Decisions of the Ordinary Shareholders’ General Assembly dated June 27, 2018
Today, the 27th day of June 2018, the Ordinary Shareholders' General Assembly of GEK TERNA S.A. took place, in which participated 161 Shareholders holding 70,198,520 shares and voting rights, thus a percentage of 67.88% of the Share Capital.
Item 1: The General Assembly, with 69,931,505 votes in favor (99.62% of the votes) and 267,015 abstained (0.38% of the votes), out of a total of 70,198,520, approved the Financial Statements (company and consolidated) for the financial year 2017, as these have been posted at the Company's and the 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 69,271,323 votes in favor (98.68% of the votes), 660,182 against (0.94% of the votes) and 267,015 abstained (0.38% of the votes), out of a total of 70,198,520, 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 2017.
Item 3: The General Assembly, with 70,188,889 votes in favor (99.99% of the votes) and 9,631 abstained (0.01% of the votes), out of a total of 70,198,520, elected the auditing company “GRANT THORNTON” for the financial year 2018 setting remuneration in accordance with fees based on the ones paid for the year 2017 as may be adjusted depending on the audit requirements.
Item 4: The General Assembly approved, with 69,227,550 votes in favor (98,62% of the votes), 961,339 against (1.37% of the votes) and 9,631 abstained (0.01% of the votes), out of a total of 70,198,520, the payment of 64,000.00 € during 2017 to the Board member, Mr. Emmanuel Moustakas, as fees for services rendered in several Company projects and sectors and decided to continue the payment of fees to Mr. Moustakas as well as to any other Board Member, under the condition that they provide services in several projects and sectors of the Company, whereas the Board of Directors is authorized to define the level of such fees.
Moreover, the General Assembly approved of the provision of services, loans, credits and other guarantees in favor of subsidiaries or related companies, according to the definition of article 32 of L. 4308/2014, to financial institutions as well as the implementation of works, with the purpose of pursuing the business of such companies, which in such a manner serve the corporate interests and promote the statutory scope of business of the Company.
Item 5: The General Assembly, with 69,934,889 votes in favor (99.62% of the votes) and 263,631 abstained (0.38% of the votes), out of a total of 70,198,520, according to the art. 24 par.2 of the C.L. 2190/1920, granted its approval for remuneration to the members of the BoD and Committees for the fiscal year 2017 amounting at 272,500.00 € in total out of the pre-approved amount of 500,000.00 € and its preliminary approval for remuneration to the members of the B.o.D and Committees for the fiscal year 2018 up to the total gross amount of € 500.000.
Item 6: The General Assembly, with 70,188,889 votes in favor (99.99% of the votes) and 9,631 abstained (0.01% of the votes), out of a total of 70,198,520, 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 7: The General Assembly with 70,188,889 votes in favor (99.99% of the votes) and 9,631 abstained (0.01% of the votes), out of a total of 70,198,520, 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 3,867,114 treasury shares that the Company already holds, as well as the amount of 1,305,040 treasury shares that the Company acquired through its subsidiary TERNA S.A. which acted in its own name but on GEK TERNA's behalf, and HLIOHORA S.A., thus the purchase of up to 5,170,175 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 June 26, 2020 and will be implemented at a minimum purchase price of thirty cents (0.30) 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 8: The General Assembly approved, with 65,144,806 votes in favor (92,80% of the votes), 4,790,083 against (6.82% of the votes) and 263,631 abstained (0.38% of the votes), out of a total of 70,198,520, to set forth a management share incentive plan for up to 2,000,000 shares in favor of the Executives of the Company, for the five year period 2019-2023, in accordance with the provisions of par. 13 of article 13 of the above mentioned C.L. 2190/20. The above decision will be implemented only if the set objectives are met, either by the issuance of new shares or by disposal of treasury shares. The sale price of the shares to the beneficiaries will be 4,00 € per share.
The General Assembly authorized the Board of Directors to undertake all relevant procedures for the implementation of such a decision.
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 including the decision of the BoD for the establishment of a Group Strategic Planning Committee with a four-year outlook.