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Viohalco S.A. — AGM Information 2014
Jun 3, 2014
4023_iss_2014-06-03_ac8bfff5-ddaa-41bf-abdf-62f501fbba3a.pdf
AGM Information
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PRESS RELEASE OF VIOHALCO SA/NV
Brussels, 3 June 2014
The enclosed information constitutes regulated information as defined in the Belgian Royal Decree of 14 November 2007 regarding the duties of issuers of financial instruments which have been admitted for trading on a regulated market.
Results of the annual shareholders' meeting of 3 June 2014
Viohalco announces that the ordinary and extraordinary shareholders' meeting took place on 3 June 2014. During the meeting, 38 shareholders representing 156,480,483 shares (i.e. 71.25% of the total number of 219,611,308 outstanding shares), which is above the required quorum of ordinary and extraordinary shareholders' meeting (57% and 2/3 respectively), were present or represented.
The following decisions were approved during the ordinary and extraordinary shareholders' meeting of 3 June 2014.
Approval of the statutory accounts for the financial year ended 31 December 2013, including the allocation of results contained therein.
Number of shares to which corresponded valid votes: 156,480,483 (100% of the shares present or represented). Number of votes for: 156,480,483 (100% of the shares present or represented), against: 0 (0% of the shares present or represented), abstained from voting: 0 (0% of the shares present or represented).
Discharge to the directors for the performance of their duties during the financial year ended on 31 December 2013.
Number of shares to which corresponded valid votes: 156,480,483 (100% of the shares present or represented). Number of votes for: 156,480,483 (100% of the shares present or represented), against: 0 (0% of the shares present or represented), abstained from voting: 0 (0% of the shares present or represented).
Discharge to the auditors for the performance of their duties during the financial year ended on 31 December 2013.
Number of shares to which corresponded valid votes: 156,480,483 (100% of the shares present or represented). Number of votes for: 156,480,483 (100% of the shares present or represented), against: 0 (0% of the shares present or represented), abstained from voting: 0 (0% of the shares present or represented).
Renewal of the appointment of Mr. Nicholaos Stassinopoulos as director, for a term of one year expiring at the end of the annual shareholders' meeting to be held in 2015.
Number of shares to which corresponded valid votes: 156,480,483 (100% of the shares present or represented). Number of votes for: 156,432,196 (99.97% of the shares present or represented), against: 48,287 (0.03% of the shares present or represented), abstained from voting: 0 (0% of the shares present or represented).
Renewal of the appointment of Mr. Jacques Moulaert as director, for a term of one year expiring at the end of the annual shareholders' meeting to be held in 2015.
Number of shares to which corresponded valid votes: 156,480,483 (100% of the shares present or represented). Number of votes for: 156,480,483 (100% of the shares present or represented), against: 0 (0% of the shares present or represented), abstained from voting: 0 (0% of the shares present or represented).
Renewal of the appointment of Mr. Evangelos Moustakas as director, for a term of one year expiring at the end of the annual shareholders' meeting to be held in 2015.
Number of shares to which corresponded valid votes: 156,480,483 (100% of the shares present or represented). Number of votes for: 156,480,483 (100% of the shares present or represented), against: 0 (0% of the shares present or represented), abstained from voting: 0 (0% of the shares present or represented).
Renewal of the appointment of Mr. Michail Stassinopoulos as director, for a term of one year expiring at the end of the annual shareholders' meeting to be held in 2015.
Number of shares to which corresponded valid votes: 156,480,483 (100% of the shares present or represented). Number of votes for: 156,480,483 (100% of the shares present or represented), against: 0 (0% of the shares present or represented), abstained from voting: 0 (0% of the shares present or represented).
Renewal of the appointment of Mr. Ioannis Stassinopoulos as director, for a term of one year expiring at the end of the annual shareholders' meeting to be held in 2015.
Number of shares to which corresponded valid votes: 156,480,483 (100% of the shares present or represented). Number of votes for: 156,480,483 (100% of the shares present or represented), against: 0 (0% of the shares present or represented), abstained from voting: 0 (0% of the shares present or represented).
Renewal of the appointment of Mr. Jean-Charles Faulx as director, for a term of one year expiring at the end of the annual shareholders' meeting to be held in 2015.
Number of shares to which corresponded valid votes: 156,480,483 (100% of the shares present or represented). Number of votes for: 156,480,483 (100% of the shares present or represented), against: 0 (0% of the shares present or represented), abstained from voting: 0 (0% of the shares present or represented).
Renewal of the appointment of Mr. Xavier Bedoret as independent director, for a term of one year expiring at the end of the annual shareholders' meeting to be held in 2015.
Number of shares to which corresponded valid votes: 156,480,483 (100% of the shares present or represented). Number of votes for: 156,480,483 (100% of the shares present or represented), against: 0 (0% of the shares present or represented), abstained from voting: 0 (0% of the shares present or represented).
Renewal of the appointment of Mr. Efthimios Christodoulou as independent director, for a term of one year expiring at the end of the annual shareholders' meeting to be held in 2015.
Number of shares to which corresponded valid votes: 156,480,483 (100% of the shares present or represented). Number of votes for: 156,480,483 (100% of the shares present or represented), against: 0 (0% of the shares present or represented), abstained from voting: 0 (0% of the shares present or represented).
Renewal of the appointment of Mr. Jean-Pierre de Launoit as independent director, for a term of one year expiring at the end of the annual shareholders' meeting to be held in 2015.
