PROPOSALS OF THE BOARD OF DIRECTORS FOR DECISIONS UPON ALL ISSUES OF THE AGENDA OF THE ORDINARY GENERAL ASSEMBLY OF 25 JUNE 2014
ISSUE 1st and 2nd : Submission and hearing of the Board of Directors and the Chartered Auditor’s reports concerning the Annual Financial Report of the period 01.01.2013 to 31.12.2013, for the company and the Group. Submission and approval of the Annual Financial Report of the period 01.01.2013 to 31.12.2013 for the company and the Group together with the report prepared by the Chartered Auditor.
The Board of Directors recommends the approval of the Annual Financial Report of the company and the Group for the period 1.1.2013 to 31.12.2013 and the Auditor’s report as submitted to the statutory form of publicity and posted on the website.
ISSUE 3rd: Discharge of the members of the Board of Directors and of the Chartered Auditor from any liability for compensation deriving from the Annual Financial Report and from the administration and management in general for the period 01.01.2013 to 31.12.2013.
It is proposed the discharge of the members of the Board of Directors and of the Chartered Auditor from any liability for compensation deriving from the Annual Financial Report and the administration and management in general of fiscal season 2013.
ISSUE 4th: Election of Chartered Auditors (ordinary/deputy) for the period 1 January till 31 December 2014 and arrangement of their fees.
The Board of Directors proposes as auditor for the year 1.1.2014 to 31.12.2014 the auditing firm “Associated Certified Public Accountants S.A” (SOEL Reg. Number 125). The audit fee for the year 2014 will be determined by decision of the Board of Directors in accordance with auditing data. It is also proposed the approval of the fee paid to the auditing firm “Associated Certified Public Accountants S.A” for auditing the financial statements for the year 2013.
ISSUE 5th: Approval of the profits distribution.
The Board of Directors proposes no dividend distribution to the shareholders and the disposal of net profits of the company equal to the amount of 117.415 € to be transferred in the account of retained earnings.
ISSUE 6th: Approval of the remuneration and expenses paid to the members of the Board of Directors and fixing of their relevant future remuneration and expenses.
The Board of Directors proposes the approval of the fee paid equal to 16.880,08 € for season 2013 in the member of the Board Mr.Alexandros Foukas for his services as an executive officer of the company and recommend the payment of remuneration to Mr. Alexandros Foukas 1.205,72 € per month, from January 1st, 2014 onwards for these services (1.205,72 € x 14 annually = 16,880, 08 €). Further, it is proposed the approval of the paid expenses to the members of the Board of Directors for travel, movement and entertainment in general as well as the use of company cars by members of the Board of Directors during fiscal season 2013 and to authorize and approve the payment of costs of travel, movement, residence, various entertainment expenses, etc. for all members of the Board of Directors, if acting on the company’s affairs, as well as the use of company cars by members of the Board of Directors during the current year.
ISSUE 7th: Election of new members to the Board of Directors.
The majority shareholder has proposed the following new members to the Board of Directors:
- Theofanis S. Kiriacoulis, businessman
- Spiridon S. Kiriacoulis, businessman
- Areti S. Kiriacoulis (spouse of Stavros Kiriacoulis), pensioner,
- Aggelos A. Kopitsas, Rear Admiral of Navy
- Hariklia D. Theodorou, accountant.
Until today Nikitas K. Sotiropoulos, as business advisor and Eleftherios P. Stakias, as investment advisor have already been proposed as independent directors of the BoD.
According to the Articles of Association it is proposed the tenure of the new Board of Directors to be five years.
ISSUE 8th: Election of an Audit Committee for the company.
The Board of Directors proposes that the members of the Audit Committee of the Company in accordance with the provisions of L. 3016/2002 (article 7 §2) and L. 3693/2008 (article 37 §1) to be consisted of the non-executive directors of the BoD Areti Kiriacoulis and Aggelos Kopitsas and the independent non-executive director Nikitas Sotiropoulos, on the condition that they will be elected at the Annual General Meeting. The capacity of the members of the Audit Committee as non-executive directors of the BoD is expected to be decided at the next meeting of the new elected Board of Directors regarding their composition.
