Prodea Real Estate Investment Societe Anonyme : Announcement Resolutions of Ordinary General Shareholders Meeting 08.06.2021
announcement
According to Article 4.1.3.3 of the ATHEX regulations, the company named “PRODEA REAL ESTATE INVESTMENT COMPANY SOCIETE ANONYME“(hereinafter the”Companies“) announces the following:
The ordinary general meeting of the company’s shareholders with representatives of the shareholders convened on June 8, 2021 250.833.046 Registered common stock with a quorum of 98.18% of the company’s paid-up share capital according to the corresponding vote (valid votes 250.833.046) on the agenda items mentioned in the invitation dated May 18, 2021,
solved the following:
1. Article
The amendment of the first paragraph of article 7 of the articles of association of the company in relation to the maximum number of members of the board of directors that the general meeting of shareholders of the company can elect as follows:
“1. The company is governed by the board of directors, which consists of seven (7) to eleven (11) members elected by the general meeting, with the time of their term of office being determined in accordance with the applicable regulations. A legal person can be elected as a member of the Board of Directors. ”
FOR 250,833,046 shares (100%)
VS 0 shares (0%)
INCLUDE 0 shares (0%)
2. Article
The amendment of paragraph 5 of article 11 of the articles of association of the company so that the board of directors of the company can decide that the general meeting of shareholders of the company in accordance with article 120 para. 3 of L. 4548/2018, as amended by Article 23 Paragraph 1. 4 of L. 4712/2020, as follows:
«5. All or any of the Shareholders may attend the General Meeting remotely via audiovisual or other electronic means, provided that the Board of Directors of
1
The board of directors calling the general meeting decides this. The Board of Directors may decide, at its own discretion, that the General Meeting does not take place in a specific place, but that it meets exclusively with the participation of the shareholders and the other legally entitled parties, electronically in accordance with the provisions of Article 125 of L. 4548/2018. The Board of Directors determines the technical details for the implementation of the above in accordance with the applicable legal provisions and takes all necessary measures to ensure compliance with the provisions of article 125, paragraph 1 of L. 4548/2018 or any other subsequent legal provision on the same subject. »
as well as the authorization of the board of directors to take all measures necessary to codify the company’s articles of association in accordance with the aforementioned amendments to Articles 7 and 11.
FOR 250,833,046 shares (100%)
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3. Article
The election of a new board of directors, consisting of 10 members, through re-election of all previous members of the board of directors who, according to the resolution of the ordinary general meeting on June 18, 2019, as well as of Ms. Garyfallia Spyriouni as a new member of the company’s board of directors, consisting of:
- Mr. Christoforos Papachristoforou,
- Mr. Aristotle Karytinos,
- Ms. Thiresia Messari,
- Mr. Athanasios Karagiannis,
- Mr. Ioannis Kyriakopoulos,
- Mr. Nikolaos Iatrou, son of Mikhail,
- Mr. Georgios Kountouris,
- Mr. Spiridonas Makridakis,
- Mr. Prodromos Vlamis,
- Mrs. Garyfallia Spyriouni,
Full details of the members of the Board of Directors can be found in the information material on the Annual General Meeting. The candidates’ résumés and the recommendation of the board were
made available to shareholders on the company’s website www.prodea.gr prior to the Annual General Meeting.
The General Assembly has appointed Mr. Spyridonas Makridakis, Mr. Prodromos Vlamis and Ms. Garyfallia Spyriouni as independent members of the Board of Directors, who all meet the requirements of Article 4 of L. 3016/2002 and Article 9 of L. meet 4706/2020 and are therefore not dependent on the company or related parties.
The term of office of the Board of Directors is set at three years, beginning with the election by the general meeting of shareholders of the company and until the end of the period within which the subsequent ordinary general meeting is to be convened and until the corresponding resolution.
