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Loulis Mills

Decisions of the Ordinary General Meeting of the 22nd of June 2022

Today, the 22nd of June 2022, Wednesday at 11:00 a.m., the Annual Ordinary General Meeting of the shareholders of "LOULIS MILLS SA" was held at the offices of the Company’s registered seat at the Municipality of Sourpi, District of Magnesia (Loulis Port). At the Annual General Meeting, during which the percentage of 56,3% of the share capital was represented, that means that the shareholders and their representatives, who represent 9.640.687 shares and 9.640.687 votes, were present: 

1. Unanimously approved by a vote of 9.640.687, ie 56,3% of the share capital, the annual Financial Statements and the Consolidated Financial Statements in accordance with the International Financial Reporting Standards (I.F.R.S.) for the fiscal year 2021 (from 1.1.2021 to 31.12.2021), after hearing and approving the relevant Board of Directors’ Reports and the Certified Auditor's Report. Unanimously approved by a vote of 9.640.687, ie 56,3% of the share capital, the distribution of a total gross dividend of 1.027.216,80 euros, corresponding to a gross dividend of 0,06 euro per share to the Company’s shareholders. From the profits of the year will be formed a regular reserve of euro 70.517,97. 27 June 2022 is the ex-dividend date concerning the dividend of financial year 2021, 28 June 2022 is the record date concerning the shareholders entitled to the dividend of financial year 2021, and 1 July 2022 is the payment date with regard to the dividend of year 2021, via a banking institution or the Hellenic Exchanges (EXAE). The Chairman of the Audit Committee submitted and presented to shareholders the Audit Committee's 2021 Audit Report.

2. Unanimously approved, by a vote of 9.640.687, ie 56,3% of the share capital, the overall management of the Board of Directors for the corporate year ended on 31.12.2021 and unanimously, by a vote of 9.640.687, ie 56,3% of the share capital, the Certified Auditors - Accountants were discharged from all compensation liabilities deriving from the exercise of their duties for fiscal yeαr 2021 (01.01.2021-31.12.2021) αs well as for the Annual Financial Statements. 

3. The company "BDO Auditors Accountants SA" with registration number ELTE:173, namely Andriana Lavazou, with registration number ELTE: 2657, with registration number SOEL:45891 and VAT number: 300190488 as regular Auditor – Accountant and Andreas Konstantinou, with registration number ELTE: 1439, with registration number SOEL:30441 and VAT number: 106872098 as alternate Auditor - Accountant for auditing the annual financial statements of the Company and the Consolidated Financial Statements in accordance with International Financial Reporting Standards for the fiscal year 2022 (from 1.1.2022 to 31.12.2022) were unanimously elected by a vote of 9.640.687, ie 56,3% of the share capital.

4. The remuneration report for the fiscal year 2020 was discussed and unanimously approved as a consultancy, by a vote of 9.640.687, ie 56,3% of the share capital.

5. Unanimously approved, by a vote of 9.640.687, ie 56,3% of the share capital, an advance payment remunerations to the members of the Board of Directors of the Company for the financial year 2022 until the next Annual Ordinary General Meeting, total amount up to 200.000 euros. Unanimously approved, by a vote of 9.640.687, ie 56,3% of the share capital, the advance payment of remuneration to the members of the Board of Directors and the Audit Committee during the financial year 2021 total amount of 133,500 euros.

6. Following the 25-5-2022 written (positive) proposal of the Company's Remuneration and Nomination Committee and the relevant 1-6-2022 recommendation of the Company's Board of Directors, it was unanimously approved, by a vote of 9.640.687, ie 56,3% of the share capital, the amendment of the Suitability Policy for members of the Board of Directors of the Company, in accordance with the provisions of article 3 of law 4706/2020 and the guidelines of the Hellenic Capital Market Commission, as analyzed in particular in number 60 / 18.09. 2020 Circular thereof, as well as the Greek Code of Corporate Governance (EKED - issue June 2021), adopted by the Company.

