Shareholder Information - 16.06.2009

Clarifications on the Agenda regarding the Invitation to the 7th Annual Ordinary General Meeting of PPC S.A. shareholders on June 25th, 2009

1st item:
The seventh fiscal year of PPC S.A. commenced on 1 January 2008 and ended on 31 December 2008. The annual Financial Statements, the Consolidated Financial Statements and the Unbundled Financial Statements, are drawn up as stipulated by the provisions of the Law and the Articles of Incorporation and are published by the BoD prior to the General Meeting of shareholders. The Financial Statements include the Balance Sheet, the Income Statement, the Cash Flow Statement, and the Statement of Changes in Equity along with the Notes hereof. The Consolidated Financial Statements concern PPC S.A. subsidiaries operating during the seventh financial year. These subsidiaries are the following: ''PPC TELECOMMUNICATIONS S.A'', PPC RENEWABLES S.A.'', ''PPC RHODES S.A'', ''ARKADIKOS ILIOS 1 S.A.'' ''ARKADIKOS ILIOS 2 S.A.'', ''ILIAKO VELOS 1 S.A.'', ''ILIAKO VELOS 2 S.A.'', ''SOLARLAB S.A.'', ''ILIAKA PARKA DITIKIS MAKEDONIAS 1 S.A.'', ''ILIAKA PARKA DITIKIS MAKEDONIAS 2 S.A.''. The liquidation procedures of ''PPC RHODES S.A.'' are not yet completed.
In accordance with the Financial Statements of the financial year 2008, the total revenues of the Group amounted to 5,823.5 million Euros, up by 13% compared to 2007. The earnings before interest, taxes, depreciation and amortization (EBITDA) amounted to 343.6 million Euros, down by 58% compared to those of 2007, mainly due to the rise in the price of liquid fuels, natural gas and energy purchases, as well as due to CO2 emissions rights expenses and finally due to the decrease of lignite and hydroelectric power plants' generation. The Financial Statements, the Consolidated Financial Statements, the Unbundled Financial Statements, as well as the Report of the BoD, along with the explanatory report of the BoD, as they have been approved by the BoD at the meeting held on March 24, 2009, are submitted for approval to the Ordinary General Meeting.

2nd item:
In accordance with the Financial Statements, the financial year 2008 was loss-making. In particular, the losses amounted to 395.9 million Euros, compared to pre-tax profits in 2007 of 276.4 million Euros. For this reason, it is announced to the General Meeting that no dividend shall be distributed for the financial year 2008.


3rd item:
Following the approval of the Financial Statements, the General Meeting is called to resolve, by roll call voting, on the release of the BoD members and auditors from any liability with regard to the proceedings of the seventh financial year, pursuant to article 29 of the Articles of Incorporation and article 35 of Codified Law 2190/1920.


4th item:
In accordance with article 10, par. 5 sub. (a) of PPC S.A. Articles of Incorporation, in case that, for any reason whatsoever, there shall be a vacancy in the office of a member of the BoD elected by the majority shareholder (The Greek State), the remaining members of the Board shall appoint another member for the balance of term of the member in the office of whom a vacancy has occurred, and such election shall be validated at the next General Meeting. During the period between the last General Meeting and the present General Meeting, two members of the BoD elected by the majority shareholder resigned. These members were Mr. S. Efstathopoulos and Mr. G. Sfakianakis, and the BoD which shall be held on June 18, 2009 shall elect two new members as their substitutes. Pursuant to article 10, par. 5, sub (a) of the Articles of Incorporation, the General Meeting is called to certify the designation of the new members of the BoD.

5th item:
The BoD of the company approved the amendment of articles 10, 11, 12, 18, 20, 21, 23, 24, 25, 26, 30, 31, 32, 34, 35 and 36, as well as the removal of article 37 of the Articles of Incorporation in force. This amendment is deemed to be necessary, due to the need for harmonization of the Articles of Incorporation in line with the provisions of Codified Law 2190/1920, as amended by Law 3604/2007 and the provisions of Law 3429/2005 pertaining to the organization and operation of state owned enterprises as well as with best practices of corporate governance.
Please see the amendments on the .ppt file http://www.dei.gr/ecPage.aspx?id=5724&nt=18&lang=2

  Therefore, the abovementioned amendments are submitted for approval to the General Meeting.


