SIDMA STEEL SA
Decisions of Annual Ordinary General Meeting of SIDMA S.A.
SIDMA S.A. announces that the Ordinary General Meeting of its shareholders was held on 17 June 2010 in which 19 shareholders participated who accounted for 79.997% of the share capital and unanimously approved the decisions. During the General Meeting, the items on the agenda set out below according to Article 278 of the Rulebook of Athens Stock Exchange were discussed and decisions were made thereupon:
Item 1: The Chairman submitted to the General Meeting the reports of the Board of Directors and the Chartered Auditor on both individual and consolidated Annual Financial Statements, which have been prepared in line with the International Financial Reporting Standards for the year from 1/1/2009 to 31/12/2009.
Item 2: The Meeting approved, by 100% of the attending parties, both individual and consolidated Annual Financial Statements, which have been prepared in line with the International Financial Reporting Standards for the year from 1/1/2009 to 31/12/2009.
Item 3: The Meeting approved also by 100% of the attending parties the allocation of profits of this year and non-payment of dividend.
Item 4: The Meeting approved, by 100% of the attending parties, the discharge of the BoD members and the Chartered Auditor from any liability for compensation as for the activities of the fiscal year 1/1/2009 -31/12/2009.
Item 5: Following proposal of the Chairman, the Meeting unanimously approved, by 100% of the attending parties, the election of Mr. Dallas Anastasios, son of Fotios (Reg. No in the Body of Chartered Accountants-Auditors 27021) and Mr. Kokotinis Christos of Vasilios (Reg. No in the Body of Chartered Accountants-Auditors 13501) of SOL S.A. as Ordinary and Deputy Auditor respectively and fixed their fees.
Item 6: The Meeting unanimously approved (by 100% of the attending parties) the fees paid to the members of the Board of Directors associated with dependent labour relation for the period 1/7/09 -30/6/10 and approved in advance an increase in such fees for the period 1/7/10 -30/6/11, up to 0%. The Meeting also approved the extra emoluments given to independent, non-executive members pursuant to the decision of the BoD dated 3 July 2008.
Item 7: By 100% of the attending parties, the Meeting granted a permit, pursuant to Article 23(1) of Codified Law 2190/20, to members of the Board of Directors and the General Management and/or Managers of the company for their participation in Boards of Directors or the Management of Group companies.
Item 8: By 100% of the attending parties, the Meeting unanimously elected a new 9-member Board of Directors (pursuant to the provisions of Law 3016/2002 on Corporate governance, as amended by Law 3091/2002). The new BoD comprises the following members: 1. Marcel Amarilio: Chairman, Non-Executive Member; 2. Sarantos Milios: Vice-chairman, Executive Member; 3. Daniel Benardout; Managing Director, Executive Member; 4. Nikoloas Mariou: Executive Member; 5. Konstantinos Karonis: Non-Executive Member; 6. Anastasios Kolyvanos: Executive Member; 7. Haim Nachmias: Executive Member; 8. George Katsaros: Independent, Non-Executive Member; 9. Sarra Salmona: Independent, Non-Executive Member; The tenure of the BoD is set at one year and shall expire on the date of the following annual ordinary general meeting of the companys shareholders.
Item 9: Pursuant to Article 37 of Law 3693/2008, the following members of the BoD were appointed members of the Audit Committee: 1. Marcel Amarilio: Non-Executive Member; 2. Konstantinos Karonis: Non-Executive Member; 3. Sarra Salmona: Independent, Non-Executive Member.
Item 10 The Meeting unanimously approved (by 100% of the attending parties) the supplemental act dated 01/28/2010, which amended the contract dated 09/09/2008 Issue schedule with coverage and ordinary bond loan agreement and appointment of the bondholders representative entered into with the banking corporation under the trade style HSBC Bank plc.
Item 11 Amendment of articles 13 and 15 of the Companys Articles of Incorporation and codification thereof into a uniform text, apart from the election of the President and the Vice President, the right to elect Chief Executive Officer, as well.
Item 1: The Chairman submitted to the General Meeting the reports of the Board of Directors and the Chartered Auditor on both individual and consolidated Annual Financial Statements, which have been prepared in line with the International Financial Reporting Standards for the year from 1/1/2009 to 31/12/2009.
Item 2: The Meeting approved, by 100% of the attending parties, both individual and consolidated Annual Financial Statements, which have been prepared in line with the International Financial Reporting Standards for the year from 1/1/2009 to 31/12/2009.
Item 3: The Meeting approved also by 100% of the attending parties the allocation of profits of this year and non-payment of dividend.
Item 4: The Meeting approved, by 100% of the attending parties, the discharge of the BoD members and the Chartered Auditor from any liability for compensation as for the activities of the fiscal year 1/1/2009 -31/12/2009.
Item 5: Following proposal of the Chairman, the Meeting unanimously approved, by 100% of the attending parties, the election of Mr. Dallas Anastasios, son of Fotios (Reg. No in the Body of Chartered Accountants-Auditors 27021) and Mr. Kokotinis Christos of Vasilios (Reg. No in the Body of Chartered Accountants-Auditors 13501) of SOL S.A. as Ordinary and Deputy Auditor respectively and fixed their fees.
Item 6: The Meeting unanimously approved (by 100% of the attending parties) the fees paid to the members of the Board of Directors associated with dependent labour relation for the period 1/7/09 -30/6/10 and approved in advance an increase in such fees for the period 1/7/10 -30/6/11, up to 0%. The Meeting also approved the extra emoluments given to independent, non-executive members pursuant to the decision of the BoD dated 3 July 2008.
Item 7: By 100% of the attending parties, the Meeting granted a permit, pursuant to Article 23(1) of Codified Law 2190/20, to members of the Board of Directors and the General Management and/or Managers of the company for their participation in Boards of Directors or the Management of Group companies.
Item 8: By 100% of the attending parties, the Meeting unanimously elected a new 9-member Board of Directors (pursuant to the provisions of Law 3016/2002 on Corporate governance, as amended by Law 3091/2002). The new BoD comprises the following members: 1. Marcel Amarilio: Chairman, Non-Executive Member; 2. Sarantos Milios: Vice-chairman, Executive Member; 3. Daniel Benardout; Managing Director, Executive Member; 4. Nikoloas Mariou: Executive Member; 5. Konstantinos Karonis: Non-Executive Member; 6. Anastasios Kolyvanos: Executive Member; 7. Haim Nachmias: Executive Member; 8. George Katsaros: Independent, Non-Executive Member; 9. Sarra Salmona: Independent, Non-Executive Member; The tenure of the BoD is set at one year and shall expire on the date of the following annual ordinary general meeting of the companys shareholders.
Item 9: Pursuant to Article 37 of Law 3693/2008, the following members of the BoD were appointed members of the Audit Committee: 1. Marcel Amarilio: Non-Executive Member; 2. Konstantinos Karonis: Non-Executive Member; 3. Sarra Salmona: Independent, Non-Executive Member.
Item 10 The Meeting unanimously approved (by 100% of the attending parties) the supplemental act dated 01/28/2010, which amended the contract dated 09/09/2008 Issue schedule with coverage and ordinary bond loan agreement and appointment of the bondholders representative entered into with the banking corporation under the trade style HSBC Bank plc.
Item 11 Amendment of articles 13 and 15 of the Companys Articles of Incorporation and codification thereof into a uniform text, apart from the election of the President and the Vice President, the right to elect Chief Executive Officer, as well.