DRAFT DECISIONS - COMMENTS OF THE BOARD OF DIRECTORS
on the items on the Agenda of the Annual General Meeting of Shareholders of "MARFIN INVESTMENT GROUP HOLDINGS SA" of 22.6.2022, or of any Reiterative Meeting due to adjournment or deferment
1st item: Approval of the Separate and Consolidated Annual Financial Statements for the financial year 2021 and of the relevant Reports of the Board of Directors and the Statutory Auditors.
It is proposed that the separate and consolidated Annual Financial Statements for the year ended 31.12.2021 on one hand, and the Board of Directors' and Statutory Auditors' Reports on the other, be approved.
2nd item: Approval of the overall management during the financial year 2021.
It is proposed that the overall management for the financial year 2021 pursuant to article 108 of L. 4548/2018 be approved.
3rd item: Discharge of the Statutory Auditors from any liability with regard to the financial year 2021.
It is proposed that the Statutory Auditors of the Company be discharged from any liability for the financial year 2021 pursuant to article 117 § 1 (c) of L. 4548/2018.
4th item: Appointment of audit firm for the financial year 2022.
It is suggested to assign the statutory audit of the financial statements of the current financial year to the audit company "Grant Thornton SA", with registered office in Athens of Attiki, at 58 Katechaki street, registered in the Special Registry referred to in §5, article 13 of presidential decree nr. 226/1992 under registration nr. 127, according to legislation in force (including the provisions of article 16 of Regulation (EU) 537/2014, article 44, § 3 (f) of L. 4449/2017, and article 117 § 1 (b) of L. 4548/2018).
5th item: Submission of the Activities Report of the Audit Committee in financial year 2021.
Presentation of the Activities Report of the Company's Audit Committee in financial year 2021 pursuant to article 44 para. 1 (ix) of L. 4449/2017, which has been posted on the Company's website.
6th item: Submission of the Remuneration Report for the financial year 2021.
The Board of Directors will submit the Remuneration Report for the financial year 2021 for discussion and voting to the General Meeting, pursuant to article 112 of L. 4548/2018, which has been posted on the Company's website.
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The Remuneration Report for the financial year 2021 will remain available in the website of the Company for a period of ten (10) years, according to the legislation in force.
Pursuant to article 112 par. 3 of L. 4548/2018, the vote of the shareholders on the remuneration report is advisory. The Board of Directors will explain in the next remuneration report for the financial year 2022 how the vote by the General Meeting will have been taken into account.
7th item: Approval of remuneration pursuant to article 109 of L. 4548/2018.
It is proposed to approve the remuneration paid to Members of the Board of Directors from the Annual General Meeting of 2.6.2021 until the herein invited General Meeting and to allow the pre-payment of remuneration to Members of the Board of Directors until the next Annual General Meeting that will take place within 2023, which will not exceed annually the amount of €460,000.00, according to article 109 of L. 4548/2018.
8th item: Submission of the Report of the Independent Non Executive Directors.
Presentation of the Report of the Independent Non Executive Directors pursuant to article 9 para. 5 of L. 4706/2020, which has been posted on the Company's website.
9th item: Election of Members of the Board of Directors - Appointment of Independent Members in the Board of Directors.
The current Board of Directors of the Company was elected by the decision of the Ordinary General Meeting of Shareholders dated 30.5.2019 for a three-year term, which is automatically extended until the convened Ordinary General Meeting.
According to article 16 of the Company's Articles of Association:
"1. The Company is administered by a Board of Directors, the number of which shall vary from seven (7) to fifteen (15) members.
- The term of the Board does not exceed six (6) years, and is automatically extended until the expiration of the time until which the next ordinary General Meeting must meet and until the taking of a relevant decision.
- The members of the Board of Directors are re-eligible or re-appointed and can be freely revoked."
The Nomination and Remuneration Committee evaluated the existing members of the Board of Directors in accordance with the existing legal framework, the Company's Articles of Association as well as the Policy of Suitability of the Board Members in order to be renominated for election as members of the Board of Directors by the General Assembly.
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In this context, in view of the expiration of the term of the current Board of Directors, it is proposed the election of a 7-member Board of Directors of the Company, which will consist of the same Members, as well as the current Board of Directors, as follows:
- Petros Katsoulas,
- Georgios Efstratiadis,
- Stavroula Markouli,
- Loukas Papazoglou,
- Konstantinos Galiatsos,
- Stefanos Capsaskis,
- Efstratios Chatzigiannis.
It is noted that following the relevant recommendation of the Nomination and Remuneration Committee, the Board of Directors ascertained that the above candidates satisfy the requirements of individual and collective suitability, that they have no obstacles or incompatibilities for their election, and that the proposed composition includes the appropriate gender diversity, according to the current legislative framework (especially articles 3 and 18 par. 1 Law 4706/2020), the Corporate Governance Code adopted by the Company and the approved Policy of Suitability of the Board Members.
It was further ascertained that these proposed members have the required experience in the management and handling of corporate affairs and have contributed effectively to the work and operation of the Board of Directors, have proven knowledge and skills, have certified their good repute, moral standing and independence of judgement, as well as providing sufficient time for corporate affairs. They are expected to continue their work smoothly during the execution of their duties in order to optimize the structure and operation of the Board of Directors.
It is proposed the election of the same persons as Independent - Non Executive Board Members, namely Messrs Petros Katsoulas, Konstantinos Galiatsos, Stefanos Capsaskis and Efstratios Chatzigiannis, for whom it as ascertained that they continue to satisfy the criteria and requirements of independency according to article 9 of Law 4706/2020.
The CV of each nominee is available on the Company's webpage according to article 18 para.1 of Law 4706/2020.
It is proposed that the term of office of the Board of Directors shall be three years, extending automatically until the annual general meeting that will take place after its expiry and until the adoption of the relevant decision.
10th item: Determination of the type of Audit Committee, the term of office, the number and the capacities of its Members - Election of Audit Committee members.
Following the election of new Members of the Board of Directors and the expiration of the term of the current Audit Committee, the Shareholders Meeting shall decide upon the type of
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the audit committee, the term, the number and the composition of its members, according to article 44 para. 1, indent b, of Law 4449/2017, as in force.
Therefore, it is proposed as follows:
- The nature of the Audit Committee as committee of the Board of Directors,
- The term of the Audit Committee as corresponding to that of the Board of Directors,
- The numbers of its members as three (3) and
- The capacities of the members of the Committee to consist of three (3) non executive members of the Board of Directors, who may be independent by majority or in whole.
It is proposed to elect again the same persons as members of the Audit Committee namely Messrs Konstantinos Galiatsos, Stefanos Capsaskis and Efstratios Chatzigiannis
11th item: Various announcements.
Announcements of the Board of Directors.
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Marfin Investment Group SA Holdings published this content on 01 June 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 01 June 2022 11:02:16 UTC.
