Announcement of Decisions of the Extraordinary General Meeting of the shareholders of UNIBIOS HOLDINGS S.A . Friday, February 18, 2022.

 

The Extraordinary General Meeting of the Shareholders of Unibios Holdings S.A. met today  at the headquarters of the company where it was legally invited. Shareholders holding 7,840,854 shares out of a total of 15,627,315 (percentage 50.17%) attended and  there was a legal quorum.

The Meeting unanimously decided to amend the company's statutory purpose in order to remove activities of the old Biossol, which have now been discontinued, and to highlight the new objective of Unibios Holdings, which is to  participate in companies and enterprises active in the field of Sustainable Development and the Green Economy. The production of electrical or thermal energy and participation in companies pursuing these purposes were also added to Unibios Statutory Purpose.

The meeting also decided to convert the company into an open-ended duration, to extend the share repurchase program and to renew the existing until recently authorization to the Board of Directors so that it can issue a bond loan convertible into shares of the company. In particular, the Assembly examined and took decisions on the following issues:

ITEM 1: Authorization to the Board of Directors in accordance with paragraph 1 subparagraph (b) of article 71 in conjunction with paragraph 1 subparagraph (b) of article 24 of Law 4548/2018 so that, for a period of five years, it has the right by decision, taken by a majority of at least two-thirds (2/3) of all its members,  to issue a bond loan with convertible bonds, for an amount that cannot exceed three times the currently deposited share capital, i.e. up to the amount of ¤14,064,583.50. The Board of Directors is also authorized to make them available by limiting or even abolishing the right of pre-emption in accordance with the provisions of paragraph 4 of article 27 of Law 4548/2018.

The President, after recalling that the relevant authorization received five years ago  expired on 30.12.2021, proposes the granting of the authority to the Board of Directors in accordance with paragraph 1 subparagraph (b) of article 71 in conjunction with paragraph 1 subparagraph (b) of article 24 of law 4548/2018 so that, for a period of five years, it has the right by decision,  taken by a majority of at least two-thirds (2/3) of all its members, to issue a bond loan with convertible bonds, for an amount that cannot exceed three times the currently deposited share capital, i.e. up to the amount of ¤14,064,583.50. Also, the Board of Directors to be authorized so that it can dispose of  the bonds with restriction or even abolition of the pre-emption right in accordance with the provisions of paragraph 4 of article 27 of law 4548/2018.

The General Assembly accepted the President's proposal by a majority of (100%)

The results of the vote were as follows:

VOTE	Shares	Percentage of Present Shareholders	Percentage of the Total Share Capital
FOR	7.840.854	100%	50,17%
AGAINST
ABSTENTION

 

ITEM 2.  Decision for the conversion of the Company into open-ended duration, Amendment of articles 4 and 33 of the Articles of Association.                                                                                                                                                    

The President said that the duration of the company had been set at 99 years since its establishment in 1940. It is already possible to convert the duration into an indefinite one. Also, with the conversion of the duration, the articles of association relating to it, i.e. the 4th and the 33rd, should be amended  . The President also presented the proposed amendments.

The General Assembly accepted the President's proposal by a majority of (100%)

The results of the vote were as follows:

VOTE	Shares	Percentage of Present Shareholders	Percentage of the Total Share Capital
FOR	7.840.854	100%	50,17%
AGAINST
ABSTENTION

 

 

ITEM 3.  Restatement of the company's objective in order to highlight as the main purpose of "UNIBIOS Holdings S.A." the participation in companies that are active  in the field of  Sustainable Development and the promotion of the green economy. Addition to the company's purpose of operating electrical  power or thermal power plants. Amendment of Article 3 of the Articles of Association.

The President said that it is now time to state clearly in the company's articles of association that its main purpose is to participate in companies active in the field of Sustainable Development and the Green Economy, while at the same time removing old activities of Biossol that have been completely abandoned  from the group.  The generation  of electricity or thermal energy and the participation in companies pursuing these activities should be added among the objectives of the company.

The General Assembly accepted the President's proposal by a majority of 100%)

The results of the vote were as follows:

VOTE	Shares	Percentage of Present Shareholders	Percentage of the Total Share Capital
HYPER	7.840.854	100%	50,17%
AGAINST
ABSTENTION

 

 

ITEM 4.  Amendment of articles 11, 18 and 31 of the Articles of Association and Codification of the Articles of Association.

The President stated that Articles 11, 18 and 31 of the Articles of Association concerning the composition of the Board of Directors, the obligations of members and the distribution of profits for the financial year require certain arrangements to improve the clarity of wording and to adapt them to the recent Law on Corporate Governance. It then reads out the drafts of the proposed changes.

The General Assembly accepted the President's proposal by a majority of (100%)

The results of the vote were as follows:

VOTE	Shares	Percentage of Present Shareholders	Percentage of the Total Share Capital
HYPER	7.840.854	100%	50,17%
AGAINST
ABSTENTION

 

ITEM 5: Decision on the establishment of a new share purchase program.

On the 5th issue, the President recalled that the duration of the previous authorisation  to  purchase own shares from  two years ago  has already expired and he proposes that the GM adopt a new decision that would allow the purchase of own shares up to 10% of the existing shares and with price limits from ¤ 0.01 to ¤ 1.93.   The duration of the program should be until 31.12.2022.  The General Assembly accepted the President's proposal by a majority of (100%) The results of the vote were as follows:

VOTE	Shares	Percentage of Present Shareholders	Percentage of the Total Share Capital
FOR	7.840.854	100%	50,17%
AGAINST
ABSTENTION

 

 

ITEM 6: Information to shareholders on the progress of corporate affairs. Other Issues, Announcements.

The planned announcements were made to the General Meeting and a discussion with the shareholders followed.  The Chief Executive Officer talked about the evolution of current activities.  No vote took place.