S & B INDUSTRIAL MINERALS S.A.
Resolutions of the Annual Ordinary General Meeting
During the Annual Ordinary General Meeting of the Company's shareholders held on the 14th of May 2008, fifty eight (58) shareholders were present and representing 75.60% of the share capital.
From the above present shareholders, forty four (44) blocked their shares on time, representing 74.51% of the share capital and fourteen (14) were overdue, representing 1.09% of the share capital.
The following issues were firmly approved:
1. Submission and approval of the Annual Financial Statements for the fiscal year 2007 and of the relevant Board of Directors' and Auditors' Reports.
2. Release of the members of the Board of Directors and the Auditors from any liability for the fiscal year 2007.
3. Election of ordinary and substitute Auditors for the fiscal year 2008 and determination of their remuneration.
4. Approval of the distribution of profits.
5. Approval of remuneration of the members of the Board of Directors
6. Election of the new Board of Directors.
7. Approval of a program of distribution of shares for management executives and executive members of the Board of Directors in the form of stock options based on article 13 par 9 of amended Greek C.L. 2190/20.
8. Share capital increase with issuance of new shares for distribution to the personnel based on article 1 par 2 of P.D. 30/1998 through capitalization of non-distributed profits and amendment of articles 4 and 5 of the company's Articles of Association.
9. Share buy-back according to article 16 of amended Greek Law Ν.2190/20.
10. Amendment of the company's Articles of Association and harmonization based on the provisions of Greek C.L. 2190/20 as it stands after the amendment by Greek Law N. 3604/2007.
11. Approval of contract in accordance with article 23a of Greek Law Ν.2190/20.
1. Regarding the first issue of the agenda, the Annual Financial Statements for the fiscal year 2007 and the related Board of Directors' and Auditor's Reports, were approved with a majority (99.95%).
2. Regarding the second issue of the agenda, the release of the members of the Board of Directors and the Auditors from liabilities for the fiscal year 2007 was unanimously approved.
3. Regarding the third issue of the agenda, Mr. Vasilios Kaminaris' (SOEL ID 20411) election as ordinary Auditor and Mr. Christos Pelentridis' (SOEL ID 17831) as substitute, from company ERNST & YOUNG (HELLAS) CERTIFIED AUDITORS ACCOUNTANS S.A., for the fiscal year 2008 was unanimously approved and their reward was determined at the amount of 622.885 euro.
4. Regarding the fourth issue of the agenda, there was a unanimous approval on:
- Dividend distribution of euro 0.31 per share. The ex-dividend date is Friday May 16, 2007 and payment date is Monday May 26, 2008. Eligible to receive dividend are the shareholders of record on Thursday, the 15th of May, 2008 after the closing of the trading session of the ATHEX. As of Friday, May 16th, 2008 the shares of the company will be traded ex-dividend. Dividend payment will commence on Monday, May 26, 2008 until November 26th, 2008 and will be processed through EFG EUROBANK ERGASIAS S.A.
- Distribution of nine hundred thirteen thousand (913,000) euro to the personnel.
- Distribution of ninety nine thousand two hundred ninety seven (99,297) shares to management executives to be issued following a share capital increase.
5. Regarding the fifth issue of the agenda, the payment of 460,000 euro as remuneration of the members of the BoD and payment up to the amount of 50,000 euro per annum to Mr. Ioannis Karkalemis, member of the BoD, for the services provided were unanimously approved.
6. Regarding the sixth issue of the agenda, the election of the new Board of Directors was unanimously approved.
7. Regarding the seventh issue of the agenda, a majority of 99.73% of present shareholders approved the new plan of distribution of shares to executives of the company in the form of stock options. The distribution of up to 112,000 shares was approved with an exercise price set at 9.41 euro.
8. Regarding the eighth issue of the agenda, the share capital increase by ninety nine thousand two hundred ninety seven (99,297) euro through the issuance of ninety nine thousand two hundred ninety seven (99,297) new common shares of nominal value 1 euro each to be distributed to top executives of the company was unanimously approved. The share capital increase was decided in execution of the decision on the 4th issue.
9. Regarding the ninth issue of the agenda, the share buy-back of a maximum number of 3.000.000 shares was unanimously approved, with a maximum price of 30 euro per share and a minimum price of 1 euro per share. The time period in which the transactions will take place commences on the the 14th of May 2008 and ends on the 14th of May 2010.
10. Regarding the tenth issue of the agenda the amendment of the company's Articles of Association and harmonisation based on the provisions of Greek C.L. 2190/20 as it stands after the amendment by Greek Law N. 3604/2007 was unanimously approved.
