On February 27th 2020, Thursday and at 14:00, the Extraordinary General Shareholders’ Meeting of “GR. SARANTIS S.A.” took place at the Company’s registered offices. During the General Meeting, 122 shareholders representing 54,654,919 shares were present, corresponding to a 78.2% of the company’s share capital. 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 discussed and decided the following:
1. Following the resignation of Mr. Nikolaos Nomikos from the Audit Committee and according to the provisions of article 44 of Law 4449/2017, the General Meeting decided the election of a new three-member Audit committee, independent of the Board of Directors, consisting of one independent third person and two independent non-executive members of the BoD, that meet the independence requirements set out by the provisions of article 4 of L. 3016/2002, with a term until the Ordinary General Shareholder Meeting to be convened in 2021 and until the decision making regarding the said matter by it.
Additionally, the General Meeting, taking into account the Opinion of the Legal Council of State no. 32/2018, according to which an active Certified Public Accountant who did not participate in the Regular Audit of a company listed in the Stock Exchange, may participate as a member in the company’s Audit Committee, as per a.44 of L. 4449/2017, provided that the conditions of articles 21-26 of this law are met, elected as member of the Audit Committee, the independent third person, Mr. Ioannis M. Arkoulis, after having confirmed that the independence requirements set out by the provisions of article 4 of L. 3016/2002, as well as the provisions of article 44 of the L.4449/2017 are met. Mr. Arkoulis is a Certified Public Accountant, member of the Certified Public Accountants and works as a Certified Public Accountant in the Audit Company I&G AUDIT.
Subsequently, the General Meeting authorized the Board of Directors to appoint the two independent non-executive members of the Board of Directors, who will occupy the remaining positions of the members of the Company's Audit Committee, in line with the above and in accordance with article 44 of the Law. 4449/2017.
In addition, the General Meeting decided that the Chairman of the Audit Committee shall be appointed by the members of the Committee.
The voting was as follows:
Positive votes: 42,763,673, i.e. 61.20% of the total shares and voting rights and 78.24% of the present votes.
Negative votes: 1,977,704, i.e. 2.83% of the total shares and voting rights and 3.62% of the present votes.
Abstain: 9,913,542, i.e. 14.19% of the total shares and voting rights and 18.14% of the present votes.
2. This item was not discussed as the Remuneration Policy, including the composition of the Remuneration Committee, will remain unchanged.
RESOLUTIONS OF THE EXTRAORDINARY GENERAL SHAREHOLDERS’ MEETING
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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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