GR. SARANTIS S.A. (the “Company”) announces that the Extraordinary General Meeting of Shareholders took place on Wednesday, 20th of December 2023, at 15.00, at the Company’s registered offices. During the said Meeting, 170 shareholders were either present or legally represented, with a total of 58,594,821 common registered shares and voting rights, corresponding to 89.28% 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 Extraordinary General Meeting of Shareholders resolved as follows:
Item 1: Election of new Board of Directors and appointment of independent non-executive members according to Article 5§2 of Law 4706/2020.
Elected the Company’s new Board of Directors, comprising of ten (10) members, and appointed four (4) out of them as Independent Non-Executive Members of the Board of Directors as follows:
- Grigorios Sarantis, Executive Director
- Kyriakos Sarantis, Executive Director
- Ioannis Bouras, Executive Director
- Christos Varsos, Executive Director
- Evangelos Siarlis, Executive Director
- Konstantinos Rozakeas, Non-Executive Director
- Michalis Imellos, Independent Non-Executive Director
- Marianna Politopoulou, Independent Non-Executive Director
- Angeliki Samara, Independent Non-Executive Director
- Eirini Nikiforaki, Independent Non-Executive Director
The aforementioned Members of the Board of Directors are elected to serve for a four-year term of office, i.e. from 20.12.2023 until 20.12.2027.
Valid votes: 58,594,821 Abstain: 0 Invalid votes: 0
FOR: 45,209,121 (77.16%)
AGAINST: 13,385,700 (22.84%)
Item Two: Determination of the type of the Audit Committee of the Company, the term of office, the number and the capacities of its members, in accordance with Article 44 of Law 4449/2017, as amended and in force.
Resolved, in accordance with Article 44 of Law 4449/2017, as amended and in force,
that:
- a) the Audit Committee will be a Committee of the Board of Directors, consisting of three non-executive members of the Board of Directors, which in their majority (i.e. two of the three members) are independent within the meaning of the provisions of Article 9 of Law 4706/2020, whose term of office will coincide with the term of office of the Board of Directors, i.e. it shall be for four years and
- b) the Board of Directors itself will appoint from among its members the members of the Audit Committee, in accordance with the foregoing and having taken into consideration the relevant recommendation of the Remuneration and Nominations Committee.
Valid votes: 58,594,821 Abstain: 0 Invalid votes: 0
FOR: 56,171,860 (95.86%)
AGAINST: 2,422,961 (4.14%)
Item Three: Establishment of a Long-Term Incentive Plan - Performance Stock Awards ("LTI") addressed to executive members of the BoD, as well as executives of the Company and its affiliated companies within the meaning of Article 32 of Law 4308/2014, in accordance with the provisions of Article 114 of Law 4548/2018 (stock awards). Provision of relevant authorisations to the Board of Directors.
Approved the establishment of a Long-Term Incentive Plan - Performance Stock Awards ("LTI"), in accordance with the provisions of Article 114 of Law 4548/2018 (stock awards), addressed to executive members of the Board of Directors, as well as executives of the Company and its affiliated companies within the meaning of Article 32 of Law 4308/2014. Furthermore, the Extraordinary General Meeting of Shareholders granted authorization to the Board of Directors to determine the beneficiaries or categories of beneficiaries of these free ordinary registered shares with voting rights, as well as to determine any other terms of the LTI, in accordance with Article 114 of Law 4548/2018, and in particular the terms relating to employees leaving the plan, in accordance with its Remuneration Policy, so that all beneficiaries are treated in the same way. In addition, the Extraordinary General Meeting of Shareholders granted authorization to the Board of Directors to proceed to the implementation of this resolution at its discretion at the appropriate time and manner on the basis of the above conditions, appointing proxies of its choice for the signing of any document, and manage all procedural details related to that resolution.
Valid votes: 58,594,821 Abstain: 64,500 (0.11%) Invalid votes: 0
FOR: 55,001,436 (93.87%)
AGAINST: 3,528,885 (6.02%)
Item Four: Approval of the Remuneration Policy in accordance with Articles 110-111 of Law 4548/2018.
Approved the new Remuneration Policy, as it was proposed by the Board of Directors after taking into account the relevant proposal of the Remuneration and Nominations Committee, for the members of the Company’s Board of Directors and the Executives, as defined in Article 110 par. 1 case b of Law 4548/2018 and in the Remuneration Policy. The new Remuneration Policy will be valid for four years, has been prepared in accordance with Articles 110-111 of Law 4548/2018 and is available at the company’s website https://sarantisgroup.com/.
Valid votes: 58,594,821 Abstain: 0 Invalid votes: 0
FOR: 53,655,124 (91.57%)
AGAINST: 4,939,697 (8.43%)
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 Extraordinary General Meeting of Shareholders of the 20th of December 2023
(227.6KB)
Contact
SARANTIS Group
26, Amaroussiou - Halandriou Street
151 25 Maroussi, Athens, Greece
Tel: +30 210 6173000
Fax: +30 210 6197081
e-mail: group-info@sarantisgroup.com
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