The eighth fiscal year of PPC S.A. commenced on January 1st, 2009 and ended on December 31st, 2009. 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 Board of Directors prior to the shareholders' General Meeting. The Financial Statements include the Balance Sheet, the Income Statement, the Cash Flow Statement, the Statement of Changes in Equity, along with the Notes hereoff. The Consolidated Financial Statements concern PPC S.A. subsidiaries operating during the eighth fiscal year. These subsidiaries are the following: "PPC TELECOMMUNICATIONS S.A.", "PPC RENEWABLES S.A.", "PPC RHODES S.A.", "ARKADIKOS ILIOS ENA S.A", "ARKADIKOS ILIOS DIO S.A.", "ILIAKO VELOS ENA S.A.", "ILIAKO VELOS DIO S.A.", "SOLARLAB S.A.", "ILIAKA PARKA DITIKIS MAKEDONIAS ENA S.A.", "ILIAKA PARKA DITIKIS MAKEDONIAS DIO S.A." and "PPC FINANCE PLC". The liquidation procedures for "PPC RHODES S.A." are not yet completed.
In accordance with the Financial Statements of the fiscal year 2009, the total revenues of the Group amounted to Euro 6,030.4 million, increased by 3.9% compared to 2008. The earnings before interest, taxes, depreciation and amortization (EBITDA) amounted to Euro 1,677.5 million, increased by 388.2% compared to 2008, mainly due to the significant decrease in the fuel prices and energy purchased by PPC, the increase by 8 percentage points of the contribution of domestic "fuels" in the energy mix and the reduction in demand especially in low tariff customer segments. The Financial Statements, the Consolidated Financial Statements, the Unbundled Financial Statements, as well as the Report of the Board of Directors (BoD), along with the explanatory report of the BoD, as approved by the BoD at the meeting held on 30.3.2010, are submitted for approval to the Annual General Meeting.
The Board of Directors proposes to the Annual General Meeting the distribution of dividend which amounts to Euro 1.00 per share for the fiscal year 2009 so the total amount of dividend to be paid shall arise to Euro 232 million. The designation date of the shareholders who are entitled to receive such a dividend is proposed to be the 5.7.2010 and the ex-dividend date the 1.7.2010. The deposit and payment of the dividend through a paying Bank shall be effected to the authorized Operators as from 9.7.2010. It is noted that according to the provisions of subpar. a', par. 7 of article 54 of Law 2238/1994, as currently in force after being amended by par. 7 of article 18 of Law 3697/2008 (OG A' 194), it is stated, among other, that the domestic societe anonyme that pays the dividends is liable to 10% tax retention on the profit distributed by the domestic societes anonymes in the form of dividends. The Annual General Meeting, being competent to make resolutions on the distribution of profits pursuant to article 21 of the Company's Articles of Incorporation, shall approve the table of distribution of profits and the proposed dividend distribution.
Following the approval of the Financial Statements, the General Meeting is called to decide, by roll call voting, on the release of the Board of Directors members and the certified auditors-accountants from any liability whatsoever deriving from the proceedings of the eighth fiscal year, pursuant to article 29 of the Articles of Incorporation and article 22a of Codified Law 2190/1920 as currently in force.
Pursuant to article 18 of PPC S.A.'s Articles of Incorporation the remunerations of the Board of Directors members are subject to approval by the Annual General Meeting. Under the above provision of the Articles of Incorporation, the present General Meeting is called to approve the remunerations paid to the Board of Directors members, including compensations for travel expenses and participations in meetings and committees during the financial year starting on 1.1.2009 and ending on 31.12.2009, totaling Euro 639,924.36.
Moreover, the General Meeting is called to pre-approve the remuneration for the year 2010, as follows:
A. As for the Members of the BoD or their substitutes:
a) gross compensation of 400 Euros per meeting of the BoD, as well as per member,
b) gross compensation per member for participation in meetings and committees of the Company totaling Euro 100 per meeting,
and with an upper amount of total gross compensations of Euro14,000 annually per member.
