DRAFT DECISION - COMMENT OF THE BOARD OF DIRECTORS
on the sole item on the Agenda of the Extraordinary General Meeting of Shareholders of
"MARFIN INVESTMENT GROUP HOLDINGS S.A." to be held on 17.1.2022,
any Reiterative Meeting or any recurrence thereof due to adjournment or deferment
1st item: Revision of the Remuneration Policy of the Board of Directors.
It is proposed that the revised (supplemented and updated) Remuneration Policy of the Members of the Board of Directors of the Company be approved, as per the draft posted on the Company's website, in accordance with articles 110 and 111 of Law 4548/2018.
2nd item: Adjustment of the Suitability Policy of the Board of Directors.
It is proposed that the Suitability Policy of the Members of the Board of Directors of the Company, as adjusted (harmonised) to subsequent Regulations and Procedures of the Company, be approved, as per the draft posted on the Company's website, in accordance with article 3 of Law 4706/2020.
3rd item: Announcement of the election of new members of the Board of Directors for filling vacant seats. Confirmation of the number of independent non-executive members of the Board of Directors.
It is announced to the General Meeting that Director of Accounting and Finance Mrs. Stavroula Markouli was elected as new Executive Member of the Board of Directors of the Company for filling the vacant seat of Non-Executive Member Mr. Christophe Vivien who resigned, by virtue of a decision of the Board of Directors dated 30.6.2021, in accordance with the Company's Articles of Association and current legislation (Article 82 para. 1 of Law. 4548/2018).
Furthermore, it is proposed to approve the number of Independent Non-Executive Members of the Board of Directors, which decreased from 5 (out of 11 Members) to 4 (out of 7 Members) following the resignation and non-replacement of Independent Non-Executive Member Mr. Georgios Lassados.
It is hereby reminded that the current Board of Directors of the Company was elected by virtue of a decision of the Annual General Meeting of the Shareholders dated 30.5.2019 for a three- year term, which is automatically extended until the Annual General Meeting to be held after 30.5.2022.
4th item: Announcement of the election of new members of the Audit Committee for filling vacant seats. Confirmation of the composition of the Audit Committee according to the new Regulation of Operations thereof.
It is announced to the General Meeting that Independent Non-Executive Members of the Board of Directors Messrs. Stefanos Capsaskis, Efstratios Chatzigiannis and Constantinos Galiatsos were elected as new Members of the Audit Committee of the Company, for filling the vacant seats of Messrs. Petros Katsoulas, Christophe Vivien and Georgios Lassados, by virtue of the decisions of the Board of Directors of the Company dated 18.6.2021 and 30.6.2021, in accordance with current legislation (article 44 para. 1 (vi) of Law 4449/2017 in conjunction with article 82 para. 1 of Law 4548/2018).
It is hereby noted that by virtue of its decision dated 30.6.2021 the Board of Directors concluded further the following:
- All and each of the new members of the Audit Committee have adequate knowledge in the sectors where the Company operates, as they have been serving as Members of the Company's Board of Directors for a considerable long time.
- At least one of the Members, i.e. Mr. Efstratios Chatzigiannis, has adequate knowledge in accounting and auditing.
It is proposed that the General Meeting confirm the current composition of the Audit Committee of three (3) Independent Non-Executive Members as follows:
- Stefanos Capsaskis, Independent Non-Executive Member of the BoD, Chairman;
- Efstratios Chatzigiannis, Independent Non-Executive Member of the BoD; and
- Constantinos Galiatsos, Independent Non-Executive Member of the BoD, Members.
According to the Regulation of Operations of the Audit Committee of the Company, the Audit Committee consists of at least 3 Members the majority of whom (i.e. at least 2) are Independent within the meaning of article 8 of Law 4706/2020.
5th item: Approval of the transaction with the minority shareholder of the subsidiary "Robne Kuće Beograd d.o.o.".
It is proposed to approve all deeds, agreements and actions for the acquisition by the Company of the minority stake of 16.9% in the subsidiary "Robne Kuće Beograd d.o.o." (RKB) against a consideration consisting in 3 real estate assets owned by RKB whose total value amounts to €20.5m., as per the valuation dated 30.9.2021 of the appraisal firm American Appraisal, as per the specific recommendation of the Board of Directors to be formed until the date of the General Meeting and to be submitted to the shareholders.
6th item: Various announcements.
Announcements of the Board of Directors.
Attachments
Disclaimer
Marfin Investment Group SA Holdings published this content on 24 December 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 24 December 2021 11:00:02 UTC.
