Extraordinary General Meeting Resolutions 18.05.2016
At the Extraordinary General Meeting of the company’s shareholders which was held on Wednesday, May 18th, 2016, at 16:00, at the company’s headquarters at Cyprus street 9 and Idras of Moschato, Attica, attended in conformity with the law either in person or by proxy 506 shareholders, representing 112.671.630 common shares of the total 136.059.759 common shares, equal to the percentage 82,81% of the Company’s paid-up share capital. The shareholders discussed and adopted the following resolutions for the 5 items of the agenda:
1. The Meeting approved the submitted: a) the Merger Terms dated 05/04/2016 between the companies “JUMBO SOCIETE ANONYME” and “TANOCERIAN COMMERCIAL AND INVESTMENT S.A.” and b) the report of the Board of Directors on the above Merger Terms drafted pursuant to article 69§4 of law 2190/1920 and article 4.1.4.1.3 of the Athens Exchange Rulebook.
112.615.640 shares voted in favour or percentage 99,95% of the represented shares and votes and 55.990 shares or percentage 0,05% of the represented shares declared abstention from voting.
2. The Meeting approved the merger by absorption of the company “TANOCERIAN COMMERCIAL AND INVESTMENT S.A.” by the company “JUMBO SOCIETE ANONYME”, pursuant to the provisions of articles 69-77a of law 2190/1920 and articles 1-5 of law 2166/1993.
112.605.640 shares voted in favour or percentage 99,94% of the represented shares and votes and 65.990 shares or percentage 0,06% of the represented shares declared abstention from voting.
3. The Meeting approved the (i) increase of the share capital of the Company for an amount of €1.078.800, which is equal to the contributed share capital of the absorbed company, (ii) decrease of the share capital of the Company for an amount of €43.261.364,72, due to the cancellation of the 36.354.088 shares of the Company held by the absorbed company, of a par value of €1,19 each, (iii) increase of the share capital of the Company for an amount of €4.039,43 through the capitalization of reserves, for the purpose of rounding the par value of its new shares, (iv) amendment of article 5 (share capital) of the Company’s Articles of Association, (v) granting of authorization to the Board of Directors of the Company in order to decide on the fractional number of shares that will emerge from the distribution of shares within the context of the Merger in accordance with the applicable provisions of law.
112.615.640 shares voted in favour or percentage 99,95% of the represented shares and votes and 55.990 shares or percentage 0,05% of the represented shares declared abstention from voting.
4. Authorized the substitute Vice Chairman of the Board of Directors, Mr. Evangelos Papaevangelou, to execute before a notary public the Merger Agreement of the companies “JUMBO SOCIETE ANONYME” and “TANOCERIAN COMMERCIAL AND INVESTMENT S.A.” as well as any other document, petition or declaration required for the completion of the Merger. The Meeting further authorized the Board of Directors of the Company to decide on any supplementary matter required for the completion of the Merger, including any matter pertaining to the granting of any license by the Hellenic Capital Markets Committee and the Athens Exchange, the drafting and issuing of the document provided in article 4 of law 3401/2005 and the trading of the Company’s shares following the completion of the Merger as well as on any relevant matter.
112.615.640 shares voted in favour or percentage 99,95% of the represented shares and votes and 55.990 shares or percentage 0,05% of the represented shares declared abstention from voting.
5. Affirmed the decision of the Board of Directors dated 15/01/2016 regarding the election of Mrs. Sophia Vakaki as new executive member of the Board of Directors of the Company in replacement of the resigned Managing Director and member of the Board of Directors, Mrs. Kalliopi Vernadaki, for the remaining of her term, i.e. up to 11.11.2017, which may be extended up to the annual ordinary general meeting of the shareholders, which shall take place within the second semester of 2017.
79.176.110 shares voted in favour or percentage 70,27% of the represented shares and votes, 33.485.520 shares voted against, or percentage 29,72% of the represented shares and votes and 10.000 shares or percentage 0,01% of the represented shares declared abstention from voting.
1. The Meeting approved the submitted: a) the Merger Terms dated 05/04/2016 between the companies “JUMBO SOCIETE ANONYME” and “TANOCERIAN COMMERCIAL AND INVESTMENT S.A.” and b) the report of the Board of Directors on the above Merger Terms drafted pursuant to article 69§4 of law 2190/1920 and article 4.1.4.1.3 of the Athens Exchange Rulebook.
112.615.640 shares voted in favour or percentage 99,95% of the represented shares and votes and 55.990 shares or percentage 0,05% of the represented shares declared abstention from voting.
2. The Meeting approved the merger by absorption of the company “TANOCERIAN COMMERCIAL AND INVESTMENT S.A.” by the company “JUMBO SOCIETE ANONYME”, pursuant to the provisions of articles 69-77a of law 2190/1920 and articles 1-5 of law 2166/1993.
112.605.640 shares voted in favour or percentage 99,94% of the represented shares and votes and 65.990 shares or percentage 0,06% of the represented shares declared abstention from voting.
3. The Meeting approved the (i) increase of the share capital of the Company for an amount of €1.078.800, which is equal to the contributed share capital of the absorbed company, (ii) decrease of the share capital of the Company for an amount of €43.261.364,72, due to the cancellation of the 36.354.088 shares of the Company held by the absorbed company, of a par value of €1,19 each, (iii) increase of the share capital of the Company for an amount of €4.039,43 through the capitalization of reserves, for the purpose of rounding the par value of its new shares, (iv) amendment of article 5 (share capital) of the Company’s Articles of Association, (v) granting of authorization to the Board of Directors of the Company in order to decide on the fractional number of shares that will emerge from the distribution of shares within the context of the Merger in accordance with the applicable provisions of law.
112.615.640 shares voted in favour or percentage 99,95% of the represented shares and votes and 55.990 shares or percentage 0,05% of the represented shares declared abstention from voting.
4. Authorized the substitute Vice Chairman of the Board of Directors, Mr. Evangelos Papaevangelou, to execute before a notary public the Merger Agreement of the companies “JUMBO SOCIETE ANONYME” and “TANOCERIAN COMMERCIAL AND INVESTMENT S.A.” as well as any other document, petition or declaration required for the completion of the Merger. The Meeting further authorized the Board of Directors of the Company to decide on any supplementary matter required for the completion of the Merger, including any matter pertaining to the granting of any license by the Hellenic Capital Markets Committee and the Athens Exchange, the drafting and issuing of the document provided in article 4 of law 3401/2005 and the trading of the Company’s shares following the completion of the Merger as well as on any relevant matter.
112.615.640 shares voted in favour or percentage 99,95% of the represented shares and votes and 55.990 shares or percentage 0,05% of the represented shares declared abstention from voting.
5. Affirmed the decision of the Board of Directors dated 15/01/2016 regarding the election of Mrs. Sophia Vakaki as new executive member of the Board of Directors of the Company in replacement of the resigned Managing Director and member of the Board of Directors, Mrs. Kalliopi Vernadaki, for the remaining of her term, i.e. up to 11.11.2017, which may be extended up to the annual ordinary general meeting of the shareholders, which shall take place within the second semester of 2017.
79.176.110 shares voted in favour or percentage 70,27% of the represented shares and votes, 33.485.520 shares voted against, or percentage 29,72% of the represented shares and votes and 10.000 shares or percentage 0,01% of the represented shares declared abstention from voting.