RESOLUTIONS OF THE ORDINARY ANNUAL GENERAL MEETING

Industrial area of Sindos – Thessaloniki, July 23rd, 2020

 

RESOLUTIONS OF THE ORDINARY ANNUAL GENERAL MEETING

 

Summary of resolutions of Ordinary Annual General Meeting of Shareholders of company “ELGEKA S.A.” of July 23rd, 2020

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 July 23rd, 2020, 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 Annual Financial Statements of the Company and the Group of the fiscal year 2019 (since 1st January 2019 up to 31st December 2019), in which they are included the relevant Reports of the Board of Directors and the Audit Reports of the Chartered Certified Auditors as well as the Corporate Governance Statement as drawn up according to article 4 of L.3556/2007 and articles 150-154 of L.4548/2018, as well as the non – distribution of dividends from the fiscal year 2019 (since 1st January 2019 up to 31st December 2019).

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 overall management of the Company by each member of the Board of Directors individually, in its respective capacity, but also by all its members collectively and was discharged the Audit company under the name “Grant Thornton S.A.” and their defined Certified Auditors – Accountants for their actions of the fiscal year 2019 (since 1st January 2019 up to 31st December 2019).

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 assigned the Regular Audit of the Financial Statements of the Company and the Group for the current fiscal year 2020 (since 1st January 2020 up to 31st December 2020) as well as the issuance of Annual Tax Certificate to the Auditing firm of Certified Auditors “Grant Thornton S.A.” under the S.O.E.L. Registration number 127. It was also determined that the total fees of the Auditing firm for the above assigned audits should not exceed the amount of 86.500 euro plus any relevant expenses.

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, according to article 109 of L. 4548/2018, as in force, the total remuneration and compensation paid to the members of Board of Directors during the year 2019 (since 1st January 2019 up to 31st December 2019), which amounted to a total of 414.400 euro. They were also preapproved, according to article 109 of L. 4548/2018 as in force, the relevant remuneration and compensation that will be paid in total to the members of the Board of Directors during the current fiscal year of 2020 (since 1st January 2020 up to 31st December 2020), but also until the next Ordinary Annual General Meeting of the Company, which they should not exceed in total the amount of 450.000 euro, and in particular the upper limit of the monthly remuneration to the Executive members of the Board of Directors, which should not exceed the amount of 15.000 euro, as they will be specified per member at a special meeting of the Company’s Board of Directors. In addition, the total benefits granted to the members of the Board of Directors were approved within the fiscal year 2019, according to article 109 of L. 4548/2018, as in force, which amounted to a total amount of 48.207 euro. Finally, they were approved the travel and transportation expenses of Mr. Adamantios Lentsios that incurred during the fiscal year 2019, non-executive member of the Board, as he participated in various strategic plans (projects) of the Company related to his participation in activities of companies of Group’s interests – mainly outside Greece, in order to develop and promote them, which amounted to 25.150 euro.

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: The following Remuneration Policy was approved for the Members of the Board of Directors and the General Director and / or any of his deputies, in accordance with the provisions of article 110 par. 2 of L. 4548/2018, as in force, which had already been approved by the Board of Directors of ELGEKA with its decision of 02.07.2020, after a relevant suggestion of the Remuneration & Nominations Committee of the Company.
The approved Remuneration Policy is available on the website (https://www.elgeka.gr) of the Company and will remain posted for as long as it is valid. In the event of substantial changes, and at least every four (4) years, the applicable Remuneration Policy will be submitted for approval to the 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 6th subject: The Company’s Remuneration Report for the members of the Board of Directors and the General Director was voted for the corporate year 2019 (since 1st January 2019 up to 31st December 2019), according to the provisions of article 112 par. 3 of L. 4548/2018, as in force, based on which the vote of the Shareholders on the Remuneration Report has an advisory character.
The Remuneration Report includes a complete overview of the total remuneration received by the members of the Board of Directors including the General Director within the corporate fiscal year 2019 as well as the other required information from article 112 par. 2 of L. 4548/2018, and has been prepared with the supervision of the Board of Directors, after taking into account the relevant suggestions of the Remuneration and Nominations Committee of the Company.
This Remuneration Report is available on the website (https://www.elgeka.gr) of the Company and will remain posted for a period of ten (10) years.

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 approved the amendment, supplementation, deletion, renumbering and codification of articles 6, 7, 9, 10, 12, 13, 15, 17, 19, 20, 21, 22, 23, 24, 25, 26, 27, 28, 29 , 30, 31, 32, 33, 34, 35, 36, 37, 38 and 39 of the Company’s Articles of Association, in order to adapt and harmonize it with the provisions of L. 4548/2018, as in force, according to article 183 par. 1 of the above law.
The full text of the Company’s Articles of Association, as codified will apply from now on, is available on the Company’s website (https://www.elgeka.gr).

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: It was granted according to article 98 par. 1 of L. 4548/2018, authorization to the members of the Board of Directors, the General Administration or and to Executives of the Company in order to have the ability to participate in the Board of Directors or in the Management of Group Companies, having the same or similar purposes as those of Company. In addition, it was granted special permission for the participation of the Chairman of the Board of Directors and Chief Executive Officer of “ELGEKA S.A.” Mr. Alexandros Katsiotis, as well to members of the Board of Directors, Mr. Nikolaos Milios and Mr. Stylianos Stefanou 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 9th subject: The Shareholders were initially informed about issues concerning the course of operations and in general the prospects of the Group.
In addition, a brief presentation of Activity Report of the Audit Committee regarding its activities during the year 2019 (01.01.2019 – 31.12.2019) was made, in order to demonstrate its essential contribution and assistance to the Company’s compliance with the provisions of the applicable regulatory framework, in an economic environment with many challenges and uncertainties.
This Report was prepared in accordance with the requirements of article 44, par. 1i of L. 4449/2017, as amended based on the new law L.4706/2020 (Government Gazette 136A/17.07.2020) for the corporate governance of listed companies and was presented to this Ordinary General Meeting of Shareholders, although it had not been set as a separate item on the agenda, as the obligation arose after the relevant Invitation.
The full text of the above Activity Report of the Audit Committee of the Company is available on the website (https://www.elgeka.gr) of the Company.

 

Ministry of Development & Investments – General Secretariat for Commerce & Consumer Protection –
General Secretariat of Market – Directorate of Companies – Department of Supervision of Public Companies & Athletic Companies
G.E.MI. Νο: 57298604000