Post-Annual General Meeting Information • May 21, 2025
Post-Annual General Meeting Information
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Today, the 21st of May 2025, Wednesday at 11:00 a.m., the Annual Ordinary General Meeting of the shareholders of "LOULIS FOOD INGREDIENTS SA" was held at the offices of the Company's registered seat at the Municipality of Almyros, Municipal Community of Sourpi, Prefecture of Magnesia (Port Loulis). At the Annual General Meeting, during which the percentage of 57,52% of the share capital was represented, that means that the shareholders and their representatives, who represent 9.848.404 shares and 9.848.404 votes, were present:
Unanimously approved, by a vote of 9.848.404, ie 57,52% of the share capital, the annual Financial Statements and the Consolidated Financial Statements in accordance with the International Financial Reporting Standards (I.F.R.S.) for the fiscal year 2024 (from 1.1.2024 to 31.12.2024), after hearing and approving the relevant Board of Directors' Reports and the Certified Auditor's Report. Unanimously approved by a vote of 9.848.404, ie 57,52% of the share capital, the distribution of a total gross dividend of 5.136.084,00 euros, corresponding to a gross dividend of 0,30 euro per share to the Company's shareholders. 26 May 2025 is the ex-dividend date concerning the dividend of financial year 2024, 27 May 2025 is the record date concerning the shareholders entitled to the dividend of financial year 2024, and 30 May 2025 is the payment date with regard to the dividend of year 2024, via a banking institution or the Hellenic Exchanges (EXAE). From the profits of the year will be formed a regular reserve of 405.338,41€. The Chairman of the Audit Committee submitted and presented to shareholders the Audit Committee's 2024 Audit Report.
Unanimously approved, by a vote of 9.848.404, ie 57,52% of the share capital, the overall management of the Board of Directors for the corporate year ended on 31.12.2024 and unanimously, by a vote of 9.848.404, ie 57,52% of the share capital, the Certified Auditors - Accountants were discharged from all compensation liabilities deriving from the exercise of their duties for fiscal yeαr 2024 (01.01.2024-31.12.2024) αs well as for the Annual Financial Statements.
The company «Grant Thornton Auditors Accountants SA» with registration number SOEL:127, which shall nominate the members of the regular Auditor – Accountant and the alternate Auditor - Accountant for auditing the annual financial statements of the Company and the Consolidated Financial Statements in accordance with International Financial Reporting Standards for the fiscal year 2025 (from 1.1.2025 to 31.12.2025) was unanimously elected by a vote of 9.848.404, ie 57,52% of the share capital.
The remuneration report for the fiscal year 2024 was discussed and unanimously approved as a consultancy, by a vote of 9.848.404, ie 57,52% of the share capital.
Unanimously approved, by a vote of 9.848.404, ie 57,52% of the share capital, an advance payment remuneration to the members of the Board of Directors and the Audit Committee of the Company for the financial year 2025 until the next Annual Ordinary General Meeting, total amount up to 250.000 euros. Unanimously approved, by a vote of 9.848.404, ie 57,52% of the share capital, the advance payment of remuneration to the members of the Board of Directors and the Audit Committee during the financial year 2024 total amount of 181.000 euros.
Unanimously decided, by a vote of 9.848.404, ie 57,52% of the share capital,
to:
(a) Establish an Own Shares Acquisition Program for any purpose and use permitted by the applicable legislation (including, but not limited to, the purpose of reducing the Company's share capital and canceling the own shares acquired by the Company, and/or their allocation to the personnel and/or members of the management of the Company or/and affiliated company, in accordance with the Company's current Remuneration Policy), up to a percentage of 10% of the Company's paid-up share capital, which corresponds to up to 1.712.028 shares (17.120.280 × 10%) at a price range between €2 (minimum price) and €6 (maximum price) per share, for a period of 24 months from the date of the present decision.
(b) Grant authorization to the Board of Directors to determine at its absolute discretion any other details and to take all necessary actions for the implementation of the present decision, including the ability to further delegate part or all of said powers.
Unanimously decided, by a vote of 9.848.404, ie 57,52% of the share capital:
The establishment of a Stock Award Plan for senior executives of the Company, with an expiration date of 31/12/2027
The determination of the beneficiaries of the Stock Award Plan by the Company's Board of Directors, taking into account, among others, their performance, contribution to the development and progress of the Company and the Group, and market conditions and data.
The Stock Award Plan is governed by the provisions of Article 114 of Law 4548/2018 in conjunction with Article 49 of the same Law, and its implementation will occur through the allocation of own shares acquired or already acquired in accordance with the provisions of Article 49 of Law 4548/2018.
The maximum number of shares to be allocated/issued amounts to 105.000 shares (i.e., 0.61% of the shares of the current share capital).
Authorization to the Board of Directors to determine any other terms of the Stock Award Plan within the above framework.
Unanimously re-approved, by a vote of 9.848.404, ie 57,52% of the share capital, the Remuneration Policy for the members of the Company's Board of Directors, which was originally approved by the Ordinary General Meeting of the Company's shareholders on 8/7/2019 and was amended and re-approved by the Ordinary General Meeting of shareholders on 1/6/2021. The validity of the Remuneration Policy extends to the fiscal year 2024 and is further extended until the fiscal year 2027.
Both Board of Directors members and Company's Directors were unanimously authorized by a vote of 9.848.404, ie 57,52% of the share capital, to participate in the Board of Directors or in the management of other affiliated companies as those companies are defined in article 32 of Law 4308/2014 and, therefore, to conduct on behalf of the affiliated companies of acts falling within the Company's purposes.
The report of the independent non-executive members of the Board of Directors, according to the provision of article 9 par. 5 of Law 4706/2020, was submitted to the Ordinary General Meeting of the Company's Shareholders.
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