M. J. MAILLIS S.A.

Resolutions of the Annual General Shareholders Meeting held on June 27, 2013

27/06/2013

Resolutions of the Annual General Shareholders Meeting held on June 27, 2013

 

The Annual Ordinary General Meeting was held on Thursday, June 27, 2013, at 11.00, at Kifissia Attikis, 7, Kavalieratou Taki street, at the conference hall. The total number of shares that were present or represented were 107.122.090 out of 322.925.288 total shares of the company, corresponding to a percentage of 33,172%   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 of 33,172% the paid up company share capital, corresponding to 107.122.090 votes of seven (7) shareholders, the Annual Financial Statements (Company's and Consolidated) for the fiscal year 2012 (1.1.2012 – 31.12.2012) as such statements were approved by the resolution of the board of directors with number 695 and dated 28.03.2013.

2. The General Meeting, by a unanimous resolution of the represented to above Meeting 33,172% of the paid up company share capital, corresponding to 107.122.090 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 fiscal year 2012.

3. The General Meeting, by resolution of the represented to above Meeting 33,171% of the paid up company share capital, corresponding to 107.118.120 votes of six (6) shareholders, elected as Certified Auditor for the fiscal year 2013 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 sixty two thousand  euros (262,000 €) for the audit of the Company's Financial Statements  and the Consolidated Financial Statements for the fiscal year 2013 and as  substitute auditor and provided that the merger of the Company by absorption of its 100% affiliate STRAPTECH SA is  completed by the end of fiscal year 2013, otherwise above remuneration will amount to 215.000 €.

4.The General Meeting, by a unanimous resolution of the represented to above Meeting 33,172% of the paid up company share capital, corresponding to 107.122.090 votes of seven (7) shareholders, approved the election of:

a) Mr. Ioannis Lentzos, during the meeting of the Board of Directors on 07.03.2013, as member of the Board of Directors, in replacement of the resigned  executive member Mr. Alexandros Tasopoulos

b)            Mr. Faidon Stratos, during the same as above meeting of the Board of Directors, as independent  member the Board of Directors, in replacement of the resigned independent non executive member Mr. Menelaos Tasopoulos.

c)            Mr. Dimitrios Kouvatsos, during the meeting of the Board of Directors on 10.06.2013, as member of the Board of Directors in replacement of the resigned executive member Mr. Markus Petrus Heinrich Kollmann.

5. The General Meeting, by a unanimous resolution of the represented to above Meeting 33,172% of the paid up company share capital, corresponding to 107.122.090 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 fiscal year 2012, 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 fiscal year 2013  to the same amounts as for fiscal year 2012, i.e. :

(a)          The annual remuneration (attendance fees) 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 33,172% of the paid up company share capital, corresponding to 107.122.090 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. The General Meeting, by resolution of the represented to above Meeting 33,171% of the paid up company share capital, corresponding to 107.118.120 votes of six (6) shareholders, resolved, in conformity to the provisions of  article 47 of cl. 2190/1920, due to the Company's equity being less than 50% of the Company's share capital,  the continuation of the Company 's activity and authorized  the Board of Directors to co operate with the Company's lenders for the restructuring of the Company's loans, which (restructuring) will include, among others, the partial  capitalization of  loans, that will result to the full reconstitution of the ratio of Company's equity to its  share capital .

8. The General Meeting, by resolution of the represented to above Meeting 33,171% of the paid up company share capital, corresponding to 107.118.120 votes of six (6) shareholders, approved: a) the modification of paragraphs 3,4 and 5 of Article 9 of the Articles of Incorporation regarding the replacement of the members of the Board of Directors (so that the Articles of Incorporation incorporate the options that Law 3604/2007 adopted for the prevention of lack of management, for formality reasons) and b) the modification of paragraph 2 of Article 19 of the Articles of Incorporation regarding the formalities of publication of the Invitation to the Shareholders' Meeting, so that it is harmonized to the provisions of article 232 of Law  4072/2012. The new wording of the modified as above provisions of the Articles of Incorporation, is as follows:

 

“Article 9

Composition- Term of office – Replacement of  Members of the Board of Directors – Appointment of Members of the Board of Directors by Shareholders

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3. In the event that the place of a member of the Board of Directors who has been elected by the General Meeting or by the Board of Directors becomes vacant by reason of resignation or death or forfeiture of rights due to any reason whatsoever, the remaining members of the Board of Directors, on condition that they are at least three, will elect as soon as possible a new member  for the purpose of filling such vacancy. Such election will be submitted to publicity pursuant to Article 7b of C.L. 2190/1920 and shall be announced by the Board of Directors to the next following General Meeting, which may replace the members elected as above, even if no relevant item is included in its Agenda. The acts of the members of the Board of Directors who are elected in that manner will be valid even if they are replaced by the General Meeting.

4. In the event of replacement of a member of the Board of Directors during the term of its  office due to any reason or cause whatsoever, the term of office of the member who is elected or is appointed in substitution for the former will last up to the time at which the term of office of the member  being substituted for would normally expire.

5. In any case, the remaining members of the Board of Directors, independently of their number, may convene the General Meeting for the sole purpose of electing a new Board of Directors. 

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“Article 19

Invitation to the General Meeting

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2. The invitation to the General Meeting includes at least the premises where the Meeting is convened, with reference to the exact address, date and time of the session, as well as express  mention of the items of the agenda. It also includes the Shareholders that are entitled to participate, as well as precise instructions about  how the Shareholders will be able to participate and exercise their rights in person  or by proxy. This invitation is posted on the Company's website and published  in the Bulletin of the State Gazette for the Societes Anonymes- Limited Liability Companies and the General Trade Registry ten (10) days  before the General Meeting, as per article 3 of Presidential Decree dated January 16, 1930 "on the Bulletin of Societes Anonymes”. The competent General Trade Registry must be notified about above posting to the Company's website without delay. If the Company does not have a website or if such website has not been registered to the Company's ledger with the General Trade Registry,   the invitation to the General Meeting must be published, in addition to the Bulletin of the State Gazette for the Societes Anonymes- Limited Liability Companies and the General Trade Registry, in a daily financial newspaper with nationwide circulation.”

The General Meeting also approved  the codification of the Articles of Incorporation, so that above modifications are integrated in a unified text.