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Date 18/06/2015

Resolutions of the Οrdinary Shareholders General Meeting of Heracles GCCo

During the 108th Ordinary General Meeting of the Company's Shareholders, in which 23 shareholders were present or represented by proxy, representing 64,271,563 shares, i.e. 90.41 % of the paid up share capital, the General Meeting took the following decisions:

 

1. Approved the election of Messrs. Panagiotis (Takis) Athanasopoulos and Mr. Agissilaos Karabelas, in replacement of the resigned Messrs. Manolis Kyprianides and Panos Kyriakopoulos, for the remaining of their term in office, i.e. until the Ordinary General Assembly of 2015 which judged the deeds of the fiscal year 2014.

 

2. Approved the financial statements of the financial year 2014 with the Annual Reports of the Board of Directors and the Auditors.

 

3. Discharged the Board Members and Auditors from any liability for damages whatsoever for the financial year 2014.

 

4. Elected the Auditing Company Deloitte «Deloitte. Hatzipavlou Sofianos & Kambanis S.A.» (SOEL NO E 120) for the financial year 2015 and defined the maximum amount of their fees.

 

5.  Elected a new Board of Directors consisting of seven members, as follows:

1.          Panagiotis (Takis) Athanasopoulos

2.          Pierre Deleplanque

3.          Jean-Claude Block

4.            Jean -Charles Blatz

5.            Neil Curtis

6.            Andreas G. Andreopoulos

7.            Aristotelis (Aris) Kallipolitis

 

Τhe term of duties of the abovementioned members of the Board of Directors, according to article 11 of the Articles of Association of the Company is three years and expires on 18.6.2018 and may be automatically extended until the Ordinary General Assembly of the year 2018, which will decide regarding financial year 2017.

 

Messrs Andreas G. Andreopoulos and Aristotelis (Aris) Kallipolitis were defined as independent members, since they fulfil conditions of articles 3 and 4 of Law 3016/2002, as amended by Law 3091/2002.

 

Messrs Jean-Claude Block (non executive member), Andreas G. Andreopoulos (independent non executive member), and Aristotelis (Aris) Kallipolitis (independent non executive member), were defined as members of the Audit Committee, according to article 37 of Law 3693/2008

 

6. Approved the remuneration and compensations of the Members of the Board of Directors for the financial year 2014 and pre-approved their remuneration until the Ordinary Shareholders' Meeting of 2016 which will decide regarding financial year 2015. The General Meeting of the Company's Shareholders granted also permission for the conclusion of agreements with Members of the Company's Board of Directors.

 

7. Granted to the Members of the Board of Directors, the General Managers and the Managers of the Company permission to participate in the Board of Directors' Meetings or in the Management of the Group's Companies, which pursue the same or similar goals.

 

 

8.  It was announced that the Company has not executed till today the own-shares purchase program, through Athens Stock Exchange, which has been decided during the Shareholders Ordinary General Assembly of 22.6.2012, pursuant to article 16 of Law 2190/1920, being in force as amended by Law 3604/2007, which expired on 24.6.2014.

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