6th item:
Pursuant to article 18 of the Articles of Incorporation, the remuneration of the BoD members is subject to approval by the Ordinary General Meeting. Pursuant to the above provision of the Articles of Incorporation, the present General Meeting is asked to approve the remuneration paid to the BoD members, including compensations for traveling expenses and participations in meetings and committees, during the twelve-month financial year commencing on 1/1/2008 and ending on 31/12/2008, totaling 736,172 Euros, are as follows:

NAME

Remuneration

Athanasopoulos Panagiotis, Chairman of BoD and Chief Executive Officer

 

 

303,585

Chatziargyriou Nikolaos, Vice Chairman of BoD and Deputy Chief Executive Officer

 

 

200,000

Giannidis Ioannis, Member

13,120

Karellas Panagis, Member

11,203

Efstathopoulos Spyridon, Member

26,000

Cortessis Michael, Member

26,572

Marinidis Georgios, Member

27,550

Mergos Georgios, Member

26,000

Mihaclos Konstantinos, Member

26,000

 

Panagopoulos Ioannis, Member

26,000

Sfakianakis Georgios, Member

24,143

Tsarouchas Ioannis, Member

26,000

Moreover, the General Meeting is called to pre-approve the remuneration of BoD members for the financial year 2009 as follows:

As for the Chairman and CEO, Mr. Panagiotis I. Athanasopoulos:
1. payment of 120,000 Euros, which corresponds to 40% of his fixed remuneration for 2008, without a link to the achievement of business objectives.
2. payment of 180,000 Euros, which corresponds to 60% of his fixed remuneration for 2008, linked to the achievement of the following objectives:
2.1. 60,000 Euros, which corresponds to 20% of his fixed remuneration for 2008, is linked to the achievement of the budget of the year 2009,
2.2. 60,000 Euros, which corresponds to 20% of his fixed remuneration for 2008, is linked to the achievement of the objective of reduction of the controllable expenses by 90 million Euros for the year 2009, and
2.3. 60,000 Euros, which corresponds to 20% of his fixed remuneration for 2008, is linked to the achievement of the objective of assigning projects for the construction of Power Plants of a total capacity of 2400 MW.
3. No bonus shall be granted for the year 2009, regardless of the Company's financial results.

As for the Vice Chairman and Deputy CEO, Mr. Nikolaos Chatziargyriou:
1. payment of 80,000 Euros, which corresponds to 40% of his fixed remuneration for 2008, without a link to the achievement of business objectives.
2. payment of 120,000 Euros, which corresponds to 60% of his fixed remuneration for 2008, linked to the achievement of the following objectives:
2.1. 40,000 Euros, which corresponds to 20% of his fixed remuneration for 2008, is linked to the achievement of the budget of the year 2009,
2.2. 40,000 Euros, which corresponds to 20% of his fixed remuneration for 2008, is linked to the achievement of the objective of reduction of the controllable expenses by 90 million Euros for the year 2009, and
2.3. 40,000 Euros, which corresponds to 20% of his fixed remuneration for 2008, is linked, on one hand to the achievement of the objective to reduce energy losses (technical and non technical) by 15% for the year 2009, and on the other to the optimization of the meter reading system and the achievement of the goal of two (2) annual meter readings per customer, within the framework of the existing meter reading cost, for 2009.
3. No bonus shall be granted for the year 2009, regardless of the Company's financial results.

As regards the remaining Members of the BoD or their substitutes, the General Meeting is called to pre-approve:
a) gross remuneration of 800 Euros per meeting of the BoD, as well as per member,
b) gross remuneration of 200 Euros per member and per meeting for participation in meetings and committees of the Company.

The General Meeting is called to pre-approve that the total of the above gross remuneration of the other Members of the BoD shall not exceed the total amount of 28,000 Euros annually.

It is to be noted that compensation regarding traveling expenses (based on receipts) of the Members of the BoD, is not included in the abovementioned amounts.

In case a Member of the BoD is assigned executive, managerial or administrative duties in the Company or in any subsidiary company, according to which he is getting a remuneration for his services, then he will not be eligible for any other compensation for participating in meetings of the Board of Directors and/or any committees, for as long as he maintains relative position.

7th item:
In accordance with articles 31 and 32 of the Articles of Incorporation, the Ordinary General Meeting is called to appoint every year the chartered accountants of the Company for the auditing of the interim and annual Financial Statements, as well as the annual Unbundled Financial Statements. Consequently, the appointment of the accountants, ordinary and alternate, by the present General Meeting, concerns the auditing of Financial Statements, as well as of Unbundled Financial Statements according to Law 3426/2005, for the 8th financial year commencing on 1-1-2009 and ending on 31-12-2009.

The General Meeting is called to appoint chartered accountants for the 8th financial year.

8th item:
According to the provisions of L. 3693/2008 (art. 37), the General Assembly appoints the three members of the company?s Audit Comittee, which are non-executive BoD members. Following the above, the Annual General Assembly is called to appoint the members of the Audit Comittee.

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