ANNOUNCEMENT RESOLUTIONS OF THE ANNUAL GENERAL MEETING OF EKTER S.A.

04/07/2025 | Press Releases & Announcements

The company EKTER S.A. announces to investors that the annual Ordinary General Meeting of shareholders was held on Friday 4 July 2025, at 13:00.

Out of a total of 26,878,682 ordinary registered shares with voting rights, 26 shareholders/holders of voting rights with 16.007.516 shares and voting rights were present or represented at the Meeting, i.e. 59,55% of the total share capital.

The General Meeting was legally constituted and passed resolutions on all items on the agenda. In particular, the decisions of the General Meeting and the results of the voting on each item, in accordance with the applicable provisions of Law 4548/2018, are as follows:

Item no. 1: The Annual (Corporate and Consolidated) Financial Statements of the Company in accordance with the International Financial Reporting Standards (IFRS) for the fiscal year 2024, as well as the relevant reports of the Board of Directors and the Auditor, were approved.

More specifically, as regards the first item on the agenda, the resolution was adopted as follows:

Number of shares for which valid votes were cast: 16.007.516
Share capital percentage: 59,55%
Total number of valid votes: 16.007.516.
Number of votes in favor: 15.999.336 (99,95% of the voters present and represented)
Number of votes against 8.180 (0,05% of the voters present and represented)
Abstention: 0

Item no. 2: Approval of the distribution of the company’s profits and of the payment of dividend for the fiscal year 2024, of the (gross) amount of 0,065 euro per share. Αfter withholding tax of 5%, the net dividend payable per share amounts to six cents and 1.75 thousandths of a euro (€0.06175).

The General Meeting approved the cut-off dates, the record date of the beneficiary shareholders registered in the S.A.T. and the start of the dividend payment for the fiscal year 2024 as follows: Cut-off date: Monday 14 July 2025; record date: Tuesday 15 July 2025;
payment start date: Friday 18 July 2025. The payment of the dividend for the fiscal year 2024 will be made through the Paying Bank PIRAEUS BANK S.A. The Company will inform investors about the payment details of the dividend for the fiscal year 2024 in a subsequent announcement.

The Board of Directors of the company has been authorized to take all necessary actions for the implementation of the decision and a separate announcement will be issued on the dividend distribution procedure.

More specifically, as regards the second item on the agenda, the resolution was adopted as follows:

Number of shares for which valid votes were cast: 16.007.516
Share capital percentage: 59,55%
Total number of valid votes: 16.007.516.
Number of votes in favor: 15.999.336 (99,95% of the voters present and represented)
Number of votes against 8.180 (0,05% of the voters present and represented)
Abstention: 0

Item no. 3: Approval of payment of the net, after tax, remuneration to the members of the Board of Directors for the fiscal year 2024, as shown in the Company’s Annual Financial Statements and the Remuneration Report approved as per the above and pre-approval of payment of net, after tax, remuneration and all kinds of compensation to the members of the Board of Directors for the current fiscal year 2025 up to the amount of €140,000.00.

Furthermore, following the Chairman’s proposal to the General Meeting, it was decided to pay additional remuneration of 700,000.00€ to the executive members of the Board of Directors from the 2024 Fiscal Year Profits.

More specifically, as regards the third item on the agenda, the resolution was adopted as follows:

Number of shares for which valid votes were cast: 16.007.516
Share capital percentage: 59,55%
Total number of valid votes: 16.007.516.
Number of votes in favor: 15.638.336 (97,69% of the voters present and represented)
Number of votes against: 369.180 (2,31% of the voters present and represented)
Abstention: 0

Item no. 4: The Remuneration Report for the fiscal year 2024 was approved in accordance with article 112 of Law 4548/2018. It is noted that the shareholders’ vote on the Report is of a recommendatory nature. The Report will be available on the corporate website for a period of ten (10) years, as required by law.

More specifically, as regards the fourth item on the agenda, the resolution was adopted as follows:

Number of shares for which valid votes were cast: 16.007.516
Share capital percentage: 59,55%
Total number of valid votes: 16.007.516.
Number of votes in favor: 15.988.336 (99,88% of the voters present and represented)
Number of votes against 19.180 (0,12% of the voters present and represented)
Abstention: 0

Item no. 5: The Annual Report of the Audit Committee for the fiscal year 2024 was submitted to the meeting, in accordance with the provisions of article 44 par. 1(i) of Law 4449/2017.

It is noted that this item is not put to the vote, in accordance with the provisions of article 44 par. 1(i) of Law 4449/2017.

Item no. 6: The Annual Report on the Activities of the independent non-executive members of the Board of Directors for the fiscal year 2024 was submitted to the meeting, in accordance with the provisions of article 9 par. 5 of Law 4706/2020.

It is noted that this item is not put to the vote, in accordance with the provisions of article 9 par. 5 of Law 4706/2020.

Item no. 7: The overall management of the company in accordance with article 108 of Law 4548/2018 and the exemption of the Auditor from any liability for compensation arising from the performance of their duties for the fiscal year 2024 was approved.

More specifically, as regards the seventh item on the agenda, the resolution was adopted as follows:

Number of shares for which valid votes were cast: 16.007.516
Share capital percentage: 59,55%
Total number of valid votes: 16.007.516.
Number of votes in favor: 15.999.336 (99,95% of the voters present and represented)
Number of votes against 8.180 (0,05% of the voters present and represented)
Abstention: 0

Item no. 8: The Company “BDO Statutory Auditors S.A.”, under S.O.E.L. Registration Number 173, was selected as the Audit Company for the fiscal year 2025 and the Board of Directors was entrusted with the determination of their remuneration.

More specifically, as regards the eleventh item on the agenda, the resolution was adopted as follows:

More specifically, as regards the eighth item on the agenda, the resolution was adopted as follows:

Number of shares for which valid votes were cast: 16.007.516
Share capital percentage: 59,55%
Total number of valid votes: 16.007.516.
Number of votes in favor: 15.999.336 (99,95% of the voters present and represented)
Number of votes against 8.180 (0,05% of the voters present and represented)
Abstention: 0

Item no. 9: Approved the granting of authority to the Company’s Board of Directors to resolve an extraordinary share capital increase and the restriction or exclusion of the shareholders’ pre-emptive rights, pursuant to articles 24 paragraph 1(b) and 27 of Law 4548/2018.

More specifically, as regards the nineth item on the agenda, the resolution was adopted as follows:

Number of shares for which valid votes were cast: 16.007.516
Share capital percentage: 59,55%
Total number of valid votes: 16.007.516.
Number of votes in favor: 15.613.836 (97,54% of the voters present and represented)
Number of votes against 393.680 (2,46% of the voters present and represented)
Abstention: 0

Item no. 10: Approved the establishment of a free share allocation program, under the terms set out in the draft resolutions and in accordance with Article 114 of Law 4548/2018.

More specifically, as regards the tenth item on the agenda, the resolution was adopted as follows:

Number of shares for which valid votes were cast: 16.007.516
Share capital percentage: 59,55%
Total number of valid votes: 16.007.516.
Number of votes in favor: 15.613.836 (97,54% of the voters present and represented)
Number of votes against 393.680 (2,46% of the voters present and represented)
Abstention: 0

 

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