ANNOUNCEMENT FOR THE DECISIONS OF THE GENERAL ASSEMBLY
PLAISIO COMPUTERS S.A. (hereafter “the Company”) announces that on Thursday May 23rd 2019 at 17:00, the annual Ordinary General Assembly took place at the Headquarters of the Company (Municipality of Elefsina, Magoula Attica, and Location Skliri - Exit 2 of the Attica Road). The Shareholders, who attended in person or by correspondent, representing 19.517.274 common shares and equal voting rights, or 88,41% of a total of 22.075.665 shares and equal voting rights of the Company.
The annual Ordinary General Assembly of the Company approved each of the following issues of the AssemblyΆs Agenda, according to article 133, par. 2 of the law 4548/2018, which have been uploaded to the legally registered website of the Company on G.E.MI (www.plaisio.gr).
Issue 1st: The stockholders unanimously approved the Financial Report of the Company and of the Group, that refers to the 30th corporate year ended on 31.12.2018 along with the Annual Financial Statements (of the Company and of the Group) of the relevant corporate year, as well as the relevant annual Reports of the Board of Directors and of the Auditors in the exact form they published and submitted to the registered website of the Company to G.E.MI., to the Athens Stock Exchange and the Hellenic Capital Market Commission.
Total number of shares for which valid votes were given: 19.517.274
Percentage of share capital: 88,41%
Total valid votes: 19.517.274
Votes for: 19.517.274
Votes against: 0
Abstention: 0
Issue 2nd: The stockholders unanimously approved the disposal of results of the year ended on 31.12.2018, as well as, the distribution of the results of the 30th corporate year of 2018 (01.01.2018-31.12.2018) and especially approved the proposition of distribution of dividend of total amount 1.545.296,55 Euro (gross amount), i.e. 0,07 Euro per share of the Company (gross amount) from which the tax of 10% will be withheld.
Eligible to the aforementioned dividend will be the shareholders that are registered in the Dematerialized Securities System (DSS) on Friday May 31st 2019 (record date).
The ex-dividend date is Thursday May 30th 2019 according to article 5.2 of the ATHEX Rulebook.
The payment of the dividend for the year 2018 will begin on Thursday, June 6th 2019 and will be paid according to the procedure ruled by the ATHEX Rulebook and the payment bank “Eurobank Ergasias S.A.”.
Simultaneously, the General Assembly authorized the BoD to act so that the above mentioned decision is executed regarding the distribution of dividend.
Total number of shares for which valid votes were given: 19.517.274
Percentage of share capital: 88,41%
Total valid votes: 19.517.274
Votes for: 19.517.274
Votes against: 0
Abstention: 0
Issue 3rd: The stockholders approved by majority the overall management of the Members of the Board of Directors and discharged of the CompanyΆs Auditors from all compensation liabilities regarding their activities during the 30th fiscal year ended 31.12.2018 (1.1.2018-31.12.2018), as well as for the current Annual Financial Statements.
Total number of shares for which valid votes were given: 19.517.274
Percentage of share capital: 88,41%
Total valid votes: 19.517.274
Votes for: 19.487.274
Votes against: 30.000
Abstention: 0
Issue 4th: The stockholders approved by majority after the relevant proposal-suggestion of the Audit Committee and of the Board of Directors the election of the Auditing Company “BDO Certified Public Accountants SA” (173) and more specifically Mrs. Olympia G. Barzou (21371) for the position of the Regular Auditor and Mrs. Maria A. Lymperi (52761) for the substitute auditor for the corporate year 2019 (01.01.2019-31.12.2019) for the auditing of the annual and semi-annual financial statements of the Company. This Auditing Company will also issue the relevant tax certificate for the financial year 2019, according to article 65A, of the law 4174/2013.
At the same time, the General Assembly by its decision empowered the Board of Directors of the Company to agree with the above-mentioned auditing company regarding with its remuneration for the auditing of the current financial year and also for issuing the relevant tax certificate. The acceptance of the quotation will be returned to the chosen auditing company within 5 days from its approval.
Total number of shares for which valid votes were given: 19.517.274
Percentage of share capital: 88,41%
Total valid votes: 19.517.274
Votes for: 19.486.058
Votes against: 31.216
Abstention: 0
Issue 5th: The stockholders approved by majority the approval of the remuneration policy according to the provisions of the articles 110 and 111 of c.l. 4548/2018 which describes the remuneration of the members of the Board of Directors of the Company, including the CEO, the executive and non-executive members and their Deputies, for four (4) years.
Total number of shares for which valid votes were given: 19.517.274
Percentage of share capital: 88,41%
Total valid votes: 19.517.274
Votes for: 19.359.557
Votes against: 37.458
Abstention: 120.259
Issue 6th: The stockholders by majority approved the remunerations of the members of the Board of Directors of the Company for their services in 2018, and determined and preapproved by majority their remunerations for the current fiscal year 2019 until the next annual Ordinary General Assembly which are in line with the remuneration policy of the Company.
Total number of shares for which valid votes were given: 19.517.274
Percentage of share capital: 88,41%
Total valid votes: 19.517.274
Votes for: 19.359.557
Votes against: 37.458
Abstention: 120.259
Issue 7th: The General Assembly provided by majority the consent, according to the provisions of the articles 98 par.1 of c.l. 4548/2018, to the members of BoD and to the management of the Company to act in line with the objectives of the Company and to participate in BoD and in the management of companies (existing or in future) of the Group that have similar objectives.
Total number of shares for which valid votes were given: 19.517.274
Percentage of share capital: 88,41%
Total valid votes: 19.517.274
Votes for: 19.515.979
Votes against: 1.295
Abstention: 0
Issue 8th: The General Assembly decided unanimously the approval of a stock repurchase plan of the Company according to the provisions of the article 49 of law 4548/2018. More specifically, the purchase within a period of twenty four (24) months from the date of the present resolution of a maximum number of 2.207.567 common registered shares, which correspond to a percentage of 10% of the total outstanding shares with voting rights of the Company as of today with a price range between (2,50 Euro) per share (minimum price) and (7,00 Euro) per share (maximum price). In addition the General Assembly unanimously decided the provision of the relevant authorizations towards the proper implementation of the aforementioned plan.
Total number of shares for which valid votes were given: 19.517.274
Percentage of share capital: 88,41%
Total valid votes: 19.517.274
Votes for: 19.517.274
Votes against: 0
Abstention: 0
Issue 9th: The General Assembly decided by majority the amendment of the articles 3, 6, 7, 8, 9, 10, 11, 15, 16, 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27, 28, 30, 31, 32, 33, 34, 35, 36, 37, 38, 39 and 40 of Association of the Company in an effort to align them with the new provisions of the existing regulatory framework and more specifically of article 123 par. 4 of l. 4548/2018.
Total number of shares for which valid votes were given: 19.517.274
Percentage of share capital: 88,41%
Total valid votes: 19.517.274
Votes for: 19.485.923
Votes against: 31.351
Abstention: 0
Issue 10th: Other issues and announcements were made from the BoD, regarding the results of the Company and a small audio-visual presentation was made.