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 Tuesday September 10th 2024, 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 shareholders representing 53,363,118 shares out of 54,200,000, which corresponds to a percentage of 98.46% of the share capital.
The General Meeting in particular decided the following:
1st Item: Approved the Annual Financial Statements of the Company and the Annual Consolidated Financial Statements for the financial year 2023 (from 01/01/2023 to 31/12/2023) and the Reports of the Board of Directors and the Independent Chartered 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: 53,363,118 or 100%
Total number of votes “For”:53,363,118 or 100%
Total number of votes “Against”: 0 or 0.00%
Number of abstentions: 0 or 0.00%
2nd Item: The General Meeting decided that there will be no dividend distribution.
Required Quorum: 1/2 (50%) of the paid-up share capital
Required Majority: 80% +1 of the votes represented in the General Meeting.
Total number of valid votes: 53,363,118 or 100%
Total number of votes “For”: 87,785 or 0.16%
Total number of votes “Against”: 53,275,333 or 99.84%
Number of abstentions: 0 or 0.00%
3rd Item: Approved the overall management of the Board of Directors for the financial year 2023 in accordance with article 108 of Law No. 4548/2018 and the exemption of the Chartered Accountants from any liability for compensation in accordance with article 117 par. 1 case c of Law No. 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: 53,363,118 or 100%
Total number of votes “For”: 53,363,118 or 100%
Total number of votes “Against”: 0 or 0.00%
Number of abstentions: 0 or 0.00%
4th Item: Elected for the audit of the financial year 2024 the audit Company with the company name “ERNST & YANG (HELLAS) Certified Auditors S.A.” and with the distinctive title “ERNST & YOUNG”, with ELTE No. 23 and G.E.MI. No. 000710901000, which will appoint from its members, the regular Chartered Auditor – Accountant and the substitute Chartered Auditor – Accountant and authorizes the Board of Directors of the Company to determine the fee of the above audit firm, which will take into account, the submitted financial offer and the relevant audit terms.
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: 53,363,118 or 100%
Total number of votes “For”: 53,363,118 or 100%
Total number of votes “Against”: 0 or 0.00%
Number of abstentions: 0 or 0.00%
5th Item: Approved the Remuneration Report of the Company for the fiscal year 2023 (01.01.2023 to 31.12.2023) 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: 53,363,118 or 100%
Total number of votes “For”: 53,275,334 or 99.84%
Total number of votes “Against”:87,784 or 0.16%
Number of abstentions: 0 or 0.00%
It is noted that the vote of the shareholders on the Remuneration Report is advisory, in accordance with article 112 par. 3 of Law 4548/2018.
6th Item: Approved the remuneration and indemnities to the members of the Board of Directors during the fiscal year 2023 (01/01/2023 – 31/12/2023) and the advance payment of fees to be paid or paid to the executive members of the Board of Directors during the current fiscal year 2024 and until the next Ordinary General Meeting.
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: 53,363,118 or 100%
Total number of votes “For”: 53,363,118 or 100%
Total number of votes “Against”: 0 or 0.00%
Number of abstentions: 0 or 0.00%
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 Audit Committee submitted to the General Meeting its Audit Report for fiscal period 01/01/2023-31/12/2023, pursuant to article 44, par. 1 of Law 4449/2017, as amended by article 75 of Law 4706/2020.
The Report was not submitted for voting.
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 Report of the Independent Members of the Board of Directors of the Company in accordance with article 9 par. 5 of Law 4706/2020 was presented.
The Report was not submitted for voting.
9th Item: Elected George Marinos of Dionysiou and Dimitrios Ginoglou of Emmanuel, as new independent non-executive members of the Board of Directors with a term of office until 30/06/2025, after finding that each of them meets all the criteria of individual suitability based on the Company’s Suitability Policy, as well as the independence criteria of paragraphs 1 and 2 of article 9 of Law 4706/2020 and there are no impediments or incompatibilities. The reconstruction of the new Board of Directors will take place shortly.
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: 53,363,118 or 100%
Total number of votes “For”:53,363,118 or 100%
Total number of votes “Against”: 0 or 0.00 %
Number of abstentions: 0 or 0.00%
10th Item: Approved the Amendment of article (16) of the Company’s Articles of Association
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: 53,363,118 or 100%
Total number of votes “For”: 53,275,334 or 99.84%
Total number of votes “Against”:87,784 or 0.16%
Number of abstentions: 0 or 0.00%
11th Item: Approved the revised Remuneration Policy of the Company, pursuant to article 110 of Law No. 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: 53,363,118 or 100%
Total number of votes “For”: 53,275,334 or 99.84%
Total number of votes “Against”: 87,784 or 0.16%
Number of abstentions: 0 or 100%
12th Item: Approved the activities of fiscal year 2023 (from 01.01.2023 to 31.12.2023), 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: 53,363,118 or 100%
Total number of votes “For”: 53,363,118 or 100%
Total number of votes “Against”: 0 or 0.00%
Number of abstentions: 0 or 100%
THESSALONIKI 10.09.2024
