Annual General Meeting Resolutions 20-5-2010
The Annual General Meeting of the Shareholders, which was held on 20.5.2010, in Athens, at the hotel ATHENS PLAZA, was lawfully attended by 36 shareholders representing 28.813.594 common registered shares of a total of 40.751.923 common registered shares not counting the 3.278.027 Company's own common shares and there was a 70,70% quorum of the paid-up Company Share Capital. The Meeting discussed and took decisions on all items of the agenda, as follows:
1. Approval of the annual Financial Statements for the fiscal year starting on January 1st, 2009 and ending December 31st, 2009, along with the Board of Directors Report and the Auditors Report.
The Companys Financial Statements for the fiscal year starting on January 1st, 2009 and ending December 31st, 2009 along with the Board of Directors and the Auditors Reports were approved unanimously by 28.813.594 votes (100% of votes represented at the Meeting).
2. Release of the Members of the Board of Directors and of the Auditors from any responsibility for the fiscal year starting on January 1st, 2009 and ending December 31st, 2009 .
Members of the Board of Directors and the Auditors were released from any liability for compensation for the fiscal year starting on January 1st, 2009 and ending December 31st, 2009 unanimously by 28.813.594 votes (100% of votes represented at the Meeting).
3. Election of Auditors for the fiscal year starting on January 1st, 2010 and ending December 31st, 2010 and determination of their remuneration.
Appointed to carry out the audit for the fiscal starting January 1st, 2010 and ending December 31st, 2010 with 28.720.706 votes, i.e. majority 99,68% of votes represented at the Meeting, was the Audit Company PRICEWATERHOUSECOOPERS S.A. . Its remuneration for 2010 was approved at a total amount of euro 109.700,00.
4. Ratification of the election of the Board of Directors members in replacement of resigned members and appointment of independent members of the Board of Directors.
The election of the Board of Directors members, Mrs. Theodora Zervou and Mr. Ulysses Kyriacopoulos, was ratified by 28.731.064 votes, i.e. majority 99,71% of votes represented at the Meeting.
Independent members appointed by the Meeting, were Messrs. George Gerardos, Spiridon Theodoropoulos, Ulysses Kyriacopoulos, Achilleas Konstantakopoulos and Dimitrios Papalexopoulos.
5. Approval of contracts and remunerations of Members of the Board of Directors according to articles 23a and 24 of Codified Law 2190/1920.
The remuneration of the Board of Directors (articles 23a and 24 of C.L. 2190/1920) was approved by 28.637.311 votes, i.e. majority 99,39% of votes represented at the Meeting, as follows:
Fiscal year 2009
- Remuneration of Executive Board Members, total amount of up to euro 909.508,95.
- Remuneration of Board Member for the participation in Meetings, euro 7.000,00 for each BoD member.
- Remuneration of Board Members for participation in Committees, euro 1.000,00 for each member of the committees.
Fiscal year 2010
- Remuneration of Executive Board Members, total amount of up to euro 700.000,00.
- Remuneration of Board Member for the participation in Meetings, euro 7.000,00 for each BoD member.
- Remuneration of Board Members for participation in Committees, euro 1.000,00 for each member of the committees.
6. Harmonisation of Articles of Incorporation pursuant to Law 3604/2007 and amendment of articles 1 - 4 and 6 - 35.
The harmonisation of Articles of Incorporation pursuant to Law 3604/2007 and amendment of articles 1 -4 and 6 35, was approved by 28.803.236 votes i.e. majority 99,96% of votes represented at the Meeting.
7. Amendment of the Stock Options Plan which was initially approved by the Companys General Meeting, dated June 23rd, 2006, pursuant to article 13 of Codified Law 2190/1920, as in force.
It was approved by 28.637.311 votes, ie majority of 99,39% of votes represented at the Meeting, the amendment of the Stock Options Plan that was previously decided in the Companys General Meeting on 23.6.2006. In the latter meeting, it was approved a Stock Options Plan for he purchase of up to 1.500.000 shares, representing a 3,41% of the total share capital. The amendment relates to the exercising time of rights and to the specification of the exercise price method. With the same decision, the Board of Directors was authorized to incorporate the above changes and any other amendments of the Stock Options Plan and to place own shares instead of new shares during the exercise.