Banner 1

News

Thessaloniki Port Authority S.A. announces that on February 15, 2018, in the Athens Stock Exchange, took place, the continuing the 25.01.2018 Extraordinary General Meeting of the company’s shareholders, the adjourned session of the above meeting for the discussion of the fourteenth item "Election of the Board of Directors members”.

At the above meeting, 13 shareholders representing 7.612.129 shares, i.e. 75,5191% of the company’s paid-up share capital where legally present attending either in person or by proxy. Following the lawful voting and pursuant to article 7 par. 1 of the Company's Articles of Association, as amended by the decisions of the Extraordinary General Meeting of the Shareholders of ThPA SA on 25.01.2018, nine (9) members of the Board of Directors were elected (without substitute members), with a 5-year term, which are:

  • Vlachos Angelos,
  • Kardaras Panagiotis,
  • Karoulis Konstantinos,
  • Makris Dimitrios,
  • Mellios Kostantinos,
  • Mpikas Dimitrios,
  • Routos Dimitrios,
  • Tsiapakidis Konstantinos,
  • Christoyiannis Konstantinos,

In addition the adjourned meeting of the Extraordinary General Meeting of 15 February 2018, set according to law 3016/2002, as independent non-executive members of the Board of Directors:

  • Routos Dimitrios
  • Karoulis Konstantinos
  • Tsiapakidis Konstantinos

The voting results on the 14th item were as follows:       

Number of shares for valid votes given 7.612.109 (75,5170% of the share capital with voting rights), out of which:

  • For: 7.581.094
  • Against: 31.015
  • Abstain: 20

The new Board of Directors of the ThPA SA which was elected in the adjourned Extraordinary General Meeting of the company’s shareholders on 15.02.2018, during its meeting on 16.02.2018 was constituted in a body as follows:

  1. Constantinos Mellios, Chairman of BoD, non-executive member
  2. Dimitrios Makris, Chief Executive Officer (CEO), executive member
  3. Dimitrios Routos Deputy President of BoD, independent non-executive member
  4. Angelos Vlachos, non-executive member
  5. Konstantinos Christoyiannis, non-executive member
  6. Panagiotis Kardaras, non-executive member
  7. Dimitrios Mpikas, non-executive member
  8. Konstantinos Tsiapakidis, independent non-executive member
  9. Konstantinos Karoulis, independent non-executive member

At the meeting of 16.02.2018, in accordance with article 12 of the Company's Articles of Association, the Board of Directors decided to set up an Audit Committee with the following members of the Board of Directors:

1) Dimitrios Routos, independent non-executive member

2) Angelos Vlachos, non-executive member

3) Konstantinos Karoulis, independent non-executive member

The Company "THESSALONIKI PORT AUTHORITY SA" THPA SA informs the investing public that on Friday February 02, 2018, the concession agreement of THPA SA was signed with the Greek State as amended and approved by the Extraordinary General Meeting of 25.01.2018. The concession agreement was signed on behalf of the Greek Government by the Minister of Shipping and Island Policy, Mr. P. Kouroumplis and the Minister of Finance Mr. E. Tsakalotos, and on behalf of ThPA SA by the Chief Executive Officer, Mr. Dimitrios Makris, who was authorized by the Board of Directors of THPA SA.

The concession agreement will be introduced for a Parliamentary legislative ratification in the immediate future.

 

Thessaloniki Port Authority SA following the announcement of January 26 informs the investors' community that in the Adjourned Extraordinary General Meeting of February 15, 2018 at 12:00 a.m. in the Athens Stock Exchange (110 Athinon Ave.) are entitled to participate those who appear as shareholders of the Company in the records of the Dematerialized Securities System that is managed by the "HELLENIC CENTER SECURITIES DEPOSITORY SA" on February 11, 2018 (record date), according to the provisions of articles 27 par. 2, 28 and 28a of Codified Law 2190/1920.

Decisions of the Extraordinary General Shareholders Meeting of 25.01.2018 [pdf]

The new text of the Articles of the Statute seeks in general to codify and consistently restructure the provisions of the Company's current Articles of Statute so as to be compatible with both the current and the new management control of the Company by a private investor, after the signing of the contract for the sale of 6,753,600 shares issued by the Company, between the "Hellenic Republic Asset Development Fund" as seller and South Europe Gateway Thessaloniki (SEGT) Limited as buyer.

The proposed revised text of the Articles of Association is redrafted and rationalized on the basis of existing legal assumptions, both by simplifying the provisions of the current statute and by avoiding provisions and regulations that are essentially repetitions of Codified Laws. 2190/1920 and / or Law 3016/2002 (insofar as no derogation is introduced), as well as by the formulation of the new regulations in a way that corresponds to the new ownership.

In this context, the proposed amendments are summarized in the following key points:

  • Significant redundancies and simplification of the Articles of Statute, in particular by deleting, recasting and renumbering articles and chapters of the current statute, resulting in the new Statute consisting of fourteen (14) more succinct and smaller articles (instead of twenty-eight of the current Statute) .
  • Elimination of formalities and provisions, which repeat provisions of the law.
  • Simplification of the provisions regarding the establishment and operation of the Company's instruments (for example, the provisions for the General Assembly are limited to just one article).
  • Variations to the Company's purpose (as defined in Article 3) are observed, in order to meet the obligations of the Company, the activities and functions that will be performed under the Concession Agreement between the Company and the Greek State as amended and valided.
  • The number and composition of the members of the Board of Directors are changed and arrangements are included for more flexible operation of the Board, in case the right to join some of its members has expired for any reason.

It should be noted that:

  • The amendment to the Articles of Statute does not conflict with a prohibition in law. Already, Article 17 of Law 2688/1999 provides that the General Meeting of Shareholders of the Company is competent to decide on the amendment of its Articles of Association.
  • The formulation of the new text of the Articles of Statute does not interfere with or dispel the application of provisions introducing mandatory rules of law.
  • The exact content of the intended amendments is provided by the 21 December 2017 Share Purchase Agreement signed between HRADF and South Europe Gateway Thessaloniki (SEGT) Limited, subject to the approval of the Court of Auditors.

For a better understanding of the amendments, a comparative table is attached to this report with the existing and new provisions of the Statute after the proposed amendment. [pdf]