Today, the 7th of June 2023, 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 56,49% of the share capital was represented, that means that the shareholders and their representatives, who represent 9.671.687 shares and 9.671.687 votes, were present:
1. Unanimously approved by a vote of 9.671.687, ie 56,49% 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 2022 (from 1.1.2022 to 31.12.2022), after hearing and approving the relevant Board of Directors’ Reports and the Certified Auditor's Report. Unanimously approved by a vote of 9.671.687, ie 56,49% of the share capital, the not distribution of dividends to the shareholders, taking into account the decision to be taken on the 6th item of the present agenda. From the profits of the year will be formed a regular reserve of €94,061.53. The Chairman of the Audit Committee submitted and presented to shareholders the Audit Committee's 2022 Audit Report.
2. Unanimously approved, by a vote of 9.671.687, ie 56,49% of the share capital, the overall management of the Board of Directors for the corporate year ended on 31.12.2022 and unanimously, by a vote of 9.671.687, ie 56,49% of the share capital, the Certified Auditors - Accountants were discharged from all compensation liabilities deriving from the exercise of their duties for fiscal yeαr 2022 (01.01.2022-31.12.2022) αs well as for the Annual Financial Statements.
3. The company "BDO Auditors Accountants SA" with registration number ELTE:173, namely Andriana Lavazou, with registration number ELTE: 2657, with registration number SOEL:45891 and VAT number: 300190488 as regular Auditor – Accountant and Andreas Konstantinou, with registration number ELTE: 1439, with registration number SOEL:30441 and VAT number: 106872098 as 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 2023 (from 1.1.2032 to 31.12.2023) were unanimously elected by a vote of 9.671.687, ie 56,49% of the share capital.
4. The remuneration report for the fiscal year 2022 was discussed and unanimously approved as a consultancy, by a vote of 9.671.687, ie 56,49% of the share capital.
5. Unanimously approved, by a vote of 9.640.687, ie 56,49% of the share capital, an advance payment remunerations to the members of the Board of Directors of the Company for the financial year 2023 until the next Annual Ordinary General Meeting, total amount up to 200.000 euros. Unanimously approved, by a vote of 9.640.687, ie 56,49% 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 2022 total amount of 152.525,00 euros.
6. Approved unanimously, by a vote of 9.671.687, ie 56,49% of the share capital, the increase of the share capital of the Company by 2.054.433,60€, by increasing the face value of each share by 0,12 euros with capitalization of the reserves “difference from the issue of shares above par” and unanimously approved the decrease the share capital of the Company by the same amount (2.054.433,60€) by decreasing the face value of each share by 0,12 euros, in order to return the capital with cash to the shareholders. Furthermore, the Annual General Meeting provided the authorization to the Board of Directors to settle all questions of procedure for the execution and implementation of this decision on the increase and reduction of the share capital. Approved unanimously, by a vote of 9.671.687, ie 56,49% of the share capital, the amendment to Article 5 of the Articles of Association of the Company, in accordance with the above mentioned decision as follows:
“SHARE CAPITAL – STOCKS
Upon a decision of the Ordinary General Assembly of 7.6.2023, the company’s share capital was increased by 2.054.433,60 Euros through the increase of the nominal value of each share by 0,12 Euros with the capitalization of the reserve funds “balance from the issue of shares premium” and following that it was decreased by an equal amount, by 2.054.433,60 Euros through a decrease of the nominal value of each share by 0,12 Euros, aiming at the return of a capital in cash to the shareholders.
Therefore, after the above-mentioned increase and the decrease of an equal amount, the share capital remains at the amount of 16.093.063,20 Euros, divided into 17.120.280 common registered shares of nominal value 0,94 Euros each”.
7. Unanimously approved, by a vote of 9.671.687, ie 56,49% of the share capital, the amendment of Article 4 of the Company's Articles of Association as follows:
The company’s objects are:
a) The holding of roller mill and in general of industrial and commercial undertakings reducible to flour industry, cereals, manufacture of animal feed, agricultural products in general, and foodstuffs and agricultural supplies, fertilizers etc.
b) The production, purchase and resale, import, export and generally the distribution and marketing of cereal products or other land products, agricultural products and foodstuffs in general and agricultural supplies, fertilizers etc.
c) The manufacture or purchase and holding by any way of facilities and means of storage, packaging and distribution of the aforesaid products and the operation of transport means of such products owned by the company or third parties.
d) The provision of all types of services, intermediary or other, in the course of trade and generally the movement of the aforesaid products.
e) The production, marketing, processing, holding, working, preservation, handling of all foodstuffs, raw materials of which are such products are manufactured, or of derived products thereof and the pursuit of any relevant activity.
f) The manufacture and trading of machinery for production and processing of kataifi pastry sheet, bakery wares, confectionary and food and all kinds of machinery and equipment.
g) The transaction of imports and exports with regard to the above or related items, raw materials and derivatives or by-products or packaging, maintenance or handling movement materials thereof.
h) The provision of know-how and consultancy services in the field of food,
i) The generation and trading of electricity.
j) The holding of car-parking facilities and provision of car-washer services and other motor operation services
k) The provision of vocational education and training services and the organization of educational seminars, programs and courses related to the food sector.
l) A Museum’s operation and the organization of presentations, exhibitions, lectures and cultural events with respect to the cycle “wheat - flour - bread”.
m) The undertaking of shipping works, loading and unloading, transport, transit, storage and distribution of goods and products, for its own account or on behalf of third parties, using its own means or with the means of third parties, as well as the provision of port facilities to third parties.
n) The operation and utilization of tax warehouses or areas of customs regimes in Company’s owned or leased or granted real estate.
o) The undertaking of any type of transport of goods by land, sea and air with means of transport owned by the Company or leased (lease of a specific project and/or time, long-term lease, etc.) or chartered by third parties (ships).
p) The provision of services related to all types of customs clearance, import, export, storage, packaging and shipping of products, the transshipment of cargo to other ships and the management of cargo in transit and, in general, any required action related to the transport and transit trade of products.
q) The exercise of maritime agency business of any type and nature cargo and passenger ferries under Greek or foreign flag that sail to and from any Port of Greece.
To achieve its objectives the Company may:
1) Establish other enterprises and resident and non-resident companies having the same or similar purpose applying the purposes of the Company or participate and cooperate in any appropriate way with similar companies or undertakings.
2) Participate in any resident or non-resident company and business in general, either totally or partially covering its capital or acquiring shares or units therein or otherwise.
3) Represent any resident or non-resident undertakings pursuing the same or similar objectives or products thereof.
4) Establish branches, agencies or offices anywhere.
5) Produce, purchase, sell or operate immovable property, machinery, vehicles of any kind and generally any kind of movable and immovable assets offered to fulfill the purposes of the Company.
6) Realize through appropriate investments all the aforementioned purposes and activities.
7) Provide guarantees for third-natural or legal persons, as long as it falls into the interest of the Company
8) Establish institutions, associations or civil non-profit companies».
Following the above amendments (items 6 and 7), the Articles of Association are codified in a single text.
8. Both Board of Directors members and Company’s Directors were unanimously authorized by a vote of 9.671.687, ie 56,49% 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.
9. 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.