RESOLUTIONS OF THE ORDINARY SHAREHOLDERS MEETING 2015
Athens, April 29th 2015
RESOLUTIONS OF THE ORDINARY SHAREHOLDERS MEETING 2015
EYDAP S.A. informs the investment community that, its Annual Shareholders' Meeting was held on Wednesday 29th of April 2015, at 11.00 a.m. at the Company's headquarters at Galatsi.
Present at the Company's General Meeting were 125 Shareholders, representing a total of 82.365.491 shares i.e. 77.34% of the Company's paid up share capital, and adopted the following resolutions:
1. Approved the Board of Directors' Report, the Independent Auditors' Report and the annual financial statements for the fiscal year 2014.
2. Approved the exemption of the members of the Board of Directors and the Auditors from any liability for the fiscal year 2014.
3. Approved a dividend distribution of 0.20 euro per share gross, i.e. 0.18 euro per share net, after 10% withholding tax (0.02 euro per share) pursuant to Law 4110/2013. The total dividend amount that will be distributed to the shareholders comes up to 21.300.000 euro. Beneficiaries of the dividend are shareholders registered in the Company's records in the Dematerialized Securities System on May 6th 2015 (record date). Ex-dividend date is therefore defined as May 5th, 2015. Payment of dividend will commence on May 12th, 2015 according to the procedure defined by the Regulation of the Athens Exchange.
4. Approved the Chairman's and CEO's remuneration paid for the year 2014, accountably for the period starting from 1.1.2015 until 30.4.2015 and approved in advance the relevant remunerations for the period starting from 1.5.2015 to 30.06.2016.
5. Approved the remunerations paid and compensations for the BoD members, the Secretary of the BoD and the Members of the Audit Committee for the financial year 2014, accountably for the period starting from 1.1.2015 until 30.4.2015 and approved in advance the relevant remunerations and compensations for the period starting from 1.5.2015 to 30.06.2016.
6. Selected the audit firm SOL S.A. and elected the ordinary auditors, Mr. Vasileios Papageorgopoulos Chartered Accountant (SOEL num. 11681) and Mr. Efstratios Paparidis, Chartered Accountant (SOEL num. 14351) and the deputy Auditors Mr. Georgios Kyrbizakis, Chartered Accountant (SOEL num. 16181) and Mrs Eleni Karagouni Chartered Accountant (SOEL num. 24111) and approved their remuneration (67.000 euro plus VAT) for auditing the annual financial statements for 2015, for the Review of Interim Condensed Financial Statements and for granting the Tax Certificate of fiscal year 2015.
Regarding the issues 3, 4 and 5 of the agenda i.e.-Election up to nine (9) Members of the BoD by the majority shareholder, the Greek State, Election of Independent Member of the BoD for the participation in the Audit Committee, according to article 37 of L.3693/2008, Designation of the Audit Committee, according to article 37 of L.3693/2008- the majority Shareholder-the Greek State submitted, according to the article 39 paragraph 3 of L. 2190/1920 as in force, the request for the postponement of their discussion for the 13th of May 2015, at 11.00 am at the Company's headquarters at 156 Oropou str, Galatsi.
It must be noted that the Shareholders of the Company, who are registered in the Dematerialized Securities System, managed by "Hellenic Exchanges S.A.” (HELEX) in which the shares of EYDAP S.A. are recorded, are qualified to participate in the Shareholders' General Meeting. Specifically, the capacity of Shareholder must be in force on the 8th of May, 2015, Friday (Record Date) that is, on the commencement of the fifth (5th) day prior to the holding of the postponed General Meeting of the 13th of May, 2015. According to the Law, only persons with the capacity of the Shareholder on the relevant Record Date are qualified to participate and vote. The proof of the Shareholder qualification is provided by the relevant affirmation by HELEX or by direct electronic link of the Company with HELEX records. The relevant written confirmation or electronic affirmation regarding the capacity of the Shareholder must be provided to the Company the latest until the third (3rd) day prior to the General Meeting, that is, until Sunday, the 10th of May, 2015. If a Shareholder does not comply with the provisions of article 28a of Codified Law 2190/1920, said Shareholder participates in the General Meeting only after the authorization of the Meeting. To exercise the said rights, it is not necessary to block the shares or follow any other similar process that may restrict the ability to sell and transfer shares in the period between the Record Date and the General Meeting.
The Shareholders may participate in the Annual Shareholders' General Meeting and vote either in person or by proxy. Each Shareholder may appoint up to three (3) proxy holders. Legal entities participate in the General Meeting by appointing up to three (3) natural persons as proxy holders. If a Shareholder owns shares of the Company which appear in more than one investor securities account, such limitation shall not prohibit said Shareholder from appointing different proxy holders for the shares in each account, in regard to the General Meeting. A proxy holder of more than one Shareholder may cast different votes for each Shareholder.
The appointment and the recall of a proxy holder shall be made in writing and shall be notified to EYDAP S.A. at least three (3) days prior to the day of the General Meeting, that is, until Sunday, the 10th of May, 2015, at the latest. For this purpose, the form that may be used by the Shareholder for the appointment of a proxy holder is available at the Company's website Annual General Shareholders' Meeting April, 29th 2015 3 (www.eydap.gr), and it will also be provided by the Shareholder and Investor Relations Department. The aforementioned form, completed appropriately and signed by the Shareholder or the legal proxy holder of the Shareholder must be sent via fax (+30 210 214 44 37) or submitted to the Shareholders and Investor Relations Department of EYDAP S.A. (156, Oropou St., Galatsi), at least three (3) days, as mentioned above, prior to the day of the General Meeting, that is, until Sunday, the 10th of May, 2015 at the latest.
Finally it is noted that pursuant to paragraph 3 of Article 39 of Law 2190/1920 as in force, after postponement, the General Meeting is a continuation of the previous, a repetition of the formalities of the Shareholders invitation's publication is not required, new shareholders can be involved, with compliance to the Articles 27 paragraph 2, 28 and 28a.