INTRALOT S.A.
Announcement on the decisions of the Ordinary General Assembly dated 10 June 2010
In accordance with article 4.1.3.3 of the Athens Stock Exchange Regulation, INTRALOT notifies you that during the Ordinary General Assembly of the Shareholders of the Company dated 10 June 2010 the following issues of the agenda were discussed and decided:
1. Submission for approval of the corporate and consolidated annual financial statements of the fiscal year 01.01.2009 to 31.12.2009, in accordance with the International Financial Reporting Standards (I.F.R.S.), after hearing the relevant Board of Directors' Reports and the Certified Auditor's Report regarding the above mentioned year; and decision on the distribution of said year's profits. The Corporate and Consolidated Yearly Financial Statements of the period 01.01.2010 ? 31.12.2010 of INTRALOT were approved. Present 81 shareholders representing 67,739,510 shares with a respective number of votes (quorum rate 42.61%). Voted: FOR: 67,714,910 (99.96%), AGAINST: 24,600 (0.04%), ABSTENTION: 0
2. Discharge of both Board of Directors members and Certified Auditor from any liability for indemnity regarding Company's administration, the financial statements and the consolidated financial statements during the fiscal period under examination (01.01.2009-31.12.2009). The discharge of the members of the Board of Directors and of the Certified Auditors from any liability for indemnity during the fiscal period under examination was approved. Present 81 shareholders representing 67,739,510 shares with a respective number of votes (quorum rate 42.61%). Voted: FOR: 57,459,125 (84.82%), AGAINST: 14,600 (0.04%), ABSTENTION: 10,255,785 (15.14%) (It is noted that for the resolution on this matter of the agenda, the members of the Board of Directors and the employees of the Company voted only with the shares belonging to themselves and not with the shares represented by them (rate of representation 15.14%).
3. Election of regular and alternate Certified Auditors for the audit of fiscal year 01.01.2010 - 31.12.2010 and determination of their fees The election of company "S.O.L. S.A." for the audit of the fiscal year 01.01.2010 ? 31.12.2010 was approved and its remuneration has been determined. Present 81 shareholders representing 67,739,510 shares with a respective number of votes (quorum rate 42.61%). Voted: FOR: 66,288,807 (97.86%), AGAINST: 1,450,703 (2.14%), ABSTENTION: 0
4. Approval of remuneration on the profits and compensations of the Board of Directors members for the fiscal year 2009 and preliminary approval of remuneration and compensation of non-executive members of the Board of Directors for the year 2010, pursuant to art. 24 of Codified Law 2190/1920 & art. 5 of the Law 3016/2002. In accordance with Article 24 of Codified Law 2190/1920, the remunerations of the members of the Board of Directors, in proportion with the participation time of each member of the Board of Directors from 1.1.2009 to 31.12.2009, were approved. Moreover it was decided, in accordance with Article 5 of L. 3016/2002, the determination of the remuneration of the current year of the non-executive members of the Board of Directors for the time spent during the meetings of the Board of Directors and in the fulfillment of their duties and the Board of Directors was authorized to proceed to the necessary actions for the implementation of the above mentioned. Present 81 shareholders representing 67,739,510 shares with a respective number of votes (quorum rate 42.61%). Voted: FOR: 66,288,807 (97.86%), AGAINST: 1,450,703 (2.14%), ABSTENTION: 0
5. Approval of the maximum salary of Board of Directors members employed by the Company as for the financial period 01.07.2010 - 30.06.2011 pursuant to art. 23a of Codified Law 2190/1920. The maximum salaries of the members of the Board of Directors employed by the Company were determined and more specifically of Messrs Constantinos Antonopoulos, Andreas Papoulias and Fotios Mavroudis. Present 81 shareholders representing 67,739,510 shares with a respective number of votes (quorum rate 42.61%). Voted: FOR: 66,288,807 (97.86%), AGAINST: 1,450,703 (2.14%), ABSTENTION: 0
