ELGEKA S.A.
RESOLUTIONS OF THE ORDINARY GENERAL MEETING OF SHAREHOLDERS HELD ON THE 27TH OF JUNE 2011
ELGEKA S.A. would like to notify the investing public that today, on Monday the 27th of June 2011, at 12.00 a.m., at the company's head office at the Industrial area of Sindos, Delta Municipality, Thessaloniki, took place the Ordinary General Meeting of Shareholders. At the General Meeting four (4) shareholders participated in person, representing 22.998.240 common registered shares of the total 31.734.530 common registered shares and voting rights, i.e. 72,47% of the paid-up company share capital, not counting 202.500 own common shares and decided unanimously on the following subjects of the daily agenda:
1st Subject: With 22.998.240 valid votes that account for 72,47% of the paid-up share capital, approved by 22.998.240 votes in favour, representing a 100% majority of shares represented and voting, the Annual Financial Report of the fiscal year 2010 (01.01.2010-31.12.2010), in which they are included the Annual Financial Statements of the Company and the Group, the relevant reports of the Board of Directors and the Audit Reports of the Chartered Auditors as well as the Corporate Governance Statement according to article 43a par. 3 of Codified Law 2190/1920 as well as the non - distribution of dividends.
2nd Subject: With 22.998.240 valid votes that account for 72,47% of the paid-up share capital, approved by 22.998.240 votes in favour, representing a 100% majority of shares represented and voting, the discharge of both the members of the Board of Directors and of the Auditors from any liability for compensation for the fiscal year 2010.
3rd Subject: With 22.998.240 valid votes that account for 72,47% of the paid-up share capital, approved by 22.998.240 votes in favour, representing a 100% majority of shares represented and voting, the election of ERNST & YOUNG (HELLAS) CERTIFIED AUDITORS S.A. for the audit of the company and the Consolidated Financial Statements for the fiscal year 2011 (01/01/2011 - 31/12/2011) and appointed Mr. Papazoglou Panagiotis (A.M. SOEL 16631) as Regular Certified Auditor - Accountant and Mr. Katsaganis Konstantinos (A.M. SOEL 25921) as substitute.
4th Subject: With 22.998.240 valid votes that account for 72,47% of the paid-up share capital, approved by 22.998.240 votes in favour, representing a 100% majority of shares represented and voting, the compensation - remuneration paid to the members of the Board of Directors during the fiscal year 2010 and pre-approval of the compensation - remuneration for the fiscal year 2011.
5th Subject: With 22.998.240 valid votes that account for 72,47% of the paid-up share capital, approved by 22.998.240 votes in favour, representing a 100% majority of shares represented and voting, the amendment of articles 19, 21, 22, 23, 25 and 29 of the Articles of Association of the Company in order to be harmonized with L. 3884/2010.
6th Subject: With 22.998.240 valid votes that account for 72,47% of the paid-up share capital, approved by 22.998.240 votes in favour, representing a 100% majority of shares represented and voting, the amendment of articles 9, (Regarding the tenure of office of the BoD), 12 (Regarding the place of holding BoD meetings), 30 (Regarding Auditors) and 31 (Regarding Annual Financial Statements) of the Articles of Association of the Company and their encoding to a combined text.
7th Subject: With 22.998.240 valid votes that account for 72,47% of the paid-up share capital, approved by 22.998.240 votes in favour, representing a 100% majority of shares represented and voting, the grant of permission, in accordance to paragraph 1, article 23 of C.L. 2190/1920, to the Board of Directors' members and the Executives of the Company to participate in the Board of Directors or in the management of other companies of the Group, or other companies having similar purposes and therefore to grant permission to the President and Managing Director of the Company, Mr. Alexander Katsiotis, to participate to Board of Directors of other companies, other than the Group's, having similar purposes.
8th Subject: The Shareholders were informed of the recent development of the Company and of its subsidiaries and finally of the future prospects of the Group.
1st Subject: With 22.998.240 valid votes that account for 72,47% of the paid-up share capital, approved by 22.998.240 votes in favour, representing a 100% majority of shares represented and voting, the Annual Financial Report of the fiscal year 2010 (01.01.2010-31.12.2010), in which they are included the Annual Financial Statements of the Company and the Group, the relevant reports of the Board of Directors and the Audit Reports of the Chartered Auditors as well as the Corporate Governance Statement according to article 43a par. 3 of Codified Law 2190/1920 as well as the non - distribution of dividends.
2nd Subject: With 22.998.240 valid votes that account for 72,47% of the paid-up share capital, approved by 22.998.240 votes in favour, representing a 100% majority of shares represented and voting, the discharge of both the members of the Board of Directors and of the Auditors from any liability for compensation for the fiscal year 2010.
3rd Subject: With 22.998.240 valid votes that account for 72,47% of the paid-up share capital, approved by 22.998.240 votes in favour, representing a 100% majority of shares represented and voting, the election of ERNST & YOUNG (HELLAS) CERTIFIED AUDITORS S.A. for the audit of the company and the Consolidated Financial Statements for the fiscal year 2011 (01/01/2011 - 31/12/2011) and appointed Mr. Papazoglou Panagiotis (A.M. SOEL 16631) as Regular Certified Auditor - Accountant and Mr. Katsaganis Konstantinos (A.M. SOEL 25921) as substitute.
4th Subject: With 22.998.240 valid votes that account for 72,47% of the paid-up share capital, approved by 22.998.240 votes in favour, representing a 100% majority of shares represented and voting, the compensation - remuneration paid to the members of the Board of Directors during the fiscal year 2010 and pre-approval of the compensation - remuneration for the fiscal year 2011.
5th Subject: With 22.998.240 valid votes that account for 72,47% of the paid-up share capital, approved by 22.998.240 votes in favour, representing a 100% majority of shares represented and voting, the amendment of articles 19, 21, 22, 23, 25 and 29 of the Articles of Association of the Company in order to be harmonized with L. 3884/2010.
6th Subject: With 22.998.240 valid votes that account for 72,47% of the paid-up share capital, approved by 22.998.240 votes in favour, representing a 100% majority of shares represented and voting, the amendment of articles 9, (Regarding the tenure of office of the BoD), 12 (Regarding the place of holding BoD meetings), 30 (Regarding Auditors) and 31 (Regarding Annual Financial Statements) of the Articles of Association of the Company and their encoding to a combined text.
7th Subject: With 22.998.240 valid votes that account for 72,47% of the paid-up share capital, approved by 22.998.240 votes in favour, representing a 100% majority of shares represented and voting, the grant of permission, in accordance to paragraph 1, article 23 of C.L. 2190/1920, to the Board of Directors' members and the Executives of the Company to participate in the Board of Directors or in the management of other companies of the Group, or other companies having similar purposes and therefore to grant permission to the President and Managing Director of the Company, Mr. Alexander Katsiotis, to participate to Board of Directors of other companies, other than the Group's, having similar purposes.
8th Subject: The Shareholders were informed of the recent development of the Company and of its subsidiaries and finally of the future prospects of the Group.