ELLAKTOR S.A.
Resolutions of Ordinary Shareholders General Meeting.
Pursuant to paragraph 4.1.3.3 of the ATHEX Regulation, we notify you that at the Ordinary General Meeting of Shareholders of the company ELLAKTOR S.A. which was held on June 25, 2010, 118 shareholders were presented representing 104,105,577 common registered, voting shares out of a total of 177,001,313 common registered, voting shares, resulting to a quorum of 58.82% of its paid-up share capital. (Please note that the company holds 4,570,034 own shares which neither have voting right, nor are they included when calculating the quorum under the law). The Ordinary Shareholders General Meeting discussed and decided on the issues of the daily agenda.
More specifically, the Ordinary Shareholders General Meeting decided the following:
As per issue No 1:
Approved the Annual Financial Statements and the Annual Consolidated Financial Statements for the year ended December 31, 2009, after hearing the relevant reports of the Board of Directors and the Certified Auditor-Accountant. More specifically approved:
A. The dividend distribution of the amount of euro 0.10 per share, that will be augmented by the dividend corresponding to the Company's own shares, or by euro 0.002650 per share, so the total dividend that will be collected by the shareholders amounts to euro 0.10265 per share. Of the above amount, pursuant to law 3697/2008, the corresponding 10% tax is being withheld and therefore the net amount of dividend per share to be paid will be euro 0.092385. The total dividend amounts 17,700,131.30 euro. Eligible to receive the dividend, according to the rule of determining the beneficiaries (record date), are company shareholders that existing in the D.S.S. system as at 1.7.2010. As of 29.6.2010, the company shares will be traded in the Athens Exchange without the right to the dividend. The dividend payment day is set at 7.7.2010. The payment of the dividend will be realized according to the procedures determined by article 5.5 of the Athex Rulebook and the specifics determined in the Dematerialized Securities System Rulebook. ALPHA BANK has been authorized to pay the dividend.
Β. The formation of ordinary reserve of the amount of 1,188,790.95 euro
C. The BoD remunerations of the amount of 1,300,000 euro (this amount has already burdened the under IFRS prepared FY 2009 results).
D. The special reserve of the amount of 3,894,918.42 euro
E. The remaining earnings (after taxes) as retained earnings.
Voted: for 104,093,177, against 11,700 and abstention 700.
As per issue No 2:
Waiver of liability of the Board of Directors and the Certified Auditor-Accountant for the year 2009.
Voted: for 104,091,492, against 13,385 and abstention 700.
As per issue No 3:
Following the approval on issue No 1 of the daily agenda that included the payment of remuneration to the BoD members, through the results appropriation table, all obligations of the company towards the members have been entirely fulfilled due to this.
Voted: for 92,325,870, against 1,095,347 and abstention 10,684,360.
As per issue No 4:
Elected, for the audit of the company and the consolidated financial statements of the year 2010, the international auditing firm PricewaterhouseCoopers (PWC) and more specifically as Regular Certified Auditor-Accountant Mr. Marios Psaltis, son of Thomas, and as substitute Mr. Dimitrios Sourbis, son of Andreas. Their fees were determined to the amount of euro 185.000 plus VAT.
Voted: for 103,007,845, against 1,083,647 and abstention 14,085.
As per issue No 5:
Decided to grant permission as per article 23 par. 1 of Cod. Law 2190/1920 to the members of the Board of Directors and to Managers of the Company, to participate to the Board of Directors or the Management of the Group?s Companies or other companies regardless of their scope of activities.
Voted: for 104,104,877, against 0 and abstention 700.
As per issue No 6:
Approved, as per article 23a of Cod. Law 2190/1920, of the preparation, extension or renewal of service contracts between the Company and affiliated companies as per article 42e par. 5 of Cod. Law 2190/20, as in force.
Voted: for 92,319,030, against 1,102,187 and abstention 10,684,360.
More specifically, the Ordinary Shareholders General Meeting decided the following:
As per issue No 1:
Approved the Annual Financial Statements and the Annual Consolidated Financial Statements for the year ended December 31, 2009, after hearing the relevant reports of the Board of Directors and the Certified Auditor-Accountant. More specifically approved:
A. The dividend distribution of the amount of euro 0.10 per share, that will be augmented by the dividend corresponding to the Company's own shares, or by euro 0.002650 per share, so the total dividend that will be collected by the shareholders amounts to euro 0.10265 per share. Of the above amount, pursuant to law 3697/2008, the corresponding 10% tax is being withheld and therefore the net amount of dividend per share to be paid will be euro 0.092385. The total dividend amounts 17,700,131.30 euro. Eligible to receive the dividend, according to the rule of determining the beneficiaries (record date), are company shareholders that existing in the D.S.S. system as at 1.7.2010. As of 29.6.2010, the company shares will be traded in the Athens Exchange without the right to the dividend. The dividend payment day is set at 7.7.2010. The payment of the dividend will be realized according to the procedures determined by article 5.5 of the Athex Rulebook and the specifics determined in the Dematerialized Securities System Rulebook. ALPHA BANK has been authorized to pay the dividend.
Β. The formation of ordinary reserve of the amount of 1,188,790.95 euro
C. The BoD remunerations of the amount of 1,300,000 euro (this amount has already burdened the under IFRS prepared FY 2009 results).
D. The special reserve of the amount of 3,894,918.42 euro
E. The remaining earnings (after taxes) as retained earnings.
Voted: for 104,093,177, against 11,700 and abstention 700.
As per issue No 2:
Waiver of liability of the Board of Directors and the Certified Auditor-Accountant for the year 2009.
Voted: for 104,091,492, against 13,385 and abstention 700.
As per issue No 3:
Following the approval on issue No 1 of the daily agenda that included the payment of remuneration to the BoD members, through the results appropriation table, all obligations of the company towards the members have been entirely fulfilled due to this.
Voted: for 92,325,870, against 1,095,347 and abstention 10,684,360.
As per issue No 4:
Elected, for the audit of the company and the consolidated financial statements of the year 2010, the international auditing firm PricewaterhouseCoopers (PWC) and more specifically as Regular Certified Auditor-Accountant Mr. Marios Psaltis, son of Thomas, and as substitute Mr. Dimitrios Sourbis, son of Andreas. Their fees were determined to the amount of euro 185.000 plus VAT.
Voted: for 103,007,845, against 1,083,647 and abstention 14,085.
As per issue No 5:
Decided to grant permission as per article 23 par. 1 of Cod. Law 2190/1920 to the members of the Board of Directors and to Managers of the Company, to participate to the Board of Directors or the Management of the Group?s Companies or other companies regardless of their scope of activities.
Voted: for 104,104,877, against 0 and abstention 700.
As per issue No 6:
Approved, as per article 23a of Cod. Law 2190/1920, of the preparation, extension or renewal of service contracts between the Company and affiliated companies as per article 42e par. 5 of Cod. Law 2190/20, as in force.
Voted: for 92,319,030, against 1,102,187 and abstention 10,684,360.