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Resolutions of the ordinary general shareholders’ meeting

4 MAY 2017

On May 3rd 2017, Wednesday and at 14:00 p.m., the Ordinary General Shareholders’ Meeting of “GR. SARANTIS S.A.” took place at the company’s registered offices. During the General Meeting, 63 shareholders representing 30,385,896 shares were present, corresponding to a 87.36% 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:

1. Approved the Annual Company and Consolidated Financial Statements for the fiscal year 01/01/2016 - 31/12/2016, as well as the Management (Board of Directors) Report and Auditors Reports, as these were uploaded in the company’s website and are included in the 2016 Annual Financial Report.
Moreover, approved the distribution of dividend of € 0.1750 per share to the Company’s shareholders eligible for dividend payment. The payment will be realized on May 16th 2017.

The voting was as follows:
Positive votes: 30,385,896, i.e. 87.36% of the total shares and voting rights and 100% of the present votes.
Negative votes: 0.
Abstain: 0.

2. Released the Board members and the Certified Auditor from any liability for indemnity regarding the financial statements and the management of the aforementioned financial year.

The voting was as follows:
Positive votes: 28,509,694, i.e. 81.97% of the total shares and voting rights and 93.83% of the present votes.
Negative votes: 1,876,202, i.e. 5.39% of the total shares and voting rights and 6.17% of the present votes.
Abstain: 0.

3. Elected the audit firm “BDO CERTIFIED PUBLIC ACCOUNTANT S.A.” as the auditor for the financial year 01.01.2017 – 31.12.2017 and approved auditing company's fee as the minimum fee defined by law plus VAT.

The voting for the aforementioned resolution was as follows:
Positive votes: 26,159,138, i.e. 75.21% of the total shares and voting rights and 86.09% of the present votes.
Negative votes: 3,107,457, i.e. 8.93% of the total shares and voting rights and 10.23% of the present votes.
Abstain: 1,119,301, i.e. 3.22% of the total shares and voting rights and 3.68% of the present votes.

4. Approved the extension of the BoD members Mr. Kyriakos Sarantis and Grigoris Sarantis contracts with the Company for the year 2017 and until the Ordinary G.M. which will take
place within the year 2018 and approved the amounts paid within the year 2016 to the above mentioned BoD members, and also approved the attendance fees paid to the BoD members Konstantinos Rozakeas and Antonios Agiostratitis.

The voting for the aforementioned resolution was as follows:
Positive votes: 22,450,338, i.e. 64.55% of the total shares and voting rights and 73.88% of the present votes.
Negative votes: 3,107,457, i.e. 8.93% of the total shares and voting rights and 10.23% of the present votes.
Abstain: 4,828,101, i.e. 13.88% of the total shares and voting rights and 15.89% of the present votes.

5. Given the current Board of Directors service would end on 30/11/2017, decided to revoke the existing Board of Directors and re-elect a new one with exactly the same composition for the period from 03/05/2017 to 30/06/2022 or until the date of the Annual General Meeting of 2022.
Consequently, the re-election of the Audit Committee, which represents a committee of the BoD, is also decided, having exactly the same composition: Dimitris Eftsathiou (President of the Audit Committee), Ekaterini Saranti (Member of the Audit Committee) and Christos Economou (Member of the Audit Committee).

The voting for the aforementioned resolution was as follows:
Positive votes: 22,450,338, i.e. 64.55% of the total shares and voting rights and 73.88% of the present votes.
Negative votes: 3,107,457, i.e. 8.93% of the total shares and voting rights and 10.23% of the present votes.
Abstain: 4,828,101, i.e. 13.88% of the total shares and voting rights and 15.89% of the present votes.

6. Approved the amendment of the stock option plan and in particular the issuance of 10 (ten) additional series of stock options referring to the purchase of shares with expiration dates every six months starting from June 15th 2017 until December 15th 2021. The strike price per share is set at two euros (2 euros) or the nominal value if at the time of the exercise it exceeds 2 euros.

The voting for the aforementioned resolution was as follows:
Positive votes: 22,450,338, i.e. 64.55% of the total shares and voting rights and 73.88% of the present votes.
Negative votes: 3,107,457, i.e. 8.93% of the total shares and voting rights and 10.23% of the present votes.
Abstain: 4,828,101, i.e. 13.88% of the total shares and voting rights and 15.89% of the present votes.

RESOLUTIONS OF THE ORDINARY GENERAL SHAREHOLDERS’ MEETING (265.3KB)

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