ΚΑΡΑΤΖΗ Α.Ε.

Resolutions of the Annual General Assembly of the Shareholders, which was held on the 17th of June 2017

Karatzis SA informs the investors that the Annual General Assembly of the Shareholders of the Company held on the 17th of June 2017 with a quorum of 85.29% (represented shares with voting rights: 12.520.134 out of 14.679.792) and the participation of 9 shareholders.

The General Assembly decided the following:

I. Unanimously it approved the annual financial statements for the period from 1/1 to 31/12/2016 and the relevant Reports and Declarations by the Board of Directors and the Auditors.

II. Unanimously it approved the distribution of profits for the fiscal year 2016, which provides for the distribution of a gross dividend of EUR 0.07 per share.

III. Unanimously it approved the discharge of the Board of Directors and the Auditors from any compensation liability on the Annual Financial Statements and management for the period 1-1 31/12/2016.

IV. Unanimously it approved the formation of special reserves amounting to EUR 298.899.93 from the retained earnings for the company's contribution to the investment plans of the company.

V. Unanimously it approved the Directors' remuneration for 2016 amounting to EUR 300,000.00 and preauthorized the amount of EUR 330,000.00 as Directors' remuneration for the period 1/1/2017 to 31/12/2017.

VI. Unanimously it elected the new Board of Directors consisting of: a) Karatzis Antonios, son of Miltiadis, b) Karatzi Athina, daughter of Charilaos, c) Karatzis Maria, daughter of Miltiadis, d) Archontakis Konstantinos, son of Leonidas, e) Kalathas Ilias, son of Anastasios, f) Antonakakis Eleftherios, son of Konstantinos, g) Papastefanakis Iason, son of Emmanuil, h) Zambetakis Fanourios, son of Michael, i) Veneris Georgios, son of Vasilios.
It determined that the term of office of the Board of Directors will be five years in accordance with the provision of Article 20 § 3 of the Articles of Association of the company and will therefore expire on 17 June 2022 with the possibility of extension until the regular General Assembly of the expiry year.
It appointed Antonakakis Eleftherios, son of Konstantinos as non-executive member and a) Papastefakis Iason, son of Emmanuil, b) Zambetakis Fanourios, son of Michael and c) Veneris Georgios, son of Vassilios as independent non-executive members, as these members meet the requirements of the law.

VII. Unanimously it appointed the audit committee of article 44 of Law 4449/2017, consisting of Papastefakis Iason, son of Emmanouil and Antonakakis Eleftherios, son of Konstantinos, non-executive members of the BoD with sufficient knowledge in the fields of activity of the company and Kotsifakis Alexandros, son of Panagiotis, who has demonstrated sufficient knowledge of accounting and auditing and fulfills the independence provisions of the L. 3016/2002.

VIII. Unanimously it elected the audit firm “Grand Thornton AE” for the regular and tax audit for the fiscal year 1/1-31/12/2017 and determined its remuneration to the € 34,000.00 plus VAT.

IX. Unanimously it approved the provision of corporate guarantee for the subsidiary KEN SA to the NATIONAL BANK OF GREECE, ALPHA BANK, PIRAEUS BANK and EUROBANK.

X. Unanimously, it approved the update of the decision of the General Assembly 58/26.5.2007, regarding the company's participation in the share capital increase of the subsidiary STELLA POLARIS KRETA SA by EUR 9.315.367,00.