QUEST HOLDINGS S.A. Resolutions of the Ordinary General Meeting of
«Quest Holdings Société Anonyme»
On 18/06/2021, the Ordinary General Meeting of the Shareholders of Quest Holdings SA was held. Thirty-five (35) Shareholders were present at the General Meeting, representing twenty-nine million thirty-five thousand eight hundred eighty-one (29,035,881) common registered shares with voting rights, i.e., 81.24%, out of a total of thirty-five million seven hundred forty thousand eight hundred ninety-six (35,740,896) shares of the Company.
The quorum required by the law and the Articles of Association (not taking into account the 54,664 equity shares held by the Company) was ascertained at the General Meeting and the Meeting resolved on all items of the Agenda, as follows:
Item 1
Submission for approval of the annual financial statements as at December 31, 2020 (Company financial statements and consolidated financial statements), in accordance with the International Financial Reporting Standards (IFRS), together with the Report of the Board of Directors and the Auditors' Report.
The annual financial statements as at 31 December 2020 (Company financial statements and consolidated financial statements) in accordance with the International Financial Reporting Standards (IFRS), together with the Report of the Board of Directors and the Auditors' Report, in accordance with Law 4548/2018, as such is in force were approved unanimously.
In favour: 29,035,881 votes, i.e., 81.24% of the share capital present.
Against: 0 votes.
Abstention: 0 votes.
Item 2
Approval of the overall management of the Board of Directors of the Company during the fiscal year 2020 and release of the members of the Board of Directors and the Certified Auditors from any liability for compensation for the activities during the fiscal year 2020.
The overall management of the Board of Directors of the Company during the fiscal year 2020, in accordance with article 108 of law 4548/2018, and the release of the members of the Board of Directors and the Certified Auditors from any liability for compensation for the activities during the fiscal year 2020 in accordance with article 117 of law 4548/2018 were approved unanimously.
In favour: 29,035,881 votes, i.e., 81.24% of the share capital present.
Against: 0 votes.
Abstention: 0 votes.
Item 3
Information from the Chairman of the Audit Committee to the shareholders about the activities of the Audit Committee during the fiscal year 2020
The Shareholders were informed in accordance with article 44, § 1i of Law 4449/2017, as such is in force, about the Annual Report of the Audit Committee for the corporate fiscal year 01.01.2020 - 31.12.2020.
Item 4
Approval of remuneration and compensation of the members of the Board of Directors for the fiscal year 2020 and advance payment of remuneration and compensation for the fiscal year 2021.
The remuneration and compensation paid to the members of the Board of Directors during the corporate fiscal year 2020 were approved in their entirety, with regard to their participation in meetings of the Board of Directors and in the Committees of the Board of Directors, in accordance with the specific provisions of article 109 of law 4548/2018 as such is in force.
The maximum amount of advance payments of remuneration and compensation paid to the members of the Board of Directors for their participation in the Board of Directors and in the Committees of the Board of Directors for the current fiscal year 2021 was further approved and the Board of Directors was authorized to set out the gross renumeration and compensation paid to each member of the Board of Directors for his/her participation in the Board of Directors and in the Committees of the Board of Directors.
In favour: 28,966,499 votes, i.e., 81.05% of the share capital present.
Against: 382 votes.
Abstention: 69.000 votes.
Item 5
Submission for discussion and voting by the General Meeting of the Remuneration Report of the members of the Board of Directors of the Company according to article 112 § 3 of Law 4548/2018.
Upon recommendation of the Remuneration Committee and following audit of the Remuneration Report by the Certified Auditors, the Remuneration Report of the members of the Board of Directors of the Company for the fiscal year 2020, in accordance with article 122 § 3 of law 4548/2018, was discussed and approved.
In favour: 28,966,499 votes, i.e., 81.05% of the share capital present.
Against: 382 votes.
Abstention: 69.000 votes.
Item 6
Approval of the amendment of the remuneration policy for the members of the Board of Directors
Upon recommendation of the Board of Directors and the Remuneration Committee of the Company, the proposed amendment of the remuneration policy approved by the General Meeting on 25-6-2019 for the members of the Board of Directors was approved, in accordance with the specific provisions of articles 110 and 111 of Law 4548 / 2018.
Furthermore, the Board of Directors was authorized to manage the remuneration policy, always in accordance with the relevant recommendations of the Remuneration Committee.
In favour: 29,035,499 votes, i.e., 81.24% of the present share capital.
Against: 382 votes.
Abstention: 0 votes.
Item 7
Election of an auditing company of Certified Auditors - Accountants for the audit of the financial statements and the audit for the issuance of the tax certificate for the fiscal year 1/1/2021 - 31/12/2021 and determination of its remuneration
The General Meeting approved the election of the société anonyme under the name KPMG Certified Auditors SA in order for it to carry out the regular audit of the Company financial statements and the consolidated financial statements for the year 1/1/2021-31/12/2021 and the tax compliance audit for the year 2021.
In favour: 28,814,839 votes, i.e., 80.62% of the present share capital.
