EUROMEDICA Α.Ε.
DECISIONS OF ORDINARY GENERAL MEETING HELD ON 30.06.2010
Shareholders holding 31,367,532 voting shares, corresponding to 71.88% of total shares, participated and were represented in the Ordinary General Meeting of Shareholders held on June 30, 2010.
At the said meeting, deliberations took place and decisions were made on the following agenda items:
Item 1: Submission and approval of annual financial statements, the profit and loss account, the cash flow statement and notes on the corporate and consolidated annual financial statements, in accordance with the International Financial Reporting Standards for the fiscal year from 1.1.2009 to 31.12.2009, after hearing the reports of the Board of Directors and the Auditors.
The General Meeting unanimously approved the annual financial statements (consolidated and corporate), the Profit and Loss Account, the Cash Flow Statement and notes on the annual financial statements in accordance with the IFRS for the fiscal year from 01.01.2009 to 31.12.2009, as prepared and approved by minutes 3Z of 26.3.2010 of the Board of Directors and submitted to this General Meeting, without any changes.
At this point, the reports of the Board of Directors dated 20.03.2009 were submitted to the General Meeting:
a) The Annual Report of the Board of Directors to the Ordinary General Meeting of Shareholders, pursuant to the provisions of L. 3556/2007 and the relevant decisions of the Capital Market Commission.
b) Explanatory Report of the Board of Directors to the Ordinary General Meeting of Shareholders, pursuant to the provisions of L. 3556/2007.
Item 2: Relieving the Board of Directors and the Auditors of the Company from any indemnification liability for the fiscal year in question, 2009.
The General Meeting with 31,364,967 votes for and 2,565 against, relieved the Directors and the Chartered Auditor - Accountant of the company from any indemnification liability as regards the Balance Sheet and the overall management of the closing fiscal year 01.01.2009 to 31.12.2009, and feels obliged to express its gratitude to the Board, the Chartered Auditor -
Accountant, as well as to all nursing and administrative staff for their dedication and commitment in the performance of their duties.
Item 3: Election of one ordinary and one deputy Chartered Auditor Accountant for the fiscal year 2010.
The General Meeting unanimously elected "BDO PROTYPOS HELLENIC AUDITING COMPANY S.A." to audit fiscal year 2010 (from 1.1.2009 to 31.12.2009); its fee will be determined based on decisions of the Supervisory Board of the Body of Chartered Auditors Accountants (SOEL). A member thereof, the Certified Auditor - Accountant Mr. Vrasidas Damilakos, son of Spyridon, with SOEL Reg. Nr. 22791, was elected as regular auditor, while the Certified Auditor - Accountant Mr. Sotirios Sokos, son of Dimitrios, with SOEL Reg. Nr. 17011 was elected as deputy auditor.
Item 4: Approval of fees paid to persons of article 23a, L.2190/1920 for fiscal year 2009.
The General Meeting approved, with 31,364,967 votes "for" [shareholders representing 2,565 shares and an equal number votes abstained from voting] the amounts paid to the persons referred to in Article 23a of Codified Law 2190/1920 for the year 2009.
Item 5: Preliminary approval of the fees paid to members of the BoD from the taxed profits of fiscal year 2010.
The General Meeting approved, with 31,364,967 votes "for" [shareholders representing 2,565 shares and an equal number votes abstained from voting] the proposal of the General Meeting Chair, not to grant payments to the Members of the Board, given the adverse financial situation.
Item 6: Notification of the replacement of resigned members of the Board of Directors and the replacement of a member of the Audit Committee. It was announced to shareholders that the Board member Margarita Alamanou resigned and was replaced by Mr. Christos Alexakis, who was elected as an independent non-executive member. Furthermore, on 12-04-2010, the member of the Board Mr. Christos Alexakis resigned and was replaced by Mr. Ioannis Evangelaras, who was elected as an independent non-executive member. Furthermore, the member of the Board Mr. Dimitrios Nanopoulos resigned and was replaced by Mr. Konstantinos Leontios, who was elected as an independent non-executive member.
Further, under art. 37 of L. 3693/2008 by a decision taken with 31,364,967 votes "for" [shareholders representing 2,565 shares and an equal number of votes abstained from voting] Mrs Margarita Alamanou was replaced by Mr. Ioannis Evangelaras, son of Charalambos, as an independent non-executive member of the Audit Committee.
Item 7: Decision to provide corporate guarantee
The General Meeting A) approved, with 31,364,967 votes "for" [shareholders representing 2,565 shares and an equal number of votes abstained from voting] the issue to "EFG EUROBANK ERGASIAS LEASING SA" for the company "ALEXANDROUPOLIS PRIVATE DIAGNOSTIC LABORATORY MEDICAL SA", a company guarantee to the amount of Euro 900,000.00, plus VAT and financing interest.
B) approved, with 31,364,967 votes "for" [shareholders representing 2,565 shares and an equal number of votes abstained from voting] the issue to "EFG EUROBANK ERGASIAS LEASING SA" for the company "PRIVATE DIAGNOSTIC LABORATORY EUROMEDICA-TRIKALA MEDICAL SA", a company guarantee to the amount of Euro 600,000.00, plus VAT and financing interest.
