Today, the 13^th of June 2017, the Αnnual Ordinary General Meeting of the shareholders of "LOULIS MILLS SA" was held at Sourpi Magnissia (Loulis Port). At the Annual General Meeting, during which the percentage of 75,5% of the share capital was represented, that means that the shareholders and their representatives, who  represent 12.928.651 shares and 12.928.651 votes, were present : 

 

1. Unanimously approved by a vote of 12.928.651, ie 75,5% of the share capital, the annual Financial Statements and the Consolidated Financial Statements in accordance with the International Financial Reporting Standards (I.F.R.S.) for the fiscal year 2016 (from 1.1.2016 to 31.12.2016), after hearing and approving the relevant Board of Directors' Reports and the Certified Auditor's Report Unanimously approved by a vote of 12.928.651, ie 75,5% of the share capital, the non-distribution of dividends to shareholders.

 

2. Unanimously, by a vote of 12.928.651, ie 75,5% of the share capital, the Board of Directors and the Certified Auditors - Accountants were discharged from any liability for the fiscal year 2016 (from 1.1.2016 to 31.12.2016).

 

3. The company "BDO Auditors Accountants SA" with registration number ELTE 173, which shall nominate the members of the regular Auditor – Accountant and the alternate Auditor - Accountant for auditing the annual financial statements of the Company and the Consolidated Financial Statements in accordance with International Financial Reporting Standards for the fiscal year 2017 (from 1.1.2017 to 31.12.2017) was unanimously elected by a vote of 12.928.651, ie 75,5% of the share capital.

 

4. Approved unanimously, by a vote of 12.928.651, ie 75,5% of the share capital, the distribution of remuneration to the Members of the Board of Directors for the fiscal year 2016 (from 1.1.2016 - 31.12.2016).

 

5. Pre-approved unanimously by a vote of 12.928.651, ie 75,5% of the share capital, and decided to pay, for the next fiscal use, wages and other remuneration to the Members of the Board of Directors, related to the Company, under employment, as well as remuneration to the non - executive members of the Board of Directors and the members of the Audit Committee for the next fiscal year from1.1.2017 to 31.12.2017.

 

6. Approved unanimously, by a vote of 12.928.651, ie 75,5% of the share capital, the increase of the share capital of the Company by 941.878,41 euros, by increasing the face value of each share by 0,055 euros with capitalization of the reserves “difference from the issue of shares above par” and unanimously approved the decrease the share capital of the Company by the same amount (941.878,41 euros) by decreasing the face value of each share by 0,055 euros, in order to return the capital with cash to the shareholders. Furthermore, the Annual General Meeting provided the authorization to the Board of Directors to settle all questions of procedure for the execution and implementation of this decision on the increase and reduction of the share capital.

 

7. Decided unanimously, by a vote of 12.928.651, ie 75,5% of the share capital, the cancellation of 4.782 registered treasury stocks of the Company, in accordance with Article 16 § 6 of CL 2190/1920 and the decrease of the share capital of the Company accordingly.

8. Approved unanimously, by a vote of 12.928.651, ie 75,5% of the share capital, the amendment to the Article 5 of the Articles of Association of the Company, in accordance with the above mentioned decisions under number 6 and 7.

 

9. By a vote of 12.928.651, ie 75,5% of the share capital, the members of the new Board of Directors were unanimously elected, with a four-year tenure and the independent non executive members of the BoD according to Law No 3016/2002 on corporate governance, as it applies, were appointed, as follows:

1) Nikolaos Loulis, son of Konstantinos and Olga

2) Nikolaos Fotopoulos, son of Spiridon and Athanasia

3) Konstantinos Dimopoulos, son of Nikolaos and Efrosini

4) Khedaim Abdulla Saeed Faris Alderei son of Abdulla and Sabha Mohamad,

5) Georgios Mourelatos, son of Apostolos and Maria, Independent Non -Executive Member.

6) Andreas Koutoupis, son of Georgios and Marianthi, Independent Non -Executive Member.

           

10. By a vote of 12.928.651, ie 75,5% of the share capital, the new three members of the Audit Committee with a four-year tenure according to article 44 of Law No 4449/2017, were unanimously elected, as follows:

1) Andreas Koutoupis, son of Georgios and Marianthi, Independent Non -Executive Member of the Board of Directors, who was elected as President of the Audit Committee

2) Georgios Mourelatos, son of Apostolos and Maria, Independent Non -Executive Member of the Board of Directors.

3) Khedaim Abdulla Saeed Faris Alderei son of Abdulla and Sabha Mohamad.

 

11. Approved unanimously, by a vote of 12.928.651, ie 75,5% of the share capital, the appointment of Mr. Konstatninos Loulis son of Nikolaos as unpaid counselor of the Company pursuant to Article 23A of Law 2190/1920

           

12. Both Board of Directors members and Company's Directors were unanimously authorized by a vote of 12.928.651, ie 75,5% of the share capital, to participate in the Board of Directors or in the management of other affiliated companies as those companies are defined in article 32 of Law 4308/2014 and, therefore, to conduct on behalf of the affiliated companies of acts falling within the Company's purposes.

 

All the above decisions of the Annual Ordinary General Meeting of the Shareholders shall be effective immediately. The Company will not distribute dividends to the shareholders for the fiscal year 2016 (from 1.1.2016 - 31.12.2016), in accordance to the above-mentioned, first item of the Agenda.

 

Sourpi, the 13th of June 2017

The Board of Directors