Resolutions of the Ordinary General Shareholders’ Meeting

On May 20^th 2021, Thursday and at 18:00 p.m., the Ordinary 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, 137 shareholders representing 55,233,548 shares were present, corresponding to 82.5% 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:

1. Approved the annual financial statements of the Company (including the consolidated financial statements) for the year 2020 (01.01.2020-31.12.2020), including the Board of Directors Management Report and the Certified Auditor’s Report, as these have been approved by the Board of Directors on 08.04.2021 and published on the Company's website on 08.04.2021.

 In addition, it approved the Income statement for the year 2020, which is as follows:

Also, it approved the registration of an amount of € 914,339.15 in the Ordinary Reserve and the payment of a total gross amount of €1,298,000.00 as remuneration from the Company’s’ profits’ distribution, in accordance with the applicable Remuneration Policy (term 2.1.1. v) to the following members of the Board of Directors:

(a) To the Chairman of the BoD, Mr. Grigoris Sarantis, an amount of €331,000.00,

(b To the Vice-Chairman of the BoD and Managing Director, Mr. Kyriakos Sarantis, an amount of €437,000.00,

(c) To the executive member of the BoD Mr. Konstantinos Rozakeas, an amount of €490,000.00,

(d) To the non-executive member of the BoD Mrs. Aikaterini Saranti, an amount of €40.000,00.

Furthermore, it approved the distribution of a dividend of 0.21466142 euros per share, i.e. a total amount of 15 million euros. The said amount is subject to withholding tax of 5% (according to the provisions of article 40 par. 1 of law 4172/2013, as in force), if required. The amount to be distributed corresponding to the treasury shares held by the Company will increase the amount to be distributed to the other shareholders. Finally, the Board of Directors was authorized by the General Meeting in order to determine the remaining details and to take any action required for the proper implementation of the above decision.

The voting was as follows:

Positive votes: : 55,182,948, i.e. 99.91% of the present votes.

Negative votes: 50,000, i.e. 0.09% of the present votes.

Abstain: 600 

2. Submitted the Annual Report of the Audit Committee for the year 2020, 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 2020. In addition, it includes a description of the sustainability policy followed by the Company.

The voting was as follows:

Positive votes: 51,816,857, i.e. 93.81% of the present votes..

Negative votes: 3,416,091, i.e. 6.18% of the present votes.

Abstain: 600.

3. Approved the overall management of the company for the year 2020.

The voting was as follows:

Positive votes: 55,232,948, i.e. 100.00% of the present votes.

Negative votes: 0.

Abstain: 600. 

4. Discharged the certified auditors from any liability for compensation for the activities of the year 2020.

 The voting for the aforementioned resolution was as follows:

Positive votes: 55,230,979, i.e. 100.00% of the present votes.

Negative votes: 1,969.

Abstain: 600.

5. Following a relevant proposal of the Audit Committee of the Company, elected the audit firm “BDO CERTIFIED PUBLIC ACCOUNTANT S.A.” as the auditor for the financial year 01.01.2021 – 31.12.2021 and in particular, Mr. Christophoros I. Ahiniotis as regular Certified Auditor and Mr. Thanasis M. Loukas as alternate Certified Auditor, and approved the auditing company's fee as the minimum fee defined by law plus VAT.

The voting was as follows:

Positive votes: 41,654,676, i.e. 75.42% of the present votes.

Negative votes: 13,112,590, i.e. 23.74% of the present votes.

Abstain: 466,282, i.e. 0.84% of the present votes.

6. Approved the Remuneration Report of the Board of Directors for the year 2020, which was approved by the Board of Directors on 21/04/2021 and includes a comprehensive overview of all remuneration received by the members of the Board of Directors within 2020, according to article 112 of L.4548/2018 and the Company’s Remuneration Policy approved by the General Shareholders’ Meeting dated June 18th 2019. The Company’s Remuneration Report can be found in the following link: https://www.sarantisgroup.com/investor-relations/shareholders/general-meetings/.

The voting was as follows:

Positive votes: 33,708,788, i.e. 61.03% of the present votes.

Negative votes: 21,448,760, , i.e. 38.83% of the present votes.

Abstain: 76,000, i.e. 0.14% of the present votes.

7. Approved 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://www.sarantisgroup.com/investor-relations/shareholders/general-meetings/ .

The voting was as follows:

Positive votes: 33,708,788, i.e. 61.03% of the present votes.

Negative votes: 21,448,760, , i.e. 38.83% of the present votes.

Abstain: 76,000, i.e. 0.14% of the present votes.

8. Approved the increase of the number of the members of the Company’s board of directors from 11 to 15, in accordance with the provisions of the corporate governance law, and subsequently approved the amendment of par.1 of article 8 of the Company’s Articles of Association, as follows:

“1. The Board of Directors of the Company consists of three (3) to fifteen (15) members. The exact number of members is determined by the General Meeting which may elect up to three (3) alternate members. A legal entity can be appointed as member of the Board of Directors. In this case the legal entity is obliged to appoint a natural person for the exercise of the powers of the legal entity as a member of the Board of Directors ".

The voting was as follows:

Positive votes: 55,200,979, i.e. 99.94% of the present votes.

Negative votes: 31,969, i.e. 0.06% of the present votes.

Abstain: 600.

9. Elected a new eleven-member Board of Directors, with a five-year term, automatically extended until the end of the term, within which period the next regular general meeting must convene after the end of its term and until the relevant decision is taken, and it is not possible to exceed six years.

The new Board of Directors consists of the following members:

Grigoris P. Sarantis

Kyriakos P. Sarantis

Aikaterini P. Saranti

Konstantinos P. Rozakeas

Konstantinos F. Stamatiou

Ioannis K. Bouras

Georgios P. Kostianis

Christos I. Oikonomou

Nikolaos P. Nomikos

Dimitrios P. Reppas

Irene M. Nikiforaki

The members that were appointed as independent and non-executive members of the Board of Directors of the Company are: Messrs. Christos I. Oikonomou, Nikolaos P. Nomikos, Dimitrios P. Reppas and Irene M. Nikiforaki, according to the provisions of law 3016/2002, as well as law 4706/2020.

The voting was as follows:

Positive votes: 44,909,451, i.e. 81.31% of the present votes.

Negative votes: 10,323,497, i.e. 18.69% of the present votes.

Abstain: 600. 

10. Elected a new Audit Committee, in accordance with the provisions of article 44 of law 4449/2017, as in force. In particular, it elected a three-member Audit Committee, which will be an independent committee and will consist of two independent non-executive members of the Board of Directors and a third person, with a term until the Ordinary General Meeting to be convened in 2022. The third person who was approved is Mr. Ioannis M. Arkoulis, a Certified Public Accountant who meets the independence requirements set out by the provisions of article 44 of Law 4449/2017. Finally, the Board of Directors was authorized to select the other members of the Audit Committee from its members that meet the requirements of the Law.

The voting was as follows:

Positive votes: 33,784,978, , i.e. 61.17% of the present votes.

Negative votes: 19,147,389, i.e. 34.67% of the present votes.

Abstain: 2,301,181, i.e. 4.17% of the present votes.

Resolutions of the Ordinary General Shareholders’ Meeting (158.3KB)