Announcement
Resolutions of the Annual General Shareholders Meeting held on June 26, 2012
The Annual Ordinary General Meeting was held on Tuesday, June 26, 2012, at 11.00, at Kifissia Attikis, 7, Kavalieratou Taki street, at the conference room. The total number of shares that were present or represented were 116.477.397 out of 322.925.288 total shares of the company, corresponding to a percentage of 36,07 % of the company' s share capital, with the total number of shareholders attending in person or being represented amounting to seven (7).
The following agenda items were discussed and decided:
1. The General Meeting approved, by a unanimous resolution of the represented to above Meeting 36, 07% of the paid up company share capital, corresponding to 116.477.397 votes of seven (7) shareholders, the Annual Financial Statements (Company's and Consolidated) for the year 2011 (1.1.2011 – 31.12.2011) as such statements were approved by the resolution of the board of directors with number 676 and dated 28.03.2012.
2. The General Meeting, by a unanimous resolution of the represented to above Meeting 36,07% of the paid up company share capital, corresponding to 116.477.397 votes of seven (7) shareholders, after calling each one of the shareholders who were present and represented, released the Board of Directors and the Auditor from any liability for the year 2011.
3. The General Meeting, by a unanimous resolution of the represented to above Meeting 36,07% of the paid up company share capital, corresponding to 116.477.397 votes of seven (7) shareholders, elected as Certified Auditor for the year 2012 the audit company PricewaterhouseCoopers, with registered seat at Halandri Attiki (268 Kifissias Avenue) with Companies Registry Number 30593/01ΑΤ/Β/94/91/99 and Certified Auditors Registry Number 113 and determined the remuneration of the aforementioned Audit Company up to the amount of two hundred fifteen thousand euros (215,000 €) for the audit of the Company's Financial Statements and the Consolidated Financial Statements for the year 2012 and as substitute auditor.
4. The General Meeting, by a unanimous resolution of the represented to above Meeting 36,07% of the paid up company share capital, corresponding to 116.477.397 votes of seven (7) shareholders, approved the election of Mr. Michael Panayis, by the Board of Directors during its meeting on 19.07.2011, as non executive member of the Board, in replacement of the resigned non executive member Mr. Theoharis Filippopoulos and the appointment by the Board of Directors during the same as above meeting, of the non executive – independent member of the Board of Directors, Mr. Petros Tzannetakis as member of the Audit Committee of article 37 of Law 3693/2008, in replacement of the resigned non executive member Mr. Theoharis Filippopoulos.
5. The General Meeting, by a unanimous resolution of the represented to above Meeting 36,07% of the paid up company share capital, corresponding to 116.477.397 votes of seven (7) shareholders, approved the total paid up amount of all kind of remunerations to the members of the Board of Directors, except of those employed by the Company by virtue of employment agreements, for the year 2011, i.e.:
(a) total amount of €150,000 as annual remuneration (attendance expenses) to the non executive members of the Board of Directors for their participation in the Board, i.e. 25.000 € to each of the above members and
(b) as further compensation of the independent-non executive members of the Board of Directors, who have been elected as members of the Audit Committee of article 37 of Law 3693/2008, for the time spent on their auditing tasks, the total annual amount of €46,700 for all three members .
Further on, the General Meeting, by the same as above unanimous resolution, determined the remunerations of the members of the Board of Directors, except of those employed by the Company by virtue of employment agreements, for the year 2012 to the same amounts as for year 2011, i.e. :
(a) The annual remuneration (attendance expenses) of each non executive member of the Board of Directors, participating in the Board to be set to the amount of 25,000 €, i.e. total amount of € 150.000 and
(b) The extra remuneration of the independent – non executive members of the Board of Directors, who have been appointed to the Audit Committee of article 37 of Law 3693/2008, for the time they will spent on their auditing tasks, to be set to the total annual amount of 46.700€ for all three members.
6. The General Meeting, by a unanimous resolution of the represented to above Meeting 36,07% of the paid up company share capital, corresponding to 116.477.397 votes of seven (7) shareholders, granted its authorization pursuant to article 23 paragraph 1 of Codified Law 2190/1920 to the members of the Board of Directors and to the Company's executives to participate in the Board of Directors and/or in the management of other companies of the Group pursuing the same or similar objectives as those pursued by the Company.
7. No other items were discussed, approved or announced.