FOR 250,833,046 shares (100%)
VS 0 shares (0%)
INCLUDE 0 shares (0%)
4. Article
The renewal of the authorization granted to the Management Board in accordance with the resolution of the Extraordinary General Meeting of September 11, 2019 in the version of the ordinary General Meeting of April 13, 2020, with which the Management Board of the company was granted the authorization of the Administrative Board in accordance with Art. 24 Paragraph 1 lit. 1b of L. 4548/2018 to increase the company’s share capital by issuing new, no-number ordinary, registered and voting shares with cash payment and cancellation of the subscription rights of existing shareholders (resolution).
In particular, the general meeting decided to extend the validity of the resolution within the framework of Article 24 (1) (1c) of L. 4548/2018 until the subsequent ordinary general meeting of the company’s shareholders, which will take place within 2022.
It is clarified that otherwise all the conditions of the authorization granted to the Board of Directors by the resolution to increase the share capital of the Company remain in effect in accordance with the provisions of the resolution, including the cancellation of the pre-emptive rights under the increase, for the reasons
mentioned in the report of the board of directors of the company dated 08.08.2019 in accordance with Article 27 paragraph 1 of Law 4548/2018 and the ATHEX regulation.
FOR 250,825,746 shares (99.997%)
VS 7,300 shares (0.003%)
INCLUDE 0 shares (0%)
5. Article
Approval of the annual financial statements for 2020 (consolidated and non-consolidated), together with the corresponding management report by the Board of Directors to the shareholders and the report of the auditors, as well as the appropriation of profits as follows:
- Payment of a dividend for the 2020 financial year of € 89,934,075.97 or € 0.352 per share (net). In view of the distribution of an interim dividend of € 0.140 (in the amount of € 35,769,234.76), the remaining dividend to be paid according to the Board resolution of December 20, 2020 is € 0.212 per share (net);
- Distribution to the members of the Board of Directors, its committees and the investment committee from the profit for the 2020 financial year totaling € 3,260,000.05.
- Payment to members of the staff totaling € 778,750.00 and granting of power of attorney to Mr. A. Karitinos, CEO and Ms. Th. Messari, CFO, jointly implement the recommendations of the Personnel and Compensation Committee dated May 18, 2021 regarding the allocation of the amounts to the company’s staff according to the performance of each beneficiary.
A portion of the above amounts that will be distributed to the members of the Board of Directors and the company’s staff, as further detailed in the recommendation of the Personnel and Compensation Committee dated 05/18/2021, will be made at the sole discretion of. assigned to the respective beneficiaries by the Board of Directors and, within the framework of the company’s existing remuneration policy, by a subsequent resolution by the Board of Directors by December 31, 2021 at the latest.
In accordance with L. 4209/2013, the payment of part of the distributable profit (amount € 772,000.00) to the persons falling under the categories of article 13 of the above-mentioned law, indicative to the executives, the risk-bearing executives management , senior executives performing auditing activities, etc., will be adjusted to the company’s remuneration policy for three years, starting with the date of the 2021 Ordinary General Meeting and after the 2024 Ordinary General Meeting in cash and / or shares. Persons who fall under the categories of Article 13 of the aforementioned law are exempt from this if the total amount to be distributed through the profit distribution is less than 50% of their annualized fixed salary (i.e. <50% * (gross monthly salary for December 2020 * 14)).
FOR 250,833,046 shares (100%)
VS 0 shares (0%)
INCLUDE 0 shares (0%)
6. Article
The approval of the management by each board member individually, in their respective function and by all board members together and the discharge of the auditors for the 2020 financial year.
FOR 250,833,046 shares (100%)
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INCLUDE 0 shares (0%)
7. Article
The vote on the remuneration report for the members of the Board of Directors for the 2020 financial year in accordance with the provisions of Art. 112 Paragraph 1 lit. 3 of Law 4548/2018.
FOR 250,833,046 shares (100%)
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Disclaimer of liability
Prontea Ependyseon Se Akiniti Periousia AE published this content on June 08, 2021 and is solely responsible for the information contained therein. Distributed by public, unedited and unchanged, on June 08, 2021 13:42:07 UTC.
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Development of the income statement