investor relations announcements & press releases 2017

Decisions of the annual Ordinary General Assembly
24 May 2017


Decisions of the annual Ordinary General Assembly

PLAISIO COMPUTERS S.A. (hereafter “the Company”) announces that on Tuesday May 23rd 2017 at 17:00, the annual Ordinary General Assembly took place at the Headquarters of the Company (Municipality of Elefsina, Magoula Attica, and Location Skliri - Exit 2 of the Attica Road). The Shareholders, who attended in person or by correspondent, representing 19.298.387 common shares and equal voting rights, or 87,40% of a total of 22.080.000 shares and equal voting rights of the Company.

It is noted, the rights for representation and vote of the 4.335 common shares are suspended according to article 16, paragraph 8 of the c.l. 2190/1920, as Own Shares of the Company and these shares are not calculated to the quorum.

The annual Ordinary General Assembly of the Company approved each of the following issues of the Assembly’s Agenda, according to article 10 of the law 3884/2010, which have been uploaded to the legally registered website of the Company on G.E.MI (www.plaisio.gr). 

 

Issue 1st: The stockholders unanimously approved the Financial Report of the Company and of the Group, that refers to the 28th corporate year ended on 31.12.2016 along with the Annual Financial Statements (of the Company and of the Group) of the relevant corporate year, as well as the relevant annual Reports of the Board of Directors and of the Auditors in the exact form they published and submitted to the registered website of the Company to G.E.MI.,  to the Athens Stock Exchange and the Hellenic Capital Market Commission.

Total number of shares for which valid votes were given: 19.298.387

Percentage of share capital: 87,40%

Total valid votes: 19.298.387

Votes for: 19.298.387

Votes against: 0

Abstention: 0

 

Issue 2nd: The stockholders unanimously approved the disposal of results of the year ended on 31.12.2016, as well as, the distribution of the results of the 28th corporate year of 2016 (01.01.2016-31.12.2016) and especially approved the proposition of distribution of dividend of total amount 1.103.783,25 Euro (gross amount), i.e. 0,05 Euro per share of the Company (gross amount) from which the tax of 15% will be withheld. 

It is noted the Company holds 4.335 own shares, which are excluded by the dividend payment.

Eligible to the aforementioned dividend will be the shareholders that are registered in the Dematerialized Securities System (DSS) on Wednesday May 31st 2017 (record date). 

The ex-dividend date is Tuesday May 30th 2017 according to article 5.2 of the ATHEX Rulebook.

The payment of the dividend for the year 2016 will begin on Tuesday, June 6th 2017 and will be paid according to the procedure ruled by the ATHEX Rulebook and the payment bank “Eurobank Ergasias S.A.”, according to the limitations regarding the cash withdrawals and the capital transfers which were imposed since 18.07.2015 (Government Gazette: A΄ 84/18.07.2015), as it is in force today. 

Simultaneously, the General Assembly authorized the BoD to act so that the above mentioned decision is executed regarding the distribution of dividend.

Total number of shares for which valid votes were given: 19.298.387

Percentage of share capital: 87,40%

Total valid votes: 19.298.387

Votes for: 19.298.387

Votes against: 0

Abstention: 0

 

Issue 3rd: The stockholders discharged by majority the Members of the Board of Directors and the Auditors of the Company from every liability and indemnification deriving from their activities during the 28th fiscal year ended on 31.12.2016 as well as for the Annual Financial Statements.

Total number of shares for which valid votes were given: 19.298.387

Percentage of share capital: 87,40%

Total valid votes: 19.298.387

Votes for: 19.268.387

Votes against: 30.000

Abstention: 0

Issue 4th: The stockholders approved by majority after the relevant proposal-suggestion of the Audit Committee and of the Board of Directors the election of the Auditing Company “BDO Certified Public Accountants SA” (173) and more specifically Mr. Antonios Anastasopoulos (33821) for the position of the Regular Auditor and Mr. Nikolao Tapeino (47441) for the substitute auditor for the corporate year 2017 (01.01.2017-31.12.2017) for the auditing of the annual and semi-annual financial statements of the Company. This Auditing Company will also issue the relevant tax certificate for the financial year 2017, according to article 65A, of the law 4174/2013. 

On the same time, the General Assembly by its decision empowered the Board of Directors of the Company to agree with the above-mentioned auditing company regarding with its remuneration for the auditing of the current financial year and also for issuing the relevant tax certificate. The acceptance of the quotation will be returned to the chosen auditing company within 5 days from its approval.

Total number of shares for which valid votes were given: 19.298.387

Percentage of share capital: 87,40%

Total valid votes: 19.298.387

Votes for: 19.268.387

Votes against: 30.000

Abstention: 0



Issue 5th: The stockholders approved by majority the remunerations of the members of the Board of Directors of the Company for their services in 2016 (01.01.2016-31.12.2016), and determined and preapproved their remunerations for the current fiscal year 2017 (01.01.2017-31.12.2017) until the next annual Ordinary General Assembly.

Total number of shares for which valid votes were given: 19.298.387

Percentage of share capital: 87,40%

Total valid votes: 19.298.387

Votes for: 19.268.387

Votes against: 0

Abstention: 30.000


Issue 6th: The stockholders unanimously granted the consent regarding the participation of the members of the BoD in Board of Directors or the management of affiliated companies or subsidiaries of the Group that have similar objectives to the ones of the Company according to article 23, par. 1 of the law 2190/1920.

Total number of shares for which valid votes were given: 19.298.387

Percentage of share capital: 87,40%

Total valid votes: 19.298.387

Votes for: 19.298.387

Votes against: 0

Abstention: 0


Issue 7th: The stockholders unanimously approved the share capital decrease of the Company by the amount of 1.430,55 euro which will take place with the decrease of the total number of Company’s shares from 22.080.000 to 22.075.665 common ordinary shares due to the deletion of the total own shares (4.334) of the Company, according to article 16 of the c.l. 2190/1920, obtained through the share buyback programme approved in the Extraordinary General of Assembly  of 16th December 2014.

Simultaneously, with the above mentioned decision, unanimously approved the amendment of article 5 of the Memorandum of the Company regarding the share capital as it was announced in draft form by the Company (according to article 27 par. 3 case d of the c.l. 2190/1920). 

Total number of shares for which valid votes were given: 19.298.387

Percentage of share capital: 87,40%

Total valid votes: 19.298.387

Votes for: 19.298.387

Votes against: 0

Abstention: 0


Issue 8th: The shareholders unanimously approved the share buyback program according to the article 16 of c.l. 2190/1920 and the European limitations with number 2273/2003, as they are in force today, and specifically it approved the purchase into a period of twenty four (24) months after the approval date of that decision by the upper limit of two millions two hundred seven thousand five hundred sixty six (2.207.566) common shares, which represent 10% of the total outstanding shares of the Company (as a consequence of decision taken above for the share capital decrease, due to the deletion of own shares), with purchase price three (3,00) Euros per share as the lowest limit and with six (6,00) Euros per share as the upper limit. At the same time, this General Assembly, by this decision, gave empowerment to the Company’s Board of Directors to conduct the referred procedure.

Total number of shares for which valid votes were given: 19.298.387

Percentage of share capital: 87,40%

Total valid votes: 19.298.387

Votes for: 19.298.387

Votes against: 0

Abstention: 0

 

Issue 9th: Other issues and announcements were made from the BoD, regarding the results of the Company and a small audio-visual presentation was made.

 

 

Magoula, 23th May 2016

For Plaisio Computers S.A.

 
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