DECISIONS OF THE SHAREHOLDERS’ ORDINARY GENERAL ASSEMBLY HELD ON APRIL 29, 2014
Today, the 29th day of April 2014, the Shareholders of the company TERNA ENERGY S.A. held the Ordinary General Assembly, in which 62 Shareholders holding 89,188,470 shares and voting rights, thus a percentage of 81.59% of the share capital, participated and the following decisions have been taken:
Item 1: Unanimous approval of the Financial Statements (Company and Consolidated) for the fiscal year 2013, as these statements were notified to the General Secretariat of Commerce, posted on the Company's website as well as on the website of the Athens Stock Exchange and as they were analytically presented in the Annual Financial Report, which was distributed to the Shareholders, present in the Assembly.
Item 2: The General Assembly unanimously approved with 89,188,470 votes, i.e. a percentage of 81.59%, of the proposition regarding profit distribution for the fiscal year 2013, pursuant to which the members of the Board of Directors will be remunerated with the total amount of 465,000 €, while the amount of 28,163,268,37 € will not be distributed but it will be transferred to the account «Balance of undistributed annual profits», and will be used as special taxed reserve, for business purposes. The aforementioned percentage, of votes in favor, is higher than the threshold set forth in par. 3 of article 3 of Law 148/1967 required for the non distribution of dividend.
Item 3: The General Assembly unanimously discharged individually and collectively all the Members of the Board of Directors and the Auditor from every liability or indemnification deriving from the exercise of their duties for the fiscal year 2013.
Item 4: The General Assembly unanimously elected Mr. George Deligiannis as Certified Auditor and Mr. Panagiotis Christopoulos as Deputy Certified Auditor, for the fiscal year 2014, both members of the company “GRANT THORNTON” and their remuneration will be in accordance to the specifications of set forth by the Greek Institute of Certified Public Accountants which apply to all of its members.
Item 5: The General Assembly unanimously decided the increase of the Company's share capital by the amount of 9,838,296.00 € with capitalization of part of the special share premium reserve with increase of the nominal value per share from 0.30 € to 0.39 € and at the same time the decrease of the share capital by the amount of 9,838,296.00 € with the respective decrease of the nominal value per share from 0.39 € to 0.30 € and the return of the decreased amount, i.e. 0.09 € per share, to the Shareholders and authorized the Board of Directors to proceed with all relevant actions required in order to implement the above resolution.
Item 6: Further the General Assembly unanimously approved of the purchase by the Company of treasury shares, through the Athens Stock Exchange, up to a percentage of 10% of the total paid up share capital of the Company, after taking into account the number of 600,815 treasury shares that the Company already holds, thus up to 10,330,625 shares and, for purposes in accordance with the provisions of C.L. 2190/20 as currently in effect, Regulation 2273/2003 and Decision No. 1/503/13.3.2009 of the Capital Market Commission. The above program will be completed within twenty four months as from today, i.e. the latest by April 28, 2016 and will be implemented at a minimum purchase price of ten cents (0.10) of a euro and a maximum price of thirty (30) euros per share.
The General Assembly empowered the Board of Directors to conduct all relevant procedures to implement the resolution.
Item 7: The General Assembly with 89,059,577 votes in favor (81.47%) and 128,893 (0.12%) votes against, granted its permission and approval for the participation of Members of the Board of Directors and Executives of the Company in the management of other companies, which are connected to the Company by any means.
Item 8th : The General Assembly approved, with 88,616,686 votes in favor (81.07%), 527,171 (0.48%) votes against and 44,613 (0.04%) abstained, the payment of a total of 124,090.00 € to the members of the B.o.D. Messrs Emm. Maragoudakis and G. Spyrou as well as the continuation of the remuneration to the members of the Board of Directors, provided that they are render their services in several projects and sectors of the Company, notwithstanding their capacity as members of the Board of Directors of the Company, whereas the Board of Directors has been authorized to define the level of such remuneration.
The General Assembly also approved of the provision of loans, credits and in general other guarantees in favor of subsidiaries or related companies, according to the definition of article 42e of C.L. 2190/1920.
Regarding Item 9 “Various announcements, approvals and discussion of issues of general interest” no issues for approval and decision making were raised.
The Company's Management referred to the Company's projects and developments, approvals, permits and other issues concerning its regular operation.