FRIGOGLASS S.A.I.C.
2011 ANNUAL GENERAL MEETING
Draft of proposed resolutions on the items of the Agenda in accordance with article 27 par. 3 of the codified law 2190/1920
1) Submission of the Management Report by the Board of Directors and of the Audit Certificate of the Company’s Chartered Auditor-Accountant on the Company’s Financial Statements and activities for the fiscal year 2010 (1.1.2010 – 31.12.2010).
2) Submission and approval of the Company’s annual Financial Statements for the fiscal year 2010 (1.1.2010 - 31.12.2010), including the respective Board of Directors’ Report and the Audit Certificate of the Company’s Chartered AuditorAccountant.
3) Release of the members of the Board of Directors and of the Auditors of the Company from any liability for their activity during the fiscal year ended on 31.12.2010. It is proposed to discharge them from any liability for said fiscal year.
4) Approval of the remuneration of the members of the Board of Directors for their participation in the meetings of the Board of Directors and their services to the Company for the fiscal year 2010 (1.1.2010 - 31.12.2010) and pre-approval of their remuneration for the fiscal year 2011 (1.1.2011 - 31.12.2011).
The Annual General Meeting of the year 2010 had pre-approved the remuneration payable to the members of the Board of Directors for their participation in the Board’s meetings and Committees, as well as the remuneration payable to the managing director Mr. Petros Diamantides in relation to the services provided to the Company, up to the amount of Euro 800.000 including costs and expenses. From the aforementioned amount, the amount of Euro 519.705,54 was actually paid in the fiscal year 2010 to the above mentioned persons.
It is proposed that the shareholders approve the above mentioned payment which was made during the fiscal year 2010, and pre-approve an amount up to Euro 800.000 as remuneration for the members of the Board of Directors for their participation in the Board’s meetings and Committees and as remuneration payable to the managing director Mr. Petros Diamantides for the provision of services to the Company during the fiscal year 2011, including costs and expenses.
5) Election of Statutory Auditors for the fiscal year 2011 (1.1.2011 - 31.12.2011) and determination of their remuneration.
It is proposed to elect the auditing firm PricewaterhouseCoopers as statutory auditors for the fiscal year 2011 (1.1.2011 – 31.12.2011) and to authorize the Company’s Board of Directors to negotiate and determine their fees.
6) Amendment of article 2 of the Articles of Association regarding the purpose of the Company. It is proposed to amend the Company’s Articles of Association by adding to the article referring to the purposes of the Company the glass manufacturing business in which the Company also engages.
Following the above mentioned amendment article 2 of the Articles of Association shall have as follows:
Article 2
The purposes of the Company are:
1. The production, import, sale, export, trading and distribution of coolers, freezers, freezing systems, plastic and glass products, as well as relevant or similar products or spare parts.
2. The lawful granting by the Company of any kind of guarantees to persons or legal entities with which the company has or maintains commercial or financial relations, or transactions for the fulfillment of its above purposes.
3. The provision to its subsidiaries and affiliate companies of administrative and other services related to the principal object of the company.
4.
(a)
In pursuing its purposes the Company may:
Participate in any company of any type whatsoever having the same or similar purpose;
(b)
Cooperate in any way with any individual or legal entity;
(c)
Establish anywhere branches, or agencies; and
(d)
Represent in Greece any firm Greek or foreign with the same or similar purpose.
7) Determination of independent members of the Board of Directors, according to Law 3016/2002.
It is proposed to that Mr. Ioannis Androutsopoulos is appointed as an independent nonexecutive member in compliance with the provisions of Law 3016/2002.
Therefore according to the Law 3016/2002, the members of the Board of Directors shall be as follows:
1. Haralambos David of Georgios, Non-executive member 2. Ioannis Androutsopoulos of Constantine, Independent Non-executive member 3. Petros Diamantides of Cyprou, Executive member 4. Loukas Komis of Dimitrios, Non-executive member 5. Evangelos Kaloussis of Ioannis, Independent Non-executive member 6. Christodoulos – Robert Leventis of Charalampos – Kritonas, Non-executive member 7. Alexandra Papalexopoulos of Theodoros, Independent Non-executive member 8. Victor Pizante of Andreas, Independent Non-Executive member 9. Vasileios Fourlis of Stylianos, Independent Non-executive member
8-11) Items 8 – 11 relate to the increase and decrease of the Company’s share capital aiming to the return of the amount of the capital reduction to the Company’s shareholders in cash and to the distribution of bonus shares to the shareholders, as well as to the relevant amendment of article 3 of the Articles of Association.