6. Grant of authorization to both Board of Directors members and Company's Directors to participate in the Board of Directors or in the administration of other affiliated companies as those companies are defined in article 42 § e' of Codified Law 2190/1920. The grant of authorization for the members of the Board of Directors and of the Directors of the company to participate in the Board of Directors or the administration of other affiliated companies as provided by article 42 § e' of C.L. 2190/1920 was approved. Present 81 shareholders representing 67,739,510 shares with a respective number of votes (quorum rate 42.61%). Voted: FOR: 67,739,510 (100%), AGAINST: 0, ABSTENTION: 0
7. Share buy back according to the article 16 of the Codified Law 2190/1920. A shares buy-back program was approved up to an amount of shares not exceeding 10% of the company's paid up share capital for a period of the next 24 months, starting from 10.06.2010, minimum price €1 and maximum price €10, while the possibility of holding such shares for future acquisition of shares of other company was provided. Present 81 shareholders representing 67,739,510 shares with a respective number of votes (quorum rate 42.61%). Voted: FOR: 67,739,510 (100.00%), AGAINST: 0, ABSTENTION: 0
Especially for the dividends it was decided: The dividends approved by the Ordinary General Assembly of the shareholders of the Company are 0.15 € per share. From Monday 14 June 2010 the shares will trade ex-dividend rights for the dividends of financial year 2009. Beneficiaries for the dividend for the year 2009 (0.15 € per share), are the shareholders which are registered in the files of DSS until the record date*, Wednesday 16 June 2010. (*In accordance with the new, revised ATHEX Rulebook, starting on Jan 1st 2009, corporate actions take place based on "record dates". Based on the new rule, beneficiaries of the corporate action (in this case of the dividend) are those investors who are registered in the DSS on the relevant record date). The payment of the dividend for the year 2009, will begin at Tuesday of 22 June, 2010.
Discussion and decision taking on the eighth item of the agenda which was not discussed due to the lack of the quorum required by law will take place, in accordance with the Invitation dated 13 May 2010, on the twentieth two (22th) of June 2010, at 13:00 at "CAPSIS Cultural, Exhibition and Conference Centre" (10, Parnonos str., Maroussi, Attica), without publishing any further invitation.
1. Submission for approval of the corporate and consolidated annual financial statements of the fiscal year 01.01.2009 to 31.12.2009, in accordance with the International Financial Reporting Standards (I.F.R.S.), after hearing the relevant Board of Directors' Reports and the Certified Auditor's Report regarding the above mentioned year; and decision on the distribution of said year's profits. The Corporate and Consolidated Yearly Financial Statements of the period 01.01.2010 ? 31.12.2010 of INTRALOT were approved. Present 81 shareholders representing 67,739,510 shares with a respective number of votes (quorum rate 42.61%). Voted: FOR: 67,714,910 (99.96%), AGAINST: 24,600 (0.04%), ABSTENTION: 0
2. Discharge of both Board of Directors members and Certified Auditor from any liability for indemnity regarding Company's administration, the financial statements and the consolidated financial statements during the fiscal period under examination (01.01.2009-31.12.2009). The discharge of the members of the Board of Directors and of the Certified Auditors from any liability for indemnity during the fiscal period under examination was approved. Present 81 shareholders representing 67,739,510 shares with a respective number of votes (quorum rate 42.61%). Voted: FOR: 57,459,125 (84.82%), AGAINST: 14,600 (0.04%), ABSTENTION: 10,255,785 (15.14%) (It is noted that for the resolution on this matter of the agenda, the members of the Board of Directors and the employees of the Company voted only with the shares belonging to themselves and not with the shares represented by them (rate of representation 15.14%).
