It is announced that during the Ordinary General Meeting of the shareholders of the company that met on 30 June 2021, at Theoxenia Palace Hotel, 2, Philadelpheos Str. Kifissia, at 12:00 pm, shareholders were present or represented, holders of 87.138.868 shares in a total of 114,320,400 shares, corresponding to a percentage of 76,22 % of the share capital. The decisions taken unanimously and by general vote are as follows:
- Approval of the annual Financial Statements for the financial year 01.01 - 31.12.2020, in accordance with the International Accounting Standards, as well as the relevant reports of the Board of Directors and the Certified Auditor - Accountant. (in favor 100% of those present – against 0%).
- Approval of the non-distribution of dividend profits to the shareholders fpr the financial year 01.01 - 31.12.2020. (in favor 100% of those present – against 0%).
- Approval of the Company’s overall management, according to article 108 of Law 4548/2018, as in force, and the exemption of the Company's Certified Auditors from any liability for compensation for the corporate year 01.01.2020-31.12.2020, according to article 117, par. 1c of Law 4548.2018, as in force. (in favor 100% of those present – against 0%).
- Approval of the election of a regular and an alternate Certified Auditor - Accountant for the audit of the Financial Statements of the corporate year 01.01 - 31.12.2021. (in favor 100% of those present – against 0%).
- Approval of granting permission to the members of the Board of Directors to participate in the Boards of Directors and manage boards of other companies with competitive or non-competitive purposes to those of the Company according to Law 4548/2018. (in favor 100% of those present – against 0%).
- Approval of the Remuneration Report of article 112 of Law 4548/2018 (for the paid fees for the corporate year 01.01.2020 - 31.12.2020). (in favor 96,77% of those present – against 3,23%).
- Pre-approval of remuneration and compensation of the Board of Directors for the corporate year 01.01.2021–31.12.2021, (in favor 96,77% of those present – against 3,23%).
- Approval of the Company’s Suitability Policy for the members of the Board of Directors and Executives according to article 3, par. 3 of Law 4706/2020, according to article 3, par. 3 of Law 4706/2020. (in favor 100% of those present – against 0%).
- Election of a new Board of Directors and appointment of executive, non-executive and independent non-executive members. More specifically, the General Meeting approved the Board of Directors with a five-year term until the 2026 annual Ordinary General Meeting as follows:
Full name |
Position |
Evangelos Chaidas |
Chairman of the Board & CEO - Executive Member |
Ioulia Chaida |
Deputy Chief Executive Officer - Executive Member |
Peristeris Katsikakis |
Executive member |
Anastasia Chaida |
Vice Chairman- Non-Executive Member |
Andreas Koutoupis |
Independent Non-Executive Member |
Angeliki Meindani |
Independent Non-Executive Member |
Lydia Chaida |
Non-Executive Member |
Regarding the election of Mrs. Angeliki Meintanis and Mr. Andreas Koutoupis, Independent Non-Executive Members of the Board of Directors, meet in their person all the conditions of independence of article 9 of Law 4706/2020, and has no shareholder or other relationship with the Company
(in favor 96.77 of those present – against 3.23%)
- Determining the composition of the Audit Committee, according to article 44 of Law 4449/2017. More specifically, the General Meeting decided the election of Messrs. Andreas G. Koutoupi, Angeliki Meindani and Vassilis Petinis as members of the Audit Committee, as they have sufficient knowledge in the field in which the Company operates, and are independent of the Company within the meaning of the provisions of article 9 of 4706/2020, and has no shares or any other relationship with the Company.
The General Meeting held on 30/06/2021 decided to redefine the Audit Committee in accordance with the provisions of article 44 of Law 4449/2017 and to determine the type, composition (number of members and capacity) and term of office of the Committee in accordance with the provisions of article 74 par. 4b of Law 4706/2020.
- I) The Audit Committee will comprise of three members in accordance with the provisions of article 44 of Law 4449/2017, which will be an independent committee of the Board of Directors, consisting of an independent person outside the Company and two independent non-executive members of the Board of Directors, within the meaning of the provisions of Article 9 of Law 4706/2020.
- II) The term of the Audit Committee will coincide with the term of the Company’s Board of Directors, which expires in 30/6/2026 and is automatically extended until the annual Ordinary General Meeting of 2026.
III) The Chairman of the Audit Committee will be appointed by the members of the Committee.
The General Meeting, after concluding that all the conditions for independence set by Law 4706/2020 are met, elected them as members of their Audit Committee:
Vassilis Petinis is independent from (outside) the Company, an expert in the sector in which the Company operates, he has collaborated with companies in the raw material mining sector in the context of the provision of due diligence services regarding financial issues as well as valuations, while he has conducted business planning and valuation studies of marble mining companies and therefore understands the key points regarding the operation of these companies. As part of his studies at NTUA, he has attended courses related to marble and aggregate technology. Furthermore, being a member of the Audit Committee of IKTINOS since February 2020, he has sufficient knowledge of the industry and how the company operates technically, commercially and financially. Vassilis Petinis meets the independence criteria provided in article 9 of Law 4706/2020 and has no share or other relationship with the Company.
Angeliki Meindani is an Independent Non-Executive Member of the Company’s Board of Directors, who has sufficient knowledge in the sector in which the Company operates, given her long experience as a supervising engineer and safety technician in companies in the sector and is independent of the Company within the meaning of the provisions of article 9 of Law 4706/2020 and has no share or other relationship with the Company.
Andreas Koutoupis is an Independent Non-Executive Member of the Company’s Board of Directors, as he has sufficient knowledge in the sector in which the Company operates, given his long experience as Senior Manager in an auditing company and is independent of the Company within the meaning of Article 9 of Law 4706/2020 and has no shares or other relationship with the Company.
(in favor 96.77 of those present – against 3.23%)
- Update by the Chairman of the Audit Committee to the shareholders about the activities of the Committee during the corporate year 2020 and submission of the annual report of the Committee’s activities, according to article 44 par. 1i of Law 4449/2017. (in favor 100% of those present – against 0%).
- Other Announcements.
- The sales of the parent company in the first 5 months of 2021 amount to 15.2 million euro while the corresponding amount during the respective first 5 months of 2020 was 11.1 million euro. In other words, there was an increase of 4.1 million and at a rate of 30%.
- Earnings before interest, taxes, depreciation, and amortization (EBITDA) of the parent company for the first 5 months of 2021, amounted to 5 million euro while the corresponding amount during the first 5 months of 2020 was 2.3 million euro, showing an increase of 2.7 million euro and at a rate of 107%.
- Based on the aforementioned and our provision for the second half of 2021, we are optimistic about the return to pre-pandemic figures. With the progress of vaccinations, we will be able to return to normality and proceed with the implementation of our plans that were suspended due to the unprecedented health situation.
- More than 96% of our sales are directed to overseas markets, while almost 60% of our production is directed to China. China, which was at the center of the pandemic at the beginning of 2020, soon recovered, finding its pace towards the end of last year. However, the USA, Arab Gulf countries, South America and Europe have a significant share in our sales. It now appears that there will be an immediate improvement worldwide as major foreign projects that have been on hold due to the pandemic appear to be coming back to the forefront and things are moving forward, which makes us be hopeful for the future.