EUROMEDICA S.A.
Decisions of the Ordinary General Meeting held on 19-05-2008
Shareholders holding 32,322,799 voting shares, corresponding to 88.95% of total shares participated and were represented in the Ordinary General Meeting of Shareholders held on 19th May 2008.
At the said meeting deliberations took place and decisions were made on the following agenda items:
Item 1: Submission and approval of the Annual Financial Statements, the Profit and Loss Account, the Cash Flow Statement and the notes on the annual financial statements, both corporate and consolidated, in accordance with the International Financial Reporting Standards (IFRS), for the fiscal year starting on 1.1.2007 and ending on 31.12.2007, after having heard the reports prepared by the Board of Directors Report and the Auditors. The General Meeting unanimously approved the Annual Financial statements (consolidated and corporate), the Profit and Loss Account, the Cash Flow Statement and the notes on the annual financial statements, in accordance with the IFRS, for the fiscal year starting on 1.1.2007 and ending on 31.12.2007, as prepared and approved in the BoD minutes of 21.03.2008, and submitted to this General Meeting, which did not make any amendments to the said documents.
Item 2: Exemption of the members of the Board of Directors and the Auditors of the Company from any compensation liability for the 2007 fiscal year.
The General Meeting unanimously exempted the members of the Board of Directors and the Chartered Auditor Accountant of the Company from any compensation liability as regards the Balance Sheet of the closing fiscal year starting on 1.1.2007 and ending on 31.12.2007.
Item 3: Approval of the dividend to be distributed from the taxed profits for the 2007 fiscal year.
The General Meeting unanimously approved the distribution of a dividend for the 2007 fiscal year amounting to euro 0.043 per share, or a total of euro 1,562,172.37, and unanimously decided that the persons entitled to collect the dividend are those who owned Company shares at the completion of the session of the Athens Exchange held on 21.05.2008. Ex-dividend date for the 2007 dividend is 22.05.2008.
Payment of the dividend for the 2007 fiscal year will start on 30.05.2008 and will be effected through the network of branches of the PIRAEUS BANK, with whom the company has already entered into a relevant agreement ending after the lapse of six months from commencement of payments, in other words on 31.12.2008. After 31.12.2008, the dividend will only be paid at the Company offices and within the five year period stipulated by law, namely until 31.12.2013.
Item 4: Election of one regular and one deputy Chartered Auditor Accountant for the 2008 fiscal year and approval of their fees.
The General Meeting unanimously elected "BDO PROTYPOS HELLENIC AUDITING COMPANY S.A." to audit the 2008 fiscal period (starting on 1.1.2008 and ending on 31.12.2008), and its fee will be determined based on the decisions made by the Supervisory Board of the Body of Chartered Auditors Accountants (SOEL). Chartered Auditor Accountant, Mr. Damilakos Vrassidas, son of Spyridonas, with SOEL Reg. No. 22791, who is a member of the above company, was elected regular auditor, and Chartered Auditor Accountant, Mr. Sokos Sotirios, son of Dimitrios, with SOEL Reg. No. 17011, was elected deputy auditor.
Item 5: Approval of fees paid to persons under article 23(a) of Codified Law 2190/1920 for the 2007 fiscal year.
The General Meeting unanimously approved the fees paid to persons under article 23(a) of Codified Law 2190/1920.
Item 6: Preliminary approval of the payment of fees to the members of the Board of Directors from the taxed profits of the 2008 fiscal year.
The General Meeting unanimously approved the proposed fees to the members of the Board of Directors for the 2008 fiscal year.
Item 7: Announcement of the list of Shareholders who acquired shares through the implementation of the decision made by the Ordinary General Meeting of Shareholders on 14 May 2007 on purchasing own shares through the Athens Exchange, as provided for under article 16, para. 5-14, and article 17 of Codified Law 2190/1920, prior to its amendment by Law 3604/2007.
With regard to this issue, the Chairman of the General Meeting pointed out that, pursuant to article 61 of the Regulation of the Athens Exchange on the anonymity of transactions, the trading of shares through the OASIS electronic system between the members included therein is now done anonymously, namely without revealing to the Member the identity of the counter party. Thus it was impossible to ascertain from which shareholders were those shares acquired
Item 8: Passing a resolution for the company to purchase own shares through the Athens Exchange, as provided for under article 16, para. 5-9, and article 17 of Codified Law 2190/1920
The General Meeting passed a resolution for the purchase of treasury shares representing up to 10% of total company shares, namely up to 3,790,636 shares (including the shares acquired by virtue of previous similar decisions by the General Meetings of the company), with their price ranging from a minimum of 5? to a maximum of 15?; the meeting also decided that the time allowed for purchasing such shares may not exceed 12 months from the making of the relevant decision by this General Meeting of Shareholders, as laid down in Law 2190/1920. The General Meeting then authorised the Board of Directors of the Company to purchase the said treasury shares and laid down the time periods and quantities of shares to be purchased, always within the limits decided upon by the General Meeting, in compliance with all terms laid down in relevant legal provisions.
Item 9: Amendment of the articles of association and their codification into a single document in order to be in line with Law 2190/1920, as amended by Law 3604/2007 and presently in force.
The General Meeting unanimously approved the amendment of the following articles of association and their codification into a single document in order to be in line with Law 2190/1920, as amended by Law 3604/2007 and presently in force: Article 6.1, 6.1(b), 6.2, 6.3, Article 7 para.1, 2, 3, Article 9 para. 1, Article 11 para. 7, 10, Article 12 para. 17, Article 13, Article 15, Articles 17-27, Articles 28-29, Articles 30-33 and Articles 34-37.
