Announcement – Regulated information
November 5, 2024
PUBLIC POWER CORPORATION S.A. announces that the Extraordinary General Meeting of Shareholders, was held on November 4th, 2024, at 11:00 a.m., in accordance with the Invitation to the Extraordinary General Meeting, which was published on September 27th, 2024, pursuant to the provisions of the Law and its Articles of Incorporation and was posted on the Company’s website.
In the Extraordinary General Meeting of Shareholders, 395 Shareholders were legally presented (in person or by proxy), representing 247,727,820 common registered shares with voting right on a total of 353,578,784 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 article 50, paragraph 1, item a of Law 4548/2018), that is a quorum of 70.06%.
The Extraordinary General Meeting of the Shareholders held on November 4th, 2024 discussed and resolved on the following items of the Agenda:
ITEM ONE: “Spin-off of the Testing, Inspection & Certification Business Sector operating under the Laboratories, Inspection & Certification Department (“LICD”) of PPC S.A. and contribution thereof to a new 100% subsidiary of PPC S.A. to be established for this purpose.
Approval of:
The General Meeting following the proposal of the Company’s Board of Directors has approved the Spin-off of the Testing, Inspection & Certification Business Sector operating under the Laboratories, Inspection & Certification Department (“LICD”) of PPC S.A. and contribution thereof to a new 100% subsidiary of PPC S.A. to be established for this purpose, in application of the provisions of articles 4, 54 par. 3, 57 par. 3, 59 -74 and 83-87 of L. 4601/2019, L.4548/2018 and the specific provisions of the Legislative Decree no 1297/1972, consequently, has approved:
a) the Draft Demerger Deed, including the Business Sector’s Transformation Balance Sheet dated 31.12.2023, as approved by the Board of Directors of PPC,
b) the Valuation Report of the fair value of PPC S.A. Testing, Inspection & Certification Business Sector, dated 12.9.2024,
c) the Draft Articles of Association of the new company to be established for the purposes of the spin-off, as approved by the Board of Directors of PPC.
d) all the actions and/or declarations and/or announcements of the Company's Board of Directors carried out to date, for the purposes of the aforementioned Spin-off (of the said Business Sector), as a result that these are valid and undisputable and as if they were made by the Company itself, and
authorized the Chairman and Chief Executive Officer of the Company Mr. Georgios Stassis, to sign on behalf of PPC S.A. the Notarial Deed of Demerger (Spin-off) of the Testing, Inspection & Certification Business Sector and any other document related to the completion of the demerger, and in parallel to grant him the right to sub-authorize executives of the Company to finalize and sign any relevant document for the completion of the demerger and to settle any pending issues regarding the Notarial Deed, as well as the whole process of the Demerger (Spin-off) and its approval by the competent Authorities.
The total number of votes for which valid votes were casted, amounted to 247,727,820, which correspond to 100% of the share capital that was present.
Number of votes in favor: 247,727,820, against: 0, abstained: 0.
Therefore, the shareholders have voted in favor unanimously, namely 100% of the valid votes.
ITEM TWO: “Cancellation of own shares acquired by PPC in the framework of the approved share buyback programs with an equal decrease of its share capital according to the applicable provisions of L.4548/2018 - Amendment of article 5 of the Company’s Articles of Incorporation with regard to its Share Capital”.
The General Meeting has approved :
- the cancellation of 12,730,000 own shares of the Company, of a nominal value of € .48 each, corresponding to a percentage of 3.33% (by rounding) of the share capital
- the decrease of the Company’ share capital by the amount of €31,570,400, according to article 29 of L. 4548/2018, which derives from the total number of shares to be cancelled multiplied by the nominal value of PPC’s share (that is 12,730,000 shares x €2.48 per share)
-the corresponding amendment of article 5 of the Company’s Articles of Incorporation concerning the share capital, in order to depict the abovementioned decrease and specifically for the amendment of section b’ of par. 6 and the addition of par. 7 on the article in question.
The total number of votes for which valid votes were casted, amounted to 247,727,820, which correspond to 100% of the share capital that was present.
Number of votes in favor: 247,727,778, against: 42, abstained: 0.
Therefore, the majority of the shareholders on a 99.9999% of the valid votes has voted in favor of the item.