Announcement of Voting Results (On the Issues in the Agenda of the Ordinary General Assembly of May 29th, 2020)
In accordance with article 133 of Law 4548/2018, INTRALOT announces that the Ordinary General Assembly of Shareholders dated May 29th, 2020 was lawfully attended by 22 shareholders representing 48,658,913 common registered shares out of a total of 156,961,721 common registered shares and thus there was a 31.00% quorum.
The General Assembly discussed and took decisions on all items of the agenda, as follows:
- Submission for approval of the corporate and consolidated annual financial statements of the fiscal year 01.01.2019 to 31.12.2019 in accordance with the International Financial Reporting Standards (I.F.R.S.), after hearing the relevant Board of Directors’ Reports and the Certified Auditor's Report regarding the above mentioned fiscal year.
The corporate and consolidated annual financial statements of the fiscal year 01.01.2019 to 31.12.2019 and the relevant Board of Directors’ Reports and the Certified Auditor's Report were approved.
Number of shares for which valid votes were cast: 48,658,913 (31.00%)
Valid votes: 48,658,913
Voting and percentage of valid votes: For 48,658,913 (100.00%), Against 0, Blank/Abstention 0.
- Approval of the overall management of the Company per article 108 of Law 4548/2018, as in force, and discharge of the Board of Directors members and of the Certified Auditors from any liability for indemnification regarding Company’s management, the financial statements and the consolidated financial statements, for the fiscal period under examination (01.01.2019-31.12.2019).
The overall management of the Company for the fiscal year 2019, according to the article 108 of Law 4548/2018, as well as the discharge of the Board of Directors members and of the Certified Auditors from any liability for indemnification regarding Company’s management, the financial statements and the consolidated financial statements, for the fiscal period under examination (01.01.2019-31.12.2019), were approved.
Number of shares for which valid votes were cast: 48,658,913 (31.00%)
Valid votes: 48,658,913
Voting and percentage of valid votes: For 48,508,913 (99.69%), Against 150,000 (0.31%), Blank/Abstention 0.
- Election of regular and alternate Certified Auditors for the audit of the fiscal year 1.1.2020 to 31.12.2020 and for the issuance of the tax certificate and determination of their fees.
The election of the companies “S.O.L. S.A.” and “GRANT THORNTON” for the audit of the fiscal year 01.01.2020 – 31.12.2020 and for the issuance of the tax certificate were approved. Also, the determination of the fees of the aforementioned Auditing Companies, according to their respective offers to the Company, was approved.
Number of shares for which valid votes were cast: 48,658,913 (31.00%)
Valid votes: 48,658,913
Voting and percentage of valid votes: For 48,312,291 (99.29%), Against 196,622 (0.40%), Blank/Abstention 150,000 (0.31%).
- Announcement of election of a new Board of Directors member in replacement of a resigned member.
The election of Mr. Christos Dimitriadis as a new member of the Board of Directors during its session held on 09.03.2020 in replacement of the resigned member Mr. Dimitrios Klonis, was announced.
- Approval of the Remuneration Policy of the Company in accordance with article 110 par.2 of L. 4548/2018, as in force.
The remuneration policy of the Company with a four-year validity period, according to the specific provisions of articles 110 and 111 of L 4548/2018, was approved. The BoD also authorized to administer and implement the Remuneration Policy, always in accordance with the relevant recommendations of the Remuneration and Nomination Committee of the Company.
Number of shares for which valid votes were cast: 48,658,913 (31.00%)
Valid votes: 48,658,913
Voting and percentage of valid votes: For 47,862,376 (98.36%), Against 646,537 (1.33%), Blank/Abstention 150,000 (0.31%).
- Discussion and voting on the Renumeration Report provided in article 112 of L. 4548/2018 in relation to the fiscal year 2019.
The remuneration report for the fiscal year 2019 was discussed and approved as a consultancy.
Number of shares for which valid votes were cast: 48,658,913 (31.00%)
Valid votes: 48,658,913
Voting and percentage of valid votes: For 48,427,291 (99.52%), Against 81,622 (0.17%), Blank/Abstention 150,000 (0.31%).
- Approval of the remuneration of the Board of Directors’ members for the fiscal year 2019 according to art. 109 of Law 4548/2018, as in force (ex. art. 24 of Codified Law 2190/1920).
The remunerations of the Board of Directors’ members for the fiscal year 2019, including the fee of the President of the Audit and Compliance Committee, according to art. 109 of Law 4548/2018, as in force (ex. art. 24 of Codified Law 2190/1920), were approved.
Number of shares for which valid votes were cast: 48,658,913 (31.00%)
Valid votes: 48,658,913
Voting and percentage of valid votes: For 48,658,913 (100.00%), Against 0, Blank/Abstention 0.
- Pre-approval of the provision of compensation and remuneration to the members of the Company’s Board of Directors for the current fiscal year (from 1.1.2020 to 31.12.2020), pursuant to art. 109 of Law 4548/2018, as in force.
The provisions of compensation and remuneration to the members of the Company’s Board of Directors for the current fiscal year (from 1.1.2020 to 31.12.2020), pursuant to the approved by today’s General Assembly Remuneration Policy, were preapproved and the Board of Directors was authorized to perform the actions necessary for the implementation of the above.
Number of shares for which valid votes were cast: 48,658,913 (31.00%)
Valid votes: 48,658,913
Voting and percentage of valid votes: For 47,321,112 (97.25%), Against 1,108,116 (2.28%), Blank/Abstention 229,685 (0.47%).
- Granting authorization to both Board of Directors members and Company’s Directors to participate in the Board of Directors or in the management of other affiliated companies as those companies are defined in article 32 of Law 4308/2014 and, therefore, the conducting on behalf of the affiliated companies of acts falling within the Company’s purposes.
The authorization to the members of the Board of Directors and the Managers of the Company to participate in the Board of Directors or in the management of other affiliated companies, as those companies are defined in article 32 of Law 4308/2014, and, therefore, the authorization for conducting on behalf of the affiliated companies of acts falling within the Company’s purposes, were approved.
Number of shares for which valid votes were cast: 48,658,913 (31.00%)
Valid votes: 48,658,913
Voting and percentage of valid votes: For 48,508,913 (99.69%), Against 150,000 (0.31%), Blank/Abstention 0.
- Share buy – back pursuant to art. 49 of L. 4548/2018 with the possibility for distribution of shares to be acquired to its personnel and to the personnel of company’s affiliates (according to article 32 of L. 4308/2014) and granting of authorization to the Board of Directors of the company for the further implementation of the decision and the observation of the legal formalities.
The buy-back program with the possibility for distribution of shares to be acquired to its personnel and to the personnel of company’s affiliates (according to article 32 of L. 4308/2014) up 10% of the paid share capital, for the time period of the next 24 months with effect 29.05.2020 and until 29.05.2022 with a minimum price of Euro 0.30 and maximum of Euro 12.00, was approved. It is also approved that the own shares which will be possibly acquired to may be kept for future acquisition of shares in another company and authorization granted to the Board of Directors of the company for the further implementation of the decision and the observation of the legal formalities.
Number of shares for which valid votes were cast: 48,658,913 (31.00%)
Valid votes: 48,658,913
Voting and percentage of valid votes: For 48,427,291 (99.52%), Against 231,622 (0.48%), Blank/Abstention 0.