Serres, 30/05/17

 

DECISIONS OF THE ORDINARY General Meeting OF SHAREHOLDERS OF 30/05/17

 

Today the 30/05/17, 12th hour at the offices of the company in the Industrial Area of

Serres, the Annual General Meeting of Shareholders of «PAPAPANAGIOTOU SA»

and with the distinctive title «DROMEAS SA» was held. Specifically 11 Shareholders

were attending, who hold a total of 26.506.394 common shares of the Company,

representing 76,34% (a quorum) of the total share capital. According to Article 278 of

the ASE (Athens Stock Exchange) Regulation, the Company informs that in the above

General Meeting, discussed and decisions were taken on the following agenda items:

1. The shareholders that were present, having 76,34% of the Company's share

capital (ie shareholders holding 26.506.394 total shares) decided unanimously to

approve the annual financial statements (for the Company and the Group) as well

as the report of the Board of Directors and the Report of the External Auditor. On

the basis of the financial result in the fiscal year 2016, there is no dividend to be

distributed.

2. After approving the annual financial statements (Company and consolidated), the

shareholders that were present, holding 76,34% of the shares and after special

vote, by roll call i.e. shareholders holding a total of 26.506.394 shares, decided

unanimously to rid the Board members and the auditors of the Company from any

liability for the fiscal year from 1.1.2016 to 31.12.2016.

3. The shareholders that were present, having 76,34% of the Company's share

capital (ie shareholders holding 26.506.394 total shares) decided to entrust the

audit of fiscal year 2017 to Mr Athanasios D. Tsaklis (Registration Number 14951)

and Mr. Dimitrios G. Plastaras (Registration Number 27771) as a substitute. The

Board of Directors was further authorized to sign a relevant contract awarding the

audit within a reasonable timeframe, as required by the applicable Auditing

Standards.

4. The shareholders that were present, having 76,34% of the Company's share

capital (ie shareholders holding 26.506.394 total shares) unanimously approved

the Control Committee, which composition and operation is now controlled

according to law 44Ν. 4449/2017, to consist of non-executive members, namely

Grigorios Zarotiadis, Chairman of the Committee, and Athanasios Kalafatis and

Dimitrios Petalas, members of the Committee

 

5. The shareholders that were present, having 76,34% of the Company's share

 

capital (ie shareholders holding 26.506.394 total shares) unanimously approved in

accordance with Article 24 of Law 2190/1920, fees, benefits and allowances,

granted to members of the Board from 1.1.2016 to 31.12.2016.

6. The shareholders that were present, having 76,34% of the Company's share

capital (ie shareholders holding 26.506.394 total shares) unanimously approved in

accordance with Article 24 of Law 2190/1920, the budgeted fees, benefits and

allowances to be granted to members of the Board from 1.1.2017 to 31.12.2017.

Besides it was also decided, in accordance with Article 5 of Law 3016/2002 on

corporate governance, the determination of compensation of non-executive Board

members for 2017 for time spent in board meetings and overall performance of

their duties and authorized the Board to take the necessary actions to implement

the above.

7. The shareholders that were present, having 76,34% of the Company's share

capital (ie shareholders holding 26.506.394 total shares) unanimously approved

the amendment of contract of the 05.01.2017 , by which the Chairman of the

Board of Directors grants the company patent and design rights.

 

The Board of Directors