Annual Ordinary General Meeting

May 17, 2024

Resolutions and cast of votes

The société anonyme under the trade name "ΤRASTOR REAL ESTATE INVESTMENT COMPANY" and the distinctive title "TRASTOR REIC" (hereinafter the "Company"), pursuant to article 133 par. 2 of Law 4548/2018, as in force, and par. 4.1.3.3 par. 1 and 2 of AthEx Regulation, hereby announces that the Annual Ordinary General Meeting held on May 17th, 2024 at 11:00 a.m. in the Company's registered seat, in Maroussi of Attica, at 5 Chimarras Street, 5th floor, was attended by shareholders representing 242,931,755 shares out of a total of 244,669,638, i.e. 99.29% of the Company's paid-up share capital.

The Meeting was in quorum and convened validly resolving upon the following items:

Item 1:Approval of the Annual Financial Statements for the financial year 2023, along with the Board of Directors' Annual Report and the Auditors' Report.

The General Meeting approved the Annual Financial Statements (solo and consolidated), along with the relevant Board of Directors' Annual Report and the Annual Declaration on Corporate Governance, as well as the Certified Auditor's Report for the financial year 2023 (01.01.2023 to 31.12.2023).

Quorum on the paid-up share capital

Required: 1/5 (20%)

Achieved: 99.29%

Majority of the represented capital

Required: 50% + 1 vote

Achieved: 100%

Number of shares for which valid votes were given: 242,931,755

Number of votes in favor: 242,931,755

Number of votes against: 0

Number of abstain votes: 0

Percentage of valid votes on the paid-up share capital: 99.29%

Percentage of valid votes on the represented capital: 100%

Item 2:Approval for the distribution of profits of the year 2023 and previous years and authorization to the Board of Directors.

The General Meeting resolved the distribution of dividend of € 0.02 / share, as well as the distribution of part of the profits for the financial year 2023 to the staff (managers of the Company), according to the following table:

Statutory Reserve for the year 2023

112,879

Dividend

4,894,750

Distribution to the Company's staff

170,567

Profits for Distribution carried forward

13,682,125

Trastor R.E.I.C. 5, Chimarras str., Maroussi GR 151 25, Τ + 30 210 69 10 016, F +30 210 33 11 956

HCMC License No 5/266/14.3.2003 | GCR No 3548801000 | T.I.N. 099554901

Furthermore, the General Meeting decided to authorize the Board of Directors to take the necessary actions for the implementation of the aforesaid decision, as well as for the distribution of the abovementioned amount to be distributed to the staff (managers of the Company) per its beneficiary, in accordance with the relevant recommendations of the Remunerations and Nominations Committee.

Quorum on the paid-up share capital

Required: 1/5 (20%)

Achieved: 99.29%

Majority of the represented capital

Required: 50% + 1 vote

Achieved: 100%

Number of shares for which valid votes were given: 242,931,755

Number of votes in favor: 242,931,755

Number of votes against: 0

Number of abstain votes: 0

Percentage of valid votes on the paid-up share capital: 99.29%

Percentage of valid votes on the represented capital: 100%

Item 3:Approval, pursuant to article 108 of law 4548/2018, of the overall management for the financial year 2023 and discharge of the auditors.

The General Meeting approved the overall management taken place by the Board of Directors during the financial year 2023 and discharged the auditors.

Quorum on the paid-up share capital

Required: 1/5 (20%)

Achieved: 99.29%

Majority of the represented capital

Required: 50% + 1 vote

Achieved: 100%

Number of shares for which valid votes were given: 242,931,755

Number of votes in favor: 242,931,755

Number of votes against: 0

Number of abstain votes: 0

Percentage of valid votes on the paid-up share capital: 99.29%

Percentage of valid votes on the represented capital: 100%

Item 4:Approval of the fees and remuneration of the members of the Board of Directors and the Committees for the financial year 2023 and determination of the same for the financial year 2024.

The General Meeting approved the remunerations and indemnities paid to the Board of Directors' and the Committees' Members amounting to € 191,666.64 during the financial year 2023.