B. As for the Chairman and CEO, Mr. Arthouros Zervos, his remuneration for his service as member of the BoD with executive duties will be set by the publication of common decision of Minister of Finances and Minister of Environment, Energy and Climatic Change, according to the paragraph 3 of Article 2 of Law 3833/2010, payment of sum shall not exceed the amount of Euro 190,064.00
C. As for the Deputy CEO and member of the Board, Mr. Apostolos Baratsis his remuneration for his service as member of the BoD with executive duties are set in the sum of Euro 116,238.35.
Therefore, all kinds of remunerations, fees and compensations, for the year 2010 shall amount, in accordance with the above, to Euro 460,302.35 at maximum.
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.
Pursuant to articles 31 and 32 of the Articles of Incorporation, the Annual General Meeting appoints each year the certified auditors of the company for the auditing of the interim and annual Financial Statements, as well as of the annual Unbundled Financial Statements. Consequently, the appointment of certified auditors, regular and substitute, by the present General Meeting, concerns the auditing of Financial Statements and Consolidated Financial Statements of Law 3426/2005, for the ninth fiscal year starting on 01.01.2010 and ending on 31.12.2010.
The General Meeting is called to appoint the certified auditors for the ninth fiscal year.
Announcements and other items.
Adaptation of article 8 of PPC SA's Articles of Incorporation to the provisions of article 12 par. 18 of Law No. 3851/2010 (Official Gazette, Volume Α', No. 85/04.06.2010). Abolition of paragraphs 2 and 3 of said article 8 and numbering modification of par. 4 to par. 2 hereof
By virtue of its resolution with No. 152/14.06.2010, PPC S.A.'s Board of Directors, following a pertinent petition of the Greek State, acting as a shareholder of the company, owner of the 51,12 % of the company's shares, according to Article 39 par. 2 of Codified Law No. 2190/1920, as currently in force, has duly decided to include in the items of the Agenda of the Annual Shareholders' Ordinary General Meeting, the additional item No. 7 as above mentioned and to propose to the Annual Shareholders' Ordinary General Meeting the adaptation, as per additional 7th Item above, of article 8 of the Articles of Incorporation:
Hence, the present Shareholders General Meeting is called to approve the adaptation of article 8 of the Articles of Incorporation to article 12 par. 18 of Law N. 3851/2010, as follows.
| Article 8|
Currently in force due to adaptation provided by law
|Participation percentage of the Greek State||Participation percentage of the Greek State|
|1. In any case, the participation of the Greek State in the share capital of the company, as existing from time to time, cannot be less than fifty-one percent (51%) of the voting shares of the company following each increase of the share capital (article 43, par. 3, of Law 2773/1999).||1. [Remains as it is]|
In any case, the participation of the Greek State in the share capital of the company, as existing from time to time, cannot be less than fifty-one percent (51%) of the voting shares of the company following each increase of the share capital (article 43, par. 3, of Law 2773/1999).
|2. In case that the participation of another shareholder or of affiliated companies as per article 42(e) of Codified Law 2190/1920 shall exceed, in total, five percent (5%), the shareholder concerned or the affiliated companies shall not have the right to participate in and vote at the General Meeting with regard to the amount exceeding the said five percent (5%).||[2.Abolished]|
|3. Banks and other agencies abroad, which, pursuant to the law of the country of their establishment and on the basis of the shares owned by them, issue share certificates, provided they have issued such certificates in favor of an individual beneficiary in a percentage exceeding five percent (5%), shall not have the right to participate and vote on behalf of the beneficiary concerned with regard to the amount in excess of the said percentage. The provisions concerning compliance with this article shall be included in the contract between the company and the abovementioned banks or agencies.||[3. Abolished]|
|4. This article cannot be amended by resolution of the General Meeting.||2. [Numbering modification due to provided by law abolition of par.2 and par. 3 - the rest of the par. remains as it is]|
This article cannot be amended by resolution of the General Meeting.
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