Annual General Meeting Resolutions- November 8th, 2017
At the Annual Ordinary General Meeting of the company’s shareholders which was held on Wednesday, November 8th, 2017, at 16:00, at the company’s headquarters at Cyprus street 9 and Idras of Mochato, Attica, attended in conformity with the law either in person or by proxy 548 shareholders, representing 114.576.233 common shares of the total 136.059.759 common shares, equal to the percentage 84,21% of the Company’s paid-up share capital. The shareholders discussed and adopted the following resolutions for the 8 items of the agenda:
1. The Meeting approved the Separated and Consolidated Annual Financial Statements for the financial year from 01.07.2016 to 30.06.2017, which were prepared in accordance with International Accounting Standards, along with the relevant Board of Directors’ and Explanatory Report that includes the information under paragraphs 2(c), 6, 7 and 8 of Article of 4, Law 3556/2007, Article 43a paragraph 3, Article 107 paragraph 3 and Article 136 par.2 of Law 2190/1920 and the decision of the Hellenic Market Committee 7/448/11.10.2007 Article 2, the consolidated and the Separate Financial Statements as at 30.06.2017, the Notes to the Financial Statements for the relevant fiscal year as prescribed by the International Financial Reporting Standards as well as the relevant independent auditor’s report. Finally, the Corporate Governance Statement according to Law 3873/2010 and the non-financial information under the L.4403 / 07.07.2016 were also included.
114.217.050 shares voted in favour or percentage 99,69% of the represented shares and votes, 205.676 shares voted against, or percentage 0,18% of the represented shares and votes and 153.507 shares or percentage 0,13% of the represented shares declared abstention from voting.
2. The Meeting approved a) the Distribution of the profits for the fiscal year 01.07.2016 to 30.06.2017 of the company and the distribution of dividend from the earnings of the fiscal year from 1.7.2016 to 30.06.2017 and b) payment of fees to certain Members of the Board of Directors from the profits of the aforementioned accounting period in the meaning of article 24 of C.L. 2190/1920.
a) 114.576.233 shares voted in favour or percentage 100% of the represented shares and votes.
b) 86.179.713 shares voted in favour or percentage 75,22% of the represented shares and votes, 23.710.250 shares voted against, or percentage 20,69% of the represented shares and votes and 4.686.270 shares or percentage 4,09% of the represented shares declared abstention from voting.
3. The Meeting approved the release of the Members of the Board of Directors and of the Company’s Independent Auditors and Accountants from any liability for damages in connection with the management of the fiscal year of 1.7.2016 - 30.6.2017, in accordance to the article 35 of the L. 2190/1920.
114.342.365 shares voted in favour or percentage 99,80% of the represented shares and votes, 80.361 shares voted against, or percentage 0,07% of the represented shares and votes and 153.507 shares or percentage 0,13% of the represented shares declared abstention from voting.
4. The Meeting elected the auditing Firm for auditing the financial statements of the current fiscal year from 1.7.2017 to 30.6.2018 and determination of their fee.
111.381.178 shares voted in favour or percentage 97,21% of the represented shares and votes and 3.195.055 shares voted against, or percentage 2,79% of the represented shares and votes.
5. The Meeting elected the new Board of Directors with a two-year term.
83.689.539 shares voted in favour or percentage 73,04% of the represented shares and votes, 29.151.756 shares voted against, or percentage 25,44% of the represented shares and votes and 1.734.938 shares or percentage 1,51% of the represented shares declared abstention from voting.
6. The Meeting elected the new Audit Committee, in accordance to the article 44 of the L.4449/2017.
95.379.888 shares voted in favour or percentage 83,25% of the represented shares and votes and 19.196.345 shares voted against, or percentage 16,75% of the represented shares and votes.
7. Approved, in provision of a special permission of the General Assembly of Shareholders of the Article 23a, par. 2, CL. 2190/1920 in respect of singing the agreement on rendering legal services between the company and the newly established law firm "Ι. ECONOMOU & Associates Law Firm", directed by the senior partner, Mr. Ioannis Economou, who is an Executive Member, Vice Chairman of the Board of Directors and Legal Advisor of the Company.
67.557.277 shares voted in favour or percentage 58,96% of the represented shares and votes, 25.551.853 shares voted against, or percentage 22,30% of the represented shares and votes and 21.467.103 shares or percentage 18,74% of the represented shares declared abstention from voting.
8. Approved the issuance of Convertible Bond Loan up to the amount of two hundred and fifty million euro (250.000.000,00), in compliance with Article 3a, Codified Law 2190/1920. 2190/1920, and Article 8, Law 3156/2003, with bonds convertible into common registered shares of the Company, through abolishing the preference right of the old shareholders. Provide authorization to the Company's Board of Directors (with the right to provide further authorization to its members or third parties) for holding further negotiations and specification of the terms of the CBL issue, including but not limited to: a) loan maturity, b) number of convertible bonds, c) nominal value of the bonds, d) timing and method of exercising options and conversion option; and e) other terms of the bond loan.
