Resolutions of the Ordinary Annual General Meeting 2023

GENERAL MEETINGS
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The Ordinary General Meeting of the Shareholders, which was held on Wednesday 21.06.2023, in The Ellinikon Experience Centre, and virtually, in real time, via teleconference, was lawfully attended by 157 shareholders representing 129,434,608 common registered shares of a total of 174,291,380 common registered shares and there was a 74.26% quorum of the Company’s paid-up share capital.

The Meeting discussed and took decisions on all items of the agenda, as follows:

1. Submission and approval of the corporate and integrated Financial Statements of the Company pertaining to the fiscal year of 2022 (from 01.01.2022 to 31.12.2022), together with the relevant Reports of the Board of Directors and the Certified Auditors.

The financial statements for the fiscal year starting on 1 January 2022 and ending on 31 December 2022, as well as of the relevant Reports of the Board of Directors and the Certified Auditors, as the above were approved by the Board of Directors at its meeting on 02.05.2023, were approved.

 

Shares

Percentage

FOR

129,413,174

99.98%

AGAINST

0

0.00%

ABSTAIN

21,434

0.02%

 

2. Approval of the overall management of the Company in accordance with article 108 of Law 4548/2018, as in force, and exemption of the Company’s Certified Auditors from any liability for compensation for the year 2022.

the overall management by each member of the Company’s Board of Directors individually, in their respective capacity, and by all members of the Board of Directors collectively, in accordance with article 108 of Law 4548/2018, as in force, for the fiscal year ending on 31.12.2022, as well as the discharge of the Certified Auditors “PricewaterhouseCoopers Auditing Company S.A.” from all liability for compensation for the year 2022, has been approved.

 

Shares

Percentage

FOR

128,577,051

99.34%

AGAINST

826,299

0.64%

ABSTAIN

31,258

0.02%

 

3. Appointment of Certified Auditors / Auditing Company to audit the financial statements of the Company for the fiscal year of 2023 (from 01.01.2023 to 31.12.2023) and issuance of the annual tax certificate.

Τhe auditing Company under the corporate name "PricewaterhouseCoopers Auditing Company S.A.", members of which are registered members of the Institute of Certified Public Accountants, was appointed to undertake the audit of the financial statements for the fiscal year of 2023 (01.01.202 through 31.12.202), as well as the issuance of the annual tax certificate and its compensation for the fiscal year 2023, which will amount to €212,500 (plus VAT) for the individual and consolidated statements of the parent company and to the amount of €975,350 (plus VAT) for the Group, was approved.

 

Shares

Percentage

FOR

129,398,156

99.97%

AGAINST

36,452

0.03%

ABSTAIN

0

0.00%

 

4. Approval of the payment of fees and compensation to the members of the Board of Directors and its Committees for the fiscal year of 2022 (from 01.01.2022 to 31.12.2022).

It has been approved by the General Meeting the compensation paid to its BoD members for their participation in its meetings during the fiscal year from 1 January 2022 through 31 December 2022, as well as the compensation paid to all executive members of the Board of Directors, for services rendered to the Company within the same financial year, which were preapproved by the General Meeting dated 22.06.2022.
It is noted that the aforementioned remuneration is n accordance with the Remuneration Policy of the Company, as currently in force, as well as the provisions of the revised remuneration policy of the Company, in accordance with article 110 par. 2 of Law 4548/2018, which has been approved by the shareholders in this General Meeting, as per the more detailed provisions of Item 5 below.

 

Shares

Percentage

FOR

124,553,004

96.23%

AGAINST

4,668,304

3.61%

ABSTAIN

213,300

0.16%

 

5. Approval of the revised Remuneration Policy of the Company in accordance with article 110 par. 2 of Law 4548/2018.

The General Meeting approved the revised Remuneration Policy of the Company, as such revision was approved by the Board of Directors at its meeting on 31.05.2023.

 

Shares

Percentage

FOR

118,037,710

91.19%

AGAINST

11,183,598

8.64%

ABSTAIN

213,300

0.16%

 

6. Submission of the remuneration report of article 112 Law 4548/2018 for voting for the fiscal year 2022.

The General Meeting approved the Remuneration Report of article 112 of Law 4548/2018, which is uploaded on the Company’s website in the following address: www.lamdadev.com.
Note that the shareholders’ vote on the Remuneration Report is of advisory nature, in accordance with article 112 par. 3 of L. 4548/2018.

 

Shares

Percentage

FOR

120,922,365