GENERAL ASSEMBLY OF SHAREHOLDERS RESOLUTION DATED28/6/2013

 

In accordance with article 4.1.3.3 of the Athens Exchange Rulebook it is hereby announced:

 

Annual General Assembly of Shareholders convened today Friday, June 28, 2013, with the participation of ten (10) shareholders, duly representing 72.60% of the Company's total Share Capital, and resolved as follows:

 

1. Company and Consolidated financial statements for the fiscal year 2012 (01/01/2012 to 31/12/2012) were unanimously approved.

 

2. The non–distribution of dividends to the Company's shareholders for the fiscal year 2012 and the transfer of the balance of the account “Profit” of year 2012, amounting to Euro 4.14 mil. in the account “Retained Earnings” were unanimously approved, to further strengthen shareholders' equity.

 

3. Members of the Board of Directors and the Certified Auditors - Accountants were exempt from any liability for the fiscal year 2012 (01/01/2012 to 31/12/2012).

 

4. New Board of Directors for a term of two years was elected, as follows:

Executive members: Fidakis Georgios son of Athanasios, Pantousis Ioannis son of Dimitrios and Demenegas Andreas – Fotios son of Konstantinos, and

 

Independent non Executive members: Stroggylopoulos Georgios son of Athanasios, Katsoulakos Ioannis son of Sokratis, Lioukas Spyros son of Konstantinos and Piblis Nicolaos son of Evarestos.

 

5. Spyros Lioukas, Ioannis Katsoulakos and Georgios Stroggylopoulos were elected as new members of Audit Committee, in accordance with the article 37, L. 3693/2008.

 

6. The already disbursed for fiscal year 2012 until 30/04/2012 remuneration fees of the independent non-executive Members of the Board were approved and no remuneration fees will be granted to the Members of the Board for the fiscal year 2013.

 

7. Authorization for five years to the Members of the Board of Directors to Company's share capital increase, in accordance with the article 13, par 1b, Codified Law 2190/1920.

 

8. Permission was granted, in accordance with article 23, Codified Law 2190/1920, to establish contract agreements between the Company and Members of the Board, or between the Company and companies related to the Members of the Board.

 

 9. Permission to the Members of the Board of Directors and to the Company's Management was granted to participate as Members of the Board of Directors in or as Management in other companies of similar business scope, in accordance with article 23, paragraph 1, of Codified Law 2190/1920.

 

10. GRANT THORNTON S.A. was elected as Certified Auditors, including tax audit, of the Company for the financial statements, Company and Consolidated, for the fiscal year 2013 (01/01/2013 to 31/12/2013).

 

11. Approved the existing contracts between the Company and affiliated or related companies.

 

Moreover, reference was made to the satisfactory progress so far of both the Company and the Group, while the Management estimates that the Company's sales in the first half will be higher compared with those in the corresponding period last year, with the results being formed at the same level. This makes the Management overly optimistic for the rest of the fiscal year, taking always into account the general market conditions. Finally, it was mentioned that the merger through absorption by F.G. EUROPE S.A. of the subsidiary companies FIDAKIS LOGISTICS S.A. and FIDAKIS SERVICE S.A. proceeds, which results are expected to be positive for the Company, due to synergies and economies of scale.