DECISIONS OF THE SHAREHOLDERS’ ORDINARY GENERAL ASSEMBLY
Today, the 18th day of April 2016, the Shareholders of the company TERNA ENERGY S.A. held the Ordinary General Assembly, in which 82 Shareholders holding 90,226,201 shares and voting rights, thus a percentage of 82.54% of the share capital, participated and the following decisions have been made:
Item Item 1: Unanimous approval with 90,226,201 votes, of the Financial Statements (Company and Consolidated) for the fiscal year 2015, as these statements were notified to the General Secretariat of Commerce and published on the website of the General Commercial Registry, posted on the Company's website as well as on the website of the Athens Stock Exchange and as they were analytically presented in the Annual Financial Report, which was distributed to the Shareholders, present in the Assembly.
Item 2: The General Assembly approved, with 89,994,282 votes in favor (99.74% of those present), 18,225 against (0.02% of those present) and 213,694 abstain (0.24% of those present), of the proposition regarding profit distribution for the fiscal year 2015, which for the year 2015 amount to 3.096.377,09 €. After deduction of the income taxes for the respective year (current and deferred taxes) amounting to 3.010.478,62 €, the net profits of the company for the said year amount to 85.898,47 € .
The General Assembly approved of the proposition of the Board of Directors of the Company for the distribution of a dividend of 0,09 € per share, i.e. the total amount of 9.838.296,00 €, which will be distributed in whole from the balance of the profits of previous years.
The above mentioned amount shall be increased by the amount of the dividends corresponding to the treasury shares of the Company. The Company, before the distribution of the dividends, shall withhold 10% for taxes, in compliance with article 64 par. 1a of law Ν.4172/2013.
More specifically, with regards to the payment of the dividends for the year 2015 and in accordance with the Financial Calendar published on the Daily Bulletin of the Athens Stock Exchange, the ex-dividend date is May 30, 2016. The Right to receive Dividend is held by Company Shareholders that are listed in the records of the Dematerialized Securities System on Tuesday May 31, 2016 (Record Date). The General Assembly decided that the dividend will be paid through Piraeus Bank and set Monday June 6, 2016 as Dividend Payment Date.
Item 3: The General Assembly unanimously, with 90,226,201 votes, discharged individually and collectively all the Members of the Board of Directors and the Auditor from every liability or indemnification obligation deriving from the exercise of their duties for the fiscal year 2015.
Item 4: The General Assembly unanimously, with 90,226,201 votes, elected Mr. Pavlos Stellakis as Certified Auditor and Mr. Dimitrios Douvris as Deputy Certified Auditor, for the fiscal year 2016, both members of the company “GRANT THORNTON” and their remuneration will be in accordance with the specifications set forth by the Greek Institute of Certified Public Accountants which apply to all of its members.
Item 5: The General Assembly unanimously with 90,226,201 votes, 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 4,044,682 treasury shares that the Company already holds, thus up to 6,886,758 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 April 18, 2018 and will be implemented at a minimum purchase price of ten cents (0.10) 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 6: The General Assembly unanimously with 90,226,201 votes, granted 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 connected to the Company in any way.
Item 7: The General Assembly approved, with 88,641,174 votes in favor (98.24% of those present) and 1,585,027 votes against (1.76% of those present), the payment of a total of 47,500.00 € to the C.E.O. Mr Emm. Maragoudakis as well as the continuation of the remuneration to Mr. Maragoudakis and to any other Board Member, if they provide services, under the condition that such are employed in several projects and sectors of the Company, notwithstanding their capacity as members of the Board of Directors of the Company, whereas the Board of Directors has been authorized to define the level of such remuneration.
The General Assembly also approved of the provision of services, credit, loans and in general other guarantees in favor of subsidiaries or related companies, according to the definition of article 42e of C.L. 2190/1920, to financial institutions, as well as the undertaking and 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.
Regarding Item 8 “Various announcements, approvals and discussion of issues of general interest” no issues for approval and decision making were raised.
The Company's Management referred to the Company's projects and developments, approvals, permits and other issues concerning its regular operation.