KATHIMERINI PUBLISHING SA
Announcement.
The company I KATHIMERINI A.E. EKDOSI ENTYPON - MESA MAZIKHS EPIKOINONIAS (the "Company") announces that on Thuesday June 10th 2008 its shareholders were summoned in Neo Faliro Piraeus the domicile of the company, to the Annual Ordinary General Meeting pursuant to the invitation of the Company' s Board of Directors dated 14.5.2008 according to the Law and the Company's Articles of Incorporation. The General Meeting was attended in person or proxy by 17 shareholders representing in total 81,67% of the fully paid-up share capital, i.e. 13.884.424 shares out of 17.000.000 total outstanding shares and consequently this Meeting had the required quorum and convened lawfully.
The General Meeting deliberated on the agenda having the following items:
1. Submission and approval of the annual financial statements, both simple and consolidated, for the financial year 2007, of the Board of Director's Management Report and of the Chartered Auditor's Report.
2. Discharge from any responsibility for indemnification for the members of the Board of Directors and the Chartered Auditors for the financial year that ended on 31.12.2007.
3. Election of Chartered Auditors, both regular and substitute, for the conduction of the company's audit during the current financial year 2008 and determination of their remuneration.
4. Approval on the disposal (distribution) of benefits and payment of dividend, as well as granting of the necessary authorizations to the Board of Directors.
5. Approval of remunerations and fees of any kind for the members of the Board of Directors pursuant to article 24 c.l. 2190/1920 for their presentation at the Board of Directors Meetings and for the provision of services to the Company for the financial year 2007 and pre-approval thereof for the financial year 2008.
6. Amendment and abolition of provisions of the Articles of Association, so as for the latter to be adjusted and harmonized with the regulations of c.l. 2190/1920, as in force after its amendment by Law 3604/2007 and codification of the Articles of Association of the Company. In particular, amendment of articles 5, 6, 7, 8 ,9, 10, 11 ,15 ,17 ,19 ,20, 22 , 23 ,25, 26 ,27 ,29 ,30 ,31 ,32, 33 and 34 and abolition of articles 35, 36, 37 and 38.
7. Various Announcements.
The Annual Ordinary General Meeting adopted the following resolutions:
On the first item:
After reviewing the Annual Financial Statements (of the parent company and consolidated) and the Management Report on them by the Board of Directors and the Certified Auditor - Accountant, the Meeting approved unanimously the Annual Financial Statements of 31.12.2007 of the parent Company, the Board of Director's management report included in the Minutes dated 18th March 2008 along with the Explanatory Report of the Board of Directors relating to issues regulated by Law 3371/2005 par.1 art 11 as well as Mrs Arabatzi's (the chartered auditor) report .
On the second item:
The General Meeting unanimously discharged the members of the Board of Directors (executives and non executives) as well as the Certified Chartered Auditors of the company from any liability for indemnification as regards any acts and the management of the closing financial year ending on 31.12.2007.
On the third item:
The General Meeting unanimously elected the Audit Firm "GRANT THORNTON S.A." as Certified Auditors and in particular appointed Mrs Athanassia Arabatzis (Rec.No 12821) as regular certified auditor and Mr. Sotirios Konstantinou (Rec. No, 13671) as substitute certified auditor , both members of aboe Audit Firm, for the conduction of the company's audit during the current financial year 2008. Their remuneration was determined to the amount of euros 35.772 plus VAT.
On the fourth item:
The General Meeting unanimously approved the disposal (distribution) of benefits for the fiscal year 2007 as well as the payment of dividend as follows:
a) approved the dividend payment of euro 0,30 per share i.e. in total the payment of euro 5.100.000 for dividends
b) The beneficiaries of the dividend are those who own Company Shares at the closing of the Athens Exchange's trading session which shall be held on the Wednesday 11th June 2008.
c) Ex-dividend date for the 2007 dividend is Thursday 12th June 2008.
d) The payment of the dividend shall begin on Monday the 23rd June 2008
e) The payment of the dividend shall be effected through the network of branches of the NATIONAL BANK OF GREECE.
On the fifth item:
The General Meeting unanimously approved the remunerations and fees of any kind for the members of the Board of Directors (executives and non executives) pursuant to article 24 c.l. 2190/1920 for their presentation at the Board of Directors' meetings and for their services rendered to the company for the financial year 2007 amounting in total to euro 219.800,00 and pre-approved the remunerations and fees of any kind for the members of the Board of Directors for the financial year 2008.
On the sixth item:
The General Meeting unanimously approved the amendment, supplementation and abolition of various articles of the corporate Articles of Association and their codification, following to the Board of Directors' proposal and to the draft of the amended Articles of Association forwarded to the Athens Stock Exchange on 6.6.2008, so as for the latter to be adjusted and harmonized with the regulations of c.l. 2190/1920, as in force after its amendment by Law 3604/2007.More specifically the Meeting approved the amendment and the supplementation of articles 5, 6, 7, 8 ,9, 10, 11 ,15 ,17 ,19 ,20, 22 , 23 ,25, 26 ,27 ,29 ,30 ,31 ,32, 33 and 34 and the abolition of articles 35, 36, 37 and 38 of the corporate Articles of Association. On the seventh item:
No other announcements took place .
