Resolutions of the Annual General Shareholders’ Meeting of 23.04.2024

SARANTIS S.A. (the “Company”) announces that the Annual General Meeting of Shareholders took place on Tuesday, 23^rd of April 2024, at 16.00, at the Company’s registered offices. During the said Meeting, 189 shareholders were either present or legally represented, with a total of 59,550,806 common registered shares and voting rights, corresponding to 91.76% of the company’s share capital (excluding the Company’s own shares). As a result, the General Meeting had the required by the law quorum and majority to resolve on the items of the agenda.

The Annual General Meeting of Shareholders resolved as follows:

Item 1: Submission and Approval of the Annual Financial Statements, including the consolidated annual financial statements, with the reports of the Board of Directors and the Certified Auditor, of the fiscal year 01/01/2023 – 31/12/2023. Approval of the distribution of the results of the fiscal year 01/01/2023 – 31/12/2023, payment of dividend and fees from the profits of the fiscal year.

Approved the Company’s annual financial statements (including the consolidated financial statements) for the year 2023 (01.01.2022-31.12.2022), including the Report of the Board of Directors and the Certified Auditor’s Report, as approved by the Board of Directors on 11.03.2024 and posted on the Company's website on 11.03.2024.

In addition, it approved the Income statement for the year 2023, which is as follows:

It also approved to record the amount of € 918,015.31 in the Ordinary Reserve and following to this, it approved the distribution of a dividend of € 0.2243810571946866 per share, for a total amount of € 15,000,000.00. This amount is subject to 5% withholding tax (in accordance with the provisions of Article 40, par. 1 of Law 4172/2013, as in force). The distributable amounts corresponding to the own shares will be added to the distributable amounts of the other shareholders. The cut-off date is Thursday, 2 May 2024, the record date is Wednesday, 8 May 2024, while the dividend payment process to shareholders will commence on Monday, 13 May 2024.

Finally, the Annual General Meeting of Shareholders authorised the Board of Directors to determine the remaining details and to take any action necessary for the proper implementation of the above decision.

Furthermore, the Annual General Meeting of Shareholders approved the payment of a total gross amount of € 1,505,945.00 as remuneration, from the Company’s profits, in accordance with the current Remuneration Policy for the use of 2023, and the Articles of Association to the following members of the Board of Directors (BoD) and Executive Officers:

1. To the Chairman of the BoD - Executive member, Mr. Grigoris Sarantis, the amount of € 300,000.00
2. To the Vice-Chairman of the BoD - Non-Executive Member, Mr. Konstantinos Rozakeas, the amount of € 81,000.00
3. To the CEO - Executive Member, Mr. Kiriakos Sarantis, the amount of € 300,000.00
4. To the Deputy CEO - Executive Member, Mr. Ioannis Bouras, the amount of € 234,200.00
5. To the Executive Member of the BoD, Mr. Christos Varsos, the amount of € 44,900.00
6. To the Executive Member of the BoD, Mr. Evangelos Siarlis, the amount of € 105,800.00
7. To the Independent Non-Executive Member of the BoD, Mr. Michalis Imellos, the amount of € 66,750.00
8. To the Independent Non-Executive Member of the BoD, Mrs. Maria-Ioanna Politopoulou, the amount of € 48,750.00
9. To the Independent Non-Executive Member of the BoD, Mrs. Aggeliki Samara, the amount of € 51,000.00
10. To the former Independent Non-Executive Member of the BoD, Mrs. Eirini Nikiforaki, the amount of € 6,000.00
11. The Group Legal Counsel, Mr. Konstantinos Stamatiou, the amount of € 37,690.00
12. To the Group Chief Supply Chain Officer, Mr. Nikolaos Bazigos, the amount of € 133,700.00
13. To the Group Chief Marketing Officer, Mr. Lakis Vassiliadis, the amount of € 70,555.00
14. To the General Manager in Greece, Mr. Christoforos Stamoulakatos, the amount of € 25,600.00

Valid votes: 59,550,806                     

Abstain: 9,793 (0.02%)          

Invalid votes: 0

FOR: 59.541.013 (99,98%)

AGAINST: 0

Item Two: Submission of the Annual Activity Report of the Audit Committee for the year 01/01/2023 – 31/12/2023.

Submitted the Annual Report of the Audit Committee for the year 2023, which is posted on the Company's website (https://www.sarantisgroup.com/investor-relations/shareholders/general-meetings/). The above report includes the actions of the Audit Committee and the issues addressed during the fiscal year 2023, as well as subsequent actions of the Audit Committee until the approval of the Annual Financial Statements from the Board of Directors. In addition, it includes a description of the Company’s policy for the sustainable development.

