Notification of the Resolutions of the Shareholders' Regular General Meeting of the Company under the name INTRACOM CONSTRUCTIONS SOCIETE ANONYME TECHNICAL AND STEEL CONSTRUCTIONS and the distinctive title INTRAΚΑΤ- dated on the 25th of June 2013
In the context of its obligations arisen from article 4.1.3.3 of the Athens Stock Exchange Regulation, INTRACOM CONSTRUCTIONS SOCIETE ANONYME TECHNICAL AND STEEL CONSTRUCTIONS (d.t. INTRAKAT) informs investors that on the 25th of June 2013, at 10.00 am hours, its Shareholders' Regular General Meeting was held at the company premises in Peania, Attica, according to the Board of Directors' invitation dated 30/05/2013.
The Meeting was attended by 14 shareholders, who were present either in person or by proxy, representing 17,754,283 shares and votes, out of a total of 23,154,250 company shares, i.e. a percentage of 76.678% of the Company's share capital. Upon attaining the quorum and majority provided for by the law and the Company's Articles of Association, all agenda items were voted as follows:
AGENDA ITEMS
1) Submission for approval of the Company and the Group Financial Statements, prepared under the International Financial Reporting Standards (IFRS) for 2012 financial year (01.01.2012 – 31.12.2012), after the hearing of the related Management and Audit Reports.
Minimum required quorum: 20% of the paid-up share capital of the Company
Attained quorum: 76.678% of the paid-up share capital of the Company.
The Company and the Group Financial Statements, prepared under the International Financial Reporting Standards (IFRS) for 2012 financial year (01.01.2012 – 31.12.2012), were submitted and approved together with the Management Report and the Chartered Accountant - Auditor's Report, Maria Haritou, attached thereto.
Number of shares for which valid votes were cast: 17,754,283.
Percentage of the represented share capital: 100%
Valid votes: 17,754,283.
Voting and rates over valid votes:
In favor: 17,754,283 (100%), Against: 0 (0.00%), Blank votes / abstention: 0 (0.00%)
2) Release of Directors and Chartered Auditors – Accountants from all liabilities for Company management and the Company and the Group Financial Statements for the financial year under consideration (01.01.2012 – 31.12.2012).
Minimum required quorum: 20% of the paid-up share capital of the Company.
Attained quorum: 76.678% f the paid-up share capital of the Company.
The Meeting resolved that the Company's Directors and Chartered Auditor – Accountant be released from all liabilities for Company management and the Company and the Group Financial Statements for the financial year under consideration (01.01.2012 – 31.12.2012).
Number of shares for which valid votes were cast: 17,754,283.
Percentage of the represented share capital: 100%
Valid votes: 17,754,283.
Voting and rates over valid votes:
In favor: 17,754,283 (100%), Against: 0 (0.00%), Blank votes / abstention: 0 (0.00%)
3) Election of regular and alternate Chartered Auditors – Accountants for the audit of the Company and the Group Financial Statements for 2013 financial year (01.01.2013 – 31.12.2013) and determination of their remuneration.
Minimum required quorum: 20% of the paid-up share capital of the Company.
Attained quorum: 76.678% of the paid-up share capital of the Company.
It was resolved that the SA company named «SOL S.A. CHARTERED AUDITORS» be appointed for the audit of the Company and the Group Financial Statements for 2013 financial year (01.01.2013 – 31.12.2013). Their remuneration shall be determined under the provisions applicable for the Chartered Auditors Association.
Number of shares for which valid votes were cast: 17,754,283.
Percentage of the represented share capital: 100%
Valid votes: 17,754,283.
Voting and rates over valid votes:
In favor: 17,754,283 (100%), Against: 0 (0.00%), Blank votes / abstention: 0 (0.00%).
4) Approval of the appropriation of results attained during 2012 financial year (01.01.2012-31.12.2012). No dividend distribution for the same year.
Minimum required quorum: 70% of the paid-up share capital of the Company
Attained quorum: 76.678% of the paid-up share capital of the Company.
It was resolved that no dividend be distributed for the fiscal year 01.01.2012 to 31.12.2012 and the period's losses be carried forward.
Number of shares for which valid votes were cast: 17,754,283.
Percentage of the represented share capital: 100%
Valid votes: 17,754,283.
Voting and rates over valid votes:
In favor: 17,754,283 (100%), Against: 0 (0.00%), Blank votes / abstention: 0 (0.00%)
5) Approval of the compensation paid to Directors during the closed-off year and pre-approval of remuneration and compensation to be paid to Directors during 2013, under article 24 of Codified Law 2190/20 and article 5 of Law 3016/2002.
