Piraeus, 14/6/2014
Resolutions of the Annual General Meeting of Shareholders
The Company in accordance with the Athens Exchange Regulation announces that on Saturday 14/6/2014, took place at its headquarters the Annual Regular General Meeting of shareholders of PPA S.A.
In the General Meeting were present shareholders representing 21,137,182 shares out of 25.000.000 shares, or percentage 84,55% of issued share capital. The regular General Meeting after discussion took the following decisions:
• Approved the Annual Financial Report for the year ended 31/12/2013. It was also approved the reclassification of certain line items of the previous year financial statements reclassified in order to conform to the current year’s presentation.
Number of common registered shares for which valid votes were cast: 21,137,090 (84.55% of the share capital).
Total valid votes: 21,137,090 For : 21,137,090 Against:0 Abstention: 0 votes
• Discharged the Members of the Board of Directors and the Auditors from any responsibility for indemnification for decisions taken within the 14th corporate year (1/1/2013 to 31/12/2013).
Number of common registered shares for which valid votes were cast: 21,137,090 (84.55% of the share capital).
Total valid votes: 21,137,090 For : 21,137,090 Against:0 Abstention: 0 votes
• Approved the distribution of the annual profits and a dividend of €0,12 per share for the corporate use of 2013, which is subject to 10% withholding tax, according Law 4110/2013 and therefore the net final amount payable will be 0,1080 Euro per share. Dividend beneficiaries "Record date" was set for Monday July 21st, 2014. Ex-dividend date is on Thursday, 17 July 2014. The dividend shall be paid on Friday 25 July 2014 by EFG EUROBANK Ergasias Bank S.A.
Number of common registered shares for which valid votes were cast: 21,137,090 (84.55% of the share capital).
Total valid votes: 21,137,090 For : 21,137,090 Against:0 Abstention: 0 votes
• Elected the auditing firm ERNST & YOUNG SA for the audit of the current year (1/1/ - 31/12/2014) and for the issuance of the annual tax certificate and also approved the auditing service fee of € 100.000,00 (plus V.A.T.).
Number of common registered shares for which valid votes were cast: 21,137,090 (84.55% of the share capital).
Total valid votes: 21,137,090 For : 21,049,987 Against: 70,649 Abstention: 16,454 votes
• Regarding the fifth topic of the agenda the representative of the H.R.D.A.F. submitted the following text:
“As to the compensation of other members of the Board of Directors for the year 2013, approved the amount of € 77.104,54 as the pay cut by 35% should be applied by 1/1/2013 in accordance with the decision of the Annual General Meeting. Therefore not approved the additional amount paid to members, which based on the evidence submitted by the company amounts to € 18.925,36 for which is requested the according to law recovery for the company.
Concerning the remuneration of President and Deputy Managing Director for the year 2013 is not approved if not provided evidence to show compliance with the legal provisions as recorded in the Annual General Meeting of 28.06.2013 regarding the withholding allowances and pensions under by Law 3833/2010. Therefore not approved the additional amount that was paid for which is requested the according to law recovery for the company. Further it is noted that in accordance with the Annual General Meeting of 22/6/2012 approved the fees for the use of 2012 on condition that they have complied with the provisions of Law 3833/2010 regarding the withholding allowances and pensions. Therefore for the amount paid, the year 2012 is requested the according to law recovery for the company. Within one month, the required information should be provided to the shareholder to be able to make the necessary approvals for the years 2012 and 2013.
Regarding the pre-approval of remuneration for the year 2014, approved the determination of the maximum statutory fee Secretary (ie € 4,750 per month X 12) after deduction of the pension amount as provided by Law 3833/2010, as amended paragraph 1 of Article 27 of Law 4024/2011, OG A 226/27.102011. Regarding the compensation of the Board members for 2014 proposed to maintain their current level ie € 386,90 gross consistently per month and € 165,82 gross per meeting”.
The Deputy Managing Director and Chairman of the general Meeting Mr Panagiotis Petroulis agreed that all the above will be answered by documents from the Legal Services of P.P.A. S.A. and from an independent specialized law firm.
Number of common registered shares for which valid votes were cast: 21,137,090 (84.55% of the share capital).
Total valid votes: 21,137,090 For : 20,978,664 Against: 52,887 Abstention: 105,539 votes
• Elected the Board of Directors members due to the end of the BoD term. The new BoD has the following members:
Mr Anomeritis Georgios, President and Managing Director, Mr Petroulis Panayiotis, Deputy Managing Director and the BoD members Mr Papadopoulos Georgios, Mr Nakis Nikolaos, Mr Papailias Nikolaos, Mr Zisimopoulos Aggelos, Mr Tsiridis Georgios, Mr Georgiou Vasilios, Ms Argiropoulou Elsa, Ms Moustaki Eirini, Mr Georgakopoulos Georgios, Mr Georgiou Nikolaos, Mr Michaloliakos Vasilios
Number of common registered shares for which valid votes were cast: 21,137,090 (84.55% of the share capital).
Total valid votes: 21,137,090 For : 20,981,948 Against: 70,649 Abstention: 84,493 votes
• Mr Papadopoulos Georgios and Mr Nakis Nikolaos were appointed as independent members.
Number of common registered shares for which valid votes were cast: 21,137,090 (84.55% of the share capital).
Total valid votes: 21,137,090 For : 20,981,948 Against: 70,649 Abstention: 84,493 votes
• An Audit committee was elected in accordance with Law 3693/2008, with the following members Mr Papadopoulos Georgios, Mr Nakis Nikolaos and Mr Papailias Nikolaos.
Number of common registered shares for which valid votes were cast: 21,137,090 (84.55% of the share capital).
Total valid votes: 21,137,090 For : 21.006.693 Against: 52,887 Abstention: 77,510 votes
