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DECISIONS OF THE ANNUAL GENERAL MEETING 07.07.2020

07.07.2020

The company “XENODOCHIAKAI- TOURISTIKAI- OIKODOMIKAI & LATOMIKAI EPICHIRISSIS O KEKROPS S.A.” informs the investors that on Tuesday, July 7, 2020 at 10:00 a.m., the Annual General Meeting of shareholders of the Company was held at the headquarters of the Company, in P. Psychiko, Athens, Dafnis 6 str.

Shareholders representing 14.270.295 common registered shares and voting rights, i.e. 72,06 % of the total 19.804.134 total common registered shares participated.

All decisions on the issues on the agenda were taken upon legitimate voting by unanimity and the near total of the votes of shareholders. All votes on the abovementioned decisions were valid.

The General Meeting discussed and took the following decisions on the items of the agenda:

 

Item 1 : Submission for approval of the Annual Financial Report for the fiscal year 01.01.2019 to 31.12.2019, prepared according to the International Financial Reporting Standards (IFRS) and approved by the relevant Board of Directors’ and the Certified Accountant Auditor’s Reports.

The General Meeting approved, the BoD’s above proposal and the annual financial statements of the fiscal year 1.1.2019-31.12.2019, the Certified Accountant Auditor’s Reports, as well as the Board of Directors Report, that have been approved by the Board of Directors (meeting 10.06.2020).

Item 2 : Approval of the overall management of the Board of Directors for fiscal year 01.01.2019 – 31.12.2019 in accordance with article 108 of Law 4548/2018 and discharge of the Certified Accountant Auditor from any related liability for damages.

The General Meeting approved the overall management by the Board of Directors for fiscal year 01.01.2019 – 31.12.2019 in accordance with article 108 of Law 4548/2018 and discharged the Certified Accountant Auditor from any liability for damages for the above fiscal year in accordance with par. 1, case c) of article 117 of Law 4548/2018.

Item 3 Appointment of the regular and substitute Certified Accountant Auditor for the audit of the company for the fiscal year 01.01.2020 to 31.12.2020 and pre-approval of their fees.

 The General Meeting approved the Certified Auditing Accounting company “HLB Hellas SA” (AM ELTE/SOEL: 30/161) in Halandri, 184 Kifissias Avenue, (VAT NUMBER 800379204 and Tax Office FAE ATHINON), for the annual audit of the financial statements of the Company for fiscal year 2020. The fees of the above auditing company was defined in accordance with the submitted financial offer, which has been approved by the Audit Committee.

Item 4 : Approval of the compensation paid to the General Manager of the Company for the fiscal year 01.01.2019 – 31.12.2019

The General Meeting approved the compensation paid to the Member of the Board, Mr. Ioannis Schoinas concerning the provision of services as General Manager, under the contract and in relation to the decision of the General Meeting dated 23.07.2019, which amounted to EUR 48,000.00 plus VAT.

Item 5: Pre-Approval of the compensation paid for the fiscal year 2020 (01.01.2020 – 31.12.2020).

The General Meeting pre-approved the compensation paid to the Member of the Board, Mr. Ioannis Schoinas concerning the provision of services as General Manager for the current fiscal year (01.01.2020 – 31.12.2020) which amounts to EUR 72,000.00 plus VAT.

The Board reserves its rights for the establishment of the company pay policy. Until then the aforesaid pay policies will continue to be paid with the hitherto existing practices of the company.

Item 6: Permission to the members of the Board of Directors of the Company as well as to the executives of the Company, to participate in the BoD or in the management of affiliated companies, according to art. 32 of L. 4308/2014, and according to article 98 par.1 of L. 4548/2018 and to act under the Company’s purpose.

 

The General Meeting approved the participation of the member of the Board of Directors of the Company as well of executives of the Company, to the BoD or in the management of affiliated companies according to art. 32 of L. 4308/2014, and according to article 98 par.1 of L. 4548/2018 and to act under the Company’s purpose.

Item 7: Approval of the ratification of the Shareholders’ Annual General Meeting decision of 24.05.2017 on the partial change in the use of funds that have been raised from the Company’s share capital increase.

 

The General Meeting approved according to the Board of Directors decision (Meeting 31.10.2019) the partial amendment in the use of funds that have been raised from the Company’s share capital increase, according to the table below:

* Prepaid amounts of shareholder before the approval of the Informative Bulletin from Hellenic Capital Market Commission.

 

Detail:

From the total amount of € 287 thous., intended for appropriation in category “Repayment of Borrowings” until 31.12.2019, the amount of € 230 thous. was finally allocated and a total amount of € 57 thous. remained unallocated and was decided to be allocated under the same category until 30.04.2020.

 

On 30.04.2020 the funds that have been raised from the Company’s share capital increase were completely allocated in accordance with the General Meeting decision dated 24.05.2017.

 

 

Item 8: Miscellaneous Items and Announcements

No further Announcement.

 

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