Minimum required quorum: 20% of the paid-up share capital of the Company.
Attained quorum: 76.678% of the paid-up share capital of the Company.
The Meeting approved the amount of 150,000€, which was pre-approved by the Annual General Assembly of the previous year, and granted to the Company's Board of Directors, as compensation for the time they spent in BoD meetings during 2012 and the fulfillment of their tasks in general, according to the provisions of article 5, Law 3016/2002 on Corporate Governance, as currently in force.
Furthermore, the Meeting pre-approved the granting of 150,000 euros as compensation to Directors, for the time they shall spend in BoD meetings during 2013 and the fulfillment of their tasks in general, according to the provisions of the aforementioned law, as currently in force.
Number of shares for which valid votes were cast: 17,754,283.
Percentage of the represented share capital: 100%
Valid votes: 17,754,283.
Voting and rates over valid votes:
In favor: 17,754,283 (100%), Against: 0 (0.00%), Blank votes / abstention: 0 (0.00%).
6) Approval of contract conclusion, in application of article 23a of C.L. 2190/1920, as currently in force.
Minimum required quorum: 20% of the paid-up share capital of the Company.
Attained quorum: 76.678% of the paid-up share capital of the Company.
The Meeting approved the following, pursuant to article 23a of Codified Law 2190/1920, as applicable:
a) The renewal-amendment of the employment contract, of the company's CEO, Mr. P. Souretis, dated from 31.12.2012.
b) The following (4) contracts for the provision of independent services, signed between the Member of the BoD of the company, Mr. Ch. Kallis and the company, and between Mr. Ch. Kallis and the company's following subsidiaries: IN.MAINT, EUROKAT, and INTRAPOWER, dated from 07.03.2013.
c) The renewal- amendment of the employment contract of, Mr. Dimitrios Theodoridis, Member of the BoD of the company, dated from 01.03.2012.
d) The renewal- amendments of (2) contracts for the provision of independent services of Mr. Dimitrios Pappas, Member of the BoD of the company, dated form 08.03.2012.
e) The sale contracts of photovoltaic parks, signed between the subsidiary company, INTRAPOWER, and the single-member Private Companies IONIOS ILIOS 06 MIKE, IONIOS ILIOS 04 MIKE, IONIOS ILIOS 03 MIKE, and IONIOS ILIOS 02 MIKE, which are controlled by the persons of par. 5 of the arth.23a of the K.L.2190/1920.
g) The sale contracts of two (2) apartments, by the subsidiary EUROKAT to Mr. Charalambos Kallis, Member of the BoD of the company.
The Meeting also approved, pursuant to article 23a of Codified Law 2190/1920, as applicable, the credit (liquidity facility) which has been provided by the company for its following subsidiaries companies: a) INTRADEVELOPMENT, b) EUROKAT, c) INTRAPOWER d) INTRACOM CONSTRUCT (Romania), e) INTRA- PHOS SA", f) PRISMA DOMI SA, and g) A. KATSELIS SA.
Number of shares for which valid votes were cast: 17,754,283.
Percentage of the represented share capital: 100%
Valid votes: 17,754,283.
Voting and rates over valid votes:
In favor: 17,754,283 (100%), Against: 0 (0.00%), Blank votes / abstention: 0 (0.00%).
7) Granting of permission to Company Directors and Managers, under article 23, par. 1, C.L. 2190/1920, as currently in force.
Minimum required quorum: 20% of the paid-up share capital of the Company.
Attained quorum: 76.678% of the paid-up share capital of the Company.
The Meeting resolved, under article 23, par. 1, C.L. 2190/1920, to grant its permission to Company Directors and Managers for the carrying out, either on their own behalf or on behalf of third parties, of activities that fall under any one of the Company's objectives; also, to participate as general partners in companies pursuing similar objectives and to participate in the share capital and/or the Board of Directors of affiliated companies / undertakings, in the sense of article 42e, C.L. 2190/1920.
Number of shares for which valid votes were cast: 17,754,283.
Percentage of the represented share capital: 100%
Valid votes: 17,754,283.
Voting and rates over valid votes:
In favor: 17,754,283 (100%), Against: 0 (0.00%), Blank votes / abstention: 0 (0.00%)
8) Miscellaneous announcements
Upon the eighth agenda item, no further announcements were made to the Shareholders.