Jumbo’s Annual Ordinary General Meeting of Shareholders resolutions

At the Annual Ordinary General Meeting of the company’s shareholders which was held on Wednesday, December 3rd, 2008, 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 86 shareholders, representing 35.925.974 common shares of the total 60.617.358 common shares, equal to the percentage 59,26% of the Company’s paid-up share capital.


A. The shareholders discussed and adopted the following resolutions for the 8 first items of the agenda:


1. Submission for approval of the Annual Consolidated and Company Financial Statements of the fiscal period from 01.07.2007 to 30.06.2008, established in compliance with the International Accounting Standards. Submission for approval of the Consolidated Board of Director’s Management Report, the Explanatory Report of the Board of Directors according to the articles 11a of the Law 3371/2005 and the article 4 of the Law 3556/2007, the Notes on the Financial Statements and the relevant Audit Report of the chartered accountant.


It was decided by 35.870.738 votes, i.e. by a majority of 99,85% of the attending shares and votes, to approve the Annual Financial Statements, the Consolidated Board of Director’s Management Report and the relevant Audit Report.


2. Submission for approval of the Profits Distribution of the closing fiscal period from 01.07.2007 to 30.06.2008 and decision on the way and time of their distribution.


It was decided unanimously the distribution of a dividend of total amount € 24.246.943,20, ie. € 0,40 per share. Entitled to the dividend are those who will hold shares in our company at the close of the Athens Exchange session of Tuesday, 16.12.2008. As of Wednesday, 17.12.2008, the company’s shares will be negotiable without the right of the dividend. Payment of the dividend will be effected on Monday 29.12.2008. The dividend will be paid in accordance to the paragraph 5.5 of the ATHEX Regulation and the article 39 of the Regulation of the HELEX S.A.. Payment of the dividend will be made through “EFG Eurobank Ergasias S.A.”, as follows: a) to the operators (custodians- stockbrokers) of those shareholders entitled to receive the dividend provided they have been granted collection rights, b) to shareholders themselves via “EFG Eurobank Ergasias S.A.” network of branches, upon presentation of their ID card and the particulars of the DSS account, if their portfolio is held at the Central Securities Depository (now Hellenic Exchanges S.A.) or they have not granted or have revoked authorisation for their broker to collect the dividend. Dividends can be collected by a third party where, in addition to the above, an authorisation with full particulars of the beneficiary is submitted with the signature of the beneficiary having been authenticated by the police or other competent authority.


3. Release of the members of the Board of Directors and of the Auditor’s of the Company of any liability for compensation for their activity during the fiscal year from 01.07.2007 to 30.06.2008.


It was decided by 35.844.701.votes, i.e. by a majority of 99.77% of the attending shares and votes, to release of the members of the Board of Directors and of the Auditor’s of the Company of any liability for compensation for their activity during the fiscal year from 01.07.2007 to 30.06.2008. It should be noted that 81.273 shares (0,23% of the shares represented at the Meeting) were not entitled to participate in the voting as they were represented at the Meeting by members of the Board.


4. Election of a Regular and a Substitute Auditors for the financial year from 01.07.2008 to 30.06.2009 and determination of their fees.


It was decided unanimously the election of the company “Grant Thornton” with the ordinary auditor-accountant being Mr George Deligiannis son of Nicolaos (SOEL reg.no 15791) and Mr Panagiotis Christopoulos sun of Dimitrios (SOEL reg.no 28481) and the deputy auditor-accountant being Mr. Marios Lassanianos son of Konstantinos (SOEL reg.no 25101) and Mr. Makris Ioannis son of Theodorou (SOEL reg.no 28131), to audit the Company’s financial statements and the Group’s consolidated financial statements for the financial year 1.7.2008 to 30.6.2009 and to set their fee according to the relevant law.


5. Final approval of the Board of Directors fees for the fiscal period from 01.07.2007 to 30.06.2008.


It was decided unanimously, to finally approve the gross fees of the members for the fiscal period from 01.07.2007 to 30.06.2008: a) The Chairman and the CEO Mr Evangelos-Apostolos Vakakis € 363.000,00, b) the Acting Vice-President Mr. Evangelos Papaevangelou (Dimitrios) € 213.360,00 and c) to each non-executive members of the BoD (Paraskevi Kavoura, Georgios Katsaros, Dimitrios Skaleos) for their participation to the sessions of the BoD the amount of € 15.246,00.


6. Preliminary approval of the Board of Directors fees for the fiscal period from 01.07.2008 to 30.06.2009.


It was decided unanimously, to pre- approve the gross fees of certain members for the fiscal period from 01.07.2008 to 30.06.2009: a) The Chairman and the CEO Mr Evangelos-Apostolos Vakakis € 417.450,00, b) the Acting Vice-President Mr. Evangelos Papaevangelou (Dimitrios) € 245.365,00 and c) to each non-executive members of the BoD (Paraskevi Kavoura, Georgios Katsaros, Dimitrios Skaleos) for their participation to the sessions of the BoD the amount of € 17.533,00. The above fees are subject of the final approval of the following Regular General Meeting, which will take place at the second half of 2009.


7. Share Capital Increase at the amount of € 84.864.301,20 with the capitalisation of extraordinary reserves, a) of previous financial years extraordinary reserves, amount of € 54.555.622,20 and b) part of the extraordinary reserve of the fiscal year 2007/2008 amount of € 30.308.679 which is included to the account “retained earnings” of the published Financial Results according to IFRS . The Share Capital increase will be accomplished with the issuance of 60.617.358 new bonus shares, of nominal value € 1.40 each. Amendment of the Company’s Article of Association (article 5 par A’) regarding the share capital.


It was decided unanimously to approve: a) the Share Capital Increase at the amount of € 84.864.301,20 with the capitalisation of extraordinary reserves, aa) of previous financial years extraordinary reserves, amount of € 54.555.622,20 and bb) part of the extraordinary reserve of the fiscal year 2007/2008 amount of € 30.308.679 which is included to the account “retained earnings” of the published Financial Results according to IFRS . The Share Capital increase will be accomplished with the issuance of 60.617.358 new bonus shares, of nominal value € 1.40 each and b) to approve the relevant amendment of the Company’s Article of Association (article 5 par A’). After the Share Capital Increase the company’s capital reaches the amount of € 169.728.602,40 and is divided to 121.234.716 common shares of nominal value € 1.40 each.


8. Decision of the Shareholder’s General Meeting regarding the distribution of information by the Company to the Shareholders through electronic media (article 18 of the Law 3556/2007).


It was decided unanimously, to approve the distribution of information by the Company to the Shareholders through electronic media (article 18 of the Law 3556/2007).


B. Due to failure to obtain the qualified 2/3 majority of the paid-up share capital required by law and the Articles of Association, discussion and the taking of decisions on Item 9 on the agenda: “Amendment of the Company’s Articles of Association, addition of the article 33a, amendment of the articles 5 par B’, 6,11,13,14,21,22,23,27,32,33,34,35,36,38 and 39 in order to adjust them to the provisions of the Law 3604/2007, which has reformed the Law 2190/1920” was postponed.

The discussion and resolution of the above item will take place according to the decision of the Board of Directors dated 27.10.2008 without any new invitation being published at the company’s offices in 9, Kyprou & Hydras Street, in Moschato, Attica:

At the 1st Repeated General Meeting, on Wednesday, December 17th, 2008, at 16:00, if there is a majority of 1/ 2 of the paid-up share capital. In case of failure to obtain the qualified majority:

At the 2nd Repeated General Meeting on Tuesday, December 30th, 2008, at 16:00, if there is a majority of 1/ 5 of the paid-up share capital.