Resolution of the Ordinary General Assembly of the Shareholders dated 14.06.2024

TRADE ESTATES REAL ESTATE INVESTMENT COMPANY

Reg. No. in the G.C.R. (GEMI): 160110060000

To:

ATHENS STOCK EXCHANGE S.A.

Leof. Athinon 110

114 42 Athens

Subject: Resolutions of the Annual Ordinary General Assembly of the Company's shareholders, which met on 14.06.2024

Messrs.

In relation to the Ordinary General Assembly of the shareholders of our Company, held on Friday, the 14th of June 2024, we inform you of the following:

a) the total number of shares of the Company at the date of the General Assembly's Meeting amounted to 120.528.771 common ordinary registered shares. Each common share shall grant a right to one vote; b) on the same date as the above-mentioned, the Company did not hold its own (treasury) shares, in respect of which the rights of representation in the General Assembly's meeting and voting are suspended;

  1. in the General Assembly participated or were represented within the specified time limits shareholders, holders of 99,501,445 shares in the total shares - voting rights 120,528,771, a number which corresponds to a percentage of 82.55% of the share capital.

It is noted that the shareholders were given the opportunity to choose alternative ways of their participation in the Ordinary General Meeting (either by person or by proxy), in accordance with the provisions specifically set out in the invitation dated 24.05.2024 to the convening of the Ordinary General Assembly, and not by physical presence. For this purpose, the Company, prior to the convening of the General Meeting, has sufficiently ensured the ability of the shareholders to participate actively in the General Assembly and to exercise their rights, in accordance with the procedures set out in the invitation of the Board of Directors dated 24.05.2024 to the shareholders.

The decisions taken with the corresponding percentage are the following:

Issue 1st: Submission and approval of the financial statements, consolidated and corporate (Annual Financial Report) accompanied by the reports of the Board of Directors and the Independent Certified Auditors for the fiscal year 1/1/2023 - 31/12/2023.

Required quorum: 1/5 (20%) of the paid-up share capital.

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Resolution of the Ordinary General Assembly of the Shareholders dated 14.06.2024

Required Majority: 50% + 1 of the votes represented in the General Assembly.

Total number of valid votes: 99,501,445 or percentage 100.00%

Number of votes 'in favor of': 99,501,445 or percentage 100.00%

Number of votes 'against': 0 or percentage 0.00%

Number of abstentions: 0 or percentage 0.00%

The Chairman of the Ordinary General Assembly proposed the approval of the Financial statements, consolidated and corporate, as accompanied by the attached relevant notes and reports of the Board of Directors and the Chartered Auditors, of the explanatory report of article 4 of L. 3556/2007, of the Audit Committee's activity report provided for in article 44 par. 1 of L. 4449/2017, as well as the Corporate Governance Statement under articles 152 and 153 of L. 4548/2018 for the fiscal year 1/1/2023 - 31/12/2023.

The Ordinary General Assembly accepted the proposal of its Chairman and approved the agenda issue.

Issue 2nd: Approval of the overall management and discharge of the Independent Certified Auditors from any liability.

Required quorum: 1/5 (20%) of the paid-up share capital.

Required Majority: 50% + 1 of the votes represented in the General Assembly.

Total number of valid votes: 99,501,445 or percentage 100.00%

Number of votes 'in favor of': 99,501,445 or percentage 100.00%

Number of votes 'against': 0 or percentage 0.00%

Number of abstentions: 0 or percentage 0.00%

The Chairman of the Ordinary General Assembly has proposed the approval of the overall management that took place during the fiscal year 2023, in accordance with article 108 of L. 4548/2018, as well as the discharge of the Independent Certified Auditors who carried out the audit of the financial statements of the fiscal year from any relevant liability.

The Ordinary General Assembly accepted the proposal of its Chairman and approved the agenda issue.

Issue 3rd: Election of one (1) Regular and one (1) Deputy Certified Public Accountant-Auditor, for the audit of the financial statements, consolidated and corporate, for the fiscal year 1/1/2024 - 31/12/2024 and determination of their remuneration.

Required quorum: 1/5 (20%) of the paid-up share capital.

Required Majority: 50% + 1 of the votes represented in the General Assembly.

