Announcement – Regulated information
June 28, 2024
PUBLIC POWER CORPORATION S.A. announces that the Annual General Meeting of Shareholders, was held on June 27, 2024, at 10:00, in accordance with the Invitation to the Annual General Meeting, which was published in a timely manner, pursuant to the provisions of the Law and its Articles of Incorporation and was posted on the Company’s website.
In the Annual General Meeting of Shareholders, 383 Shareholders were legally presented (in person or by proxy), representing 246,493,016 common registered shares with voting right on a total of 359,258,724 common registered shares with voting right (own shares are not taken into account for the formation of the quorum of α General Meeting pursuant to L. 4548/2018, article 50, paragraph 1, item a), that is a quorum of 68.61%.
The Annual General Meeting of the Shareholders held on June 27, 2024 discussed and resolved on the following items of the Agenda:
ITEM ONE: Approval of PPC S.A. Standalone and Consolidated Financial Statements for the 22nd fiscal year (from 01.01.2023 to 31.12.2023), as well as approval of the Unbundled Financial Statements pursuant to article 141 of Law 4001/2011 and to the applicable article 30 of the Articles of Incorporation of the Company.
The General Meeting approved the Standalone and Consolidated Financial Statements for the 22nd fiscal year (from 01.01.2023 to 31.12.2023) of PPC S.A. as well as the Unbundled Financial Statements of the Parent Company and the Group as approved by the Board of Directors of the Company and posted on its website.
The total number of votes for which valid votes were casted, amounted to 246,493,016, which correspond to 100% of the share capital that was present.
Number of votes in favor: 244,441,407, against: 1,735,522, abstained: 316,087.
Therefore, the majority of the shareholders on a 99.17% of the valid votes has voted in favor of the item.
ITEM TWO: Approval, pursuant to article 117 of Law 4548/2018, of the overall management of PPC S.A. for the 22nd fiscal year (1.1.2023 until 31.12.2023) and discharge of the auditors from any liability for compensation concerning the same fiscal year.
Following the approval of the annual Financial Statements, as abovementioned, the General Meeting approved the overall management that took place during the 22nd financial year (1.1.2023 – 31.12.2023) as well as the discharge of its auditors, according to article 27 of the Company’s Articles of Incorporation and articles 108 and 117, par. 1 case c of Law 4548/2018, as in effect.
The total number of votes for which valid votes were casted, amounted to 246,493,016, which correspond to 100% of the share capital that was present.
Number of votes in favor: 245,298,733, against: 802,081, abstained: 392,202.
Therefore, the majority of the shareholders on a 99.52% of the valid votes has voted in favor of the item.
ITEM THREE: Election of auditors for the fiscal year 2024, pursuant to the applicable article 29 of the Articles of Incorporation of the Company.
By resolution of the General Meeting as of 29.6.2023, the shareholders elected the auditing firm Ernst & Young Hellas for the fiscal years 2023 and 2024. In order to be aligned with the resolution of the General Meeting in 2023, the Board of Directors, upon relevant recommendation of the Audit Committee, proposed the re-election by the General Meeting of the auditing firm Ernst & Young Hellas for the fiscal year 2024, as well as the approval of annual fees of € 786,306 for the fiscal year 2024. The offer also includes fees for a tax audit in order to issue the tax certificate.
The total number of votes for which valid votes were casted, amounted to 246,493,016, which correspond to 100% of the share capital that was present.
Number of votes in favor: 245,075,564 against: 1,123,115, abstained: 294,337.
Therefore, the majority of the shareholders on a 99.42% of the valid votes has voted in favor of the item.
ITEM FOUR: Remuneration Report of fiscal year 2023.
The General Meeting, through an advisory vote according to law, approved in accordance to par. 3 of article 12 of L. 4548/2018, the remuneration report of the Company for the financial year 2023 as posted on the Company’s website.
The total number of votes for which valid votes were casted, amounted to 246,493,016, which correspond to 100% of the share capital that was present.
Number of votes in favor: 215,316,338 against: 30,624,041, abstained: 552,637
Therefore, the majority of the shareholders on a 87.35% of the valid votes has voted in favor of the item.
ITEM FIVE: Amendments to articles 9, 15 and 31 of the Articles of Incorporation of PPC S.A. and Codification thereof.
The General Meeting of the shareholders has approved the amendment of articles 9 par. 2, 15 par.2 and 3, and 31 par. 2 and 3 of the Articles of Incorporation of PPC S.A., as in effect, as well as its Recodification.