Number of shares to which corresponded valid votes: 156,480,483 (100% of the shares present or represented). Number of votes for: 156,444,140 (99.98% of the shares present or represented), against: 36,343 (0.02% of the shares present or represented), abstained from voting: 0 (0% of the shares present or represented).
Renewal of the appointment of Mr. Francis Mer as independent director, for a term of one year expiring at the end of the annual shareholders' meeting to be held in 2015.
Number of shares to which corresponded valid votes: 156,480,483 (100% of the shares present or represented). Number of votes for: 156,444,140 (99.98% of the shares present or represented), against: 36,343 (0.02% of the shares present or represented), abstained from voting: 0 (0% of the shares present or represented).
Renewal of the appointment of Mr. Rudolf Wiedenmann as independent director, for a term of one year expiring at the end of the annual shareholders' meeting to be held in 2015.
Number of shares to which corresponded valid votes: 156,480,483 (100% of the shares present or represented). Number of votes for: 156,480,483 (100% of the shares present or represented), against: 0 (0% of the shares present or represented), abstained from voting: 0 (0% of the shares present or represented).
Appointment of Mr Athanassios Molokotos as non-executive and independent director for a period of one year ending at the end of the annual shareholders' meeting to be held in 2015.
Number of shares to which corresponded valid votes: 156,480,483 (100% of the shares present or represented). Number of votes for: 156,480,483 (100% of the shares present or represented), against: 0 (0% of the shares present or represented), abstained from voting: 0 (0% of the shares present or represented).
Approval of the remuneration report for the financial year 2013 as set out in the 2013 annual report, including the remuneration policy.
Number of shares to which corresponded valid votes: 156,480,483 (100% of the shares present or represented). Number of votes for: 153,730,240 (98.24% of the shares present or represented), against: 2,750,243 (1.76% of the shares present or represented), abstained from voting: 0 (0% of the shares present or represented).
Approval of the remuneration of directors.
Number of shares to which corresponded valid votes: 156,480,483 (100% of the shares present or represented). Number of votes for: 156,480,483 (100% of the shares present or represented), against: 0 (0% of the shares present or represented), abstained from voting: 0 (0% of the shares present or represented).
Granting powers to the notary for the legal publications
Number of shares to which corresponded valid votes: 156,480,483 (100% of the shares present or represented). Number of votes for: 156,480,483 (100% of the shares present or represented), against: 0 (0% of the shares present or represented), abstained from voting: 0 (0% of the shares present or represented).
Replacement of article 5.1 of the articles of association by the following text: "The share capital of the Company is set at 104,996,194.19 Euros, divided into 219,611,308 shares without nominal value."
Number of shares to which corresponded valid votes: 156,480,483 (100% of the shares present or represented). Number of votes for: 156,480,483 (100% of the shares present or represented), against: 0 (0% of the shares present or represented), abstained from voting: 0 (0% of the shares present or represented).
Replacement of article 16.1 of the articles of association by the following text: "The Company is in all circumstances validly represented towards third parties by its board of directors acting collectively or by special proxyholders within the limits of their mandate."
Number of shares to which corresponded valid votes: 156,480,483 (100% of the shares present or represented). Number of votes for: 156,480,483 (100% of the shares present or represented), against: 0 (0% of the shares present or represented), abstained from voting: 0 (0% of the shares present or represented).
Replacement of article 19.3 of the articles of association by the following text: "The annual ordinary general meeting of shareholders must be convened in Brussels at the registered office of the Company or in any other location referred in the convening notice to such meeting, on the last Tuesday of May every year, at noon, unless this day is a public holiday in Belgium in which case the general meeting is held the previous business day at the same time."
Number of shares to which corresponded valid votes: 156,480,483 (100% of the shares present or represented). Number of votes for: 156,480,483 (100% of the shares present or represented), against: 0 (0% of the shares present or represented), abstained from voting: 0 (0% of the shares present or represented).
Deletion of article 6 of the articles of association relating to the authorised capital and proceed to the renumbering of the articles of association following such deletion.
Number of shares to which corresponded valid votes: 156,480,483 (100% of the shares present or represented). Number of votes for: 156,480,483 (100% of the shares present or represented), against: 0 (0% of the shares present or represented), abstained from voting: 0 (0% of the shares present or represented).
Granting powers to the notary for the coordination and renumbering of the articles of associations and the filing of the consolidated version with the commercial registry.
Number of shares to which corresponded valid votes: 156,480,483 (100% of the shares present or represented). Number of votes for: 156,480,483 (100% of the shares present or represented), against: 0 (0% of the shares present or represented), abstained from voting: 0 (0% of the shares present or represented).
The board meeting of 3 June 2014 decided to renew for a duration of one year the appointment of Mr Nicholaos Stassinopoulos as Chairman of the Board, Mr Jacques Moulaert as Vice-Chairman of the Board and Mr Evangelos Moustakas as CEO of the company.
About Viohalco
Viohalco SA/NV is the parent company of the Viohalco Group and holds participations in approximately 90 companies, seven of which are listed on the Athens Exchange. With production facilities in Greece, Bulgaria, Romania, Russia, FYROM and the United Kingdom, where about 8,000 personnel is employed, the Group's subsidiaries specialise in the manufacture of steel & steel pipes, copper & cables, and aluminium products, generating an annual revenue of euro 2.9 billion. In addition, the Group owns substantial real estate properties in Greece and has redeveloped some of its properties as real estate development projects. For more information about our company, please visit our website at www.viohalco.com.