Decisions of the Ordinary Shareholders’ General Assembly dated 26/6/2014
Today, the 26th day of June 2014, the Ordinary Shareholders' General Assembly of GEK TERNA S.A. took place, in which participated 149 Shareholders holding 53,501,146 shares and voting rights, thus a percentage of 56.64% of the Share Capital.
The Shareholders' General Assembly, with the above mentioned quorum of 56.64%, decided as following on all the items of the Agenda, except for the 6th item “Approval of a management share incentive plan, in accordance with the provisions of par. 13 of article 13 of C.L. 2190/20, and empowerment to the Board of Directors to determine the beneficiaries, the terms and conditions for the exercise of the right and the remaining clauses of the plan”, for which, , an increased quorum of 66,67% is required. The Shareholders present in the Assembly, voted and unanimously decided that the General Assembly should decide on all the items of the Agenda, for which an increased quorum is not required and that the 6th item will be referred to a Repeat Assembly, scheduled for Monday, 7th of July 2014, at 09:30 in the same place, as it has already been notified with the Invitation addressed to the Shareholders dated 29/5/2014 and published on 4/6/2014.
Item 1: Unanimous approval, with 53,501,146 votes in favor out of a total of 53,501,146, of the Financial Statements (company and consolidated) for the financial year 2013, as these were notified to the General Secretariat of Commerce and have been posted to the Company's and Athens Stock Exchange websites and were analytically presented in the Annual Financial Report, which was distributed to the shareholders present in the Assembly.
Item 2: The General Assembly, with 53,279,230 votes in favor (99.59% of the votes) and 221,916 abstained (0.41% of the votes), out of a total of 53,501,146, discharged individually and collectively all the Members of the Board of Directors and the Chartered Auditor from every liability or indemnification deriving from the exercise of their duties for the financial year 2013.
Item 3: The General Assembly, with 53,353,716 votes in favor (99.72% of the votes) and 147,430 against (0.28% of the votes), out of a total of 53,501,146, elected from the members of the company “SOL S.A. CHARTERED AUDITORS” Mr. Georgios Laggas as Regular Chartered Auditor for the financial year 2014 and Mr. Dimitrios Xylas as Deputy, setting their remuneration in accordance to the specifications set forth by the company “SOL S.A. CHARTERED AUDITORS” which apply to all of its members.
Item 4: Approval, with 53,296,627 votes in favor (99.62% of the votes), 32,993 against (0.06% of the votes) and 171,526 abstained (0.32% of the votes), out of a total of 53,501,146, of the payment of a total of 124,250.00 € rendered to the members of the Board of Directors Messrs Dim. Antonakos, Emm. Vrailas and Emm. Moustakas during the fiscal year 2013 as well as the continuation of the remuneration to the Members of the Board of Directors provided that they render their services in several projects and sectors of the Company, notwithstanding their capacity as members of the Board of Directors, whereas the Board of Directors is authorized to define the level of such remuneration.
The General Assembly also approved the provision of loans, credits and other guarantees in general in favor of subsidiaries or related companies, according to the definition of article 42e of C.L. 2190/1920.
Item 5: Unanimous approval, with 53,501,146 votes in favor out of a total of 53,501,146, 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 708,953 treasury shares that the Company already holds, thus up to 8,737,283 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 empowering the Board of Directors to implement its resolution.
The above plan will be completed within twenty four months as of today, 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 for this purpose..
Item 7: The General Assembly, unanimously, with 53,501,146 votes in favor out of a total of 53,501,146, gave 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 in any way connected with the Company.
Item 8: The General Assembly, unanimously, with 53,501,146 votes in favor out of a total of 53,501,146, ratified the decision of the Board of Directors. dated February 11, 2014 regarding the election of Mr Angelos Tagmatarhis as a member of the Board of Directors, in replacement of the resigned member Mr. Vassilios Delikaterinis.
Regarding the 9th item of the Agenda “Various Announcements, approvals and discussion about items of general interest” no such items were presented for approval and decision making and the Management informed the present Shareholders about the recent developments in the business activities of the Company.
Following the implementation of the decision of the Extraordinary Shareholders' General Assembly of December 6th, 2013, the Company raised the amount of 21.449.200,00 €. This amount was paid by the sole investor, York Global Finance Offshore BDH (Luxembourg) S.a.r.l., after eliminating the pre-emptive rights of the old Shareholders, and has already been used in general corporate purposes aiming at securing the constant development of the Company and the accomplishment of its investment plan.
The Board of Directors informed the Shareholders that the Company, in accordance with the relevant clause of the Bond Loan Program of 68.300.000 €, which was issued following the decision of the Extraordinary Shareholders' General Assembly of December 6th, 2013, and the decision of the Board of Directors of December 9th, 2013, exercised the right of prepayment of part of the loan up to the amount of 25.000.000 € plus accrued interest, and has already prepaid the amount of 10.000.000 Euros with interest.
According to the provisions of article 72 of law 4172/2103, as of 1/1/2014 onwards any reserves not distributed or not capitalized, which had been formed in accordance with the provisions of law 2238/1994, as such are recorded at the end of the financial year 2013, are mandatorily set off at the end of each tax year with losses incurred for any reason during the last five years, until full setting off. The Company will implement such setting off during 2014 with no tax liability.