Summary of resolutions of Extraordinary General Meeting of Shareholders of company “ELGEKA S.A.” of November 30th, 2016
Thessaloniki, November 30th, 2016
The 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 November 30th, 2016, Wednesday, at 11.00, 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 Extraordinary General Meeting of its Shareholders.
The Extraordinary General Meeting was lawfully attended in person by four (4) 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: It was approved in accordance with the provisions of article 23a,of C.L. 2190/1920 the sale and transfer of the total shares that holds “ELGEKA S.A.” in the subsidiary company “ARIVIA INDUSTRIAL AND COMMERCIAL S.A.”, namely 12.375.185 shares representing 90,04% of the total shares of the latter for a consideration of 20 million euro, payable in cash, and with guarantee statements and assurances usually provided in similar transactions. The counterparty is Greek limited company, which will be funded for the specific acquisition by international investment scheme, led by the investment fund “Southbridge Europe Mezzanine SICAR”, and in which will participate members of ELGEKA’s Board of Directors in order to ensure the smooth continuation of business of “ARIVIA INDUSTRIAL AND COMMERCIAL S.A.”.
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 expansion of the Company’s scope to include possible future activation in the segment of pharmaceutical products, parapharmaceutical products, special products, special dietary products, dietary supplements, medical devices, medical implements, medical instruments, medical-technological products, cosmetics, orthopedic products and/or products related to the above, with corresponding amendment of article 3 (scope) of the Company’s Articles of Association.
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 held a briefing of Shareholders on matters concerning the progress of the Company’s business and also of its subsidiaries and generally of the Group’s prospects.
Then, Mr. President informed the Shareholders that “ELGEKA S.A.”, one of the largest Greek commercial companies with presence in logistics segment and in the food industry since 1974, that proceeds gradually to implement its new strategic plan that concerning the re-ordering of its priorities and the redefinition of its business focus, in order to lay the foundations for a growth path. The main axis of this redefinition is the focus of the Group’s activities in its core business, which gives it the key competitive advantage, namely in the distribution-representations and the provision of 3PL services.
