06/02/2023
ANNOUNCEMENT
RESOLUTIONS OF THE EXTRAORDINARY GENERAL MEETING
"MARFIN INVESTMENT GROUP HOLDINGS S.A." hereby announces that the Company's Extraordinary General Meeting of Shareholders took place today and was attended by 28 shareholders who represented 410,278,083 shares, i.e. 43.669% of the Company's share capital. At the General Meeting the shareholders deliberated and resolved on items Nos. 2, 3 and 6 on the Agenda, whereas the quorum required by the Law and the Company's Articles for deliberation and passing resolutions on items Nos. 1, 4 and 5 on the Agenda was not attained.
According to the Board of Directors' notice dated 15.1.2023, the Reiterative Extraordinary General Meeting will take place on Monday, 13.2.2023, at 11:00 a.m. at the same place in order to deliberate and pass resolutions on said items. According to Law, only the persons having the qualification of shareholder in the beginning of 1.2.2023 (Record Date), i.e. the 5th day before the date of the original meeting of the General Meeting, are entitled to participate and vote in the Reiterative General Meeting.
In particular:
1st item: Approval of the disposal of the total (direct and indirect) participation of the Company in the subsidiary company ATTICA GROUP to "STRIX HOLDINGS L.P." in exchange for the transfer to the Company of the entirety of the bond loans issued by it with a current outstanding balance of €443.8m. in accordance with article 23 of Law 4706/2020. - The deliberation and passing resolutions on this item was adjourned as the special quorum required by law and the Articles to this end was not attained.
2nd item: Change of corporate name and distinctive title of the Company and amendment of article 1 (Incorporation - Name) of the Article of Association of the Company. - It was resolved to change the Company's corporate name into "MIG HOLDINGS SOCIÉTÉ ANONYME" and its distinctive title into "MIG". Consequently it was resolved to amend respectively article 1 of the Company's Articles of Association as follows:
"Article 1
Incorporation - Name
A société anonyme is hereby formed under the name "MIG HOLDINGS SOCIÉTÉ ANONYME", with the distinctive title "MIG". For the international transactions of the company, its name and distinctive title may also be expressed in a foreign language, either in exact translation or with Latin characters."
For: 315,736,863 votes corresponding to 76.957% of the represented share capital.
Against: 94,541,220 votes corresponding to 23.043% of the represented share capital.
Abstain: 0 votes.
3rd item: Decrease in the minimum number of the members of the Board of Directors and amendment of article 16 para. 1 (Composition and term of the Board of Directors) of the Articles of Association of the Company. - It was resolved to reduce the minimum number of the members of the Board of Directors from seven (7) to five
- and amend respectively article 16 para. 1 of the Company's Articles of Association as follows:
"Article 16
Composition and term of the Board of Directors
- The company is managed by a Board of Directors, the number of which shall vary from five (5) to fifteen (15) members.
- […]"
For: 315,785,863 votes corresponding to 76.969% of the represented share capital.
Against: 94,492,220 votes corresponding to 23.031% of the represented share capital.
Abstain: 0 votes.
4th item: A) Reverse split of the shares by increasing the nominal value of each share without changing the Company's total share capital. B) Share capital reduction through reduction in the nominal value of each share for writing off equal losses of previous years. C) Respective amendment of article 5 para. 1 of the Company's Articles of Association. - The deliberation and passing resolutions on this item was
adjourned as the special quorum required by law and the Articles to this end was not attained.
5th item: Establishment of a stock option plan in accordance with article 113 of Law 4548/2018, as in force, for members of the Board of Directors and the personnel of the Company. Determination of the terms and granting relevant authorizations to
the Board of the Directors of the Company. - The deliberation and passing resolutions on this item was adjourned as the special quorum required by law and the Articles to this end was not attained.
6th item: Revision of the Remuneration Policy of the Board of Directors. - It was resolved to approve the revised Remuneration Policy of the Members of the Board of Directors of the Company, as per the draft posted on the Company's website, in accordance with articles 110 and 111 of Law 4548/2018.
For: 313,668,553 votes corresponding to 76.453% of the represented share capital.
Against: 4,072,310 votes corresponding to 0.992% of the represented share capital.
Abstain: 92,537,220 votes corresponding to 22.555% of the represented share capital.
7th item: Various announcements. - This item was not discussed due to lack of
subject matter.
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Marfin Investment Group SA Holdings published this content on 06 February 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 06 February 2023 16:55:20 UTC.
