Decisions of Ordinary General Meeting on 29.06.2012

 

At the Ordinary General Meeting of Shareholders of ELLAKTOR SA held on 29 June 2012, was attended by 127 shareholders, representing 105,733,549 ordinary registered voting shares, therefore the quorum achieved was 59.74% 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 on the agenda as the following.

 

In particular, the Ordinary General Meeting decided the following:

 

With regard to item 1:

Approved the Annual Financial Statements and the Annual Consolidated Financial Statements for the financial year ended on 31 December 2011, 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 financial year 2011, and to transfer resulting losses to the next year in order to be offset against future gains.

 

Number of shares representing validly cast votes: 105,733,549

Percentage of voting share capital: 59.74 % 

Total number of validly cast votes: 105,733,549

Number of votes for: 105,733,439 (100% of votes present and represented) – Number of votes against: 110 - Abstained: 0.

 

With regard to item 2:

Released of the members of the Board of Directors and of the certified auditor-accountant from all liability to compensation for FY 2011.

 

Number of shares representing validly cast votes: 105,733,549

Percentage of voting share capital: 59.74 % 

Total number of validly cast votes: 105,733,549

Number of votes for: 105,633,549 (99,91% of votes present and represented) – Number of votes against: 100,000 - Abstained: 0.

 

With regard to item 3:

Approved the payment of ¤1,466,000.00 representing fees (remuneration) to the members of the Board of Directors, pursuant to article 24(2) of Codified Law 2190/1920, as in force for fiscal year 2011, namely: ¤200,000.00 to Mr. Anastasios Kallitsantsis, ¤200,000.00 to Mr. Leonidas Bobolas, ¤200,000.00 to Mr. Dimitrios Kallitsantsis, ¤200,000.00 to Mr. Dimitrios Koutras, ¤200,000.00 to Mr. Loukas Giannakoulis, ¤150,000.00 to Mr. Angelos Giokaris, ¤150,000.00 to Mr. Edward Sarantopoulos, ¤50,000.00 to Mr. Ioannis Koutras, ¤50,000.00 to Mr. Georgios Sossidis, ¤33,000.00 to Mr. Dimitrios Hatzigrigoriadis, and ¤33,000.00 to Mr. Georgios Bekiaris.

The preliminary approval for the payment of ¤599,000.00 for fees (remuneration) to members of the Board of Directors, pursuant to article 24(2) of Codified Law 2190/1920,  for current year 2012 will be proposed, namely: ¤70,000.00 to Mr. Anastasios Kallitsantsis, ¤70,000.00 to Mr. Leonidas Bobolas, ¤70,000.00 to Mr. Dimitrios Kallitsantsis, ¤70,000.00 to Mr. Dimitrios Koutras, ¤70,000.00 to Mr. Loukas Giannakoulis, ¤50,000.00 to Mr. Angelos Giokaris, ¤50,000.00 to Mr. Edward Sarantopoulos, ¤50,000.00 to Mr. Ioannis Koutras, ¤33,000.00 to Mr. Georgios Sossidis, ¤33,000.00 to Mr. Dimitrios Hatzigrigoriadis, and ¤33,000.00 to Mr. Georgios Bekiaris.

 

The aforementioned fees (remuneration) are subject to tax withholding (35%) according to the provisions of the applicable tax legislation, and are also charged with legal stamp duties.

 

Number of shares representing validly cast votes: 105,733,549

Percentage of voting share capital: 59.74 % 

Total number of validly cast votes: 105,733,549

Number of votes for: 105,733,549 (100% of votes present and represented) – Number of votes against: 0 - Abstained: 0.

 

With regard to item 4:

Elected the certified company Chartered Accountants PriceWaterhouseCoopers (PWC) to audit the CompanyΆs separate and consolidated financial statements for FY 2012, and more specifically Ms. Despina P. Marinou to act as ordinary certified auditor-accountant, and Mr. Dimitrios A. Sourbis to act as her replacement. Their fees were set at the amount of ¤120,000.00, plus VAT.

 

Number of shares representing validly cast votes: 105,733,549

Percentage of voting share capital: 59.74 % 

Total number of validly cast votes: 105,733,549

Number of votes for: 105,733,549 (100% of votes present and represented) – Number of votes against: 0 - Abstained: 0.

 

With regard to item 5:

Authorised, pursuant to article 23(1) of Codified Law 2190/1920, the members of the Board of Directors and Company Managers to participate in Boards of Directors or in the Management of other Group Companies or of other companies, even if pursuing similar objectives.

 

Number of shares representing validly cast votes: 105,733,549

Percentage of voting share capital: 59.74 % 

Total number of validly cast votes: 105,733,549

Number of votes for: 105,633,549 (99,91% of votes present and represented) – Number of votes against: 100,000 - Abstained: 0.

 

With regard to item 6:

Approved, pursuant to article 23(a) of Codified Law 2190/1920, the making, extension and or renewal of contracts made between the Company and affiliates, within the meaning of article 42(e)(5) of Codified Law 2190/20, as in force.

 

Number of shares representing validly cast votes: 105,733,549

Percentage of voting share capital: 59.74 % 

Total number of validly cast votes: 105,733,549

Number of votes for: 101,391,377 (95.89% of votes present and represented) – Number of votes against: 3,909,465 - Abstained: 432,707.

 

With regard to item 7:

The Management has informed the Shareholders of measures processed by all its bodies with a view to dealing with the crisis through mergers of companies or through dissolution of companies whose existence is no longer necessary, in conjunction with cost reduction measures, reducing the GroupΆs loans and refocusing its activities, where possible, on operations ensuring constant cash flows. Following deliberation, the General Assembly  reserved the right to deliberate it in a future General Assembly of Shareholders, on the basis of a relative proposal of the BoD.

 

Number of shares representing validly cast votes: 105,733,549

Percentage of voting share capital: 59.74 % 

Total number of validly cast votes: 105,733,549

Number of votes for: 96,336,420 (91.11% of votes present and represented) – Number of votes against: 8,939,515 - Abstained: 457,614.