ANNOUNCEMENT

RESOLUTIONS OF THE ANNUAL GENERAL MEETING OF ELVALHALCOR S.A. OF THE 23^rd May 2019

“ELVALHALCOR S.A.” announces that on the 23rd of May 2019, Thursday, at 10:30 a.m., the Annual General Meeting of the Company's shareholders was held at the “WYNDHAM GRAND ATHENS” Hotel at 2, Megalou Alexandrou, Athens. Seven (7) shareholders representing 343,494,211 shares of the total of 375,241,586, i.e. 91.54% of the share capital, attended the meeting and decided as follows, on the issues of the agenda:

1) Approved by a majority of 100% of attended and represented shares (343,494,211 votes), the Financial Statements for the fiscal year 2018, with the relevant reports of the Board of Directors and the Auditors.

2) Approved by a majority of 100% of attended and represented shares (343,494,211 votes), the allocation of results for the financial year 2018 and the distribution of dividend as follows:

Dividend distribution, for the Company's shareholders, amounting to €0,03 per share. After the deduction of tax, amounting to 10%, the net payable dividend per share amount is €0,027. As announced by the Company in the Financial Calendar of 2019, the cut-off date is defined as the 28th of May 2019, the date for the determination of beneficiaries is defined as the 29^th of May 2019, whilst the process of dividend payment to shareholders will start on the 4^th of June 2019. Finally, the Board of Directors is empowered for the settlement of all procedural issues, related to the implementation of the decision.

3) Approved with a 100% majority of attended and represented shares (343,494,211 votes), the overall management that took place during the financial year 2018 and discharged the auditors from any liability for damages related to the financial year 2018.

4) Approved by a 100% majority of attended and represented shares (343,494,211 votes), the remuneration of members of the Board of Directors for the year 2018.

5) Elected by a 100% majority of attended and represented shares (343,494,211 votes), the audit firm “PricewaterhouseCoopers”, for the exercise of the ordinary audit for the current financial year, taking into account the proposal of the Audit Committee of article 44 of Law 4449/2017, as now in force, with fee according to their offer.

6) Approved by a 100% majority of attended and represented shares (343,494,211 votes), the remuneration policy according to Law 4548/2018, as now in force.

 

7) Elected by a majority of 100% of attended and represented shares (343,494,211 votes), as members of the new fifteen-member (15) Board of Directors of the Company, with a term of one (1) year, the following:

1. THEODOSIOS PAPAGEORGOPOULOS

2. NIKOLAOS KOUDOUNIS

3. PERIKLIS SAPOUNTZIS

4. GEORGIOS KATSAMPAS

5. EFTYCHIOS KOTSAMPASAKIS

6. LAMBROS VAROUCHAS

7. DIMITRIOS KYRIAKOPOULOS

8. KONSTANTINOS KATSAROS

9. STAVROS VOLOUDAKIS

10. PATRICK KRON

11. ELIAS STASSINOPOULOS

12. ΝΑΤΑLΙΑ ΝΙΚΟLΑIDI (elected as Independent Member)

13. THOMAS GEORGE SOFIS (elected as Independent Member)

14. ΝΙΚΟLΑΟS GΑLΕΤΑS (elected as Independent Member)

15. PANAGIOTIS ATHANASOPOULOS (elected as Independent Member)

The term of office of the new Company's Board of Directors is extended, pursuant to the provisions of article 85, par.1, sec. c) of Law 4548/2018 as now in force, up to the lapse of the time limit, within which the Ordinary General Meeting of Shareholders of 2020 is to be convened and up to the taking of the relevant decision.

8) Elected by a majority of 100% of attended and represented shares (343,494,211 votes), as members of the Audit Committee, according to article 44 of Law 4449/2017 as now in force, the following:

1. Panagiotis Athanassopoulos, as Independent Non-executive Member

2. Νikolaos Galetas, as Independent Non-executive Member

3. Nikolaos Koudounis, as Non-executive Member

 

9) Approved by a majority of 100% of attended and represented shares (343,494,211 votes), the conversion of the coin blanks and rings production branch of the Company into a newly formed subsidiary single member Societe Anonyme and on the transfer of the assets of the former to the latter, pursuant to the provisions of article 52 par.2 of Law 4172/2013, as now in force, and of Law 4548/2018, as now in force.

 

10) Approved by a majority of 100% of attended and represented shares (343,494,211 votes), the granting of authorizations to Mess. Dimitrios Kyriakopoulos, and Nikolaos Koudounis, by acting jointly or separately, to sign before a Notary Public the branch conversion and hive down agreement (Item 9^th), as well as any other relevant document or statement that will be considered necessary for the completion of the transformation, and to proceed in any other necessary action,  by representing the Company, towards any third party and Authority (Ministry of Economy and Development, Athens Stock Exchange, Hellenic Capital Market Commission etc.).

11) Finally the Shareholders were informed of the following:

a) The Chairman of the Company's Audit Committee Mr. Nikolaos Galetas informed the shareholders on the findings of the Audit Committee, pursuant to the Recommendation (: Protocol Number: 1302/28.4.2017) of the Hellenic Capital Market Commission.

b) Due to the resignation of the Company's Board of Directors member, Mr. Eftychios Kotsampasakis, the Company's Board of Directors, aiming at the replacement of the resigned member elected Mrs. Natalia Nikolaidi, at the meeting of 21.12.2018 as a member of the Board, for the remainder of the term of office of the above mentioned resigned member. This action was communicated to the General Meeting shareholders' Body, pursuant to article 82 par.1 of Law 4548/2018 as now in force.

c) Aiming at the replacement of the deceased member of the Board of Directors, Andreas Kyriazis, the Company's Board of Directors, elected Mr. Thomas George Sofis at the meeting of 18.4.2019 as a member of the Board, for the remainder of the term of office of the above mentioned deceased member. This action was communicated to the General Meeting shareholders' Body, pursuant to article 82 par.1 of Law 4548/2018 as now in force.