The company EKTER S.A. announces to investors that the annual Ordinary General Meeting of shareholders was held on Friday 28 June 2024, at 13:00.
Out of a total of 11,250,000 ordinary registered shares with voting rights, 33 shareholders/holders of voting rights with 6.225.463 shares and voting rights were present or represented at the Meeting, i.e. 55,337% 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 2023, 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: 6.225.463
Share capital percentage: 55,337%
Total number of valid votes: 6.225.463
Number of votes in favor: 6.225.463 (100% of the voters present and represented)
Number of votes against: 0
Abstention: 0
Item no. 2: Approval of the distribution of the company’s profits and of the payment of dividend for the fiscal year 2023, of the (gross) amount of 12 euro cents (€0,12) per share; after withholding tax of 5%, the net dividend payable per share amounts to 11 euro cents and 4 euro thousandths (€0,114).
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 2023 as follows: Cut-off date: Monday 8 July 2024; record date: Tuesday 9 July 2024; payment start date: Friday 12 July 2024. The payment of the dividend for the fiscal year
2023 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 2023 in a subsequent announcement.
The Board of Directors of the company has been authorised 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: 6.225.463
Share capital percentage: 55,337%
Total number of valid votes: 6.225.463
Number of votes in favor: 6.225.463 (100% of the voters present and represented)
Number of votes against: 0
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 2023, 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 2024 up to the amount of €120,000.00.
Furthermore, following the Chairman’s proposal to the General Meeting, it was decided to pay additional remuneration of 437,000.00€ to the executive members of the Board of Directors from the 2023 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: 6.225.463
Share capital percentage: 55,337%
Total number of valid votes: 6.225.463
Number of votes in favor: 6.225.463 (100% of the voters present and represented)
Number of votes against: 0
Abstention: 0
Item no. 4: The Remuneration Report for the fiscal year 2023 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: 6.225.463
Share capital percentage: 55,337%
Total number of valid votes: 6.225.463
Number of votes in favor: 6.225.463 (100% of the voters present and represented)
Number of votes against: 0
Abstention: 0
Item no. 5: The Annual Report of the Audit Committee for the fiscal year 2023 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 2023 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 2023 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: 6.225.463
Share capital percentage: 55,337%
Total number of valid votes: 6.225.463
Number of votes in favor: 6.225.463 (100% of the voters present and represented)
Number of votes against: 0
Abstention: 0
Item no. 8: Approval of a new Remuneration Policy of the Company. The approved Remuneration Policy consists in maintaining the current Policy, with a four-year horizon, with the removal of the limits that had been set on the amount of fixed and variable remuneration for the members of the Board of Directors and the directors, in order to leave a wider range to the Company’s Remuneration and Nomination Committee to determine such remuneration, under the terms of the Remuneration Policy and subject to the approval of the General Meeting of Shareholders.
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: 6.225.463
Share capital percentage: 55,337%
Total number of valid votes: 6.225.463
Number of votes in favor: 6.225.463 (100% of the voters present and represented)
Number of votes against: 0
Abstention: 0
Item no. 9: The amendment of article 15.2 of the Company’s Articles of Association was approved for reasons of completeness and compliance with the provision of article 160 par. 2 of Law 4548/2018 and the Board of Directors was authorised to take all necessary actions for the implementation of the above decision.
More specifically, as regards the ninth item on the agenda, the resolution was adopted as follows:
Number of shares for which valid votes were cast: 6.225.463
Share capital percentage: 55,337%
Total number of valid votes: 6.225.463
Number of votes in favor: 6.225.463 (100% of the voters present and represented)
Number of votes against: 0
Abstention: 0
Item no. 10: It was decided to split all the existing Company shares (stock split), with a ratio of two (2) new shares replacing one (1) old share, through a simultaneous reduction of the nominal value of each new share from EUR 0.52 to EUR 0.26 and without changing the share capital.
Finally, the Board of Directors was authorised to take all necessary actions for the implementation of the above decision.
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: 6.225.463
Share capital percentage: 55,337%
Total number of valid votes: 6.225.463
Number of votes in favor: 6.225.463 (100% of the voters present and represented)
Number of votes against: 0
Abstention: 0
Item no. 11: 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 2024 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:
Number of shares for which valid votes were cast: 6.225.463
Share capital percentage: 55,337%
Total number of valid votes: 6.225.463
Number of votes in favor: 6.225.463 (100% of the voters present and represented)
Number of votes against: 0
Abstention: 0