Announcement Resolutions of the Ordinary General Meeting of EKTER S.A. The company EKTER S.A. announces to the investing public that on Friday, July 28, 2023, at 13:00, the Ordinary General Meeting of its shareholders.
Out of a total of 11.250.000 common nominal shares with voting rights, 21 shareholders/holders of voting rights with 6.403.955 shares and voting rights were present or represented at the Meeting, i.e. 56,924% of the total share capital.
The General Meeting was duly constituted and passed resolutions on all items on the agenda. In particular, the decisions of the General Meeting and the results of the voting on each issue, in accordance with the applicable provisions of Law 4548/2018, are as follows:
1st item: The Annual (Company and Consolidated) Financial Statements of the Company in accordance with International Financial Reporting Standards (IFRS) for the financial year 2022, as well as the relevant reports of the Board of Directors and the Auditor, were approved.
Specifically, on the first item of the agenda, the decision was taken as follows:
Number of shares for which valid votes were cast: 6.403.955
Share capital percentage: 56,924%
Total number of valid votes: 6.403.955
Number of votes in favor: 6.403.955 (100% of the voters present and represented)
Number of votes against: 0
Abstention: 0
2nd item: The distribution of the company's results and the payment of a dividend for the financial year 2022 amounting to € 0,008 per share and, after withholding tax of 5%, the net dividend payable per share amounts to € 0,076, excluding the company's own shares.
The General Meeting approved the cut-off dates, the record date of beneficiaries of shareholders registered in the S.A.T., and the start of dividend payment for the financial year 2022 as follows: Cut-off date Monday 7 August 2023, record date Tuesday 8 August 2023, and payment start date Friday 11 August 2023. The payment of the dividend for the financial year 2022 will be made through the Paying Bank PIRAEUS Bank S.A. The Company will inform the investing public about the details of the payment of the dividend for the financial year 2022 in a subsequent announcement.
The Board of Directors of the Company has been authorized to take all necessary actions for the implementation of the decision and a separate announcement will be issued regarding the dividend distribution procedure.
Specifically, on the second agenda item, the resolution was adopted as follows:
Number of shares for which valid votes were cast: 6.403.955
Share capital percentage: 56,924%
Total number of valid votes: 6.403.955
Number of votes in favor: 6.403.955 (100% of the voters present and represented)
Number of votes against: 0
Abstention: 0
3rd item: Approved the fees and all types of compensation paid to the Board of Directors in the past financial year 2022. Furthermore, the payment of net after-tax fees and all kinds of compensation of the members of the Board of Directors for the current financial year 2023 up to the amount of 120.000€ was pre-approved.
More specifically on the third item on the agenda, the decision was taken as follows:
Number of shares for which valid votes were cast: 6.403.955
Share capital percentage: 56,924%
Total number of valid votes: 6.403.955
Number of votes in favor: 6.403.955 (100% of the voters present and represented)
Number of votes against: 0
Abstention: 0
4th item: The Compensation Report for the financial year 2022 was voted on in accordance with Article 112 of Law 4548/2018. The Report will be available on the corporate website for a period of ten (10) years as required by law.
In particular, on the fourth item of the agenda, the resolution was adopted as follows:
Number of shares for which valid votes were cast: 6.403.955
Share capital percentage: 56,924%
Total number of valid votes: 6.403.955
Number of votes in favor: 6.403.955 (100% of the voters present and represented)
Number of votes against: 0
Abstention: 0
5th item: The Annual Report of the Audit Committee for the financial year 2022 was submitted to the meeting, in accordance with the provisions of Article 44 par. 1(i) of Law 4449/2017.
It is noted that this item is not put to vote, under the provisions of Article 44 par. 1(i) of Law 4449/2017.
6th item: The Annual Report of the independent non-executive members of the Board of Directors for the financial year 2022 was submitted to the meeting, in accordance with the provisions of Article 9 par.5 (θ) of Law 4706/2020.
It is noted that this item is not put to vote, per the provisions of Article 9 par.5 (θ) of Law 4706/2020.
7nd item: Approval of the overall management of the Company in accordance with Article 108 of Law 4548/2018 and the discharge of the Statutory Auditor from any liability for compensation arising from the performance of his duties for the financial year 2022.
In particular, on the seventh item of the agenda, the decision was taken as follows:
Number of shares for which valid votes were cast: 6.403.955
Share capital percentage: 56,924%
Total number of valid votes: 6.403.955
Number of votes in favor: 6.403.955 (100% of the voters present and represented)
Number of votes against: 0
Abstention: 0
8th item: 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.
In particular, on the eighth item on the agenda, the decision was taken as follows:
Number of shares for which valid votes were cast: 6.403.955
Share capital percentage: 56,924%
Total number of valid votes: 6.403.955
Number of votes in favor: 6.403.955 (100% of the voters present and represented)
Number of votes against: 0
Abstention: 0
9th item: The plan for the free allocation of treasury shares of the Company to executive members of the Board of Directors and/or to the Company's staff, in accordance with the provisions of Article 114 of Law 4548/2018. Specifically, the program which approved for the free distribution of up to 900,000 own shares of the company (common nominal after voting), which will be acquired by the own stock repurchase (buyback) Program which is approved by present Ordinary General Assembly of Company’s shareholders (theme 8) and/or a new program of own stock repurchase (payback) program, which will be given to executive members of the Company’s Bod and/or to the Company’s staff, with an obligation to hold them for a period of two (2) years from the acquisition time.
Specifically on the ninth item of the agenda, the decision was taken as follows:
Number of shares for which valid votes were cast: 6.403.955
Share capital percentage: 56,924%
Total number of valid votes: 6.403.955
Number of votes in favor: 6.403.955 (100% of the voters present and represented)
Number of votes against: 0
Abstention: 0
10th item: The Company "BDO Greece" was elected as the Audit Office for the financial year 2023, with ICPA (GR) 173 and the Board of Directors was entrusted with the determination of their remuneration.
In particular, on the tenth item of the agenda, the decision was taken as follows:
Number of shares for which valid votes were cast: 6.403.955
Share capital percentage: 56,924%
Total number of valid votes: 6.403.955
Number of votes in favor: 6.403.955 (100% of the voters present and represented)
Number of votes against: 0
Abstention: 0