DIAS INVESTMENT CO. S.A.
Announcement of the decisions of the ordinary general meeting of 05/06/2008
"DIAS PORTFOLIO INVESTMENTS SA" announces that the Ordinary General Meeting of the Shareholders was held on 05/06/2008 in Athens, at the Great Britain Hotel. At the Meeting were present or represented 25 shareholders which represented 54,30% of the share capital (i.e. 27.271.679 common registered shares) and consequently, it existed quorum for the discussion of all the subjects on the agenda.
Specifically, the decisions of the Ordinary General Meeting on the subjects of the agenda are as follows.
SUBJECT 1: Submission and approval of the Financial Statements of the 16th financial year 1st of January 2007 - 31st of December 2007, as well as the reports of the BoD and of the chartered accountants. Profits' distribution.
The General Meeting unanimously approved the Financial Statements of the 16th financial year together with the Notes on these Financial Statements, the annual report of BoD, the audit reports of the chartered accountant as well as the profits' distribution.
The sum of euro 6.326.152,17 from the profit of the financial year 2007, will be distributed as dividend, and which, excluding the treasury stock of the Company, results to a total of euro 0,13 per share.
From 11/06/2008, the share will be traded on the Athens Stock Exchange without the right to the dividend ie beneficiaries of the dividend will be the shareholders at the close of the trading session on 10/06/2008.
The payment of the dividend will commence on 18/06/2008 and there will be a relevant announcement from the Board of Directors which has been authorised to proceed to all relevant announcements and actions.
SUBJECT 2: Renewal of the management of portfolio agreement with EUROBANK EFG ASSET MANAGEMENT AEPEY in accordance with article 32 of l.3371/2005.
The General Meeting unanimously approved the renewal for the financial year 2008 of the portfolio management agreement of the Company with EUROBANK EFG ASSET MANAGEMENT INVESTMENT FIRM S.A (former TELESIS ASSET MANAGEMENT INVESTMENT FIRM S.A) dated 18.01.2001 as modified and approved by the Extraordinary General Meeting on 29/9/2006 and the Ordinary Meeting on 25/04/2007.
SUBJECT 3: Release of the BoD members and the chartered accountants for the proceedings of the 16th financial year 1st of January 2007 - 31st of December 2007.
The General Meeting unanimously released all the Members of the Board of Directors and the Auditors from all liability for compensation for the financial year from 1/1/2007 to 31/12/2007
SUBJECT 4: Election of the chartered accountants, of a regular one and of a substitute one, for the checking of the Financial Statements of the 17th financial year 1st of January 2008 - 31st of December 2008 and determination of their fee.
The General Meeting unanimously elected for the audit control of 17th financial year the audit company PRICEWATERHOUSECOOPERS and specifically Mr Psaltis Thomas, chartered accountant, SOEL reg. no. 38081, as regular auditor and Mr Michalatos Konstantinos, chartered accountant, SOEL reg. no. 17701, as substitute. Further, it approved a maximum fee for the audit of the 17th financial year.
SUBJECT 5: Approval of replacement of the BoD members.
The General Meeting unanimously approved the elections of new members of the Board of Directors in replacement of resigned members.
SUBJECT 6: Approval of payment of their fees to the BoD members during the 16th financial year 1st of January 2007 - 31st of December 2007, in accordance with article 24 of c.l 2190/1920.
The General Meeting unanimously approved, according to article 24 of c.l 2190/1920, all the Board of Directors' fees and benefits for the 16th financial year.
SUBJECT 7: Pre-approval of fees and contracts with the BoD members, in accordance with article 23a of c.l 2190/1920.
With votes 26.731.619 that is a majority of 98,02% of the votes that were present or represented, the General Meeting pre-approved, according to the article 23a of c.l 2190/1920, fees - benefits and expenses of participation for the members of the Board of Directors for the 17th financial year, authorising the Board of Directors to decide for the payment and the distribution to its members.
Also, for the Managing Director it pre-approved the increase on his salary, the modification of his relative employment contract, the increase of the maximum annual limit of his regular and extraordinary acceptances as well as the use of corporate car.
SUBJECT 8: Provision of permit to the BoD members for their participation to companies with a similar purpose.
With votes 26.747.629 that is a majority of 98,08% of the votes that were present or represented, the General Meeting approved the issuing of a authorisation to the members of the Board of Directors to participate in companies with similar purpose provided that all the provisions of law for the code of ethics and the conflict of interests are satisfied.
