PIRAEUS PORT AUTHORITY S.A.
DECISIONS OF THE ANNUAL GENERAL ASSEMBLY OF SHAREHOLDERS
OF 28th JUNE 2017
Piraeus port Authority announces that on Wednesday 28/6/2017, took place in the offices of Athens Exchange the Annual Regular General Meeting of shareholders of PPA S.A.
In the General Meeting were present shareholders representing 21.392.006 shares out of 25.000.000 shares, or percentage 85,56% of issued share capital. The regular General Meeting after discussion took the following decisions:
ITEM 1: Approval of the election of BoD members in lieu of resigned members pursuant to BoD decisions 169 and 170 of 10-08-2016, and appointment of a third independent member, for the remaining term of the Board.
After voting, the General Assembly by 20.491.543 votes, i.e. by a majority of:
a) approved, for the remaining term of the Board, the election of Messrs. WAN Min, FU Chengqiu, ZHU Jianhui, YE Weilong, FENG Boming, KWONG Che Keung Gordon, IP Sing Chi and ARVANITIS Νikolaos as BoD members, in lieu of the resigned BoD members pursuant to BoD decision 169/10-08-2016, under their designated capacities pursuant to BoD decision 170/10-08-2016, and
b) appointed, for the remaining term of the Board, as third independent BoD member, the non-executive member of the BoD Mr. IP Sing Chi, who satisfies all the independence criteria set out in Article 4 of Law 3016/2002.
Shareholders representing 900.462 votes voted against
Shareholders representing 0 votes abstained from the vote.
Total valid votes: 21.392.005 or 85,56% of the paid up share capital
ITEM 2: Replacement of Audit Committee member to fulfill the conditions of article 44 par 1 of Law 4449/2017 and reconstitution of the Audit Committee due to the replacement.
After voting, the General Assembly by 21.391.905 votes, replaced the member of the Audit Committee Mr. Feng Boming by the independent, non – executive BoD member Mr. Nikolaos Arvanitis, and following the above replacement, the Audit Committee reconstituted as following:
Mr. KWONG Che Keung Gordon, Independent, Non-executive BoD member, Chairman of the Audit Committee. Mr. Liagkos Athanasios, Non-executive BoD member, Audit Committee member. Mr. Arvanitis Nikolaos, Independent, Non-executive BoD member, Audit Committee member.
Shareholders representing 100 votes voted against
Shareholders representing 0 votes abstained from the vote.
Total valid votes: 21.392.005 or 85,56% of the paid up share capital
ITEM 3: Approval of the Financial Statements of the fiscal year 2016, along with the Board of Director’s Annual Report and the Independent Auditors’ Report.
After voting, the General Assembly approved the Annual Financial Statements for the fiscal year 2016, the Annual Report of the Board of Directors and the Independent Auditors’ Report for the fiscal year 2016 by 21.391.905 votes.
Shareholders representing 100 votes voted against
Shareholders representing 0 votes abstained from the vote.
Total valid votes: 21.392.005 or 85,56% of the paid up share capital
ITEM 4: Discharge of the BoD Members and the Independent Auditors from any liability for damages for the fiscal year 2016.
After voting, the General Assembly discharged the members of the Board of Directors and the Auditors from any liability for damages for the fiscal year 2016, by 20.962.410 votes.
Shareholders representing 429.095 votes voted against
Shareholders representing 0 votes abstained from the vote.
Total valid votes: 21.392.005 or 85,56% of the paid up share capital
ITEM 5: Distribution of dividend for the fiscal year 2016
After voting, the General Assembly approved the distribution of dividend of the fiscal year 2016 as above, by 21.391.905votes.
Shareholders representing 100 votes voted against
Shareholders representing 0 votes abstained from the vote.
Total valid votes: 21.392.005 or 85,56% of the paid up share capital
ITEM 6: Election of Independent Auditors, for the statutory audit of the financial statements of the Company for the fiscal year 2017 and determination of their remuneration.
