The Company under the name “EPSILON NET S.A. Information, Education, High Technology Products Company“, with the distinctive title “EPSILON NET S.A.“, announces that at the Extraordinary General Meeting of the shareholders of the Company, held on Friday June 18th 2021, at 10:00 at the company’s offices in in the Municipality of Pylaia-Chortiatis (EMO Zone of Pylea – Thessaloniki, 17 Noemvriou 87 – Zip Code 555 34), were present in person or by proxy twenty eight (28) shareholders representing 10,699,267 shares out of 13,400,000, which corresponds to a percentage of 79.85% of the share capital.
On the issues of the Agenda the General Meeting decided the following:
1. Approval of the draft demerger deed by way of hive-down, dated 15.05.21, of commercial applications for businesses and ERP that have been developed using the PYLON platform and more specifically Pylon Commercial, Pylon ERP, Pylon CRM, Pylon Shop, Pylon Auto Service, Pylon Auto & Moto Cube, Pylon Retail, Pylon Entry and its contribution to its 57.60% subsidiary beneficiary company under the name “Epsilon SingularLogic IT Societe Anonyme” with the distinctive title “Epsilon SingularLogic S.A.” with G.E.MI. registration number 157876205000, having its registered office in Pylaia-Chortiatis and is legally represented, for acquiring equity participation in the beneficiary company, after the presentation: a) of the Balance Sheet of the Contributed Sector, dated 28/02/21, b) of the Board of Directors’ report, dated 15/05/21, in accordance with Article 61 of Law 4601/2019, and c) of the report, dated 14/05/21, of the Auditing Company “HBP CERTIFIED AUDITORS ACCOUNTANTS SOCIETE ANONYME” and the distinctive title “HBP S.A.” and d) of the report, dated 15/05/21, of the Auditing Company “HBP CERTIFIED AUDITORS ACCOUNTANTS SOCIETE ANONYME” and the distinctive title “HBP S.A.” upon the Draft Demerger Deed in accordance with Article 10 of Law 4601/2019.
Quorum required: 1/2 (50%) of the share capital
Majority required: 2/3 of the votes represented in the general meeting
Total valid votes: 10,699,267
In favor: 10,699,267 or 100% of votes cast
Against: 0 or 0, 00% of votes cast
Abstain: 0 or 0, 00% of votes cast
2. Approval of the draft demerger deed, dated 15.05.21, of commercial applications for businesses and ERP that have been developed using the PYLON platform and more specifically Pylon Commercial, Pylon ERP, Pylon CRM, Pylon Shop, Pylon Auto Service, Pylon Auto & Moto Cube, Pylon Retail, Pylon Entry and its contribution to its 57.60% subsidiary beneficiary company under the name “Epsilon SingularLogic IT Societe Anonyme” with the distinctive title “Epsilon SingularLogic S.A.” with G.E.MI. registration number 157876205000, for the acquisition of equity participation in the beneficiary company, pursuant to articles 57 par. 2 and 58 of Law 4601/2019, as well as the provisions of Law 4548/2018 and Article 52 of Law 4172/2013.
Quorum required: 1/2 (50%) of the share capital
Majority required: 2/3 of the votes represented in the general meeting
Total valid votes: 10,699,267
In favor: 10,699,267 or 100% of votes cast
Against: 0 or 0, 00% of votes cast
Abstain: 0 or 0, 00% of votes cast
3. Approval of all resolutions and actions taken so far by the Board of Directors and the Company’s representatives regarding the abovementioned demerger
Quorum required: 1/2 (50%) of the share capital
Majority required: 2/3 of the votes represented in the general meeting
Total valid votes: 10,699,267
In favor: 10,699,267 or 100% of votes cast
Against: 0 or 0, 00% of votes cast
Abstain: 0 or 0, 00% of votes cast
4. Approval for the provision of authorization for the signing of the notarial deed of demerger and for the execution of any other deed that is necessary for the completion of the demerger.
Quorum required: 1/2 (50%) of the share capital
Majority required: 2/3 of the votes represented in the general meeting
Total valid votes: 10,699,267
In favor: 10,699,267 or 100% of votes cast
Against: 0 or 0, 00% of votes cast
Abstain: 0 or 0, 00% of votes cast
Thessaloniki, 18.06.2021
EPSILON NET S.A.
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