SUBJECT 9: Amendment, abolition and renumbering of the Articles of Association provisions for harmonization with the provisions of c.l 2190/1920 as amended with l. 3604/2007 and more specifically for the amendment of articles 4, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 22, 23, 24, 25, 27, 28 and 29 and their renumbering and the abolition of articles 20, 21, 26, 30, 31.
The General Meeting unanimously approved the abolition and renumbering of the Articles of Association provisions for harmonization with the provisions of c.l 2190/1920 as amended by l. 3604/2007.
SUBJECT 10: Purchase of its own shares.
With votes 26.757.629 that is a majority of 98,12% of the votes that were present or represented, the General Meeting unanimously approved, according to the article 16 of the c.l 2190/1920, the purchase of own shares, authorising the Board of Directors to determine the more specific terms and relative details, as follows :
a) the Company will proceed to the acquisition of own shares, in one period or partially, within (24) months from today, ie until 05/06/2010, with a minimum acquisition price of euro 0,6 per share and a maximum acquisition price of euro 3,0 per share.
b) The maximum number of shares that will be bought, added up with the number of the own shares that already belong to the Company, will not exceed the 10% of the share capital of the Company (which corresponds today to 5.022.000 shares). It follows that in the percentage of 10% it will always be included the amount of own shares already belonging to the Company and shares can be bought up to this limit, in order for the total number of own shares, at each time, not to exceed this percentage.
If the current data (share capital etc) change, these numbers will be proportionally adjusted - in a mathematic manner - by a decision of the Board of Directors, which will be published, according to the current legislation, in order that the percentage of 10% is calculated on the share capital at each time. The company will proceed to market transactions of buying own shares according to the provisions of article 5 of EU Directive no. 2273/2003 with regard to the price and the daily volume of the shares bought.
SUBJECT 11: Approval of the transfer of information with the use of electronic means in accordance with article 18 of l. 3556/2007.
The General Meeting unanimously approved the transfer of information with the use of electronic means in accordance with article 18 of l. 3556/2007.
SUBJECT 12: Various announcements.
The General Meeting was informed that on 30/05/2008 the structure of the investment portfolio of the Company was as follows: local investments 70,76%, foreign investments 22,4%, cash balances 6,84%. The foreign investments concerned mainly the markets of Bulgaria, Romania, Cyprus, USA and Serbia. Further, the General Meeting was informed that the process of the merger by absorption of GLOBAL New Europe Fund Portfolio Investments S.A. from the Company, advances properly.
Specifically, the decisions of the Ordinary General Meeting on the subjects of the agenda are as follows.
SUBJECT 1: Submission and approval of the Financial Statements of the 16th financial year 1st of January 2007 - 31st of December 2007, as well as the reports of the BoD and of the chartered accountants. Profits' distribution.
The General Meeting unanimously approved the Financial Statements of the 16th financial year together with the Notes on these Financial Statements, the annual report of BoD, the audit reports of the chartered accountant as well as the profits' distribution.
The sum of euro 6.326.152,17 from the profit of the financial year 2007, will be distributed as dividend, and which, excluding the treasury stock of the Company, results to a total of euro 0,13 per share.
From 11/06/2008, the share will be traded on the Athens Stock Exchange without the right to the dividend ie beneficiaries of the dividend will be the shareholders at the close of the trading session on 10/06/2008.
The payment of the dividend will commence on 18/06/2008 and there will be a relevant announcement from the Board of Directors which has been authorised to proceed to all relevant announcements and actions.
SUBJECT 2: Renewal of the management of portfolio agreement with EUROBANK EFG ASSET MANAGEMENT AEPEY in accordance with article 32 of l.3371/2005.
The General Meeting unanimously approved the renewal for the financial year 2008 of the portfolio management agreement of the Company with EUROBANK EFG ASSET MANAGEMENT INVESTMENT FIRM S.A (former TELESIS ASSET MANAGEMENT INVESTMENT FIRM S.A) dated 18.01.2001 as modified and approved by the Extraordinary General Meeting on 29/9/2006 and the Ordinary Meeting on 25/04/2007.
SUBJECT 3: Release of the BoD members and the chartered accountants for the proceedings of the 16th financial year 1st of January 2007 - 31st of December 2007.
The General Meeting unanimously released all the Members of the Board of Directors and the Auditors from all liability for compensation for the financial year from 1/1/2007 to 31/12/2007
SUBJECT 4: Election of the chartered accountants, of a regular one and of a substitute one, for the checking of the Financial Statements of the 17th financial year 1st of January 2008 - 31st of December 2008 and determination of their fee.
