PROPOSALS OF THE BOARD OF DIRECTORS FOR DECISIONS UPON ALL ISSUES OF THE AGENDA OF THE ORDINARY GENERAL ASSEMBLY OF 29th of JULY 2019
ISSUE 1st: Submission and approval of the Annual Financial Report (Company & Group) for the financial year 01.01.2018 – 31.12.2018, including the Annual Financial Statements with the relevant Reports and Statements of the Board of Directors and the Certified Auditor.
The Board of Directors recommends the approval of the Annual Financial Report of the Company and the Group for the period 1.1.2018 to 31.12.2018 and the Auditor’s report as submitted to the statutory form of publicity and posted on the website.
ISSUE 2nd: Approval of overall top management 1.1.2018 – 31.12.2018 and discharge of the Chartered Auditor from any liability for the year 2018.
It is proposed the approval of the overall top management for the year 2018 and the discharge 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 2018.
ISSUE 3rd: Election of Chartered Auditors (ordinary/deputy) for the period 1 January till 31 December 2019 and arrangement of their fees.
Following the relevant recommendation of the Audit Committee of the Company, It is proposed as auditor for the year 1.1.2019 to 31.12.2019 the auditing firm “Associated Certified Public Accountants S.A” (SOEL Reg. Number 125). The audit fee for the year 2019 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 2018.
ISSUE 4th: Approval of disposal of results.
The Company’s Board of Directors taking into account the Company’s current economic situation and its estimated future situation, proposes to the General Assembly to not distribute the dividend from the profits of the year 2018, as provided in article 161, par. 2 of Compulsory Law 4548/2018. From the amount of profits of € 170.534, an amount of € 8,600 will be transferred to the Legal Reserve and the remaining amount of € 161,934 will remain in the account Retained earnings.
ISSUE 5th: Approval of the remuneration and compensations paid to the members of the Board of Directors for year 2018 and pre-approval of the remuneration for the year 2019.
The Board of Directors proposes the approval of the fee paid for the year 2018 to the member of the Board, Mrs. Hariklia D. Theodorou for her services as Head of the Accounting Department. Furthermore, the Board of Directors recommends, the same as year 2018, payment of remuneration from January 1st, 2019 and until the Ordinary General Assembly of the year 2020, to Mrs. Hariklia Theodorou, for her services as Head of the Accounting Department. 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 2018 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 6th: Licensing, in accordance with article 98 of Law 4548/18, to the members of the Board of Directors to participate in companies pursuing the same or similar purposes.
The Board of Directors recommends the granting of authorization pursuant to Article 98 of Law 4548/18 to the members of the Board of Directors and the Company’s executives, to participate in Boards of Directors or in the management of companies inside and outside the Group.
ISSUE 7th: Election of a new member of the Audit Committee.
The Board of Directors of the Company at its meeting on April 15, 2019, approved the replacement of the resigned Eleni Sphounou of Aristides-Antonis as a member of the Audit Committee by Mrs. Iliana Tsiolis of Vassiliou, which fulfills the statutory requirements. Mrs. Tsiolis had worked in our Company as an internal Audit officer from 2011 to 2015 and therefore has sufficient knowledge of the field in which the Company operates, i.e. Shipping, and has sufficient knowledge in the auditing and accounting from her studies at the Department of Accounting of the Technological Educational Institute of Piraeus, but also from her professional activity, as an assistant accountant. The above replacement – replacing a member of the Audit Committee by the Board of Directors. is submitted for approval to the General Assembly of the Company’s shareholders and it is proposed that Mrs Tsiolis be elected by the General Assembly. as a new member of the Audit Committee.
ISSUE 8th: Election of a new Board of Directors of the Company.
The majority shareholder has proposed the following new members to the Board of Directors:
- Theofanis S. Kiriacoulis
- Spiridon S. Kiriacoulis
- Kalliopi S. Magoula
- Aggelos A. Kopitsas
- Hariklia D. Theodorou
- Nikitas K. Sotiropoulos
- Zoi D. Vasiliou
In addition, Kalliopi S. Magoula, Aggelos A. Kopitsas, Nikitas K. Sotiropoulos and Zoi D. Vasiliou have also been proposed as independent members of the Board.
The term of the above elected members of the Board of Directors it is proposed to be four years in accordance with the amended Company Statute.
ISSUE 9th: Amendment to the Company’s Articles of Association – Adaptation to the provisions of Law 4548/18.
The Board of Directors, in view of the effective date of 01.01.2019 of the new Law 4548/2018 “Reform of Societes Anonymes” and the consequent need for amendment of the Company’s Articles of Association, in order to comply with the provisions of the new law, proposes the amendment, abolition and renumbering of the Articles of Association, in accordance with the draft text of the statutes which has been posted on the Company’s website.
ISSUE 10th: Submission and approval of Company remuneration in accordance with articles 110 and 111 of Law 4548/2018.
The Board of Directors recommends to the General Meeting the approval of remuneration policy for the members of the Board of Directors, as provided by article 110 par. 2 of Law 4548/2018. The remuneration policy proposed for approval will have a four-year duration and will be applied to the remuneration of the Board of Directors in accordance with the provisions of articles 110 and 111 of Law 4548/2018. The purpose of the remuneration policy proposed is to support the Company’s business strategy to create value for its shareholders, employees, and safeguard the long-term interests of the company. The main factors of the Company’s internal and external environment that form the remuneration policy for the members of the Board of Directors are as follows:
- Strengthening the share of the markets that the Company is already active in and entering new markets.
- The percentage of free distribution of the Company’s shares.
- The existence of alternative forms of benefit to the members of the Board of Directors.
- The economic situation of the purchasing countries of the Company.
The Company assesses the above-mentioned factors on an annual basis. Taking into account the current configuration and forecasts for the future course of these variables, the Company does not pay any remuneration to the members of the Board of Directors for their participation in it. In the case of substantial changes to the conditions under which the proposed remuneration policy was drawn up and, in any case, every four (4) years, it will be submitted for approval to the General Assembly.
ISSUE 11th: Various issues and announcements.