ANNOUNCEMENT for the decisions of the ordinary General Shareholders’ Assembly, held on 23.06.2010
MICHANIKI S.A. hereby announces, in accordance with article 4.1.3.3 of the Athens Stock Exchange Regulation, that in the Ordinary General Shareholders’ Assembly which was held on Wednesday 23rd June 2010 at 15:00 hours at the Company’s head offices in the Municipality of Amaroussio in Attica (91 M. Alexandrou Street and 25th Martiou Street), with the presence and representation of 37 legal and natural persons, representing 15.822.820 ordinary registered shares with voting rights out of a total of 66,937,526 ordinary shares with voting rights, that is with a quorum of 23,64% of the paid share capital distributed in registered shares, decisions were taken on all the items of the agenda with the noted below majority:
Specifically, the Assembly discussed and took the following decisions:
Item 1: Submission and approval of the Annual Financial Report (financial statements) of the period as of the 1st January 2009 up to the 31st December 2009, along with the relevant reports of the Board of Directors (BoD) and the auditors. Approval of profit distribution.
It was decided with 15.821.370 votes, that is with a 100% majority of the represented votes, to approve the Annual Financial Report (financial statements) of the period as of the 1st January 2009 up to the 31st December 2009, along with the relevant reports of the Board of Directors (BoD) and the auditors and to distribute the profits with a dividend distribution of € 0.0219 per share, ordinary and preferential. The dividend distributed to the shareholders will be the amount after the dividend tax deduction of 10% for the Greek state in implementation of the provision of article 18 §1 L. 3697/2008, which corresponds to €0.0197 net per share. The determination date for the dividend beneficiaries was set to be Tuesday, 17th August 2010, and, consequently, beneficiaries for the dividend of the 2009 fiscal year shall be the ones registered as shareholders of the Company in the System of Dematerialized Securities on the said date. The ex-dividend date was set to be Friday, 13 August 2010, and, consequently, the Company’s share shall be traded as of that date without the right for dividend taking for the 2009 fiscal year. The date of paying the dividend to the beneficiaries was set to be Friday, 20 August 2010. The dividend shall be paid pursuant to §5.5 of the Athens Stock Exchange Regulation and article 39 of the Operation Regulation of the System of Dematerialized Securities. The reimbursing Bank was set to be ALPHA BANK which shall pay the dividend as follows: a) to the operators of the beneficiary shareholders (depositaries – stock brokering companies - if the right to collect has been granted to them); b) to the shareholders themselves through the network of branches of ALPHA BANK for those of the shareholders who have asked their operator to be excluded from the System of Dematerialized Securities or have their shares in the special shareholders’ share account or for shares kept in share accounts of investors who have not appeared; and c) for those of the shareholders that for any reason, the credit of the dividend through their operators is not possible, they shall be able to collect it through the network of branches of ALPHA BANK. The dividend shall be collected for cases b and c with the notification of the Code Number of the Investor’s Share Account (CNISA – KAME) of the System of Dematerialized Securities and by producing the shareholder’s identity card, the Tax Identification Number (TIN) and the competent Tax Office. The dividend can be collected by a third party by additionally producing an authorization including all the beneficiary’s and the authorized party’s data, with the signature of the principle beneficiary authenticated by a competent authority. The dividend certificate for tax use shall be mailed to the shareholders by the Company. After five (5) years the dividend lapses in favour of the Greek State.
One (1) shareholder with 1.450 shares and votes was absent from the voting, that is with a 0,01 majority.
Item 2: Relief of the BoD members and the Auditors from any kind of compensation responsibility with regard to the proceedings, the management and the Annual Financial Report (financial statements) as of the 1st January 2009 up to the 31st December 2009.
The relief of the BoD members from 1st January 2009 up to 31st December 2009 as well as of the current members and the auditors from any compensation responsibility for the 2009 fiscal year was decided with 15.604.449 votes, that is a majority of 99,92% of the shareholders participating in the voting. It is noted that pursuant to the law,15.604.449 shares did not participate in the voting, that is 99,92% of the represented votes in the Assembly, which, following a relevant authorization of shareholders, were represented in the General Assembly by BoD members.