The General Meeting deliberated on the agenda having the following items:
1. Submission and approval of the annual financial statements, both simple and consolidated, for the financial year 2007, of the Board of Director's Management Report and of the Chartered Auditor's Report.
2. Discharge from any responsibility for indemnification for the members of the Board of Directors and the Chartered Auditors for the financial year that ended on 31.12.2007.
3. Election of Chartered Auditors, both regular and substitute, for the conduction of the company's audit during the current financial year 2008 and determination of their remuneration.
4. Approval on the disposal (distribution) of benefits and payment of dividend, as well as granting of the necessary authorizations to the Board of Directors.
5. Approval of remunerations and fees of any kind for the members of the Board of Directors pursuant to article 24 c.l. 2190/1920 for their presentation at the Board of Directors Meetings and for the provision of services to the Company for the financial year 2007 and pre-approval thereof for the financial year 2008.
6. Amendment and abolition of provisions of the Articles of Association, so as for the latter to be adjusted and harmonized with the regulations of c.l. 2190/1920, as in force after its amendment by Law 3604/2007 and codification of the Articles of Association of the Company. In particular, amendment of articles 5, 6, 7, 8 ,9, 10, 11 ,15 ,17 ,19 ,20, 22 , 23 ,25, 26 ,27 ,29 ,30 ,31 ,32, 33 and 34 and abolition of articles 35, 36, 37 and 38.
7. Various Announcements.
The Annual Ordinary General Meeting adopted the following resolutions:
On the first item:
After reviewing the Annual Financial Statements (of the parent company and consolidated) and the Management Report on them by the Board of Directors and the Certified Auditor - Accountant, the Meeting approved unanimously the Annual Financial Statements of 31.12.2007 of the parent Company, the Board of Director's management report included in the Minutes dated 18th March 2008 along with the Explanatory Report of the Board of Directors relating to issues regulated by Law 3371/2005 par.1 art 11 as well as Mrs Arabatzi's (the chartered auditor) report .
On the second item:
The General Meeting unanimously discharged the members of the Board of Directors (executives and non executives) as well as the Certified Chartered Auditors of the company from any liability for indemnification as regards any acts and the management of the closing financial year ending on 31.12.2007.
On the third item:
The General Meeting unanimously elected the Audit Firm "GRANT THORNTON S.A." as Certified Auditors and in particular appointed Mrs Athanassia Arabatzis (Rec.No 12821) as regular certified auditor and Mr. Sotirios Konstantinou (Rec. No, 13671) as substitute certified auditor , both members of aboe Audit Firm, for the conduction of the company's audit during the current financial year 2008. Their remuneration was determined to the amount of euros 35.772 plus VAT.
On the fourth item:
The General Meeting unanimously approved the disposal (distribution) of benefits for the fiscal year 2007 as well as the payment of dividend as follows:
a) approved the dividend payment of euro 0,30 per share i.e. in total the payment of euro 5.100.000 for dividends
b) The beneficiaries of the dividend are those who own Company Shares at the closing of the Athens Exchange's trading session which shall be held on the Wednesday 11th June 2008.
c) Ex-dividend date for the 2007 dividend is Thursday 12th June 2008.
d) The payment of the dividend shall begin on Monday the 23rd June 2008
e) The payment of the dividend shall be effected through the network of branches of the NATIONAL BANK OF GREECE.
On the fifth item:
The General Meeting unanimously approved the remunerations and fees of any kind for the members of the Board of Directors (executives and non executives) pursuant to article 24 c.l. 2190/1920 for their presentation at the Board of Directors' meetings and for their services rendered to the company for the financial year 2007 amounting in total to euro 219.800,00 and pre-approved the remunerations and fees of any kind for the members of the Board of Directors for the financial year 2008.
On the sixth item:
The General Meeting unanimously approved the amendment, supplementation and abolition of various articles of the corporate Articles of Association and their codification, following to the Board of Directors' proposal and to the draft of the amended Articles of Association forwarded to the Athens Stock Exchange on 6.6.2008, so as for the latter to be adjusted and harmonized with the regulations of c.l. 2190/1920, as in force after its amendment by Law 3604/2007.More specifically the Meeting approved the amendment and the supplementation of articles 5, 6, 7, 8 ,9, 10, 11 ,15 ,17 ,19 ,20, 22 , 23 ,25, 26 ,27 ,29 ,30 ,31 ,32, 33 and 34 and the abolition of articles 35, 36, 37 and 38 of the corporate Articles of Association. On the seventh item:
No other announcements took place .