EUROMEDICA S.A.
DECISIONS OF THE ORDINARY GENERAL MEETING HELD ON 29.06.2011
Shareholders holding 31,647,119 voting shares, corresponding to 72.52% of total shares, participated and were represented in the Ordinary General Meeting of Shareholders held on June 29, 2011.
At the said meeting, deliberations took place and decisions were made on the following agenda items:
Item 1: Submittal and approval of the annual financial statements and information of fiscal year 2010, i.e. Statement of Financial Position, Statement of Comprehensive Income, Cash Flow Statement, Statement of Changes in Equity and the Annual Financial Report, according to the International Financial Reporting Standards, after having heard the Reports of the Board of Directors and the Auditors.
The General Meeting unanimously approved the annual financial statements (consolidated and company), the income statement (for the fiscal year), the cash flow statement and the notes to the annual financial statements according to the International Accounting Standards for the fiscal year from 01.01.2010 to 31.12.2010 after having heard the Reports of the Board of Directors and the Auditors.
Item 2: Exemption of the members of the Board of Directors and the Chartered Auditor from any compensation liability, regarding the actions, management and annual Financial Statements of the above year (1.1.2010-31.12.2010), according to article 35 of Codified Law 2190/1920.
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 and the entire management of the closing fiscal year starting on 1.1.2010 and ending on 31.12.2010.
Item 3: Election of one regular and one deputy Chartered Auditor Accountant from the Body of Chartered Auditors for the 2011 fiscal year and determination of their fees.
The General Meeting, with 31,630,084 votes in favour (72.49%) and 17,035 against (0.04%), elected "DELTA SOCIETE ANONYME OF CERTIFIED AND REGISTERED AUDITORS (SOEL Reg. No 153), Member of BDO International, for the regular audit of the 2011 fiscal year (01.01-31.12.2011). The auditors fees shall be determined in accordance with the decisions of the Auditing Council of the Body of Chartered Auditors - Accountants.
Item 4: Approval of fees paid to persons of article 23a, Codified Law 2190/1920 for fiscal year 2010 and preliminary approval for fiscal year 2011.
The General Meeting with 31,633,382 votes in favour (72.49%) and 13,737 against (0.03%), approved the amounts paid to persons of article 23a, L.2190/1920 for fiscal year 2010.
Item 5: Announcement and approval of replacement of a resigned member of the Board of Directors.
The General Meeting unanimously approved the replacement of resigned member of the B.o.D. Mr. Iordanis Bletsos, by Mr. Vasileios Tsimpikakis son of Serafeim [executive member of the Board of Directors, Managing Director].
Item 6: Approval of election and election of members of the Compliance and Risk Management committee.
The General Meeting, with 31,630,817 votes in favour (72.48 %) and 16,302 against (0.04%), approved the election of Mr. Konstantinos Kafiras, Mr. Konstantinos Leontios, and Mrs. Evi Katsarou as members of the Compliance and Risk Management Committee, in accordance with the decision of the Companys Board of Directors on 31.01.2011, with which the above committee was established and whose term of office ends with the present Ordinary General Meeting. In addition, after due deliberation, the following persons were elected with 31,630,817 votes in favour (72.48 %) and 16,302 against (0.04%):
Mr. Konstantinos Kafiras, Mr. Konstantinos Leontios and Mrs. Evi Katsarou as new members of the Compliance and Risk Management Committee with a one-year term of office, and specifically until the next ordinary general meeting of the Company shareholders.
Item 7: Increase of par value of each Company share from €1.55 to €3.10, with simultaneous decrease of the number of Company shares (reverse split), at a 2 to 1 (old share/new share) ratio, i.e. by decreasing the number of shares from 43,640,820 to 21,820,410, and a corresponding issue of 21,820,410 new ordinary registered shares with a par value €3.10 each, in replacement of the 43,640,820 old ordinary registered shares with a value of €1.55.
The General Meeting with 31,633,382 votes in favour (72.48 %) and 13,737 against (0.03%), approved the increase of par value of each Company share from € 1.55 to € 3.10, with simultaneous decrease of the number of Company shares (reverse split) at a 2 to 1 (old shares/new share) ratio, i.e. by decreasing the number of shares from 43,640,820 to 21,820,410, and a corresponding issue of 21,820,410 new ordinary registered shares with a par value € 3.10 each, in replacement of the 43,640,820 old ordinary registered shares with a value of € 1.55. Following the above increase of par value of each Company share and the simultaneous decrease of the number thereof, the Share Capital still amounts to € 67,643,271.00, divided into 21,820,410 ordinary registered shares, with a par value of € 3.10 each.
Item 8: Amendment of article 5 of the Articles of Association, in view of the increase of the par value of the Company shares and the corresponding decrease of their number according to Item 7.