The total number of votes for which valid votes were casted, amounted to 246,493,016, which correspond to 100% of the share capital that was present.
Number of votes in favor: 236,601,939, against: 9,336,740, abstained: 554,337.
Therefore, the majority of the shareholders on a 95.99% of the valid votes has voted in favor of the item.
ITEM SIX: Distribution of dividends for the fiscal year starting on 01.01.2023 and ending on 31.12.2023.
The General Meeting approved the distribution of dividends of a gross amount of €0.25/share as proposed by the Board of Directors in accordance with the provisions of articles 158-161 of Law 4548/2018. It is clarified that the number of shares that are entitled to a dividend will be finalized on the record date and excludes own shares, with an estimated total dividend amounting to €90 m.
The total number of votes for which valid votes were casted, amounted to 246,493,016, which correspond to 100% of the share capital that was present.
Number of votes in favor: 244,740,463 against: 1,441,687, abstained: 310,866.
Therefore, the majority of the shareholders on a 99.29% of the valid votes has voted in favor of the item.
ITEM SEVEN: Approval of distribution of part of the Company’s profits to beneficiaries based on the Company’s Remuneration Policy.
The General Meeting of the shareholders approved the proposal of the Board of Directors for the distribution of a portion of profits for the payment of additional incentives due to the achievement of the 2023 targets, in accordance with the provisions of the Company's Remuneration Policy.
The total number of votes for which valid votes were casted, amounted to 246,493,016, which correspond to 100% of the share capital that was present.
Number of votes in favor: 222,125,644, against: 23,796,506, abstained: 570,866.
Therefore, the majority of the shareholders on a 90.11% of the valid votes has voted in favor of the item.
ΙΤΕΜ EIGHT: Establishment of a share buyback programme by PPC S.A. and authorization to the Board of Directors
The Board of Directors of PPC S.A. submitted to the General Meeting of shareholders for approval, according to Article 49 of Law 4548/2018, the establishment of a share buyback programme by the Company.
The General Meeting of the Shareholders approved the establishment of a share buyback programme by the Company and authorized the Board of Directors of the Company, in order to proceed to all necessary actions for the implementation of the above.
The total number of votes for which valid votes were casted, amounted to 246,493,016, which correspond to 100% of the share capital that was present.
Number of votes in favor: 246,091,982 against: 90,168, abstained: 310,866.
Therefore, the majority of the shareholders on a 99.84% of the valid votes has voted in favor of the item.
ITEM NINE: Approval of the spin-off of the Wholesale Telecommunications Business Sector of PPC S.A. and contribution to its wholly owned subsidiary “DEI OPTIKES EPIKOINONIES SINGLE MEMBER S.A." and distinctive title “Fibergrid”, according to the provisions of articles 4, 54, 57, 59-73 and 83-87 of Law 4601/2019, of Law 4548/2018 and the more specific provisions of article 52 of Law 4172/2013 and article 61 of Law 4438/2016, including the approval of the Draft Demerger Act along with its Annexes and granting of relevant authorisations.
The General Meeting of the Shareholders approved the demerger by way of spin-off of the wholesale Telecommunications Business Sector of PPC S.A. and its contribution to the wholly owned subsidiary company under the trade name "DEI OPTIKES EPIKOINONIES SINGLE MEMBER SOCIETE ANONYME" and the distinctive title "Fibergrid", as well as the Draft Demerger Agreement along with its Annexes and authorized the Chairman and Chief Executive Officer of the Company to sign on behalf of PPC the Notarial Deed of Demerger (Spin-off) of PPC S.A. wholesale Telecommunications Business Sector and any other document related to the completion of the demerger.
The total number of votes for which valid votes were casted, amounted to 246,493,016, which correspond to 100% of the share capital that was present.
Number of votes in favor: 246,200,379, against: 0, abstained: 292,637.
Therefore, the majority of the shareholders on a 99.88% of the valid votes has voted in favor of the item.
ITEM TEN: Information to Shareholders on the activities of the Audit Committee of the Company for 2023.
No vote was required for the item.
ITEM ELEVEN: Information to Shareholders on the Report of the Independent Non-Executive Members of the Board of Directors, pursuant to article 9, par. 5 of Law 4706/2020.
No vote was required for the item.
ITEM TWELVE: Information to Shareholders on recruitment of the year 2023.
No vote was required for the item.