News
Decisions of the Ordinary General Meeting
26.06.2008
1. Submission of the Board of Directors’ and Auditors’ Report, for the activities of the fiscal year of 01.01.2007 – 31.12.2007.
2. Approval of the Company’s its Group’s Balance Sheet and Annual Financial Statements on 31.12.2007 and the Profit Distribution Table.
3. Release of the members of the Board of Directors and the Auditors from any liability for compensation for fiscal year 01.01.2007 – 31.12.2007.
4. Appointment of a certified auditor (Regular and Alternate) for the auditing of the Financial Statements for fiscal year from 01.01.2008 to 31.12.2008, and setting the auditor’s remuneration.
5. Approval of payment of remuneration to the members of the Board of Directors for the fiscal year 2007, pursuant to article 24 of law 2190/1920, as in effect today.
6. Pre-approval of agreements and payment of remunerations to the members of the Board of Directors for the fiscal year 2008 and pre-approval of agreements with subsidiary companies pursuant to article 23a of law 2190/1920, as in effect today.
7.-Approval of appointment of new members to the Board of Directors in replacement of members resigned.
8. Amendment of all the Articles of Association, repeal of certain articles and renumbering them in order to harmonize the Articles of Association with the provisions of new law 3604/2007 in amendment of law 2190/1920 “On Societes Anonymes” and consolidation of the Articles of Association.
9. Granting licenses pursuant to article 23 of law 2190/1920 to members of the Board of Directors and the Directors, so they can participate in Boards of Directors or in the Management of Companies that have the same or similar goals.
10. Election of a new board of directors for the Company.
11. Approval for change of use of raised funds pursuant to article 284 of the Regulation of the Athens Stock Exchange.
12. Various announcements.
The Ordinary General Meeting, with a 70% quorum and 100% majority, given that one shareholder was present, and in the presence of a notary, reached the following decisions on the items on the Agenda:
Item 1: The approval of the Board of Directors’ and Auditors’ Report for the activities of the fiscal year 01.01.2007 – 31.12.2007.
Item 2: Approval of the Company’s and its Group's Balance Sheet and Annual Financial Statements on 31.12.2007 and the Profit Distribution Table. Taking into consideration that the year ending on December 31st, 2007, closed with losses for the Company, the General Meeting decided against distributing a dividend.
Item 3: Release of the members of the Board of Directors and the Auditors from any liability for compensation for the fiscal year 01.01.2007 – 31.12.2007.
Item 4: Appointment of a certified auditor (Regular and Alternate) for auditing the Financial Statements for the fiscal year from 01.01.2008 to 31.12.2008, and setting the auditor’s remuneration.
Item 5: Approval of payment of remuneration to the members of the Board of Directors for the fiscal year 2007, pursuant to article 24 of law 2190/1920, as in effect today.
Item 6: Pre-approval of agreements and payment of remunerations to the members of the Board of Directors for the fiscal year 2008 and pre-approval of agreements with subsidiary companies pursuant to article 23a of law 2190/1920, as in effect today.
Issue 7: No decision was reached as concerns the 7th item, because for the fiscal year 2007 no members of the Company’s Board of Directors resigned.
Item 8: Amendment of all the Articles of Association, repeal of certain articles and renumbering them in order to harmonize the Articles of Association with the provisions of new law 3604/2007 for the amendment of law 2190/1920 “On Societes Anonymes” and consolidation of the Articles of Association into an integrated text.
Item 9: Granting licenses pursuant to article 23 of law 2190/1920 to members of the Board of Directors and to Directors, so they can participate in Boards of Directors or in the Management of Companies that have the same or similar goals.
Item 10: Election of a new board of directors for the Company. The Company’s new Board of Directors comprises of Mr. Petros Kostopoulos, Ms. Maria Grapsa, Mr. Michalis Karis, Mr. Konstantinos Koutsoubelis, Mr. Athanasios Papachristou, Ms. Irini Kritikou, Ms. Alexandra Katsadourou, Mr. Georgios Pelekanakis and Mr. Michail Tsibris. Mr. Georgios Pelekanakis and Mr. Michail Tsibris were elected by the Shareholders’ General Meeting as independent members. The term of the Company’s new Board of Directors is three years. In any case, it cannot exceed four years.
Item 11: Approval of the change of use of raised funds pursuant to article 284 of the Regulation of the Athens Stock Exchange. Specifically, the General Meeting unanimously decided to change the distribution of funds accrued from the increase of the Company’s share capital by paying in total and amount of EUR13,774,785.12 in cash. The above increase of the share capital was decided by the 1st Repeat General Shareholders’ Meeting on 30.05.2007, and was approved by decision Κ2-9144/15-6-2007 of the Minister of Development, while the Newsletter for the Company’s share capital increase was approved by the Board of Directors of the Capital Market Commission on 09/08/2007. More specifically, the General Meeting unanimously decided to change the distribution of funds of the amount of seven hundred fifty thousand two hundred and eighty five euros and twelve eurocents (€750,285.12) provided for, and after the amendment of the raised capital, as it was decided by the Company's BoD on 16.11.2007 and approved by the Extraordinary General Shareholders' Meeting on 20.12.2007, it decided that it will distribute if for the development of new publications of magazines or newspapers in Greece and the Balkan countries. The Company proceeded with this change because the subsidiary in Rumania will fund its investment program out of own capital, since InStyle magazine is expected to have positive cash flows already in its first year of publication, while in Greece the Group has not programmed in the immediate future the publication of any new titles which would require funding. The above funds will be distributed to cover current needs for working capital and short term obligations, aiming at decreasing the short term bank and other obligations.
Furthermore, it is noted that the change in the use of the raised capital concerns funds of a total value of less than 20% of the raised capital, and therefore there is no obligation to issue a new newsletter according to what is stipulated in the Stock Exchange’s Regulation of Operation.
| RAISED CAPITAL TABLE | |||
| Amounts in € | |||
| | |||
| DESCRIPTION | 2007 | 2008 | Total |
| Current needs in working capital and covering short term obligations | 7,113,000.00 | 750,285.12 | 7,863,285.12 |
| Development of new magazine titles in Greece and the area of the Balkans. | 100,000.00 | 150,000.00 | 250,000.00 |
| Investments in the wider area of mass media (radio-television) | 5,661,500.00 | 0.00 | 5,661,500.00 |
| Investments in the wider entertainment area | 0,00 | 0,00 | 0,00 |
| Total | 12,874,500.00 | 900,285.12 | 13,774,785.12 |
Item 12: No announcements.
