Resolutions of the annual general meeting of the shareholders of FRIGOGLASS S.A.I.C. of 9 June 2006

The Annual General Meeting of the shareholders of FRIGOGLASS S.A.I.C. took place on 9 June 2006. Shareholders representing 29.603.980 shares, out of a total number of 40,000,000, i.e. 74% of the Company's share capital were present or represented and voted at the Meeting. The following matters on the Agenda were discussed and the following decisions were made:
1) The Management Report by the Board of Directors and the Report of the Company's Chartered Auditor-Accountant on the Company's Financial Statements and activities for the fiscal year 2005 (01.01.2005 - 31.12.2005) were submitted.
2) The Company's annual Financial Statements for the fiscal year 2005 (01.01.2005 - 31.12.2005) and the consolidated Financial Statements were submitted and approved.
3) The members of the Board of Directors and the Auditors of the Company were released from any liability for their activity during the fiscal year 2005 (01.01.2005 - 31.12.2005).
4) The remuneration of the members of the Board of Directors for their participation in the meetings of the Board of Directors and their services to the Company for the fiscal year 2005 (01.01.2005 - 31.12.2005) was approved and their remuneration for the fiscal year 2006 (01.01.2006 - 31.12.2006) was pre-approved.
5) PricewaterhouseCoopers were elected as Statutory Auditors for the fiscal year 2006 (1.1.2006 - 31.12.2006) and the Board of Directors was authorised to determine their fees.
6) The distribution of a dividend of EUR 0.20 per share was approved. Holders of shares at the closing of the Athens Exchange on 13 June 2006 will be entitled to receive the dividend. As of 14 June 2006, the Company's share will trade ex dividend. The distribution of dividend will commence on 21 June 2006.
7) The increase of the Company's share capital through the capitalisation of a portion of the special reserve account "shares premium", by the amount of EUR 50,400,000, through the increase of the share's nominal value by EUR 1.26 per share, i.e. from EUR 1.00 to EUR 2.26 per share, was approved. Article 3, paragraph 1 of the Company's Articles of Association was amended accordingly.
8) The decrease of the Company's share capital by an equal amount, through the decrease of the nominal value of the share by EUR 1.26 per share, i.e. from EUR 2.26 to EUR 1.00 per share, in order to set-off losses resulting from the first application of International Financial Reporting Standards (Change of basis of accounting). Article 3, paragraph 1 of the Company's Articles of Association was amended accordingly.
9) It was resolved to codify the Company's Articles of Association in a single text.
10) Upon expiry of the term of the Board of Directors, a new Board of Directors was elected:
Mr Ioannis Androutsopoulos
Mr Charalambos David
Mr Evangelos Kalousis
Mr Loukas Komis
Mr Dimitrios Krontiras
Mr Christodoulos-Robert Leventis
Mr Dimitrios Lois
Ms Alexandra Papalexopoulou - independent non-executive director
Mr Vassilios Fourlis - independent non-executive director

The term of the above Board of Directors is three years and, in accordance with the Company?s Articles of Association, shall expire on the date of the Annual General Meeting to be held in 2009. All resolutions were taken unanimously.


Search
Toolbox
Market

Composite index

Calendar

FinancialCalendarPortlet

Asset Publisher