GEK TERNA S.A.
General Meeting Decisions
Today, the 25th day of June 2009, the Shareholders of the company GEK TERNA S.A. held the Ordinary General Assembly, in which 84 Shareholders holding 38.854.770 shares and voting rights, thus a percentage 45,24% of the share capital, participated.
The Shareholders' General Assembly, with the above mentioned quorum of 45,24%, decided as following on all the items of the Agenda, except for the 8th item "Expansion of the Scope of Works of the Company and amendment of the relevant article 2 of the Articles of Association", for which, according to the said Articles of Association, 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 8th item will be referred to a Repeat Assembly, scheduled for Monday, 6th of July 2009, at 10:00 in the same place, as it has already been notified with the Invitation addressed to the Shareholders dated 2/6/09 published 3/6/09.
Τhe General Assembly approved with a majority of 38.766.026 shares out of a total of 38.854.770, in whole the Financial Statements (Company and Consolidated) for the financial year 2008, as these statements were published in the Press and were analytically presented in the Annual Report, which was distributed to the Shareholders present in the Assembly.
The General Assembly unanimously approved the distribution of profits for the year 2008 and in particular, the distribution of the amount of euros 500.000 as remuneration of the Members of the Board of Directors and as well as the distribution of a dividend which increased by the dividends corresponding to the own shares held by the Company amounts to ? 0.12 per share. Following the 10% tax withholding the net dividend amounts to ? 0,108 per share. From Monday, June 29, 2009 the Company's shares will be negotiated without the right to dividend. Beneficiaries of the dividend are the investors who are registered in the D.S.S. on July 1, 2009 (record date). By virtue of a decision of the same Shareholders' General Assembly the dividend's distribution will commence on Tuesday, July 7, 2009 through PIRAEUS BANK.
Regarding the 3rd item the General Assembly approved with a majority of 38.847.008 shares out of a total of 38.854.770, that the member of the B.o.D Mr. Angelos Pappas will continue to receive fees from the Company for his services rendered to the Company apart from his duties as a member of the B.o.D. and assigns the B.o.D. to determine the amount of his fees.
The General Assembly, by nominal vote, discharged with a majority of 38.847.008 shares out of a total of 38.854.770, the Members of the Board of Directors and the Auditor jointly and severally from any liability or compensation deriving from the exercise of their duties for the financial year 2008.
Further on, the General Assembly elected with a majority of 38.847.008 shares out of a total of 38.854.770, from the members of the company "SOL S.A. CHARTERED AUDITORS" Mr. Vasilios Papageorgakopoulos as Regular Certified Auditor for the financial year 2009 and Mr. Dimitrios Stavrou as Deputy, arranging as fee the one set forth by the company "SOL S.A. CHARTERED AUDITORS" which applies to all of its members.
The General Assembly with a majority of 38.847.008 shares out of a total of 38.854.770, ratified the election of Mr. Nikolaos Kalamaras as an independent non executive member of the BoD replacing Mrs. Maria Kaltsa who had resigned, election which was decided during the meeting of the B.o.D held on June 1st 2009.
Regarding the 7th item of the Agenda, the General Assembly with a majority of 38.847.008 shares out of a total of 38.854.770, approves of the establishment, according to article 37 of Law 3693/2008, of a Control Committee and appoints as members Messrs Panayotis Pothos, Dimosthenis Kassavetis and Nickolaos Kalamaras, whereas the latter, Mr. Kalamaras is an independent non executive member of the BoD with verified adequate knowledge in accounting and auditing.
The General Assembly gave with a majority of 38.847.008 shares out of a total of 38.854.770, 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 38.531.128 shares and voting rights of total 38.854.770 were cast, the Management of the Company informed the attending Shareholders on the recent developments and on the progress of the Company's activities.
