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 Ordinary General Meeting of the shareholders of the Company, held on Thursday June 30th 2022, at 11:00 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 41 shareholders representing 43,276,165 shares out of 54,200,000, which corresponds to a percentage of 79.84 % of the share capital.
On the issues of the Agenda, the General Meeting decided the following:

 

1st Item: Approval of the Annual Financial Statements of the Company and of the Consolidated Financial Statements for the fiscal year 2021 (from 01.01.2021 to 31.12.2021), with the respective Reports of the Board of Directors and the Independent Certified Public Accountants.
Required Quorum: 1/5 (20%) of the paid-up share capital
Required Majority: 50% +1 of the votes represented in the General Meeting.
Total number of valid votes: 43,276,165 or 79.84%
Total number of votes “For”:43,276,165 or 100%
Total number of votes “Against”:0 or 0%
Number of abstentions: 0 or 0%

The General Meeting approved, unanimously, the aforementioned Financial Statements, including the Consolidated Financial Statements, in accordance with the International Financial Reporting Standards, for the fiscal period from 01.01.2021 to 31.12.2021, as well as the respective reports of the Board of Directors and the Independent Certified Public Accountant.

 

2nd Item: Approval of profit distribution for fiscal year 2021 and dividend distribution.
Required Quorum: 1/5 (20%) of the paid-up share capital
Required Majority: 50% +1 of the votes represented in the General Meeting.
Total number of valid votes: 43,276,165 or 79.84%
Total number of votes “For”: 43,276,165 or 100%
Total number of votes “Against”:0 or 0%
Number of abstentions: 0 or 0%

The General Meeting approved unanimously, the distribution of the results of the fiscal year from 01.01.2021 to 31.12.2021 and the distribution of a dividend in favor of the Shareholders of the Company of one million, eight hundred and ninety-seven thousand euros (1.897.000,00 €). The dividend per share amounts to Euro 0.035. The ex-dividend and determination dates of beneficiaries (based on the record date rule) were approved on 19/07/2022 and 20/07/2022 respectively, while the corresponding amount of the dividend will start to be paid to the shareholders from 26/07/2022. The Company will publish a separate announcement on the procedure for the payment of the dividend to the shareholders in accordance with article 4.1.3.4 of the ATHEX Regulation.

 

3rd Item: Approval of the overall management of the Board of Directors for fiscal year 2021 pursuant to article 108 of Law 4548/2018 and release of the Certified Public Accountants from any liability for indemnification pursuant to article 117 par. 1(c) of Law 4548/2018.
Required Quorum: 1/5 (20%) of the paid-up share capital
Required Majority: 50% +1 of the votes represented in the General Meeting.
Total number of valid votes: 43.276,165 or 79.84%
Total number of votes “For”: 43,276,165 or 100%
Total number of votes “Against”: 0 or 0%
Number of abstentions: 0 or 0%

The General Meeting approved, unanimously, the overall management performed during the fiscal year 2021, pursuant to article 108 of Law 4548/2018 and decided to release the Certified Public Accountants of the Company from any liability for indemnification for the activities of the fiscal period from 01.01.2021 to 31.12.2021.

4th Item: Appointment of one (1) regular and one (1) alternate Certified Auditor-Accountant from the registry of Certified Public Accountants for the audit of the annual Financial Statements (corporate and consolidated) for the current fiscal year 2022 (01.01.2022-31.12.2022) and determination of the remuneration thereof.
Required Quorum: 1/5 (20%) of the paid-up share capital
Required Majority: 50% +1 of the votes represented in the General Meeting.
Total number of valid votes: 43,276,165 or 79.84%
Total number of votes “For”: 43,276,165 or 100%
Total number of votes “Against”: 0 or 0%
Number of abstentions: 0 or 0%

The Ordinary General Meeting unanimously, elected for the audit of the corporate year 2022 the auditing company “COOPERATING CHARTERED ACCOUNTANTS S.A.” and with distinctive titles “SOL S.A.” or “SOL Crowe” with AM SOEL 125 and VAT number 094394659 based in the Municipality of Athens (Fokionos Negri Street, number 3) and the relevant audit will be carried out by its Certified Auditors members: Drakopoulos Dimitrios of Spyridon and Maria with AM SOEL 40061, TIN 117802410 and ID AB201507 as regular auditor and Skaliotou Eleni of Panagiotis and Kalliroi with AM SOEL 23671, VAT number 053800096 and ID AE054321 as alternate auditor.

