ANNOUNCEMENT FOR THE DECISIONS OF THE GENERAL ASSEMBLY
PLAISIO COMPUTERS S.A. (hereafter “the Company”) announces that on Thursday April 2nd 2015 at 17:00, the annual Ordinary General Assembly took place at the Headquarters of the Company (Municipality of Elefsina, Magoula Attica, and Location Skliri - Exit 2 of the Attica Road). The Shareholders, who attended in person or by correspondent, representing 19.691.901 common shares and equal voting rights, or 89,18% of a total of 22.080.000 shares and equal voting rights of the Company.
The annual Ordinary General Assembly of the Company approved each of the following issues of the Assembly's Agenda, according to article 10 of the law 3884/2010, which have been uploaded the legally registered website of the Company on G.E.MI (www.plaisio.gr).
Issue 1st: The stockholders unanimously approved the Financial Report of the Company and of the Group, that refers to the 26th corporate year ended on 31.12.2014 along with the Annual Financial Statements (of the Company and of the Group) of the relevant corporate year, as well as the relevant annual Reports of the Board of Directors and of the Auditors in the exact form they published and submitted to the Supervisory and Regulatory authorities.
Total number of shares for which valid votes were given: 19.691.901
Percentage of share capital: 89,18%
Total valid votes: 19.691.901
Votes for: 19.691.901
Votes against: 0
Abstention: 0
Issue 2nd: The stockholders unanimously approved the disposal of results of the year ended on 31.12.2014, as well as, the distribution of the results of the 26th corporate year of 2014 (01.01.2014-31.12.2014) and especially approved the proposition of no distribution of any dividend to the shareholders of the Company from the profits of the corporate year 2014.
Total number of shares for which valid votes were given: 19.691.901
Percentage of share capital: 89,18%
Total valid votes: 19.691.901
Votes for: 19.691.901
Votes against: 0
Abstention: 0
Issue 3rd: The stockholders unanimously discharged the Members of the Board of Directors and the Auditors of the Company from every liability and indemnification deriving from their activities during the 26th fiscal year ended on 31.12.2014 as well as for the Annual Financial Statements.
Total number of shares for which valid votes were given: 19.691.901
Percentage of share capital: 89,18%
Total valid votes: 19.691.901
Votes for: 19.691.901
Votes against: 0
Abstention: 0
Issue 4th: The stockholders approved by majority after the relevant proposal-suggestion of the Audit Committee and of the Board of Directors the election of the Auditing Company “BDO Certified Public Accountants SA” (173) and more specifically Mr. Antonios Anastasopoulos (33821) for the position of the Regular Auditor and Mrs. Kleopatra Kalogeropoulou (36121) for the substitute auditor for the corporate year 2015 (01.01.2015-31.12.2015) for the auditing of the annual and semi-annual financial statements of the Company. This Auditing Company will also issue the relevant tax certificate, according to article 82, par. 5 of the law 2238/1994.
On the same time, the General Assembly by its decision empowered the Board of Directors of the Company to agree with the above-mentioned auditing company regarding with its remuneration for the auditing of the current financial year and also for issuing the relevant tax certificate. The fees for both these two services will not exceed the amount of 64.000,00 Euros plus tax, according to the relevant quotation of the Audit Company to the Company. The acceptance of the quotation will be returned to the chosen auditing company within 5 days from its approval.
Total number of shares for which valid votes were given: 19.691.901
Percentage of share capital: 89,18%
Total valid votes: 19.691.901
Votes for: 19.629.985
Votes against: 35.116
Abstention: 26.800
Issue 5th: The stockholders voted by majority for the election of a new six-member Board of Directors with a five-year service duration or with service until the 30th of June 2020.
More specifically the new elected members of the Board of Directors are the following:
a) George Gerardos of Konstantinos,
b) Konstantinos Gerardos of George,
c) George Liaskas of Charilaos,
d) Antiopi-Anna Maurou of Ioannis,
e) Nikolaos Tsiros of Konstantinos,
f) Elias Klis of George.
Simultaneously, the General Assembly appointed as independent members of the Board of Directors according to Law 3016/2002, Mr Nikolaos Tsiros of Konstantinos and Mr. Ilias Klis of George.
