Announcement of the decisions of Ordinary General Meeting

on 10^th of September, 2020

 

 

The société anonyme "REDS  S.A.", according the article 278 of the ATHEX Regulation, discloses that the Annual General Meeting Shareholders, held on 10^th of September, 2020, Thursday, at the offices of the company at Ermou Street, no 25, Municipality of Kifissia, was attended by 9 shareholders, representing 40.981.074 ordinary registered voting shares, out of a total 57.434.884, ordinary registered voting shares, thus the quorum stood at 71,352% of the voting share capital.

The above General Meeting discussed and decided of all the items of the agenda, as follows:

 

Item 1: Submission for approval of the Annual (Company and Group) Financial Report for the financial year 01.01.2019 - 31.12.2019, which includes the Annual Corporate and Consolidated Financial Statements with the relevant Reports and Declarations of the Board of Directors and the Auditor.

 

The Annual General Meeting having voted legally approved the Annual (Company and Group) Financial Report for the year 01.01.2019 to 31.12.2019, the Annual Corporate and Consolidated Financial Statements, the Annual Report of the Board of Directors and its other Reports and Declarations, the Audit Report of the auditors.

 

The results of the voting for the 1^st Item are as follows:

 

Number of shares for which votes have been validly cost	40.981.074	Percentage of present and represented votes
Percentage of voting share capital	71,352%
Number of votes "in favor"	34.386.604	83,908%
Number of votes "against"	0	0,000%
Number of votes "withheld"	6.594.470	16,092%

 

 

Item 2: Approval of the overall management of the Board of Directors that took place during the fiscal  year 2019, pursuant to Article 108 of Law 4548/2018 and release of the certified auditors from liability for the fiscal  year 2019.

 

The Annual General Meeting approved the overall management by each member of the Board of Directors of the Company individually, in its respective capacity, but also by all members of the Board of Directors collectively for their activities, in accordance with Article 108 of Law 4548/2018, during the financial year 2019, and the release of the certified auditors «PRICEWATERHOUSECOOPERS»  from any liability for the financial year 2019.

 

 

The results of the voting for the 2^nd Item are as follows:

 

Number of shares for which votes have been validly cost	40.981.074	Percentage of present and represented votes
Percentage of voting share capital	71,352%
Number of votes "in favor"	34.386.604	83,908%
Number of votes "against"	6.594.470	16,092%
Number of votes "withheld"	0	0,000%

 

Item 3:  Approval by the General Meeting of the remuneration for the members of BoD for the fiscal  year 2019 in accordance with the article 109 of Law 4548/2018.

The Ordinary General Meeting, discussed and approved, the remuneration of the Members of the Board of Directors for the financial year 2019 in accordance with Article 109 of Law 4548/2018, as in force.

 

The results of the voting for the 3^rd Item are as follows:

 

Number of shares for which votes have been validly cost	40.981.074	Percentage of present and represented votes
Percentage of voting share capital	71,352%
Number of votes "in favor"	34.386.604	83,908%
Number of votes "against"	6.594.470	16,092%
Number of votes "withheld"	0	0,000%

 

 

Item 4: Election of certified auditors to audit the annual financial statements of the financial year 2020, and determination of their fee.

The Annual General Meeting, having voted legally, approved the election of the audit firm “PriceWaterhouseCoopers” to audit the annual corporate and consolidated financial statements of the financial year 2020. The price for the above services determined to the amount of euro 42.000, as defined by the Supervisory Board of the Board of Certified Auditors.

The results of the voting for the 4^th Item are as follows:

 

Number of shares for which votes have been validly cost	40.981.074	Percentage of present and represented votes
Percentage of voting share capital	71,352%
Number of votes "in favor"	34.386.604	83,908%
Number of votes "against"	0	0,000%
Number of votes "withheld"	6.594.470	16,092%

 

Item 5: Granting permission, pursuant to Article 98 of Law 4548/2018, to the Members of the Board of Directors and Company's Directors and Managers to participate in the Board of Directors or in the management of subsidiary and affiliated Group companies, as well as in legal entities in which the Company or Group companies hold(s) a direct or indirect participation and which are engaged in objects similar or related to those of the Company.

 

The Annual General Meeting, having voted legally, approved the participation of the Members of the Boards of Directors, as well as the Executives of the General Management and the Managers of the Company, in the Board of Directors or the Management of subsidiary or affiliated Group companies as well as of economic entities in which the Company or other Group companies participate directly or indirectly and which are engaged in objects similar or related to the Company's objects.

The results of the voting for the 5^th Item are as follows:

 

Number of shares for which votes have been validly cost	40.981.074	Percentage of present and represented votes
Percentage of voting share capital	71,352%
Number of votes "in favor"	34.386.604	83,908%
Number of votes "against"	0	0,000%
Number of votes "withheld"	6.594.470	16,092%

 

 

Item 6: Presentation of the Annual Activity Report of the Audit Committee for the fiscal year 2019.

The Annual Activity Report of the Audit Committee has been presented, with detailed reference to its actions and the matters with which it dealt during the financial year 2019.

The aforementioned Annual Activity Report of the Audit Committee for the year 2019 has been posted on the Company's website www.reds.gr on 20/08/2020, the date of publication of the invitation, in order for the shareholders to receive full knowledge.

 

Item 7: Approval of Remuneration Policy of the Company pursuant to articles 110 & 111 of Law 4548/2018.

The Ordinary General Meeting, following a lawful vote, approved, following a recommendation and proposal of the Candidates Nomination and Remuneration Committee, the proposed Remuneration Policy of the Company, which will be in force for the next four years, and authorized the Board of Directors to manage and implement the approved Remuneration Policy as per the foregoing. The Remuneration Policy, as approved, according to the draft decisions of the Annual General Meeting on August 20, has been posted on the Company's website www.reds.gr, in order for the shareholders to receive full knowledge

The results of the voting for the 7^th Item are as follows:

 

Number of shares for which votes have been validly cost	40.981.074	Percentage of present and represented votes
Percentage of voting share capital	71,352%
Number of votes "in favor"	34.386.604	83,908%
Number of votes "against"	6.594.470	16,092%
Number of votes "withheld"	0	0,000%

 
 

 

Item 8: Submission for discussion and adoption by the General Meeting of the Remuneration Report of Article 112 of Law 4548/2018 for the financial year 2019.

The Ordinary General Meeting, discussed and approved, the proposed Remuneration Report of the Directors for the financial year 2019. It is noted, that under par. 3 of Article 112 of Law 4548/2018, the shareholders' vote on the aforementioned Remuneration Report is of advisory nature. The Board of Directors will explain in the next year's remuneration report the manner in which the above result of the vote at this Annual General Meeting was taken into account.

 

The results of the voting for the 8^th Item are as follows:

 

Number of shares for which votes have been validly cost	40.981.074	Percentage of present and represented votes
Percentage of voting share capital	71,352%
Number of votes "in favor"	34.386.604	83,908%
Number of votes "against"	6.594.470	16,092%
Number of votes "withheld"	0	0,000%

 

 

Item 9: Other Announcements

The Management of the Company provided an update on the projects, the course of operations and other matters concerning its smooth operation, and answered questions asked by the shareholders that did not require their vote.

 

 

Kifissia, September 10, 2020