EXTRACT OF MINUTES

OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS OF "MARFIN INVESTMENT GROUP HOLDINGS SOCIÉTÉ ANONYME" HELD, UPON POSTPONEMENT, ON 4.9.2020

In Kifissia, Attiki, at the conference room of the premises of "SINGULARLOGIC INFORMATION TECHNOLOGY AND SOFTWARE APPLICATIONS S.A.» at 3 Achaias street and Trizinias, ground floor, today, on Friday, September 4th, 2020, at 13:00, the shareholders of the company under the corporate name "MARFIN INVESTMENT GROUP HOLDINGS SOCIÉTÉ ANONYME" (hereinafter "MIG" or "the Company") held, upon postponement (from 21.8.2020), an Annual General Meeting, upon notice of the Board of Directors dated 31.7.2020, for discussion and passing of resolutions on the following Agenda items:

[…]

Further to that, the interim Chairman of the General Meeting Mr. Throuvalas proposed himself to be appointed as definitive Chairman and Mr. Karatzenis as Secretary, acting also as vote collector, and the General Meeting unanimously approved their appointment.

[…]

After check, it was ascertained that all procedures provided under the Law and the Company's Articles of Association for the convocation and lawful constitution of the General Meeting were complied with. Furthermore, it was ascertained that the shareholders attending the General Meeting represented 37.99% of the paid-up share capital, i.e. a percentage higher than 1/5 of the paid-up share capital required for passing resolutions on all Agenda items, as to be submitted to the General Meeting for voting, in accordance with Law (article 130 of Law 4548/2018) and the Articles of Association of the Company (article 14 thereof).

[…]

Following the above, the General Meeting proceeded to discussion and passing of resolutions on the Agenda items:

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6th item: Ratification of the nature of Audit Committee, the term, the number and the capacities of its members according to article 44 of Law 4449/2017, as amended by article 74 of Law 4706/2020.

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Mr. Throuvalas reminded the General Meeting that the Annual General Meeting of the Company's Shareholders held on 30.5.2019 approved the election of a 3-member Audit Committee, as committee of the Board of Directors, consisting of the Independent Non-Executive Members of the Board of Directors Mssrs. George Lassados and Petros Katsoulas and the Non-Executive Member of the Board of Directors Mr. George Efstratiadis. The aforementioned General Meeting ascertained that all the above members have sufficient knowledge of the sector in which the Company operates on one hand, and in auditing and accounting on the other, according to article 44 para. 1 of Law 4449/2017. Finally, the General Meeting was informed that, according to the updated Internal Regulation of the Audit Committee, the term of the Committee corresponds to that of the Board of the Directors. By decision dated 27.6.2019 of the Audit Committee Mr. George Lassados was elected as its Chairman.

Mr. Throuvalas mentioned that, in view of the new law regarding corporate governance of sociétés anonymes, namely article 74 para. 4 of Law 4706/2020, which replaced article 44 para. 1 of Law 4449/2017 with effect as of 17.7.2020, it is proposed that the General Meeting ratifies:

  1. The nature of the Audit Committee as committee of the Board of Directors,
  2. The term of the Audit Committee as corresponding to that of the Board of Directors,
  3. The numbers of its members as three (3) and
  4. The capacities of the members of the Committee as are today, that is, the Committee will consist of three (3) non-executive members of the Board of Directors, two (2) of which must be independent from the Company.

At this point, Mr. Throuvalas reminded the shareholders that articles 1-24 of the new Law 4706/2020 regarding corporate governance of sociétés anonymes would come into effect on 17.7.2021 (unless otherwise provided for in any particular provision), according to the transitional provision of article 92 para. 3 of said law, and added that the Company would proceed to all necessary actions for timely compliance to the new legislative framework.

Further to that, the General Meeting decided to ratify the nature, the term, the number and the capacities of the members of the Audit Committee as explicitly described in the above proposal.

The relevant decision was passed as follows:

For: 352,935,887 votes corresponding to 98.89% of the represented share capital.

Against: 0 votes.

Abstain: 3,965,610 votes corresponding to 1.11% of the represented share capital.

[…]

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Following the above, and there being no further business to come before the Meeting, same was adjourned.

THE CHAIRMAN

THE SECRETARY

___________________

___________________

Panagiotis Throuvalas

Fotios Karatzenis

True extract from the Minute Book

of the General Meeting of the Company's Shareholders

Athens, 24.9.2020

For the Company

______________________

Fotios Karatzenis

Legal Counsel

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Marfin Investment Group SA Holdings published this content on 24 September 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 25 September 2020 12:39:03 UTC