At the said meeting, deliberations took place and decisions were made on the following agenda items:
Item 1: Submission and approval of annual financial statements, the profit and loss account, the cash flow statement and notes on the corporate and consolidated annual financial statements, in accordance with the International Financial Reporting Standards for the fiscal year from 1.1.2009 to 31.12.2009, after hearing the reports of the Board of Directors and the Auditors.
The General Meeting unanimously approved the annual financial statements (consolidated and corporate), the Profit and Loss Account, the Cash Flow Statement and notes on the annual financial statements in accordance with the IFRS for the fiscal year from 01.01.2009 to 31.12.2009, as prepared and approved by minutes 3Z of 26.3.2010 of the Board of Directors and submitted to this General Meeting, without any changes.
At this point, the reports of the Board of Directors dated 20.03.2009 were submitted to the General Meeting:
a) The Annual Report of the Board of Directors to the Ordinary General Meeting of Shareholders, pursuant to the provisions of L. 3556/2007 and the relevant decisions of the Capital Market Commission.
b) Explanatory Report of the Board of Directors to the Ordinary General Meeting of Shareholders, pursuant to the provisions of L. 3556/2007.
Item 2: Relieving the Board of Directors and the Auditors of the Company from any indemnification liability for the fiscal year in question, 2009.
The General Meeting with 31,364,967 votes for and 2,565 against, relieved the Directors and the Chartered Auditor - Accountant of the company from any indemnification liability as regards the Balance Sheet and the overall management of the closing fiscal year 01.01.2009 to 31.12.2009, and feels obliged to express its gratitude to the Board, the Chartered Auditor -
Accountant, as well as to all nursing and administrative staff for their dedication and commitment in the performance of their duties.
Item 3: Election of one ordinary and one deputy Chartered Auditor Accountant for the fiscal year 2010.
The General Meeting unanimously elected "BDO PROTYPOS HELLENIC AUDITING COMPANY S.A." to audit fiscal year 2010 (from 1.1.2009 to 31.12.2009); its fee will be determined based on decisions of the Supervisory Board of the Body of Chartered Auditors Accountants (SOEL). A member thereof, the Certified Auditor - Accountant Mr. Vrasidas Damilakos, son of Spyridon, with SOEL Reg. Nr. 22791, was elected as regular auditor, while the Certified Auditor - Accountant Mr. Sotirios Sokos, son of Dimitrios, with SOEL Reg. Nr. 17011 was elected as deputy auditor.
Item 4: Approval of fees paid to persons of article 23a, L.2190/1920 for fiscal year 2009.
The General Meeting approved, with 31,364,967 votes "for" [shareholders representing 2,565 shares and an equal number votes abstained from voting] the amounts paid to the persons referred to in Article 23a of Codified Law 2190/1920 for the year 2009.
Item 5: Preliminary approval of the fees paid to members of the BoD from the taxed profits of fiscal year 2010.
The General Meeting approved, with 31,364,967 votes "for" [shareholders representing 2,565 shares and an equal number votes abstained from voting] the proposal of the General Meeting Chair, not to grant payments to the Members of the Board, given the adverse financial situation.
Item 6: Notification of the replacement of resigned members of the Board of Directors and the replacement of a member of the Audit Committee. It was announced to shareholders that the Board member Margarita Alamanou resigned and was replaced by Mr. Christos Alexakis, who was elected as an independent non-executive member. Furthermore, on 12-04-2010, the member of the Board Mr. Christos Alexakis resigned and was replaced by Mr. Ioannis Evangelaras, who was elected as an independent non-executive member. Furthermore, the member of the Board Mr. Dimitrios Nanopoulos resigned and was replaced by Mr. Konstantinos Leontios, who was elected as an independent non-executive member.
Further, under art. 37 of L. 3693/2008 by a decision taken with 31,364,967 votes "for" [shareholders representing 2,565 shares and an equal number of votes abstained from voting] Mrs Margarita Alamanou was replaced by Mr. Ioannis Evangelaras, son of Charalambos, as an independent non-executive member of the Audit Committee.
Item 7: Decision to provide corporate guarantee
The General Meeting A) approved, with 31,364,967 votes "for" [shareholders representing 2,565 shares and an equal number of votes abstained from voting] the issue to "EFG EUROBANK ERGASIAS LEASING SA" for the company "ALEXANDROUPOLIS PRIVATE DIAGNOSTIC LABORATORY MEDICAL SA", a company guarantee to the amount of Euro 900,000.00, plus VAT and financing interest.
B) approved, with 31,364,967 votes "for" [shareholders representing 2,565 shares and an equal number of votes abstained from voting] the issue to "EFG EUROBANK ERGASIAS LEASING SA" for the company "PRIVATE DIAGNOSTIC LABORATORY EUROMEDICA-TRIKALA MEDICAL SA", a company guarantee to the amount of Euro 600,000.00, plus VAT and financing interest.