Resolutions of the Ordinary Shareholders General Meeting of HERACLES GENERAL CEMENT COMPANY held on 22nd June 2012 at 18.00
Resolutions of the Ordinary Shareholders General Meeting of
HERACLES GENERAL CEMENT COMPANY
held on 22nd June 2012 at 18.00
During the 104th Ordinary General Meeting of the Company's Shareholders, in which 27 shareholders were present or represented by proxy, representing 64,220,007 shares, i.e. 90.345 % of the paid up share capital, the General Meeting took the following decisions:
1. Approved the financial statements of the financial year 2011 with the Annual Reports of the Board of Directors and the Auditors.
2. Discharged the Board Members and Auditors from any liability for damages whatsoever for the financial year 2011.
3. Elected the Auditing Company Deloitte «Deloitte. Hatzipavlou Sofianos & Kambanis S.A.» (SOEL NO E 120) for the financial year 2012 and defined the maximum amount of their fees.
4. Elected a new Board of Directors consisting of six members, as follows:
1. Manolis Chris Kyprianides
2. Louis Chavane
3. Pierre Deleplanque
4. Jean – Charles Blatz
5. Andreas G. Andreopoulos
6. Panos Kyriakopoulos
Τhe term of duties of the abovementioned members of the Board of Directors, according to article 11 of the Articles of Association of the Company is three years and expires on 22.6.2015, which may be automatically extended until the Ordinary General Assembly of the year 2015, which will decide regarding financial year 2014.
Messrs Andreas G. Andreopoulos and Panos Kyriakopoulos, were defined as independent members, since they fulfil conditions of articles 3 and 4 of Law 3016/2002, as amended by Law 3091/2002.
Messrs Louis Chavane (non executive member), Andreas G. Andreopoulos (independent non executive member), and Panos Kyriakopoulos (independent non executive member), were defined as members of the Audit Committee, according to article 37 of Law 3693/2008
5. Approved the remuneration and compensations of the Members of the Board of Directors for the financial year 2011 and pre-approved their remuneration until the Ordinary Shareholders' Meeting of 2013 which will decide regarding financial year 2012. The General Meeting of the Company's Shareholders granted also permission for the conclusion of agreements with Members of the Company's Board of Directors.
6. Granted to the Members of the Board of Directors, the General Managers and the Managers of the Company permission to participate in the Board of Directors' Meetings or in the Management of the Group's Companies, which pursue the same or similar goals.
7. Authorized the Board of Directors to proceed, at its discretion, to an own shares purchase program according to article 16 of C.L. 2190/1920, as being in force following its amendment by Law 3604/2007, through the Athens Stock Exchange, and with the following terms:
(a) The Company may proceed to the acquisition of own shares from 25.6.2012 and up to 24.6.2014
(b) The total number of own shares which the Company may buy should not exceed 7,108,270 shares. This number of shares represents the 1/10 of the paid up share capital.
(c) The acquisition of own shares will take place with a maximum price of 4.01 euros per share and minimum price of 1.30 euros per share. The above prices correspond to the maximum and minimum closing price of the last 12 months (23.6.2011 - 22.6.2012) respectively.
8. Announcements:
There were no announcements