TERNA S.A.
Decisions of the Shareholders' Ordinary General Assembly held on 25-6-2008
Today, the 25th day of June 2008, the Shareholders of the company TERNA S.A. held the Ordinary General Assembly, in which 34 Shareholders of 27.981.600 shares and voting rights, thus a percentage 60,88% of the share capital, participated.
Τhe General Assembly approved with a majority of 27.957.020 shares out of a total of 27.981.660, in whole the Financial Statements (Company and Consolidated) for the financial year 2007, as these statements were published in the Press and were analytically presented in the Annual Report, which was distributed to the Shareholders present in the Assembly.
The General Assembly unanimously approved the distribution of profits of the year 2007 amounting to 00.000 euros as remuneration of the Members of the Board of Directors, as well as the distribution of a dividend of 0.15 euros per share that will be distributed to the Shareholders, holders of shares at the closing of trading on 26th June 2008. More specifically, the General Assembly decided that the distribution of dividends will be conducted by "PIRAEUS BANK S.A." and set as date of commencement of distribution Monday July 7th 2008.
After the approval of the Financial Statements the General Assembly, by nominal vote, unanimously discharged the Members of the Board of Directors and the Auditor Mr. Lagas from every liability or compensation deriving from the exercise of their duties for the financial year 2007.
Further on, the General Assembly unanimously elected from the members of the company "SOL S.A. CHARTERED AUDITORS" Mr. Georgios Lagas as Regular Certified Auditor for the financial year 2008 and Mr. Dimitrios Stavrou as Deputy, arranging as fee the one set forth by the company "SOL S.A. CHARTERED AUDITORS" which applies to all of its members.
Because of the expiry of the Board of Directors' term, the General Assembly unanimously elected the new members as follows: Nikolaos Kambas, George Peristeris, Dimitrios Antonakos, Konstantinos Vavaletskos, Emmanuel Vrailas, Michael Gourzis, Agelos Benopoulos, Panagiotis Pothos, Sofia Dimitrakopoulou, Dimitrios Katsibokis, Maria Kamba, Dimosthenis Kassavetis and Anastasia Spyridakou to manage the Company for the next five years starting from today and up to 30/06/2013. From the new Members, Mrs. Sofia Dimitrakopoulou, Mrs Maria Kamba and Mr. Dimitrios Katsibokis are elected as non-executive Members, Mr. Dimosthenis Kassavetis and Mrs. Anastasia Spyridakou are elected as independent non-executive Members, according to the provisions of Law 3016, as amended and in force today.
The General Assembly unanimously gave its permission and approval for the participation of Members of the Board of Directors and Executives of the Company in the management of other companies, which are in any way connected with the Company.
During discussion of the Item "Various announcements, approvals and discussion on matters of general interest", which was voted for by shareholders representing 26.891.223 shares and voting rights from a total of 27.981.660 shares represented, the General Assembly approved the continuation of the payment of fees to the members of the Board of Directors Messrs Demetrios Antonakos, Konstantinos Vavaletskos, Emmanouel Vrailas, Michael Gourzis, Angelos Benopoulos, Panayiotis Pothos and Sofia N. Dimitrakopoulou, for their services rendered to the Company apart from their participation in the Board of Directors.
Further on the C.E.O of the Company informed the attending Shareholders on the recent developments in the merger process, henceforth by the secession of the Company and the absorption by GEK of all its activities, except the construction and all construction related activities, which will be absorbed by the 100% subsidiary company LITHOS SA. Lithos SA will be subsequently renamed as TERNA. Detailed information regarding the above is included in the relevant announcement released yesterday June 24, 2008.
Τhe General Assembly approved with a majority of 27.957.020 shares out of a total of 27.981.660, in whole the Financial Statements (Company and Consolidated) for the financial year 2007, as these statements were published in the Press and were analytically presented in the Annual Report, which was distributed to the Shareholders present in the Assembly.
The General Assembly unanimously approved the distribution of profits of the year 2007 amounting to 00.000 euros as remuneration of the Members of the Board of Directors, as well as the distribution of a dividend of 0.15 euros per share that will be distributed to the Shareholders, holders of shares at the closing of trading on 26th June 2008. More specifically, the General Assembly decided that the distribution of dividends will be conducted by "PIRAEUS BANK S.A." and set as date of commencement of distribution Monday July 7th 2008.
After the approval of the Financial Statements the General Assembly, by nominal vote, unanimously discharged the Members of the Board of Directors and the Auditor Mr. Lagas from every liability or compensation deriving from the exercise of their duties for the financial year 2007.
Further on, the General Assembly unanimously elected from the members of the company "SOL S.A. CHARTERED AUDITORS" Mr. Georgios Lagas as Regular Certified Auditor for the financial year 2008 and Mr. Dimitrios Stavrou as Deputy, arranging as fee the one set forth by the company "SOL S.A. CHARTERED AUDITORS" which applies to all of its members.
Because of the expiry of the Board of Directors' term, the General Assembly unanimously elected the new members as follows: Nikolaos Kambas, George Peristeris, Dimitrios Antonakos, Konstantinos Vavaletskos, Emmanuel Vrailas, Michael Gourzis, Agelos Benopoulos, Panagiotis Pothos, Sofia Dimitrakopoulou, Dimitrios Katsibokis, Maria Kamba, Dimosthenis Kassavetis and Anastasia Spyridakou to manage the Company for the next five years starting from today and up to 30/06/2013. From the new Members, Mrs. Sofia Dimitrakopoulou, Mrs Maria Kamba and Mr. Dimitrios Katsibokis are elected as non-executive Members, Mr. Dimosthenis Kassavetis and Mrs. Anastasia Spyridakou are elected as independent non-executive Members, according to the provisions of Law 3016, as amended and in force today.
The General Assembly unanimously gave its permission and approval for the participation of Members of the Board of Directors and Executives of the Company in the management of other companies, which are in any way connected with the Company.
During discussion of the Item "Various announcements, approvals and discussion on matters of general interest", which was voted for by shareholders representing 26.891.223 shares and voting rights from a total of 27.981.660 shares represented, the General Assembly approved the continuation of the payment of fees to the members of the Board of Directors Messrs Demetrios Antonakos, Konstantinos Vavaletskos, Emmanouel Vrailas, Michael Gourzis, Angelos Benopoulos, Panayiotis Pothos and Sofia N. Dimitrakopoulou, for their services rendered to the Company apart from their participation in the Board of Directors.
Further on the C.E.O of the Company informed the attending Shareholders on the recent developments in the merger process, henceforth by the secession of the Company and the absorption by GEK of all its activities, except the construction and all construction related activities, which will be absorbed by the 100% subsidiary company LITHOS SA. Lithos SA will be subsequently renamed as TERNA. Detailed information regarding the above is included in the relevant announcement released yesterday June 24, 2008.