11. Regarding the eleventh issue of the agenda, a special permission as specified by article 23a of Greek Law N. 2190/1920 was provided with a majority of 99.72% for the sale of property on Amerikis street 21-21a to the company ORYMIL SA.
From the above present shareholders, forty four (44) blocked their shares on time, representing 74.51% of the share capital and fourteen (14) were overdue, representing 1.09% of the share capital.
The following issues were firmly approved:
1. Submission and approval of the Annual Financial Statements for the fiscal year 2007 and of the relevant Board of Directors' and Auditors' Reports.
2. Release of the members of the Board of Directors and the Auditors from any liability for the fiscal year 2007.
3. Election of ordinary and substitute Auditors for the fiscal year 2008 and determination of their remuneration.
4. Approval of the distribution of profits.
5. Approval of remuneration of the members of the Board of Directors
6. Election of the new Board of Directors.
7. Approval of a program of distribution of shares for management executives and executive members of the Board of Directors in the form of stock options based on article 13 par 9 of amended Greek C.L. 2190/20.
8. Share capital increase with issuance of new shares for distribution to the personnel based on article 1 par 2 of P.D. 30/1998 through capitalization of non-distributed profits and amendment of articles 4 and 5 of the company's Articles of Association.
9. Share buy-back according to article 16 of amended Greek Law Ν.2190/20.
10. Amendment of the company's Articles of Association and harmonization based on the provisions of Greek C.L. 2190/20 as it stands after the amendment by Greek Law N. 3604/2007.
11. Approval of contract in accordance with article 23a of Greek Law Ν.2190/20.
1. Regarding the first issue of the agenda, the Annual Financial Statements for the fiscal year 2007 and the related Board of Directors' and Auditor's Reports, were approved with a majority (99.95%).
2. Regarding the second issue of the agenda, the release of the members of the Board of Directors and the Auditors from liabilities for the fiscal year 2007 was unanimously approved.
3. Regarding the third issue of the agenda, Mr. Vasilios Kaminaris' (SOEL ID 20411) election as ordinary Auditor and Mr. Christos Pelentridis' (SOEL ID 17831) as substitute, from company ERNST & YOUNG (HELLAS) CERTIFIED AUDITORS ACCOUNTANS S.A., for the fiscal year 2008 was unanimously approved and their reward was determined at the amount of 622.885 euro.
4. Regarding the fourth issue of the agenda, there was a unanimous approval on:
- Dividend distribution of euro 0.31 per share. The ex-dividend date is Friday May 16, 2007 and payment date is Monday May 26, 2008. Eligible to receive dividend are the shareholders of record on Thursday, the 15th of May, 2008 after the closing of the trading session of the ATHEX. As of Friday, May 16th, 2008 the shares of the company will be traded ex-dividend. Dividend payment will commence on Monday, May 26, 2008 until November 26th, 2008 and will be processed through EFG EUROBANK ERGASIAS S.A.
- Distribution of nine hundred thirteen thousand (913,000) euro to the personnel.
- Distribution of ninety nine thousand two hundred ninety seven (99,297) shares to management executives to be issued following a share capital increase.
5. Regarding the fifth issue of the agenda, the payment of 460,000 euro as remuneration of the members of the BoD and payment up to the amount of 50,000 euro per annum to Mr. Ioannis Karkalemis, member of the BoD, for the services provided were unanimously approved.
6. Regarding the sixth issue of the agenda, the election of the new Board of Directors was unanimously approved.
7. Regarding the seventh issue of the agenda, a majority of 99.73% of present shareholders approved the new plan of distribution of shares to executives of the company in the form of stock options. The distribution of up to 112,000 shares was approved with an exercise price set at 9.41 euro.
8. Regarding the eighth issue of the agenda, the share capital increase by ninety nine thousand two hundred ninety seven (99,297) euro through the issuance of ninety nine thousand two hundred ninety seven (99,297) new common shares of nominal value 1 euro each to be distributed to top executives of the company was unanimously approved. The share capital increase was decided in execution of the decision on the 4th issue.
9. Regarding the ninth issue of the agenda, the share buy-back of a maximum number of 3.000.000 shares was unanimously approved, with a maximum price of 30 euro per share and a minimum price of 1 euro per share. The time period in which the transactions will take place commences on the the 14th of May 2008 and ends on the 14th of May 2010.
10. Regarding the tenth issue of the agenda the amendment of the company's Articles of Association and harmonisation based on the provisions of Greek C.L. 2190/20 as it stands after the amendment by Greek Law N. 3604/2007 was unanimously approved.
11. Regarding the eleventh issue of the agenda, a special permission as specified by article 23a of Greek Law N. 2190/1920 was provided with a majority of 99.72% for the sale of property on Amerikis street 21-21a to the company ORYMIL SA.