“I.  KLOUKINAS – I. LAPPAS CONSTRUCTION AND COMMERCIAL S.A.”

COMPANY ROLL NO. 5828/06/B/86/14

 

Resolutions of the General Meeting of the Shareholders

 

The company announces the resolutions of the Ordinary General Assembly of its Shareholders, which convened on 28.06.2018 at 11.00 am at the company's registered offices, 2 Omirou and Teo str., in Tavros. In the General Meeting attended twenty-seven (27) shareholders represented 31.799.697 ordinary shares and voting rights, of a total of 40.219.218 ordinary shares and voting rights, i.e. 79,06% of the companyΆs paid up share capital, and therefore the percentages of majority required by law, were fulfilled. The following resolutions have been reached unanimously:

 

1) The annual financial statements of the company for the financial year 1/1/2017-31/12/2017 (the Balance Sheet, Income Statement, Statement of changes in equity, cash flow statement and notes to the financial statements), together with the respective reports of the Board of Directors and of the Auditors, have been approved.

 

Number of shares for which valid votes were given: 31.799.697

Percentage of share capital: 79,06%

Total amount of valid votes: 31.799.697

Number of votes in favour: 31.799.697    against: -    abstentions: -

 

2) It has been concluded not to distribute dividend to the shareholders from the net profits of the financial year 2017 (01/01/2017-31/12/2017). Furthermore, it has been concluded to distribute dividend from taxed profits from previous years of total amount 1.126.138,10 euro, i.e. 0,028 euro per each share. The dividend of 0,028 euro (gross amount) per share is subject to 15% withholding tax, therefor the net dividend per share amounts to 0,0238 euro (net amount) per share.

Beneficiaries of the approved dividend are the Shareholders of the company at the time of closure of the session of the Athens Stock Exchange on 03/07/2018. As from 02/07/2018, the shares of the company shall be traded in the Athens Stock Exchange without the right of receiving the above dividend.

Payment of the dividend to the shareholders will be effected through the payee bank - Alpha Bank S.A. – on 06/07/2018 as follows:

A). through the Dematerialized Securities System (DSS) Operators, for those shareholders who have authorized their Operator(s) for the dividend collection.

B). directly to the shareholders as follows:

1. by direct credit to International Bank Account Number (IBAN) declared by the shareholder for those shareholders that do not wish to collect the dividend through his/her Operator(s). This case concerns only the shareholders who have declared an IBAN kept with the payee bank – ALPHA BANK S.A.

2. to any branch of the payee bank – ALPHA BANK S.A. Each shareholder must provide the DDS account information and his / her Identification Card. The payment to a third party can only be made to a legally authorized representative of the shareholderΆs by presenting to the payee bank – Alpha Bank S.A. – an authorization letter undersigned for the originality of the signature of the shareholder by Police or other relevant Authority.

The collection of the amount of the dividend is available through the payee bank – ALPHA BANK S.A. until 05/07/2019. After that date dividend collection will be effected only at the companyΆs registered offices, 2 Omirou and Teo str., in Tavros.

Number of shares for which valid votes were given: 31.799.697

Percentage of share capital: 79,06%

Total amount of valid votes: 31.799.697

Number of votes in favour: 31.799.697    against: -    abstentions: -

 

3) The members of the Board of Directors and of the Auditors have been released from any liability for compensation concerning the management and the annual financial statements for the  financial year 1/1/2017-31/12/2017.

 

Number of shares for which valid votes were given: 31.799.697

Percentage of share capital: 79,06%

Total amount of valid votes: 31.799.697

Number of votes in favour: 31.799.697    against: -    abstentions: -

 

4) The General Meeting approved for the fiscal year 2017 the following remunerations of the Board members, i.e. to (a) Mr. Ioannis Lappas, the amount of 150.000 euro, (b) Mr. Loukas Spentzaris the amount of 150.000 euro, (c) Messrs. Violetta Lappa, Mary Lappa and Avraam Spentzaris, the amount of 25.000 euro each (d) Mr. Georgios Kokkinakis and Mr. Athanassios Fylaktos the amount of 2.500 euro each.

Furthermore, the following remunerations were approved for the fiscal year 2018 distributed from the taxed profits from previous years i.e. to (a) Mr. Ioannis Lappas, the amount of 40.000 euro, (b) Mr. Loukas Spentzaris the amount of 40.000 euro, (c) Messrs. Violetta Lappa, Mary Lappa and Avraam Spentzaris, the amount of 20.000 euro each (d) Mr. Georgios Kokkinakis and Mr. Athanassios Fylaktos the amount of 3.000 euro each.

 

Number of shares for which valid votes were given: 31.799.697

Percentage of share capital: 79,06%

Total amount of valid votes: 31.799.697

Number of votes in favour: 31.799.697    against: -    abstentions:

 

5) The General Meeting elected the company under the name ΅BDO Certified Public Accountant S.A.Ά (Reg. SOEL: 173) for the control of the financial statements (companyΆs and consolidated) for the fiscal year 2018 (01/01/2018-31/12/2018) and their remuneration has been decided to amount to the sum of the minimum remuneration provided by the law.

 

Number of shares for which valid votes were given: 31.799.697

Percentage of share capital: 79,06%

Total amount of valid votes: 31.799.697

Number of votes in favour: 31.799.697    against: -    abstentions:

 

6) The General Meeting elected as members of the Audit Committee, according to the provisions of art.44 of L.4449/2017, the following members namely:

(a) Mr Georgios Rozakis, Chairman of the Audit Committee, (b) Mr. Athanassios Fylaktos, independent non-executive member of the Board, member of the Audit committee and (c) Mr. Georgios Kokkinakis, independent non-executive member of the Board, member of the Audit committee. The remuneration of Mr Georgios Rozakis has been decided to amount to the sum of 1.200 euro per month.

Number of shares for which valid votes were given: 31.799.697

Percentage of share capital: 79,06%

Total amount of valid votes: 31.799.697

Number of votes in favour: 31.799.697    against: -    abstentions:

 

7) It was announced to the shareholders the decision of the BoD dated 06.06.2018 (a) to suspend temporarily any action related to the establishment of the Real Estate Investment Company (R.E.I.C.) with contribution in Kind of the assets of the company and /or its subsidiary company under the name “IOANNIS KLOUKINAS-IOANNIS LAPPAS ATE” due to the fact that the value of one of the assets and specifically of the investment property in Ermou 47 is bigger than 25% of the total value of the assets contributed in R.E.I.C., which is not in accordance with the provisions of the L.2778/1999 and (b) to find other ways to exploit the company's real estate and its subsidiary.

There were no miscellaneous announcements.

 

Athens 28/06/2018

 The Board of Directors