FRIGOGLASS S.A.I.C.
RESOLUTIONS OF THE ANNUAL GENERAL MEETING OF THE SHAREHOLDERS OF "FRIGOGLASS S.A.I.C." OF 31 May 2011
The Annual General Meeting of the shareholders of "FRIGOGLASS S.A.I.C." took place on 31 May 2011. 100 shareholders representing 30.301.419 shares, out of a total number of 40.362.635 shares corresponding to 75.07% of the Company?s total share capital were present or represented and voted at the Meeting. The following matters on the Agenda were discussed and the following decisions were taken:
1) The Management Report of the Board of Directors and the Report of the Company;s Chartered Auditor-Accountant on the Company's Financial Statements and activities for the fiscal year 2010 (1.1.2010 - 31.12.2010) were submitted and approved.
2) The Company's annual Financial Statements for the fiscal year 2010 (1.1.2010 - 31.12.2010) and the consolidated Financial Statements were submitted and approved.
3) The members of the Board of Directors and the Auditors of the Company were released from any liability for their activity during the year 2010 (1.1.2010 - 31.12.2010).
4) The remuneration of the members of the Board of Directors for their participation in the meetings of the Board of Directors and their services to the Company for the year 2010 (1.1.2010 - 31.12.2010) was approved and their remuneration for the year 2011 (1.1.2011 - 31.12.2011) was pre-approved.
5) PricewaterhouseCoopers was elected as Statutory Auditors for the fiscal year 2011 (1.1.2011 - 31.12.2011) and the Board of Directors was authorised to determine its fees.
6) Article 2 of the Company's Articles of Association was amended in order to bring its wording up to date and in order to include the glass business where the Company is also engaged.
7) Mr. Ioannis Androutsopoulos was appointed as independent non-executive member of the Board according to the provisions of law 3016/2002.
8) The Company's share capital increase for an amount of Euro 6.500.000 was approved through the capitalization of the share premium account and tax free reserves by increasing the nominal value of each share of the Company by Euro 0,161 per share, i.e. from Euro 0,30 to Euro 0,461 per share.
9) The Company's share capital decrease for an amount of Euro 6.500.000 was approved through the reduction of the nominal value of the shares of the Company by an amount of Euro 0,161 per share, i.e. from Euro 0,461 to Euro 0,30 per share, and return of an equal amount of capital to the shareholders in cash. The relevant authorizations were granted to the Board of Directors of the Company in relation to the return of the amount of capital reduction to the shareholders in cash, the ex-rights and record date, as well as the date of commencement of payment of the capital return.
10) The Company's share capital increase for an amount of Euro 3.027.197,63 was approved through the capitalization of tax free reserves by issuing and distributing to the shareholders of the Company of 10.090.659 new (bonus) shares.
11) The amendment of Article 3 of the Articles of Association of the Company, and the codification of the Articles of Association into a unified text were approved.
12) Amendments have been adopted to the existing stock option plans for executives of the Company and its affiliate companies, in accordance with article 13 par. 13 and 14 of Codified Law 2190/1920.
All resolutions were taken by majority.
1) The Management Report of the Board of Directors and the Report of the Company;s Chartered Auditor-Accountant on the Company's Financial Statements and activities for the fiscal year 2010 (1.1.2010 - 31.12.2010) were submitted and approved.
2) The Company's annual Financial Statements for the fiscal year 2010 (1.1.2010 - 31.12.2010) and the consolidated Financial Statements were submitted and approved.
3) The members of the Board of Directors and the Auditors of the Company were released from any liability for their activity during the year 2010 (1.1.2010 - 31.12.2010).
4) The remuneration of the members of the Board of Directors for their participation in the meetings of the Board of Directors and their services to the Company for the year 2010 (1.1.2010 - 31.12.2010) was approved and their remuneration for the year 2011 (1.1.2011 - 31.12.2011) was pre-approved.
5) PricewaterhouseCoopers was elected as Statutory Auditors for the fiscal year 2011 (1.1.2011 - 31.12.2011) and the Board of Directors was authorised to determine its fees.
6) Article 2 of the Company's Articles of Association was amended in order to bring its wording up to date and in order to include the glass business where the Company is also engaged.
7) Mr. Ioannis Androutsopoulos was appointed as independent non-executive member of the Board according to the provisions of law 3016/2002.
8) The Company's share capital increase for an amount of Euro 6.500.000 was approved through the capitalization of the share premium account and tax free reserves by increasing the nominal value of each share of the Company by Euro 0,161 per share, i.e. from Euro 0,30 to Euro 0,461 per share.
9) The Company's share capital decrease for an amount of Euro 6.500.000 was approved through the reduction of the nominal value of the shares of the Company by an amount of Euro 0,161 per share, i.e. from Euro 0,461 to Euro 0,30 per share, and return of an equal amount of capital to the shareholders in cash. The relevant authorizations were granted to the Board of Directors of the Company in relation to the return of the amount of capital reduction to the shareholders in cash, the ex-rights and record date, as well as the date of commencement of payment of the capital return.
10) The Company's share capital increase for an amount of Euro 3.027.197,63 was approved through the capitalization of tax free reserves by issuing and distributing to the shareholders of the Company of 10.090.659 new (bonus) shares.
11) The amendment of Article 3 of the Articles of Association of the Company, and the codification of the Articles of Association into a unified text were approved.
12) Amendments have been adopted to the existing stock option plans for executives of the Company and its affiliate companies, in accordance with article 13 par. 13 and 14 of Codified Law 2190/1920.
All resolutions were taken by majority.