EGM Decisions 29.12.2014
Extra-Ordinary Shareholders’ General Meeting dated December 29th, 2014
The company under the name «FOLLI-FOLLIE COMMERCIAL MANUFACTURING SOCIETE ANONYME», trading as «FF GROUP» (hereinafter, the “Company”), announces that, today this Monday the 29th December 2014, at 12:00 pm, at the offices of the Company in Agios Stefanos, Attica, at the 23rd km. of Athens – Lamia National Road, the shareholders of the Company convened into a General Meeting pursuant to the announcement of the respective invitation.
In the General Meeting, there were present or represented shareholders representing 45,889,626 shares and voting rights out of a total of 66,948,210 shares (and 66,671,552 voting rights following a deduction of the Company’s own shares), namely a quorum of 68.55% was ascertained.
More specifically, the Shareholders’ Extra-Ordinary General Meeting adopted the following resolutions today:
1. The General Assembly decided that the tax free reserves of the Company arising to 8,308,448.22 Euros shall be subject to the independent taxation (i.e. special taxation entailing extinction of tax liability) at the advantageous rate of 19%, by distribution of said amount to the shareholders (0.125 Euro per share), without any further tax liability for the shareholders. Furthermore, the General Assembly authorized the Board of Directors of the Company to determine the Record Date, the cut-off date for the corresponding right, as well as the commencement date of the payment thereof. The Company, following the respective resolution of its Board of Directors as per the above, will proceed with a further announcement and will inform the investors regarding the Record Date, the cut-off date for the corresponding right and the commencement date of the payment of the above amount. 45,889,626 shares voted in favor, i.e. 100% of the total shares there represented.
2. The General Assembly re-elected the appointed by the General Meeting of the 20th June 2014 Certified Auditors of the Company, namely Messrs. Chryssoula Tsakalogianni daughter of Georgios (SOEL Reg. No. 23811) as Regular Certified Auditor and Georgios Varthalitis son of Ioannis (SOEL Reg. No. 10251) as Alternate Certified Auditor, who are today members of the audit company under the name “Baker Tilly Greece – V.N.T. Auditing S.A.” and elected the latter as audit company. 38,219,382 shares voted in favor, i.e. 83.29% of the total shares there represented. 6,796,717 shares voted against, i.e. 14.81% of the total shares there respresented. 873,527 shares abstained, i.e. 1.9% of the total shares there represented.
3. The General Assembly approved the provision of a guarantee for the financing of the subsidiary of the Company in Romania (FF Group Romania) up to the amount of 5,500,000 Euros and approved, in general, any guarantees and facilities in favor of subsidiary companies of the Group according to article 42 e par. 5 of cl 2190/1920, which may be required in the future, including the participation to share capital increases that may be realized by these subsidiaries. Finally, the Board of Directors was authorized to materialize the above. 45,828,205 shares voted in favor, i.e. 99.87% of the total shares there represented. 61,421 shares voted against, i.e. a percentage of 0.13% of the total shares there represented.
4. The General Assembly approved the amendment of Article 13 of the Company’s Articles of Association, in order for the representation of the Company before penal courts to be included to the powers of the Chief Executive Officer. 45,889,626 shares voted in favor, i.e. 100% of the total shares there represented.
Athens, 29.12.2014
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The company under the name «FOLLI-FOLLIE COMMERCIAL MANUFACTURING SOCIETE ANONYME», trading as «FF GROUP» (hereinafter, the “Company”), announces that, today this Monday the 29th December 2014, at 12:00 pm, at the offices of the Company in Agios Stefanos, Attica, at the 23rd km. of Athens – Lamia National Road, the shareholders of the Company convened into a General Meeting pursuant to the announcement of the respective invitation.
In the General Meeting, there were present or represented shareholders representing 45,889,626 shares and voting rights out of a total of 66,948,210 shares (and 66,671,552 voting rights following a deduction of the Company’s own shares), namely a quorum of 68.55% was ascertained.
More specifically, the Shareholders’ Extra-Ordinary General Meeting adopted the following resolutions today:
1. The General Assembly decided that the tax free reserves of the Company arising to 8,308,448.22 Euros shall be subject to the independent taxation (i.e. special taxation entailing extinction of tax liability) at the advantageous rate of 19%, by distribution of said amount to the shareholders (0.125 Euro per share), without any further tax liability for the shareholders. Furthermore, the General Assembly authorized the Board of Directors of the Company to determine the Record Date, the cut-off date for the corresponding right, as well as the commencement date of the payment thereof. The Company, following the respective resolution of its Board of Directors as per the above, will proceed with a further announcement and will inform the investors regarding the Record Date, the cut-off date for the corresponding right and the commencement date of the payment of the above amount. 45,889,626 shares voted in favor, i.e. 100% of the total shares there represented.
2. The General Assembly re-elected the appointed by the General Meeting of the 20th June 2014 Certified Auditors of the Company, namely Messrs. Chryssoula Tsakalogianni daughter of Georgios (SOEL Reg. No. 23811) as Regular Certified Auditor and Georgios Varthalitis son of Ioannis (SOEL Reg. No. 10251) as Alternate Certified Auditor, who are today members of the audit company under the name “Baker Tilly Greece – V.N.T. Auditing S.A.” and elected the latter as audit company. 38,219,382 shares voted in favor, i.e. 83.29% of the total shares there represented. 6,796,717 shares voted against, i.e. 14.81% of the total shares there respresented. 873,527 shares abstained, i.e. 1.9% of the total shares there represented.
3. The General Assembly approved the provision of a guarantee for the financing of the subsidiary of the Company in Romania (FF Group Romania) up to the amount of 5,500,000 Euros and approved, in general, any guarantees and facilities in favor of subsidiary companies of the Group according to article 42 e par. 5 of cl 2190/1920, which may be required in the future, including the participation to share capital increases that may be realized by these subsidiaries. Finally, the Board of Directors was authorized to materialize the above. 45,828,205 shares voted in favor, i.e. 99.87% of the total shares there represented. 61,421 shares voted against, i.e. a percentage of 0.13% of the total shares there represented.
4. The General Assembly approved the amendment of Article 13 of the Company’s Articles of Association, in order for the representation of the Company before penal courts to be included to the powers of the Chief Executive Officer. 45,889,626 shares voted in favor, i.e. 100% of the total shares there represented.
Athens, 29.12.2014
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