SPRIDER STORES S.A

ANNOUNCEMENT FOR THE RESOLUTIONS OF SHAREHOLDERS' MEETING

Thessalonica, July 1, 2013

 

 

The Annual Ordinary General Shareholders Meeting of SPRIDER STORES SA was held on Friday, June 28, 2013, at the company's business headquarters in Thessalonica. A total of 3 shareholders were present, owning 15,772,595 shares out of 26,262,660 shares outstanding, representing 60.06% of the paid up share capital; therefore the General meeting was validly held in quorum regarding all agenda items. In specific, the General Meeting:

1. Approved, the company and the consolidated Annual Financial Report of the fiscal year from 01/01/2012 to 31/12/2012, under the International Financial Reporting Standards (I.F.R.S.) upon the announcement of the Board of Directors Management Report and the Audit Report of the Chartered Accountants – Auditors. [Voted: 15,772,595 (100% of the shareholders presented), For: 15,772,595 (100%)]


2.
Approved the earnings distribution (losses) for the fiscal year from 01/01/2012 to 31/12/2012. [Voted: 15,772,595 (100% of the shareholders presented), For: 15,772,595 (100%)]


3. 
Approved to discharge the members of the Board of Directors and the Chartered Accountant – Auditor from any liabilities arising from the fiscal year 2012. [Voted: 15,772,595 (100% of the shareholders presented), For: 15,772,595 (100%)]


4. 
Approved the remunerations and other expenses paid to Board of Directors members during the fiscal year 2012, which amounted to euro 542,272.20 and pre-approved the remunerations for the fiscal year 2013 (January 1, 2013 to December 31, 2013) to not exceed totally euro 18,000 per month for all Board members. [Voted: 15,772,595 (100% of the shareholders presented), For: 15,772,595 (100%)]


5. 
Approved GRANT THORNTON S.A. to conduct the audit of FY 2012. [Voted: 15,772,595 (100% of the shareholders presented), For: 15,772,595 (100%)].


6. 
Validated the election of temporary Board members, according to the relevant decisions of BoD meetings dated January 17, 2013 and June 3, 2013. Specifically the annual shareholders' meeting validated the election of:

  • Mr. Vasileios Lampros Karellas, CEO and executive board member according to the extraordinary shareholders' meeting dated October 27, 2012, occupying the position of Chairman since January 17, 2013 after the resignation of the BoD Chairman and executive member Mr. Athanasios Dorotheos Hatzioannou, according to the BoD meeting dated January 17, 2013.
  • Mr. Kyriakos Iosof Fesatidis, as a temporary board member, independent non- executive, according to the BoD meeting dated January 17, 2013, after the resignation of the BoD Chairman and executive member, Mr. Athanasios Dorotheos Hatzioannou.
  • Mr. Dimitrios Efstathios Rouftis, as an independent non - executive member, replacing as of June 3, 2013, the resigned Chairman, CEO and executive board member as appointed by the the BoD meeting dated January 17, 2013, Mr. Vasileios Lampros Karellas.
  • Mrs. Maria Vasileios Tasioura as an independent non - executive member, replacing as of June 3, 2013, the resigned independent non - executive member Mr. Grigorios Savvas Oroilidis.
  • Mr. Nikolaos Socrates Varsamis, as BoD Chairman, CEO and executive board member, replacing as of June 3, 2013, the resigned BoD Chairman, CEO and executive board member, as appointed by the the BoD meeting dated January 17, 2013, Mr. Vasileios Lampros Karellas.

[Voted: 15,772,595 (100% of the shareholders presented), For: 15,772,595 (100%)].


7. 
Elected the following BoD:

  • Nikolaos Socrates Varsamis, Chairman & CEO, Executive Member
  • Chrisanthi Theodoros Simpiridou, Independent non-Executive Member
  • Kyriakos Iosif Fesatidis, Independent non-Executive Member
  • Dimitrios Efstathios Rouftis, Independent non-Executive Member
  • Maria Vasileios Tasioura, Independent non-Executive Member

The term of the BoD matures in six years, ending on June 27, 2019. [Voted: 15,772,595 (100% of the shareholders presented), For: 15,772,595 (100%)].


8. 
Elected the following audit committee:

  • Maria Vasileios Tasioura, Chairman
  • Chrisanthi Theodoros Simpiridou, Member
  • Kyriakos Iosif Fesatidis, Member

[Voted: 15,772,595 (100% of the shareholders presented), For: 15,772,595 (100%)].