Information on the Resolutions of the Annual Ordinary General Meeting of Shareholders of the company “JUMBO S.A.”
At the Annual Ordinary General Meeting of the Company’s Shareholders which was held on Thursday, May 5th, 2022 at 14.00, remotely in real-time via teleconference due to the extraordinary situation and within the preventive measures for the spread of covid- 19, attended in conformity with the law shareholders, representing 109.418.342 common registered shares of the total 136.059.759 common registered shares, equal to a percentage of 80,42% of the Company’s fully paid-up share capital.
The shareholders discussed and adopted the following resolutions regarding the items of the agenda:
1. The General Meeting approved the Annual Financial Report for the financial year from 01.01.2021 to 31.12.2021, which includes the annual separate and consolidated financial statements, the relevant Board of Directors’ statements and Statutory Auditors’ reports.
Shareholders or shareholders’ representatives representing in total 109.093.075 shares voted in favour or percentage 99,70% of the represented shares and votes, shareholders or shareholders’ representatives representing in total 112.132 voted against, or percentage 0,10% of the represented shares and votes while abstention reached the percentage of 0,19%, i.e. shareholders or shareholders’ representatives representing in total 213.135 shares declared abstention from voting.
2. The Chairman of the Audit Committee presented the report on the activities of the Audit Committee for the financial year from 01.01.2021 to 31.12.2021 to the shareholders of the Company.
3. The General Meeting approved the distributions in cash that took place within year 2021.
Shareholders or shareholders’ representatives representing in total 109.418.342 shares voted in favour or percentage 100,00% of the represented shares and votes.
4. The General Meeting approved and ratified of the decision of the Extraordinary General Meeting of the Company's shareholders, dated on 19.01.2022, for the extraordinary cash distribution to the Company’s shareholders of total amount of € 52.383.007,22, which is part of the extraordinary reserves from taxed and undistributed profits of total amount of € 59.300.000,00 of the fiscal years 01.07.2016-30.06.2017 and 01.07.2017-30.06.2018.
Shareholders or shareholders’ representatives representing in total 109.418.342 shares voted in favour or percentage 100,00% of the represented shares and votes.
5. The General Meeting approved and ratified of the decision of the Extraordinary General Meeting of the Company's shareholders, dated on 19.01.2022, for the increase of the number of the current Board of Directors with the election and addition of two new members, whose term will expire at the same time as the term of the other members and the appointment of an independent member in accordance with the applicable regulatory framework.
Shareholders or shareholders’ representatives representing in total 72.925.455 shares voted in favour or percentage 66,65% of the represented shares and votes, shareholders or shareholders’ representatives representing in total 36.350.601 voted against, or percentage 33,22% of the represented shares and votes while abstention reached the percentage of 0,13%, i.e. shareholders or shareholders’ representatives representing in total 142.286 shares declared abstention from voting.
6. The General Meeting approved the table of profit distribution from 01.01.2021 to 31.12.2021, which was drafted in accordance with the IFRS, and the non-distribution of dividends.
Shareholders or shareholders’ representatives representing in total 109.418.342 shares voted in favour or percentage 100,00% of the represented shares and votes.
7. The General Meeting approved the overall management of the Company made by the Board of Directors for the financial year from 01.01.2021 to 31.12.2021 in accordance with article 108 of Law 4548/2018 and the discharge of the Statutory Auditors for the financial year from 01.01.2021 to 31.12.2021 in accordance with article 117 par.1 (c) of Law 4548/2018.
Shareholders or shareholders’ representatives representing in total 108.580.215 shares voted in favour or percentage 99,23% of the represented shares and votes, shareholders or shareholders’ representatives representing in total 566.889 voted against, or percentage 0,52% of the represented shares and votes while abstention reached the percentage of 0,25%, i.e. shareholders or shareholders’ representatives representing in total 271.238 shares declared abstention from voting.
8. The General Meeting approved the fees to the members of the Company’s Board of Directors from the profits of the financial year from 01.01.2021 to 31.12.2021 within the meaning of article 109 of Law 4548/2018.
Shareholders or shareholders’ representatives representing in total 108.854.819 shares voted in favour or percentage 99,48% of the represented shares and votes, shareholders or shareholders’ representatives representing in total 563.523 voted against, or percentage 0,52 % of the represented shares and votes.
9. The General Meeting elected the Auditing Firm for audit of financial statements regarding the financial year from 01.01.2022 to 31.12.2022 and the determination of the relevant audit fees.
Shareholders or shareholders’ representatives representing in total 92.317.078 shares voted in favour or percentage 84,37% of the represented shares and votes, shareholders or shareholders’ representatives representing in total 17.101.264 voted against, or percentage 15,63% of the represented shares and votes.
10. The General Meeting approved the Remuneration Report for the financial year from 01.01.2021 to31.12.2021 in accordance with article 112 of Law 4548/2018.
Shareholders or shareholders’ representatives representing in total 102.710.077 shares voted in favour or percentage 93,87% of the represented shares and votes, shareholders or shareholders’ representatives representing in total 5.099.203 voted against, or percentage 4,66% of the represented shares and votes while abstention reached the percentage of 1,47%, i.e. shareholders or shareholders’ representatives representing in total 1.609.062 shares declared abstention from voting.