Item 10: Miscellaneous items and announcements.
There were no other items and announcements.
At the said meeting deliberations took place and decisions were made on the following agenda items:
Item 1: Submission and approval of the Annual Financial Statements, the Profit and Loss Account, the Cash Flow Statement and the notes on the annual financial statements, both corporate and consolidated, in accordance with the International Financial Reporting Standards (IFRS), for the fiscal year starting on 1.1.2007 and ending on 31.12.2007, after having heard the reports prepared by the Board of Directors Report and the Auditors. The General Meeting unanimously approved the Annual Financial statements (consolidated and corporate), the Profit and Loss Account, the Cash Flow Statement and the notes on the annual financial statements, in accordance with the IFRS, for the fiscal year starting on 1.1.2007 and ending on 31.12.2007, as prepared and approved in the BoD minutes of 21.03.2008, and submitted to this General Meeting, which did not make any amendments to the said documents.
Item 2: Exemption of the members of the Board of Directors and the Auditors of the Company from any compensation liability for the 2007 fiscal year.
The General Meeting unanimously exempted the members of the Board of Directors and the Chartered Auditor Accountant of the Company from any compensation liability as regards the Balance Sheet of the closing fiscal year starting on 1.1.2007 and ending on 31.12.2007.
Item 3: Approval of the dividend to be distributed from the taxed profits for the 2007 fiscal year.
The General Meeting unanimously approved the distribution of a dividend for the 2007 fiscal year amounting to euro 0.043 per share, or a total of euro 1,562,172.37, and unanimously decided that the persons entitled to collect the dividend are those who owned Company shares at the completion of the session of the Athens Exchange held on 21.05.2008. Ex-dividend date for the 2007 dividend is 22.05.2008.
Payment of the dividend for the 2007 fiscal year will start on 30.05.2008 and will be effected through the network of branches of the PIRAEUS BANK, with whom the company has already entered into a relevant agreement ending after the lapse of six months from commencement of payments, in other words on 31.12.2008. After 31.12.2008, the dividend will only be paid at the Company offices and within the five year period stipulated by law, namely until 31.12.2013.
Item 4: Election of one regular and one deputy Chartered Auditor Accountant for the 2008 fiscal year and approval of their fees.
The General Meeting unanimously elected "BDO PROTYPOS HELLENIC AUDITING COMPANY S.A." to audit the 2008 fiscal period (starting on 1.1.2008 and ending on 31.12.2008), and its fee will be determined based on the decisions made by the Supervisory Board of the Body of Chartered Auditors Accountants (SOEL). Chartered Auditor Accountant, Mr. Damilakos Vrassidas, son of Spyridonas, with SOEL Reg. No. 22791, who is a member of the above company, was elected regular auditor, and Chartered Auditor Accountant, Mr. Sokos Sotirios, son of Dimitrios, with SOEL Reg. No. 17011, was elected deputy auditor.
Item 5: Approval of fees paid to persons under article 23(a) of Codified Law 2190/1920 for the 2007 fiscal year.
The General Meeting unanimously approved the fees paid to persons under article 23(a) of Codified Law 2190/1920.
Item 6: Preliminary approval of the payment of fees to the members of the Board of Directors from the taxed profits of the 2008 fiscal year.
The General Meeting unanimously approved the proposed fees to the members of the Board of Directors for the 2008 fiscal year.
Item 7: Announcement of the list of Shareholders who acquired shares through the implementation of the decision made by the Ordinary General Meeting of Shareholders on 14 May 2007 on purchasing own shares through the Athens Exchange, as provided for under article 16, para. 5-14, and article 17 of Codified Law 2190/1920, prior to its amendment by Law 3604/2007.
With regard to this issue, the Chairman of the General Meeting pointed out that, pursuant to article 61 of the Regulation of the Athens Exchange on the anonymity of transactions, the trading of shares through the OASIS electronic system between the members included therein is now done anonymously, namely without revealing to the Member the identity of the counter party. Thus it was impossible to ascertain from which shareholders were those shares acquired
Item 8: Passing a resolution for the company to purchase own shares through the Athens Exchange, as provided for under article 16, para. 5-9, and article 17 of Codified Law 2190/1920
The General Meeting passed a resolution for the purchase of treasury shares representing up to 10% of total company shares, namely up to 3,790,636 shares (including the shares acquired by virtue of previous similar decisions by the General Meetings of the company), with their price ranging from a minimum of 5? to a maximum of 15?; the meeting also decided that the time allowed for purchasing such shares may not exceed 12 months from the making of the relevant decision by this General Meeting of Shareholders, as laid down in Law 2190/1920. The General Meeting then authorised the Board of Directors of the Company to purchase the said treasury shares and laid down the time periods and quantities of shares to be purchased, always within the limits decided upon by the General Meeting, in compliance with all terms laid down in relevant legal provisions.
Item 9: Amendment of the articles of association and their codification into a single document in order to be in line with Law 2190/1920, as amended by Law 3604/2007 and presently in force.
The General Meeting unanimously approved the amendment of the following articles of association and their codification into a single document in order to be in line with Law 2190/1920, as amended by Law 3604/2007 and presently in force: Article 6.1, 6.1(b), 6.2, 6.3, Article 7 para.1, 2, 3, Article 9 para. 1, Article 11 para. 7, 10, Article 12 para. 17, Article 13, Article 15, Articles 17-27, Articles 28-29, Articles 30-33 and Articles 34-37.
Item 10: Miscellaneous items and announcements.
There were no other items and announcements.