The shares of the Shareholders, which have been blocked for their participation in today?s Ordinary General Assembly, will remain blocked for the A? Repeat Assembly of 6/7/2009. It is noted that if requested by any Shareholder, such shares may be released, through their User or directly through Hellenic Exchanges SA.
The Shareholders' General Assembly, with the above mentioned quorum of 45,24%, decided as following on all the items of the Agenda, except for the 8th item "Expansion of the Scope of Works of the Company and amendment of the relevant article 2 of the Articles of Association", for which, according to the said Articles of Association, 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 8th item will be referred to a Repeat Assembly, scheduled for Monday, 6th of July 2009, at 10:00 in the same place, as it has already been notified with the Invitation addressed to the Shareholders dated 2/6/09 published 3/6/09.
Τhe General Assembly approved with a majority of 38.766.026 shares out of a total of 38.854.770, in whole the Financial Statements (Company and Consolidated) for the financial year 2008, as these statements were published in the Press and were analytically presented in the Annual Report, which was distributed to the Shareholders present in the Assembly.
The General Assembly unanimously approved the distribution of profits for the year 2008 and in particular, the distribution of the amount of euros 500.000 as remuneration of the Members of the Board of Directors and as well as the distribution of a dividend which increased by the dividends corresponding to the own shares held by the Company amounts to ? 0.12 per share. Following the 10% tax withholding the net dividend amounts to ? 0,108 per share. From Monday, June 29, 2009 the Company's shares will be negotiated without the right to dividend. Beneficiaries of the dividend are the investors who are registered in the D.S.S. on July 1, 2009 (record date). By virtue of a decision of the same Shareholders' General Assembly the dividend's distribution will commence on Tuesday, July 7, 2009 through PIRAEUS BANK.
Regarding the 3rd item the General Assembly approved with a majority of 38.847.008 shares out of a total of 38.854.770, that the member of the B.o.D Mr. Angelos Pappas will continue to receive fees from the Company for his services rendered to the Company apart from his duties as a member of the B.o.D. and assigns the B.o.D. to determine the amount of his fees.
The General Assembly, by nominal vote, discharged with a majority of 38.847.008 shares out of a total of 38.854.770, the Members of the Board of Directors and the Auditor jointly and severally from any liability or compensation deriving from the exercise of their duties for the financial year 2008.
Further on, the General Assembly elected with a majority of 38.847.008 shares out of a total of 38.854.770, from the members of the company "SOL S.A. CHARTERED AUDITORS" Mr. Vasilios Papageorgakopoulos as Regular Certified Auditor for the financial year 2009 and Mr. Dimitrios Stavrou as Deputy, arranging as fee the one set forth by the company "SOL S.A. CHARTERED AUDITORS" which applies to all of its members.
The General Assembly with a majority of 38.847.008 shares out of a total of 38.854.770, ratified the election of Mr. Nikolaos Kalamaras as an independent non executive member of the BoD replacing Mrs. Maria Kaltsa who had resigned, election which was decided during the meeting of the B.o.D held on June 1st 2009.
Regarding the 7th item of the Agenda, the General Assembly with a majority of 38.847.008 shares out of a total of 38.854.770, approves of the establishment, according to article 37 of Law 3693/2008, of a Control Committee and appoints as members Messrs Panayotis Pothos, Dimosthenis Kassavetis and Nickolaos Kalamaras, whereas the latter, Mr. Kalamaras is an independent non executive member of the BoD with verified adequate knowledge in accounting and auditing.
The General Assembly gave with a majority of 38.847.008 shares out of a total of 38.854.770, 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 38.531.128 shares and voting rights of total 38.854.770 were cast, the Management of the Company informed the attending Shareholders on the recent developments and on the progress of the Company's activities.
The shares of the Shareholders, which have been blocked for their participation in today?s Ordinary General Assembly, will remain blocked for the A? Repeat Assembly of 6/7/2009. It is noted that if requested by any Shareholder, such shares may be released, through their User or directly through Hellenic Exchanges SA.