Prodea postpones its share capital increase for 2021
Prodea postpones its share capital increase for 2021
  REIC

Prodea postpones its share capital increase for 2021

The Ordinary General Meeting of the Company's shareholders, convened on 13th April 2020.
RE+D magazine
13.04.2020

Pursuant to article 4.1.3.3 of the ATHEX Rulebook, the company named “PRODEA REAL ESTATE INVESTMENT COMPANY SOCIETE ANONYME” (hereafter the “Company”) announces the following:

The Ordinary General Meeting of the Company's shareholders, which convened on 13th April 2020, with shareholders representing 250.820.621 common registered shares, namely with a quorum of 98.17% of the Company’s paid up share capital, pursuant to the pertinent ballot (valid votes 250.820.621) with respect to the issues on the agenda, as set out in the invitation dated 23.03.2020,

1st Item

The amendment of the decision of the Extraordinary General Meeting of the Company dated 11.09.2019 by virtue of which an authorization has been granted to the Board of Directors of the Company pursuant to article 24 par. 1b of Law 4548/2018 to proceed to increase the share capital of the Company through issuance of new, dematerialized, common, registered voting shares with payment in cash and abolition of existing shareholders’ preemption rights, in terms of the duration of the authorization granted to the Board of Directors, which is extended until the subsequent Ordinary General Meeting of the shareholders of the Company to be held within 2021.

2nd Item

The amendment of article 11 of the Company’s Articles of Association, with the addition of paragraph 5 thereto, as follows: «5. All shareholders or any of them may participate in the general meeting from distance through audiovisual means or other electronic means, to the extent that the board of directors that convenes the general meeting decides so. The board of directors determines the technicalities for the implementation of the aforementioned possibility, pursuant to applicable legislation and by taking all necessary measures so as to ensure conformity with the provisions of article 125 par. 1 of Law 4548/2018 or any other successive legal provision for the same issue. » as well as the granting of an authorization to the Board of Directors to proceed with any action necessary for the codification of the Company’s Articles of Association following the aforementioned amendment.

3rd Item

The approval of the Annual Financial Statements for the year 2019 (consolidated and nonconsolidated), along with the relevant Management Report of the Board of Directors to the shareholders and the Auditor’s Report and the distribution of profits as follows: a) payment of dividend for the financial year 2019 of €156,618,149.34 or €0.613 per share (net). Given the distribution of interim dividend of €0.318 (amounting to €81,247,265.43), pursuant to the BoD decision dated 16 December 2019, the remaining divided to be distributed amounts to €0.295 per share (net); b) distribution to the Members of the Board of Directors and of the Investment Committee out of the profits of financial year 2019 of an aggregate amount of up to €4,772,833.36. c) payment to the personnel of an aggregate amount of up to €1,385,500.00 and granting of an authorization to Mr. A. Karitinos, Chief Executive Officer and Mrs. Th.Messari, Chief Financial Officer, to jointly implement the recommendations of the Human Resources and Remuneration Committee dated 23.03.2020 with respect to the allocation of the amounts to the Company’s personnel, in accordance with the performance of each beneficiary.

4th ItemThe approval of the management exercised by each one Member of the Board of Directors individually, in its respective capacity, and by all Members of the Board of Directors jointly and the release of the auditors from any liability for the financial year 2019.5th ItemThe approval of the Remuneration Policy of the Company pursuant to article 110 of Law 4548/2018, which will be applied as of 01.01.2019. Shareholders Aristotelis Karytinos and Thiresia Messari (holding 1,111 shares in total) do not participate in voting, and are not counted towards quorum or majority for decisions on the specific issue, due to their status as members of the Board of Directors of the Company.6th ItemThe voting upon the Remuneration Report for the members of the Board of Directors for financial year 2019, pursuant to the provisions of article 112 of Law 4548/2018.7th ItemThe approval of remuneration of the Members of the Board of Directors and of the members of the Investment Committee for financial year 2019 and pre-approval of the remuneration of the aforementioned members for the financial year 2020 and for the time period from 01.01.2021 until the Ordinary General Meeting of 2021, pursuant to article 109 par. 1 and 4 of Greek Law 4548/2018.Find oute more...