RESOLUTIONS OF THE ORDINARY ANNUAL GENERAL MEETING
Thessaloniki, June 25th, 2012
Summary of resolutions of Ordinary Annual General Meeting of shareholders of company “ELGEKA S.A. Trade-Distributions Representations-Industry” of June 25, 2012
According to par. 4.1.3.3. of the Athens Stock Exchange Regulation, we inform you that today, June 25, 2012, Monday, at 12.00 a.m., took place at the company “ELGEKA S.A. Trade-Distributions-Representations-Industry” 's head office at the Industrial area of Sindos, Delta Municipality, Thessaloniki, the Ordinary Annual General Meeting of shareholders. At the General Meeting participated three (3) Shareholders, representing 22.997.940 common registered shares of the total 31.937.030 common registered shares and voting rights, i.e. there was a legal quorum with a percentage of 72,01% of the paid-up share capital, and decided unanimously on the following subjects of the daily agenda:
Regarding the 1st subject: With 22.997.940 valid votes that account for 72,01% of the paid-up share capital, approved by 22.997.940 votes in favour, representing a 100% majority of shares represented and voting, the Annual Financial Report of the fiscal year 2011, in which they are included the Annual Financial Statements of the Parent Company and the Group, the relevant Reports of the Board of Directors and the Audit Reports of the Chartered Certified Auditors as well as the Corporate Governance Statement according to article 43a par. 3 subpar. d of C.L. 2190/1920 as well as the non - distribution of dividends from the results of 2011.
Regarding the 2nd subject: With 22.997.940 valid votes that account for 72,01% of the paid-up share capital, approved by 22.997.940 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 2011 (01/01/2011-31/12/2011).
Regarding the 3rd subject: With 22.997.940 valid votes that account for 72,01% of the paid-up share capital, approved by 22.997.940 votes in favour, representing a 100% majority of shares represented and voting, the election of Auditing firm of Certified Auditors “Grant Thornton S.A.” to conduct the regular audit for the current year 2012 (01/01/2012 – 31/12/2012) and appointed Mr. Marios Konstantinos Lasanianos (A.M. SOEL 25101) as Regular Certified Auditor – Accountant and Mr. Konstantinos George Koutroulos (A.M. SOEL 25701) as substitute, which they will also proceed in issuing the relevant annual tax certificate as provided by par. 5 of article 82 of L. 2238/1994. It is also approved as the total remuneration of the Auditing firm for audits delegated to it in the current fiscal year, not to exceed eighty-nine thousand five hundred euro (€ 89.500) plus VAT, i.e. amount up to fifty-nine thousand five hundred euro (€ 59.500) to conduct regular audit of year 2012 and amount up to thirty thousand euro (€ 30.000) for the corresponding tax audit, and authorized the Board of Directors to make a final agreement based on estimates of the time it will be required, and considering the relative tender of the Audit firm to our Company.
Regarding the 4th subject: With 22.997.940 valid votes that account for 72,01% of the paid-up share capital, approved by 22.997.940 votes in favour, representing a 100% majority of shares represented and voting, the gross wages paid in the form of compensation (article 24 par. 2 of C.L. 2190/1920) to the non-executive members of the Board of Directors during the year 2011, totaling one hundred and eleven thousand euro (€ 111.000). Also, preapproved the reduction of the relevant wages that will be paid in the form of compensation to the non-executive members of the Board of Directors during the current fiscal year of 2012, so that the total wages not to exceed the amount of eighty thousand euro (€ 80.000), as will be specified at a special meeting of the Company's Board of Directors on 26/06/2012.
Regarding the 5th subject: With 22.997.940 valid votes that account for 72,01% of the paid up share capital, approved by 22.997.940 votes in favour, representing a 100% majority of shares represented and voting, the gross remuneration paid during the year 2011 in four (4) executive members of the Board of Directors of the Company, which amounted to six hundred eighty-nine thousand nine hundred twenty five euro (€ 689.925), and then it preapproved as maximum monthly salary or remuneration for each of the Executive Board of Directors' members the amount of twenty thousand euro (€ 20.000). It also authorized the Board of Directors to specify the exact amount of the monthly salary or remuneration of each Executive member, so that the total annual gross remuneration (including any bonus and other allowances) not exceed the already existing limit of eight hundred fifty thousand euro (€ 850.000).
