Μ. Ι. ΜΑΪΛΛΗΣ Α.Ε.Β.Ε.
Resolutions of the Annual General Shareholders' Meeting
The Annual Ordinary General Meeting, was held on Monday, June 28, 2010, at 17:00, at Hotel THEOXENIA PALACE ("Room ADONIS"), at Kifissia Attikis, 34 Kolokotroni Str. (entrance). The total number of shareholders that were present or represented were 16 corresponding to 33.217.961 shares out of 73.176.746 shares, which represent a percentage of 45,39%.
The following agenda issues were discussed and decided:
1. The General Meeting approved unanimously the Annual Financial Statements for the fiscal year 2009 (1.1.2009 ? 31.12.2009)
2. The General Meeting, by 33.211.337 votes for, after calling each one of the shareholders who were present and entitled to vote for this issue according to article 35 of Regulatory Law 2190/1920, released the Board of Directors and the Auditor from any liability in regards to fiscal year 2009.
3. The Shareholders Meeting decided, by 33.211.337 votes for, to ratify the elections by the Board of Directors held on 19.08.2009, of Mr Stylianos Stavridis as temporary, independent, non executive member and of Mr Ioannis Lentzos as new executive member, whose offices are to expire along with the term of the current Board of Directors and defined the capacity of Mr Stavridis as independent member of the Board of Directors.
4. The Shareholders Meeting decided by 33.211.337 votes for, the election of the New Board of Directors constituted of the following seven members, with term until the convening of the Annual Ordinary General Meeting of the year 2014: 1. Michail Maillis son of Ioannis, 2. Lito Ioannidou daughter of Antonios, 3. John Kourouglos son of Minas, 4. Ioannis Lentzos son of Antonios, 5. Sotiris Orestidis son of Nikitas, 6. Stylianos Stavridis son of Konstantinos, 7. Theoharis Filippopoulos son of Alexandros. According to art. 3 par. of law 3016/2002 as modified, as independent members of the Board of Directors were elected Mrs Lito Ioannidou, Mr. Stylianos Stavridis and Mr. Sotiris Orestidis.
5. The Shareholders Meeting, by 33.211.337 votes for, ratified the election by the Board of Directors held on 19.08.2009, of Mr. Theoharis Filippopoulos as new member of the Audit Committee under article 37 of law 3693/2008 in replacement of a resigned one and appointed a new Audit Committee with a four year term and with ordinary members the independent members of the Board of Directors Mrs Lito Ioannidou and Mr Sotiris Orestidis and the non independent member of the Board of Directors Mr. Theoharis Filippopoulos and with substitute member the independent member Mr. Stylianos Stavridis.
6. The Shareholders Meeting decided by 33.211.337 votes for, the election of the company PRICEWATERHOUSECOOPERS as Certified Auditor for the fiscal year 2010 (1.1.2010 ? 31.12.2010) and defined its fees.
7. The General Meeting, by 33.207.367 votes for, approved the salaries and fees of members of the Board of Directors.
8. The Shareholders Meeting decided unanimously the modification of article 1 of the Articles of Association of the Company, regarding the partial change of its name.
9. Due to the non formation of the quorum required by the law and the Articles of Association of the Company for the modification of article 4 of the Company?s Articles of Association, the participating Shareholders decided unanimously not to adopt a decision on the above item and to have it discussed by a future General Meeting.
10. The Shareholders Meeting, by 33.207.367 votes for, decided the modification of article 9 par.1 of the Articles of Association of the Company in order to increase the maximum number of the members of the Board of Directors to nine (9).
11. The Shareholders Meeting, by 33.207.367 votes for, decided the modification of article 9 of the Articles of Association of the Company in order to add a clause regarding the right of the shareholders M.J. Maillis and Horqueta Holdings Limited to appoint two members of the Board of Directors, pursuant to article 18 paragraph 3 of Regulatory Law 2190/1920.
12. The Shareholders Meeting, by 33.207.367 votes for, decided the codification of the Articles of Association of the Company in order to incorporate its above approved modifications.