 

5th Item: Submission for discussion and vote on the Remuneration Report of the Company for the fiscal year 2021 (01.01.2021 to 31.12.2021) pursuant to article 112 of Law 4548/2018.
Required Quorum: 1/5 (20%) of the paid-up share capital
Required Majority: 50% +1 of the votes represented in the General Meeting.
Total number of valid votes: 43,276,165 or 79.84%
Total number of votes “For”: 42,712,823 or 98.70%
Total number of votes “Against”: 563,342 or 1.30%
Number of abstentions: 0 or 0%

The General Meeting with 42,712,823 votes, i.e.98.70% approves, by absolute majority, the Remuneration Report of the Company for 2021.
It is noted that the vote of the shareholders on the Remuneration Report is of an advisory nature, in accordance with article 112 par. 3 of Law 4548/2018.

 

6th Item: Approval of remuneration and indemnities to the members of the Board of Directors.
Required Quorum: 1/5 (20%) of the paid-up share capital
Required Majority: 50% +1 of the votes represented in the General Meeting.
Total number of valid votes: 43,276,165 or 79.80%
Total number of votes “For”: 42,712,823 or 98.70%
Total number of votes “Against”: 563,342 or 1.30%
Number of abstentions: 0 or 0%

The General Meeting by 42,712,823 votes, i.e. by a percentage of 98.70% , decided by an absolute majority: a) the approval of the fees paid to the members of the Board of Directors for the services provided to the Company during the fiscal year 2021 (01/01/2021 – 31/12/2021), as detailed in the remuneration report, b) the approval of the advance payment of fees to be paid or paid to the executive members of the Board of Directors during the current fiscal year 2022 (01/01/2022 – 31/12/2022) and until the next ordinary general meeting.

 

7th Item: Submission of the annual report of the Audit Committee, pursuant to article 44 par. 1 of Law 4449/2017.

The Chairman of the General Meeting, taking the floor regarding this matter, informed the shareholders that the Audit Committee submitted to the General Meeting its Audit Report for fiscal period 01.01.2021-31.12.2021, pursuant to article 44, par. 1 of Law 4449/2017, as amended by article 75 of Law 4706/2020. The Report is not submitted for voting

The annual Audit Report of the Audit Committee aims to inform the shareholders on the activities of the Committee during fiscal period 01.01.2021-31.12.2021 based on its prescribed responsibilities.
The annual Audit Report of the Audit Committee has been made available to the shareholders and the investors in the Company’s website www.epsilonnet.gr.
This issue was not put to the vote

 

8th Item: Submission of the Report by the Independent & Non-Executive Members of the Board of Directors in accordance with article 9§5 of the L. 4706/2020.

The Chairman of the General Meeting informed the shareholders that the Board of Directors has prepared and approved the Suitability Policy for its members, in accordance with the provisions of article 3 of Law 4607/2020. The full text of the proposed Suitability Policy for the members of the Board of Directors has been posted and is available to the investors at the Company’s website www.epsilonnnet.gr.

