Drafts of Resolutions on the items of the Agenda for the Annual General Meeting
DRAFTS OF RESOLUTIONS ON THE ITEMS OF THE AGENDA FOR THE ANNUAL GENERAL MEETING OF 29.06.2012 OF THE SHAREHOLDERS OF PAPOUTSANIS S.A
1. Submission and approval of the Consolidated Financial Statements for the fiscal year from January 1, 2011 to December 31, 2011 and of the Board of Directors and the Auditors’ report.
It is proposed to approve the consolidated financial statements, which the board of directors has already approved by virtue of its resolution of 27.03.2012, along with the reports of the board of director and the Chartered Auditors.
The financial statements and these reports are available for the shareholders at the Company's website www.papoutsanis.gr.
Since financial losses have occurred in this fiscal year there is no issue on dividend distribution.
2. Discharge the Board of Directors and the Auditors’ Company for the year starting 1st January 2011 to 31st December 2011.
The board of directors proposes the release from any responsibility of:
a. all the members of the board of directors during fiscal year 2011, i.e. of George Gatzaros, Menelaos Tassopoulos, George Minoudis, Gerasimos Bousvaros and Dimitrios Papoutsanis
b. the auditing company PRICEWATERHOUSECOOPERS and the chartered auditors (Ms. Rosemary Marino, Certified Auditor – Accountant, registration number: 17681, regular Auditor – Accountant and Mr. Kyriakos Riris, Certified Auditor - Accountant registration number: 12111, substitute Chartered Auditor – Accountant from any liability from their activity during the fiscal year 1.1.2011 to 31.12.2011.
3. Election of Auditing Company - Chartered Accountants for the audit of financial statements for the year starting 1st January 2012 to 31st December 2012 and determination of their fee.
The board of directors in line with the recommendation of the Audit Committee, proposes for the audit control of the fiscal year 2012 the auditing company «SOL Chartered Accountants Crowe Horwath», situated in Athens.
According to article 18 of Presidential Decree 226/1992, interpreted in accordance with the opinion 111/2007 of the Legal Council of the State, the above auditing company shall indicate the Certified Chartered Auditors to perform the audit. The Company is entitled merely to propose, in a non-binding way, specific Chartered Auditors, in accordance with article 18 paragraph 1 section. b of P.D. 226/1992.
In view of the above, the board of directors recommends that the Company proposes to the above auditing company Mr. Efstathios Banilas, Certified Auditor - Accountant with Chartered Auditors registration number: 16451, as the regular Certified Auditor - Accountant and Mr. Ioannis Papagiannopoulos, Certified Auditor – Accountant with registration number: 16581, as substitute Chartered Auditor - Accountant.
Finally, the board of directors proposes that the General Meeting approve as their total remuneration the amount of up to 45,000 euros, plus VAT for the fiscal year 2012.
4. Approval of the remuneration of the board members paid during the fiscal year from 1st January 2011 to 31st December 2011 and approval of remuneration of the board members for the current fiscal year from 1st January 2012 to 31st December 2012, by virtue of Article 24 of Codified Law 2190/1920.
The Board of Directors proposes that the General Meeting approves according to article 24 of codified law 2190/1920 the payment of the amount of 560,000 Euros to the members of the board of directors either from paid gross remunerations or by virtue of employment agreements and agreements for the provision of services during the fiscal year 01.01.2011 - 31.12.2011.
It is also proposed that for fiscal year 2012, the total amount of 450,000 Euros shall be paid to the members of the board of directors as fees or expenses or general remuneration.
5. Granting of permission to board members for their participation in legal entities with a similar purpose to that of the Company.
The Board of Directors proposes to the General Meeting to approve the granting of authorization to the members of the board of directors to participate in legal entities with a similar purpose to the purpose of the Company, provided that the provisions of the legislation on corporate governance, ethics and conflict of interest are complied with. This approval allows the participation in the board of directors of people with the necessary prestige and knowledge of the financial reality, however such people due to their capacities is possible that they have other obligations.
6. Various announcements.
THE BOARD OF DIRECTORS