Decisions of Ordinary General Meeting on 27.06.2013
Decisions of Ordinary General Meeting on 27.06.2013
At the Ordinary General Meeting of Shareholders of ELLAKTOR SA held on 27 June 2013, was attended by 170 shareholders, representing 111,746,422 ordinary registered voting shares, therefore the quorum achieved was 63.13% 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 the items of the daily agenda with No 1, 2, 3, 4, 5, 6, 7, 8 and 11.
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 2012, 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 2012, and to transfer resulting losses to the next year in order to be offset against future gains.
Number of shares representing validly cast votes: 111,746,422
Percentage of voting share capital: 63.13%
Total number of validly cast votes: 111,746,422
Number of votes for: 111,746,422 (100% of votes present and represented) – Number of votes against: 0 - 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 2012.
Number of shares representing validly cast votes: 111,746,422
Percentage of voting share capital: 63.13%
Total number of validly cast votes: 111,746,422
Number of votes for: 111,746,422 (100% of votes present and represented) – Number of votes against: 0 - Abstained: 0
With regard to item 3:
Approved the payment of €599,000.00 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 2012.
The preliminary approval for the payment of €770,000.00 for fees (remuneration) to members of the Board of Directors, pursuant to article 24(2) of Codified Law 2190/1920, for current year 2013.
The aforementioned fees (remuneration) are subject to tax withholding (40%) according to the provisions of the applicable tax legislation, and are also charged with legal stamp duties.
Number of shares representing validly cast votes: 111,746,422
Percentage of voting share capital: 63.13%
Total number of validly cast votes: 111,746,422
Number of votes for: 110,215,030 (98.63% of votes present and represented) – Number of votes against: 1,089,302 - Abstained: 442,090.
With regard to item 4:
Elected, upon the proposal of the Audit Committee, the certified company Chartered Accountants PriceWaterhouseCoopers (PWC) to audit the Company's separate and consolidated financial statements for FY 2013, 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: 111,746,422
Percentage of voting share capital: 63.13%
Total number of validly cast votes: 111,746,422
Number of votes for: 111,190,392 (almost 100% of votes present and represented) – Number of votes against: 556,030 - 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: 111,746,422
Percentage of voting share capital: 63.13%
Total number of validly cast votes: 111,746,422
Number of votes for: 111,646,422 (almost 100% 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: 111,746,422
Percentage of voting share capital: 63.13%
Total number of validly cast votes: 111,746,422
Number of votes for: 104,493,864 (93.51% of votes present and represented) – Number of votes against: 6,405,400 - Abstained: 847,158.
With regard to item 7:
Elected new Board of Directors with five years duration, due to the termination of the duration of the outgoing one.
The synthesis of the new Board of Directors is:
1. Anastasios Kallitsantsis
2. Leonidas Bobolas
3. Dimitrios Kallitsantsis
4. Dimitrios Koutras
5. Loukas Giannakoulis
6. Angelos Giokaris
7. Eduard Sarantopoulos
8. Ioannis Tzivelis
9. Theodoros Pantalakis
10. Dimitrios Hatzigrigoriadis
11. Iordanis Aivazis
Of the above members Messrs. Iordanis Aïvazis, Theodoros Pantalakis and Dimitrios Hatzigrigoriadis have been designated by the General Assembly as Independent Members, according to L.3016/2002 on Corporate Governance.
Number of shares representing validly cast votes: 111,746,422
Percentage of voting share capital: 63.13%
Total number of validly cast votes: 111,746,422
Number of votes for: 104,393,864 (93.42% of votes present and represented) – Number of votes against: 6,405,400 - Abstained: 947,158.
With regard to item 8:
Elected new Audit Committee, according to the art.37 of L.3693/2008, with five years duration, due to the termination of the duration of the outgoing one.
The synthesis of the new Audit Committee is:
- Loukas Giannakoulis, under the completion or the prerequisite that the BoD will appoint him as a non-executive member at its formation into a body meeting.
- Dimitrios Hatzigrigoriadis, independent - non executive member
- Iordanis Aivazis, independent - non executive member, who has proven track record and sufficient knowledge regarding accounting and auditing issues.
Number of shares representing validly cast votes: 111,746,422
Percentage of voting share capital: 63.13%
Total number of validly cast votes: 111,746,422
Number of votes for: 109,217,104 (97.74% of votes present and represented) – Number of votes against: 1,819,520 - Abstained: 709,798.
With regard to item 11:
No specific announcement.
As it was mentioned, the discussion and the decision on issues No 9 and 10 of the daily agenda was postponed, due to the achievement of no-quorum of 2/3 of paid share capital, according to the law and the Company's articles of association. The discussion and decision on those issues will take place during the 1st Repeat General Shareholders Meeting, that according to the decision of the Board of Directors dated 4.6.2013, will take place on Monday, July 8, 2013, at 11.00 a.m., at company's premises on 25, Ermou Str., Kifissia, without further invitation.