RESOLUTIONS OF THE ORDINARY ANNUAL GENERAL MEETING

Industrial Area of Sindos, June 21st, 2018

 

RESOLUTIONS OF THE ORDINARY ANNUAL GENERAL MEETING

 

Summary of resolutions of Ordinary Annual General Meeting of Shareholders of company “ELGEKA S.A.” of June 21st, 2018.

 

The Limited Company under the name “ELGEKA S.A. Trade-Distributions-Representations-Industry” and with the distinctive title “ELGEKA S.A.”, according to par. 4.1.3.3 of the Athens Stock Exchange Regulation, announces that on June 21st, 2018, Thursday, at 13.00, took place at the Company’s head office at Delta Municipality – Prefecture of Thessaloniki, Industrial Area of Sindos, DA 13, O.T. 31 B’ FASI, the Ordinary Annual General Meeting of its Shareholders.

 

The General Meeting was lawfully attended in person or by proxy by five (5) Shareholders, representing 22.769.589 common registered shares of the total 31.734.530 common registered shares and voting rights of the Company, i.e. there was a legal quorum with a percentage of 71,75% of the paid-up share capital, and decided unanimously on the following subjects of the Daily Agenda:

 

Regarding the 1st subject: They were approved the submitted Annual Financial Report of the fiscal year 2017 (01.01.2017 – 31.12.2017), in which they are included the Annual Financial Statements of the Parent Company and the Group, the relevant Reports of the Board of Directors and the Audit Reports of the Chartered Certified Auditors as well as the Corporate Governance Statement according to article 43a par. 3 subpar. d of C.L. 2190/1920 as well as the non – distribution of dividends from the fiscal year 2017.

 

Analytically: Number of shares for which votes were valid: 22.769.589

Percentage of share capital represented by the above votes: 71,75%

Total number of valid votes: 22.769.589

Number of votes in favor: 22.769.589

Number of votes against: 0

Number of abstentions (present): 0

Regarding the 2nd subject: It was approved the discharge of both the Members of the Board of Directors and of the Auditors from any liability for compensation for the actions and generally for the management of the fiscal year 2017 (01/01/2017 – 31/12/2017).

 

Analytically: Number of shares for which votes were valid: 22.769.589

Percentage of share capital represented by the above votes: 71,75%

Total number of valid votes: 22.769.589

Number of votes in favor: 22.769.589

Number of votes against: 0

Number of abstentions (present): 0

 

Regarding the 3rd subject: It was approved the election of Auditing firm of Certified Auditors “Grant Thornton S.A.” under the S.O.E.L. Registration number 127 to conduct both the regular audit for the current year 2018 (01.01.2018 – 31.12.2018) and the issuance of Annual Tax Certificate. It was also approved as the total remuneration of the Auditing firm for the above audits delegated to it, will amount to 86.500 euro plus any relevant expenses and V.A.T.

 

Analytically: Number of shares for which votes were valid: 22.769.589

Percentage of share capital represented by the above votes: 71,75%

Total number of valid votes: 22.769.589

Number of votes in favor: 22.769.589

Number of votes against: 0

Number of abstentions (present): 0

 

Regarding the 4th subject: They were approved the remuneration paid (salaries and/or wages paid in the form of compensation in accordance with paragraphs 2 and 3 of article 24 of C.L. 2190/1920) to the Executive, Non-Executive and Independent Non-Executive Members of the Board of Directors during the year 2017 (01.01.2017 – 31.12.2017), which amounted to a total of 453.000 euro, and they were preapproved the relevant total remuneration that will be paid to the Members of the Board of Directors during the current fiscal year of 2018 (01.01.2018 – 31.12.2018), but also until the next Ordinary Annual General Meeting of the Company, which they should not exceed in total the amount of 750.000 euro, and in particular the upper limit of the monthly remuneration (salaries and/or wages) to the Executive members of the Board of Directors, which should not exceed the amount of 25.000 euro, as they will be specified per Member at a special meeting of the Company’s Board of Directors. Finally, they were approved the travel expenses of a member of the Board of Directors during the year 2017 due to its participation in several Company’s strategic projects and at the same time were pre-approved the corresponding expenses of him for the current fiscal year 2018 and until the next Ordinary General Meeting of the Company.

 

Analytically: Number of shares for which votes were valid: 22.769.589

Percentage of share capital represented by the above votes: 71,75%

Total number of valid votes: 22.769.589

Number of votes in favor: 22.769.589

Number of votes against: 0

Number of abstentions (present): 0

 

Regarding the 5th subject: Regarding the issue of common (according to L.3156/2003) collateralized bond (“Loan”) totaling up 38.850.000 euro, in order to refinance the existing bank loan of the Company, which will be accompanied by tangible guarantees provided by ELGEKA S.A. and its subsidiaries/affiliated companies to the Representative and on behalf of the Bondholders, the Management of the Company has been informed that it is in advanced negotiations with Banks in Greece in order to specify the collateral to be provided and to conclude the final agreement for the issuance and disposal of the above “Loan”, as the main concern of the Parent Company is the maintenance of sufficient liquidity, the continuous improvement of the financial position and sound development of the Group with ultimate aim the medium and long term interest of all its Shareholders. As a result, further decisions on this subject are expected after the final agreement of issuance of the above loan.