Against: 221,042 votes.
Abstention: 0 votes.
Item 8
Approval of the distribution of a part of retained earnings of previous years amounting to 10,705,869.60 euros - Provision of authorization to the Board of Directors of the Company for the implementation of the resolution
The distribution of a part of retained earnings of previous years was approved unanimously, i.e., the sum of 10,705,869.60 euros out of a total sum of retained earnings amounting to 13,851,003.11 euros, which (total amount of retained earnings) relates to the fiscal years until 2019.
Furthermore, the Board of Directors of the Company was authorized to implement the resolution.
In favour: 29,035,881 votes, i.e., 81.24% of the share capital present.
Against: 0 votes.
Abstention: 0 votes.
Item 9
Approval of the suitability policy for the members of the Board of Directors
The suitability policy for the members of the Board of Directors drawn up, in accordance with article 3 of Law 4706/2020, Circular 60/2020 of the Hellenic Capital Market Commission, the Internal Regulations of the Company, the Greek Code of Corporate Governance and international best practices was unanimously approved.
Furthermore, the Board of Directors was authorised to manage the suitability policy for the members of the Board of Directors, always in accordance with the relevant recommendations of the Company's Nomination and Corporate Governance Committee.
In favour: 29,035,881 votes, i.e., 81.24% of the share capital present.
Against: 0 votes.
Abstention: 0 votes.
Item 10
Election of the new Board of Directors and appointment of its Independent members
A new 12-member (expansion of the composition of the Board by one member) Board of Directors was elected, upon recommendation of the Board of Directors and taking into account the recommendation of the Company's Nomination and Corporate Governance Committee, with a three-year term and, in any case, until the Ordinary General Meeting of the year 2024 with the following members, taking into consideration the provisions of Law 4548/2018, Law 4706/2020, Circular 60/2020 of the Hellenic Capital Market Commission, the Company's Articles of Association, the Company's Internal Rules of Procedure, the Greek Code of Corporate Governance and the Suitability Policy for the Company's Board members:
- Theodoros Fessas, son of Dimitrios
- Eftychia Koutsoureli, daughter of Sofoklis
- Apostolos Georgantzis, son of Miltiadis
- Markos Bitsakos, son of Grigorios
- Maria Damanaki, daughter of Theodoros
- Nikolaos Karamouzis son of Vassilios
- Nikolaos Socrates Lambroukos, son of Dimitrios
- Apostolos Tamvakakis, son of Stavros
- Pantelis Tzortzakis, son of Michail
- Emil Yiannopoulos, son of Polykarpos
- Panagiotis Kyriakopoulos, son of Othon
- Philippa Michali, daughter of Christos
Moreover, upon recommendation of the Board of Directors and taking into account the proposal of the Company's Nomination and Corporate Governance Committee the independent non-executive members, who meet the criteria of independence, in accordance with 9 of Law 4706/2020, were elected from the above members. Such members are as follows:
- Emil Yiannopoulos - Independent Non-Executive Member
- Maria Damanaki - Independent Non-Executive Member
- Nikolaos Karamouzis - Independent Non-Executive Member
- Panagiotis Kyriakopoulos - Independent Non-Executive Member
- Philippa Michali - Independent Non-Executive Member
- Apostolos Tamvakakis - Independent Non-Executive Member
- Pantelis Tzortzakis - Independent Non-Executive Member.
The Board of Directors will be constituted into a body after the end of the General Assembly.
In favour: 28,966,881 votes, i.e., 81.05% of the share capital present.
Against: 0 votes.
Abstention: 69,000 votes.
Item 11
Appointment of the new Audit Committee of the Company
The General Meeting decided, in accordance with the stipulations of article 44 of law 4449/2017 and Circulars No. 1302/28.4.2017 and 1508/17-7-2020 issued by the Hellenic Capital Market Commission that:
- the Audit Committee be a Committee of the Board of Directors, consisting exclusively of Members of the Board of Directors;
- the Audit Committee consist of three (3) Independent Non-Executive Members,
- The term of office of the members of the Committee to be appointed by the Board of Directors in accordance with § 1c of article 44 of Law 4449/2017, as such is in force, follow their term of office as members of the Board of Directors, i.e., be for three years commencing on the election of the Board of Directors and being extended, ipso jure, until the Ordinary General Meeting to be convened after the expiration of the Board's term of office, i.e., until the Ordinary General Meeting that will take place in 2024.
The members of the Committee will be appointed by the Board of Directors, in accordance with article 44, § 1c, of law 4449/2017, as such is in force, from those members of the Board of Directors who have sufficient knowledge of the field in which the Company operates and meet the criteria of article 44, of law 4449/2017, as such is in force.
Following the appointment of the members of the Audit Committee by the Board of Directors, the Committee will be constituted into a body for the appointment of its President and its members.
In favour: 28,814,839 votes, i.e., 80.62% of the share capital present.
Against: 221,042 votes.
Abstention: 0 votes.
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Quest Holdings SA published this content on 23 June 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 23 June 2021 10:38:01 UTC.
