untitled design

VIS: 1.49 million euro share capital approved – No dividend will be distributed

The regular General Meeting of Messrs. of shareholders of the anonymous company VIS, which met at its headquarters on 30/06/2022, took the decisions summarized below.

1. On the 1st SUBJECT (Submission and approval of the company’s Annual Financial Statements for the corporate year 2021 (01.01.2021 – 31.12.2021), which have been prepared in accordance with International Financial Reporting Standards (IFRS) and include the statement of financial position, the income statement (where no dividend distribution is foreseen), the statement of changes in net worth, the cash flow statement, the notes on the annual financial statements and the audit report of the appointed independent certified public accountant, as well as the Management Report ( of deeds) of the Board of Directors for the fiscal year 2021)

The annual financial statements of the corporate year 2021 were approved without any amendment being made to them.

The disposal of the result is made as indicated in the Table “Income Statement” and “Total Income Statement” of the financial statements, which results in losses after taxes of EURO -2,328,302.63.

Key sizes of the above situation are:

(a) turnover EUR 15,821,676.23, (b) gross profit EUR 696,421.06, (c) loss before taxes

-2,572,040.57 EUROS, (d) loss after taxes -2,328,302.63 EUROS and (e) consolidated total income after taxes, loss -2,373,712.67 EUROS.

It was decided not to distribute a regular dividend.

The audit report of the auditing company and the Management Report (of transactions) of the Board of Directors, which also includes the Explanatory Report, for the management year 2021 were also approved.

2. On the 2nd SUBJECT (Approval, in accordance with article 108 of N 4548/2018, of the overall management of the Board of Directors for the year 2021 and exemption of the auditing company from any liability for compensation, in accordance with article 117 of N 4548/2018)

The overall management for the year 2021 was approved and the discharge of the sworn auditor Ioannis T. Makris (a.m. S.O.E.L. 28131) of the auditing company PKF Euroauditing S.A. (am. S.O.E.L. 132) from any liability for compensation

3. On the 3rd SUBJECT (Election of an audit firm registered in the register of the Board of Sworn Auditors)

The offer submitted to the company by the audit company PKF Euroaudit SA was accepted. (a.m. S.O.E.L. 132) for the control of the 2022 financial year..

4. On the 4th SUBJECT (Information from the Audit Committee to the shareholders on the actions of the Committee for the 2021 corporate year (subject which is not put to a vote).)

There was an update on the above issue, but no decision was made or put to a vote.

5. On the 5th SUBJECT (Approval of fees paid to members of the Board of Directors and Directors during the past fiscal year 2021)

The salaries and fees paid to members of the Board of Directors, Directors and administrative services in general were approved, the total amount of which was lower than what had been approved had been decided in the previous regular General Meeting.

6. On the 6th SUBJECT (Submission for discussion and advisory vote on the Remuneration Report for the corporate year 2021, in accordance with article 112 of Law 4548/2018)

Regarding the above matter, there was a briefing and a consultative vote followed, but no decision was taken.

7. On the 7th TOPIC (Submission for discussion of the Report of the non-executive independent members, in accordance with article 9 § 5 of Law 4706/2020 (topic which is not put to a vote)

There was an update on the above issue, but no decision was made or put to a vote.

8. On the 8th SUBJECT (Reduction of the share capital by the amount of 3,726,450.00 EUROS by offsetting losses of equal amounts from past years through a reduction of the nominal value of the share (from 0.80 EUROS) to 0.05 EUROS each, so that the share capital to amount to (3,974,880.00 EUROS – 3,726,450.00 EUROS =) 248,430.00 EUROS divided by 4,968,600 intangible registered shares with a nominal value of 0.05 EUROS each, with the aim that the equity capital is higher than ½ of the share capital (art. 119 § 4 N 4548/18). Related amendment of article 5 of the articles of association)

It was decided to reduce the share capital (EUR 3,974,880.00) of the company by an amount of EUR 3,726,450.00 by offsetting losses of the same amount from previous years and at the same time reducing the nominal value of the share (from EUR 0.80) to EUR 0.05 each, while the number of shares (4,968,600) remained unchanged. Thus, the share capital amounts (momentarily) to 248,430.00 EUROS divided into 4,968,600 intangible registered shares with a nominal value of 0.05 EUROS each.

9. On the 9th SUBJECT (Simultaneous increase of the share capital by the amount of 1,490,580.00 EUROS, with the issuance of 29,811,600 new immaterial registered shares, nominal value 0.05 EUROS each, with a sale price of 0.05 EUROS per share , which will be able to be higher than the stock market price at the time of the cut-off of the pre-emptive right, with the pre-emptive right of the old-existing shareholders as well as the introduction of the above shares for trading on the Athens Stock Exchange, so that the share capital amounts to (248,430.00 EUROS + 1,490,580.00 EUROS =) 1,739,010.00 EUROS, divided into 34,780,200 intangible registered shares with a nominal value of 0.05 each. Those with preemptive rights to the increase will be entitled to acquire new shares at a ratio of six (6) new shares for each old share of the Company. Relevant amendment of article 5 of the articles of association)

This topic was discussed jointly with the 8th topic because of its obvious relevance and it was decided to simultaneously increase the company’s share capital, reduced by the previous decision (EUR 248,430.00) by an amount of EUR 1,490,580.00 in cash, with the issuance of 29,811,600 new intangible registered shares, with a nominal value of EUR 0.05 or each one. Thus, the share capital amounts to (248,430.00 EUROS + 1,490,580.00 EUROS =) 1,739,010.00 EUROS, divided into (4,968,600 + 29,811,600 =) 34,780,200 intangible registered shares with a nominal value of 0.05 EUROS each, with the pre-emptive right of the old-existing shareholders, with the introduction of the above new shares for trading on the Athens Stock Exchange and with an offer price of 0.05 EURO/month, which may be higher than the stock market price at the time of the cut-off of the pre-emptive right. Those who have a pre-emptive right to the increase will be entitled to acquire new shares at a ratio of six (6) new shares for every one (1) old share of the Company, while those who have exercised their full pre-emptive right and the right to pre-subscribe to any new shares not available with a ratio of six (6) new shares for every six (6) new shares according to the more specific conditions, which will be specified in the Prospectus, which will be drawn up accordingly. It was also decided to amend article 5 of the company’s Articles of Association regarding share capital.

It is also reported that the two main shareholders of the Company, HQF SA with a participation rate of 74.617% & KEM Ioannis Filippou with 10.918%, declared that: (i) they will maintain their above percentages of participation until the completion of the increase, and ii) for a period period of six months after the start of trading of the new shares, while the first of them further stated that it will also cover any new shares that may remain unavailable.

10. On the 10th SUBJECT (Granting authorization to the President of the General Assembly and its Secretary to sign and ratify the relevant minutes)

The President and its Secretary were authorized to sign and validate its minutes.

Source: Capital

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