Quorum on the paid-up share capital

Required: 1/5 (20%)

Achieved: 99.29%

Trastor R.E.I.C. 5, Chimarras str., Maroussi GR 151 25, Τ + 30 210 69 10 016, F +30 210 33 11 956

HCMC License No 5/266/14.3.2003 | GCR No 3548801000 | T.I.N. 099554901

Majority of the represented capital

Required: 50% + 1 vote

Achieved: 100%

Number of shares for which valid votes were given: 242,931,755

Number of votes in favor: 242,931,755

Number of votes against: 0

Number of abstain votes: 0

Percentage of valid votes on the paid-up share capital: 99.29%

Percentage of valid votes on the represented capital: 100%

Furthermore, the General Meeting pre-approved the remunerations and indemnities to be paid to the Board of Directors' and Committees' Members of an amount up to € 210,000 for the financial year 2024.

Quorum on the paid-up share capital

Required: 1/5 (20%)

Achieved: 99.29%

Majority of the represented capital

Required: 50% + 1 vote

Achieved: 100%

Number of shares for which valid votes were given: 242,931,755

Number of votes in favor: 242,931,755

Number of votes against: 0

Number of abstain votes: 0

Percentage of valid votes on the paid-up share capital: 99.29%

Percentage of valid votes on the represented capital: 100%

Item 5:Submission for discussion and voting by the General Meeting of the Remuneration Report for the year 2023.

The General Meeting voted in favour of the Remuneration Report for the year 2023.

Number of shares for which valid (advisory) votes were given: 242,931,755

Number of votes in favor: 242,931,755

Number of votes against: 0

Number of abstain votes: 0

Percentage of valid votes on the paid-up share capital: 99.29%

Percentage of valid votes on the represented capital: 100%

Item 6:Election of Auditing Company for the financial year 2024 statutory audit and relevant authorization.

The General Meeting resolved the appointment of the audit company "DELOITTE CERTIFIED PUBLIC ACCOUNTANTS S.A." for the statutory audit of the Company for the year 2024, from which a regular and a substitute auditor will be appointed and authorised the BoD to determine their remuneration, in accordance with the applicable legislation.

Trastor R.E.I.C. 5, Chimarras str., Maroussi GR 151 25, Τ + 30 210 69 10 016, F +30 210 33 11 956

HCMC License No 5/266/14.3.2003 | GCR No 3548801000 | T.I.N. 099554901

Quorum on the paid-up share capital

Required: 1/5 (20%)

Achieved: 99.29%

Majority of the represented capital

Required: 50% + 1 vote

Achieved: 100%

Number of shares for which valid votes were given: 242,931,755

Number of votes in favor: 242,931,755

Number of votes against: 0

Number of abstain votes: 0

Percentage of valid votes on the paid-up share capital: 99.29%

Percentage of valid votes on the represented capital: 100%

Item 7:Election of the Company's Independent Valuers for the financial year 2024 and relevant authorization.

The General Meeting approved the appointment of the companies "CBRE Axies SA" and "P. Danos & Associates S.A." as the independent valuers to assess the value of the Company's investments for the financial year 2024 and authorised the BoD to determine their remuneration, distribute the portfolio assets to each valuer, as well as to assign the assessment of new assets to either valuer at its free discretion.

Finally, the General Meeting authorised the Board of Directors of the Company to make an additional valuer selection if deemed necessary or to the Company's interest and to negotiate and agree on its remuneration.

Quorum on the paid-up share capital

Required: 1/5 (20%)

Achieved: 99.29%

Majority of the represented capital

Required: 50% + 1 vote

Achieved: 100%

Number of shares for which valid votes were given: 242,931,755

Number of votes in favor: 242,931,755

Number of votes against: 0

Number of abstain votes: 0

Percentage of valid votes on the paid-up share capital: 99.29%

Percentage of valid votes on the represented capital: 100%

Item 8:Granting of permission, as per article 98 par. 1 of law 4548/2018 to the Members of the Board of Directors and Executives to participate on the board of directors and/or in the management of other companies.

The General Meeting granted permission, according to article 98 par. 1 of Law 4548/2018, to the members of the Company's Board of Directors and its Directors to participate in the Board of Directors and/or the management of other companies.

