AKTOR SOCIETE ANONYME HOLDING COMPANY TECHNICAL AND ENERGY PROJECTS

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 2012

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 informs investors that on the 25th of June 2012, 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 22/05/2012.

 

The Meeting was attended by 14 shareholders, who were present either in person or by proxy, representing 17,902,005 shares and votes, out of a total of 23,154,250 company shares, i.e. a percentage of  77.316% 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 2011 financial year (01.01.2011 – 31.12.2011), 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: 77.316 % 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 2011 financial year (01.01.2011 – 31.12.2011), were submitted and approved after the hearing of the related Management and Audit Reports.

Number of shares for which valid votes were cast: 17,902,005.

Percentage of the represented share capital: 100%

Valid votes: 17,902,005.

Voting and rates over valid votes:

In favor: 17,902,005 (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 (01.01.2011 – 31.12.2011).

Minimum required quorum: 20% of the paid-up share capital of the Company.

Attained quorum: 77.316% of the paid-up share capital of the Company.

The Meeting resolved that the Company's Directors and Chartered Auditors – Accountants be released from all liabilities for Company management and the Company and the Group Financial Statements for the financial year under consideration (01.01.2011 – 31.12.2011).

Number of shares for which valid votes were cast: 17,902,005.

Percentage of the represented share capital: 100%

Valid votes: 17,902,005.

Voting and rates over valid votes:

In favor: 17,902,005 (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 2012 financial year (01.01.2012 – 31.12.2012) and determination of their remuneration.

Minimum required quorum: 20% of the paid-up share capital of the Company.

Attained quorum: 77.316% 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 2012 financial year (01.01.2012 – 31.12.2012). Their remuneration shall be determined under the provisions applicable for the Chartered Auditors Association.

Number of shares for which valid votes were cast: 17,902,005.

Percentage of the represented share capital: 100%

Valid votes: 17,902,005.

Voting and rates over valid votes:

In favor: 17,902,005 (100%), Against: 0 (0.00%), Blank votes / abstention: 0 (0.00%).

4.         Approval of the appropriation of results attained during 2011 financial year (01.01.2011-31.12.2011). No dividend distribution for the same year.

Minimum required quorum: 70% of the paid-up share capital of the Company

Attained quorum: 77.316% of the paid-up share capital of the Company.

It was resolved that no dividend be distributed for 2011 financial year (01.01.2011 to 31.12.2011). It was also resolved that, out of the profits attained during the year [after the deduction of taxes (1,598,130.41€) and the regular reserves formed during the year (76,253.66€)], the remaining amount of 332,291.15€ be carried forward, to the benefit of the Company's capital structure.

Number of shares for which valid votes were cast: 17,902,005.

Percentage of the represented share capital: 100%

Valid votes: 17,902,005.

Voting and rates over valid votes:

In favor: 17,902,005 (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 2012, 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: 77.316% of the paid-up share capital of the Company.

Given that no compensation has been paid to the Directors, during the previous financial year, the Meeting pre-approved the granting of 150,000€ to be paid as compensation to Directors, against the time they shall spend during 2012 for BoD meetings and the general fulfillment of their duties, under article 5 of Law 3016/2002 on Corporate  Governance, as currently in force.

Number of shares for which valid votes were cast: 17,902,005.

Percentage of the represented share capital: 100%

Valid votes: 17,902,005.

Voting and rates over valid votes:

In favor: 17,902,005 (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: 77.316% of the paid-up share capital of the Company.

Given that no contracts have been concluded in application of article 23a of C.L. No 2190/1920,  that would require the General Meetings approval, no decision was made upon the above agenda item.

Number of shares for which valid votes were cast: 17,902,005.

Percentage of the represented share capital: 100%

Valid votes: 17,902,005.

Voting and rates over valid votes:

In favor: 17,902,005 (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: 77.316% 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: 17,902,005.

Percentage of the represented share capital: 100%

Valid votes: 17,902,005.

Voting and rates over valid votes:

In favor: 17,902,005 (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.