ANNOUNCEMENT FOR THE DECISIONS OF THE GENERAL ASSEMBLY
PLAISIO COMPUTERS S.A. (hereafter “the Company”) announces that on Tuesday May 22nd 2018 at 17:00, the annual Ordinary General Assembly took place at the Headquarters of the Company (Municipality of Elefsina, Magoula Attica, and Location Skliri - Exit 2 of the Attica Road). The Shareholders, who attended in person or by correspondent, representing 19.339.851 common shares and equal voting rights, or 87,61% 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 10 of the law 3884/2010, which have been uploaded to the legally registered website of the Company on G.E.MI (www.plaisio.gr).
Issue 1st: The stockholders unanimously approved the Financial Report of the Company and of the Group, that refers to the 29th corporate year ended on 31.12.2017 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: 19.339.851
Percentage of share capital: 87,61%
Total valid votes: 19.339.851
Votes for: 19.339.851
Votes against: 0
Abstention: 0
Issue 2nd: The stockholders unanimously approved the disposal of results of the year ended on 31.12.2017, as well as, the distribution of the results of the 29th corporate year of 2017 (01.01.2017-31.12.2017) and especially approved the proposition of distribution of dividend of total amount 1.545.296,55 Euro (gross amount), i.e. 0,07 Euro per share of the Company (gross amount) from which the tax of 15% will be withheld.
Eligible to the aforementioned dividend will be the shareholders that are registered in the Dematerialized Securities System (DSS) on Wednesday May 30th 2018 (record date).
The ex-dividend date is Tuesday May 29th 2018 according to article 5.2 of the ATHEX Rulebook.
The payment of the dividend for the year 2017 will begin on Tuesday, June 5th 2018 and will be paid according to the procedure ruled by the ATHEX Rulebook and the payment bank “Eurobank Ergasias S.A.”, according to the limitations regarding the cash withdrawals and the capital transfers which were imposed since 18.07.2015 (Government Gazette: A΄ 84/18.07.2015), as it is in force today.
Simultaneously, 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: 19.339.851
Percentage of share capital: 87,61%
Total valid votes: 19.339.851
Votes for: 19.339.851
Votes against: 0
Abstention: 0
Issue 3rd: The stockholders discharged by majority the Members of the Board of Directors and the Auditors of the Company from every liability and indemnification deriving from their activities during the 29th fiscal year ended on 31.12.2017 as well as for the Annual Financial Statements.
Total number of shares for which valid votes were given: 19.339.851
Percentage of share capital: 87,61%
Total valid votes: 19.339.851
Votes for: 19.309.851
Votes against: 30.000
Abstention: 0
Issue 4th: The stockholders approved by majority after the relevant proposal-suggestion of the Audit Committee and of the Board of Directors 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 2018 (01.01.2018-31.12.2018) 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 2018, 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: 19.339.851
Percentage of share capital: 87,61%
Total valid votes: 19.339.851
Votes for: 19.307.340
Votes against: 32.511
Abstention: 0
Issue 5th: The stockholders approved by majority the remunerations of the members of the Board of Directors of the Company for their services in 2017 (01.01.2017-31.12.2017), and determined and preapproved their remunerations for the current fiscal year 2018 (01.01.2018-31.12.2018) until the next annual Ordinary General Assembly.
Total number of shares for which valid votes were given: 19.339.851
Percentage of share capital: 87,61%
Total valid votes: 19.339.851
Votes for: 19.299.884
Votes against: 39.967
Abstention: 0
Issue 6th: The stockholders by majority granted the consent regarding the participation of the members of the BoD in Board of Directors or the management of affiliated companies or subsidiaries of the Group that have similar objectives to the ones of the Company according to article 23, par. 1 of the law 2190/1920.
Total number of shares for which valid votes were given: 19.339.851
Percentage of share capital: 87,61%
Total valid votes: 19.339.851
Votes for: 19.338.556
Votes against: 1.295
Abstention: 0
Issue 7th: The General Assembly announced to the General Assembly the election of the new Board Member in replacement of the resigned Member according to c.l. 2190/1920, and more specifically the election of Mr. Filippos Karagkounis of Anastasios in replacement for the rest of the service duration (i.e. 02.04.2020), of the resigned Independent, non-executive member Mr. Nikolaos Tsiros of Konstantinos. In parallel, the General Assembly unanimously approved the aforementioned election according to article 3 of c.l. 3016/2002 (as Mr. Karagkounis elected as Independent, non-executive Member), taking into consideration the fact that the elected temporary member fulfills the law prerequisites for independence.
Total number of shares for which valid votes were given: 19.339.851
Percentage of share capital: 87,61%
Total valid votes: 19.339.851
Votes for: 19.339.851
Votes against: 0
Abstention: 0
Issue 8th: The General Assembly decided by majority the appointment of the Audit Committee according to the provisions of article 44 of the c.l. 4449/2017, with the following composition: 1) Filippos Karagkounis of Anastasios, 2) Ilias Klis of Georgios and 3) Antiopi-Anna Mavros of Ioannis. All the members fulfil the law prerequisites (independency from the audited firm and extensive knowledge in accounting and auditing) and they have extensive knowledge in the Company¶s sector.
Total number of shares for which valid votes were given: 19.339.851
Percentage of share capital: 87,61%
Total valid votes: 19.339.851
Votes for: 19.338.635
Votes against: 1.216
Abstention: 0
Issue 9th: The General Assembly decided unanimously the expansion and supplementation of the Company¶s scope, in order to include more activities related to educational and training services and the conduction of seminars and speeches relating directly or indirectly with computer science and state-of-the-art technology products, robotics, software programming, multimedia, networks, telematics, the portal creation, the telecommunications, the social networks and their applications. Simultaneously, the General Assembly approved unanimously the amendment of Article 4 of the Company¶s Memorandum as it has been announced as a draft by the Company, according to article 27 par. 3, case (d) of the c.l. 2190/1920.
Total number of shares for which valid votes were given: 19.339.851
Percentage of share capital: 87,61%
Total valid votes: 19.339.851
Votes for: 19.339.851
Votes against: 0
Abstention: 0
Issue 10th: The General Assembly approved by majority to grant specific permission according to par. 2 article 23a of c.l. 2190/1920 for the conduction of services agreement for managerial and accounting support and a contract agreement for logistics services (3PL agreement) between the Company and the Societe Anonyme BULDOZA S.A. which is a company under Mr. Konstantinos Gerardos¶ interests and, as a result, it is an entity covered by par. 5 of article 23a of the c.l. 2190/1920.
Total number of shares for which valid votes were given: 19.339.851
Percentage of share capital: 87,61%
Total valid votes: 19.339.851
Votes for: 19.275.991
Votes against: 63.860
Abstention: 0
Issue 11th: Other issues and announcements were made from the BoD, regarding the results of the Company and a small audio-visual presentation was made.