In particular: 1) It is proposed that the Company’s share capital currently amounting to Euro 12,108,790.50 is increased by the amount of Euro 6,500,000 through the capitalization of the reserves of the “Share premium account” and the “Tax-free reserves under special laws” as follows: a) by the amount of Euro 1,526,236.33 through the capitalization of the amounts deriving from the special reserves of the “Share premium account”, and b) by the amount of Euro 4,973,763.67 through the capitalization of the amounts deriving from the “Tax-free reserves under special laws”. In particular, the amounts to be capitalized derive from the following tax-free reserves: Tax-free reserves of the Law 1828/89 – 2000: 1,305,942.77 Tax-free reserves of the Law 1828/89 – 1995: 1,995,597.95 Tax-free reserves of the Law 1828/89 – 1996: 1,511,371.97 Tax-free reserves of the Law 1828/89 – 1999:
160,850.98
The above mentioned increase is proposed to take place through the increase of the nominal value of each share by Euro 0.161 per share, i.e. from Euro 0.30 to Euro 0.461 per share. Following the completion of the aforementioned increase, the Company’s share capital shall amount to Euro 18,608,790.50 and the result of the increase shall be registered to the Company’s books as follows: a) the increase through the capitalization of the special reserves of the “Share premium account” shall be registered with the account 40.00.00.00 and b) the increase through the capitalization of the tax-free reserves shall be registered with the account 40.00.00.01. 2) Thereafter, it is proposed that the Company’s share capital is decreased by the amount of Euro 6,500,000. Said decrease shall take place by decreasing the nominal value of the Company’s share by Euro 0.161 per share, i.e. from Euro 0.461 to Euro 0.30 per share and through the return of the amount that will result from the decrease
to the Company’s shareholders in cash. It is noted that the decrease of the Company’s share capital shall take place from the existing capital of the company and not from the amounts capitalized through the reserves mentioned above. Following the above mentioned proposed share capital decrease, the company’s share capital shall amount to Euro 12,108,790.50 (which is analyzed in the account 40.00.00.00 Euro 7,135,026.83 existing share capital and in the account 40.00.00.01 Euro 4,973,763.63 reserves) divided into 40,362,635 shares of a nominal value of Euro 0.30 each. 3) Furthermore, it is proposed to increase the company’s share capital by the amount of Euro 3,027,197.63 through the capitalization of the reserves of the accounts “Taxfree reserves under special laws” and the issuance of 10,090,659 new shares which shall be distributed to the shareholders as bonus shares with a ratio of one bonus free share for every four existing shares. In particular, it is proposed that the amounts to be capitalized derive from the below mentioned special tax-free reserves: Tax-free reserves of the Law 1828/89 – 1997: 2,858,596.94 Tax-free reserves of the Law 1828/89 – 1999: 168,600.69 Following the completion of the Company’s share capital increase, its share capital shall amount to Euro 15,135,988.13 divided into 50,453,294 shares of a nominal value of Euro 0.30 each and the result of the increase shall be registered in the books of the Company in the account 40.00.00.01.
4) Following the above, it is proposed to amend paragraph 1 of article 3 of the Company’s Articles of Association regarding the share capital by adding the following paragraphs at the end of paragraph 1 and to codify the Articles of Association: “By virtue of the resolution of the Shareholders’ Annual General Meeting dated May 31st 2011, the Company’s share capital was increased by an amount of Euro six million and five hundred thousand (6,500,000 €) through the capitalization of part of the special reserve accounts “Share premium account” and the “Tax-free reserves under special laws”, through the increase of the nominal value of each share by one hundred and sixty one cents (0.161 €), i.e from thirty cents (0.30 €) to four hundred and sixty one cents ( 0.461 €). Following the above increase, the Company’s share capital amounts to Euro eighteen million six hundred eight thousand seven hundred ninety and fifty cents
(18,608,790.50), divided into forty million three hundred sixty two six hundred and thirty five (40,362,635) shares of a nominal value of four hundred and sixty one cents ( 0.461 €) each.
By virtue of the same as above resolution of the Shareholders’ Annual General Meeting, the Company’s share capital was decreased by an amount of Euro six million and five hundred thousand (6.500.000 €) through the decrease of the nominal value of each share by the amount of one hundred and sixty one cents (0.161 €), i.e. from four hundred and sixty one cents ( 0.461 €) to thirty cents (0.30 €) and the return of the amount of the share capital decrease to the company’s shareholders in cash. Following the above decrease, the Company’s share capital amounts to Euro twelve million one hundred eight thousand seven hundred ninety and fifty cents (12,108,790.50), divided into forty million three hundred sixty two six hundred and thirty five (40,362,635) shares of a nominal value of thirty cents (0.30 €) each.
