LAMBRAKIS PRESS
Decisions of the Annual Ordinary General Meeting.
On Thursday, May 22th, 2008 at 12:00 noon the shareholders of the company LAMBRAKIS PRESS S.A. were summoned in Athens, the domicile of the company, in hotel Golden Age, at 57, Michalakopoulou street to the Annual Ordinary General Meeting pursuant to the invitation of the Company s Board of Directors dated 8.4.2008 according to the Law and the Company s Articles of Incorporation.
The 27 shareholders who attended the Meeting represented in total 72,790% of the fully paid-up share capital, i.e. 60.415.778 shares out of 83.000.000 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 for approval of the Corporate and Consolidated Annual Financial Statements (Balance Sheet, Income Statement, Cash Flow Statement, Statement of Changes in Equity, Financial Statements Notes) and the Reports on these Statements by the Board of Directors and the Certified Auditor for the fiscal year 1.1.2007 - 31.12. 2007.
2. Approval of the profit appropriation for the fiscal year 1.1.2007 - 31.12. 2007 and grant of authorization to the Board of Directors to attend to the dividend distribution.
3. Discharge of both the Board of Directors members and the Certified Auditor from any liability for indemnity regarding the Company's administration and the financial statements for the fiscal year 01.01.2007-31.12.2007.
4. Appointment of a regular and a substitute Certified Auditor to audit the fiscal year 2008 and determination of their remuneration.
5. Approval of service-rendering contracts signed with Members of the Board of Directors, regular fees and other remuneration and benefits payable to Members of the Board of Directors and Managers working with the Company for the fiscal year 2007, determination of their remuneration for the period 2008 - 2009 and granting authorization to the Members of the Board of Directors and the Managers of the Company to render their services to affiliated companies.
6. Amendment, supplementation, abolition and renumbering of various articles in the corporate Articles of Association for adaptation to Law 2190/20, as amended by the Law 3604/2007.
7. Resolution on the transmission, by the Company, of information using electronic means (article 18 of Law 3556/2007).
8. Various announcements
Pursuant to the above, the Meeting resolved on these items as follows:
On the first item:
After reviewing the Annual Financial Statements (of the parent company and consolidated) and the Management Reports on them by the Board of Directors and the Certified Auditor - Accountant and after a specific voting approved unanimously the Annual Financial Statements of 31.12.2007 of the parent Company and the Group.
On the second item: The General Meeting resolved unanimously to distribute dividend for the year 2007 as follows:
a)The total net dividend for the year 2007 amounts to 4.150.000 euros representing dividend of 0,05 euros per share.
b)Beneficiaries of the dividend for the fiscal year 2007 are the holders of the company s shares according to the records of the company s share registry and the files of the Athens Exchanges S.A. at the closing of the Athens Exchange session of Tuesday, May 27, 2008 (record date).
c)From Wednesday, May 28, 2008 (ex dividend date) the company s shares will be traded on the Athens Exchange without the right to receive dividend.
d)The payment of dividend to beneficiaries will commence on Thursday, June 5, 2008 and
e)National Bank of Greece SA is appointed as paying agent
On the third item:
The General Meeting unanimously acquitted the members of the Board of Directors and the Certified Accountants of the company from any liability for the year 2007.
On the fourth item:
The General Meeting unanimously elected the auditing firm SOL S.A. and appointed Mr. Konstantinos Α. Davilla (Reg. No 26231), resident of Athens, as Regular Certified Auditor - Accountant and Mr. Michali Ε. Kotzamani (Reg. No 24151), resident of Athens, as substitute Certified Auditor - Accountant for the fiscal year 2008. The fees of such audits will be determined following the auditing firm s tender according to art. 18 of Law 2231/94.
On the fifth item:
Following a specific voting the General Meeting approved unanimously:
1.The contracts and the remuneration paid in the year 2007 for the specific services that are rendered to the company by the members of the Board Messrs.
Christos Lambrakis, Stavros Psycharis, Pantelis Kapsis, Ioannis Manos, Stergios Nezis and Nikolaos Pefanis, by virtue of special employment contracts, project contracts or mandates amounting to 1.522.199 euros.
