ANNOUNCEMENT OF DECISIONS OF THE ORDINARY GENERAL MEETING OF 24.04.2025
ANNOUNCEMENT OF DECISIONS OF THE ORDINARY GENERAL MEETING OF 24.04.2025
ANNOUNCEMENT OF DECISIONS OF THE ORDINARY GENERAL MEETING OF THE SHAREHOLDERS OF THE COMPANY "PAPOUTSANIS ANONYMOUS INDUSTRIAL AND COMMERCIAL COMPANY OF CONSUMER GOODS" OF 24.04.2025
The company under the name "PAPOUTSANIS ANONYMOUS INDUSTRIAL AND COMMERCIAL COMPANY OF CONSUMER GOODS" (the "Company") announces that on 24.04.2025, at 11:00 a.m, the Annual General Meeting of the Company's shareholders at the Company's offices located at the intersection of 2 Kalavryta and Kaiafa streets, in Nea Kifissia, Kifissia Municipality, where twenty-three (23) shareholders representing 22,194,066 shares out of a total of 27,098,594 shares, i.e. 82.7% of the paid-up share capital and total voting rights. It should be noted that pursuant to paragraph 1 of article 50 of Law 4548/2018, the 260,980 own shares of the Company out of a total of 27,098,594 shares were not counted for the purposes of quorum and majority.
The Annual General Meeting of Shareholders adopted the following resolutions on the items on the agenda, as included in the relevant invitation, which was published as required by law:
1. The annual financial statements of the Company for the financial year 2024, together with the management report of the Board of Directors and the auditors' report were unanimously approved.
2. Unanimously approved the appropriation of the results for fiscal year 2024 (01/01/2024 - 31/12/2024) as follows
PROPOSED DIVIDEND OF THE NET PROFITS OF THE COMPANY USE 2024 |
817.338,19 € |
MORE: INTERIM DIVIDEND DISTRIBUTION |
806.069,88 € |
TOTAL DISTRIBUTED PROFITS |
1.623.408,07 € |
PROPOSED TOTAL DIVIDEND PER SHARE |
0,06 € |
The date of the dividend entitlement is 28h.04.2025, while the date of determination of the dividend beneficiaries is 29h.04.2025. The payment of dividend will start on 05(h).05.2025 through "Alpha Bank S.A.".
3. The overall management of the Company was unanimously approved in accordance with article 108 of Law No. 4548/2018 and the discharge of the auditors of the Company in accordance with article 117 par. 1 para. (c) of Law 4548/2018, for the financial year 2024.
4. The remuneration report for the financial year 2024 was approved unanimously, in accordance with article 112 of Law No. 4548/2018.
5. The auditing company "GRANT THORNTON SA Certified Public Accountants and Business Consultants", with GEMI No. 121548701000 and Registration No. SOEL 127, was unanimously elected to conduct the audit of the Company's annual financial statements for the fiscal year 2025 with a total fee of up to€ 42.000,00 plus VAT, including the audit of the annual financial statements and the review of half-year financial statements, the tax audit for the issuance of a tax certificate pursuant to Article 65A of the Code of Tax Procedure, the audit of the remuneration report for the financial year 2025 and the audit of an xhtml file with appropriate markup.
6. Permission was granted unanimously, in accordance with Article 98 par. 1 of the law. 4548/2018, to the members of the Board of Directors and the directors of the Company to participate in the management of legal entities that pursue the same or similar objectives as those of the Company (for the directors, provided that the company is a subsidiary, joint venture or related to the Company), provided that the provisions of the legislation on corporate governance, ethics and conflicts of interest are complied with.
7. The Board of Directors was unanimously authorized to establish a share offering program pursuant to article 113 par. 4 of Law 4548/2018 under any conditions within the framework of the law, but subject only to the following restrictions:
a) the rights to be allocated will correspond to a maximum of 2% of the total number of shares of the Company, i.e. 541,972 shares, as their number is today, provided that this maximum will be adjusted in case of corporate transactions that without new contributions lead to a change in the total number of shares, such as for example a division or merger of shares, so that the percentage of the total number of shares remains constant,
b) the shares to be allocated will result from an increase in the Company's share capital or from treasury shares.
The authorisation granted by the Governing Board is valid for 1 year from today, provided, of course, that this period only concerns the adoption and not the duration of the programme. In the event that the coverage of the amount of the share capital increases that may take place in accordance with the share allotment plan is not complete, the share capital will be increased up to the amount of the corresponding coverage in accordance with Article 28 of Act No. 4548/2018.
8. The distribution of up to 400,000.00 euros of part of the net profit for the financial year 2023 to members of the Board of Directors and employees of the Company was unanimously approved, subject to the prior determination of the achievement of the objectives set and the relevant authorizations were granted.
9. The plan for the acquisition of treasury shares, based on article 49 of Law 4548, was unanimously approved./2018, according to which the Company will be entitled, within the 24-month period stipulated by law, i.e. from 24.04.2025 to 24.04.2027, to purchase treasury shares of up to 5% of the total paid-up share capital of the Company, which percentage as of 24.04.2025 corresponds to 1,354,929 shares (5% x 27,098,594 = 1,354,929). The maximum purchase price of the Company's treasury shares will be five euros (€5) per share and the minimum purchase price will be one euro (€1.00) per share, while the same shares acquired may be disposed of in any manner permitted by law.
10. The remuneration policy was unanimously approved in accordance with the provisions of Law 4548/2018 (article 110), and remains in force for a maximum period of four (4) years, i.e. until 24.04.2029, unless amended or renewed earlier.