This issue was not put to the vote

9th Item: Election of new Independent & Non-Executive Member of Board of Directors
Required Quorum: 1/5 (20%) of the paid-up share capital
Required Majority: 50% +1 of the votes represented in the General Meeting.
Total number of valid votes: 43,276,165 or 79.84%
Total number of votes “For”: 43,276,165 or 100%
Total number of votes “Against” 0 or 0%
Number of abstentions 0 or 0%

The President of the General Meeting stated to the Shareholders the following:
The General Meeting decided unanimously, the acceptance of the above proposal of the Board of Directors of the Company and appoints Pantelis Manis of Anastasiou as a new independent non-executive member of the Board of Directors, to replace the resigned member Spyridon Avdimiotis after finding that Pantelis Manis meets all the criteria of individual suitability under the Company’s Suitability Policy, as well as the independence criteria of paragraphs 1 and 2 of article 9 of Law 4706/2020 as he does not directly or indirectly hold a percentage of voting rights greater than zero party five percent (0.5%) of the company’s share capital and is free from financial, business, family or other dependent relationships. His term of office will be for the period commencing from now on and until the end of the term of office of the resigned, Mr. Spyridon Avdimiotis, i.e. until 30/06/2025, extended (meaning of the term of office), until the expiry of the deadline within which the next Ordinary General Meeting of the Shareholders of the Company must be convened and until the relevant decision is taken.

 

10th Item: Amendment of the decision on item number (11) of the Annual General Meeting of Shareholders on 30/06/2021 concerning the establishment and implementation of the Stock Options Plan in order to extend its duration.

Required Quorum: 1/2 (50%) of the paid-up share capital
Required Majority: 2/3 of the votes represented in the General Meeting.
Total number of valid votes 43,276,165 or 79.84%
Total number of votes “For”: 42,715,526 or 98.70%
Total number of votes “Against” 560,639 or 1.30%
Number of abstentions: 0 or 0%

The General Meeting with 42,715,526 votes i.e. by percentage 98.70%, approved by an absolute majority , the amendment of the decision taken on the matter with the number (11) of the Annual General Meeting of Shareholders of 30/06/2021 and was analyzed above and the extension of the duration of the aforementioned Stock Options Plan from two (2) years to four (4) years, with the same general characteristics as above (maximum number of rights, offer price of each new share, etc.), as defined in the decision on the matter with the number (11) of the Annual General Meeting of the Company’s Shareholders dated 30/06/2021, providing the authorization to the Board of Directors to adjust the Stock Options Plan. and the determination of the specific terms and the identification of the beneficiaries thereof, by making the necessary disclosures in accordance with the applicable Legislation.

 

11th Item: Approval of the Program for the Acquisition of Own Shares, in accordance with article 49 of Law 4548/2018 and authorization to the Board of Directors of the Company for the implementation of the decision and the observance of the legal formalities for this purpose.

Required Quorum: 1/5 (20%) of the paid-up share capital
Required Majority: 50% +1 of the votes represented in the General Meeting.
Total number of valid votes 43,276,165 or 79.84%
Total number of votes “For” 43,276,165 or 100%
Total number of votes “Against” 0 or 0%
Number of abstentions 0 or 0%

The General Meeting decided unanimously: 1) the approval of a program for the acquisition of own shares by the Company on the basis of article 49 of Law 4548/2018 and in accordance with the following terms: i) the Company shall be entitled, within the deadline of twelve (12) months from the date of the relevant decision by the General Meeting, make purchases of own shares of up to 5% , of the total paid-up share capital of the Company and ii) the maximum purchase price of the Company’s own shares will be twenty euros (€ 20.00) per share and the minimum purchase price will be two euros (€ 2.00) per share, etc. 2) Authorized the Board of Directors of the Company to determine the specific terms and the relevant details for the acquisition of the same shares and in general to take any necessary action for the implementation of the above mentioned.

 

12th Item: Approvals for the activities of fiscal year 2021 (from 01.01.2021 to 31.12.2021), in accordance with the decisions of the Board of Directors.
Required Quorum: 1/5 (20%) of the paid-up share capital
Required Majority: 50% +1 of the votes represented in the General Meeting.
Total number of valid votes:43,276,165 or 79.84%
Total number of votes “For” 43,276,165 or 100%
Total number of votes “Against” 0 or 0%
Number of abstentions: 0 or 0%

The General Meeting approved, unanimously, the activities of the Board of Directors during fiscal year 2020, based on all the decisions of the Board of Directors.

 

Thessaloniki 30/06/2022