.
11. Amendment of article 20 (Authority-Powers of the Board of Directors) and article 23 (Convocation of the Board of Directors) of the Company's Articles of Incorporation. - The proposed amendments of the above articles were approved, draft of which has already been published in electronic form in the Company's website and in the ATHEX website.
The above decisions were unanimously adopted by the shareholders who attended the General Meeting, further to which a Press Release was issued on 21.5.2010. However, upon final count of the votes cast by proxies, the following minority percentages arose, listed per item: 1st item 0.05%, 2nd item 0.05%, 3rd item 2.81%, 4th item 1.32%, 5th item 0.20%, 6th item 2.13%, 7th item 0.04%, 8th item 0.04%, 9th item 3.16%, 10th item 0.04% and 11th item 3.17% of the paid-up share capital.
It was not possible to discuss and resolve on items numbered 13-15 on the Agenda, as the quorum required by Law (article 29 para. 3 of codified law 2190/1920) and the Articles was not attained.
Discussion and resolution on item nr. 12 on the Agenda was deferred by unanimous decision of the Meeting for Thursday, June 3rd 2010 at 17:00 hours at the same place, when the 1st Reiterative Ordinary General Meeting is scheduled to be held in order to discuss the aforementioned items 13-15 of the Agenda, further to the Notice of 26.4.2010 issued by the Board of Directors.