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OLTH: Resolutions of the Annual General Meeting

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Thessaloniki Port Authority S.A. announces that, the Annual General Meeting of the Company’s Shareholders was held on 27th June 2013 at the Warehouse D’, 1st Port Pier and was attended in conformity by 21 shareholders attending either in person or by proxy and representing 8.111.928 shares, i.e. 80,4755% of the Company’s paid-up share capital. The Meeting deliberated on the items of the Agenda and, after a voting procedure was held as provided for by the law, resolved as follows:

 

By 8.111.928 valid votes representing 80.4755% of the paid-up share capital, the Meeting approved unanimously, i.e. by a majority 100%, represented shares and votes for Item 1 of the Agenda concerning the submission and approval of the Annual Financial Statements for the 13th fiscal year (01.01.2012 to 31.12.2012), accompanied by the annual Management Report by the Board of Directors, the Independent Auditors’ Report and the Corporate Governance Statement.
 

By 8.111.928 valid votes representing 80.4755% of the paid-up share capital, the Meeting approved unanimously, i.e. by a majority 100%, represented shares and votes for Item 2 of the Agenda concerning the distribution of dividend to the company’s Shareholders which amounts to 1,50 euro per share, which dividend is subject to 25% withholding tax, and therefore the net final amount payable will be 1,1250 euro per share. The Ex-dividend date was set for 17th July 2013, the Dividend beneficiaries "Record date" was set for 19th July 2013 and the dividend shall be paid on 23rd July 2013.
 

By 8.111.928 valid votes representing 80.4755% of the paid-up share capital, the Meeting approved unanimously, i.e. by a majority 100%, represented shares and votes for Item 3 of the Agenda concerning the release of the Board of Directors members and of the Company’s Independent Auditors from any and all liability regarding the proceedings of the Company’s 13th fiscal year.
 

By 8.111.928 valid votes representing 80.4755% of the paid-up share capital, the Meeting approved unanimously, i.e. by a majority 100%, represented shares and votes for Item 3 of the Agenda concerning the approval of the fees – remunerations paid to BoD members of the fiscal year 2012, and pre-approval of their fees - remunerations that will paid during the next fiscal year.
 

By 8.111.928 valid votes representing 80.4755% of the paid-up share capital, the Meeting approved by a majority of 8.109.167, i.e. by a majority of 80,4481% of the shares and votes represented, Item 5 of the Agenda concerning the assignment of the Company’s regular audit for the current accounting period to the auditing firm “ERNST & YOUNG (GREECE) CHARTERED AUDITORS – ACCOUNTANTS S.A.” having its registered office in Athens, 11th kl.Athens–Lamianational road 14451, Metamorfosi, with Company ICPA Reg. No. 107.
 

By 8.111.928 valid votes representing 80.4755% of the paid-up share capital, the Meeting approved by a majority of 8.108.867, i.e. by a majority of 80,4451% of the shares and votes represented, Item 6 of the Agenda concerning amendments to the Company’s Articles 6 and 7 of Association as follows:
 

Article 6 paragraph 2 of the codified Articles of Association states “Company shares can be entered for trading in the Athens Stock Exchange, or to any official international Stock Exchange upon decision of the Shareholders’ General Assembly provided that the participation rate of theGreekStatein the share capital remains at least 51%”.

 

The Amendment goes as follows:

 

“Company shares can be entered for trading not only in the Athens Stock Exchange, but also to any official internationalStock Exchange upon decision of the Shareholders’ General Assembly”.

 

Article 7 of the codified Articles of Association states: “The Company’s share capital can be increased, without an amendment of the Articles of Association and certification of the settlement of the amount of increase, upon a decision of the General Assembly by issuing new shares and specifying the disposal of the shares, provided that any increase does not result in a decrease of the participation of the Greek State below 51%.

 

The Amendment goes as follows:

“Upon decision of the General Assembly, the Company’s share capital can be increased   following amendment of the Articles of Association and certification of the settlement of the amount of increase. That same decision shall set the amount by which the share capital will be increased, the manner in which the said increase will be carried out, the number and the type of shares to be issued, their nominal value and price, as well as the deadline for the full settlement of the amount”.

 

By 8.111.928 valid votes representing 80.4755% of the paid-up share capital, the Meeting approved by a majority of 8.108.867, i.e. by a majority of 80,44511% of the shares and votes represented, the appointment of Mr Alexandros Chloros as a new member of the Board of Directors, replacing Mr Saoulidis after his resignation on 20/3/2013, as suggested by  HRADF SA.
 

The above items were followed by the exchange of views between the Chairman, Shareholders, attending journalists and the representatives of THPA employers and dock-workers.

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