TERNA ENERGY S.A.
Decisions of the Shareholders' Ordinary General Assembly held on 23-6-2008.
Today, the 23rd day of June 2008, the Shareholders of the company TERNA ENERGY S.A. held the Ordinary General Assembly, in which 20 Shareholders holding 82.905.773 shares and voting rights, thus a percentage 75.83% of the share capital, participated.
Τhe General Assembly approved with 82.867.109 votes of total 82.905.773 the Financial Statements (Company and Consolidated) for the financial year 2007, as these statements were published in the Press, posted in the company's site and were analytically presented in the Annual Report, which was distributed to the Shareholders present in the Assembly.
The General Assembly with unanimously approved the distribution of profits for the year 2007 and in particular, the distribution of the amount of euros 300.000 as remunaration of the Members of the Board of Directors and as well as the distribution of a dividend of 0.055 euro per share that will be distributed to the Shareholders, holders of shares at the closing of trading on 24th June 2008. More specifically, the General Assembly decided that the distribution of dividends will be conducted by "PIRAEUS BANK S.A." and set as date of commencement of distribution Thursday July 3rd 2008.
After the approval of the Financial Statements an the distribution of profits, the General Assembly, by nominal vote, unanimously discharged the Members of the Board of Directors and the Auditor from every liability or compensation deriving from the exercise of their duties for the financial year 2007.
Further on, the General Assembly unanimously elected from the members of the company "GRANT THORNTON" Mr. Ioannis Leos as Regular Certified Auditor for the financial year 2008 and Mr. Georgios Deliyannis as Deputy, arranging as fee the one set forth by the Greek Institute of Certified Public Accountants which applies to all of its members.
The General Assembly decides unanimously the purchase on behalf of the Company of its own shares up to the 10% of the total share capital of the Company at a minimum price of one (1) euro and a maximum price of thirty (30) euros per share. The purchase shall take place by the 23rd July 2010 and the General Assembly empowers the Board of Directors to follow the procedure in force regarding the approval of such purchase.
The General Assembly unanimously approved the amendment of the Articles of Association for the purpose of compliance with the new L. 3604/2007.
The General Assembly unanimously 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.
Regarding the Item "Announcements, approvals and discussion of matters of general interest" the General Assembly in favour of which 82.864.628 shares and voting rights of total 82.905.773 were cast, after suggestion of the Company's Directors, approved that the Members of the Board of Directors Mr. Em. Maragoudakis, Mr. G. Spyrou and Mr. G. Haralambopoulos, apart from the fees due to their participation in the Board of Directors, will continue to receive fees payable to them for their services rendered to the Company. Furthermore, the Company's Directors informed the Shareholders that the Company follows the schedule for utilization of the raised funds and furthermore they referred to the progress made in the energy sector through the establishment of new wind parks, the issuance of the necessary permits and the imminent commissioning of small hydro electric projects. They also informed about the impending permit for establishment of a photovoltaic park and the development of projects for the generation of energy from biomass.
As far as the development of the construction sector is concerned, the value of undertaken projects, including contracts signed in the first semester of 2008, amounts to 85 mil. euros.
Τhe General Assembly approved with 82.867.109 votes of total 82.905.773 the Financial Statements (Company and Consolidated) for the financial year 2007, as these statements were published in the Press, posted in the company's site and were analytically presented in the Annual Report, which was distributed to the Shareholders present in the Assembly.
The General Assembly with unanimously approved the distribution of profits for the year 2007 and in particular, the distribution of the amount of euros 300.000 as remunaration of the Members of the Board of Directors and as well as the distribution of a dividend of 0.055 euro per share that will be distributed to the Shareholders, holders of shares at the closing of trading on 24th June 2008. More specifically, the General Assembly decided that the distribution of dividends will be conducted by "PIRAEUS BANK S.A." and set as date of commencement of distribution Thursday July 3rd 2008.
After the approval of the Financial Statements an the distribution of profits, the General Assembly, by nominal vote, unanimously discharged the Members of the Board of Directors and the Auditor from every liability or compensation deriving from the exercise of their duties for the financial year 2007.
Further on, the General Assembly unanimously elected from the members of the company "GRANT THORNTON" Mr. Ioannis Leos as Regular Certified Auditor for the financial year 2008 and Mr. Georgios Deliyannis as Deputy, arranging as fee the one set forth by the Greek Institute of Certified Public Accountants which applies to all of its members.
The General Assembly decides unanimously the purchase on behalf of the Company of its own shares up to the 10% of the total share capital of the Company at a minimum price of one (1) euro and a maximum price of thirty (30) euros per share. The purchase shall take place by the 23rd July 2010 and the General Assembly empowers the Board of Directors to follow the procedure in force regarding the approval of such purchase.
The General Assembly unanimously approved the amendment of the Articles of Association for the purpose of compliance with the new L. 3604/2007.
The General Assembly unanimously 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.
Regarding the Item "Announcements, approvals and discussion of matters of general interest" the General Assembly in favour of which 82.864.628 shares and voting rights of total 82.905.773 were cast, after suggestion of the Company's Directors, approved that the Members of the Board of Directors Mr. Em. Maragoudakis, Mr. G. Spyrou and Mr. G. Haralambopoulos, apart from the fees due to their participation in the Board of Directors, will continue to receive fees payable to them for their services rendered to the Company. Furthermore, the Company's Directors informed the Shareholders that the Company follows the schedule for utilization of the raised funds and furthermore they referred to the progress made in the energy sector through the establishment of new wind parks, the issuance of the necessary permits and the imminent commissioning of small hydro electric projects. They also informed about the impending permit for establishment of a photovoltaic park and the development of projects for the generation of energy from biomass.
As far as the development of the construction sector is concerned, the value of undertaken projects, including contracts signed in the first semester of 2008, amounts to 85 mil. euros.