Regarding the 6th subject: With 22.997.940 valid votes that account for 72.01% of the paid up share capital, approved by 22.997.940 votes in favour, representing a 100% majority of shares represented and voting, the signing of contract in accordance with article 23a of C.L. 2190/1920, between the Company and the newly elected executive member of Board of Directors with a mandate to provide consulting services to the Company and beyond his participation in the meetings of the Board of Directors, with a remuneration which shall not exceed the monthly amount of fifteen thousand euro (€ 15.000) plus VAT.
Regarding the 7th subject: With 22.997.940 valid votes that account for 72.01% of the paid up share capital, approved by 22.997.940 votes in favour, representing a 100% majority of shares represented and voting, the election of Mr. Michael Emmanuel Fandridis, a non-executive member of Board of Directors, as a member of the three-member Audit Committee of Article 37 of L. 3693/2008 to replace the resigned member Mr. Paraskevas Charalambos Toktokoglou.
Regarding the 8th subject: With 22.997.940 valid votes that account for 72.01% of the paid up share capital, approved by 22.997.940 votes in favour, representing a 100% majority of shares represented and voting, the increase in the number of members of Board of Directors from six (6) that is today to seven (7) members, within the framework provided by article 9 of the Company's Articles of Association and the election of new Board of Directors, which will have a term of four years, ending its tenure on 30/06/2016 and will consist of the following members:
1. Alexandros George Katsiotis,
2. Elli Drakopoulou, wife of Nikolaos, nee of George Katsiotis,
3. Stilianos Marcos Stefanou,
4. Anthimos Vasilios Misailidis,
5. Ilias Konstantinos Fotiadis,
6. Kiriakos Socrates Sachanidis and
7. Michael Emmanouil Fandridis.
In addition, under the provisions of paragraph 1 of article 3 of L. 3016/2002 (as in force following its amendment by L. 3091/2002) on Corporate Governance, and in implementing the adopted by the Company pursuant to 18/02/2011 by decision of its Board of Directors, Corporate Governance Code established by SEV, defined as Independent members, by members of the new Board of Directors, the following three (3) members:
INDEPENDENT MEMBERS
1. Stilianos Marcos Stefanou,
2. Kiriakos Socrates Sachanidis and
3. Michael Emmanouil Fandridis.
Regarding the 9th subject: With 22.997.940 valid votes that account for 72.01% of the paid up share capital, approved by 22.997.940 votes in favour, representing a 100% majority of shares represented and voting, the new three-member Audit Committee in accordance with article 37 of L. 3693/2008 as follows:
1. Stilianos Marcos Stefanou,
2. Kiriakos Socrates Sachanidis and
3. Michael Emmanouil Fandridis.
As Chairman of the three-member Audit Committee, whose mandate expires on 30/06/2016, was elected Mr. Stilianos Stefanou, who covers all the conditions required by article 37 of L. 3693/2008.
Regarding the 10th subject: With 22.997.940 valid votes that account for 72.01% of the paid up share capital, approved by 22.997.940 votes in favour, representing a 100% majority of shares represented and voting, the amendment of article 2 of the Company's Articles of Association due to the renaming of the Municipality of Company's Headquarters in "Municipality of Delta" from "Municipality of Echedoros " - which was called before its renaming - with the power of the "Kallikrates" (L. 3852/07-06-2010 Gazette 87/2010).
Regarding the 11th subject: With 22.997.940 valid votes that account for 72.01% of the paid up share capital, approved by 22.997.940 votes in favour, representing a 100% majority of shares represented and voting, the amendment of article 9 of Company's Articles of Association on duration of term for the Board of Directors, which will be four years from six years that was before the amendment.
Draft of the above amendments of the Articles of Association has been posted on May 31, 2012 at the site of ELGEKA and A.S.E.
Regarding the 12th subject: With 22.997.940 valid votes that account for 72.01% of the paid up share capital, approved by 22.997.940 votes in favour, representing a 100% majority of shares represented and voting, from the one side the granting of authorization under article 23 par. 1 of C.L. 2190/1920, to the members of the Board of Directors and Executive Officers of the Company in order to participate in the Board of Directors or in the Management of Group Companies, pursuing the same or similar purposes as those of Company, and on the other side the granting of authorization for participation of Managing Director of the Company, Mr. Alexandros Katsiotis as well as the Chief Financial Officer, Mr. Anthimos Misailidis, in the Board of Directors of other companies, outside the Group, which serve the same or similar purposes as those of the Company.
Regarding the 13th subject: Shareholders were informed of matters relating to the progress of the Company and of its subsidiaries and, in general, the prospects of the Group.