Resolutions of the Extraordinary General Shareholders’ Meeting

On February 24th 2021, Wednesday and at 14:00 p.m., the Extraordinary General Shareholders’ Meeting of “GR. SARANTIS S.A.” took place and was conducted entirely through a teleconference procedure due to the current extraordinary circumstances and in line with precaution measures aiming to prevent the spread of the COVID-19. During the General Meeting, 119shareholders representing 55,175,076 shares were present, corresponding to 82.30% of the company’s share capital (excluding the Company’s own shares). As a result, the company had the required by the law quorum and majority to make decisions on the daily agenda issues.

Specifically, the above Meeting:

• Decided the amendment of par.1 of article 21 of the Company’s articles of association, in order to enable the electronic notification, for instance through an email or equivalent means, of the appointment, revocation or replacement of a shareholder's proxy or representative.

The voting was as follows:

Positive votes: 55,175,076, i.e. 100% of the present votes.

Negative votes: 0

Abstain: 0

• Decided the amendment of article 25 of the Company’s articles of association, adding a third paragraph regarding the possibility for remuneration to members of the board of directors and company’s executives, linked to the fiscal year’s profits.

The voting was as follows:

Positive votes: : 49,809,077, i.e. 90.27% of the present votes..

Negative votes: 5,365,999, i.e. 9.73%of the present votes.

Abstain: 0. 

• Decided the amendment of the Company’s Remuneration Policy, in accordance with article 110 of Law 4548/2018.

The revised Remuneration Policy can be found in the Company’s website:

https://ir.sarantis.gr/en/general-meetings/of-sarantis-group

The voting was as follows:

Positive votes: 34,743,976, i.e. 62.97% of the present votes.

Negative votes: 20,363,400, i.e. 36.91%of the present votes.

Abstain: 67,700, i.e. 0.12% of the present votes.

• Decided the free offer of the Company’s own shares to the Company’s personnel, according to the provisions of article 114 of L.4548/2018, for reward, attraction and maintenance purposes of competent executives from the market (e.g sign-on bonus, target bonus etc).

This is considered as a voluntary benefit that is paid at the Company’s discretion reserving its right to revoke, amend or abolish it at any time, while the exercise of the revocation right of the Company does not affect any vested rights.

The aforementioned benefit is aligned with the program of free shares offer included in the amended Remuneration Policy that is approved by the General Meeting and applies to members of the board.

In any case, the Board of Directors of the Company, is granted authorization in order to determine the criteria, the beneficiaries or their categories, as well as any other term, for the implementation of this benefit.

The voting for the aforementioned resolution was as follows:

Positive votes: 41,879,130, i.e. 75.90% of the present votes.

Negative votes: 13,228,246, i.e. 23.98% of the present votes.

Abstain: 67,700, i.e. 0.12% of the present votes.

• Decided the amendment of the Company’s current stock option plan with the addition of seven (7) additional series, in particular series 60th to 66th, with expiration dates every six months starting from June 15th 2022 until June 15th 2025.

It is noted that the duration of the program expires on the June 30th 2025.

Upon exercise, the stock purchase price, is proposed at 2.00 € (two euros) or the equivalent value that will result from a revaluation of the share’s value, in the time period following the day that the Board of Directors will offer by its decision the relevant rights, due to cut of embedded rights (e.g. dividend distribution, capital increase, share split etc). If at the time of the exercise the nominal value of the share exceeds the amount of 2,00 € (two euros), then the nominal value of the share is defined as the stock purchase price.

The voting was as follows:

Positive votes: 34,929,474, i.e. 63.31% of the present votes.

Negative votes: 20,177,902, i.e. 36.57% of the present votes.

Abstain: 67,700, i.e. 0.12% of the present votes.

Resolutions of the Extraordinary General Shareholders’ Meeting (134.4KB)