Quorum on the paid-up share capital

Required: 1/5 (20%)

Achieved: 99.29%

Trastor R.E.I.C. 5, Chimarras str., Maroussi GR 151 25, Τ + 30 210 69 10 016, F +30 210 33 11 956

HCMC License No 5/266/14.3.2003 | GCR No 3548801000 | T.I.N. 099554901

Majority of the represented capital

Required: 50% + 1 vote

Achieved: 100%

Number of shares for which valid votes were given: 242,931,755

Number of votes in favor: 242,931,755

Number of votes against: 0

Number of abstain votes: 0

Percentage of valid votes on the paid-up share capital: 99.29%

Percentage of valid votes on the represented capital: 100%

Item 9:Approval of the offering of new ordinary registered shares of the Company to the Chief Executive Officer free of charge, pursuant to a short-term incentives plan and in accordance with article 114 of law 4548/2018. Granting of authorisation.

The General Meeting approved:

  1. the issuance and distribution to the CEO free of charge of 67,860 new, ordinary, registered shares, of a nominal value of €0.50 each, by virtue of a share capital increase to be made through the capitalization of an amount of 33,930 euros of the distributable reserve under the title "short-term reserve" that the
    Company has created for this purpose, in accordance with article 114 of Law 4548/2018, and
    b) the granting of authorization to the Board of Directors to proceed with any legal act or action to implement the abovementioned resolution.

Quorum on the paid-up share capital

Required: 1/2 (50%)

Achieved: 99.29%

Majority of the represented capital

Required: 2/3 (66.67%)

Achieved: 100%

Number of shares for which valid votes were given: 242,931,755

Number of votes in favor: 242,931,755

Number of votes against: 0

Number of abstain votes: 0

Percentage of valid votes on the paid-up share capital: 99.29%

Percentage of valid votes on the represented capital: 100%

Item 10: Increase of the Company's share capital by the amount of 33,930 euros through capitalization of distributable reserves in accordance with article 114 of law 4548/2018. Amendment of article 5 of the Articles of Association of the Company. Granting relevant authorization to the Board of Directors, in accordance with the provisions of article 24 par. 1 limb b of law 4548/2018.

The General Meeting approved:

  1. the share capital increase of the Company by an amount of 33,930 euros to be made through capitalization of the distributable reserve under the title "short-term reserve" and the issuance of 67,860 new, ordinary, registered shares, in total, each having a par value of €0.50, in order for said new shares to be delivered free of charge to the Company's CEO, within the framework of the aforesaid short-term incentives plan of the Company. The capitalization of such reserve will be made within four (4) months from

Trastor R.E.I.C. 5, Chimarras str., Maroussi GR 151 25, Τ + 30 210 69 10 016, F +30 210 33 11 956

HCMC License No 5/266/14.3.2003 | GCR No 3548801000 | T.I.N. 099554901

the registration of the resolution of the Shareholders' General Meeting approving the SCI with the General Commercial Registry, while, pursuant to article 20 par. 5 of Law 4548/2018, no subsequent certification of payment of the SCI is required,

  1. the amendment of article 5 of the Articles of Association, as follows:

"1.21. Pursuant to the resolution of the Ordinary General Meeting of the Company's Shareholders dated 17.05.2024, the share capital of the Company was increased by capitalization of an amount of €33,930 of the distributable reserve under the title "short-term reserve", through the issuance of 67,860 new, ordinary, registered shares of a nominal value of €0.50 each.

Therefore, the share capital of the Company amounts to €122,368,749 divided into 244,737,498 ordinary, registered shares of a nominal value of €0.50 each.", and

  1. the granting of authorization to the Board of Directors to proceed to all legal acts and actions that are required, necessary or appropriate to implement the resolution of the Shareholders' General Meeting and complete the SCI, including to obtain any regulatory and other permits and approvals, as well as to take care of the procure for the listing of the new shares issuable pursuant to the SCI on the Athens Exchange.

