CH. ROKAS ABEE
Decisions of the General Meeting
ISSUE 1: Submission and approval of the Management Report of the BoD and reading of the Auditor's Certificate on the Financial Statements and proceedings of the company year 2007 (01.01.2007 - 31.12.2007).
Regarding this item, the Chairman of the Meeting called upon the Chief Financial Officer Mr. C. Thomas to speak. Mr. Christian Thomas refers to the BoD reports of the company year 2007. Exact copies of the statements have been given to the shareholders. Thereafter, Mr. C. Thomas reads the audit report on the proceedings of the company year 2007, as following:
To the shareholders of "C. Rokas SA"
Report on the Financial Statements
We have audited the accompanying financial statements of C. ROKAS ABEE (the "Company"), which comprise the balance sheet as at 31 December 2007, and the income statement, statement of changes in shareholders' equity and cash flow statement for the year then ended, and a summary of significant accounting policies and other explanatory notes.
Management's Responsibility for the Financial Statements
Management is responsible for the preparation and fair presentation of these financial statements in accordance with International Financial Reporting Standards. This responsibility includes designing, implementing and maintaining internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances.
Auditor's Responsibility
Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Greek Auditing Standards, which are based on International Standards of Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Opinion
In our opinion, the aforementioned financial statements present fairly, in all material respects, the financial position of the Company as of 31 December 2007 and of its financial performance and its cash flows for the year then ended in accordance with International Financial Reporting Standards that have been adopted by the European Union.
Report on Other Legal and Regulatory Requirements
The Board of Directors' Report includes the information required by article 43a par. 3 of C.L.2190/1920, as well as article 11a of L.3371/2005 and is consistent with the aforementioned financial statements.
The Chairman asks the shareholders to approve the BoD reports on the Financial Statements and proceedings of the company year 2007 (01.01.2007 - 31.12.2007). Following the above, the General Meeting unanimously approves the aforementioned reports of the said company year.
ISSUE 2: Submission and approval of the annual Financial Statements of the Parent Company and the Group for the company year which ended on 31.12.2007.
The Chairman of the General Meeting submits the annual financial statements (parent and consolidated) for approval by the shareholders, for the company year which ended on 31.12.2007, as they were lawfully drafted by the Board of Directors and published a) in the daily political newspaper "KATHIMERINI" (issue number 26829/18.3.08), b) in the daily financial newspaper "NAUTEMPORIKI" (issue number 23673/18.3.08), c) in the local newspaper "MAHITIKI FONI" (issue number 3924/18.3.08) and d) submitted to the Ministry of Development (Legal entities Directorate) - Protocol number Κ23613/18.3.08.
The General Meeting, having examined the above financial statements, unanimously approves the Financial Statements of the Parent Company and the Group, of the Company year ended on 31.12.2007.
ISSUE 3: Release of the Board Members and the Auditors from any and all liability from their actions during the company year, which ended on 31.12.2007.
The General Meeting unanimously discharges the members of the Board of Directors and the Auditors of the company by any compensation responsibility for their activity during the year which ended on 31.12.2007.
ISSUE 4: Approval of the remunerations to the Members of the Board for their participation in the Board meetings and for the services rendered to the Company during the company year 2007 (01.01.2007 - 31.12.2007).
The General Meeting unanimously approves the payment to the independent members of the board of directors Mr. Konstantinos Petalas and Mr. Moris Modiano of the amount 17,861.40 Euro (gross), i.e. 12,000 Euro net to each one of them, for their participation in the meetings of the Board of Directors and for the services rendered to the Company during the company year 2007 (01.01.2007-31.12.2007).
ISSUE 5: Election of the Sworn Auditors for the company year 2008 (01.01.2008 - 31.12.2008) and determination of their remuneration.
The General Meeting unanimously resolves to appoint as auditor for the company year 1.1.2008-31.12.2008 the auditing firm "ERNST & YOUNG (HELLAS) S.A. CHARTERED AUDITORS - ACCOUNTANTS" and in particular
-Vassilios Kaminaris with Chartered Auditors-Accountants Registry Number 20411, as regular auditor, and
-Christos Pelendrides with Chartered Auditors-Accountants Registry Number 17831, as alternate auditor
The fees of the said auditors will be established according to the provisions of law regarding chartered auditors. The General Meeting authorizes the Board of Directors to settle any details with respect to the fees of the auditors.
ISSUE 6: Approval of the distribution of profits for the company year 2007 (01.01.2007 - 31.12.2007).
The General Meeting unanimously resolves to distribute a 0.19 Euro dividend per share. Beneficiaries of the dividend are the company's shareholders by the closing of the session of the Athens Stock Exchange on Friday, June 9, 2008. The dividend will be paid through EUROBANK as from Tuesday, June 17, 2008.
ISSUE 7: Approval of the appointment of new Board Members in substitution of the resigned Members.
The General Meeting unanimously approves the replacement of the resigned member of the Board of Directors Mr. Matheos Troulis with Mrs Regina Reyes Gallur and the replacement of the resigned member of the Board of Directors Mr. Georgios Rokas with Mr. Rafael de Icaza de La Sota. The General Meeting unanimously also approves the replacement of the resigned member of the Board of Directors Mr. Xabier Viteri Solaun with Mr. Alberto Seisdedos Fernandez del Pino.
ISSUE 8: Re-location of the Company's premises.
On that subject the Chairman of the General Meeting calls upon the Chairman of the Board of Directors Mrs V. Christodoulopoulou which informs the shareholders for the necessity for relocation of the company's offices. She also reports to the Meeting that it is deemed necessary to examine more options in order to find the most suitable solution to meet the company's needs. In view of those considerations that matter is not discussed.