Total number of shares for which valid votes were given: 19.691.901
Percentage of share capital: 89,18%
Total valid votes: 19.691.901
Votes for: 19.629.985
Votes against: 35.116
Abstention: 26.800
Issue 6th: The General Assembly decided by majority the appointment of an Audit Committee according to the provisions of article 37 of c.l. 3693/2008 which consisted by three (3) members of the Board of Directors and specifically by two (2) non-executive members and one (1) independent non-executive member.
More specifically the auditing committee consists of the following non-executive members: 1) Antiopi-Anna Maurou of Ioannis, 2) Nikolaos Tsiros of Konstantinos and 3) Elias Klis of George.
Total number of shares for which valid votes were given: 19.691.901
Percentage of share capital: 89,18%
Total valid votes: 19.691.901
Votes for: 19.629.985
Votes against: 61.916
Abstention: 0
Issue 7th: The stockholders approved by majority the remunerations of the members of the Board of Directors of the Company for their services in 2014 (01.01.2014-31.12.2014), and determined and preapproved their remunerations for the current fiscal year 2015 (01.01.2015-31.12.2015) until the next annual Ordinary General Assembly.
Total number of shares for which valid votes were given: 19.691.901
Percentage of share capital: 89,18%
Total valid votes: 19.691.901
Votes for: 19.665.101
Votes against: 0
Abstention: 26.800
Issue 8th: The stockholders unanimously granted the consent regarding the participation of the members of the BoD in Board of Directors or the management of affiliated companies or subsidiaries of the Group that have similar objectives to the ones of the Company according to article 23, par. 1 of the law 2190/1920.
Total number of shares for which valid votes were given: 19.691.901
Percentage of share capital: 89,18%
Total valid votes: 19.691.901
Votes for: 19.691.901
Votes against: 0
Abstention: 0
Issue 9th: The stockholders unanimously approved the increase of the Company's share capital by the total amount of eleven million forty thousand (11.040.000,00) Euros, by capitalization of part of the account “Special Reserves from issuance of shares above par”, which (increase) will be done with the increase of the nominal value of all the Company's shares by 0,50 Euro, or from 0,33 to 0,83 Euro.
Total number of shares for which valid votes were given: 19.691.901
Percentage of share capital: 89,18%
Total valid votes: 19.691.901
Votes for: 19.691.901
Votes against: 0
Abstention: 0
Issue 10th: The stockholders unanimously approved the decrease of the Company's share capital by the total amount of eleven million forty thousand (11.040.000,00) Euros, which (decrease) will be done with the decrease of the nominal value of all the Company's shares by 0,50 Euro, or from 0,83 to 0,33 Euro and return-distribution of the respective amount to the shareholders of the Company.
Total number of shares for which valid votes were given: 19.691.901
Percentage of share capital: 89,18%
Total valid votes: 19.691.901
Votes for: 19.691.901
Votes against: 0
Abstention: 0
Issue 11th: The stockholders unanimously approved the amendment of the related Article 5 of the Company's Memorandum in the exact form it was published and announced by the Company, as a result of the decisions taken on the decisions above.
Total number of shares for which valid votes were given: 19.691.901
Percentage of share capital: 89,18%
Total valid votes: 19.691.901
Votes for: 19.691.901
Votes against: 0
Abstention: 0
Issue 12th: The stockholders unanimously approved the grant of permission and of the necessary empowerment to the Board of Directors of the Company in order to set the necessary dates of the record date, of the date for the determination of the beneficiary shareholders, of the date of the payment-return, regarding with the execution of the above decisions referring to the increase and the decrease of the share capital of the Company, as well as to conduct all the necessary actions and procedures required by the Regulatory Authorities and the ATHEX Rulebook. Furthermore, the General Assembly granted the permission to the Board of Directors to conduct all the necessary and appropriate actions for the payment of the derived amount from the decrease of the share capital to the beneficiary shareholders of the Company.
Total number of shares for which valid votes were given: 19.691.901
Percentage of share capital: 89,18%
Total valid votes: 19.691.901
Votes for: 19.691.901
Votes against: 0
Abstention: 0
Issue 13th: Other issues and announcements were made from the BoD, regarding the results of the Company and a small audio-visual presentation was made.