Industrial area of Sindos – Thessaloniki, July 15th, 2021
RESOLUTIONS OF THE ORDINARY ANNUAL GENERAL MEETING
Subject: Summary of resolutions of Ordinary Annual General Meeting of Shareholders of company “ELGEKA S.A.” of July 15th, 2021
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 15th, 2021, 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 four (4) Shareholders, representing 21.810.669 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 68,729% 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 2020 (since 1st January 2020 up to 31st December 2020), 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 2020 (since 1st January 2020 up to 31st December 2020).
Analytically: Number of shares for which votes were valid: 21.810.669
Percentage of share capital represented by the above votes: 68,729%
Total number of valid votes: 21.810.669
Number of votes in favor: 21.810.669
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 2020 (since 1st January 2020 up to 31st December 2020).
Analytically: Number of shares for which votes were valid: 21.810.669
Percentage of share capital represented by the above votes: 68,729%
Total number of valid votes: 21.810.669
Number of votes in favor: 21.810.669
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 2021 (since 1st January 2021 up to 31st December 2021) 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: 21.810.669
Percentage of share capital represented by the above votes: 68,729%
Total number of valid votes: 21.810.669
Number of votes in favor: 21.810.669
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 2020 (since 1st January 2020 up to 31st December 2020), which amounted to a total of 98.400 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 2021 (since 1st January 2021 up to 31st December 2021), 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 2020, according to article 109 of L. 4548/2018, as in force, which amounted to a total amount of 108.028 euro. Finally, they were approved the travel and transportation expenses of Mr. Adamantios Lentsios that incurred during the fiscal year 2020, 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 13.512,68 euro.
Analytically: Number of shares for which votes were valid: 21.810.669
Percentage of share capital represented by the above votes: 68,729%
Total number of valid votes: 21.810.669
Number of votes in favor: 21.810.669
Number of votes against: 0
Number of abstentions (present): 0
Regarding the 5th subject: The Company’s Remuneration Report was approved for the Members of the Board of Directors and the General Manager for the fiscal year of 2020 (since 1st January 2020 up to 31st December 2020), in accordance with the provisions of article 112 par. 3 of L. 4548/2018, as in force, 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 Manager within the corporate fiscal year 2020 as well as the other required information from article 112 par. 2 of L.4548/2018, while it 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.
The Remuneration Report is available on the website (http://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: 21.810.669
Percentage of share capital represented by the above votes: 68,729%
Total number of valid votes: 21.810.669
Number of votes in favor: 21.810.669
Number of votes against: 0
Number of abstentions (present): 0
Regarding the 6th 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 members of the Board of Directors, the General Administration or and to Executives of the Company 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: 21.810.669
Percentage of share capital represented by the above votes: 68,729%
Total number of valid votes: 21.810.669
Number of votes in favor: 21.810.669
Number of votes against: 0
Number of abstentions (present): 0
Regarding the 7th subject: The Annual Activity Report of the Audit Committee for the corporate fiscal year 01/01/2020 – 31/12/2020 was submitted to the Company’s Shareholders, in accordance with article 44, par. 1i) of L.4449/2017, as in force. This Report is posted on the website (http://www.elgeka.gr) of the Company. This issue was not put to the vote.
Regarding the 8th subject: The Suitability Policy of the Company’s Board of Directors’ members submitted by the B.o.D. was unanimously approved, according to article 3, par. 3 of L.4706/2020. The full text of this Suitability Policy is available on the Company’s website.