98.546.150 shares voted in favour or percentage 86,01% of the represented shares and votes and 16.030.083 shares voted against, or percentage 13,99% of the represented shares and votes.
1. The Meeting approved the Separated and Consolidated Annual Financial Statements for the financial year from 01.07.2016 to 30.06.2017, which were prepared in accordance with International Accounting Standards, along with the relevant Board of Directors’ and Explanatory Report that includes the information under paragraphs 2(c), 6, 7 and 8 of Article of 4, Law 3556/2007, Article 43a paragraph 3, Article 107 paragraph 3 and Article 136 par.2 of Law 2190/1920 and the decision of the Hellenic Market Committee 7/448/11.10.2007 Article 2, the consolidated and the Separate Financial Statements as at 30.06.2017, the Notes to the Financial Statements for the relevant fiscal year as prescribed by the International Financial Reporting Standards as well as the relevant independent auditor’s report. Finally, the Corporate Governance Statement according to Law 3873/2010 and the non-financial information under the L.4403 / 07.07.2016 were also included.
114.217.050 shares voted in favour or percentage 99,69% of the represented shares and votes, 205.676 shares voted against, or percentage 0,18% of the represented shares and votes and 153.507 shares or percentage 0,13% of the represented shares declared abstention from voting.
2. The Meeting approved a) the Distribution of the profits for the fiscal year 01.07.2016 to 30.06.2017 of the company and the distribution of dividend from the earnings of the fiscal year from 1.7.2016 to 30.06.2017 and b) payment of fees to certain Members of the Board of Directors from the profits of the aforementioned accounting period in the meaning of article 24 of C.L. 2190/1920.
a) 114.576.233 shares voted in favour or percentage 100% of the represented shares and votes.
b) 86.179.713 shares voted in favour or percentage 75,22% of the represented shares and votes, 23.710.250 shares voted against, or percentage 20,69% of the represented shares and votes and 4.686.270 shares or percentage 4,09% of the represented shares declared abstention from voting.
3. The Meeting approved the release of the Members of the Board of Directors and of the Company’s Independent Auditors and Accountants from any liability for damages in connection with the management of the fiscal year of 1.7.2016 - 30.6.2017, in accordance to the article 35 of the L. 2190/1920.
114.342.365 shares voted in favour or percentage 99,80% of the represented shares and votes, 80.361 shares voted against, or percentage 0,07% of the represented shares and votes and 153.507 shares or percentage 0,13% of the represented shares declared abstention from voting.
4. The Meeting elected the auditing Firm for auditing the financial statements of the current fiscal year from 1.7.2017 to 30.6.2018 and determination of their fee.
111.381.178 shares voted in favour or percentage 97,21% of the represented shares and votes and 3.195.055 shares voted against, or percentage 2,79% of the represented shares and votes.
5. The Meeting elected the new Board of Directors with a two-year term.
83.689.539 shares voted in favour or percentage 73,04% of the represented shares and votes, 29.151.756 shares voted against, or percentage 25,44% of the represented shares and votes and 1.734.938 shares or percentage 1,51% of the represented shares declared abstention from voting.
6. The Meeting elected the new Audit Committee, in accordance to the article 44 of the L.4449/2017.
95.379.888 shares voted in favour or percentage 83,25% of the represented shares and votes and 19.196.345 shares voted against, or percentage 16,75% of the represented shares and votes.
7. Approved, in provision of a special permission of the General Assembly of Shareholders of the Article 23a, par. 2, CL. 2190/1920 in respect of singing the agreement on rendering legal services between the company and the newly established law firm "Ι. ECONOMOU & Associates Law Firm", directed by the senior partner, Mr. Ioannis Economou, who is an Executive Member, Vice Chairman of the Board of Directors and Legal Advisor of the Company.
67.557.277 shares voted in favour or percentage 58,96% of the represented shares and votes, 25.551.853 shares voted against, or percentage 22,30% of the represented shares and votes and 21.467.103 shares or percentage 18,74% of the represented shares declared abstention from voting.
8. Approved the issuance of Convertible Bond Loan up to the amount of two hundred and fifty million euro (250.000.000,00), in compliance with Article 3a, Codified Law 2190/1920. 2190/1920, and Article 8, Law 3156/2003, with bonds convertible into common registered shares of the Company, through abolishing the preference right of the old shareholders. Provide authorization to the Company's Board of Directors (with the right to provide further authorization to its members or third parties) for holding further negotiations and specification of the terms of the CBL issue, including but not limited to: a) loan maturity, b) number of convertible bonds, c) nominal value of the bonds, d) timing and method of exercising options and conversion option; and e) other terms of the bond loan.
98.546.150 shares voted in favour or percentage 86,01% of the represented shares and votes and 16.030.083 shares voted against, or percentage 13,99% of the represented shares and votes.