DECISIONS OF ORDINARY SHAREHOLDER MEETING 28-8-2020
ORDINARY SHAREHOLDER MEETING
28-8-2020
UNIBIOS HOLDINGS S.A.
GEMI 232101000
In Fili today, Friday 28th August 2020 at 14:00 the shareholders of Unibios Holdings met for an Ordinary shareholder meeting at the company's headquarters in VIOPA Ano Liosion, 1st and 18th Street. The meeting was invited by the board of directors. The meeting was attended in person or by representation by shareholders holding 7,431,349 shares with the right to vote out of a total of 15,625,315 shares, i.e. 47,55% of the total share capital of the company.
SUBJECT 1: Submission and approval of the annual Corporate and Consolidated Financial Statements for the financial year ended 31.12.2019 (01. 01.2019 to 31.12.2019), with the relevant Report of the Board of Directors and the Report of the CertifiedAuditor-Accountant.
The President, after reading the relevant report of the Board of Directors and the report of the external Auditor-Accountant, proposes the approval of the financial statements for the financial year 2019 with the relevant Report of the Board of Directors and the Report of the Certified Auditor.
The results of the vote were as follows:
|
Vote |
Shares |
Percentage of Present Shareholders |
Percentage of Total Share Capital |
|
FOR |
7.431.349 |
100% |
47,55% |
|
AGAIST |
0 |
0% |
0% |
|
ABSTAIN |
0 |
0% |
0% |
SUBJECT 2 : Approval of the overall management of the Company by the Board of Directors in accordance with Article 108 of Law 4548/2018 as applicable and exemption of the Certified Auditors - Accountants from any liability for compensation for the financial year from January 1, 2019 to December 31, 2019.
On the 2nd subject, the President proposed the approval of the overall management of the Company by the Board of Directors in accordance with Article 108 of the Law 4548/2018 as applicable and the exemption of Certified Auditors - Accountants from any liability for compensation for the financial year from January 1, 2019 to December 31, 2019. The assembly approved the president's proposal unanimously:
|
Vote |
Shares |
Percentage of Present Shareholders |
Percentage of Total Share Capital |
|
FOR |
7.431.349 |
100% |
47,55% |
|
AGAIST |
0 |
0% |
0% |
|
ABSTAIN |
0 |
0% |
0% |
Subject 3 : Approval of the remuneration and compensation of the Members of the Board of Directors for the financial year 2019, approval of the employment of members of the Board of Directors in relation to dependent employment, approval of remuneration of members of the Board of Directors on the basis of a special relationship with the Company and pre-approval of remuneration and compensation for the financial year2020.
On the third point, the President, after reporting that some members of the Board of Directors are employed by the company and describing the working and cooperation relationships that exist either directly with members of the Board of Directors or with companies controlled by them, asked the General Assembly to approve (1)the employment of members of the Board of Directors in dependent employment relationships, (2)the remuneration of board members based on its special relationship with the Company during the financial year 2019 and (3 to pre-approve the remuneration and compensation for the year 2020
The General Assembly then accepted and approved by a majority (100%) the President's proposals.
|
Vote |
Shares |
Percentage of Present Shareholders |
Percentage of Total Share Capital |
|
FOR |
7.431.349 |
100% |
47,55% |
|
AGAIST |
0 |
0% |
0% |
|
ABSTAIN |
0 |
0% |
0% |
Subject 4 : Election of a Regular and an Alternate Auditor for the audit of the Company's Financial Statements, as provided for in the relevant Legislation, for the year 2020 and determination of their remuneration.
On the proposal of the Chairman and by a majority of 100%, the General Assembly approved the proposal of the Audit Committee of the Board of Directors for the election of a Regular and an Alternate Auditor for the audit of the Company's Financial Statements, as provided for in the relevant Legislation, for the financial year2020 and authorised the Board of Directors to negotiate for their remuneration. Mr. Gregory Mantzaris (A.M. SOEL 31561) was elected as the company's Regular Auditor for the year 2020 and Mr. Pantelis Papaioannou (A.M. SOEL 28271) was elected as his alternate, both are members of the Audit Firm ACES Certified Auditors S.A. ( "ACES AUDITORS S.A") with A.M. SOEL 159. Natural persons participating in the Board of Directors did not take part in this vote as provided for in Article 124(8) of Law 4548/2018. The results of the vote were as follows:
|
Vote |
Shares |
Percentage of Present Shareholders |
Percentage of Total Share Capital |
|
FOR |
1.469.907 |
100% |
9,40% |
|
AGAIST |
0 |
0% |
0% |
|
ABSTAIN |
0 |
0% |
0% |
Subject 5 Granting of permission to the members of the Board of Directors of the Company according to Article 98(1) of Law 4548/2018, for their participation as Directors in the Boards of Directors or in the management of other related companies of the Group.
The President has requested authorization pursuance to Article 98(2) of Law 4548/2018, as applicable for the participation of the members of the Board of Directors of the Company as well as its Directors in the Boards of Directors or in the management bodies of other related companies of the Group. The General Assembly accepts the proposal unanimously. The results of the vote were as follows:
|
Vote |
Shares |
Percentage of Present Shareholders |
Percentage of Total Share Capital |
|
FOR |
7.431.349 |
100% |
47,55% |
|
AGAIST |
0 |
0% |
0% |
|
ABSTAIN |
0 |
0% |
0% |
Subject 6ο : Submission for discussion and adoption of the Remuneration Report of the Board of Directors for the financial year (from 1η January 2019 to 31η December 2019), in accordance with Article 112(3) of Law 4548/2018, as applicable.
The President reads the company's renumeration report, which is approved by the General Assembly unanimously. The results of the vote were as follows:
|
Vote |
Shares |
Percentage of Present Shareholders |
Percentage of Total Share Capital |
|
FOR |
7.431.349 |
100% |
47,55% |
|
AGAIST |
0 |
0% |
0% |
|
ABSTAIN |
0 |
0% |
0% |
SUBJECT 7: Provision of special permission in accordance with Article 100 of Law 4548/2008/2008 as currently applicable to persons as provided for in paragraph 2 of Article 99 for the conclusion of contracts with the Company and its subsidiaries.
The President said that with the introduction of Law 4548/2008 this matter is the responsibility of the Board of Directors and that there is currently no proposal for approval.
SUBJECT 8 : Other Announcements
The planned announcements were made to the General Meeting, followed by a discussion with the shareholders. There is no vote.