ELLINIKI TECHNODOMIKI ANEMOS SOCIETE ANONYME
FOR ELECTRIC POWER GENERATION (distinctive title “EL.TECH. ANEMOS S.A.”)

DECISIONS OF THE ORDINARY GENERAL MEETING OF 24 JUNE 2016

 

The Ordinary General Meeting of EL.TECH. ANEMOS S.A. Shareholders, held on 24 June 2016, was attended by 20 shareholders (in person or by representative), representing 64,755,251 ordinary, registered, voting shares or 78.33% of the paid-up, voting share capital. Following the verification of the quorum, the Meeting discussed and decided for each and every one item 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, following the hearing and approval of the relevant reports of the Board of Directors and of the Certified Auditor-Accountant. In addition, it approved the non-distribution of dividend for the fiscal year 2015, as well as the carryover of the profit balance amounts (after the deduction of taxes), as follows:

a)  The amount of 384,248.31 euros to be carried in favor of the Company's regular reserves and

b)  The rest of the period's profits (after the deduction of taxes) to be carried in the new fiscal year.

Number of shares for which votes have been validly cast: 64,755,251

Percentage of voting share capital: 78.33%

Number of validly cast votes: 64,755,251

Number of votes “in favor”: 64,755,251 (100% of present and represented votes) – Number of votes “against”: 0 – Number of votes withheld: 0

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 the fiscal year 2015, in accordance with article 35 of Codified Law 2190/1920.

Number of shares for which votes have been validly cast: 64,755,251

Percentage of voting share capital: 78.33%

Number of validly cast votes: 64,755,251

Number of votes “in favor”: 64,755,251 (100% of present and represented votes) – Number of votes “against”: 0 – Number of votes withheld: 0

With regard to item 3

It approved the payment of euro 400,000.00 for fees (remuneration) to members of the Board of Directors, pursuant to article 24 par. 2 of Codified Law 2190/1920, for fiscal year 2015. The above fees were pre-approved by the Ordinary General Meeting held on 26.06.2015. The aforementioned fees (remuneration) are subject to tax withholding, according to the provisions of the applicable tax legislation, and are also charged with legal stamp tax-duties.

In addition, the payment of euro 125,000.00 for fees (remuneration) to members of the Board of Directors, pursuant to article 24 par. 2 of Codified Law 2190/1920 for the fiscal year 2016, was pre-approved. The aforementioned fees (remuneration) are subject to tax withholding, according to the provisions of the applicable tax legislation, and are also charged with legal stamp tax-duties.

Number of shares for which votes have been validly cast: 64,755,251

Percentage of voting share capital: 78.33%

Number of validly cast votes: 64,755,251

Number of votes “in favor”: 64,755,251 (100% of present and represented votes) – Number of votes “against”: 0 – Number of votes withheld: 0

With regard to item 4

Following the proposal of the Audit Committee, it elected PricewaterhouseCoopers Audit Firm (PwC) for the audit of the Company and the Consolidated Financial Statements for fiscal year 2016. Upon the proposal of PwC, Mr. Dimitrios Sourbis has been assigned as Ordinary Certified Auditor-Accountant and Mr. Marios Psaltis as his alternate. PwC's fee was set at the amount of euro 135,000.00 plus VAT, according to article 18 of Law 2231/1994.

Number of shares for which votes have been validly cast: 64,755,251

Percentage of voting share capital: 78.33%

Number of validly cast votes: 64,755,251

Number of votes “in favor”: 64,755,251 (100% of present and represented votes) – Number of votes “against”: 0 – Number of votes withheld: 0

With regard to item 5

It authorized the Members of the Board of Directors and the Managers of the Company, to participate in Boards of Directors or in the management of affiliated and non-affiliated Companies, even if pursuing similar objectives.

Number of shares for which votes have been validly cast: 64,755,251

Percentage of voting share capital: 78.33%

Number of validly cast votes: 64,755,251

Number of votes “in favor”: 64,755,251 (100% of present and represented votes) – Number of votes “against”: 0 – Number of votes withheld: 0

With regard to item 6

It authorized the Company, pursuant to article 23(a) of Codified Law 2190/1920, to enter into, extend or renew contracts concluded between itself and its affiliates (as an affiliate is being described in article 42(e) par. 5 of Codified Law 2190/1920), under competitive terms as currently apply in the market for similar transactions.

Number of shares for which votes have been validly cast: 64,755,251

Percentage of voting share capital: 78.33%

Number of validly cast votes: 64,755,251

Number of votes “in favor”: 64,755,251 (100% of present and represented votes) – Number of votes “against”: 0 – Number of votes withheld: 0

With regard to item 7

It approved the Board of Directors Resolutions, dated 30.06.2015 and 31.12.2015, concerning the amendment of the use and of the timetable of the distribution of the funds raised by share capital increase, effected by virtue of the company's Extraordinary General Meeting dated 28.03.2014. Consequently the distribution program of the funds raised by said share capital increase, as reflected in the “Report for the distribution of the capitals raised by the share capital increase through payment in cash for the time period 18 July 2014 – 31 December 2015”, which makes part of company's “Annual Financial Statements for fiscal year 1 January 2015 – 31 December 2015”, is accordingly amended.

Number of shares for which votes have been validly cast: 64,755,251

Percentage of voting share capital: 78.33%

Number of validly cast votes: 64,755,251

Number of votes “in favor”: 64,755,251 (100% of present and represented votes) – Number of votes “against”: 0 – Number of votes withheld: 0

With regard to item 8

No specific announcement was made.

 

Kifissia, June 24^th 2016

Announcement for the decisions of the Ordinary General Meeting of 24 June 2016