3. Election of regular and alternate Certified Auditors for the audit of fiscal year 01.01.2010 - 31.12.2010 and determination of their fees The election of company "S.O.L. S.A." for the audit of the fiscal year 01.01.2010 ? 31.12.2010 was approved and its remuneration has been determined. Present 81 shareholders representing 67,739,510 shares with a respective number of votes (quorum rate 42.61%). Voted: FOR: 66,288,807 (97.86%), AGAINST: 1,450,703 (2.14%), ABSTENTION: 0
4. Approval of remuneration on the profits and compensations of the Board of Directors members for the fiscal year 2009 and preliminary approval of remuneration and compensation of non-executive members of the Board of Directors for the year 2010, pursuant to art. 24 of Codified Law 2190/1920 & art. 5 of the Law 3016/2002. In accordance with Article 24 of Codified Law 2190/1920, the remunerations of the members of the Board of Directors, in proportion with the participation time of each member of the Board of Directors from 1.1.2009 to 31.12.2009, were approved. Moreover it was decided, in accordance with Article 5 of L. 3016/2002, the determination of the remuneration of the current year of the non-executive members of the Board of Directors for the time spent during the meetings of the Board of Directors and in the fulfillment of their duties and the Board of Directors was authorized to proceed to the necessary actions for the implementation of the above mentioned. Present 81 shareholders representing 67,739,510 shares with a respective number of votes (quorum rate 42.61%). Voted: FOR: 66,288,807 (97.86%), AGAINST: 1,450,703 (2.14%), ABSTENTION: 0
5. Approval of the maximum salary of Board of Directors members employed by the Company as for the financial period 01.07.2010 - 30.06.2011 pursuant to art. 23a of Codified Law 2190/1920. The maximum salaries of the members of the Board of Directors employed by the Company were determined and more specifically of Messrs Constantinos Antonopoulos, Andreas Papoulias and Fotios Mavroudis. Present 81 shareholders representing 67,739,510 shares with a respective number of votes (quorum rate 42.61%). Voted: FOR: 66,288,807 (97.86%), AGAINST: 1,450,703 (2.14%), ABSTENTION: 0
6. Grant of authorization to both Board of Directors members and Company's Directors to participate in the Board of Directors or in the administration of other affiliated companies as those companies are defined in article 42 § e' of Codified Law 2190/1920. The grant of authorization for the members of the Board of Directors and of the Directors of the company to participate in the Board of Directors or the administration of other affiliated companies as provided by article 42 § e' of C.L. 2190/1920 was approved. Present 81 shareholders representing 67,739,510 shares with a respective number of votes (quorum rate 42.61%). Voted: FOR: 67,739,510 (100%), AGAINST: 0, ABSTENTION: 0
7. Share buy back according to the article 16 of the Codified Law 2190/1920. A shares buy-back program was approved up to an amount of shares not exceeding 10% of the company's paid up share capital for a period of the next 24 months, starting from 10.06.2010, minimum price €1 and maximum price €10, while the possibility of holding such shares for future acquisition of shares of other company was provided. Present 81 shareholders representing 67,739,510 shares with a respective number of votes (quorum rate 42.61%). Voted: FOR: 67,739,510 (100.00%), AGAINST: 0, ABSTENTION: 0
Especially for the dividends it was decided: The dividends approved by the Ordinary General Assembly of the shareholders of the Company are 0.15 € per share. From Monday 14 June 2010 the shares will trade ex-dividend rights for the dividends of financial year 2009. Beneficiaries for the dividend for the year 2009 (0.15 € per share), are the shareholders which are registered in the files of DSS until the record date*, Wednesday 16 June 2010. (*In accordance with the new, revised ATHEX Rulebook, starting on Jan 1st 2009, corporate actions take place based on "record dates". Based on the new rule, beneficiaries of the corporate action (in this case of the dividend) are those investors who are registered in the DSS on the relevant record date). The payment of the dividend for the year 2009, will begin at Tuesday of 22 June, 2010.
Discussion and decision taking on the eighth item of the agenda which was not discussed due to the lack of the quorum required by law will take place, in accordance with the Invitation dated 13 May 2010, on the twentieth two (22th) of June 2010, at 13:00 at "CAPSIS Cultural, Exhibition and Conference Centre" (10, Parnonos str., Maroussi, Attica), without publishing any further invitation.