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 Friday June 30th  2023, 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  44,452,660 shares out of 54,200,000, which corresponds to a percentage of 82.02 % of the share capital.

 

The Chairman and CEO of the Company, Mr. Ioannis Michos, during the General Meeting, proceeded to a brief review of the Group’s financial performance for 2022 and referred to the important developments that took place, such as the strategic partnership with National Bank of Greece and the targeted acquisitions implemented by the Group.

 

At the same time, he estimated that the Group, based on its current dynamics, market data and the development plans that have already begun, will continue to show strong revenue growth rates for the three-year period 2023-2025. Management’s medium-term goal is for the Group’s total sales in the three-year period 2023 – 2025 to double (compared to 2022 sales) and reach €150 million by the end of 2025. Group’s management forecasts that at the same time, high profitability rates will be achieved, with EBITDA margin moving annually at a level above 30%.

 

In the context of the general technological developments at a global level and the ongoing digital transformation of businesses, the achievement of the sales target is expected to be supported by:

• the evolution of the portfolio of products and services in the fields of Business Software & eCommerce, with particular emphasis on solutions that the company holds a leading role, such as the evolution of the already established obligation of businesses for the work card (digital labor card) and e-invoicing solutions through the Smart platform.
• strengthening the integrated value-added ecosystem and providing an “all in one solution” for end customers
• the gradual development of operations abroad (Cyprus & Romania)
• the implementation of the dynamic acquisition program
• the utilization of the financial programs of the RECOVERY FUND and the new NSRF 2021-2027, in the field of digital transformation
• the implementation at technical and operational level of the integrated strategic agreement with NBG Group, utilizing the innovative capabilities of the “Embedded Finance” and “Banking as a Service” technological systems.

 

All the issues of the Agenda were approved by the General Meeting and in particular decided the following:

 

1st Item: Approval of the Annual Financial Statements of the Company and of the Consolidated Financial Statements for the fiscal year 2022 (from 01/01/2022 to 31/12/2022), 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: 44,452,660 or 100%

Total number of votes “For”:44,452,660 or 100%

Total number of votes “Against”: 0 or 0.00%

Number of abstentions: 0 or 0.00%

 

2nd Item: Approval of profit distribution for fiscal year 2022 and the distribution of a dividend in favor of the Shareholders of the Company of four million, ten thousand and eight hundred euros (€4,010,800.00).). The dividend per share amounts to €0.074. The ex-dividend and determination dates of beneficiaries (based on the record date rule) were approved on 18/07/2023 and 19/07/2023 respectively, while the corresponding amount of the dividend will start to be paid to the shareholders from 25/07/2023. 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.

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: 44,452,660 or 100%

Total number of votes “For”: 44,452,660 or 100%

Total number of votes “Against”: 0 or 0.00%

Number of abstentions: 0 or 0.00%

 

3rd Item: Approval of the overall management of the Board of Directors for fiscal year 2022 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: 44,452,660 or 100%

Total number of votes “For”: 44,445,961 or 99.98%

Total number of votes “Against”: 6,699 or 0.02%

Number of abstentions: 0 or 0.00%

 

4th Item: Appointment of the Audit Firm Synergazomenoi Orkotoi Logistes A.E.O.E. (SOL A.E.O.E) for the management audit of fiscal year 2023 with distinctive titles “SOL SA” or “SOL Crowe” with ID 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 Chartered Auditors members: Drakopoulos Dimitrios of Spyridon with ID SOEL 40061, as regular auditor and Skaliotou Eleni of Panagiotis and Kalliroi with AM SOEL 23671,  as alternate auditor.

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: 44,452,660 or 100%

Total number of votes “For”: 44,452,660 or 100%

Total number of votes “Against”: 0 or 0.00%

Number of abstentions: 0 or 0.00%

 

5th Item: Approval of the Remuneration Report of the Company for the fiscal year 2022 (01.01.2022 to 31.12.2022) 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: 44,452,660 or 100%

Total number of votes “For”: 39,369,997 or 88.57%

Total number of votes “Against”:5,082,663 or 11.43%

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: Approval of remuneration and indemnities to the members of the Board of Directors during the fiscal year 2022 (01/01/2022 – 31/12/2022 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 2023 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: 44,452,660 or 100%

Total number of votes “For”: 39,369,997 or 88.57%

Total number of votes “Against”: 5,082,663 or 11.43%

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 01/01/2022-31/12/2022, 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: Approval of the remuneration policy with a four-year validity starting from the day following the expiry of the existing remuneration policy and authorization to the Board of Directors to manage the approved remuneration policy.

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: 44.452.660 or 100%

Total number of votes “For”: 39,369,997 or 88.57%

Total number of votes “Against”: 5,082,663 or 11.43%

Number of abstentions: 0 or 0.00%

 

10th Item: Approval of the Program for the Acquisition of Own Shares, in accordance with article 49 of Law 4548/2018  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 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: 44,452,660 or 100%

Total number of votes “For”: 44,452,660 or 100%

Total number of votes “Against”: 0 or 0.00%

Number of abstentions: 0 or 0.00%

 

11th Item: Approvals for the activities of fiscal year 2022 (from 01.01.2022 to 31.12.2022), 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: 44,452,660 or 100%

Total number of votes “For”:44,452,660 or 100%

Total number of votes “Against”: 0 or 0.00%

Number of abstentions: 0 or 100%