Two (2) shareholders with 12.306 shares and votes totaly was absent from the voting, that is with a 0,08 majority.
Item 3: Approval of Auditor’s fee for the fiscal year of 2009
The payment of € 43,868.00 plus VAT for the fees of the auditors’ firm with the name “CERTIFIED PUBLIC ACCOUNTANTS – AUDITORS SA” with Mr. Georgios Skabavirias, father’s name Athanasios, as a regular auditor, and Mr. Dimitrios Chaidos, father’s name Agamemnon, as a substitute one, was approved with 15.810.514 votes, that is a majority of 100% of the shareholders participating in the voting.
Two (2) shareholders with 12.306 shares and votes totaly was absent from the voting, that is with a 0,08 majority.
Item 4: Approval of the fees of the BoD members
The payment of a total amount of €170,000.00 to the BoD members for their participation was approved with 15.810.514 votes, that is a majority of 100% of the shareholders participating in the voting.
Two (2) shareholders with 12.306 shares and votes totaly was absent from the voting, that is with a 0,08 majority.
Item 5: Selection of Audit Firm (regular and substitute auditor) for the fiscal year of 2010 and determination of its fee
The selection of the auditors’ firm with the name “CERTIFIED PUBLIC ACCOUNTANTS – AUDITORS SA”, and with Mr. Dimitrios Chaidos, father’s name Agamemnon, (Registered no of Auditors’ Body: 15111) as a regular auditor and Mr. Vassilios Giannoutsos, father’s name Dimitrios (Registered no of Auditors’ Body: 15721) as a substitute for the 2010 fiscal year (as of 1st January 2010 up to 31st December 2010) for the control and auditing of the Croup’s Financial Statements and the determination of € 43,868.00 plus VAT as a fee were decided with 15.810.514 votes, that is with a 100% majority of the shareholders participating in the voting.
Two (2) shareholders with 12.306 shares and votes totaly was absent from the voting, that is with a 0,08 majority.
Item 6: Announcement and validation by the General Meeting of the selection by the BoD of two new consultants (as non executive members) in replacement of the same number of consultants who have left as well as validation of the selection of one of them as members of the Control Committee
The selection for the rest of the term of the current Board of Directors of a) Vassilios – William Karagioules, father’s name Georgios, civil engineer, as a new non executive consultant and member of the Control Committee of article 37, L. 3693/2008 in replacement of the resigned consultant, non executive member and member of the said Committee, Mr Nikolaos Kambas, father’s name Ioannis; and b) Christos Arapoyannis, father’s name Dimitrios, architect engineer, as a new, non executive member, in replacement of the resigned consultant, executive member, Mr Apostolos Athanasopoulos, father’s name Nikolaos, was decided with 15.810.514 votes, that is a 100% majority of the shareholders participating in the voting.
Two (2) shareholders with 12.306 shares and votes totaly was absent from the voting, that is with a 0,08 majority.
Item 7: Granting of permission, pursuant to article 23 §1 CL .2190/1920, to the BoD members or Directors of the Company to participate in Boards of Directors or Management of Companies wishing to achieve the same or relevant objectives to the objectives of the Company
The granting of permission to the Company’s BoD members as well as to the persons that shall perhaps enter the Company’s Management as BoD members during the term of the Board of Directors and also to the Company’s Directors that may be recommended by the Board of Directors to participate in Boards of Directors or Management of Companies whose Company or the companies of its Group apply business activity, either already established or to be established in order to serve the business activity of the Company and its Group and in any case serving their financial interests and wish to achieve the same or similar objective was decided with 15.810.514 votes, that is with a 100% majority of the shareholders participating in the voting.
Two (2) shareholders with 12.306 shares and votes totaly was absent from the voting, that is with a 0,08 majority.
Amaroussio, Attica, 23 June 2010
The Board of Directors
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