ELGEKA S.A. would like to notify the investing public that today, on Monday the 30th of June 2008, at the company's head office at Kalohori, Echedoros Municipality, Thessaloniki, took place the Ordinary General Assembly of Shareholders. At the General Assembly three shareholders participated in person, representing 70,04% of the company' s total shares and votes, i.e. 22.450.800 shares of total 32.054.330 shares, and decided unanimously on the following subjects of the daily agenda:
1st Subject: Approved unanimously, with 22.450.800 votes against 0, the Annual Financial Statements and the Annual Consolidated Statements for the fiscal year 2007 as well as the appropriation of the profits.
2nd Subject: Approved unanimously with 22.450.800 votes against 0, the Board of Directors' Report and the Certified Auditor' s Report regarding the Annual Financial Statements and the Annual Consolidated Statements for the fiscal year 2007.
3rd Subject: Approved unanimously with 22.450.800 votes against 0, the discharge of both the BoD members and the Certified Auditor from any liability or compensation associated with the Annual Financial Statements and the Annual Consolidated Statements or deriving from the exercise of their duties for the fiscal year 2007 (01/01/2007 - 31/12/2007).
4th Subject: Elected unanimously with 22.450.800 votes against 0, ERNST & YOUNG (HELLAS) CERTIFIED AUDITORS for the audit of the company and the Consolidated Financial Statements for the fiscal year 2008 (01/01/2008 - 31/12/2008) who appointed Mr. Nikolaos Argyrou (A.M. SOEL 15511) as Regular Certified Auditor - Accountant and Mr. Christodoulos Seferis (A.M. SOEL 23431) as substitute.
5th Subject: Approved unanimously with 22.450.800 votes against 0, the implementation of the share buy back program, in accordance with the article 16 C.L. 2190/1920, up to 10% of the total share capital that today corresponds to 3.205.433 shares including 117.300 own shares which had been previously repurchased. The purchase shall take place during the period from the 04th of July 2008 to the 30th of June 2010 and the maximum purchase price was set at 10,00 Euros, while the minimum was set at 0,50 Euro per share.
6th Subject: Approved unanimously with 22.450.800 votes against 0, the remuneration of the non-executive members of the Board of Directors (article 24 par. 2, C.L. 2190/1920) of the amount of ? 56.200 for the fiscal 2007 and prior approved the remuneration of the fiscal year 2008.
7th Subject: Redefined and prior approved unanimously with 22.450.800 votes against 0, as maximum remuneration for each of the executive members working in the Company besides their main responsibilities, as consultants, through dependant working relationship or commission (par. 3 of article 24 of C.L. 2190/1920), the amount of ? 20.000 and as the maximum total amount of ? 850.000,00 annually (including bonus) for all the above mentioned members of the BoD.
8th Subject: Approved unanimously with 22.450.800 votes against 0, the increase of the number of the members of the Board of Directors from eight (8) to nine (9) and elected a new Board of Directors with 5 year tenure of office that will terminate on the 30th of June 2013.
The members of the Board of Directors are as follows:
1. Alexander Katsiotis son of George
2. Elli Drakopoulou wife of Nikolaos
3. Vassilios Evgenios son of Michael
4. George Pachis son of Panagiotis
5. Paraskevas Toktokoglou son of Haralabos
6. Michael Fandridis son of Emmanouil
7. Stylianos Georgioudakis son of Stylianos
8. Stylianos Stefanou son of Markos and
9. Kyriakos Sachanidis son of Socrates
Additionally, the Assembly appointed two (2) of the members of the Board of Director as independent members, according to the provision of the L. 3016/2002 regarding the Corporate Governance: Mr. Stylianos Stefanou and Mr. Kyriakos Sachanidis.
9th Subject: Decided and approved unanimously with 22.450.800 votes against 0, the compliance of the Articles of Association of the Company with the new stipulations of C.L. 2190/1920 (after L. 3604/2007) by amending, abolishing and renumbering the articles and its compilations into a single document. Additionally, the increase of the limit of the number of BoD members from nine (9) to eleven (11) was approved, and was determined the Head Office of the Company to be Echedoros Municipality than Kalohori Community which stood before the force of "Kapodistria" Law.
10th Subject: Approved unanimously with 22.450.800 votes against 0, the dissemination of the information by the company using electronic means, according to the article 18 of L. 3556/2007.
11th Subject: Approved unanimously with 22.450.800 votes against 0, to grant permission, according to article 23 par. 1 of C.L. 2190/1920, to the members of the Board of Directors and to Managers to participate to the Board of Directors or Management of other Companies with similar goals with that of the Company.
12th Subject: No decision was taken, while the President of the General Assembly of the shareholders of the Company announced that due to the change of the group' s strategic plan, the Investment Plan regarding the "Expansion of the existent Logistics center at Echedoros Municipality, Thessaloniki" will not be realized. Instead, the Company intends, in the near future to submit a petition for its subsidiary company (99,99% participation) "DIAKINISIS S.A. - Warehouses - Distribution - Promotional Packaging" to be subsumed to the amended Development Law 3299/2004.