ISSUE 9: Amendment of Art. 2 of the Company's By-Laws. Due to the fact that no resolution was taken regarding the above 8th subject, also this one is not discussed.
Regarding this item, the Chairman of the Meeting called upon the Chief Financial Officer Mr. C. Thomas to speak. Mr. Christian Thomas refers to the BoD reports of the company year 2007. Exact copies of the statements have been given to the shareholders. Thereafter, Mr. C. Thomas reads the audit report on the proceedings of the company year 2007, as following:
To the shareholders of "C. Rokas SA"
Report on the Financial Statements
We have audited the accompanying financial statements of C. ROKAS ABEE (the "Company"), which comprise the balance sheet as at 31 December 2007, and the income statement, statement of changes in shareholders' equity and cash flow statement for the year then ended, and a summary of significant accounting policies and other explanatory notes.
Management's Responsibility for the Financial Statements
Management is responsible for the preparation and fair presentation of these financial statements in accordance with International Financial Reporting Standards. This responsibility includes designing, implementing and maintaining internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances.
Auditor's Responsibility
Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Greek Auditing Standards, which are based on International Standards of Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Opinion
In our opinion, the aforementioned financial statements present fairly, in all material respects, the financial position of the Company as of 31 December 2007 and of its financial performance and its cash flows for the year then ended in accordance with International Financial Reporting Standards that have been adopted by the European Union.
Report on Other Legal and Regulatory Requirements
The Board of Directors' Report includes the information required by article 43a par. 3 of C.L.2190/1920, as well as article 11a of L.3371/2005 and is consistent with the aforementioned financial statements.
The Chairman asks the shareholders to approve the BoD reports on the Financial Statements and proceedings of the company year 2007 (01.01.2007 - 31.12.2007). Following the above, the General Meeting unanimously approves the aforementioned reports of the said company year.
ISSUE 2: Submission and approval of the annual Financial Statements of the Parent Company and the Group for the company year which ended on 31.12.2007.
The Chairman of the General Meeting submits the annual financial statements (parent and consolidated) for approval by the shareholders, for the company year which ended on 31.12.2007, as they were lawfully drafted by the Board of Directors and published a) in the daily political newspaper "KATHIMERINI" (issue number 26829/18.3.08), b) in the daily financial newspaper "NAUTEMPORIKI" (issue number 23673/18.3.08), c) in the local newspaper "MAHITIKI FONI" (issue number 3924/18.3.08) and d) submitted to the Ministry of Development (Legal entities Directorate) - Protocol number Κ23613/18.3.08.
The General Meeting, having examined the above financial statements, unanimously approves the Financial Statements of the Parent Company and the Group, of the Company year ended on 31.12.2007.
ISSUE 3: Release of the Board Members and the Auditors from any and all liability from their actions during the company year, which ended on 31.12.2007.
The General Meeting unanimously discharges the members of the Board of Directors and the Auditors of the company by any compensation responsibility for their activity during the year which ended on 31.12.2007.
ISSUE 4: Approval of the remunerations to the Members of the Board for their participation in the Board meetings and for the services rendered to the Company during the company year 2007 (01.01.2007 - 31.12.2007).
The General Meeting unanimously approves the payment to the independent members of the board of directors Mr. Konstantinos Petalas and Mr. Moris Modiano of the amount 17,861.40 Euro (gross), i.e. 12,000 Euro net to each one of them, for their participation in the meetings of the Board of Directors and for the services rendered to the Company during the company year 2007 (01.01.2007-31.12.2007).
ISSUE 5: Election of the Sworn Auditors for the company year 2008 (01.01.2008 - 31.12.2008) and determination of their remuneration.
The General Meeting unanimously resolves to appoint as auditor for the company year 1.1.2008-31.12.2008 the auditing firm "ERNST & YOUNG (HELLAS) S.A. CHARTERED AUDITORS - ACCOUNTANTS" and in particular
-Vassilios Kaminaris with Chartered Auditors-Accountants Registry Number 20411, as regular auditor, and
-Christos Pelendrides with Chartered Auditors-Accountants Registry Number 17831, as alternate auditor
The fees of the said auditors will be established according to the provisions of law regarding chartered auditors. The General Meeting authorizes the Board of Directors to settle any details with respect to the fees of the auditors.
ISSUE 6: Approval of the distribution of profits for the company year 2007 (01.01.2007 - 31.12.2007).
The General Meeting unanimously resolves to distribute a 0.19 Euro dividend per share. Beneficiaries of the dividend are the company's shareholders by the closing of the session of the Athens Stock Exchange on Friday, June 9, 2008. The dividend will be paid through EUROBANK as from Tuesday, June 17, 2008.
ISSUE 7: Approval of the appointment of new Board Members in substitution of the resigned Members.
The General Meeting unanimously approves the replacement of the resigned member of the Board of Directors Mr. Matheos Troulis with Mrs Regina Reyes Gallur and the replacement of the resigned member of the Board of Directors Mr. Georgios Rokas with Mr. Rafael de Icaza de La Sota. The General Meeting unanimously also approves the replacement of the resigned member of the Board of Directors Mr. Xabier Viteri Solaun with Mr. Alberto Seisdedos Fernandez del Pino.
ISSUE 8: Re-location of the Company's premises.
On that subject the Chairman of the General Meeting calls upon the Chairman of the Board of Directors Mrs V. Christodoulopoulou which informs the shareholders for the necessity for relocation of the company's offices. She also reports to the Meeting that it is deemed necessary to examine more options in order to find the most suitable solution to meet the company's needs. In view of those considerations that matter is not discussed.
ISSUE 9: Amendment of Art. 2 of the Company's By-Laws. Due to the fact that no resolution was taken regarding the above 8th subject, also this one is not discussed.