PROPOSALS OF THE BOARD OF DIRECTORS FOR DECISIONS UPON ALL ISSUES OF THE AGENDA OF THE ORDINARY GENERAL ASSEMBLY OF 25 JUNE 2012
ISSUE 1st and 2nd : Submission and hearing of the Board of Directors and the Chartered Auditor’s reports concerning the Annual Financial Report of the period 01.01.2011 to 31.12.2011, for the company and the Group. Submission and approval of the Annual Financial Report of the period 01.01.2011 to 31.12.2011 for the company and the Group together with the report prepared by the Chartered Auditor.
The Board of Directors recommends the approval of the Annual Financial Report of the company and the Group for the period 1.1.2011 to 31.12.2011 and the Auditor’s report as submitted to the statutory form of publicity and posted on the website.
ISSUE 3rd: Discharge of the members of the Board of Directors and of the Chartered Auditor from any liability for compensation deriving from the Annual Financial Report and from the administration and management in general for the period 01.01.2011 to 31.12.2011.
It is proposed the discharge of the members of the Board of Directors and of the Chartered Auditor from any liability for compensation deriving from the Annual Financial Report and the administration and management in general of fiscal season 2011.
ISSUE 4th: Election of Chartered Auditors (ordinary/deputy) for the period 1 January till 31 December 2012 and arrangement of their fees.
The Board of Directors proposes as auditor for the year 1.1.2012 to 31.12.2012 the auditing firm “Associated Certified Public Accountants S.A” (SOEL Reg. Number 125). The audit fee for the year 2012 will be determined by decision of the Board of Directors in accordance with auditing data. It is also proposed the approval of the fee paid to the auditing firm “Associated Certified Public Accountants S.A” for auditing the financial statements for the year 2011.
ISSUE 5th: Approval of the profits distribution.
The Board of Directors proposes no dividend distribution to the shareholders and the disposal of net profits of the company equal to the amount of 100.457 € to be transferred in the account of retained earnings.
ISSUE 6th: Approval of the remuneration and expenses paid to the members of the Board of Directors and fixing of their relevant future remuneration and expenses.
The Board of Directors proposes the approval of the fee paid equal to 16.955,49 € for season 2011 in the member of the Board Mr.Alexandros Foukas for his services as an executive officer of the company and recommend the payment of remuneration to Mr. Alexandros Foukas 1.205,72 € per month, from January 1st, 2012 onwards for these services (1.205,72 € x 14 annually = 16,880, 08 €). Further, it is proposed the approval of the paid expenses to the members of the Board of Directors for travel, movement and entertainment in general as well as the use of company cars by members of the Board of Directors during fiscal season 2011 and to authorize and approve the payment of costs of travel, movement, residence, various entertainment expenses, etc. for all members of the Board of Directors, if acting on the company’s affairs, as well as the use of company cars by members of the Board of Directors during the current year.
ISSUE 7th : Participation of the company in the increase of the share capital of the Group’s company “K. & G. Mediterranean Marinas Management S.A.” by contribution in kind of the company’s equity participations in various companies of marinas management and in particular to GOUVIA MARINA S.A, MARINA KALAMATAS TOURISM S.A., LEFKAS MARINA S.A. and ZEA MARINA S.A.
The Board of Directors proposes the approval of General Assembly of the participation in the increase of the share capital of the Group’s company “K. & G. Mediterranean Marinas Management S.A.”, by contribution in kind and specifically with the contribution of the shares that holds in various companies of marinas management and in particular to: a. GOUVIA MARINA S.A. which holds the percentage of 50,58% or 945.400 shares, b. MARINA KALAMATAS TOURISM S.A. which holds the percentage of 60,00% or 120.000 shares, c. LEFKAS MARINA S.A. which holds the percentage of 26,64% or 1.079.000 shares and d. ZEA MARINA S.A. which holds the percentage of 22,92% or 1.084.648 shares. The company’s Board of Directors believes that, given the specialization of the “K. & G. Mediterranean Marinas Management S.A.” in marina management, the expansion of its operations and the increase of the company’s percentage in it will be profitable for the company and a bigger range and strategic significance to the Group’s activities will be given. The assessment of the contributed equity participations of the company is carried out in accordance with Article 9, paragraph 4 of Codified Law 2190/1920 by two accountant auditors of audit firm FRS PROTYPOS AUDITING S.A. (Independent member of BKR INTERNATIONAL) and in particular, by Mr. Asterios I. Koufos (SOEL Reg. No. 13621) and Mr. Panos S. Kavellaris (SOEL Reg. No. 27991).