11. The General Meeting approved the acquisition of own shares to be cancelled
Shareholders or shareholders’ representatives representing in total 108.645.435 shares voted in favour or percentage 99,29% of the represented shares and votes, shareholders or shareholders’ representatives representing in total 350.423 voted against, or percentage 0,32% of the represented shares and votes while abstention reached the percentage of 0,39%, i.e. shareholders or shareholders’ representatives representing in total 422.484 shares declared abstention from voting.
The shareholders discussed and adopted the following resolutions regarding the items of the agenda:
1. The General Meeting approved the Annual Financial Report for the financial year from 01.01.2021 to 31.12.2021, which includes the annual separate and consolidated financial statements, the relevant Board of Directors’ statements and Statutory Auditors’ reports.
Shareholders or shareholders’ representatives representing in total 109.093.075 shares voted in favour or percentage 99,70% of the represented shares and votes, shareholders or shareholders’ representatives representing in total 112.132 voted against, or percentage 0,10% of the represented shares and votes while abstention reached the percentage of 0,19%, i.e. shareholders or shareholders’ representatives representing in total 213.135 shares declared abstention from voting.
2. The Chairman of the Audit Committee presented the report on the activities of the Audit Committee for the financial year from 01.01.2021 to 31.12.2021 to the shareholders of the Company.
3. The General Meeting approved the distributions in cash that took place within year 2021.
Shareholders or shareholders’ representatives representing in total 109.418.342 shares voted in favour or percentage 100,00% of the represented shares and votes.
4. The General Meeting approved and ratified of the decision of the Extraordinary General Meeting of the Company's shareholders, dated on 19.01.2022, for the extraordinary cash distribution to the Company’s shareholders of total amount of € 52.383.007,22, which is part of the extraordinary reserves from taxed and undistributed profits of total amount of € 59.300.000,00 of the fiscal years 01.07.2016-30.06.2017 and 01.07.2017-30.06.2018.
Shareholders or shareholders’ representatives representing in total 109.418.342 shares voted in favour or percentage 100,00% of the represented shares and votes.
5. The General Meeting approved and ratified of the decision of the Extraordinary General Meeting of the Company's shareholders, dated on 19.01.2022, for the increase of the number of the current Board of Directors with the election and addition of two new members, whose term will expire at the same time as the term of the other members and the appointment of an independent member in accordance with the applicable regulatory framework.
Shareholders or shareholders’ representatives representing in total 72.925.455 shares voted in favour or percentage 66,65% of the represented shares and votes, shareholders or shareholders’ representatives representing in total 36.350.601 voted against, or percentage 33,22% of the represented shares and votes while abstention reached the percentage of 0,13%, i.e. shareholders or shareholders’ representatives representing in total 142.286 shares declared abstention from voting.
6. The General Meeting approved the table of profit distribution from 01.01.2021 to 31.12.2021, which was drafted in accordance with the IFRS, and the non-distribution of dividends.
Shareholders or shareholders’ representatives representing in total 109.418.342 shares voted in favour or percentage 100,00% of the represented shares and votes.
7. The General Meeting approved the overall management of the Company made by the Board of Directors for the financial year from 01.01.2021 to 31.12.2021 in accordance with article 108 of Law 4548/2018 and the discharge of the Statutory Auditors for the financial year from 01.01.2021 to 31.12.2021 in accordance with article 117 par.1 (c) of Law 4548/2018.
Shareholders or shareholders’ representatives representing in total 108.580.215 shares voted in favour or percentage 99,23% of the represented shares and votes, shareholders or shareholders’ representatives representing in total 566.889 voted against, or percentage 0,52% of the represented shares and votes while abstention reached the percentage of 0,25%, i.e. shareholders or shareholders’ representatives representing in total 271.238 shares declared abstention from voting.
8. The General Meeting approved the fees to the members of the Company’s Board of Directors from the profits of the financial year from 01.01.2021 to 31.12.2021 within the meaning of article 109 of Law 4548/2018.
Shareholders or shareholders’ representatives representing in total 108.854.819 shares voted in favour or percentage 99,48% of the represented shares and votes, shareholders or shareholders’ representatives representing in total 563.523 voted against, or percentage 0,52 % of the represented shares and votes.
9. The General Meeting elected the Auditing Firm for audit of financial statements regarding the financial year from 01.01.2022 to 31.12.2022 and the determination of the relevant audit fees.
Shareholders or shareholders’ representatives representing in total 92.317.078 shares voted in favour or percentage 84,37% of the represented shares and votes, shareholders or shareholders’ representatives representing in total 17.101.264 voted against, or percentage 15,63% of the represented shares and votes.
10. The General Meeting approved the Remuneration Report for the financial year from 01.01.2021 to31.12.2021 in accordance with article 112 of Law 4548/2018.
Shareholders or shareholders’ representatives representing in total 102.710.077 shares voted in favour or percentage 93,87% of the represented shares and votes, shareholders or shareholders’ representatives representing in total 5.099.203 voted against, or percentage 4,66% of the represented shares and votes while abstention reached the percentage of 1,47%, i.e. shareholders or shareholders’ representatives representing in total 1.609.062 shares declared abstention from voting.
11. The General Meeting approved the acquisition of own shares to be cancelled
Shareholders or shareholders’ representatives representing in total 108.645.435 shares voted in favour or percentage 99,29% of the represented shares and votes, shareholders or shareholders’ representatives representing in total 350.423 voted against, or percentage 0,32% of the represented shares and votes while abstention reached the percentage of 0,39%, i.e. shareholders or shareholders’ representatives representing in total 422.484 shares declared abstention from voting.