ΕΛΓΕΚΑ Α.Ε.
Resolutions of the ordinary general assembly of shareholders held on the 28th of June 2010
ELGEKA S.A. would like to notify the investing public that today, on Monday the 28th of June 2010, at the company's head office at the Industrial area of Sindos, Echedoros Municipality, Thessaloniki, took place the Ordinary General Assembly of Shareholders. At the General Assembly four shareholders participated in person, representing 70,298% of the company's total shares and votes, i.e. 22.451.100 shares of total 31.937.030 shares, and decided unanimously on the following subjects of the daily agenda:
1st Subject: Approved unanimously, with 22.451.100 votes against 0, the Annual Financial Statements and the Annual Consolidated Statements for the fiscal year 2009 as well as the appropriation of the profits of the mentioned period and the non distribution of dividend.
2nd Subject: Approved unanimously with 22.451.100 votes against 0, the Board of Directors Report and the Certified Auditor's Report regarding the Annual Financial Statements and the Annual Consolidated Statements for the fiscal year 2009 (01/01/2009-31/12/2009) which are included in the Annual Financial Report.
3rd Subject: Approved unanimously with 22.451.100 votes against 0, the discharge of both the BoD members and the Certified Auditors from any liability or compensation associated with the Annual Financial Statements and the Annual Consolidated Statements or deriving from the exercise of their duties for the fiscal year 2009 (01/01/2009 - 31/12/2009).
4th Subject: Elected unanimously with 22.451.100 votes against 0, ERNST & YOUNG (HELLAS) CERTIFIED AUDITORS S.A. for the audit of the company and the Consolidated Financial Statements for the fiscal year 2010 (01/01/2010-31/12/2010) and appointed Mr. Papazoglou Panagiotis (A.M. SOEL 16631) as Regular Certified Auditor - Accountant and Mr. Psychoudakis Ioannis (A.M. SOEL 20161) as substitute.
5th Subject: Approved unanimously with 22.451.100 votes against 0, the remuneration of the non-executive members of the Board of Directors (article 24 par. 2, C.L. 2190/1920) of the amount of € 90.900,00 for the fiscal 2009 and pre-approved the remuneration of the amount of € 111.000,00 for the next fiscal year 2010 which were determined in a special meeting of the Board of Directors on 29/06/2009.
6th Subject: Approved unanimously with 22.451.100 votes against 0, the implementation of a share buy-back program according to the provisions of the Article 16 of the Codified Law 2190/1920. Specifically, the Company has the right to buy own share for the period, starting on the 01st of July 2010 until the 22nd of June 2012, up to 10% of its current paid-in share capital which today is 3.193.703 including 140.850 own shares that were already purchased. The price per share will range from the lowest level of 0,50 € to the highest level of 10,00 €.
The Company can use its own shares or part of them in order to satisfy its obligation deriving from a future Stock Option Program or can exchange the future purchased own shares with shares owned by other companies and finally, the Company can proceed to future decrease of Share Capital by renouncing its own shares.
Furthermore, the Board of Directors was empowered to implement the above mentioned share buy-back program and to determine and meet all the conditions in order to fulfil all the relevant legal requirements for the above mentioned program.
7th Subject : Approved unanimously with 22.451.100 votes against 0, the election of the new executive member of the Board of Directors, Mr Anthimos Misalidis, according to the decision of the BoD dated 31-05-2010 in order to fill the vacant position after the resignation of Mr George Pachis on 05-12-2008. Following the above mentioned change, the Board of Directors will consist again of nine members and the tenure of office will be from the election day until the expiration of the tenure of the BoD on 30-06-2013. 8th Subject: Approved unanimously with 22.451.100 votes against 0, to grant permission, according to article 23 par. 1 of C.L. 2190/1920, to the members of the Board of Directors and to Managers to participate in the Board of Directors or Management of other Companies with similar goals to those that the Company has.
In particular, approved the participation of Alexander G. Katsiotis, President and Managing Director of the Company, in the Board of Directors of other Companies which are not members of the Group and have similar goals with those of the Company.
9th Subject :No other subjects were discussed or announcements were made.
1st Subject: Approved unanimously, with 22.451.100 votes against 0, the Annual Financial Statements and the Annual Consolidated Statements for the fiscal year 2009 as well as the appropriation of the profits of the mentioned period and the non distribution of dividend.
2nd Subject: Approved unanimously with 22.451.100 votes against 0, the Board of Directors Report and the Certified Auditor's Report regarding the Annual Financial Statements and the Annual Consolidated Statements for the fiscal year 2009 (01/01/2009-31/12/2009) which are included in the Annual Financial Report.
3rd Subject: Approved unanimously with 22.451.100 votes against 0, the discharge of both the BoD members and the Certified Auditors from any liability or compensation associated with the Annual Financial Statements and the Annual Consolidated Statements or deriving from the exercise of their duties for the fiscal year 2009 (01/01/2009 - 31/12/2009).
4th Subject: Elected unanimously with 22.451.100 votes against 0, ERNST & YOUNG (HELLAS) CERTIFIED AUDITORS S.A. for the audit of the company and the Consolidated Financial Statements for the fiscal year 2010 (01/01/2010-31/12/2010) and appointed Mr. Papazoglou Panagiotis (A.M. SOEL 16631) as Regular Certified Auditor - Accountant and Mr. Psychoudakis Ioannis (A.M. SOEL 20161) as substitute.
5th Subject: Approved unanimously with 22.451.100 votes against 0, the remuneration of the non-executive members of the Board of Directors (article 24 par. 2, C.L. 2190/1920) of the amount of € 90.900,00 for the fiscal 2009 and pre-approved the remuneration of the amount of € 111.000,00 for the next fiscal year 2010 which were determined in a special meeting of the Board of Directors on 29/06/2009.
6th Subject: Approved unanimously with 22.451.100 votes against 0, the implementation of a share buy-back program according to the provisions of the Article 16 of the Codified Law 2190/1920. Specifically, the Company has the right to buy own share for the period, starting on the 01st of July 2010 until the 22nd of June 2012, up to 10% of its current paid-in share capital which today is 3.193.703 including 140.850 own shares that were already purchased. The price per share will range from the lowest level of 0,50 € to the highest level of 10,00 €.
The Company can use its own shares or part of them in order to satisfy its obligation deriving from a future Stock Option Program or can exchange the future purchased own shares with shares owned by other companies and finally, the Company can proceed to future decrease of Share Capital by renouncing its own shares.
Furthermore, the Board of Directors was empowered to implement the above mentioned share buy-back program and to determine and meet all the conditions in order to fulfil all the relevant legal requirements for the above mentioned program.
7th Subject : Approved unanimously with 22.451.100 votes against 0, the election of the new executive member of the Board of Directors, Mr Anthimos Misalidis, according to the decision of the BoD dated 31-05-2010 in order to fill the vacant position after the resignation of Mr George Pachis on 05-12-2008. Following the above mentioned change, the Board of Directors will consist again of nine members and the tenure of office will be from the election day until the expiration of the tenure of the BoD on 30-06-2013. 8th Subject: Approved unanimously with 22.451.100 votes against 0, to grant permission, according to article 23 par. 1 of C.L. 2190/1920, to the members of the Board of Directors and to Managers to participate in the Board of Directors or Management of other Companies with similar goals to those that the Company has.
In particular, approved the participation of Alexander G. Katsiotis, President and Managing Director of the Company, in the Board of Directors of other Companies which are not members of the Group and have similar goals with those of the Company.
9th Subject :No other subjects were discussed or announcements were made.