Decisions of Annual General Meeting held on 12.06.2024
In accordance with paragraph 4.1.1 of the Athens Stock Exchange’s regulation, AVAX SA (the “Company”) announces the following:
The Annual General Meeting of Company shareholders convened at 13:00 on Wednesday, June 12, 2024 at its headquarters on 16 Amarousiou-Halandriou Street in Marousi, Greece.
Shareholders representing 114,983,609 shares and voting rights, or 77.523% of the Company total, participated in the assembly.
Shareholders voted on the agenda as follows:
Item #1: Approval of the Annual Financial Report, along with the Directors’ Report and the Auditors’ Review Report, for the 01.01.2023-31.12.2023 period
The Assembly approved, with 114,983,609 votes cast in favour (100% of participating voting rights), the Annual Financial Report for 2023, along with the Directors’ Report and the Auditors’ Review Report.
Item #2: Approval of the appropriation of income for the 01.01.2023-31.12.2023 period and distribution of dividend
The Assembly approved with 114,983,609 votes cast in favour (100% of participating voting rights) the appropriation of income for 2023, with an amount of €39,605,569.19 appropriated to special capital reserve as per article 48 of Law 4172/2013, an amount of €9,848,026.59 to special capital reserve as per article 9 of Law 4171/1961, and an amount of €439,535.35 to the statutory reserve, as well as the distribution of a total €4,449,645.48 dividend for 2023, corresponding to a €0.03 gross dividend per share, payable in cash out of the special capital reserve related to article 48 of Law 4172/2013.
Item #3: Submission of the joint report by Independent, Non-Executive Members of the Board of Directors, according to paragraph 5 of article 9 of Law 4706/2020 (item not put to a vote)
The Report by Non-Executive Members of the Board of Director was submitted to shareholders, according to article 9, para 5 of Law 4706/2020, and was not put to a vote.
Item #4: Submission of the Annual Activity Report by the Audit Committee for 2023, according to paragraph 1(i) of article 44 of Law 4449/2017 (item not put to a vote)
The Annual Activity Report by the Audit Committee for 2023 was submitted to shareholders, according to article 44, para 1(i) of Law 4706/2020, and was not put to a vote.
Item #5: Approval of overall Company administration for the 01.01.2023-31.12.2023 period according to article 108 of Law 4548/2018, and waiver of responsibility of the Auditors, according to paragraph 1(c) of article 117 of Law 4548/2018
The Assembly approved with 114,983,609 votes cast in favour (100% of participating voting rights) the overall Company administration for the 01.01.2023-31.12.2023 period, according to article 108 of Law 4548/2018, and waived any responsibility by the Auditors, according to paragraph 1(c) of article 117 of Law 4548/2018, for its audit review of the financial accounts for the 01.01.2023-31.12.2023 period.
Item #6: Election of Auditing Firm for auditing the Financial Accounts for the 01.01.2024-31.12.2024 period, and determination of their remuneration
The Assembly approved with 114,983,609 votes cast in favour (100% of participating voting rights) the appointment of auditing company “Grant Thornton SA” for the audit of the Company’s Financial Statements for the 01.01.2024-31.12.2024 period. The remuneration of the auditing company for auditing the 01.01.2024-31.12.2024 period will be similar to the amount paid for auditing the 01.01.2023-31.12.2023 period, and will be determined by the Board of Directors based on applicable regulations.
Item #7: Amendment of Corporate Charter – addition of new article
The Assembly approved, with 114,691,471 votes cast in favour (99.75% of participating voting rights) and 292,138 votes cast against, the addition of a new article in the Corporate Charter to specify the terms and prerequisites for remuneration of the Board of Directors.
Item #8: Approval of remuneration of Board Directors for the 01.01.2023-31.12.2023 period
The Assembly approved, with 114,691,471 votes cast in favour (99.75% of participating voting rights) and 292,138 votes cast against, the remuneration of Board Directors for the 01.01.2023-31.12.2023 period, amounting to €1,200,000.
Item #9: Determination of remuneration of Board Directors for the 01.01.2024-31.12.2024 period and up to the Annual General Meeting in 2025, according to article 109 of Law 4548/2018
The Assembly granted, with 114,691,471 votes cast in favour (99.75% of participating voting rights) and 292,138 votes cast against, initial approval for the remuneration of the members of the Board of Directors for 2024 and up to the Annual General Meeting in 2025, amounting to €1,450,000.
Item #10: Submission of the Remuneration Report for 2023 for discussion and advisory vote, according to article 112 of Law 4548/2018
The Assembly proceeded to the advisory vote, with 114,691,471 votes cast in favour (99.75% of participating voting rights) and 292,138 votes cast against, on the Remuneration Report for 2023 for the members of the Board of Directors of the Company.
Item #11: Election of new Board of Directors, due to end of its term
The Assembly elected, with 114,983,609 votes cast in favour (100% of participating voting rights), a new Board of Directors for a three-year term to 11.06.2027, which may be extended automatically until the deadline for the next Annual General Meeting which will vote on electing a new Board.
The new Board members are:
1. Christos Joannou
2. Konstantine Kouvaras 3. Konstantine Mitzalis
4. Konstantine Lysarides 5. Aikaterini Pistioli
6. Anthony Mitzalis
7. Athena Eliades
8. Christos Siatis
9. Michael Hatzipavlou 10. Theodora Monohartzi 11. Paul Canellopoulos
Item #12: Election of new Audit Committee
The Assembly approved, with 114,983,609 votes cast in favour (100% of participating voting rights), the following:
1. The Audit Committee shall continue its function as a Board Committee, comprising Board members only
2. The Audit Committee will comprise three (3) non-executive Board members, two (2) of which are independent
3. The term of the members of the Audit Committee, to be appointed by the Board of Directors in accordance with article 44, paragraph c of Law 4449/2017 and its amendments, will match the term of the members of the Board of Directors elected by the General Assembly of shareholders
4. The members of the Audit Committee will be appointed by the Board of Directors in accordance with article 44, paragraph c of Law 4449/2017 and its amendments, to include members with adequacy in the Company’s field of activity, as per article 44 of Law 4449/2017 and its amendments.
Item #13: Amendment of the Remuneration Policy of the Company
The Assembly approved, with 114,691,471 votes cast in favour (99.75% of participating voting rights) and 292,138 votes cast against, the amendment of the Remuneration Policy of the Company.
Item #14: Permission to members of the Board of Directors and Company directors for participating in the Boards or management teams of subsidiaries and associated companies, according to paragraph 1 of article 98 of Law 4548/2018
The Assembly granted permission, with 114,983,609 votes cast in favour (100% of participating voting rights), to members of the Board of Directors and Company directors for participating in the Boards or management teams of subsidiaries and associated companies.
Item #15: Approval of participation of the Company in other companies and joint ventures
The Assembly approved, with 114,983,609 votes cast in favour (100% of participating voting rights), the participation of the Company in other companies and joint ventures incorporated in 2023.
Item #16: Other announcements
Board Chairman Mr Christos Joannou informed investors regarding the Group’s operations and prospects.
Marousi, June 13, 2024
The Board of Directors