By virtue of the same as above resolution of the Shareholders’ Annual General Meeting, the Company’s share capital was increased by an amount of Euro three million twenty seven thousand one hundred ninety seven and sixty three cents (3,027,197.63 €) through the capitalization of part of the special reserve accounts “Tax-free reserves under special laws” and the issuance of ten million ninety thousand six hundred and fifty nine (10,090,659) new shares of a nominal value of thirty cents (0.30 €) each. Following the above increase, the Company’s share capital amounts to Euro fifteen million one hundred thirty five thousand nine hundred eighty eight and thirteen cents (15,135,988.13), divided into fifty million four hundred fifty three two hundred and ninety four (50,453,294) shares of a nominal value of thirty cents (0.30 €) each.”
12) Amendment of the existing stock option plans established for the benefit of the Board members and the employees of the Company and its affiliates, according to paragraph 13 of article 13 of the Law 2190/20 and granting of respective authorizations to the Board of Directors according to paragraph 14 of the above article.
It is proposed that the terms relating to the duration of the stock option plans mentioned below are amended so that the maturity date is extended by 4/7 years as follows:
A) In relation to two out of the three Stock option plans that were adopted by the Annual General Meeting of the year 2007:
a) it is proposed that the maturity date of the 91,013 stock options (having an exercise price of Euro 17.50 each) is extended by 4/7 years. In particular, it is proposed that the terms relating to the duration are amended as follows:
The beneficiaries shall be entitled to exercise their options up to a percentage of 1/3 of the options granted anytime following the day they were granted. Thereafter and following the first anniversary of the above mentioned meeting of the Board of Directors, they shall be entitled to exercise their rights up to an additional percentage of 1/3 of the total options that are granted irrespective of whether they have exercised their options for the previous 1/3. Finally, following the second anniversary of the above mentioned meeting of the Board of Directors and until 17th December that follows the ninth (2016) or twelfth (2019) anniversary of the above mentioned meeting of the Board of Directors, they shall be entitled to exercise their options for any number of shares that have been granted to them and have not yet been exercised.
b) it is proposed that the maturity date of the 100,000 options is extended by 4/7 years. In particular, it is proposed that the terms regarding the duration are amended as follows:
The beneficiaries shall be entitled to exercise their options up to a percentage of 1/3 of the options granted anytime following the day they were granted. Thereafter and following the first anniversary of the above mentioned meeting of the Board of Directors, they shall be entitled to exercise their rights up to an additional percentage of 1/3 of the total options that are granted irrespective of whether they have exercised their options for the previous 1/3. Finally, following the second anniversary of the above mentioned meeting of the Board of Directors and until 17th December that follows the ninth (2017) or twelfth (2020) anniversary of the above mentioned meeting of the Board of Directors, they shall be entitled to exercise
their options for any number of shares that have been granted to them and have not yet been exercised.
B) In relation to the Stock option plan that was adopted by the Annual General Meeting of the year 2009:
It is proposed that the maturity date of the 500,000 options is extended by 4/7 years.
In particular it is proposed that the terms regarding the duration are amended as follows:
The beneficiaries shall be able to exercise their option: - For the first 1/3 of the total options anytime following the day they are granted and until 31.12.2018/2021. - For the following 1/3 of the above mentioned options at any time from 1.1.2010 and until 31.12.2018/2021. - For the last 1/3 of the above mentioned options at any time from 1.1.2011 and until 31.12.2018/2021.
C) In relation to the Stock option plans that were adopted by the Annual General Meeting of the year 2010:
It is proposed that the maturity date of the 600,000 options is extended by 4/7 years.
In particular it is proposed that the terms regarding the duration are amended as follows:
(a) The first 200,000 options shall be granted by the Board of Directors starting from tomorrow and the beneficiaries shall be entitled to exercise their options as follows:
- For the first 1/3 of the above mentioned options anytime following the day they are granted and until 31.12.2019/2022. - For the following 1/3 of the above mentioned options at any time from 1.1.2011 and until 31.12.2019/2022.
- For the last 1/3 of the above mentioned options at any time from 1.1.2012 and until 31.12.2019/2022.
(b) The following 200,000 options shall be granted by the Board of Directors after 1.1.2011 and the beneficiaries shall be entitled to exercise their options as follows:
- For the first 1/3 of the above mentioned options anytime following the day they are granted and until 31.12.2020/2023. - For the following 1/3 of the above mentioned options at any time from 1.1.2011 and until 31.12.2020/2023. - For the last 1/3 of the above mentioned options at any time from 1.1.2012 and until 31.12.2020/2023.
(c) The last 200,000 options shall be granted by the Board of Directors after 1.1.2011 and the beneficiaries shall be entitled to exercise their options as follows:
- For the first 1/3 of the above mentioned options anytime following the day they are granted and until 31.12.2021/2024. - For the following 1/3 of the above mentioned options at any time from 1.1.2013 and until 31.12.2021/2024. - For the last 1/3 of the above mentioned options at any time from 1.1.2014 and until 31.12.2021/2024.
* The proposal for the yellow highlighted parts has not yet been finalized.