Orphanides: AGM decisions – EGM approved replacement of regulations of Art. of Association
24/6/2011 9:02
A. Annual General Meeting
Orphanides Public Company Limited announces that the Annual General Meeting took place on Thursday, June 23, 2011 at 17.00 at Orphanides Mall in Nicosia. The AGM decided the following:
1. Financial statements
The AGM approved the final Audited results for the year ended December 31, 2010 as those have been approved by the external auditors of the Company, the Directors’ Report, the Auditors’ Report and the Corporate Governance Code.
2. Appointment of Board members
Pursuant to the Articles of Association and the provisions of the Corporate Governance Code, the AGM re-elected Messrs. Poly Kourousides, Marios Antoniades (Independent – Non-Executive) and Giorgos Hadjimichael (Non-Independent – Non-Executive) as Board members.
Messrs. Christos Orphanides, Christos Fylaktou, Simos Kyriakides, Ntinos Lefkaritis and Michalis Petsas continue to be Board members.
3. Remuneration of Board members
The remuneration of the Board members will remain the same as in 2010, i.e. €4,000 each and €70 per meeting attended.
4. Appointment of auditors
The AGM reappointed KPMG as auditors and authorized the Board of Directors to set their remuneration.
B. Extraordinary General Meeting
Prior to the AGM, an Extraordinary General Meeting approved unanimously the following resolutions, as proposed with the notification for the Extraordinary General Meeting dated April 19, 2011.
Special Resolution 1
That Regulation 128 of the Articles of Association be replaced by the following new Regulation 128:
“128. Copies of the documents that will be submitted to the General Meeting will be available to each member, holder of debit bonds and any other person entitled to it pursuant to Regulation 34, either in printed form or in electronic at a time no shorter than 21 days prior to the General Meeting. The notification will include a reference on the disposal of those documents.
It is noted that during the Annual General Meeting, the aforementioned copies will be available to the attendants and the Company will comply with its obligations for the publication of the required documents, pursuant to the provisions of the Law, either in the daily press or in its website or to any other competent supervisory authorities, as well as to any organized market, in which its shares or other titles of it have been listed”.
Special Resolution 2
That Regulation 132 of the Articles of Association be replaced by the following new Regulation 132:
“132. The notifications or any other document may be granted by the Company to a member as follows:
a) With its delivery in person to the registered address of the member, as seen in the Register, and it will be regarded as it has been given on delivery to the member or
b) With its dispatch via post to the registered address of the member, as seen in the Register, and the delivery will be regarded as it has been made at the expiry of the 24 hours after the dispatch of the letter that includes the notification and in any other case at the expiry of the ordinary time needed for the delivery of the letters via post, following a remark that the letter that includes the notification has been paid in advance and has been posted, or
c) Via a fax to a number that will be announced in writing by the member and will be registered in the Register. It will be regarded as it has been delivered at the time it was sent, or
d) Via an e-mail to the email address that will be announced in writing by the Member and it will be regarded as it has been delivered at the time it was sent, or
e) Via the internet to the Company’s website or the websites of one or more organized markets, in which the Company’s shares or other titles have been listed, or the website of the competent regulatory authority or the website that has been announced in writing to the member and will be regarded as it has been delivered at the time it became available on the web.
It is noted that each Member is obliged to inform the Company for any changes in the above data and the Company is not responsible to update any data of the member. It is noted that this Regulation will not be regarded as it imposes the dispatch of notification or other documents to any person whose address or information mentioned in the Regulations is unknown to the Company or more than one holder of shares or bonds of the Company”.
Special Resolution 3
That Regulation 134 of the Articles of Association be replaced by the following new Regulation 134:
“134. The notification to persons who acquire rights on a share due to the death or the bankruptcy of a Member may be given by the Company in any of the ways described in Regulation 132 addressing to them by name or with their status as representatives of the dead or as commissioners of the member who went bankrupt or with a similar description to the data (address, fax number, email etc) that have been announced for this purpose by the persons who claim that they are entitled to a notification, giving this notification in a way that could have been granted if there was no death or bankruptcy”.
Explanation: The aforementioned Special Resolutions 1,2 and 3 approved the replacement of the existing Regulations 128, 132 and 134 for the addition of the provision for the ability to dispatch or dispose the documents either in printed form or in electronic pursuant to the new provisions of the Companies’ Law Chapter 113.
