Decisions of ELLAKTOR's OGM
The Ordinary General Meeting of ELLAKTOR SA (the Company) Shareholders, held on 24 June 2016, was attended by 152 shareholders, representing 107,927,227 ordinary registered voting shares, and therefore the quorum achieved was 60.98% of the voting share capital. (It is noted that the Company holds 4,570,034 own shares which, however, attach no voting rights and were not counted for the quorum at the General Meeting). The Meeting discussed and decided on all items of the agenda.
In particular, the Ordinary General Meeting decided the following:
With regard to item 1:
It approved the Annual Financial Statements and the Annual Consolidated Financial Statements for the fiscal year ended on 31 December 2015, after the relevant reports of the Board of Directors and of the Certified Auditor-Accountant were read aloud.
Specifically approved, among others, not to distribute dividend for the fiscal year 2015, and to transfer resulting losses to the next fiscal year in order to be offset against future gains.
Number of shares representing validly cast votes: 107,927,227
Percentage of voting share capital: 60.98%
Total number of validly cast votes: 107,927,227
Number of votes for: 107,632,090 (99.73% of votes present and represented) – Number of votes against: 0 - Abstained: 295,137.
With regard to item 2:
It released the members of the Board of Directors and the Certified Auditor-Accountant from all liability or compensation claims arising from the exercise of their duties for fiscal year 2015, in accordance with article 35 of Codified Law 2190/1920.
Number of shares representing validly cast votes: 107,927,227
Percentage of voting share capital: 60.98%
Total number of validly cast votes: 107,927,227
Number of votes for: 107,230,175 (99.35% of votes present and represented) – Number of votes against: 401,915 - Abstained: 295,137.
With regard to item 3:
It approved the payment of €715,000.00 representing remuneration (compensation) paid to the members of the Board of Directors for the fiscal year 2015, pursuant to article 24(2) of Codified Law 2190/1920, as in force.
The above remuneration (compensation) was pre-approved by the Ordinary General Meeting on 26.06.2015.
The aforementioned remuneration (compensation) is subject to tax withholding according to the provisions of the applicable tax legislation, and is also charged with legal stamp duties.
Moreover, the payment of €715,000.00 for remuneration (compensation) to the members of the Board of Directors for the current fiscal year 2016, pursuant to article 24(2) of Codified Law 2190/1920, was pre-approved.
The aforementioned remuneration (compensation) is subject to tax withholding according to the provisions of the applicable tax legislation, and is also charged with legal stamp duties.
Number of shares representing validly cast votes: 107,927,227
Percentage of voting share capital: 60.98%
Total number of validly cast votes: 107,927,227
Number of votes for: 107,927,227 (100.00% of votes present and represented) – Number of votes against: 0 - Abstained: 0.
With regard to item 4:
It elected, following the proposal of the Audit Committee, the certified company of Chartered Accountants PriceWaterhouseCoopers (PWC) to audit the Company's financial statements and consolidated financial statements for fiscal year 2016. Upon the proposal of the PWC Mr. Dimitrios A. Sourbis has been assigned as Ordinary Certified Auditor-Accountant, and Mr. Marios Th. Psaltis has been assigned as his replacement. The fee was set at the amount of €135,000.00, plus VAT.
Number of shares representing validly cast votes: 107,927,227
Percentage of voting share capital: 60.98%
Total number of validly cast votes: 107,927,227
Number of votes for: 107,827,227 (99.91% of votes present and represented) – Number of votes against: 100,000 - Abstained: 0.
With regard to item 5:
It authorised, pursuant to article 23(1) of Codified Law 2190/1920, the members of the Board of Directors and the General Management of the Company, as well as the Directors, to participate in Boards of Directors or in the Management of companies pursuing similar or contiguous purposes as those of the Company.
Number of shares representing validly cast votes: 107,927,227
Percentage of voting share capital: 60.98%
Total number of validly cast votes: 107,927,227
Number of votes for: 107,827,227 (99.91% of votes present and represented) – Number of votes against: 100,000 - Abstained: 0.
With regard to item 6:
It approved, pursuant to article 23(a) of Codified Law 2190/1920, the conclusion, the extension and or renewal of contracts made between the Company and its affiliates, within the meaning of article 42(e)(5) of Codified Law 2190/20, as in force.
Number of shares representing validly cast votes: 107,927,227
Percentage of voting share capital: 60.98%
Total number of validly cast votes: 107,927,227
Number of votes for: 82,415,478 (76.36% of votes present and represented) – Number of votes against: 22,169,313 - Abstained: 3,342,436.
With regard to item 7:
It approved of an own share buyback plan pursuant to article 16 par. 1 Codified Law 2190/1920, as in force, for any permitted use and purpose, according to the law, until the completion of a percentage of 10% of its, each time, paid-up share capital, including the already owns acquired and hold shares by virtue of the resolutions of the General Meeting dated 10.12.2007 and 09.12.2008, and which correspond to 2.58% of its current paid-up share capital.
The duration of the plan is two (2) years as of the date of its approval by the General Meeting, i.e. until 23 June 2018, and any purchases under it, will be effected with a minimum purchase price equal to sixty cent (0.60) and a maximum purchase price equal to three euro (3.00) per purchased share.
Finally, the Board of Directors of the Company is authorized to arrange all formalities and procedures for the said issue, including the assurance of the prior written consent of the Company's bondholder lending banks, as provided in the relevant agreement.
Number of shares representing validly cast votes: 107,927,227
Percentage of voting share capital: 60.98%
Total number of validly cast votes: 107,927,227
Number of votes for: 90,132,227 (83.51% of votes present and represented) – Number of votes against: 100,000 - Abstained: 17,695,000.
With regard to item 8 (Other announcements) :
It has been announced that, applying its compliance policy, ELLAKTOR Group will develop a Compliance Program, which will include a Business Code of Ethics that will incorporate all provisions currently in force and based on national and EU legislative framework.
Kifissia, 27/06/2016