INTRAKAT: Αποφάσεις γενικής συνέλευσης

Δημοσιεύθηκε: 25 Ιουνίου 2015 - 14:04

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 the investors that on the 24th of June, 2015, at 10.00 a.m. hours, its Shareholders' Ordinary General Meeting was held at the company's premises in Peania, Attica, according to the Board of Directors' invitation, dated on 3rd June, 2015.

The Meeting was attended by 13 shareholders, who were present either in person or by proxy, representing 18.035.067 shares and votes, out of a total of 23,154,250 company shares, i.e. a percentage of 77,89% 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 the fiscal year 01.01.2014 to 31.12.2014, following the hearing of the related Management Report and Chartered Accountants - Auditors' Report Minimum required quorum: 20% of the paid-up share capital of the Company Attained quorum: 77,89% of the paid-up share capital of the Company. The Financial Statements of the Company and the Group, prepared according to the International Financial Reporting Standards (IFRS) for the fiscal year 01.01.2014 to 31.12.2014, together with the Management Report and the Chartered Accountants – Auditors' Report, were submitted by the BoD and approved by the attending shareholders.

Number of shares for which valid votes were cast: 18.035.067
Percentage of the represented share capital: 100%
Valid votes: 18.035.067
Voting and rates over valid votes:
In favor: 18.035.067 (100%), Against: 0 (0.00%), Blank votes / abstention: 0 (0.00%)

2) Release of Directors and Chartered Accountants – Auditors from any liability for the management of the Company and the Company and the Group Financial Statements for the fiscal year under consideration (01.01.2014 – 31.12.2014). Minimum required quorum: 20% of the paid-up share capital of the Company. Attained quorum: 77,89% of the paid-up share capital of the Company. The attending shareholders approved the release of Directors and Chartered Accountants – Auditors from any liability for the management of the Company and the Company and the Group Financial Statements for the fiscal year 01.01.2014 to 31.12.2014.

3) "Election of regular and alternate Chartered Accountants – Auditors for the auditing of the Company and the Group Financial Statements, for the fiscal year 01.01.2015 to 31.12.2015 and determination of their remuneration. Minimum required quorum: 20% of the paid-up share capital of the Company. Attained quorum: 77,89% of the paid-up share capital of the Company. The attending shareholders elected the S.A. Chartered Auditor Company named "SOL S.A. CHARTERED AUDITORS" for the auditing of the Company and the Group Financial Statements for the fiscal year 01.0.2015 to 31.12.2015. The remuneration of the said Chartered Accountants – Auditors shall be determined according to the applicable provisions of the Chartered Auditors Association.

4) Approval of the appropriation of the Company's financial results of fiscal year 01.01.2014 to 31.12.2014. Minimum required quorum: 70% of the paid-up share capital of the Company Attained quorum: 77,89% of the paid-up share capital of the Company. The attending shareholders approved the non distribution of any dividend for the fiscal year 01.01.2014 to 31.12.2014 and decided to carry forward the period's financial results.

5) Approval of compensations granted to Directors during the previous year and preliminary approval of remunerations and compensations to Directors for 2015, under article 24 of Codified Law 2190/1920 and article 5 of Law 3016/2002. Minimum required quorum: 20% of the paid-up share capital of the Company. Attained quorum: 77,89% of the paid-up share capital of the Company. The attending shareholders approved the amount of 141.321,12, Euros, which was paid to BoD Members, as compensation for the time they spent in BoD meetings during the year 2014 and the fulfillment of their tasks in general, according to the provisions of article 24 of Codified Law 2190/1920 and article 5 of Law 3016/2002, as currently in force, which, moreover, had already been pre-approved by the General Assembly of the last year. Furthermore, the attending shareholders pre-approved the granting of an amount equal with the one granted last year, as compensation to Directors, for the time they shall spend in BoD meetings during 2015 and the fulfillment of their duties in general, according to the aforementioned.
Number of shares for which valid votes were cast: 18.035.067
Percentage of the represented share capital: 100%
Valid votes: 18.035.067
Voting and rates over valid votes:
In favor: 17.449.012 (96,75%), Against: 586.055 (3,25%), Blank votes / abstention: 0 (0.00%).

6) Approval of contracts conclusion, in application of article 23a of the Codified Law 2190/1920, as currently in force. Minimum required quorum: 20% of the paid-up share capital of the Company. Attained quorum: 77,89% of the paid-up share capital of the Company. The attending shareholders approved and validated all the company's contracts with individuals and legal entities, in application of article 23a of the Codified Law 2190/1920, as currently in force. The attending shareholders also approved, pursuant to article 23a of Codified Law 2190/1920, as applicable, all the credits (liquidity facilities) and the guarantees provided by the company, to and in favor of our subsidiaries and affiliates of article 42e of C.L. 2190/1920, as well as to and in favor of joint ventures and the Consortiums / Unions of Companies, in which the Company participates and/or its affiliated undertakings, according to article 42e of Codified Law 2190/1920, as well as to approve all transactions, contracts, guarantees, etc. as detailed on page 83 and following of the Annual Financial Report.

Number of shares for which valid votes were cast: 18.035.067
Percentage of the represented share capital: 100%
Valid votes: 18.035.067
Voting and rates over valid votes:
In favor: 17.449.012 (96,75%), Against: 586.055 (3,25%), Blank votes / abstention: 0 (0.00%).

7) Permission to Company Directors and Managers, under article 23, par. 1 of Codified Law 2190/1920, as currently in force. Minimum required quorum: 20% of the paid-up share capital of the Company. Attained quorum: 77,89% of the paid-up share capital of the Company. The attending shareholders granted a permission, according to article 23 par. 1 of Codified Law 2190/1920, to the Company's Directors and Managers to take, either on their own account or on the account of third parties, actions that are considered to fall within any of the Company's objectives as well as to participate as general partners in partnerships pursuing similar objectives and participate in the share capital and/or the Board of Directors of affiliated undertakings of the Company, in the meaning of article 42 par. e of Codified Law 2190/1920.

Number of shares for which valid votes were cast: 18.035.067
Percentage of the represented share capital: 100%
Valid votes: 18.035.067
Voting and rates over valid votes:
In favor: 17.449.012 (96,75%), Against: 586.055 (3,25%), Blank votes / abstention: 0 (0.00%).

8) "Miscellaneous announcements." Minimum required quorum: 66,66% of the paid-up share capital of the Company. Attained quorum: 77,89% of the paid-up share capital of the Company. It was announced that on 30.12.2014 was completed the merger through absorption of its 100% subsidiary PRISMA DOMI ATE from Intrakat, upon approval of the competent authorities, (the relevant decisions being published in No. 13642 /31.12.2014 Government Gazette TAE - EPE & GEMI), and therefore Intrakat slipped in ipso jure, as universal successor to all the rights, obligations and general legal relations of that acquired company, continuing to apply, as if this merger had not taken place, and the General Meeting of Shareholders of the Company approved and ratified the above.

Number of shares for which valid votes were cast: 18.035.067
Percentage of the represented share capital: 100%
Valid votes: 18.035.067
Voting and rates over valid votes:
In favor: 17.449.012 (96,75%), Against: 586.055 (3,25%), Blank votes / abstention: 0 (0.00%)