6 minutesResolutions of the Annual General Meeting of 27th June 2024
In the said meeting, 316 shareholders, representing 255,504,324 common registered shares and voting rights, out of a total of 305,635,185 common registered shares, i.e. 83.60% of the paid-up share capital, participated or were legally represented.
The Annual General Meeting adopted the following resolutions on the items of the Αgenda:
ITEM 1: Approved the Board of Directors’ and the Auditors’ Reports for the financial year 2023
Total number of shares for which valid votes were casted/ total number of valid votes: 255,504,324 corresponding to 100% of the share capital represented.
Number of votes
| in favor: | 254,941,464 | 99.78% |
| against: | 0 | 0.00% |
| abstained: | 562,860 | 0.22% |
ITEM 2: Approved the Company’s and the Group’s Financial Statements, in accordance with the International Financial Reporting Standards (IFRS), together with the relevant independent auditors’ reports for the financial year 2023
Total number of shares for which valid votes were casted/ total number of valid votes: 255,504,324 corresponding to 100% of the share capital represented.
Number of votes
| in favor: | 254,941,464 | 99.78% |
| against: | 0 | 0.00% |
| abstained: | 562,860 | 0.22% |
ITEM 3: Approved the distribution of profit for the financial year 2023
Total number of shares for which valid votes were casted/ total number of valid votes: 255,504,324 corresponding to 100% of the share capital represented.
Number of votes
| in favor: | 255,219,723 | 99.89% |
| against: | 0 | 0.00% |
| abstained: | 284,601 | 0.11% |
ITEM 4: Approved the distribution of dividend for the financial year 2023
Ex-dividend: Wednesday 10th July 2024
Record date: Thursday 11th July 2024
Commencement of dividend payment: Wednesday 17th July 2024.
Total number of shares for which valid votes were casted/ total number of valid votes: 255,504,324 corresponding to 100% of the share capital represented.
Number of votes
| in favor: | 255,219,723 | 99.89% |
| against: | 0 | 0.00% |
| abstained: | 284,601 | 0.11% |
ITEM 5: Discussion and advisory vote for the Remuneration Report of the members of the Board of Directors for the financial year 2023, in accordance with Article 112 par. 3 of Law 4548/2018
Total number of shares for which valid votes were casted/ total number of valid votes: 255,504,324 corresponding to 100% of the share capital represented.
Number of votes
| in favor: | 243,504,391 | 95.30% |
| against: | 10,943,231 | 4.28% |
| abstained: | 1,056,702 | 0.41% |
ITEM 6: Submission of the Audit Committee’s Activities Report to the General Meeting
The Annual Report of the Audit Committee on its activities for the financial year 2023 was submitted to the Annual General Meeting according to the provisions of article 44 par.1(i) of law 4449/2017.
ITEM 7: Submission of the Report of the independent non-executive members of the Board of Directors to the General Meeting.
The report on the activities of the Independent Non-Executive members of the Board of Directors for the period 01.01.2023- 27.05.2024 was submitted to the Annual General Meeting according to the provisions of article 9 par. 5 of law 4706/2020.
ITEM 8: Approved the overall management by the Board of Directors for the financial year 1.1.2023 - 31.12.2023 in accordance with article 108 of Law 4548/2018 and discharged the auditors from any liability for indemnity for the financial year 2023
Total number of shares for which valid votes were casted/ total number of valid votes: 255,504,324
corresponding to 100% of the share capital represented.
Number of votes
| in favor: | 254,672,659 | 99.67% |
| against: | 266,804 | 0.10% |
| abstained: | 564,861 | 0.22% |
ITEM 9: Elected certified auditors “ERNST & YOUNG (HELLAS) CERTIFIED AUDITORS ACCOUNTANTS S.A.” to undertake the audit of the Company for the financial year 2024 and determined their remuneration.
Total number of shares for which valid votes were casted/ total number of valid votes: 255,504,324 corresponding to 100% of the share capital represented.
Number of votes
| in favor: | 253,814,541 | 99.34% |
| against: | 660,502 | 0.26% |
| abstained: | 1,029,281 | 0.40% |
ITEM 10: Approved the proposed revision of the Remuneration Policy of the members of the Company’s Board of Directors
Total number of shares for which valid votes were casted/ total number of valid votes: 255,504,324 corresponding to 100% of the share capital represented.
Number of votes
| in favor: | 240,381,694 | 94.08% |
| against: | 13,751,525 | 5.38% |
| abstained: | 1,371,105 | 0.54% |
ITEM 11: Approved the establishment of a long-term incentive program for free distribution of shares of the Company to executives of the Company and/or executive of its affiliates, within the meaning of article 32 of law 4308/2014, in accordance with the provisions of article 114 of Law 4548/2018, as proposed and authorized the Board of Directors to proceed with any action for its implementation
Total number of shares for which valid votes were casted/ total number of valid votes: 255,504,324 corresponding to 100% of the share capital represented.
