The Board of Directors of the real estate investment company under the name “NOVAL PROPERTY REAL ESTATE INVESTMENT COMPANY” and the distinctive title “NOVAL PROPERTY” (hereinafter referred to as the “Company”), with G.C.R. no. 152321260000, announces that, during the Ordinary General Meeting of the Company’s Shareholders dated 1st June 2022, on the issues of the agenda, all Shareholders, representing all the Company’s shares, i.e. 247,321,611 shares voted positively and made the following decisions:
Item 1: Presentation and approval of the Company’s annual individual and of economic interest financial statements of the fiscal year 2021, along with the relevant reports of the Board of Directors and of the External Auditor thereon.
The General Meeting unanimously approved the Company’s annual individual and of economic interest financial statements of the fiscal year 2021, along with the relevant reports of the Board of Directors and of the External Auditor thereon.
Item 2: Approval of the allocation of results of the fiscal year 2021 and the distribution of dividend. The General Meeting unanimously approved the distribution of a dividend of 0.0102 euro per share and granted the authorization to the Board of Directors to regulate all procedural issues for the implementation of the decision.
Item 3: Approval, pursuant to article 108 of L. 4548/2018, of the overall management that took place during the fiscal year 2021 and release, pursuant to article 117 of L.4548/2018, of the External Auditor for the fiscal year 2021.
The General Meeting unanimously approved the overall management that took place during the fiscal year 2021 and released the External Auditor, pursuant to article 108 of L. 4548/2018, from any liability for compensation for the above-mentioned fiscal year.
Item 4: Approval of the updated Remuneration Policy of the Company.
Following the relevant positive opinion of the Remuneration and Nomination Committee dated 23.05.2022 and the Board of Directors of the Company dated 24.05.2022 and given that, according to article 111 par. 2 of L.4548/2018, the relevant remarks of the shareholders were accepted, the updated Remuneration Policy was unanimously approved.
Item 5: Approval of the payment of an annual fee to the independent non-executive members of the Board of Directors, for their participation in the Audit Committee and the Remuneration and Nomination Committee, for the fiscal year 2022.
The General Meeting unanimously approved the payment to the independent non-executive members of the Board of Directors of an annual fee amounting to twenty-three thousand five hundred euros (23,500 €) for their participation in the Audit Committee and an annual fee amounting to seventeen thousand five hundred euros (17,500 €) for their participation in the Remuneration and Nomination Committee for the fiscal year 2022, in accordance with the Company’s Remuneration Policy approved on 01.06.2022.
Item 6: Submission – approval of the Company’s Remuneration Report of the fiscal year 2021 (article 112 of L.4548/2018). The General Meeting unanimously approved, with a consultative vote, the Company’s Remuneration Report of the fiscal year 2021.
Item 7: Election of an External Auditor for the audit of the Company’s financial statements for the fiscal year 2022 and approval of the remuneration thereof. The General Meeting unanimously approved the election, as a regular external auditor of the Company, of the société anonyme under the name “PRICEWATERHOUSECOOPERS Société Anonyme”.
Item 8: Election of independent real estate appraisers for the fiscal year 2022.
The General Meeting unanimously approved the appointment of the companies “GEOAXIS SERVICES & REAL ESTATE APPRAISERS SINGLE MEMBER LIMITED LIABILITY COMPANY” and “AXIES SOCIETE ANONYME OF CERTIFIED EXPERTS AND APPRAISERS” as independent certified real estate appraisers, legally registered in the relevant register of the Ministry of Finance, for the valuation of the Company’s investments in real estate, during the fiscal year 2022.
Item 9: Election of a new Board of Directors and designation of the independent non-executive members thereof. The General Meeting unanimously approved the election of a new nine-member Board of Directors, consisting of Messrs.:
1. Meletios Fikioris of Ioannis
2. Panagiotis Kapetanakos of Nikolaos
3. Georgios Stergiopoulos of Alexandros
4. Aikaterini Apergi of Konstantinos
5. Maria Kapetanaki of Nikolaos
6. Evgenia Mourousia of Konstantinos
7. Loukas Papazoglou of Konstantinos
8. Panagiotis Konistis of Georgios
9. Ioannis Stroutsis of Panagiotis
Subsequently, the General Meeting, unanimously appointed as independent members of the Board of Directors, within the meaning of the relevant provisions, Messrs.:
1. Panagiotis Konistis of Georgios
2. Ioannis Stroutsis of Panagiotis
3. Loukas Papazoglou of Konstantinos
The term of the new Board of Directors of the Company is annual, extended, in accordance with the provisions of article 85, par. 1, case c΄ of L.4548/2018, until the meeting of the immediately following Ordinary General Meeting, i.e. in the year 2023 and the relevant decision made.
Item 10: Defining of the type of the Audit Committee, its term, the number and capacity of its members, as well as appointment of its members, in case that it is designated as an independent committee, according to article 44 of L.4449/2017, as in force.
The General Meeting unanimously decided that the new Audit Committee of the Company, in accordance with the provisions of article 44 par. 1 case b. of L.4449/2017, as in force, will be a committee of the Board of Directors of the Company with its term being equal to the term of the Board of Directors of the Company, that is annual, and consisting of three (3) independent non-executive members.
Item 11: Granting of permission, in accordance with article 98 paragraph 1 of L.4548/2018 to the members of the Board of Directors and the Company’s executives to participate in Boards of Directors or in the management of companies of Viohalco pursuing the same or similar purposes.
The General Meeting unanimously approved the granting of permission, in accordance with article 98 par. 1 of L.4548/2018, as in force, to the members of the Board of Directors and the executives of the Company, in order to participate in Boards of Directors or the management of affiliated companies, within the meaning of article 32 of L.4308/2014, as in force, which seek similar or similar purposes to those of the Company.
Item 12: Presentation to the General Meeting of the Report of the Independent Non-Executive members of the Board of Directors of the Company in accordance with article 9 par. 5 of L.4706/2020, as in force. The Report of the Independent Non-Executive Members of the Board of Directors of the Company for the fiscal year 2021 was submitted to the General Meeting. The relevant Report was not put to a vote.
Item 13: Presentation to the General Meeting of the annual Activity Report of the Audit Committee of the Company of the fiscal year 2021 in accordance with article 44 paragraph 1 point i) of L.4449/2017, as in force.
The Annual Αctivity Report of the Audit Committee for the fiscal year 2021 was submitted to the General Meeting for presentation purposes. The relevant Report was not put to a vote.
Athens, June 1st, 2022
About Noval Property
Noval Property is the second largest REIC in Greece. The real estate portfolio of Noval Property, which comprises 44 properties (1 through joint participation in a real estate company) located mainly in Greece and on a selective basis in Bulgaria, includes office buildings, shopping centres, tourist properties and warehouses with a total built area of approximately 453,000 m2. The valuation of investment property and participations as at 31.12.2021 amounted to approximately EUR 425 million. Noval Property is a Viohalco subsidiary operating in the real estate sector.
For more information, please visit our corporate website www.noval-property.com.