Banner 1

News

Invitation to the Extraordinary General Shareholders' Meeting 2019 and related information

Invitation [pdf]

Related information [zip]

 

 

«Port Authority of Thessaloniki SA» announces that at the meeting of the Company's Board of Directors on 30.07.2019, the new Organization Chart was approved, with the creation of a new position of Chief Executive Officer and the appointment of his duties. It was also approved the upgrade of the Information & Communications Technology Department to Directorate and the renaming of the Management Directorate to Human Resources Directorate. The above two Directorates report at the first level to the Chief Executive Officer.

«Port Authority of Thessaloniki SA» announces that at the meeting of the Company's Board of Directors on 30.07.2019, accepted the resignation of a non-executive member of the Board of Directors Mr. Cedric Garnier and to his  replacement, a new non-executive member, Mr. Baqiao (Leon) FU, was appointed.

The present announcement is made according to paragraph 1 of article 17 of the Regulation (EU) 596/2014, in relation to the obligation of the Issuer for the publicity of inside information as per article 7 of Regulation (EU) 596/2014 and article 27 par. 8 of law 4443/2016 and following a relevant request dated 28 June 2019 from the Hellenic Capital Market Commission.

Following the announcement of our Company dated 27 June 2019 in relation to the decisions of the General Meeting of the Shareholders of 26th of June 2019, we further clarify that in regards to Items 3 and 4 of the agenda (approval of the Overall Management by the Board of Directors for the financial years 2017 and 2018) the only reason that the main shareholder did not approve the Overall Management of the Board of Directors, as per article 108 par. 1 of law 4548/2018, is that in accordance with existent internal post acquisition policies, a period of 2 years has to be respected before any such approval to be passed and not because the shareholder is in possession of any additional information that leads to that decision. This period of 2 years is considered sufficient for any liabilities to surface as per the reps and warranties of the seller. It is noted that the relevant action and the herein announcement are taking place for the protection of the investors.

“Thessaloniki Port Authority S.A.”, clarifying the release as of 19.06.2019, announces the appointment from 19.06.2019 of Mr. Franco Νicola Cupolo as Chief Executive Officer, with delegated duties from the Managing Director.

Mr. Sotirios Theofanis maintains the position of the Chairman of the BoD and Managing Director, as an executive member of the Board of Directors.

Further, the Company also announces the termination of cooperation of the Chief Operating Officer & Container Terminal Managing Director, Mr. Marc Riondel, on 30.06.2019.

Thessaloniki Port Authority S.A. announces the voting results during the Ordinary General Meeting of the Company’s Shareholders that was held on 26th June 2019 in Thessaloniki, at the hotel “Mediterranean Palace”. The General Meeting was attended in conformity by 25 shareholders, attending either in person or by proxy and representing 8,007,616 shares, i.e. 79.4406% of the Company’s paid-up share capital and through open voting, the following items were discussed and decided:

  1. Approved the Annual Financial Statements for the 19th fiscal year (01.01.2018 to 31.12.2018), accompanied by the Annual Management Report by the Board of Directors, the Independent Auditors’ Report and the Corporate Governance Statement.

The voting results on the 1st item were as follows:   

  • Number of shares for which valid votes were given: 8,006,716 (79.4317% of the share capital with voting rights), out of which:
    • For: 8,006,716
    • Against: 0
  • Abstain: 900
  1. Approved the appropriation of annual earnings and distribution of dividend, which amounts to 57 euro per share, which is subject to 10% withholding tax, and therefore the net dividend payable will be 0.5130 euro per share. The ex-dividend date was set on 2nd of July 2019, the dividend beneficiaries "Record Date" was set on 3rd of July 2019, and the dividend payment date was set on 8th of July 2019.                                                   

The voting results on the 2nd item were as follows:  

  • Number of shares for which valid votes were given: 8,007,616 (79.4406% of the share capital with voting rights), out of which:
    • For: 8,007,616
    • Against: 0
  • Abstain: 0
  1. It did not approve the Overall Management by the Board of Directors of the Company and the discharge of the Certified Auditors for the fiscal year 2018.

The voting results on the 3rd item were as follows:     

  • Number of shares for which valid votes were given: 8,004,016 (79.4049% of the share capital with voting rights), out of which:
    • Against: 6,753,600
    • For: 1,250,416
  • Abstain: 3,600
  1. It did not approve the Overall Management by the Board of Directors of the Company, and the discharge of the Certified Auditors for the fiscal year 2017.

The voting results on the 4th  item were as follows:     

  • Number of shares for which valid votes were given:8,006,716 (79.4317% of the share capital with voting rights), out of which:
    • Against: 6,753,600
    • For: 1,253,116
  • Abstain: 900
  1. Approved the fees – remunerations paid to the members of the Board of Directors and to the Audit Committee during the fiscal year of 2018.

The voting results on the 5th item were as follows:   

  • Number of shares for which valid votes were given: 8,006,032 (79.4249% of the share capital with voting rights), out of which:
    • For: 8,006,032
    • Against: 0
  • Abstain: 1,584
  1. Approved the fees – remunerations that will be paid during the current fiscal year 2019 to the members of the Board of Directors members and to the Audit Committee.

The voting results on the 6th item were as follows:   

  • Number of shares for which valid votes were given: 8,004,032 (79.4051% of the share capital with voting rights), out of which:
    • For: 8,003,687
    • Against: 345
  • Abstain: 3,584
  1. Approved the assignment of the Company’s regular audit for the current accounting period to the Auditing Firm “KPMG Certified Auditors S.A.” having its registered office in Athens, 3 Stratigou Tombra Street, 15342, Aghia Paraskevi, with SOEL Registered No.114

The voting results on the 7th item were as follows:   

  • Number of shares for which valid votes were given: 8,007,616 (79.4406% of the share capital with voting rights), out of which:
    • For: 8,007,616
    • Against: 0
  • Abstain: 0
  1. Approved the granting permission (pursuant to article 98 par. 1 of Law 4548/2018) to the members of the Board of Directors, as well as to executive officers of the Company, to participate in the Boards of Directors or in the Management of other, (associated) companies, pursuing similar purposes.

The voting results on the 8th item were as follows:   

  • Number of shares for which valid votes were given: 8,006,716 (79.4317% of the share capital with voting rights), out of which:
    • For: 7,979,173
    • Against: 27,543
  • Abstain: 900

Announcements

The announcements  refered to: a) the election of a new member of the Board of Directors, namely Mr. Cedric Garnier as non-executive member, to replace the resigned, non-executive member Mr. Yong Yu, and b) the appointment of Mr. Artur Davidian from non-executive, to executive member of BoD.