Today, the 1^st day of July 2021, the Shareholders of the company GEK TERNA S.A. held the Ordinary General Assembly, in which 141 Shareholders holding 57,819,742 shares and voting rights, thus a percentage of 59.00 % of the share capital, participated and the following decisions were made:

 

Item 1: Approved by 57,776,918 votes in favor (99.93% of those present), by 39,274 against (0.07% of those present) and abstention of 3,550 (0.01% 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, the relevant Report of the Board of Directors and the Report of the Certified Auditor - Accountant.

 

Item 2: The Annual Report of the Audit Committee for the year 01.01-31.12.2020 was approved, with 57,816,192 votes in favor (99.99% of those present) and 3,550 abstentions (0.01% of those present).

 

Item 3: The General Assembly, with 57,774,819 votes in favor (99.92% of those present) and abstain of 44,923 (0.08% of those present), approved the overall management of the fiscal year 2020 by the Members of the Board and specifically Messrs Dimitrios Antonakos, Michael Gourzis, Aggelos Benopoulos, Georgios Peristeris, Konstantinos Vavaletskos, Emmanuel Vrailas, Emmanuel Moustakas, Georgios Perdikaris, Apostolos Tamvakakis, Gagik Apkarian, Spyridon Capralos, Penelope Lazaridou and Athanasios Skordas.

 

Item 4: The General Meeting, with 56,261,685 votes in favor (97.31% of those present) and 1.513,134 against (2.62% of those present) and an abstention of 44,923 (0.08% 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 51,001,431 votes in favor (88.21% of those present) and 6,614,597 against (11.44% of those present) and an abstention of 204,714 (0.35% 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.

 

Item 6: The General Assembly approved by 51,183,908 votes in favor (88.52% of those present), 6,632,284 against (11.47% of those present) and an abstention of 3,550 (0.01% of those present), the amendment and renewal of the term of the approved Remuneration Policy, prepared with the diligence of the Nominations and Remuneration Committee.

 

Item 7: The auditing company GRANT THORNTON was elected with 57,816,192 votes in favor (99.99% of those present) and 3,550 abstain (0.01% 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 approved with, 57,816,192 votes in favor (99.99% of those present) and 3,550 abstain (0.01% of those present), the amendment of articles 8 par.2, 16, 17, 20 and 21 of the Company's Articles of Association.

 

Item 9: The General Meeting approved by 57,816,192 votes in favor (99.99% of those present) and 3,550 abstain (0.01% 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.

 

Item 10: The General Meeting elected 15 new members to the Board of Directors of the Company with a four-year term as follows:

Name	For	Against	Abstain
1. Peristeris George, Chairman of the Board	52.592.489 (90,96 %)	5.223.703 (9,03 %)	3.550 (0,01 %)
2. Tamvakakis Apostolos Independent Non-Executive Member	54.150.804 (93,65 %)	3.665.388 (6,34 %)	3.550 (0,01 %)
3. Gourzis Michael	57.318.693 (99,13 %)	497.499 (0,86 %)	3.550 (0,01 %)
4. Benopoulos Angelos	53.192.971 (92,00 %)	4.623.221 (8,00 %)	3.550 (0,01 %)
5. Antonakos Dimitrios	57.318.693 (99,13 %)	497.499 (0,86 %)	3.550 (0,01 %)
6. Moustakas Emmanuel	57.318.693 (99,13 %)	497.499 (0,86 %)	3.550 (0,01 %)
7. George Perdikaris	53.835.079 (93,11 %)	3.981.113 (6,89 %)	3.550 (0,01 %)
8. Lazaridou Penelope	57.318.693 (99,13 %)	497.499 (0,86 %)	3.550 (0,01 %)
9. Capralos Spyridon Independent Non-Executive Member	57.816.192 (99,99 %)	0 (0,00 %)	3.550 (0,01 %)
10. Dimitrios Afentoulis	57.230.462 (98,98 %)	585.730 (1,01 %)	3.550 (0,01 %)
11. Apkarian Gagik Independent Non-Executive Member	56.796.749 (98,23 %)	1.019.443 (1,76 %)	3.550 (0,01 %)
12. Staikou Sofia Independent Non-Executive Member	57.816.192 (99,99 %)	0 (0,00 %)	3.550 (0,01 %)
13. Delikoura Aikaterini Independent Non-Executive Member	57.816.192 (99,99 %)	0 (0,00 %)	3.550 (0,01 %)
14. Skordas Athanasios Independent Non-Executive Member	57.816.192 (99,99 %)	0 (0,00 %)	3.550 (0,01 %)
15. Lambrou Konstantinos	57.310.731 (99,12 %)	505.461 (0,87 %)	3.550 (0,01 %)

It is noted that the decision about the election of Messrs. Skordas and Lambrou will become effective after the registration of the amendment of the Articles of Association in the General Commercial Registry.

The Members of the Board of Directors fulfill the conditions of articles 3 and 5 of law 4706/2020 regarding adequate representation by gender and the total number of independent non-executive members in the Board of Directors as well as the suitability criteria provided for by the current regulatory framework and the internal rules of operation of the Company. The the independent non-executive members meet the conditions of independence set by the current regulatory framework.

 

Item 11: The General Assembly elected, by 57,672,731 votes in favor (99.75% of those present), 143,461 against (0.25% of those present) and an abstention of 3,550 (0.01% of those present), the election of a four-member Audit Committee, in accordance with the provisions of article 44 of Law 4449/2017, which:

• It will be a joint committee consisting of two (2) independent non-executive members of the Board of Directors, a non-executive member of the BoD and a fourth person, non-member of the Board, who meets the conditions of independence of article 9 of law 4706/2020.

• Were elected as members of the Audit Committee, Mr. Angelos Tagmatarchis, who is not a member of the Board and fulfils the criteria of independence provided in article 9 of law 4706/2020, Mr. Apostolos Tamvakakis, independent non-executive member of the Board and Mr. Spyridon Capralos, an independent non-executive member of the Board and Mr. Dimitrios Afendoulis, non-executive member.

• The members of the committee were elected following a proposal of the Board of Directors, after the fulfillment of the criteria and conditions of article 44 of law 4449/2017, as in force.

• Specifically, the Members of the Audit Committee meet the requirements of article 44 of law 4449/2017, meet all the criteria of independenceof article 9 of law 4706/2020, all have sufficient knowledge of the field of Construction & Materials / Construction, in which the Company operates, two of its members, Mr. Angelos Tagmatarchis and Mr. Apostolos Tamvakakis, have proven sufficient knowledge in the field of auditing and accounting, and all the Members are able to carry out their responsibilities and obligations.

• It will have a two (2) term, automatically extended until the first Ordinary General Meeting after the end of its term.

 

Regarding Item 12 “Various announcements, approvals and discussion of issues of general interest”, no items for approval and decision making were raised.