DECISIONS OF THE ORDINARY GENERAL MEETING OF 30th JUNE 2017
EL.TECH. ANEMOS S.A.
DECISIONS OF THE ORDINARY GENERAL MEETING OF 30th JUNE 2017
The Ordinary General Meeting of EL.TECH. ANEMOS S.A. Shareholders, held on 30 June 2017, was attended by 16 shareholders (in person or by representative), representing 64,093,021 ordinary, registered, voting shares or 77.53% of the paid-up, voting share capital. Following the verification of the quorum, the Meeting discussed and decided for each and every one item of the agenda.
In particular, the Ordinary General Meeting decided the following:
With regard to item 1
It approved the Annual Financial Statements and the Annual Consolidated Financial Statements for the fiscal year ended on 31 December 2016, following the hearing and approval of the relevant reports of the Board of Directors and of the Certified Auditor-Accountant. In addition, it approved the non-distribution of dividend for the fiscal year 2016, as well as the carryover of the profit balance amounts (after the deduction of taxes), as follows:
a) The amount of Euro 515,427.29 to be carried in favor of the Company's regular reserves and
b) The rest of the period's profits (after the deduction of taxes) to be carried in the new fiscal year.
Number of shares for which votes have been validly cast: 64,093,021
Percentage of voting share capital: 77.53%
Number of validly cast votes: 64,093,021
Number of votes “in favor”: 64,093,021 (100% of present and represented votes) – Number of votes “against”: 0 – Number of votes withheld: 0
With regard to item 2
It released the members of the Board of Directors and the Certified Auditor-Accountant from all liability or compensation claims arising from the exercise of their duties for the fiscal year 2016, in accordance with article 35 of Codified Law 2190/1920.
Number of shares for which votes have been validly cast: 64,093,021
Percentage of voting share capital: 77.53%
Number of validly cast votes: 64,093,021
Number of votes “in favor”: 64,093,021 (100% of present and represented votes) – Number of votes “against”: 0 – Number of votes withheld: 0
With regard to item 3
It approved the payment of euro 125,000.00 for fees (remuneration) to members of the Board of Directors, pursuant to article 24 par. 2 of Codified Law 2190/1920, for fiscal year 2016. The above fees were pre-approved by the Ordinary General Meeting held on 24.06.2016. The aforementioned fees (remuneration) are subject to tax withholding, according to the provisions of the applicable tax legislation, and are also charged with legal stamp tax-duties.
In addition, the payment of euro 200,000.00 for fees (remuneration) to members of the Board of Directors, pursuant to article 24 par. 2 of Codified Law 2190/1920 for the fiscal year 2017, was pre-approved. The aforementioned fees (remuneration) are subject to tax withholding, according to the provisions of the applicable tax legislation, and are also charged with legal stamp tax-duties.
Number of shares for which votes have been validly cast: 64,093,021
Percentage of voting share capital: 77.53%
Number of validly cast votes: 64,093,021
Number of votes “in favor”: 64,093,021 (100% of present and represented votes) – Number of votes “against”: 0 – Number of votes withheld: 0
With regard to item 4
Following the proposal of the Audit Committee, it elected PricewaterhouseCoopers Audit Firm (PwC) for the audit of the Company and the Consolidated Financial Statements for fiscal year 2017. Upon the proposal of PwC, Mr. Fotios Smirnis has been assigned as Ordinary Certified Auditor-Accountant and Mr. Marios Psaltis as his alternate. Pw's fee was set at the amount of euro 87,000.00 plus VAT, according to article 18 of Law 2231/1994.
Number of shares for which votes have been validly cast: 64,093,021
Percentage of voting share capital: 77.53%
Number of validly cast votes: 64,093,021
Number of votes “in favor”: 64,093,021 (100% of present and represented votes) – Number of votes “against”: 0 – Number of votes withheld: 0
With regard to item 5
It authorized the Members of the Board of Directors and the Managers of the Company, to participate in Boards of Directors or in the management of affiliated and non-affiliated Companies, even if pursuing similar objectives.
Number of shares for which votes have been validly cast: 64,093,021
Percentage of voting share capital: 77.53%
Number of validly cast votes: 64,093,021
Number of votes “in favor”: 64,093,021 (100% of present and represented votes) – Number of votes “against”: 0 – Number of votes withheld: 0
With regard to item 6
It approved the contracts that have already been put in force within the meaning of article 32 of Law 4308/2014, which substituted article 42(e) par. 5 of Codified Law 2190/1920, and it authorized the Company to enter into, extend or renew contracts concluded between itself and its affiliates (as an affiliate is being described in article 32 of Law 4308/2014, which substituted article 42(e) par. 5 of Codified Law 2190/1920), under competitive terms as currently apply in the market for similar transactions.
Number of shares for which votes have been validly cast: 64,093,021
Percentage of voting share capital: 77.53%
Number of validly cast votes: 64,093,021
Number of votes “in favor”: 64,093,021 (100% of present and represented votes) – Number of votes “against”: 0 – Number of votes withheld: 0
With regard to item 7
It approved the Board of Directors Resolutions, dated 30.06.2016 and 31.12.2016, concerning the amendment of the use and of the timetable of the distribution of the funds raised by share capital increase, effected by virtue of the company's Extraordinary General Meeting dated 28.03.2014. Consequently the distribution program of the funds raised by said share capital increase, as reflected in the “Report for the distribution of the capitals raised by the share capital increase through payment in cash for the time period 18 July 2014 – 31 December 2016”, which makes part of company' “Annual Financial Statements for fiscal year 1 January 2016 – 31 December 2016”, is accordingly amended.
Number of shares for which votes have been validly cast: 64,093,021
Percentage of voting share capital: 77.53%
Number of validly cast votes: 64,093,021
Number of votes “in favor”: 64,093,021 (100% of present and represented votes) – Number of votes “against”: 0 – Number of votes withheld: 0
With regard to item 8
As the three-year term of the Board of Directors ended, it elected the new Board of Directors which has a three-year term, also, and consists of the following persons: Anastasios Kallitsantsis, Edouardos Sarantopoulos, Theodoros Sietis, Gerasimos Georgoulis, Apostolos Frangoulis, Panagiotis Mentzelopoulos, Theodoros Pantalakis (non-executive and independent member) and Dimitrios Hatzigrigoriadis (non-executive and independent member).
Number of shares for which votes have been validly cast: 64,093,021
Percentage of voting share capital: 77.53%
Number of validly cast votes: 64,093,021
Number of votes “in favor”: 64,093,021 (100% of present and represented votes) – Number of votes “against”: 0 – Number of votes withheld: 0
With regard to item 9
It elected, according to article 44 of Law 4449/2017, the new Audit Committee, which has a three-year term, and consists of the following persons: Chariton (Harry) Kyriazis (Audit Committee's Chairman), Theodoros Pantalakis and Dimitrios Hatzigrigoriadis.
Number of shares for which votes have been validly cast: 64,093,021
Percentage of voting share capital: 77.53%
Number of validly cast votes: 64,093,021
Number of votes “in favor”: 64,093,021 (100% of present and represented votes) – Number of votes “against”: 0 – Number of votes withheld: 0
With regard to item 10
No specific announcement was made.
Kifissia, 3rd July 2017
Decisions of the Ordinary General Meeting of 30th June 2017