The Eleventh (11th) Annual Ordinary General Meeting of the shareholders of Greek Organization of Football Prognostics S.A. (OPAP S.A.) took place on Wednesday, May 11th, 2011 at its headquarters, 62, Kifissou Str. 830 shareholders representing 223,482,833 shares, out of a total of 319,000,000 shares, i.e. 70.06% of the Company's share capital, were present or represented and voted at the Meeting.
The following items on the Agenda were discussed and accordingly the AGM decided to:
1st Item: Approve the Board of Directors Reports and Auditors Reports for the Annual Financial Statements of the Eleventh (11th) fiscal year 2010 (1st January 2010 to 31st December 2010).
2ndItem: Approve the Company's corporate and consolidated financial statements for the Eleventh (11th) fiscal year 2010 (1st January 2010 to 31st December 2010).
3rdItem: Approve the proposed by the BoD earnings distribution and decided upon the distribution of a total dividend for the fiscal year 2010 of 1.54 Euro per share, following a 21% dividend withholding tax. Following the distribution of the net interim dividend of 0.46 Euro per share paid in December 2010 upon decision of the BoD, the remaining dividend amounted to net 0.7566 Euro per share. Eligible to receive the remaining dividend are the registered on Wednesday, 18.05.2011 (record-date). As of Monday, 16.05.2011 the shares will be traded ex-dividend. The payment of the remainder dividend will commence on Monday, 23.05.2011 and will be processed through the National Bank of Greece.
4thItem: Discharge the members of the Board of Directors and the Auditors from any liability for indemnity with respect to the Eleventh (11th) fiscal year (1st January 2010 to 31st December 2010) and approved the administrative and representation acts of the Board of Directors.
5thItem: Approve the remuneration and the compensation payments to the members of the Board of Directors for their participation in the BoD for the Eleventh (11th) fiscal year (1st January 2010 to 31st December 2010).
6thItem: Preliminary approve the remuneration and the compensation payments to the members of the Board of Directors of the Company for the current Twelfth (12th) fiscal year (1st January 2011 to 31st December 2011), which were reduced by 20%, following the Hellenic Republic's proposal.
7th Item: Elect, following the Hellenic Republic's proposal, the Audit Firms "PricewaterhouseCoopers' "and "KPMG" as Certified Auditors to audit the Group's financial statements for the current Twelfth (12th) fiscal year (1st January 2011 to 31st December 2011) and also approved their remuneration. 8th Item: Ratify the election of new members of the Board of Directors of OPAP S.A. i.e.:
a) the executive member Mr. George Kyriakos as non-executive member of the Board (status change).
b) Mr. Alexios Sotiropoulos as new non-executive member of the Board, to replace Mrs. Efthalia Siamani, non-executive member of the Board, who resigned, for the remaining period of her term of office.
c) Mr. George Ganotis as executive member, to replace Mr. Haris Stamatopoulos, executive member and Chairman of the BoD, who resigned, for the remaining period of his term of office.
d) Mr. Periklis Venieris as new independent non-executive member of the Board, to replace Ms. Panagiota Papadopoulou, independent non-executive member of the Board, who resigned, for the remaining period of her term of office.
e) Mrs Efthymia Halatsi as new independent non-executive member of the Board, to replace Mr. Periklis Venieris, independent non-executive member of the Board, who resigned, for the remaining period of his term of office. 9th Item: Approve the appointment of the following members of the Audit Committee:
1) Mr. George Rallis, as Chairman of the Audit Committee
2) Mr. Dimosthenis Arhontidis, as member of the Audit Committee, and
3) Ms. Chryssi Hatzi, as member of the Audit Committee. 10th Item: Grand permission, pursuant to article 23, paragraph 1 of the C.L. 2190/1920, to members of the Board of Directors and Officers of the Company's Departments and Divisions to participate in Boards of Directors or in the management of Group's companies and their associate companies for the purposes set out in article 42e paragraph 5, of the C.L. 2190/1920.
11th Item: Amendment - harmonise of its Articles of Association according to L. 3873/2010 and L.3884/2010.
The breakdown of the votes for each resolution will be posted on the Company's website www.opap.gr in accordance with article 32, paragraph 1 of C.L. 2190/1920