The Annual General Meeting of Shareholders, which was held on 18.5.2010, in Athens, at the Grand Bretagne Hotel, was lawfully attended by 273 shareholders representing 45,958,344 common registered shares of a total of 73,864.161 common registered shares and there was a 62.22% quorum of the paid-up Company Share Capital, not counting the 3,142,997 Company’s own common shares. 32 shareholders representing 4,342,299 preferred shares without voting rights, of a total of 7,568,960 preferred shares without voting rights, were also in attendance. The Meeting discussed and took decisions on the first 8 items of the agenda, as follows:
It was decided by 45,948,344 votes, i.e. a 99.98% majority of the votes represented at the Meeting, to approve the Annual Financial Statements for the year 2009, and the Reports prepared by the Board of Directors and the Auditors, as well as the recommended distribution of profits for the year 2009 providing the distribution of a dividend of € 0.18 per share (for both ordinary and preferred shares). The dividend will be increased by the dividend corresponding to the Company’s own shares and from the total amount, a 10% tax will be withheld. Friday, 25th June 2010, has been set as the ex-date and, therefore, as of that date the Company shares will be traded on the ATHEX without the right to receive dividend for the year 2009. The start date for payment of the dividend is 5.7.2010. The dividend will be paid through ALPHA BANK.
ITEM 2: Release of the members of the Board of Directors and the auditors from any liability for compensation for the year 2009.
It was decided by 42,601,985 votes, i.e. a 99.77 % majority of the shares having the right to vote on this item of the agenda, representing 42,698,009 votes at the Meeting, to release the members of the Board of Directors and the auditors from any liability to pay compensation for the year 2009. According to the article 35 par. 2 of the Law 2190/20, Board members and Company employees vote for the release of the Board members only with the shares they own and not with shares represented by them but owned by other shareholders. For this reason 3.260.335 shares did not vote.
ITEM 3: Approval of the remuneration of the members of the Board of Directors for the year 2009 and pre-approval of the remuneration for the year 2010.
It was decided by 45,821,056 votes, i.e. 99.70% majority of the votes represented at the Meeting, to approve the payment of the fees of the members of the Board of Directors and its Committees for the year 2009, as such fees had been pre-approved by the General Assembly of 24.6.2009. In particular, the following payments were approved:
A. a total gross amount of € 288,000 for their participation in the Board of Directors’ meetings
B. an additional gross amount of € 76,800 for their participation in the following Board Committees, namely :
- the Audit Committee ( gross amount of € 38,400);
- the Remuneration Committee ( gross amount of € 19,200) ; and
- the Nomination and Corporate Governance Committee (gross amount of
€ 19,200). The Meeting also pre- approved the payment, for the year 2010, to the members of the Board of Directors and its Committees of the same fees, as for the year 2009.
ITEM 4: Election of new Board of Directors and appointment of its independent members
The General Meeting elected by 45,771,253 votes, i.e. a majority of 99.59 % of votes represented at the Meeting, a new Board of Directors of the Company to serve for three years. The new Board will comprise of Messrs. Takis (Efstratios-Georgios) Arapoglou, Andreas Canellopoulos, Nellos Canellopoulos, Panagiotis (Takis) Canellopoulos, George David, Vassilios Fourlis, Panagiotis Marinopoulos, Dimitrios Papalexopoulos, Alexandra Papalexopoulou-Benopoulou, Petros Sabatacakis, Michael Sigalas, Spyridon Theodoropoulos, Eftihios Vassilakis and Efthimios Vidalis. The Meeting also designated Messrs. Takis Arapoglou, George David, Vassilios Fourlis, Panagiotis Marinopoulos, Petros Sabatacakis, Spyridon Theodoropoulos, Eftihios Vassilakis and Efthimios Vidalis, as independent Board members, pursuant to article 3 par. 1 of Law 2190/20.
ITEM 5: Ratification of the election of a member of the Audit Committee under article 37 of Law 3693/2008 in replacement of a member who resigned and election of regular and substitute members of said Committee.
The General Meeting ratified by 45,857,824 votes, i.e. a majority of 99.78 % of votes represented at the Meeting, the election on 17.12.2009 by the Board of Directors of Mr. Eftichios Vassilakis as member of the Audit Committee in replacement of the resigned Mr. Apostolos Tamvakakis. The General meeting also elected a new Audit Committee, with a three year tenure, comprising entirely by independent Board members. Messrs Efthimios Vidalis, Vassilios Fourlis and Eftichios Vassilakis were elected as regular members of the Audit Committee and Messrs. Spyridon Theodoropoulos, Panagiotis Marinopoulos and Petros Sabatacakis were elected as substitute members of the Audit Committee.
ITEM 6: Election of regular and substitute auditors for the year 2010 and approval of their remuneration.
The General Meeting elected by 45,857,824 votes, i.e. a 99.78% majority of the votes represented at the Meeting, the below-mentioned auditors of “Ernst & Young” for the audit of the Company’s Financial Statements for the year 2010: Mr. Christodoulos Seferis son of Konstantinos as regular auditor, and Mr. Christos Pelentridis son of Anastasios as substitute auditor. The Generel Meeting set the audit fees for the audit of the financial statements of the Company for the year 2010 at € 140,750 plus VAT and for the audit of the Consolidated Financial Statements at € 135,000 plus VAT.
ITEM 7: Grant of approval of share buy-back of common and preferred shares pursuant to article 16 para. 1 of Codified Law 2190/1920.
The General Meeting approved by 45,854,963 votes i.e. a 99,78% majority of the votes represented at the Meeting , the right of a share buy- back, over a period of 24 months i.e. until 18.5.2012, of common and preferred shares of the Company of up to 10% of the paid-up Company share capital , in accordance with the provisions of Article 16 para. 1 of Codified Law 2190/1920 , at a minimum purchase price of € 4 per share and a maximum purchase price of € 40 per share.
ITEM 8: Grant of authorization, pursuant to article 23 par.1 of c.l. 2190/20 to the members of the Board of Directors and to managers of the Company to participate in the Boards of Director or in the management of Group companies pursuing the same or similar purposes.
The General Meeting decided by 45,862,320 votes, i.e. a 99.79% majority of the votes represented at the Meeting, to grant an authorization pursuant to Article 23(1) of c.l. 2190/1920 to the members of the Board of Directors and the managers of the Company to participate in the Boards of Directors or the management of Group companies pursuing the same or similar purposes.
The discussion and decision making on Item 9 of the agenda, referring to the adoption of a new stock options plan in accordance with article 13 par. 13 of codified law 2190/1920 and the granting of relevant authorization to the Board of Directors, was postponed, as the General Meeting did not reach the increased 2/3 of the paid-up share capital quorum required by the law and the Articles of Association of the Company.
The discussion and decision-making shall take place on the 1st Reiterative General Meeting of Shareholders, which will be convened on Thursday, June 3, 2010 at 13.00 p.m., in Athens, at the Grand Bretagne Hotel, at Syntagma Square (Panepistimiou Street entrance). No other invitation will be published for the above Reiterative General Meeting.