Quorum on the paid-up share capital

Required: 1/2 (50%)

Achieved: 99.29%

Majority of the represented capital

Required: 2/3 (66,67%)

Achieved: 100%

Number of shares for which valid votes were given: 242,931,755

Number of votes in favor: 242,931,755

Number of votes against: 0

Number of abstain votes: 0

Percentage of valid votes on the paid-up share capital: 99.29%

Percentage of valid votes on the represented capital: 100%

Item 11: Approval of the amended Remuneration Policy of the Company.

The General Meeting approved the amended Remuneration Policy of the Company, pursuant to the provisions of articles 110et seq. of Law 4548/2018, as in force.

Quorum on the paid-up share capital

Required: 1/5 (20%)

Achieved: 99.29%

Majority of the represented capital

Required: 50% + 1 vote

Achieved: 100%

Number of shares for which valid votes were given: 242,931,755

Number of votes in favor: 242,931,755

Number of votes against: 0

Number of abstain votes: 0

Percentage of valid votes on the paid-up share capital: 99.29%

Percentage of valid votes on the represented capital: 100%

Trastor R.E.I.C. 5, Chimarras str., Maroussi GR 151 25, Τ + 30 210 69 10 016, F +30 210 33 11 956

HCMC License No 5/266/14.3.2003 | GCR No 3548801000 | T.I.N. 099554901

Item 12: Approval of a long-term incentive plan in the form of distribution of free shares and cash to certain executives of the Company, in accordance with the terms of article 114 of law 4548/2018 and article 13 of law 4209/2013, as in force, and granting authorization to the Board of Directors.

The General Meeting:

  1. approved the Long-Term Incentive Plan ("LTI Program") in the form of distribution of free shares and cash to certain executives of the Company, in accordance with the terms made available in the context of the invitation of the present General Meeting, and
  2. authorized the Company's Board of Directors to further define the terms and conditions of the LTI Program at its sole discretion in cooperation with the Company's Remuneration & Nomination Committee and in compliance with the applicable law, and to proceed to any relevant action and to take any relevant decision regarding and for the purpose of implementing the LTI Program under the aforementioned terms and conditions, within the limits of current legislation, the Remuneration Policy and the Company's Articles of Association.

Quorum on the paid-up share capital

Required: 1/5 (20%)

Achieved: 99.29%

Majority of the represented capital

Required: 50% + 1 vote

Achieved: 99.32%

Number of shares for which valid votes were given: 242,931,755

Number of votes in favor: 241,285,920

Number of votes against: 0

Number of abstain votes: 1,645,835

Percentage of valid votes on the paid-up share capital: 99.29%

Percentage of valid votes on the represented capital: 100%

Item 13: Update from the Chairwoman of the Audit Committee to the shareholders on the Audit Committee's activities during the financial year 2023.

The Chairwoman of the Audit Committee of the Company, Mrs. Susanna Poyiadjis, updated the General Meeting of the Shareholders on the operation of the Audit Committee during the financial year 2023. The item was not put to vote.

Item 14: Update from the Chairman of the Board of Directors to the shareholders on the Report prepared by the Independent Non-Executive Members of the Board of Directors, in accordance with article 9 par. 5 of law 4706/2020.

The Chairman of the Board of Directors informed the Shareholders that the Independent Non-Executive Members of the Company's Board of Directors submitted to the Ordinary General Meeting of the Shareholders their report, in accordance with par. 5 of article 9 of Law 4706/2020, as in force, and the guidelines of the Hellenic Capital Market Commission. The item was not put to vote.

Item 15: Other items

Trastor R.E.I.C. 5, Chimarras str., Maroussi GR 151 25, Τ + 30 210 69 10 016, F +30 210 33 11 956

HCMC License No 5/266/14.3.2003 | GCR No 3548801000 | T.I.N. 099554901

No other items were discussed, nor any announcements were made.

Finally, the cast of votes on the items of the General Meeting were announced.

Trastor R.E.I.C. 5, Chimarras str., Maroussi GR 151 25, Τ + 30 210 69 10 016, F +30 210 33 11 956

HCMC License No 5/266/14.3.2003 | GCR No 3548801000 | T.I.N. 099554901

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Trastor Real Estate Investment Company SA published this content on 17 May 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 17 May 2024 14:55:07 UTC.