Investor

Announcement of 02/07/2008

Astir Palace Vouliagmenis SA, in compliance with the requirements of articles 276ii and 278 par. 1 of the Athens Exchange Regulation, informs investors that the Annual General Meeting of its Shareholders was held on 30 June 2008, at 13:30 hours, at the premises of Astir Palace Vouliagmenis hotel complex, Apollonos 40, Vouliagmeni, as per its BoD Invitation dated 6 June 2008.

 

The Meeting was attended by 29 shareholders in person or by proxy, representing 33,576,543 shares and votes, out of a total of 42,600,000 shares, i.e. 78.82% of the Company’s share capital. Since there was quorum and a majority, as per legislation and the Articles of Association, all the items on the agenda were unanimously voted as follows:

 

Item 1 – Submission and approval of the annual financial statements for the financial year 2007 (1 January 2007 to 31 December 2007), as well as of the relevant reports of the Board of Directors and the Certified Auditors–Accountants.

This item was unanimously approved by the Meeting.

 

Item 2 – Discharge of the members of the Board of Directors and the Certified Auditors–Accountants from any liability for indemnity regarding the annual financial statements and management for the financial year 2007.

This item was approved by the majority of the Meeting.

 

Item 3 – Approval of the remuneration of the Board of Directors for 2007 and pre-approval of their remuneration until the AGM of 2009, with the exception of Mr. Efstratios–Georgios Arapoglou, Chairman of the Board, who does not receive any remuneration in this post.

The Meeting unanimously adopted the following resolutions:

  • Approval of the Directors’ attendance fees of € 31,250.00 in aggregate for 2007.
  • Approval of the remuneration of Mr. Polychronis Griveas, Director and Deputy CEO, for 2007.
  • Pre-approval of attendance fees for 2008 and through to the 2009 AGM. Such fees shall remain at the current level, i.e. € 460.00 gross for each member of the Board per month, with the exception of the Chairman and Board members who are also NBG executives.
  • Pre-approval of the annual remuneration of Mr. Polychronis Griveas, Director and Deputy CEO.

 

Item 4 – Election of regular and substitute Certified Auditors-Accountants for the financial year 2008 and approval of their remuneration.

 

The Meeting unanimously approved the election of Messrs Michalis Hatzipavlou and Emmanuel Peleides as regular and substitute certified auditor-accountant respectively for the year 2008 and their remuneration for the total audit was set at € 62,000.00 plus VAT.

 

Item 5 – Authorization, pursuant to art. 23, par. 1 of the Companies Act 2190/1920, of Board members or Managers to participate in the Board of Directors or in the Management of NBG Group companies pursuing similar or related business goals.

The Meeting unanimously approved this item, and also approved authorization for Board members or Managers to be in an employment relationship with similar businesses or to be general partners in such businesses.

 

Item 6 – Authorization of the Board of Directors to decide on the issue of 5-year bonds with renewal option, as per law 3156/2003, art. 1, par. 2 and law 2190/1920, art. 13, par. 1c.

This item was approved by the majority of the Meeting.

 

Item 7 – Increase in the number of members of the Board of Directors. Election of new members.
The majority of the Meeting approved the increase in the number of Board members by electing Messrs George Lanaras and Aristotelis Karytinos as independent member and member respectively, and decided to change the composition of the company’s Board of Directors, which shall henceforth be composed of 11 members.

 

Item 8 – Amendment of the Articles of Association and alignment thereof with the new provisions of the Companies Act 2190/1920 (following law 3604/2007) and of law 3601/2007, i.e.: amendment of articles 5, 6, 9, 10, 11, 12, 13, 16, 17, 21, 22, 24, 25, 26, 27, 29, 30, 33, 34 and 35; completion, cancellation, renumbering of provisions and articles and forming the Articles of Association into a single text.

The majority of the Meeting approved this item.

 

Item 9 – Share capital increase up to € 100 million through payment in cash.

The Meeting approved by majority an increase in the company’s share capital by € 99,684,000, through the issue of 21,300,000 new common registered shares, of a par value of € 3 each, through payment in cash, with preemptive right in favour of existing shareholders, at a rate of 1 new for 2 old common registered shares, at a purchase value of € 4.68 per new share. The surplus amount resulting from the difference between the offer price and the par value of the shares shall be credited to the Share Premium Account.

The proceeds shall be used:

1. to cover own participation in investments under subsidization as per law 3299/04,
2. to repay part of existing loans,
3. to complete investment projects in progress, and as working capital.

 

Item 10 – Amendment to article 1 of the company’s Articles of Association and, in particular, to the company’s name.

This item was unanimously approved by the Meeting. The spelling of the Company’s name was altered slightly in Greek, from Astir Pallas (with double l) Vouliagmenis to Astir Palas (with one l) Vouliagmenis. This alteration does not affect the Company’s name in English.

 

Item 11 – Amendment to article 2 of the company’s Articles of Association and, in particular, to the company’s registered office.

The Meeting unanimously approved the amendment to article 2 of the company’s Articles of Association and, in particular, the transfer of the company’s registered office from Santaroza 1 & Stadiou, Athens, 105 64 to Apollonos 40, Vouliagmeni 166 71, with effect as of 1 January 2009, as maintaining a branch is not deemed expedient any longer.

 

Item 12– Various announcements.

There were no other announcements.

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