06/03/2023
ANNOUNCEMENT
RESOLUTIONS OF THE RE-ITERATIVE EXTRAORDINARY GENERAL MEETING HELD
UPON POSTPONEMENT
"MARFIN INVESTMENT GROUP HOLDINGS S.A." hereby announces that the Company's Re-iterative Extraordinary General Meeting of Shareholders took place on 3.3.2023 upon postponement and was attended by 39 shareholders who represented 447,051,596 shares, i.e. 47.58% of the Company's share capital. At the General Meeting the shareholders deliberated and resolved on the items on the Agenda as follows:
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 General Meeting approved 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, as per the specific terms presented to the General Meeting, it authorised the Board of Directors to regulate any specific issue, enter into and execute any relevant document or deed and approved the entirety of deeds, agreements and actions for the implementation of the above agreement.
For: 381,145,854 votes corresponding to 85.258% of the represented share capital.
Against: 65,904,612 votes corresponding to 14,742% of the represented share capital.
Abstain: 1,130 votes.
2nd 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. - It was resolved A) to merge/reduce (reverse split) the number of shares without altering the Company's share capital, at the ratio of one (1) new share for every thirty (30) existing shares via increasing the nominal value of each share from €0.10 to €3.00, B) to reduce the share capital by €81,424,264.80 through
respective reduction of the nominal value of each share from €3.00 to €0.40, for writing off/covering equal accumulated losses, according to article 29 of Law 4548/2018, and C) to amend respectively article 5 para. 1 of the Company's Articles of Association. Following the above mentioned, the share capital will amount to €12,526,810.00, fully paid, and will be divided into 31,317,025 registered shares of a nominal value of €0.40 each.
For: 381,147,454 votes corresponding to 85.258% of the represented share capital.
Against: 65,904,122 votes corresponding to 14.742% of the represented share capital.
Abstain: 20 votes.
3rd 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. - It was resolved to establish a stock option plan for the members of the Board of Directors (with the exemption of independent non-executivemembers, according to article 9 para. 2 a of Law 4706/2020) and personnel of the Company, including persons providing their services to the Company on a regular basis. The rights will refer to new common voting registered shares to result from a share capital increase of the Company. The total nominal value of the shares to be issued in case of exercise of the entirety of stock options will not exceed the amount of six hundred twenty five thousand two hundred euros (€625.200,00). Pursuant to article 35 para. 2 of Law 4548/2018, the exercise price was determined as equal to the nominal value of the shares resulting following the completion of the reverse split and the share capital reduction resolved by the same General Meeting, i.e. forty cents (€0.40). The duration of the plan was determined at five years. Moreover, it was resolved to authorize the Board of Directors to resolve, upon a recommendation of the Nomination and Remuneration Committee, on the determination of the beneficiaries of the plan within the above mentioned limits and the one-offor gradual attribution of stock options to them; the specification (and the amendment throughout the duration of the plan) of the other terms of the plan; and the regulation of any other relevant issue throughout the duration of the plan within the framework of the resolution of the General Meeting and pursuant to current legislation.
For: 381,147,474 votes corresponding to 85.258% of the represented share capital.
Against: 65,904,122 votes corresponding to 14.742% of the represented share capital.
Abstain: 0 votes.
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Marfin Investment Group SA Holdings published this content on 06 March 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 06 March 2023 08:09:16 UTC.
