Resolutions of the Ordinary General Shareholders’ Meeting

On May 4^th 2023, Thursday and at 14:00, the Ordinary General Shareholders’ Meeting of “GR. SARANTIS S.A.” took place at the Company’s registered offices. During the General Meeting, 163 shareholders representing 53,436,098 shares were present, corresponding to 79.85% 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 2022 (01.01.2022-31.12.2022), including the Board of Directors Management Report and the Certified Auditor’s Report, as these have been approved by the Board of Directors on 27.03.2023 and published on the Company's website on 28.03.2023.

In addition, it approved the Income statement for the year 2022, which is as follows:

Also, it approved the registration of an amount of € 3,524,652 in the Ordinary Reserve and payment of a total gross amount of €1,167,390 as remuneration from the Company’s’ profits’ distribution, in accordance with the applicable Remuneration Policy (term 2.1.1. v) in the following members of the Board of Directors:

(a) To the Chairman of the BoD, Mr. Grigoris Sarantis, an amount of €319,830.

(b  To the Chief Executive Officer and executive member, Mr. Kyriakos Sarantis, an amount of €426,440.

(c) To the executive member of the BoD Mr. Konstantinos Rozakeas, an amount of €265,870.

(d) To the executive member of the BoD Mr. Ioannis Bouras, an amount of €142.480.

(ε) To the executive member of the BoD Mr. Evangelos Siarlis, an amount of €12.770.

Furthermore, it approved the distribution of a dividend of 0.1431076139 euros per share, i.e. a total amount of 10 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. The ex-dividend date is set to be May 9, 2023, the beneficiary date (Record date) is set to be May 10, 2023, while the dividend payment to the shareholders will begin on May 16, 2023. 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.

2. Submitted the Annual Report of the Audit Committee for the year 2022, 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 2022. In addition, it includes a description of the sustainability policy followed by the Company.
3. Approved the overall management of the company for the year 2022.
4. Discharged the certified auditors from any liability for compensation for the activities of the year 2022.

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 01.01.2023 – 31.12.2023 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.

6. Approved the Remuneration Report of the Board of Directors for the year 2022, which was approved by the Board of Directors on 11/04/2023 and includes a comprehensive overview of all remuneration received by the members of the Board of Directors within 2021, according to article 112 of L.4548/2018 and the Company’s Remuneration Policy. The Company’s Remuneration Report can be found in the following link: https://www.sarantisgroup.com/investor-relations/shareholders/general-meetings/.
7. Elected a new Audit Committee, in accordance with the provisions of article 44 of law 4449/2017, as in force due to the expiration of the term of office of the members of the Audit Committee who were elected by the decision of the General Meeting of Shareholders of 31.05.2022.

In particular, according to the relevant proposal of the Company’s Nomination and Remuneration Committee which is posted at the following address: https://sarantisgroup.com/investor-relations/shareholders/general-meetings/ together with the CVs of the proposed members to be elected, it was approved to elect a three-member Audit Committee with an annual term, i.e. until the General Meeting to be convened in 2024, which will be an independent committee and will consist of two non-executive members of the Board of Directors, and a third person, not a member of the Board of Directors, while the majority of the Audit Committee’s members will be independent within the context of article 9 of L.4706/2020.

Specifically, it was approved to elect as members of the Audit Committee, Mr. Christos Economou of Ioannis and Mrs. Irene Nikiforaki of Markos, independent non-executive members of the Board of Directors, and Mr. Ioannis Arkoulis of Michael, non-member of the Board of Directors and Certified Public Accountant.

It is noted that the members of the Audit Committee are independent in their majority, in the context of article 9 of L.4706/2020, have sufficient knowledge of the sector in which the Company operates and Mr. Ioannis Arkoulis, who is independent from the Company, within the context of article 9 of Law 4706/2020, has proven sufficient knowledge in audit and accounting, in accordance with the provisions of par. 1 (f) of no. 44 of Law 4449/2017. More specifically, in case of a replacement of a member of the Audit Committee as provided in article 44 par. 1 (f), a non-executive member of the Board of Directors may be designated as a member of the Audit Committee, as long as the majority of the members of the Audit Committee are independent, within the context of article 9 of Law 4706/2020.

8. Submitted the Report of the Independent Members of the Board of Directors for the year 2022, which is posted on the Company's website: https://www.sarantisgroup.com/investor-relations/shareholders/general-meetings/.

The detailed voting for each issue will be published with a newer announcement in accordance with current legislation.

Resolutions of the Ordinary General Shareholders’ Meeting (146.6KB)