2.The contracts and the total gross remuneration to be paid in the fiscal year 2008 for an amount not exceeding 2.200.000 euros and for the first half of 2009, i.e. until the next summons of the General Meeting, for an amount not exceeding 1.100.000 euros for the specific services that are rendered to the Company by the members of the Board of Directors Messrs. Christos Lambrakis, Stavros Psycharis, Pantelis Kapsis, Ioannis Manos, Stergios Nezis and Nikolaos Pefanis.
3.A gross monthly amount of 1.570 euros per member of the Board of Directors as expense account regardless of the number of monthly sessions held by the Board of Directors or by any other corporate body in which the members participate in 2008 (except Messrs. Chr. Lambrakis, St. Psycharis, P. Kapsis, I. Manos, St. Nezis and N. Pefanis) and granted the required authorization to the members of the Board of Directors and the managers of the company to participate in the management of the affiliated companies and to render their services to them.
On the sixth item:
The General Meeting approved unanimously the amendment, supplementation, abolition and renumbering of various articles in the corporate Articles of Association for adaptation to Law 2190/20, as amended by the Law 3604/2007.
On the seventh item:
The General Meeting approved unanimously the transmission, by the Company, of information using electronic means (article 18 of Law 3556/2007).
On the eighth item:
The Vice President of the Board and Managing Director Mr. Stavros Psycharis updated the shareholders on the business developments in the Company and the Group noting that the period 2007 - 2009 is key for the further progress of the Lambrakis Press Group, that after the administrative and organizational restructuring on the standards of large international publishing firms is already seeing improvement in the indices of operational profitability, retention of production costs and significantly increased ad revenues.
Mr. Psycharis said that 2007 was yet another year of growth and entrenchment for the Group. Again in this year operating in an environment of acute competition, Lambrakis Press SA maintained its top position in the domestic sector or mass media, expanded its turnover, developed new products and services, restructured its investment portfolio and strengthened its capital structure by making business decisions based on creating healthy and strong foundations for further growth in the coming years.
Finally, Mr. Psycharis stressed that the participation of healthy investment schemes in the share capital of the parent company, the co-operation with large international mass-media groups and the recent significant increase of the market value of the company state the important position of Lambrakis Press in the mass media sector and the positive perspective of the company΄ s financial figures.
The General Managers of the Company, Messrs. Stergios Nezis and Nikolas Pefanis answered questions of the shareholders on the commercial and financial results of the Company and the Group.
The 27 shareholders who attended the Meeting represented in total 72,790% of the fully paid-up share capital, i.e. 60.415.778 shares out of 83.000.000 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 for approval of the Corporate and Consolidated Annual Financial Statements (Balance Sheet, Income Statement, Cash Flow Statement, Statement of Changes in Equity, Financial Statements Notes) and the Reports on these Statements by the Board of Directors and the Certified Auditor for the fiscal year 1.1.2007 - 31.12. 2007.
2. Approval of the profit appropriation for the fiscal year 1.1.2007 - 31.12. 2007 and grant of authorization to the Board of Directors to attend to the dividend distribution.
3. Discharge of both the Board of Directors members and the Certified Auditor from any liability for indemnity regarding the Company's administration and the financial statements for the fiscal year 01.01.2007-31.12.2007.
4. Appointment of a regular and a substitute Certified Auditor to audit the fiscal year 2008 and determination of their remuneration.
5. Approval of service-rendering contracts signed with Members of the Board of Directors, regular fees and other remuneration and benefits payable to Members of the Board of Directors and Managers working with the Company for the fiscal year 2007, determination of their remuneration for the period 2008 - 2009 and granting authorization to the Members of the Board of Directors and the Managers of the Company to render their services to affiliated companies.
6. Amendment, supplementation, abolition and renumbering of various articles in the corporate Articles of Association for adaptation to Law 2190/20, as amended by the Law 3604/2007.
7. Resolution on the transmission, by the Company, of information using electronic means (article 18 of Law 3556/2007).
8. Various announcements
Pursuant to the above, the Meeting resolved on these items as follows:
On the first item:
After reviewing the Annual Financial Statements (of the parent company and consolidated) and the Management Reports on them by the Board of Directors and the Certified Auditor - Accountant and after a specific voting approved unanimously the Annual Financial Statements of 31.12.2007 of the parent Company and the Group.