The General Meeting with 31,633,382 votes in favour (72.48 %) and 13,737 against (0.03%), approved the amendment of article 5 of the Articles of Association regarding the above act (reverse split).
At the said meeting, deliberations took place and decisions were made on the following agenda items:
Item 1: Submittal and approval of the annual financial statements and information of fiscal year 2010, i.e. Statement of Financial Position, Statement of Comprehensive Income, Cash Flow Statement, Statement of Changes in Equity and the Annual Financial Report, according to the International Financial Reporting Standards, after having heard the Reports of the Board of Directors and the Auditors.
The General Meeting unanimously approved the annual financial statements (consolidated and company), the income statement (for the fiscal year), the cash flow statement and the notes to the annual financial statements according to the International Accounting Standards for the fiscal year from 01.01.2010 to 31.12.2010 after having heard the Reports of the Board of Directors and the Auditors.
Item 2: Exemption of the members of the Board of Directors and the Chartered Auditor from any compensation liability, regarding the actions, management and annual Financial Statements of the above year (1.1.2010-31.12.2010), according to article 35 of Codified Law 2190/1920.
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 and the entire management of the closing fiscal year starting on 1.1.2010 and ending on 31.12.2010.
Item 3: Election of one regular and one deputy Chartered Auditor Accountant from the Body of Chartered Auditors for the 2011 fiscal year and determination of their fees.
The General Meeting, with 31,630,084 votes in favour (72.49%) and 17,035 against (0.04%), elected "DELTA SOCIETE ANONYME OF CERTIFIED AND REGISTERED AUDITORS (SOEL Reg. No 153), Member of BDO International, for the regular audit of the 2011 fiscal year (01.01-31.12.2011). The auditors fees shall be determined in accordance with the decisions of the Auditing Council of the Body of Chartered Auditors - Accountants.
Item 4: Approval of fees paid to persons of article 23a, Codified Law 2190/1920 for fiscal year 2010 and preliminary approval for fiscal year 2011.
The General Meeting with 31,633,382 votes in favour (72.49%) and 13,737 against (0.03%), approved the amounts paid to persons of article 23a, L.2190/1920 for fiscal year 2010.
Item 5: Announcement and approval of replacement of a resigned member of the Board of Directors.
The General Meeting unanimously approved the replacement of resigned member of the B.o.D. Mr. Iordanis Bletsos, by Mr. Vasileios Tsimpikakis son of Serafeim [executive member of the Board of Directors, Managing Director].
Item 6: Approval of election and election of members of the Compliance and Risk Management committee.
The General Meeting, with 31,630,817 votes in favour (72.48 %) and 16,302 against (0.04%), approved the election of Mr. Konstantinos Kafiras, Mr. Konstantinos Leontios, and Mrs. Evi Katsarou as members of the Compliance and Risk Management Committee, in accordance with the decision of the Companys Board of Directors on 31.01.2011, with which the above committee was established and whose term of office ends with the present Ordinary General Meeting. In addition, after due deliberation, the following persons were elected with 31,630,817 votes in favour (72.48 %) and 16,302 against (0.04%):
Mr. Konstantinos Kafiras, Mr. Konstantinos Leontios and Mrs. Evi Katsarou as new members of the Compliance and Risk Management Committee with a one-year term of office, and specifically until the next ordinary general meeting of the Company shareholders.
Item 7: Increase of par value of each Company share from €1.55 to €3.10, with simultaneous decrease of the number of Company shares (reverse split), at a 2 to 1 (old share/new share) ratio, i.e. by decreasing the number of shares from 43,640,820 to 21,820,410, and a corresponding issue of 21,820,410 new ordinary registered shares with a par value €3.10 each, in replacement of the 43,640,820 old ordinary registered shares with a value of €1.55.
The General Meeting with 31,633,382 votes in favour (72.48 %) and 13,737 against (0.03%), approved the increase of par value of each Company share from € 1.55 to € 3.10, with simultaneous decrease of the number of Company shares (reverse split) at a 2 to 1 (old shares/new share) ratio, i.e. by decreasing the number of shares from 43,640,820 to 21,820,410, and a corresponding issue of 21,820,410 new ordinary registered shares with a par value € 3.10 each, in replacement of the 43,640,820 old ordinary registered shares with a value of € 1.55. Following the above increase of par value of each Company share and the simultaneous decrease of the number thereof, the Share Capital still amounts to € 67,643,271.00, divided into 21,820,410 ordinary registered shares, with a par value of € 3.10 each.
Item 8: Amendment of article 5 of the Articles of Association, in view of the increase of the par value of the Company shares and the corresponding decrease of their number according to Item 7.
The General Meeting with 31,633,382 votes in favour (72.48 %) and 13,737 against (0.03%), approved the amendment of article 5 of the Articles of Association regarding the above act (reverse split).