Analytically: Number of shares for which votes were valid: 21.810.669
Percentage of share capital represented by the above votes: 68,729%
Total number of valid votes: 21.810.669
Number of votes in favor: 21.810.669
Number of votes against: 0
Number of abstentions (present): 0
Regarding the 9th subject: Taking into account the provisions of L.4548/2018, L.4706/2020, Circular 60/2020 of the Hellenic Capital Market Commission, the Articles of Association and the Internal Operational Regulation of the Company as well as the Suitability Policy of the Board of Directors’ members, it was elected unanimously new six-member Board of Directors of the Company, which consists of the following members:
Alexandros Katsiotis, son of Georgios
Elli Drakopoulou, wife of Nikolaos
Kyriaki Ilia, daughter of Fotios
Adamantios Lentsios, son of Athanasios
Vasiliki Karagianni, daughter of Pavlos and
Apostolos Papadopoulos, son of Konstantinos
The curriculum vitae of the above elected members of the Board of Directors have been posted on the Company’s website (http://www.elgeka.gr).
The above Board of Directors will have a term of office for a new period of four years ending its term on July 15, 2025, which may be extended until the election of a new Board of Directors from the next Ordinary General Meeting that will convene after the above date.
In addition, after ascertaining the fulfillment by them of the independence criteria of the provisions of article 4 of L.3016/2002 and par.1 and 2 of article 9 of L.4706/2020, the Independent Non-Executive Members of the new Board of Directors of the Company were appointed unanimously, which are the following:
Vasiliki Karagianni, daughter of Pavlos and
Apostolos Papadopoulos, son of Konstantinos
Analytically: Number of shares for which votes were valid: 21.810.669
Percentage of share capital represented by the above votes: 68,729%
Total number of valid votes: 21.810.669
Number of votes in favor: 21.810.669
Number of votes against: 0
Number of abstentions (present): 0
Regarding the 10th subject: It was unanimously decided that the Audit Committee of the Company, provided by the provisions of article 44 of L. 4449/2017, as in force, will continue to be a Committee of the Board of Directors of the Company, with a term equal to the term of the Board of Directors, consisting of a total of three (3) Non-Executive Members, of which two (2) Independent Non-Executive, which meet the criteria of independence, according to article 4 par.1 of L. 3016/2002 and article 9 par.1 and 2 of L.4706/2020 (which enters into force on 17/07/2021), and one (1) Non-Executive Member of the Board of Directors.
Analytically: Number of shares for which votes were valid: 21.810.669
Percentage of share capital represented by the above votes: 68,729%
Total number of valid votes: 21.810.669
Number of votes in favor: 21.810.669
Number of votes against: 0
Number of abstentions (present): 0
Regarding the 11th subject: The ability of buying own shares by the Company was unanimously approved – through the Athens Stock Exchange, for the purposes and uses permitted by law, up to ten percent (10%) of the Company’s paid-up share capital, with a maximum purchase price of own shares the amount of two euro (€ 2,00) per share and a minimum purchase price the amount of twenty-four cents of euro (€ 0,24) per share, during the period from 16.07.2021 to 15.07.2023, i.e. within the period of twenty four (24) months prescribed by law. In addition, a special authorization was unanimously granted to the Board of Directors of the Company, in order to: (a) to take all necessary actions for the implementation of the above mentioned at its discretion, and / or (b) to further delegate this authorization to third parties.
Analytically: Number of shares for which votes were valid: 21.810.669
Percentage of share capital represented by the above votes: 68,729%
Total number of valid votes: 21.810.669
Number of votes in favor: 21.810.669
Number of votes against: 0
Number of abstentions (present): 0
Regarding the 12th subject: The Shareholders were initially informed about issues concerning the course of operations and in general the prospects of the Group.
In addition, the President of Annual General Meeting notified that 2021 will be a year with many challenges for businesses and households, as long as the pandemic is ongoing, however the Group will continue to implement its growth strategy in the trade of food and other consumer goods as well as the provision of logistics services, focusing on enriching its product portfolio and strengthening its partnerships.
Within the month of July 2021, the share capital increase of up to approximately 6,9 million euro is expected to be completed for ELGEKA S.A., an action that will further shield its smooth operation in the current conditions and will support the development prospects of the Group. The total funds raised in case of full coverage will amount to approximately 10,9 million euro, while the difference between the Issue Price and the nominal value of each New Share totaling up to approximately 4 million euro will be credited to the account “Difference from the issue of equity shares above par”.
