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 9th, 2009, 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 105 shareholders, representing 75.389.239 common shares of the total 129.808.390 common shares, equal to the percentage 58,08% of the Company’s paid-up share capital.
A. The shareholders discussed and adopted the following resolutions for the 8 items of the agenda:
1. The Meeting approved by a majority of 75.228.687 of the votes represented or 99,79% the Annual Consolidated and Company Financial Statements of the fiscal period from 01.07.2008 to 30.06.2009, established in compliance with the International Accounting Standards. 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.
2. The Meeting approved unanimously the Distribution of Profits for the closing fiscal period from 01.07.2008 to 30.06.2009 and the distribution of a dividend of total amount EUR 27.883.984,68, ie. EUR 0,23 per share (121.234.716 shares). 10% dividend tax will be applied on dividend, therefore after tax dividend per share will be EUR 0,207. Beneficiaries of the dividend will be those investors, who will be registered in the DSS on 29.12.2009 (Record Date). From Wednesday 23.12.2009 our company shares will be negotiable at the Athens Stock Exchange without a consequent right to receive a dividend for the financial year 2008/2009. Payment of the dividend will be effected on Monday 04.01.2010. According to the term 8.3 of the Convertible Bond Loan the new 8.573.674 common nominal shares that where issued form the conversion of 4.081.093 bonds (on 08.09.2009), are eligible to dividend of the current financial year (01.07.2009-30.06.2010) in which the right of conversion was exercised, while they are not eligible to the dividend of the financial year ended at 30.6.2009.
3. The Meeting approved by a majority of 75.371.787 of the votes represented or 99,98% the 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 01.07.2008 to 30.06.2009.
4. The Meeting elected by a majority of 74.513.893 of the votes represented or 98,84% Grant Thornton” Election to audit the Company’s financial statements and the Group’s consolidated financial statements for the financial year 1.7.2009 to 30.6.2010 and to set their fee according to the relevant law.
5. The Meeting approved by a majority of 75.371.787 of the votes represented or 99,98% the fees of the Board of Directors for the fiscal period from 01.07.2008 to 30.06.2009.
6. The Meeting elected by a majority of 74.518.081 of the votes represented or 98,84% the new Board of Directors with term of service of two years constituted from 4 executive members, 1 non-executive member and 2 independent non- executive members.
7. The Meeting decided by a majority of 75.385.187 of the votes represented or 99,99% the constitution of Audit Committee according to the article 37 of the Law 3693/2008 by the three non executive members of the Board of Directors.
8. The Meeting preliminary approved by a majority of 75.371.787 of the votes represented or 99,98% the fees of the Board of Directors for the financial year from 01.07.2009 to 30.06.2010.