13. The Shareholders Meeting decided unanimously to grant the authorization, according to article 23, par. 1, of Regulatory Law 2190/1920, to members of the Board of Directors and to company?s executives to participate in the management or the administration of companies belonging to the company group, which pursue the same or similar purposes.
The following agenda issues were discussed and decided:
1. The General Meeting approved unanimously the Annual Financial Statements for the fiscal year 2009 (1.1.2009 ? 31.12.2009)
2. The General Meeting, by 33.211.337 votes for, after calling each one of the shareholders who were present and entitled to vote for this issue according to article 35 of Regulatory Law 2190/1920, released the Board of Directors and the Auditor from any liability in regards to fiscal year 2009.
3. The Shareholders Meeting decided, by 33.211.337 votes for, to ratify the elections by the Board of Directors held on 19.08.2009, of Mr Stylianos Stavridis as temporary, independent, non executive member and of Mr Ioannis Lentzos as new executive member, whose offices are to expire along with the term of the current Board of Directors and defined the capacity of Mr Stavridis as independent member of the Board of Directors.
4. The Shareholders Meeting decided by 33.211.337 votes for, the election of the New Board of Directors constituted of the following seven members, with term until the convening of the Annual Ordinary General Meeting of the year 2014: 1. Michail Maillis son of Ioannis, 2. Lito Ioannidou daughter of Antonios, 3. John Kourouglos son of Minas, 4. Ioannis Lentzos son of Antonios, 5. Sotiris Orestidis son of Nikitas, 6. Stylianos Stavridis son of Konstantinos, 7. Theoharis Filippopoulos son of Alexandros. According to art. 3 par. of law 3016/2002 as modified, as independent members of the Board of Directors were elected Mrs Lito Ioannidou, Mr. Stylianos Stavridis and Mr. Sotiris Orestidis.
5. The Shareholders Meeting, by 33.211.337 votes for, ratified the election by the Board of Directors held on 19.08.2009, of Mr. Theoharis Filippopoulos as new member of the Audit Committee under article 37 of law 3693/2008 in replacement of a resigned one and appointed a new Audit Committee with a four year term and with ordinary members the independent members of the Board of Directors Mrs Lito Ioannidou and Mr Sotiris Orestidis and the non independent member of the Board of Directors Mr. Theoharis Filippopoulos and with substitute member the independent member Mr. Stylianos Stavridis.
6. The Shareholders Meeting decided by 33.211.337 votes for, the election of the company PRICEWATERHOUSECOOPERS as Certified Auditor for the fiscal year 2010 (1.1.2010 ? 31.12.2010) and defined its fees.
7. The General Meeting, by 33.207.367 votes for, approved the salaries and fees of members of the Board of Directors.
8. The Shareholders Meeting decided unanimously the modification of article 1 of the Articles of Association of the Company, regarding the partial change of its name.
9. Due to the non formation of the quorum required by the law and the Articles of Association of the Company for the modification of article 4 of the Company?s Articles of Association, the participating Shareholders decided unanimously not to adopt a decision on the above item and to have it discussed by a future General Meeting.
10. The Shareholders Meeting, by 33.207.367 votes for, decided the modification of article 9 par.1 of the Articles of Association of the Company in order to increase the maximum number of the members of the Board of Directors to nine (9).
11. The Shareholders Meeting, by 33.207.367 votes for, decided the modification of article 9 of the Articles of Association of the Company in order to add a clause regarding the right of the shareholders M.J. Maillis and Horqueta Holdings Limited to appoint two members of the Board of Directors, pursuant to article 18 paragraph 3 of Regulatory Law 2190/1920.
12. The Shareholders Meeting, by 33.207.367 votes for, decided the codification of the Articles of Association of the Company in order to incorporate its above approved modifications.
13. The Shareholders Meeting decided unanimously to grant the authorization, according to article 23, par. 1, of Regulatory Law 2190/1920, to members of the Board of Directors and to company?s executives to participate in the management or the administration of companies belonging to the company group, which pursue the same or similar purposes.