NIREUS S.A.
Resolutions of the Annual Ordinary General Meeting of Shareholders of 20 May 2008)
NIREUS SA announces that the Annual Ordinary General Meeting of the Company that was held that May the 20th, 2008 at 15:00 p.m., was attended by person or in proxy by 40 shareholders representing 19.876.145 shares out of a total 51.530.273 shares, namely 38,572%. The General Meeting resolved on the following:
1. Approved the annual financial statements and consolidated financial statements for the fiscal year 2007 together with the relevant reports of the Board of Directors and the Auditors.
2. Approved the proposed distribution of profits for 2007 and a dividend of ? 0.10 per share. Beneficiaries of the dividend will be the shareholders of Monday, July the 7th 2008. The shares of the company will trade without the right to receive dividends on Tuesday, July the 8th 2008 (cut-off date). Payment of the dividend will commence on Tuesday, July 15, 2008 through a bank. The company will notify for the exact procedure of payment with a new announcement.
3. Released the members of the Board of Directors and the Auditors from any liability for indemnity with respect to the fiscal year 2007.
4. Elected for fiscal year 2008 as an auditor Mr Stylianos Xenakis of Michael with registration number S.O.E. 11541 and deputy auditor Mr George Nikolopoulos with registration number S.O.E. 14131, from S.O.L. SA
5. Approved the fees paid for the period from 30.06.2007 to 30.06.2008 and pre-approved the fees and remunerations paid to the members of the Board of Directors for the period to 30.06.2009.
6. Granted permission to the members of the BoD and to the executive officers of the Company to participate in the management and the Board of Directors of affiliated companies (pursuant to article 42e, par. 5, Law 2190/1920 and in accordance with article 23 of C.L. 2190/1920).
7. Due to lack of the quorum required by C.L. 2190/1920 and the Company's Articles of Association, the Meeting did not discuss nor decide on the 7th item on the agenda, regarding the increase of share capital via capitalization of reserves and concurrent decrease of the share capital by the same amount for offsetting losses, by a simultaneous reduction and increase in the nominal value of shares. The 1st Iterative General Meeting, as announced by the 18.04.2008 invitation, will be held on June the 2nd 2008, Monday at 15:00 at the Company's headquarters in Koropi, 1 km Vari-Koropi Avenue and Demokritou Street and/or the 2nd Iterative General Meeting will be held on June the 16th, Monday at 15:00 at the Company's headquarters in Koropi, 1 km Vari-Koropi Avenue and Demokritou Street
8. No decision was made on the 8th item of the agenda because it was not deemed appropriate at present.
9. Approved the harmonisation of the Company's Articles of Incorporation with the new provisions of the C.L. 2190/1920 by amendment, revocation and/or renumbering of the relevant articles. The Company's announcement with the proposed amendments of the Articles of Incorporation is available on the website of the Athens Stock Exchange www.ase.gr and on the Company's website (www.nireus.gr)
10. The President & CEO of the Company Mr. Aristides Belles discussed the trends and prospects of the aquaculture sector in Greece and abroad. Issues 1 and 2 were approved unanimously. Issues 3, 4, 5, 6 and 9 were approved with 19,872,864 votes for and 3,281 votes abstaining.
1. Approved the annual financial statements and consolidated financial statements for the fiscal year 2007 together with the relevant reports of the Board of Directors and the Auditors.
2. Approved the proposed distribution of profits for 2007 and a dividend of ? 0.10 per share. Beneficiaries of the dividend will be the shareholders of Monday, July the 7th 2008. The shares of the company will trade without the right to receive dividends on Tuesday, July the 8th 2008 (cut-off date). Payment of the dividend will commence on Tuesday, July 15, 2008 through a bank. The company will notify for the exact procedure of payment with a new announcement.
3. Released the members of the Board of Directors and the Auditors from any liability for indemnity with respect to the fiscal year 2007.
4. Elected for fiscal year 2008 as an auditor Mr Stylianos Xenakis of Michael with registration number S.O.E. 11541 and deputy auditor Mr George Nikolopoulos with registration number S.O.E. 14131, from S.O.L. SA
5. Approved the fees paid for the period from 30.06.2007 to 30.06.2008 and pre-approved the fees and remunerations paid to the members of the Board of Directors for the period to 30.06.2009.
6. Granted permission to the members of the BoD and to the executive officers of the Company to participate in the management and the Board of Directors of affiliated companies (pursuant to article 42e, par. 5, Law 2190/1920 and in accordance with article 23 of C.L. 2190/1920).
7. Due to lack of the quorum required by C.L. 2190/1920 and the Company's Articles of Association, the Meeting did not discuss nor decide on the 7th item on the agenda, regarding the increase of share capital via capitalization of reserves and concurrent decrease of the share capital by the same amount for offsetting losses, by a simultaneous reduction and increase in the nominal value of shares. The 1st Iterative General Meeting, as announced by the 18.04.2008 invitation, will be held on June the 2nd 2008, Monday at 15:00 at the Company's headquarters in Koropi, 1 km Vari-Koropi Avenue and Demokritou Street and/or the 2nd Iterative General Meeting will be held on June the 16th, Monday at 15:00 at the Company's headquarters in Koropi, 1 km Vari-Koropi Avenue and Demokritou Street
8. No decision was made on the 8th item of the agenda because it was not deemed appropriate at present.
9. Approved the harmonisation of the Company's Articles of Incorporation with the new provisions of the C.L. 2190/1920 by amendment, revocation and/or renumbering of the relevant articles. The Company's announcement with the proposed amendments of the Articles of Incorporation is available on the website of the Athens Stock Exchange www.ase.gr and on the Company's website (www.nireus.gr)
10. The President & CEO of the Company Mr. Aristides Belles discussed the trends and prospects of the aquaculture sector in Greece and abroad. Issues 1 and 2 were approved unanimously. Issues 3, 4, 5, 6 and 9 were approved with 19,872,864 votes for and 3,281 votes abstaining.