It is noted that the Annual Report of the Audit Committee is being submitted to the Annual General Meeting according to article 44 par. 1(i) of Law 4449/2017 as in force and is not subject to the vote of the Meeting.

Item Three: Approval of the overall management regarding the fiscal year 01/01/2023 – 31/12/2023.

Approved the overall management activity of the company for the year 2023.

Valid votes: 59,550,806                     

Abstain: 9,793 (0.02%)           

Invalid votes: 0

FOR: 59.541.013 (99,98%)

AGAINST: 0

Item Four: Discharge of the Certified Auditors from any responsibility for the audit of the fiscal year 01/01/2023 – 31/12/2023.

Discharged the certified auditors from any liability for the fiscal year 2023.

Valid votes: 59,550,806                     

Abstain: 9,793 (0.016%)        

Invalid votes: 0

FOR: 59.539.848 (99,982%)

AGAINST: 1.165 (0,002%)

Item Five: Election of a regular and alternate Certified Auditor for the regular audit of the financial statements for the year 01/01/2024 – 31/12/2024, and determination of their remuneration.

Following a relevant proposal of the Company’s Audit Committee, the General Meeting of Shareholders elected the firm of certified auditors “KPMG Auditors S.A.” as the auditor for the financial year 01.01.2024 – 31.12.2024 and in particular, Mr. Vasileios G. Kaminaris as Ordinary Certified Auditor and Mr. Dimitrios G. Tanos as alternate Certified Auditor both of them being members of the above audit firm. Additionally, the General Meeting of Shareholders determined the remuneration of the audit firm for carrying out the audit of the Company (parent company) and the provision of a tax certificate for a total of € 132,500.00 (one hundred thirty-two thousand five hundred euros) plus VAT.

Valid votes: 59,550,806                     

Abstain: 9,793 (0,02%)                

Invalid votes: 0

FOR: 56,450,200 (94,79%)

AGAINST: 3,090,813 (5,19%)

Item Six: Submission for discussion and voting of the Remuneration Report of article 112 of Law 4548/2018 for the year 01/01/2023 – 31/12/2023.

Approved the Remuneration Report of the Board of Directors for the year 2023, which was approved by the Board of Directors on 11.03.2024 and includes a comprehensive overview of the total remuneration received by the members of the Board of Directors within 2023, according to article 112 of L.4548/2018 and the Company’s Remuneration Policy. The Company’s Remuneration Report can be found in the following link: https://www.sarantisgroup.com/investor-relations/shareholders/general-meetings/.

Valid votes: 59,550,806                     

Abstain: 64,500 (0.11%)        

Invalid votes: 0

FOR: 43,816,313 (73.58%)

AGAINST: 15,669,993 (26.31%)

Item Seven: Submission of the Report of Independent Non-Executive Members of the Board of Directors in accordance with article 9(5) of Law 4706/2020.

Submitted the Report of the Independent Members of the Board of Directors for the year 2023, which is posted on the Company's website: https://www.sarantisgroup.com/investor-relations/shareholders/general-meetings/.

It is noted that the Report of the Independent Non-Executive Members of the Board of Directors is being submitted to the General Meeting according to art. 9 par. 5 of Law 4706/2020 and is not subject to the vote of the Meeting.

Item Eight: Approval of the terms for the acquisition of own shares of the Company in accordance with article 49 of Law 4548/2018, as in force (Own Shares Purchase Plan), and granting of relevant authorizations.

Approved the acquisition of the Company’s own shares, in accordance with the provisions of Article 49 of Law 4548/2018, in combination with the provisions of Regulation (EU) 596/2014 and the delegated Regulation (EU) 2016/1052.

In particular, it approved the acquisition of a maximum number of shares, which, taking into account the treasury shares acquired up to the present General Meeting, amounting to 1,980,857, will amount to, not more than 10% of the total paid-up share capital and of the total number of shares of the Company, at a minimum purchase price of €0.78 per share and a maximum purchase price of €22.00 per share for a purchase period of 24 months from the date of the decision of the General Meeting. The exclusive purpose of the proposed acquisition will be: (a) the reduction of the share capital of the Company, (b) the fulfilment of obligations arising from debt instruments that are convertible into shares, (c) the fulfilment of obligations arising from grant programs; rights to purchase shares or other grants of shares to employees or members of the Management or the supervisory bodies of the issuing Company or an associated Company. It is noted that from the date of approval of the present program for the acquisition of own shares the program for the purchase of own shares that was approved from the annual General Meeting of Shareholders held on 31/05/2022 is terminated.  In addition, it authorised the Board of Directors of the Company for the proper implementation of the above decision. 

