The company EKTER S.A. informs the investor community that on Friday, February 26, 2021 at 13:00 an Extraordinary General Meeting of its shareholders took place at the offices of the company, located in 15 Nikis St., Athens 10557.
Of a total of 11.250.000 Registered Common Shares, 10 shareholders/holders of voting rights attended or were represented in the Meeting with 5.829.856 shares and voting rights, i.e. 51,821% of the total share capital.
The General Meeting was duly constituted and deliberated on all the items of the agenda. Specifically, the decision of the General Meeting and the results of the vote per item, pursuant to the applicable provisions of law 4548/2018, are as follows:
1st Item: A new eight (8) member Board of Directors was elected for a five-year term, ending on 30.06.2026 automatically extendable until the date of the convocation of the Ordinary General Meeting of the year 2026.
In particular, the Meeting, pursuant to the provisions of Law 4548/2018 and 4706/2020, elected the executive and non-executive members, who meet the criterion of independence pursuant to article 9 of Law 4706/2020.
Specifically, regarding the item of the agenda, the decision was made as follows:
Number of shares that voted validly: 5.829.856.
Percentage of share capital: 51,821%
Total number of valid votes: 5.829.856.
Number of votes for: 5.829.856 (100% of the attending and represented votes)
Number of votes against: 0 Abstention: 0
After the EGM, the new Board of Directors held a meeting on the same day, designated its executive and non-executive members and was formed into a body as follows:
(1) Athanasios Sipsas, Chairman of the B.o.D. and Managing Director/ Executive Member
(2) Konstantinos Stoumpos, Vice chairman of the B.o.D. / Non-Executive Member
(3) Apostolos Mpakoyannis, General & Technical Manager/ Executive Member
(4) Konstantinos Mpouzas, Non-Executive Member
(5) Androniki Ioannidou, Non-Executive Member
(6) Georgios Pliatsikas, Independent Non-Executive Member
(7) Vasiliki Krokou, Independent Non-Executive Member
(8) Konstantinos Krassas, Independent Non-Executive Member
2nd Item: The General Meeting, following lawful vote, approved, pursuant to article 98 of Law 4548/2018 as currently in force, to grant permission to members of the Board of Directors and managers of the Company to participate in Boards of Directors of other companies and as general partners in companies that pursue identical, related or similar objectives, applying however the provision 1a of article 97 of Law 4548/2018 (prohibition to pursue interests that conflict with the interests of the company).
Specifically, regarding the item of the agenda, the decision was made as follows:
Number of shares that voted validly: 5.829.856.
Percentage of share capital: 51,821%
Total number of valid votes: 5.829.856.
Number of votes for: 5.829.856 (100% of the attending and represented votes)
Number of votes against: 0 Abstention: 0
3rd Item: The General Meeting, following lawful vote, approved the grant of permission to members of the Board of Directors and managers of the Company or to companies controlled by the aforementioned persons to enter into agreements for the provision of services to the Company, pursuant to article 99 of Law 4548/2018, as currently in force.
Specifically, regarding the item of the agenda, the decision was made as follows:
Number of shares that voted validly: 5.829.856.
Percentage of share capital: 51,821%
Total number of valid votes: 5.829.856.
Number of votes for: 5.829.856 (100% of the attending and represented votes)
Number of votes against: 0 Abstention: 0
4th Item: The General Meeting approved the establishment of an Audit Committee with a five-year term of office equal to the term of the Board of Directors, which shall consist exclusively of members of the Board of Directors and in particular of (a) two (2) independent non-executive members of the Board that meet the independence criteria of article 4 of Law 3016/2002 and article 9 of Law 4706/2020 and one (1) non-executive member of the Board, whereas (c) the Chairman of the Audit Committee shall be appointed by its members that meet the criteria of article 44 par. 1(e) of Law 4449/2017. Furthermore, it authorized the Board of Directors to appoint the members of the Audit Committee, complying with the conditions of par. 1 of article 44 of Law 4449/2017 as amended and currently in force.
Specifically, regarding the item of the agenda, the decision was made as follows:
Number of shares that voted validly: 5.829.856.
Percentage of share capital: 51,821%
Total number of valid votes: 5.829.856.
Number of votes for: 5.829.856 (100% of the attending and represented votes)
Number of votes against: 0 Abstention: 0 Abstention: 0
Following the EGM, the Board of Directors held a meeting on the same day (in a consecutive meeting after forming into a body) and taking into consideration the decisions of the General Meeting, the designation of its executive and non-executive members and after ascertaining compliance with the conditions of par. 1 of article 44 of Law 4449/2017 as amended and currently in force, appointed as members of the Audit Committee of the Company (a) the independent non-executive members of the Board of Directors, Mr. Georgios Pliatsikas, and Mrs. Vasiliki Krokou, who meet the independence conditions of article 4 of Law 3016/2002 and article 9 of Law 4706/2020 and (b) Mrs. Androniki Ioannidou, non-executive member.
Subsequently, the Audit Committee in its first meeting, that was also held on February 26, 2021, was formed into a body and appointed Mr. Georgios Pliatsikas, who meets the criteria of article 44 par 1(e) of Law 4449/2017, as its Chairman.
Furthermore, the Committee set its term of office to coincide with the term of office of the newly elected Board of Directors, i.e. until June 30, 2026, extendable according to the term of office of the Board, in order to elect a new Audit Committee in the next election of a Board of Directors.
Therefore, the Audit Committee consists of Messrs.:
- Georgios Pliatsikas, independent non-executive member of the Board of Directors and Chairman of the Audit Committee;
- Androniki Ioannidou, non-executive member of the Board of Directors and member of the Audit Committee.
- Vasiliki Krokou, independent non-executive member of the Board of Directors and member of the Audit Committee;
5th Item: The General Meeting, following lawful vote, approved the own stock repurchase (buyback) scheme and specifically it approved the buyback of own stock up to 10% of the paid-up capital of the Company, i.e. up to 1.125.000 (11.250.000 Χ 10%) shares, in a range of prices ranging from €0.20 (minimum price) to €5.00 (maximum price) per share, during a period of twenty-four (24) months from the date of the decision of this Extraordinary General Meeting. The implementation of the own stock repurchase (buyback) scheme shall always take into consideration the financial capability of the Company and its medium-term liquidity requirements, whereas the applicable legal and regulatory framework must also be complied with.
Furthermore, it authorized the Board of Directors to make arrangements, at its discretion, regarding any other detail and to take all the actions necessary for the implementation of this decision.
Number of shares that voted validly: 5.829.856.
Percentage of share capital: 51,821%
Total number of valid votes: 5.829.856.
Number of votes for: 5.829.856 (100% of the attending and represented votes)
Number of votes against: 0 Abstention: 0
Athens, 26.02.2021
THE BOARD OF DIRECTORS