Piraeus, November 16th, 2021
ANNOUNCEMENT
Decisions of the Extraordinary General Meeting of Shareholders of 16th November 2021
Piraeus Port Authority announces that the Extraordinary General Meeting of shareholders of PPA S.A. took place in the company’s offices on Thursday November 16th, 2021 via teleconference. In the General Meeting participated shareholders representing 20,706,958 shares out of 25,000,000 shares, or percentage 82.83% of issued share capital. The General Meeting after discussion took the following decisions:
ITEM 1st: a) Election of two new (2) BoD members and b) Nomination of one of them as independent non-executive BoD member.
After voting, the General Assembly, taking into account the proposal of the Board of Directors of the Company, following respective proposal by Nomination Committee
a) Approved by 17.401.170 votes, i.e. with a majority 84,04 % of the votes represented in the General Assembly the election of Mr. Moralis Ioannis and Ms. YU Tao as new members of the Board of Directors, until the end of its term.
Shareholders representing 1.206.230 votes vote against.
Shareholders representing 2.099.558 votes abstain from the vote.
b) Approved by 17.826.277 votes, i.e. with a majority 86,09 % of the votes represented in the General Assembly the nomination of Mr. Moralis Ioannis,
as an independent non-executive Board of Directors member of the Company, as he meets all the provisions of the current legislation (article 9 par. 1 and 2 of law 4706/2020), conditions and criteria of independence.
Shareholders representing 1.096.241 votes vote against.
Shareholders representing 1.784.440 votes abstain from the vote.
ITEM 2nd: Amendment of the Articles of Association (articles 18 and 25).
After voting, the General Assembly, taking into account the proposal of the Board of Directors of the Company, approved by 19.610.717 votes, i.e. with a majority 94,71 % of the votes represented in the General Assembly, the amendment of paragraphs 1 and 2 of article 18, as well as the amendment of paragraph 5 of article 25 of the Articles of Association of the Company, as below:
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Article 18 |
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1. The Company is managed by the Board of Directors composed by nine (9) to thirteen (13) members (directors), elected by the General Assembly, subject to paragraph 2 below, with absolute majority of the represented votes, for a duty up to five (5) years, which is extended until the expiry of the deadline, within which the next ordinary General Assembly following directly the previous one must be convened and until the adoption of the relevant resolution. |
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2. As long as the Hellenic Republic Asset Development Fund S.A. or any global successor or successor by operation of law of the Hellenic Republic Asset Development Fund S.A. (each and collectively, the “FUND”) holds at least one million two hundred and fifty thousand (1,250,000) voting shares and less than 10% of the voting shares issued by the Company and subject to the FUND is entitled to appoint one (1) Member pursuant to article 79 of Law 4548/2018 as in force. If the FUND holds at least 10% of the voting shares, the FUND is entitled to appoint 1/3 of the total number of Members of the Board of Directors of the Company. |
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Article 25 |
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5. The Audit Committee is a Committee of the Board of Directors consisting of three (3) of its Members. For as long as the FUND continues to hold one million two hundred and fifty thousand (1,250,000) shares of the total voting shares issued by the Company and outstanding, a non-executive Director of the FUND’s choice shall be appointed on the Audit Committee. |
Shareholders representing 1.096.241 votes vote against.
Shareholders representing 0 votes abstain from the vote.
