Resolutions of the Ordinary Shareholders General Meeting of HERACLES GENERAL CEMENT COMPANY held on 27th June 2013 at 18.00
Resolutions of the Ordinary Shareholders General Meeting of
HERACLES GENERAL CEMENT COMPANY
held on 27th June 2013 at 18.00
During the 106th Ordinary General Meeting of the Company's Shareholders, in which 25 shareholders were present or represented by proxy, representing 63,885,954 shares, i.e. 89.87 % of the paid up share capital, the General Meeting took the following decisions:
1. Approved the financial statements of the financial year 2012 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 2012.
3. Elected the Auditing Company Deloitte «Deloitte. Hatzipavlou Sofianos & Kambanis S.A.» (SOEL NO E 120) for the financial year 2013 and defined the maximum amount of their fees.
4. Approved the remuneration and compensations of the Members of the Board of Directors for the financial year 2012 and pre-approved their remuneration until the Ordinary Shareholders' Meeting of 2014 which will decide regarding financial year 2013. 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.
5. 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.
6. Approved the amendment of article 11 of the Articles of Association of the Company, in order the Board of Directors to consist from five to nine members, instead of six to nine members. It also approved the amendment of articles 15 on the quorum of the Board of Directors and 18 on the necessary number of the remaining members for the replacement of the vacant members or the carrying on of the management and the representation of the Company without replacing the vacant members, in order same to be adjusted to the new number of members of the Board of Directors.
7. The shares purchase program through Athens Stock Exchange which had been decided by the Ordinary General Assembly of 22.6.2012 according to article 16 of C.L. 2190/192, following its amendment by Law 3604/2007, remains in force until 24.6.2014.
8. Approved the Board of Director's decision dated March 25th 2013 for the “Reorganisation of HERACLES General Cement Co production structure”
9. Following the completion of the registration of the Company to the General Commercial Registry (GEMI) and the registration of the Company's web site address (www.lafarge.gr), it was announced that the publication of the invitation for the next General Assembly onwards will take place according to the legislation in force, in Government Gazette Issue SA-LTD Co and GEMI, as well as with uploading in the abovementioned Company's website and not in newspapers.