Valid votes: 59,550,806                     

Abstain: 0                  

Invalid votes: 0

FOR: 59,539,713 (99.98%)

AGAINST: 11,093 (0.02%)

Item Nine: Amendment of Article 13 of the Company’s Articles of Association. 

Approved the amendment of article 13 of the Articles of Association through: (1) The renumbering of paragraph 5 as paragraph 6 and its wording as follows: “Minutes are being kept regarding the meetings and resolutions of the Board of Directors, that are written in special Minutes Book of the Board of Directors that may be held also in electronic form and are signed from all present Board members. Copies and extracts from the minutes are officially is-sued from the Chairman of the Board of Directors or his substitute and in case the aforementioned are not available from a member of the Board or from another person that the Board will appoint with its decision. (2) The renumbering of paragraph 4 as paragraph 5 and (3)       The addition of a new paragraph that will be numbered as “3” reading as follows: “The drafting and the signing of minutes from the total of the members of the Board of Directors or their representatives is equivalent to a decision of the Board of Directors even without a meeting.  This is applicable also in the case that all the members of the Board or their representatives agree that a decision taken by majority is being issued as minutes without a meeting.  The relevant minutes are being signed by all the members of the Board and are registered in the Minutes Book.”

In addition, it authorised the Board of Directors to determine all the relative procedural matters for the implementation of the above decision.

Valid votes: 59,550,806                     

Abstain: 0                  

Invalid votes: 0

FOR: 59,550,806 (100.00%)

AGAINST: 0

Item Ten: Amendment of the Remuneration Policy of the Company.

Pursuant to a recommendation of the Remuneration and Nominations Committee, it approved the amendment of the remuneration policy for the Board of Directors and the Executive Officers of the Company through the insertion of the long term (5 year incentive plan) for the period 01.01.2024 – 31.12.2028 that is applicable to the following Management Team of the Company:

(a)        the Group Deputy Chief Executive Officer (Group Deputy CEO);

(b)        the Group Chief Financial Officer (Group CFO);

(c)        the Group Chief Human Resources Officer (Group CHRO);

(d)        the Group Chief Marketing Officer (Group CMO); and

(e)        the Group Chief Supply Chain Officer (Group CSCO).

Based on the approved plan, as KPI it is set the Group EBITDA as of 31.12.2028 and the payment of the Remuneration to the Members of the aforementioned Management Team will be made through distribution from the profits of the Company following the evaluation of the achievement of the target of the Group.

More specifically, the approved by the General Meeting amendment of the Remuneration Policy is available in the Company’s website https://www.sarantisgroup.com/investor-relations/shareholders/general-meetings/.

Valid votes: 59,550,806                     

Abstain: 0                  

Invalid votes: 0

FOR: 56,617,136 (95.07%)

AGAINST: 2,933,670 (4.93%)

Item Eleven: Announcement of the election of a new member of the Board of Directors in replacement of a resigned member according to art. 82 par. 1 of Law 4548/2018 and appointment thereof as Independent Member of the Board of Directors.

Appointed Mrs. Alexandra Edyta Gren, as Independent non-executive member of the Board of Directors following her unanimous election by the Board of Directors at its meeting held on 28.03.2024 as Independent non-executive member of the Board, replacing the resigned Independent non-executive member of the Board of Directors Mrs. Eirini Nikiforaki. The appointment of the said member will be valid for the rest of the term of the Board of Directors. 

It is noted that, according to the provisions of art. 18 par. 1 of Law 4706/2020, the Curriculum Vitae of Mrs. Aleksandra Edyta Gren and the information by the Board of Directors that includes the justification of her appointment and the ascertainment of the suitability criteria according to the Suitability Policy of the members of the Board of Directors and the fulfillment of the conditions set in art. 9 of Law 4706/2020 is available in the Company’s website https://www.sarantisgroup.com/investor-relations/shareholders/general-meetings/.

Valid votes: 59,550,806                     

Abstain: 0                  

Invalid votes: 0

FOR: 52,841,015 (88.73%)

AGAINST: 6,709,791 (11.27%)

Item Twelve: Announcements.

The voting breakdown for each resolution is available on the Company's website https://sarantisgroup.com/ in accordance with article 133, paragraph 2 of Law 4548/2018, as in force.

Resolutions of the Annual General Shareholders’ Meeting of 23.04.2024 (259.5KB)