 

Analytically: Number of shares for which votes were valid: 22.769.589

Percentage of share capital represented by the above votes: 71,75%

Total number of valid votes: 22.769.589

Number of votes in favor: 22.769.589

Number of votes against: 0

Number of abstentions (present): 0

 

Regarding the 6th subject: Given the fact that the Management of the Company is in very advanced stages of negotiations with Greek Banks for the issuance of the aforementioned (on the 5th subject) common collateralized bond loan, it was decided the approval according to article 23a par.2 of L.2190/1920 of any relevant collateral agreements to be concluded in favor of ELGEKA by its subsidiary company under the name “ELGEKA FERFELIS ROMANIA S.A.” to be given after the conclusion of the final agreement for the issue of the loan.

 

Analytically: Number of shares for which votes were valid: 22.769.589

Percentage of share capital represented by the above votes: 71,75%

Total number of valid votes: 22.769.589

Number of votes in favor: 22.769.589

Number of votes against: 0

Number of abstentions (present): 0

 

Regarding the 7th subject: It was validated the, since December 14th, 2017, temporary election of Nikolaos Milios of George as a new member of the existing (before the election of a new) Audit Committee of the Company, in place of the withdrawn member, Mr. Adamantios Lentisios of Athanasios.

 

Analytically: Number of shares for which votes were valid: 22.769.589

Percentage of share capital represented by the above votes: 71,75%

Total number of valid votes: 22.769.589

Number of votes in favor: 22.769.589

Number of votes against: 0

Number of abstentions (present): 0

 

Regarding the 8th subject: A new seven-member Board of Directors was elected, composed of the following members:

  1. Alexandros George Katsiotis
  2. Elli Drakopoulou, wife of Nikolaos
  3. Anthimos Vasilios Misailidis
  4. Michael Emmanouil Fandridis
  5. Stilianos Marcos Stefanou
  6. Nikolaos George Milios
  7. Adamantios Athanasios Lentsios

 

The above Board of Directors will have a term of office of four years with the end of its term of office on June 21st, 2022, which may be extended until the election of a new Board of Directors from the next Ordinary General Meeting to be held after that date.

 

In addition, they were appointed as Independent Members of the new Board of Directors Mr. Stilianos Stefanou of Markos and Mr. Nikolaos Milios of George.

 

Analytically: Number of shares for which votes were valid: 22.769.589

Percentage of share capital represented by the above votes: 71,75%

Total number of valid votes: 22.769.589

Number of votes in favor: 22.769.589

Number of votes against: 0

Number of abstentions (present): 0

 

Regarding the 9th subject: As a result of the above-mentioned election of a new Board of Directors and following the relevant recommendation of the Company’s existing Remuneration Committee, they were appointed as members of the Company’s new Audit Committee Mr. Stilianos Stefanou of Markos (Independent Member), Nikolaos Milios of George (Independent Member) and Michael Fandridis of Emmanouil, who meet the requirements of article 44 of L.4449/2017.

 

The term of the new Audit Committee will be four years and will expire on June 21st, 2022, which may be extended until the election of a new Board of Directors and a new Audit Committee from the next Ordinary General Meeting to be held after that date.

 

As Chairman of the new Audit Committee of the Company, Mr. Stilianos Stefanou was appointed again, who meets all the requirements required by the provisions of article 44 of L.4449/24.01.2017.

 

Analytically: Number of shares for which votes were valid: 22.769.589

Percentage of share capital represented by the above votes: 71,75%

Total number of valid votes: 22.769.589

Number of votes in favor: 22.769.589

Number of votes against: 0

Number of abstentions (present): 0

 

Regarding the 10th subject: It was approved the granting of authorization under article 23 par. 1 of C.L. 2190/1920, to the members of the Board of Directors and Executive Officers of the Company in order to have the ability to participate in the Board of Directors or in the Management of Group Companies, pursuing the same or similar purposes as those of Company. In particular, it was granted the authorization for participation of the Chairman of the Board of Directors and Chief Executive Officer of the Company Mr. Alexandros Katsiotis of George, as well of member of the Board of Directors, Mr. Anthimos Misailidis of Vasilios, in the Board of Directors of other companies, outside the Group, which serve the same or similar purposes as those of the Company.

 

Analytically: Number of shares for which votes were valid: 22.769.589

Percentage of share capital represented by the above votes: 71,75%

Total number of valid votes: 22.769.589

Number of votes in favor: 22.769.589

Number of votes against: 0

Number of abstentions (present): 0

 

Regarding the 11th subject: There were provided information to the Shareholders on matters relating to the progress and, in general, the prospects of the Group.

 

 

Ministry of Economy & Development– General Secretariat for Commerce & Consumer Protection

Directorate of Societe Anonyme Companies & G.E.MI. – G.E.MI. Νο: 57298604000