FOURLIS S.A.

Resolution of the Annual General Meeting of the Shareholders of the company, held on 14.6.2013

Ladies and Gentlemen,

During the Ordinary General Meeting of the Shareholders of the company, which was held on 14.6.2013, present or represented in time, were shareholders owners of 25.242.072 shares out of 50.450.374 total number of shares (excluding the treasury stock shares) which is 50,03% of the shareholders, while there were not out of time shareholders.

 

The Ordinary General Meeting of Shareholders reached the following decisions:

SUBJECTS ON THE AGENDA

1.           Approval of the financial statements and the consolidated financial statements (Figures and information) together with the Annual Financial Report thereon prepared by the Board of Directors and the Chartered Accountants-Auditors for the period 1/1/2012 - 31/12/2012.

Required majority: 50% + 1 of the represented in the AGM votes.

Total number of valid votes: 25.242.072  or 100%  

Number of votes ‘For': 25.242.072 or 100%  

Number of votes ‘Against': 0 or 0%

Number of votes ‘Abstain': 0 or 0%

 

On behalf of the Board of Directors, the Chairman of the General Assembly submitted the following for approval by the General Assembly: the Annual Financial Statements, the Board of Directors Report for the Financial Year 2012, the Explanatory Board of Directors Report and the Independent Auditors Report for the period 01/01-31/12/2012.

The General Assembly approved the proposed subject.

 

2.           Discharge of the members of the Board of Directors and the Chartered Accountants-Auditors from any liability for compensation with regard to the Financial Statements and the administration of the Company or with regard to the consolidated Financial Statements of the Company for the period 1/1/2012 - 31/12/2012.

Required majority: 50% + 1 of the represented in the AGM votes.

Total number of valid votes: 25.242.072  or 100%  

Number of votes ‘For': 25.242.072 or 100%  

Number of votes ‘Against': 0 or 0%

Number of votes ‘Abstain': 0 or 0%

 

On behalf of the Board of Directors, the Chairman of the General Assembly submitted for approval the discharge of the members of the Board and the Independent Auditors that carried out the Financial Statements audit, of any liability for compensation for the financial year 2011.

The General Assembly approved the proposed subject.

 

3.           Election of ordinary and substitute Chartered Accountants-Auditors to audit the consolidated and the Company's financial statements for the period 1/1/2013 - 31/12/2013 and determination of their remuneration.

Required majority: 50% + 1 of the represented in the AGM votes.

Total number of valid votes: 25.242.072  or 100%  

Number of votes ‘For': 25.238.672 or 99,99%  

Number of votes ‘Against': 3.400 or 0,01%

Number of votes ‘Abstain': 0 or 0%

 

On behalf of the Board of Directors, the Chairman of the General Assembly submitted for approval the election of the chartered accountant-auditor company 'Ernst & Young' (ERNST & YOUNG (HELLAS) CERTIFIED AUDITORS ACCOUNTANTS SA) for the review of the financial statements of the Company for the financial year 2013.

On behalf of the said auditing and accounting company, Mrs. Sofia Kalomenidou with SOEL register number 13301 has been recommended as Chartered Accountant-Auditor and Mr. Christodoulos Seferis with SOEL register number 24431 as Substitute Chartered Accountant-Auditor.

Finally, the Chairman of the General Assembly also submitted for approval, to authorize the Board of Directors to define the Auditing Fees including the Auditing Report for 2013 and Financial Statements review (Company and Consolidated), up to the amount of 35.000,00 plus VAT.

The General Assembly approved the proposed subject.

 

4.           Approval of members of the Board of Directors' remuneration for the period 1/1/2012 - 31/12/2012 and preliminary approval of members of the Board of Directors' remuneration for the period 1/1/2013 - 31/12/2013.

Required majority: 50% + 1 of the represented in the AGM votes.

Total number of valid votes: 25.242.072  or 100%  

Number of votes ‘For': 25.242.072 or 100%  

Number of votes ‘Against': 0 or 0%

Number of votes ‘Abstain': 0 or 0%

 

In relation to the Board of Directors' remuneration for the financial year 2012 and the preliminary approval of their remuneration for the financial year 2013, the Chairman of the General Assembly submitted the following for approval:

a)  To approve the remuneration of € 427.999,59 paid for the financial year 2012 to its members.

b) To pre-approve the remuneration that has already been paid or will be paid in the financial year 2013 to the members of the Board of Directors to a maximum amount of € 424.300,00 and to authorize the Board of Directors of the Company to determine, within the context of the maximum amount, the exact remuneration amounts and the time of their disbursement.

The General Assembly approved the proposed subject.

 

5.           Change of the Company's registered seat, together with the relevant amendment in article 1 of the Articles of Association.

Required majority: 50% + 1 of the represented in the AGM votes.

Total number of valid votes: 25.242.072  or 100%  

Number of votes ‘For': 25.242.072 or 100%  

Number of votes ‘Against': 0 or 0%

Number of votes ‘Abstain': 0 or 0%

 

On behalf of the Board of Directors, the Chairman of the General Assembly submitted for approval the change of the Company's registered seat from Filothei-Psychiko to Amaroussio  municipality and more specifically building A, 18-20 Sorou str, together with the relevant amendment in article 1 of the Articles of Association.

The General Assembly approved the proposed subject.

Attachment