On the second item: The General Meeting resolved unanimously to distribute dividend for the year 2007 as follows:
a)The total net dividend for the year 2007 amounts to 4.150.000 euros representing dividend of 0,05 euros per share.
b)Beneficiaries of the dividend for the fiscal year 2007 are the holders of the company s shares according to the records of the company s share registry and the files of the Athens Exchanges S.A. at the closing of the Athens Exchange session of Tuesday, May 27, 2008 (record date).
c)From Wednesday, May 28, 2008 (ex dividend date) the company s shares will be traded on the Athens Exchange without the right to receive dividend.
d)The payment of dividend to beneficiaries will commence on Thursday, June 5, 2008 and
e)National Bank of Greece SA is appointed as paying agent
On the third item:
The General Meeting unanimously acquitted the members of the Board of Directors and the Certified Accountants of the company from any liability for the year 2007.
On the fourth item:
The General Meeting unanimously elected the auditing firm SOL S.A. and appointed Mr. Konstantinos Α. Davilla (Reg. No 26231), resident of Athens, as Regular Certified Auditor - Accountant and Mr. Michali Ε. Kotzamani (Reg. No 24151), resident of Athens, as substitute Certified Auditor - Accountant for the fiscal year 2008. The fees of such audits will be determined following the auditing firm s tender according to art. 18 of Law 2231/94.
On the fifth item:
Following a specific voting the General Meeting approved unanimously:
1.The contracts and the remuneration paid in the year 2007 for the specific services that are rendered to the company by the members of the Board Messrs.
Christos Lambrakis, Stavros Psycharis, Pantelis Kapsis, Ioannis Manos, Stergios Nezis and Nikolaos Pefanis, by virtue of special employment contracts, project contracts or mandates amounting to 1.522.199 euros.
2.The contracts and the total gross remuneration to be paid in the fiscal year 2008 for an amount not exceeding 2.200.000 euros and for the first half of 2009, i.e. until the next summons of the General Meeting, for an amount not exceeding 1.100.000 euros for the specific services that are rendered to the Company by the members of the Board of Directors Messrs. Christos Lambrakis, Stavros Psycharis, Pantelis Kapsis, Ioannis Manos, Stergios Nezis and Nikolaos Pefanis.
3.A gross monthly amount of 1.570 euros per member of the Board of Directors as expense account regardless of the number of monthly sessions held by the Board of Directors or by any other corporate body in which the members participate in 2008 (except Messrs. Chr. Lambrakis, St. Psycharis, P. Kapsis, I. Manos, St. Nezis and N. Pefanis) and granted the required authorization to the members of the Board of Directors and the managers of the company to participate in the management of the affiliated companies and to render their services to them.
On the sixth item:
The General Meeting approved unanimously the amendment, supplementation, abolition and renumbering of various articles in the corporate Articles of Association for adaptation to Law 2190/20, as amended by the Law 3604/2007.
On the seventh item:
The General Meeting approved unanimously the transmission, by the Company, of information using electronic means (article 18 of Law 3556/2007).
On the eighth item:
The Vice President of the Board and Managing Director Mr. Stavros Psycharis updated the shareholders on the business developments in the Company and the Group noting that the period 2007 - 2009 is key for the further progress of the Lambrakis Press Group, that after the administrative and organizational restructuring on the standards of large international publishing firms is already seeing improvement in the indices of operational profitability, retention of production costs and significantly increased ad revenues.
Mr. Psycharis said that 2007 was yet another year of growth and entrenchment for the Group. Again in this year operating in an environment of acute competition, Lambrakis Press SA maintained its top position in the domestic sector or mass media, expanded its turnover, developed new products and services, restructured its investment portfolio and strengthened its capital structure by making business decisions based on creating healthy and strong foundations for further growth in the coming years.
Finally, Mr. Psycharis stressed that the participation of healthy investment schemes in the share capital of the parent company, the co-operation with large international mass-media groups and the recent significant increase of the market value of the company state the important position of Lambrakis Press in the mass media sector and the positive perspective of the company΄ s financial figures.
The General Managers of the Company, Messrs. Stergios Nezis and Nikolas Pefanis answered questions of the shareholders on the commercial and financial results of the Company and the Group.