ΑΛΦΑ-ΒΗΤΑ ΒΑΣΙΛΟΠΟΥΛΟΣ A.E.
ANNOUNCEMENT ON THE RESOLUTIONS AND RESULTS OF THE ORDINARY GENERAL MEETING OF SHAREHOLDERS ACCORDING TO ARTICLE 4.1.3.3 OF ATHEX REGULATION.
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 April 20, 2010 at 13:00 the Annual Ordinary General Meeting of Shareholders was held. On the total 12.732.720 shares and votes, 12.583.072 shares and votes i.e. 98,82% of total shares were either present or represented, out of which 12.539.545 (98,48%) shares were timely deposited and 43.527 (0,342%) 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 13 shareholders were present, while 8 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 Financial Report in accordance with the International Financial Reporting Standards that have been adopted by the European Union for the period 1 January ?31 December 2009 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 2009, 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 May 3, 2010 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 27.04.2010 are entitled to receive dividends. Consequently, starting on April 23rd, 2010, which is the ex-dividend date, shares will trade in the Athens Exchange without the right to 2009 dividend. Regarding dividend distribution, please refer to our specific anouncement on this subject, which is released today.
Voted for: 12.583.072 (98,82%) Voted against: 0 Abstained from voting: 0
2. Release of the members of the Board of Directors and the Chartered Accountants from any liability for the fiscal year from 01.01.2009 until 31.12.2009.
The members of the Board of Directors and the Auditors were released from any liability for the fiscal year from 01.01.2009 until 31.12.2009.
Voted for: 12.583.072 (98,82%) 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 2010 and arrangement of their remuneration. The auditing company DELOITTE Hatzipavlou, Sofianos & Cambanis S.A. and specifically Mr Dimitris Koutsos-Koutsopoulos as regular Chartered Accountant and Mr Nicolaos Sofianos as substitute Chartered Accountant were elected for the audit of the fiscal year 2010. 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: 12.583.072 (98,82%) 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 2009, the total remuneration of 16.667 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 2010, the remuneration approved for the members of the Board of Directors cumulatively amounts to 36.000 euro maximum.
Voted for: 12.583.072 (98,82%) 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 8.324.136 euros for the provision of supporting services and technical assistance from Delhaize Group S.A. the Company during the fiscal year 2010.
Voted for: 12.583.072 (98,82%) Voted against: 0 Abstained from voting: 0
6. Approval for the issuance by Alfa Beta Vassilopoulos S.A. of up to EUR 50 million principal amount of bonds, in accordance with Greek Laws 2190/1920, 3156/2003 and 3461/2006 - Granting authority to the Board of Directors of the company
According to the provisions of L. 2190/1920 (article 23a), 3156/2003 and 3461/2006 (article 14, par.2), the General Assembly approved that the Company may proceed to the contracting of a bond loan of 50 mio EUR under the most favorable market terms either with one of the Greek and foreign banks or with its parent company Delhaize Group.
Voted for: 12.583.072 (98,82%) 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 Financial Report in accordance with the International Financial Reporting Standards that have been adopted by the European Union for the period 1 January ?31 December 2009 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 2009, 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 May 3, 2010 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 27.04.2010 are entitled to receive dividends. Consequently, starting on April 23rd, 2010, which is the ex-dividend date, shares will trade in the Athens Exchange without the right to 2009 dividend. Regarding dividend distribution, please refer to our specific anouncement on this subject, which is released today.
Voted for: 12.583.072 (98,82%) Voted against: 0 Abstained from voting: 0
2. Release of the members of the Board of Directors and the Chartered Accountants from any liability for the fiscal year from 01.01.2009 until 31.12.2009.
The members of the Board of Directors and the Auditors were released from any liability for the fiscal year from 01.01.2009 until 31.12.2009.
Voted for: 12.583.072 (98,82%) 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 2010 and arrangement of their remuneration. The auditing company DELOITTE Hatzipavlou, Sofianos & Cambanis S.A. and specifically Mr Dimitris Koutsos-Koutsopoulos as regular Chartered Accountant and Mr Nicolaos Sofianos as substitute Chartered Accountant were elected for the audit of the fiscal year 2010. 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: 12.583.072 (98,82%) 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 2009, the total remuneration of 16.667 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 2010, the remuneration approved for the members of the Board of Directors cumulatively amounts to 36.000 euro maximum.
Voted for: 12.583.072 (98,82%) 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 8.324.136 euros for the provision of supporting services and technical assistance from Delhaize Group S.A. the Company during the fiscal year 2010.
Voted for: 12.583.072 (98,82%) Voted against: 0 Abstained from voting: 0
6. Approval for the issuance by Alfa Beta Vassilopoulos S.A. of up to EUR 50 million principal amount of bonds, in accordance with Greek Laws 2190/1920, 3156/2003 and 3461/2006 - Granting authority to the Board of Directors of the company
According to the provisions of L. 2190/1920 (article 23a), 3156/2003 and 3461/2006 (article 14, par.2), the General Assembly approved that the Company may proceed to the contracting of a bond loan of 50 mio EUR under the most favorable market terms either with one of the Greek and foreign banks or with its parent company Delhaize Group.
Voted for: 12.583.072 (98,82%) Voted against: 0 Abstained from voting: 0