Number of votes
| in favor: | 247,264,426 | 96.78% |
| against: | 7,185,696 | 2.81% |
| abstained: | 1,054,202 | 0.41% |
ITEM 12: Approved the one-time free distribution of Company’s shares to the non- executive members of the Board of Directors, in accordance with the provisions of article 114 of Law 4548/2018, as proposed and authorised the CEO of the Company to proceed with any required action for the implementation of the resolution
Total number of shares for which valid votes were casted/ total number of valid votes: 255,504,324 corresponding to 100% of the share capital represented.
Number of votes
| in favor: | 243,058,263 | 95.13% |
| against: | 11,282,791 | 4.42% |
| abstained: | 1,163,270 | 0.46% |
ITEM 13: Approved a share buyback program for the repurchase of up to 1,000,000 own shares corresponding to 0.327% of the paid-up share capital of the Company at a price range between €5 (minimum price) and € 15 (maximum price) per share, for a period of 24 months (i.e., until 27.06.2026) and authorised the Board of Directors to proceed with any required action for the implementation of the program.
Total number of shares for which valid votes were casted/ total number of valid votes: 255,504,324 corresponding to 100% of the share capital represented.
Number of votes
| in favor: | 247,177,766 | 96.74% |
| against: | 7,235,780 | 2.83% |
| abstained: | 1,090,778 | 0.43% |
ITEM 14: Elected eight (8) members of the Company’s Board of Directors in accordance with article 20 par. 2(b) of the Company’s Articles of Association for a three-year term of office and appointed, among them, the independent non-executive members of the Board of Directors.
Τhe shareholder “Hellenic Republic Asset Development Fund S.A.” (“HRADF S.A.”) did not participate in the discussion of and did not vote for this Item in accordance with the provisions of article 20 par. 2 (b) of the Company’s Articles of Association, given that the Hellenic Republic appointed, on behalf of HRADF S.A., three (3) members of the Company’s Board of Directors as per the procedure prescribed in the above referenced article.
Total number of shares for which valid votes were casted/ total number of valid votes:160,202,337 corresponding, excluding HRADF S.A., to 100% of the share capital represented.
1. Mr. Andreas Shiamishis, son of Nikolaos, as executive member,
Number of votes
| in favor: | 159,438,183 | 99.52% |
| against: | 451,698 | 0.28% |
| abstained: | 312,456 | 0.20% |
2. Mr. Georgios Alexopoulos, son of Dimitrios, as executive member,
Number of votes
| in favor: | 159,326,440 | 99. 45% |
| against: | 458,015 | 0.29% |
| abstained: | 417,882 | 0.26% |
3. Mr. Theodoros- Achilleas Vardas, son of Dimitrios, as non-executive member,
Number of votes
| in favor: | 151,562,976 | 94.61% |
| against: | 7,737,262 | 4.83% |
| abstained: | 902,099 | 0.56% |
4. Mr. Iordanis Aivazis, son of Stergios, as independent non-executive member,
Number of votes
| in favor: | 146,705,194 | 91.57% |
| against: | 12,568,037 | 7.85% |
| abstained: | 929,106 | 0.58% |
5. Mr. Nikolaos Vrettos, son of Andreas, as independent non-executive member,
Number of votes
| in favor: | 153,557,717 | 95.85% |
| against: | 5,822,012 | 3.63% |
| abstained: | 822,608 | 0.51% |
6. Mr. Panayiotis Tridimas, son of Vasilios, as independent non-executive member,
Number of votes
| in favor: | 156,508,946 | 97.69% |
| against: | 2,816,146 | 1.76% |
| abstained: | 877,245 | 0.55% |
7. Ms. Stavroula Kambouridou, daughter of Alexandros, as independent non-executive member,
Number of votes
| in favor: | 159,805,059 | 99.75% |
| against: | 4,250 | 0.00% |
| abstained: | 393,028 | 0.25% |
8. Mr. Constantinos Mitropoulos, son of Vasilios, as independent non-executive member,
Number of votes
| in favor: | 159,805,059 | 99.75% |
| against: | 4,250 | 0.00% |
| abstained: | 393,028 | 0.25% |
ITEM 15: Decided that the Audit Committee is an independent (mixed) committee which shall consist of three independent, non-executive members of the newly elected Board of Directors (BoD) of the Company, in accordance with the provisions of Law 4706/2020, as well as a third (non- BoD) member. Mr. Panayiotis Papazoglou has been elected as the third (non- BoD) member of the Audit Committee. The BoD has been authorised to appoint the other three members of the Audit Committee from its independent non-executive members once it has ascertained that the criteria and requirements of article 44 of Law 4449/2017 are met. A three-year term of office has been established for the Audit Committee
Total number of shares for which valid votes were casted/ total number of valid votes: 255,504,324 corresponding to 100% of the share capital represented.
Number of votes
| in favor: | 251,909,968 | 98.59% |
| against: | 3,244,858 | 1.27% |
| abstained: | 349,498 | 0.14% |