After voting, the General Assembly by 20.489.013 votes, re-elected the audit firm “PricewaterhouseCoopers S.A” (with register number 113 of the Institute of Certified Public Accountants of Greece (SOEL)), for the statutory audit of the Company’s Financial Statements for the fiscal year 2017 and the determination of their fees at € 95.000.
Shareholders representing 823.471votes voted against
Shareholders representing 79.521 votes abstained from the vote.
Total valid votes: 21.392.005 or 85,56% of the paid up share capital
ITEM 7: a) Approval of the employment contracts between the company and members of the BoD, pursuant to article 23a, paragraph 2 of Law 2190/1920 as in force, b) Approval of the annual compensation of the BoD members for the fiscal year 2016, pursuant to article 24, paragraph 2 of Law 2190/1920 as in force, and pre-approval of their compensation for the fiscal year 2017
After voting, the General Assembly:
a) Approved, by 20.920.538 votes, in accordance with article 23a, par 2 of Law 2190/1920, the employment contracts between the company and the BoD member Fu Chengqiu, with annual gross remuneration (€ 6.000 χ 14), between the company and the BoD member Kouvaris Ioannis, with annual gross remuneration (€ 4.750 χ 14), and between the company and the BoD member Liagkos Athanasios, with annual gross remuneration (€ 4.750 χ 14).
Shareholders representing 100 votes voted against
Shareholders representing 471.367 votes abstained from the vote.
Total valid votes: 21.392.005 or 85,56% of the paid up share capital
b) Approved, by 15.607.465 votes, in accordance with article 24, par 2 of Law 2190/1920, the compensations paid during the fiscal year 2016 to the BoD members, of total gross amount € 57,372.60, as such were pre-approved by the Ordinary General Assembly of 2016 And Pre-approved, in accordance with article 24, par 2 of Law 2190/1920, an annual gross compensation of € 55,500 for each BoD member for the fiscal year 2017.
Shareholders representing 100 votes voted against
Shareholders representing 5.784.440 votes abstained from the vote.
Total valid votes: 21.392.005 or 85,56% of the paid up share capital
ITEM 8: Ratification of BoD decision 9/16-02-2017 concerning the legal coverage of the Chairman and BoD Members.
After voting, the General Assembly approved the ratification of BoD decision concerning the legal coverage of the Chairman and BoD Members, by 21.000.059 votes.
Shareholders representing 391.946 votes voted against
Shareholders representing 0 votes abstained from the vote.
Total valid votes: 21.392.005 or 85,56% of the paid up share capital
ITEM 9: Amendment of the general framework for debts settlement, as approved by previous General Assembly decision (01-04-2016), and land sites concessions extensions signing of business units, which have been included in the provisions of the aforementioned decision and continue to operate in land sites of PPA SA Ship Repair Areas (Perama Ship Repair Base, Hercules Pier, Drapetsona Pier).
After voting, the General Assembly approved, by 21.391.905 votes, the amendment of the general framework for the debt settlement, as approved by previous General Assembly decision (01-04-2016), and the signing of sites concessions extensions of business units, which have been included in the provisions of the aforementioned decision and continue to operate in land sites of PPA SA Ship Repair Areas (Perama Ship Repair Base, Hercules Pier, Drapetsona Pier).
Shareholders representing 100 votes voted against
Shareholders representing 0 votes abstained from the vote.
Total valid votes: 21.392.005 or 85,56% of the paid up share capital
ITEM 10: Amendment of article 9 par 1 of the company’s articles of incorporation, in order to include mainland China and Hong Kong, as BoD convocation sites
After the request of the HRADF, pursuant to article 39 par. 3 of Law 2190/1920, decided to postpone the discussion and decision making for Friday 28th July 2017 at 11:00 in the offices of Athens Exchange (110 Athinon Ave.)
