DECISIONS OF THE SHAREHOLDERS’ ORDINARY GENERAL ASSEMBLY HELD ON JUNE 23, 2021
Athens, June 23, 2021
DECISIONS OF THE SHAREHOLDERS' ORDINARY GENERAL ASSEMBLY
HELD ON JUNE 23, 2021
Today, the 23th day of June 2021, the Shareholders of the company TERNA ENERGY S.A. held the Annual General Assembly, in which 220 Shareholders holding 88,981,423 shares and voting rights, thus a percentage of 76.95 % of the share capital, participated and the following decisions were made:
Item 1: Approved by 88,846,733 votes in favor (99.85% of those present), by 132,690 against (0.15% of those present) and abstention of 2,000 (0.00% of those present), in total, the Financial Statements (corporate and consolidated) for the year 2020 as were uploaded on the website of the Company and the Athens Stock Exchange and recorded in detail in the Annual Financial Report.
Item 2: The proposal of the Board of Directors for the distribution of a dividend of € 0.17 per share was approved, with 88,979,423 votes in favor (100.00% of those present) and abstain of 2,000 (0.00% of those present), of total amount € 19,695,365.30 for the year 2020, from the reserves of the Company of article 48 of law 4172/2013, in accordance with article 162 par. 3 of law 4548/2018. This amount will be increased by the dividend corresponding to the treasury shares held by the Company. Details will be given in a new announcement of the Company.
Approved with 84,947,696 votes in favor (95.47% of those present), 4,023,727 against (4.52% of those present) and an abstention of 10,000 (0.01% of those present), the payment of remuneration to the Board Members, from the after-tax profits of the Company pursuant to articles 109 and 110 of law 4548/2018 and article 14 of the Company's Articles of Association, totaling € 1,080,000.
Item 3: The General Assembly, with 88,505,057 votes in favor (99.46% of those present) and 455,336 against (0.51% of those present) and an abstention of 21,030 (0.02% of those present), approved the overall management of the fiscal year 2020 by the Members of the Board and specifically Messrs. Georgios Peristeris, Georgios Perdikaris, Emmanouil Maragoudakis, Georgios Spyrou, Michael Gourzis, Vassilios Delikaterinis (until 2/4/2020), Emmanouil Moustakas (from 2/4/2020), Georgios Kouvaris, Gagik Apkarian and Georgios Mergos.
Item 4: The General Meeting, with 88,502,057 votes in favor (99.46% of those present) and 458,336 against (0.52% of those present) and an abstention of 21,030 (0.02% of those present), discharged the Auditor from any liability or indemnification arising from the performance of her duties for the year 2020.
Item 5: The General Assembly approved, with 77,149,234 votes in favor (86.70% of those present) and 8,668,530 against (9.74% of those present) and an abstention of 3,163,659 (3.56% of those present), the proposal of the Board of Directors for the approval of the Remuneration Report of the members of the Board of Directors of the Company for the fiscal year 2020 according to article 112 of law 4548/2018, according to which remuneration were paid to the members of the Board of Directors during of the fiscal year 2020 in accordance with the Remuneration Policy approved by the General Assembly of 29.04.2020.
Item 6: The Annual Report of the Audit Committee for the year 01.01-31.12.2020 was approved, with 88,979,423 votes in favor (100.00% of those present) and 2,000 abstentions (0.00% of those present).
Item 7: The auditing company GRANT THORNTON was elected with 88,979,423 votes in favor (100.00% of those present) and 2,000 abstentions (0.00% of those present) for the audit of the Corporate and Consolidated Financial Statements 2021 and remuneration on the basis of the respective for year 2020 after any adjustment according to the needs of the audit.
Item 8: The General Meeting elected new members to the 11-member Board of Directors of the Company with a five-year term as follows:
Name |
For |
Against |
Abstain |
1. George Peristeris, Chairman |
83,873,094 (94,26 %) |
5,106,329 (5,74 %) |
2,000 (0,00 %) |
2. Emmanouil Maragoudakis, |
83,880,327 (94,27 %) |
4,238,532 (4,76 %) |
862,564 (0,97 %) |
3. George Spyrou, |
83,880,327 (94,27 %) |
4,238,532 (4,76 %) |
862,564 (0,97 %) |
4. Aristotelis Spiliotis, |
83,873,094 (94,26 %) |
4,245,765 (4,77 %) |
862,564 (0,97 %) |
5. Michael Gourzis, |
80,348,151 (90,30 %) |
7,770,708 (8,73 %) |
862,564 (0,97 %) |
6. Nikolaos Voutichtis, |
83,036,066 (93,32 %) |
5,082,793 (5,71 %) |
862,564 (0,97 %) |
7. George Mergos, Independent Non-Executive Member |
80,157,476 (90,08 %) |
7,961,383 (8,95 %) |
862,564 (0,97 %) |
8. Marina Sarkisian Ochanesoglou, Independent Non-Executive Member |
83,554,679 (93,90 %) |
4,564,180 (5,13 %) |
862,564 (0,97 %) |
9. Andreas Tapratzis, Independent Non-Executive Member |
83,554,679 (93,90 %) |
4,564,180 (5,13 %) |
862,564 (0,97 %) |
10. Sofia Kounenaki-Efraimoglou, Independent Non-Executive Member |
83,554,679 (93,90 %) |
4,564,180 (5,13 %) |
862,564 (0,97 %) |
11. Tatiana Karapanagioti, Independent Non-Executive Member |
83,554,679 (93,90 %) |
4,564,180 (5,13 %) |
862,564 (0,97 %) |
Item 9: The General Assembly elected, by 88,654,087 votes in favor (99.63% of those present), 325,336 against (0.37% of those present) and an abstention of 2,000 (0.00% of those present), the election of a three-member Audit Committee with a two-year term with the following composition:
1. George Mergos, independent non-executive member of the Board - Chairman of the Audit Committee.
2. Andreas Tapratzis independent non-executive member of the Board. - Member.
3. Nikolaos Kalamaras independent, non-member of the Board. - Specialist in Accounting and Auditing.
The members of the Committee are independent in their entirety.
Item 10: The General Meeting approved with, 88,979,423 votes in favor (100.00% of those present) and an abstention of 2,000 (0.00% of those present), the amendment of articles 9 par.2, 10, 11, 14 and 15 of the Company's Articles of Association.
Item 11: The General Assembly approved by 78,332,760 votes in favor (88.03% of those present), 10,646,663 against (11.97% of those present) and an abstention of 2,000 (0.00% of those present), the amendment and renewal of the term of the approved by the General Assembly of 29.04.2020 Remuneration Policy, prepared with the diligence of the Nominations and Remuneration Committee.
Item 12: The General Meeting approved by 88,979,423 votes in favor (100.00% of those present) and 2,000 abstentions (0.00% of those present), the Suitability Policy of the members of the Board of Directors of the Company in accordance with article 3 of Law 4706/2020.
Regarding Item 13 “Various announcements, approvals and discussion of issues of general interest”, no items for approval and decision making were raised.