Pireaus, 22/6/2015
Resolutions of the Annual General Meeting of ShareholdersPireaus
Piraeus port Authority announces that on Monday 22/6/2015, took place in the Athens Plaza hotel the Annual Regular General Meeting of shareholders of PPA S.A.
In the General Meeting were present shareholders representing 20.257.142 shares out of 25.000.000 shares, or percentage 81,03% of issued share capital. The regular General Meeting after discussion took the following decisions:
Approved the Annual Financial Report for the year ended 31/12/2014. Number of common registered shares for which valid votes were cast: 20.256.664 (81,027% of the share capital).
Total valid votes: 20.256.664 For: 19.879.002 Against:0 Abstention: 377.662 votes
Discharged the Members of the Board of Directors and the Auditors from any responsibility for indemnification for decisions taken within the 15th corporate year (1/1/2014 to 31/12/2014).
Number of common registered shares for which valid votes were cast: 20.256.664 (81,027% of the share capital).
Total valid votes: 20.256.664 For: 19.879.002 Against: 377.662 Abstention: 0 votes
Approved the distribution of the annual profits and a dividend of €0,0990 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 0,0891 Euro per share. Dividend beneficiaries "Record date" was set for Friday June 26, 2015. Ex-dividend date is on Thursday, 25 June 2015. The dividend shall be paid on Thursday 2 July 2015 by EUROBANK Ergasias Bank S.A.
Number of common registered shares for which valid votes were cast: 20.256.664 (81,027% of the share capital).
Total valid votes: 20.256.664 For: 19.879.002 Against:0 Abstention: 377.662 votes
Regarding the topic of the agenda about the approval of the remunerations and compensations to the Board of Directors' members for 2014 and pre-approval for 2015, 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 2014, non approval and the requirement of correct application of the decision of the General Meeting of 2014 ie € 386,90 gross per month and € 165,82 gross per meeting. In case of excess to make a recovery of overpaid amounts. If the amount paid is less to make completing this after being off for each person amount due to PPA because payment wrongly allowances of 2013 (totaling € 18.925,36 and for which the Ordinary General Meeting for the use of 2013 had decided to recover).
As to the compensation of other Board members for the use 2015 pre-consents to € 386,90 gross per month and € 165,82 gross per meeting.
As for the President's remuneration and Deputy CEO for 2014 the adoption by the amount resulting from the maximum statutory Secretary fee (ie € 4,750 per month x 12) after the deduction of pension and any other amount of contributing to this ceiling as provided by law no. 3833/2010, as amended by para. 1 of Article 27 of Law. 4024/2011, Government Gazette 226 / 27.10.2011). The non-approval of any excess amount paid and the recovery thereof by PPA.
From the evidence put before the major shareholder regarding the issue of remunerations of President and Deputy CEO for the uses 2011, 2012 and 2013 found exceedances of the maximum compensation limit of the law and of the relevant decision of the Ordinary General Assembly of the PPA for these years. Following this is called PPA observing the formalities required by law to recover through settlement of outstanding and overdue amounts claimed to be identified with due amounts of the two officers by the Company (eg allowance on termination of service contract) until payment of PPA. In case of overdue amounts not repaid by set-off PPA to invite them to pay their fixing a reasonable period.
As regards the remuneration of the President & Deputy CEO for 2015 to pre-consent for each of the maximum statutory Secretary fee (ie € 4,750 per month X 12) net of amounts included in the above maximum limit (eg pensions) as required by law no. 3833/2010, as amended by par. 1 of Article 27 of Law. 4024/2011, Government Gazette 226 / 27.10.2011".
Number of common registered shares for which valid votes were cast: 20.256.664 (81,027% of the share capital).
Total valid votes: 20.256.664 For: 19.775.524 Against: 467.787 Abstention: 13,353 votes
Elected the auditing firm ERNST & YOUNG SA for the audit of the current year (1/1/ - 31/12/2015) 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: 20.256.664 (81,027% of the share capital).
Total valid votes: 20.256.664 For: 19.775.524 Against: 90.125 Abstention: 391.015 votes
Approved the election of non-executive member, representing the employees, Mr. George Georgakopoulos and the election of non-executive member, port workers representative, Mr. Nikos Georgiou.
Number of common registered shares for which valid votes were cast: 20.256.664 (81,027% of the share capital).
Total valid votes: 20.256.664 For: 18.596.685 Against: 416.764 Abstention: 1.243.215 votes
Elected the Board of Directors members due to the end of the BoD term. The new BoD has the following members:
Mr Kouvaris Ioannis , BoD President & CEO, Mr Kiramargios Stavros, Deputy CEO, Mr Liagos Athanasios, Mr Koilakos Stamatis, Mr Drakontaidis Stavros, Mr Roidis Georgios, Mr Korkidis Vasilios, Ms Fragou Apostolia,
Ms Tsalikidou Olimpia, Mr Kastellanos Georgios, Mr Georgakopoulos Georgios, Mr Georgiou Nicolaos, Mr Moralis Ioannis.
Number of common registered shares for which valid votes were cast: 20.256.664 (81,027% of the share capital).
Total valid votes: 20.256.664 For: 18.538.440 Against: 467.787 Abstention: 1.250.437 votes
Mr Koilakos Stamatis and Mr Drakontaidis Stavros were appointed as independent members.
An Audit committee was elected in accordance with Law 3693/2008, with the following members Mr Koilakos Stamatis, Mr Roidis Georgios and Ms Tsalikidou Olimpia.
