Announcement – Resolutions of the Ordinary General Meeting of Shareholders
"MARFIN INVESTMENT GROUP HOLDINGS S.A." hereby announces that the Company's Ordinary General Meeting of Shareholders was held on 29.6.2012 and attended in person or by proxy by 108 shareholders who represented 202,908,559 shares, i.e. 26.34 % of the Company's share capital. During the General Meeting the items on the Agenda were discussed and resolved as follows:
Item 1: Submission and approval of the Individual and Consolidated Annual Financial Statements of the fiscal year 2011 and relevant Reports of the Board of Directors and Chartered Accountants-Auditors.) – It was resolved that the Individual and Consolidated Annual Financial Statements of fiscal year 2011, and the relevant Reports of the Board of Directors and Chartered Accountants-Auditors be approved.
For: 202,908,459 votes, i.e. percentage 99.99995% of the represented share capital.
Against: 100 votes, i.e. percentage 0.00005% of the represented share capital.
Abstinance: 0
Item 2: Discharge of Board members and of Chartered Accountants – Auditors from any liability for indemnity in respect of the affairs of fiscal year 2011. – It was resolved that the Board members and Chartered Accountants-Auditors be discharged from any liability for indemnity in respect of the company's affairs in fiscal year 2011.
For: 202,875,952 votes, i.e. percentage 99.98393% of the represented share capital.
Against: 32,607 votes, i.e. percentage 0.01607% of the represented share capital.
Abstinance : 0
Item 3: Election of Chartered Accountants - Auditors for fiscal year 2012. – As ordinary auditors of the Company for the fiscal year 2012 were appointed Mr. Manolis Mihalios and Mr. Vaseilios Kazas and as substitute auditors were appointed Mr. Sotirios Konstantinou and Mr. Ioannis Leos of Grant Thornton S.A.
For: 172,007,519 votes, i.e. percentage 84.77095% of the represented share capital.
Against: 29,343,763 votes, i.e. percentage 14.46157% of the represented share capital.
Abstinance: 1,557,277, i.e. percentage 0.76748% of the represented share capital.
Item 4: Submission and approval of the Nomination and Remuneration Committee's Report of Activities to the Ordinary General Assembly of the Shareholders – The Nomination and Remuneration Committee's Report of Activities was approved.
For: 196,108,936 votes, i.e. percentage 96.64892% of the represented share capital.
Against: 5,516,429 votes, i.e. percentage 2.71868% of the represented share capital.
Abstinance: 1,283,194, i.e. percentage 0.63240% of the represented share capital.
Item 5: Approval of the election of new Board members in replacement of resigned members. – The General Meeting approved (i) the appointment of Mr. Iskandar Safa as a new Member of the Board of Directors in replacement of Mr. Fotios Karatzenis who resigned, according to a resolution of the Board of Directors of the Company dated 1.12.2011 and (ii) the appointment of Messrs. Efthimios Bouloutas and George Koulouris in replacement of Messrs. Dennis Malamatinas and George Efstratiades, respectively, who resigned, according to a resolution of the Board of Directors of the Company dated 10.1.2012.
For: 202,724,223 votes, i.e. percentage 99.90915% of the represented share capital.
Against: 184,336 votes, i.e. percentage 0.09085% of the represented share capital.
Abstinance : 0
Item 6: Approval of contracts and remunerations in accordance with articles 23a and 24 of the codified law 2190/1920. – The remunerations paid to members of the Board during the previous fiscal year were approved in accordance with the provisions of article 24 para. 2 of codified law 2190/1920, as in force. Furthermore, remunerations to Board members for services to be provided in the current fiscal year were unanimously approved in advance as per the draft resolution published on the Company's website.
For: 202,908,459 votes, i.e. percentage 99.99995% of the represented share capital.
Against: 100 votes, i.e. percentage 0.00005% of the represented share capital.
Abstinance: 0
7th item: Transfer of the registered seat of the Company. Modification of article 2 (Registered Office – Branches) and subsequently of article 23 (Convocation of the Board of Directors) of the Article of Incorporation of the Company. – The General Meeting resolved on the transfer of the registered seat of the Company from theMunicipality ofAmaroussion, Attica, to theMunicipality ofKifissia,Attica. Furthermore, it resolved on the modification of articles 2 and 23 of the Articles of Incorporation of the Company as per the draft (modifications) published on the websites of Athens Exchange and the Company.
For: 202,908,559 votes, i.e. percentage 100% of the represented share capital.
Against: 0.
Abstinance: 0
8th item: Updating the General Meeting on the issuance of the new Convertible Bond Loan of the Company, which was resolved by the General Meeting of Shareholders on 15.6.2011 and 24.10.2011 and specified by the Board of Directors at its meeting held on 1.11.2011, pursuant to the provisions of Codified Law 2190/1920 and Law 3156/2003, as in force. Granting relevant approvals. - The discussion and deliberation on this item on the Agenda was not possible due to failure to attain the special quorum required by the Law (article 29 para. 3 of codified law 2190/1920) and the Company's Articles.
Item 9: Information with regard to the course of activities of the Company and its strategic planning. – The Company's Chief Executive Officer Mr. Efthimios Bouloutas updated the shareholders on the financial course of activities of the Company.
The 1st Reiterative Annual General Meeting which will take place on Thursday 12.7.2012, at 17:00 hours and at the same premises, pursuant to the relevant Notice of the Company's Board of Directors dated 1.6.2012, will deliberate and resolve on item 8 on the Agenda.