7. By a vote of 9.640.687, ie 56,3% of the share capital, the members of the new Board of Directors were unanimously elected, with a four-year tenure and the independent non-executive members of the BoD according to Law 4706/2020 were appointed, as follows:

1. Nikolaos Loulis, son of Konstantinos

2. Nikolaos Fotopoulos, son of Sryridon

3. Spyridon Theodoropoulos, son of Ioannis

4. Gianluca Fabbri, son of Bruno

5. Konstantinos Macheras, son of Dimitrios, Independent non-executive Member

6. Elisavet Kapelanou-Alexandri, daughter of Spyros, Independent non-executive Member

7. Georgios Taniskidis, son of Ioannis, Independent non-executive Member

Regarding the above-mentioned independent non-executive members, it is clarified that they fully meet the requirements of article 9 of L. 4706/2020, and therefore do not have a dependency relationship with the Company or individuals associated with it.

The election of the new Board of Directors is based on the 1-6-2022 recommendation of the Board of Directors, which in accordance with the provisions of articles 5 and 9 of L. 4706/2020 and the suitability policy, has submitted to the General Meeting the relevant report of article 18 par. 1 L. 4706/2020, following a relevant 25-5-2022 recommendation of the Remuneration and Nomination Committee.

8. By a vote of 9.640.687, ie 56,3% of the share capital, it is unanimously decided that the Audit Committee of the Company to be a three-member committee, to be an independent Joint Committee, in accordance with article 44 para. 1(a)(ab) Law 4449/2017, consisting of one (1) independent non-executive members of the Board of Directors and two (2) independent third parties, non-members of the Board of Directors and to have a four years duration, i.e. until 22/6/2026, identical to the Board of Directors’ duration. The following individuals are unanimously elected, by a vote of 9.640.687, ie 56,3% of the share capital, as members of the Audit Committee, as follows:

1. Andreas Koutoupis, son of Georgios, Independent third party, non-member of the Board of Directors.

2. Elisavet Kapelanou-Alexandri, daughter of Spyros, Independent non-executive Member of the Board of Directors

3. Konstantinos Kontochristopoulos, son of Anastasios, Independent third party, non-member of the Board of Directors.

The above-mentioned decision was taken following the relevant 1-6-2022 recommendation of the Company's Board of Directors to the Ordinary General Meeting of the Company's Shareholders, following a relevant 25-5-2022 recommendation of the Remuneration and Nomination Committee. It was verified that the composition of the Audit Committee is in accordance with the provisions of article 44 of law 4449/2017 as in force, provided that all its members have sufficient knowledge in the field in which the Company operates while all of them are independent members of the Company, within the meaning of the provisions of L. 3016/2002 and L. 4706/2020.

The criterion of sufficient knowledge and experience in auditing and accounting is proven to be met to two of the members of the Audit Committee (Andreas Koutoupis and Konstantinos Kontochristopoulos).

9. Both Board of Directors members and Company’s Directors were unanimously authorized by a vote of 9.640.687, ie 56,3% of the share capital, to participate in the Board of Directors or in the management of other affiliated companies as those companies are defined in article 32 of Law 4308/2014 and, therefore, to conduct on behalf of the affiliated companies of acts falling within the Company’s purposes.

10. Unanimously approved, by a vote of 9.640.687, ie 56,3% of the share capital, the amendment of Article 1 of the Company's Articles of Association in order the name of the Company to be "LOULIS FOOD INGREDIENTS S.A. "and the distinctive title "LOULIS FOOD INGREDIENTS "

11. Unanimously approved, by a vote of 9.640.687, ie 56,3% of the share capital, the amendment of Article 2 of the Company's Articles of Association in order the Municipality of Almyros, Municipal Community of Sourpi, Prefecture of Magnesia (Port Loulis) to be specified as the Company’s registered offices. Following the above amendments (items 10 and 11), the Articles of Association are codified in a single text.

12. The report of the independent non-executive members of the Board of Directors, according to the provision of article 9 par. 5 of Law 4706/2020, was submitted to the Ordinary General Meeting of the Company's Shareholders.