DECISIONS OF THE ORDINARY GENERAL MEETING OF 26th JULY, 2018

The Ordinary General Meeting of EL.TECH. ANEMOS S.A. Shareholders, held on 26th July 2018, was attended by 24 shareholders (in person or by representative), representing 69,243,932 ordinary, registered, voting shares or 83.76% of the paid-up, voting share capital. Following the verification of the quorum, the Meeting discussed and decided for each and every one item of the agenda.

In particular, the Ordinary General Meeting decided the following:

With regard to item 1

It approved the Annual Financial Statements and the Annual Consolidated Financial Statements for the fiscal year ended on 31 December 2017, following the hearing and approval of the relevant reports of the Board of Directors and of the Certified Auditor-Accountant. In addition, it approved the non-distribution of dividend for the fiscal year 2017, as well as the carryover of the profit balance amounts (after the deduction of taxes), as follows:

a)   The amount of Euro 422,688.53 to be carried in favor of the Company's regular reserves and

b)   The rest of the period's profits (after the deduction of taxes) to be carried in the new fiscal year.

Number of shares for which votes have been validly cast: 69,243,932

Percentage of voting share capital: 83.76%

Number of validly cast votes: 69,243,932

Number of votes “in favor”: 69,243,932 (100% of present and represented votes) – Number of votes “against”: 0 – Number of votes withheld: 0

With regard to item 2

It released the members of the Board of Directors and the Certified Auditor-Accountant from all liability or compensation claims arising from the exercise of their duties for the fiscal year 2016, in accordance with article 35 of Codified Law 2190/1920.

Number of shares for which votes have been validly cast: 69,243,932

Percentage of voting share capital: 83.76%

Number of validly cast votes: 69,243,932

Number of votes “in favor”: 69,243,932 (100% of present and represented votes) – Number of votes “against”: 0 – Number of votes withheld: 0

With regard to item 3

It approved the payment of euro 24,000 for fees (remuneration) to members of the Board of Directors, pursuant to article 24 par. 2 of Codified Law 2190/1920, for fiscal year 2016. The above fees were pre-approved by the Ordinary General Meeting held on 30.06.2017. The aforementioned fees (remuneration) are subject to tax withholding, according to the provisions of the applicable tax legislation, and are also charged with legal stamp tax-duties.

In addition, the payment of up to euro 125,000 for fees (remuneration) to members of the Board of Directors, pursuant to article 24 par. 2 of Codified Law 2190/1920 for the fiscal year 2018, was pre-approved. The aforementioned fees (remuneration) are subject to tax withholding, according to the provisions of the applicable tax legislation, and are also charged with legal stamp tax-duties.

Number of shares for which votes have been validly cast: 69,243,932

Percentage of voting share capital: 83.76%

Number of validly cast votes: 69,243,932

Number of votes “in favor”: 69,243,932 (100% of present and represented votes) – Number of votes “against”: 0 – Number of votes withheld: 0

With regard to item 4

Following the proposal of the Audit Committee, it elected PricewaterhouseCoopers Audit Firm (PwC) for the audit of the Company and the Consolidated Financial Statements for fiscal year 2018. Upon the proposal of PwC, Mr. Fotios Smirnis has been assigned as Ordinary Certified Auditor-Accountant and Mr. Marios Psaltis as his alternate. PwC's fee was set at the amount of euro 95,000 plus VAT, according to article 18 of Law 2231/1994.

Number of shares for which votes have been validly cast: 69,243,932

Percentage of voting share capital: 83.76%

Number of validly cast votes: 69,243,932

Number of votes “in favor”: 69,243,932 (100% of present and represented votes) – Number of votes “against”: 0 – Number of votes withheld: 0

With regard to item 5

It authorized the Members of the Board of Directors and the Managers of the Company, to participate in Boards of Directors or in the management of affiliated and non-affiliated Companies, even if pursuing similar objectives.

Number of shares for which votes have been validly cast: 69,243,932

Percentage of voting share capital: 83.76%

Number of validly cast votes: 69,243,932

Number of votes “in favor”: 69,243,932 (100% of present and represented votes) – Number of votes “against”: 0 – Number of votes withheld: 0

With regard to item 6

It approved the contracts that have already been put in force within the meaning of article 32 of Law 4308/2014, which substituted article 42(e) par. 5 of Codified Law 2190/1920, and it authorized the Company to enter into, extend or renew contracts concluded between itself and its affiliates (as an affiliate is being described in article 32 of Law 4308/2014, which substituted article 42(e) par. 5 of Codified Law 2190/1920), under competitive terms as currently apply in the market for similar transactions.

Number of shares for which votes have been validly cast: 69,243,932

Percentage of voting share capital: 83.76%

Number of validly cast votes: 69,243,932

Number of votes “in favor”: 66,218,851 (95.63% of present and represented votes) – Number of votes “against”: 3,025,081 – Number of votes withheld: 0

With regard to item 7

It approved the Board of Directors Resolutions, dated 30.06.2017 and 29.12.2017, concerning the amendment of the use and of the timetable of the distribution of the funds raised by share capital increase, effected by virtue of the company's Extraordinary General Meeting dated 28.03.2014. Consequently the distribution program of the funds raised by said share capital increase, as reflected in the “Report for the distribution of the capitals raised by the share capital increase through payment in cash for the time period 18 July 2014 – 31 December 2017”, which makes part of company's “Annual Financial Statements for fiscal year 1 January 2017 – 31 December 2017”, is accordingly amended.

Number of shares for which votes have been validly cast: 69,243,932

Percentage of voting share capital: 83.76%

Number of validly cast votes: 69,243,932

Number of votes “in favor”: 69,243,932 (100% of present and represented votes) – Number of votes “against”: 0 – Number of votes withheld: 0

With regard to item 8

No specific announcement was made.

Kifissia, 26th July, 2018

Decisions of the GM of 26th July, 2018

Search
Toolbox
Market

Composite index

Calendar

FinancialCalendarPortlet

Asset Publisher