ANNOUNCEMENT FOR THE DECISIONS OF THE GENERAL ASSEMBLY
PLAISIO COMPUTERS S.A. (hereafter “the Company”) announces that on Thursday June 25th 2020 at 17:00, the annual Ordinary General Assembly took place remotely in real-time via teleconference.
The Shareholders, who attended in person or by correspondent, representing 19.184.557 common shares and equal voting rights, or 86,90% 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
Assembly's 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 approved by majority, the Financial Report of the Company and of the Group, that refers to the 31st corporate year ended on 31.12.2019 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: 19.184.557
Percentage of share capital: 86,90%
Total valid votes: 19.184.557
Votes for: 19.184.057
Votes against: 0
Abstention: 500
Issue 2nd: The stockholders approved by majority, the disposal of results of the year ended on 31.12.2019, as well as, the distribution of the results of the 31st corporate year of 2019 (01.01.2019-31.12.2019) and especially approved the proposition of distribution of dividend of total amount 441.513,30 Euro (gross amount), i.e. 0,02 Euro per share of the Company (gross amount) from which the tax of 5% will be withheld.
Eligible to the aforementioned dividend will be the shareholders that are registered in the Dematerialized
Securities System (DSS) on Friday July 3rd 2020 (record date).
The ex-dividend date is Thursday July 2nd 2020 according to article 5.2 of the ATHEX Rulebook.
The payment of the dividend for the year 2019 will begin on Thursday, June 9th 2020 and will be paid according to the procedure ruled by the ATHEX Rulebook and the payment bank “Eurobank S.A.”.
Simultaneously, with this by majority decision of the General Meeting of Shareholders, 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: 19.184.557
Percentage of share capital: 86,90%
Total valid votes: 19.184.557
Votes for: 19.184.057
Votes against: 0
Abstention: 500
Issue 3rd: The stockholders approved by majority the overall management of the Members of the Board of Directors and discharged of the Company's Auditors from all compensation liabilities regarding their activities during the 31th fiscal year ended 31.12.2019 (1.1.2019-31.12.2019), as well as for the current Annual Financial Statements.
Total number of shares for which valid votes were given: 19.184.557
Percentage of share capital: 86,90%
Total valid votes: 19.184.557
Votes for: 19.184.057
Votes against: 0
Abstention: 500
Issue 4th: The stockholders approved by majority after the relevant proposal-suggestion of the Audit
Committee 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 2020 (01.01.2020 - 31.12.2020) 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 2020, 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: 19.184.557
Percentage of share capital: 86,90%
Total valid votes: 19.184.557
Votes for: 19.177.815
Votes against: 6.242
Abstention: 500
Issue 5th: Οn the one hand, the General Assembly approved by majority the fees, salaries, allowances and other benefits, which were paid to the members of the Board of Directors for the services provided by them to the Company during the previous corporate year 2019 (01.01.2019-31.12.2019), on the other hand, it approved by majority the fees that will be paid to the members of the Board of Directors during the current corporate year 2020 (01.01.2020-31.12.2020) and which are in line with the principles and rules of the approved Remuneration Policy, while providing the license for the advance payment of the above fees until the date of the next annual Ordinary General Meeting.
Total number of shares for which valid votes were given: 19.184.557
Percentage of share capital: 86,90%
Total valid votes: 19.184.557
Votes for: 19.177.815
Votes against: 6.242
Abstention: 500
Issue 6th: The General Assembly voted in favor of the Remuneration Report, which was conducted in accordance with the provisions of Article 112 of Law 4548/2018 and contains a comprehensive overview of all remuneration of the members of the Board of Directors, including the CEO (one and / or more), for the immediately preceding financial year.
Total number of shares for which valid votes were given: 19.184.557
Percentage of share capital: 86,90%
Total valid votes: 19.184.557
Votes for: 19.184.057
Votes against: 0
Abstention: 500
Issue 7th: The stockholders approved by majority the election of a new six-member Board of Directors with a five-year service duration, in accordance with Article 10 par. 3 of the Company's Articles of Association, ie with a service duration until 25th June 2025, extending up to the expiry date of the next Ordinary General Assembly. The following were elected as members of the new Board of Directors:
1) George Gerardos of Konstantinos
2) Konstantinos Gerardos of George
3) George Liaskas of Charilaos
4) Antiopi-Anna Mavros of Ioannis
5) Filippos Karagkounis of Anastasios and
6) Ilias Klis of Georgios
Simultaneously, the General Assembly appointed, by majority, as independent members of the Board of Directors, in accordance with the provisions of article 3 of law 3016/2002, as in force, Mr. Filippos Karagounis and Elias Klis, who meet the conditions of independence set by the current legal framework.
Total number of shares for which valid votes were given: 19.184.557
Percentage of share capital: 86,90%
Total valid votes: 19.184.557
Votes for: 19.157.922
Votes against: 26.135
Abstention: 500
Issue 8th: The stockholders decided by majority to elect a new three-member Audit Committee, in accordance with the provisions of Article 44 of Law 4449/2017, which is a Committee of the Board of Directors and consists of two (2) independent non-executive members of the Board of Directors within the meaning of the provisions of Article 4 of Law 3016/2002, and one (1) non-executive member thereof.
The service duration of the Audit Committee was decided to coincide with the term of the Board of Directors of the Company, which was elected by the present Ordinary General Assembly, i.e. five-year duration, extended until the expiration of the term within which the next Ordinary General Assembly must meet and until a decision is made.
Furthermore, by this majority decision, the General Assembly provided the Board of Directors with the authority to appoint persons to occupy the positions of members of the Company's Audit Committee, in accordance with the provisions of Article 44 of Law 4449/2017, as in force.
Finally, it was decided that the Chairman of the Audit Committee should be appointed by its members.
Total number of shares for which valid votes were given: 19.184.557
Percentage of share capital: 86,90%
Total valid votes: 19.184.557
Votes for: 19.157.922
Votes against: 26.135
Abstention: 500
Issue 9th: 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: 19.184.557
Percentage of share capital: 86,90%
Total valid votes: 19.184.557
Votes for: 19.184.057
Votes against: 0
Abstention: 500
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.