Orphanides Public Company Limited announces that the Annual General Meeting took place on Thursday, June 23, 2011 at 17.00 at Orphanides Mall in Nicosia. The AGM decided the following:
1. Financial statements
The AGM approved the final Audited results for the year ended December 31, 2010 as those have been approved by the external auditors of the Company, the Directors’ Report, the Auditors’ Report and the Corporate Governance Code.
2. Appointment of Board members
Pursuant to the Articles of Association and the provisions of the Corporate Governance Code, the AGM re-elected Messrs. Poly Kourousides, Marios Antoniades (Independent – Non-Executive) and Giorgos Hadjimichael (Non-Independent – Non-Executive) as Board members.
Messrs. Christos Orphanides, Christos Fylaktou, Simos Kyriakides, Ntinos Lefkaritis and Michalis Petsas continue to be Board members.
3. Remuneration of Board members
The remuneration of the Board members will remain the same as in 2010, i.e. €4,000 each and €70 per meeting attended.
4. Appointment of auditors
The AGM reappointed KPMG as auditors and authorized the Board of Directors to set their remuneration.
B. Extraordinary General Meeting
Prior to the AGM, an Extraordinary General Meeting approved unanimously the following resolutions, as proposed with the notification for the Extraordinary General Meeting dated April 19, 2011.
Special Resolution 1
That Regulation 128 of the Articles of Association be replaced by the following new Regulation 128:
“128. Copies of the documents that will be submitted to the General Meeting will be available to each member, holder of debit bonds and any other person entitled to it pursuant to Regulation 34, either in printed form or in electronic at a time no shorter than 21 days prior to the General Meeting. The notification will include a reference on the disposal of those documents.
It is noted that during the Annual General Meeting, the aforementioned copies will be available to the attendants and the Company will comply with its obligations for the publication of the required documents, pursuant to the provisions of the Law, either in the daily press or in its website or to any other competent supervisory authorities, as well as to any organized market, in which its shares or other titles of it have been listed”.
Special Resolution 2
That Regulation 132 of the Articles of Association be replaced by the following new Regulation 132:
“132. The notifications or any other document may be granted by the Company to a member as follows:
a) With its delivery in person to the registered address of the member, as seen in the Register, and it will be regarded as it has been given on delivery to the member or
b) With its dispatch via post to the registered address of the member, as seen in the Register, and the delivery will be regarded as it has been made at the expiry of the 24 hours after the dispatch of the letter that includes the notification and in any other case at the expiry of the ordinary time needed for the delivery of the letters via post, following a remark that the letter that includes the notification has been paid in advance and has been posted, or
c) Via a fax to a number that will be announced in writing by the member and will be registered in the Register. It will be regarded as it has been delivered at the time it was sent, or
d) Via an e-mail to the email address that will be announced in writing by the Member and it will be regarded as it has been delivered at the time it was sent, or
e) Via the internet to the Company’s website or the websites of one or more organized markets, in which the Company’s shares or other titles have been listed, or the website of the competent regulatory authority or the website that has been announced in writing to the member and will be regarded as it has been delivered at the time it became available on the web.
It is noted that each Member is obliged to inform the Company for any changes in the above data and the Company is not responsible to update any data of the member. It is noted that this Regulation will not be regarded as it imposes the dispatch of notification or other documents to any person whose address or information mentioned in the Regulations is unknown to the Company or more than one holder of shares or bonds of the Company”.
Special Resolution 3
That Regulation 134 of the Articles of Association be replaced by the following new Regulation 134:
“134. The notification to persons who acquire rights on a share due to the death or the bankruptcy of a Member may be given by the Company in any of the ways described in Regulation 132 addressing to them by name or with their status as representatives of the dead or as commissioners of the member who went bankrupt or with a similar description to the data (address, fax number, email etc) that have been announced for this purpose by the persons who claim that they are entitled to a notification, giving this notification in a way that could have been granted if there was no death or bankruptcy”.
Explanation: The aforementioned Special Resolutions 1,2 and 3 approved the replacement of the existing Regulations 128, 132 and 134 for the addition of the provision for the ability to dispatch or dispose the documents either in printed form or in electronic pursuant to the new provisions of the Companies’ Law Chapter 113.
