Annual General Meeting Resolutions
At the Annual Ordinary General Meeting of the company's shareholders which was held on Wednesday, November 11th, 2013, at 16:00, at the company's headquarters at Cyprus street 9 and Idras of Mochato, Attica, attended in conformity with the law either in person or by proxy 388 shareholders, representing 106.510.610 common shares of the total 136.059.759 common shares, equal to the percentage 78,28% of the Company's paid-up share capital. The shareholders discussed and adopted the following resolutions for the 10 items of the agenda:
1. The Meeting approved and confirmed the by 12.12.2014 decision of the Extraordinary General Meeting of the company's shareholders on the distribution of an extraordinary dividend of total amount of € 24.490.756,62, which was part of extraordinary reserves from taxed and undistributed profits of total amount of € 64.997.338,00 concerning the fiscal year from 1.7.2012 to 30.6.2013.
106.510.610 shares voted in favour or percentage 100,00% of the represented shares and votes,.
2. The Meeting approved the Individual and Consolidated Annual Financial Statements for the accounting period from 01.07.2014 to 30.06.2015, which were prepared in accordance with International Accounting Standards, with the relevant Board of Directors' and Explanatory Report in accordance with the articles 11α L. 3371/2005, 4 L. 3556/2007 the Notes to the financial statements and the Independent Auditor's report.
106.329.222 shares voted in favour or percentage 99,83% of the represented shares and votes and 181.388 shares or percentage 0,17% of the represented shares declared abstention from voting.
3. The Meeting approved the Distribution of the profits for the fiscal year 01/07/2014 to 06/30/2015 of the company as follows: a. Non distribution of dividend from the earnings of the fiscal year from 1.7.2014 to 30.06.2015 and transfer at the retained earnings amount of EUR 26.482.141,48 to strengthen the capital structure of the company (which is reserved from the profits of the fiscal year of € 101.717.465,04 plus remaining amount of previous year's profits € 28.374.255,46 total € 130.091.720,50, after deducting the total amount of taxes of EUR 27.054.061,74, the statutory reserve of EUR 3.763.546,21 and the special reserve for future capitalization-distribution of € 72.791.971,07) and b. payment of fees to certain Members of the Board of Directors from the profits of the aforementioned accounting period in the meaning of article 24 of C.L. 2190/1920..
Regarding the non-distribution of a dividend 106.509.179 shares voted in favour or percentage 99,999% of the represented shares and votes or 72,28% of the total shares and votes and 1.431 shares or percentage 0,001% of the represented shares declared abstention from voting.
Regarding the payment of fees to certain Members of the Board of Directors from the profits of the aforementioned accounting period in the meaning of article 24 of C.L. 2190/1920 106.488.877 shares voted in favour or percentage 99,98% of the represented shares and votes and 21.733 shares voted against, or percentage 0,02% of the represented shares and votes.
4. The Meeting approved as of 07.09.2015 election of Mr. Nicholas Velissariou as a new member of the Board of Directors of the Company in replacement for the remaining term of the resigned member Mr. Victor-Haim Asser.
106.510.610 shares voted in favour or percentage 100,00% of the represented shares and votes.
5. The Meeting approved the release of the members the Board of Directors and the Auditors from any liability for compensation for the fiscal 1.7.2014 - 30.6.2015.
106.290.911 shares voted in favour or percentage 99,79% of the represented shares and votes, 16.961 shares voted against, or percentage 0,02% of the represented shares and votes and 202.738 shares or percentage 0,19% of the represented shares declared abstention from voting.
6. The Meeting elected the auditing firm, «GRANT THORΝTON CHARTERED ACCOUNTANTS MANAGEMENT CONSULTANTS S.A.» which will be responsible for the auditing of the Company's financial statements and the Group's consolidated financial statements for the financial year 1.7.2015 to 30.6.2016 and set their fee.
77.361.371 shares voted in favor or percentage 72,63% of the represented shares and votes, 26.491.119 shares voted against, or percentage 24,87% of the represented shares and votes and 2.658.120 shares or percentage 2,50% of the represented shares declared abstention from voting.
7. The Meeting approved the fees of the members of the Company's Board of Directors for the accounting period from 1.7.2014 to 30.6.2015 and specifically for the period from 1.7.2014 until 31.10.2014.
106.510.610 shares voted in favour or percentage 100,00% of the represented shares and votes.
8. Elected the new Board of Directors that consists of seven (7) members. More specifically they elected the following persons:
Evangelos-Apostolos Vakakis, Executive member.
Ioannis Economou, Executive member.
Calliopi Vernadaki, Executive member.
Evangelos Papaevangelou, Executive member.
Paraskevi Kavoura, Non-Executive Member.
Georgios Katsaros, independent non-executive member
Nicholas Velissariou, independent non-executive member
64.953.424 shares voted in favour or percentage 60,98% of the represented shares and votes, 41.369.582 shares voted against, or percentage 38,84% of the represented shares and votes and 187.604 shares or percentage 0,18% of the represented shares declared abstention from voting.
9. The shareholders appointed the members of the Audit Committee of the Board of Directors which consists of the following persons:.
Paraskevi Kavoura, Non-Executive Member.
Georgios Katsaros, independent non-executive member
Nicholas Velissariou, independent non-executive member
80.491.992 shares voted in favour or percentage 75,57% of the represented shares and votes and 26.018.618 shares voted against, or percentage 24,43% of the represented shares and votes.
10. Approval to amend the par. A' of the Article 4 of the Company's Articles of Association (purpose) to extend its scope. Wording of the statute in a single text.
105.502.029 shares voted in favour or percentage 99,05% of the represented shares and votes and 1.008.581 shares or percentage 0,95% of the represented shares declared abstention from voting.