The company EKTER S.A. announces to the investing public that on Friday, July 15, 2022, at 13:00, the Ordinary General Meeting of its shareholders was held at the ELECTRA PALACE ATHENS Hotel, 18-20 Navarchou Nikodimou Street, Athens 10557, (Alkyoni-Electra Hall, 1st floor).
Out of a total of 11,101,008 common nominal shares with voting rights, 17 shareholders/holders of voting rights with 6,223,840 shares and voting rights were present or represented at the Meeting, i.e. 56.066% of the total share capital (subtraction of 148,992 treasury shares of the company). It should be noted that, according to paragraph 1 of Article 50 of Law 4548/2018, the 148,992 treasury shares of the company out of a total of 11,250,000 shares have not been taken into account for the purposes of quorum and voting.
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 2021, 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: 6,223,840
- Share capital percentage: (subtraction of 148,992 treasury shares of the company) : 56.066%
- Total number of valid votes: 6,223,840
- Number of votes in favor: 6,223,840 (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 2021 amounting to €0,0405 per share and, after withholding tax of 5%, the net dividend payable per share amounts to €0,385, 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 2021 as follows: Cut-off date Monday 1 August 2022, record date Tuesday 2 August 2022, and payment start date Friday 5 August 2022. The payment of the dividend for the financial year 2021 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 2021 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: 6,223,840
- Share capital percentage: (subtraction of 148,992 treasury shares of the company) : 56.066%
- Total number of valid votes: 6,223,840
- Number of votes in favor: 6,217,771 (99,902% of the voters present and represented)
- Number of votes against: 6,069 (0,098% of the voters present and represented)
- One (1) shareholder/holder of voting rights with 6,069 shares and voting rights accounting for 0.055% of the total share capital (subtraction of 148,992 treasury shares of the company) dissented and voted against this specific item.
- Abstention: 0
3rd item: Approved the fees and all types of compensation paid to the Board of Directors in the past financial year 2021. 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 2022 up to the amount of 105,000€ 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: 6,223,840
- Share capital percentage: (subtraction of 148,992 treasury shares of the company) : 56.066%
- Total number of valid votes: 6,223,840
- Number of votes in favor: 6,223,840 (100% of the voters present and represented)
- Number of votes against: 0
- Abstention: 0
4th item: The Compensation Report for the financial year 2021 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: 6,223,840
- Share capital percentage: (subtraction of 148,992 treasury shares of the company) : 56.066%
- Total number of valid votes: 6,223,840
- Number of votes in favor: 6,223,840 (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 2021 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 2021 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 2021.
In particular, on the seventh item of the agenda, the decision was taken as follows:
- Number of shares for which valid votes were cast: 6,223,840
- Share capital percentage: (subtraction of 148,992 treasury shares of the company) : 56.066%
- Total number of valid votes: 6,223,840
- Number of votes in favor: 6,223,840 (100% of the voters present and represented)
- Number of votes against: 0
- Abstention: 0
8th item: Approval of the revision of the Remuneration Policy, which was approved by the Ordinary General Meeting of Shareholders on 28.06.2019. The full text of the approved revision of the Renumeration Policy, will be available on the company’s website.
In particular, on the eighth item on the agenda, the decision was taken as follows:
- Number of shares for which valid votes were cast: 6,223,840
- Share capital percentage: (subtraction of 148,992 treasury shares of the company) : 56.066%
- Total number of valid votes: 6,223,840
- Number of votes in favor: 6,217,771 (99,902% of the voters present and represented)
- Number of votes against: 6,069 (0,098% of the voters present and represented)
- One (1) shareholder/holder of voting rights with 6,069 shares and voting rights accounting for 0.055% of the total share capital (subtraction of 148,992 treasury shares of the company) dissented and voted against this specific item.
- 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 200,000 own shares of the company (common nominal after voting), which has been acquired or will be acquired according to the Own Share Acquisition Program approved by the extra ordinary General Meeting of 26.02.2021, 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: 6,223,840
- Share capital percentage: (subtraction of 148,992 treasury shares of the company) : 56.066%
- Total number of valid votes: 6,223,840
- Number of votes in favor: 6,217,771 (99,902% of the voters present and represented)
- Number of votes against: 6,069 (0,098% of the voters present and represented)
- One (1) shareholder/holder of voting rights with 6,069 shares and voting rights accounting for 0.055% of the total share capital (subtraction of 148,992 treasury shares of the company) dissented and voted against this specific item.
- Abstention: 0
10th item: The Company "ELEGKTIKI PRAXI IKE" was elected as the Audit Office for the financial year 2022, with ICPA (GR) 196 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: 6,223,840
- Share capital percentage: (subtraction of 148,992 treasury shares of the company) : 56.066%
- Total number of valid votes: 6,223,840
- Number of votes in favor: 6,217,771 (99,902% of the voters present and represented)
- Number of votes against: 6,069 (0,098% of the voters present and represented)
- One (1) shareholder/holder of voting rights with 6,069 shares and voting rights accounting for 0.055% of the total share capital (subtraction of 148,992 treasury shares of the company) dissented and voted against this specific item.
- Abstention: 0