Annual General Meeting Resolutions
The Annual General Meeting of the Shareholders, which was held today, Thursday the 15th June 2017, in Athens, at the Hilton hotel, at the “Galaxy” hall, was lawfully attended by 53 shareholders representing 57,194,125 common registered shares of a total of 79,721,775 common registered shares and there was a 71.74% quorum of the paid-up Company Share Capital.
The Meeting discussed and took decisions on all items of the agenda, as follows:
1. Approval of the Financial Statements pertaining to the fiscal year starting on 1 January 2016 and ending on 31 December 2016, together with the relevant Reports of the Board of Directors and the Certified Auditors.
The Company's Financial Statements for the fiscal year starting on January 1st, 2016 and ending December 31st, 2016 along with the Board of Directors and the Auditors' Reports were approved.
FOR |
57,194,125 |
shares |
(100.00%) |
AGAINST |
0 |
shares |
(0.00%) |
ABSTAIN |
0 |
shares |
(0.00%) |
2. Discharge of the Board of Directors and the Certified Auditors from all liability for the fiscal year from 01 January 2016 to 31 December 2016.
The members of the Board of Directors and the Certified Auditors were discharged from all liability for the fiscal from 01 January 2016 to 31 December 2016.
FOR |
57,128,119 |
shares |
(99.88%) |
AGAINST |
66,006 |
shares |
(0.12%) |
ABSTAIN |
0 |
shares |
(0.00%) |
3. Appointment of Certified Auditors for the fiscal year from 01 January 2017 to 31 December 2017 and determination of their compensation.
Appointed to carry out the audit for the fiscal year from 01 January 2017 to 31 December 2017 was the Audit Company under the name “PRICEWATERHOUSECOOPERS S.A.”. Its remuneration for 2017 was approved for a total consideration of 100,000.00 euros.
FOR |
56,544,406 |
shares |
(98.86%) |
AGAINST |
493,728 |
shares |
(0.86%) |
ABSTAIN |
155,991 |
shares |
(0.27%) |
4. Approval of contracts and remunerations of the Directors pursuant to articles 23a and 24 of Codified Law 2190/1920.
The remuneration of the Directors pursuant to articles 23a and 24 of C.L. 2190/1920) was approved as follows:
Fiscal year 2016
- Remuneration of Executive Board Members, for a total amount of 829,342.00 euros.
- Remuneration of Board Members for the participation in Board Meetings, for a total gross amount of 160,000.00 euros.
Fiscal year 2017
Remunerations of Executive Board Members corresponding to the remunerations paid in fiscal year 2016, in accordance with the annual budget of the Company. Remunerations of Board Members for the participation in Board Meetings, of a total amount of up to 270,000.00 euros plus employers' social contributions in accordance with the social insurance legislation as in force.
FOR |
56,515,665 |
shares |
(98.81%) |
AGAINST |
649,719 |
shares |
(1.14%) |
ABSTAIN |
28,741 |
shares |
(0.05%) |
5. Acquisition of own shares pursuant to article 16 of Codified Law 2190/1920.
The acquisition of own shares pursuant to article 16 of Codified Law 2190/1920 was approved. More specifically, the Company will be entitled for a time period of up to twenty four (24) months from today, to acquire own shares that will not exceed the 10% of the total paid share capital throughout this period, at a minimum acquisition price equal to its nominal value, i.e. 0.30 euros per share and at a maximum acquisition price of 10.00 euros per share. For the calculation of the 10%, the already acquired shares that Company holds will be considered. Furthermore, the Board of Directors was authorized for the settlement of the special acquisition terms and any other relevant matter, within the framework of the law and the resolution of this General Meeting.
FOR |
57,194,125 |
shares |
(100.00%) |
AGAINST |
0 |
shares |
(0.00%) |
ABSTAIN |
0 |
shares |
(0.00%) |
6. Appointment of the Members of the Internal Audit Committee, pursuant to article 44 of L. 4449/2017.
The following Members of the Internal Audit Committee were appointed pursuant to article 44 of L. 4449/2017:
- Ulysses Kyriacopoulos, Independent non-executive member, Chairman of the Audit Committee
- Eftichios Vassilakis, Independent, non-executive member, Member of the Audit Committee
- Dimitrios Politis, Non-executive member, Member of the Audit Committee
- Chariton Kyriazis, Member of the Audit Committee
FOR |
56,929,853 |
shares |
(99.54%) |
AGAINST |
235,531 |
shares |
(0.41%) |
ABSTAIN |
28,741 |
shares |
(0.05%) |
7. Miscellaneous.
It was announced the election of Mr. Eftichios Vassilakis as a new independent, non-executive member of the Board of Directors in replacement of the resigned member, Mr. Achilleas Constantakopoulos.
The resume of the new member of the Board of Directors is posted on the Company's website www.lamdadev.com.
FOR |
43,304,518 |
shares |
(75.71%) |
AGAINST |
499,014 |
shares |
(0.87%) |
ABSTAIN |
13,390,593 |
shares |
(23.41%) |