The General Meeting unanimously elected for the audit control of 17th financial year the audit company PRICEWATERHOUSECOOPERS and specifically Mr Psaltis Thomas, chartered accountant, SOEL reg. no. 38081, as regular auditor and Mr Michalatos Konstantinos, chartered accountant, SOEL reg. no. 17701, as substitute. Further, it approved a maximum fee for the audit of the 17th financial year.
SUBJECT 5: Approval of replacement of the BoD members.
The General Meeting unanimously approved the elections of new members of the Board of Directors in replacement of resigned members.
SUBJECT 6: Approval of payment of their fees to the BoD members during the 16th financial year 1st of January 2007 - 31st of December 2007, in accordance with article 24 of c.l 2190/1920.
The General Meeting unanimously approved, according to article 24 of c.l 2190/1920, all the Board of Directors' fees and benefits for the 16th financial year.
SUBJECT 7: Pre-approval of fees and contracts with the BoD members, in accordance with article 23a of c.l 2190/1920.
With votes 26.731.619 that is a majority of 98,02% of the votes that were present or represented, the General Meeting pre-approved, according to the article 23a of c.l 2190/1920, fees - benefits and expenses of participation for the members of the Board of Directors for the 17th financial year, authorising the Board of Directors to decide for the payment and the distribution to its members.
Also, for the Managing Director it pre-approved the increase on his salary, the modification of his relative employment contract, the increase of the maximum annual limit of his regular and extraordinary acceptances as well as the use of corporate car.
SUBJECT 8: Provision of permit to the BoD members for their participation to companies with a similar purpose.
With votes 26.747.629 that is a majority of 98,08% of the votes that were present or represented, the General Meeting approved the issuing of a authorisation to the members of the Board of Directors to participate in companies with similar purpose provided that all the provisions of law for the code of ethics and the conflict of interests are satisfied.
SUBJECT 9: Amendment, abolition and renumbering of the Articles of Association provisions for harmonization with the provisions of c.l 2190/1920 as amended with l. 3604/2007 and more specifically for the amendment of articles 4, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 22, 23, 24, 25, 27, 28 and 29 and their renumbering and the abolition of articles 20, 21, 26, 30, 31.
The General Meeting unanimously approved the abolition and renumbering of the Articles of Association provisions for harmonization with the provisions of c.l 2190/1920 as amended by l. 3604/2007.
SUBJECT 10: Purchase of its own shares.
With votes 26.757.629 that is a majority of 98,12% of the votes that were present or represented, the General Meeting unanimously approved, according to the article 16 of the c.l 2190/1920, the purchase of own shares, authorising the Board of Directors to determine the more specific terms and relative details, as follows :
a) the Company will proceed to the acquisition of own shares, in one period or partially, within (24) months from today, ie until 05/06/2010, with a minimum acquisition price of euro 0,6 per share and a maximum acquisition price of euro 3,0 per share.
b) The maximum number of shares that will be bought, added up with the number of the own shares that already belong to the Company, will not exceed the 10% of the share capital of the Company (which corresponds today to 5.022.000 shares). It follows that in the percentage of 10% it will always be included the amount of own shares already belonging to the Company and shares can be bought up to this limit, in order for the total number of own shares, at each time, not to exceed this percentage.
If the current data (share capital etc) change, these numbers will be proportionally adjusted - in a mathematic manner - by a decision of the Board of Directors, which will be published, according to the current legislation, in order that the percentage of 10% is calculated on the share capital at each time. The company will proceed to market transactions of buying own shares according to the provisions of article 5 of EU Directive no. 2273/2003 with regard to the price and the daily volume of the shares bought.
SUBJECT 11: Approval of the transfer of information with the use of electronic means in accordance with article 18 of l. 3556/2007.
The General Meeting unanimously approved the transfer of information with the use of electronic means in accordance with article 18 of l. 3556/2007.
SUBJECT 12: Various announcements.
The General Meeting was informed that on 30/05/2008 the structure of the investment portfolio of the Company was as follows: local investments 70,76%, foreign investments 22,4%, cash balances 6,84%. The foreign investments concerned mainly the markets of Bulgaria, Romania, Cyprus, USA and Serbia. Further, the General Meeting was informed that the process of the merger by absorption of GLOBAL New Europe Fund Portfolio Investments S.A. from the Company, advances properly.