Total number of valid votes: 99,501,445 or percentage 100.00%

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Resolution of the Ordinary General Assembly of the Shareholders dated 14.06.2024

Number of votes 'in favor of': 99,501,445 or percentage 100.00%

Number of votes 'against': 0 or percentage 0.00%

Number of abstentions: 0 or percentage 0.00%

The Chairman of the Ordinary General Assembly, on a relevant proposal from the Audit Committee, proposed the election of the auditing societe anonyme under the name "GRANT THORNTON Certified Auditors and Business Consultants Societe Anonyme" for the audit of the financial statements, consolidated and the company, for the current fiscal year 2024.

Finally, the Chairman of the Ordinary General Assembly proposed, for the financial year 2024, as regards the remuneration of auditors, for the audit of the financial statements, consolidated and corporate and for the preparation and granting of an audit report, including any expenditure in general related to the audit, that the Board of Directors shall be authorised to determine the exact amount of such remuneration up to the amount of 44.000 Euro plus VAT, according to the relevant offer of the above auditing company.

The Ordinary General Assembly accepted the proposal of its Chairman and approved the agenda issue.

Issue 4th: Approval of the remuneration to members of the Board of Directors for the fiscal year 1/1/2023 - 31/12/2023 and pre-approval of their remuneration for the fiscal year 1/1/2024 - 31/12/2024 in accordance with article 109 of L. 4548/2018.

Required quorum: 1/5 (20%) of the paid-up share capital.

Required Majority: 50% + 1 of the votes represented in the General Assembly.

Total number of valid votes: 99,501,445 or percentage 100.00%

Number of votes 'in favor of': 98,589,245 or percentage 99.08%

Number of votes 'against': 912,000 or percentage 0.92%

Number of abstentions: 0 or percentage 0.00%

The Chairman of the General Assembly, on the issue of approval of remuneration of the members of the Board of Directors for the fiscal year 1/1/2023 - 31/12/2023 and the pre-approvalof their remuneration for the fiscal year 1/2024 - 31/12/1/2024, proposed the following:

  1. the approval of the remuneration paid during the fiscal year 1/1/2023 - 31/12/2023, to the members of the Board of Directors, at a total amount of 827.784 Euros;
  2. the pre-approval of the remuneration already paid or payable during the fiscal year 1/1/2024 - 31/12/2024, to the members of the Board of Directors, up to the total amount of EUR 873.602 maximum and the granting of an authorization to the Board of Directors of the Company to determine,

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Resolution of the Ordinary General Assembly of the Shareholders dated 14.06.2024

within the framework of the above ceiling, the exact amounts of remuneration and the time of their payment.

The Ordinary General Assembly accepted the proposal of its Chairman and approved the agenda issue.

Issue 5th: Election of Independent Valuers for the fiscal year 2024.

Required quorum:1/5 (20%) of the paid-up share capital.

Required Majority:50% + 1 of the votes represented in the General Assembly.

Total number of valid votes: 99,501,445 or percentage 100.00%

Number of votes 'in favor of': 98,589,245 or percentage 99.08%

Number of votes 'against': 912,000 or percentage 0.92%

Number of abstentions: 0 or percentage 0.00%

On this issue, the Chairman of the Ordinary General Assembly, Mr. Vassilios St. Fourlis proposed to the General Assembly of the Shareholders the election of the companies "KENTRIKI - PROPERTY VALUERS

  • CONSULTANTS P.C.C.", "AXIES CHARTERED SURVEYORS & PROPERTY VALUERS SOCIETE ANONYME" and "P. DANOS AND ASSOCIATES SA", for the performance of valuation reports on the fair value of the Company's real estate as well as of its subsidiaries for the financial year 01/01/2024 - 31/12/2024, and proposed that the Board of Directors shall be authorised in order to: a) determine their remuneration, allocate the real estate portfolio to each valuer and assign the valuation of new real estate to any valuer at its free discretion; and b) select an additional valuer in the event that this is deemed either necessary or in the interest of the Company and negotiate and agree to his/her/its remuneration.

The Ordinary General Assembly accepted the proposal of its Chairman and approved the agenda issue.

Issue 6th: Distribution of corporate profit for the period 1/1/2023 - 31/12/2023 and distribution of dividend from the profits of the fiscal year 1/1/2023 - 31/12/2023.

Required quorum: 1/2 (50%) of the paid-up share capital.

Required Majority: 2/3 (66,67%) of the votes represented in the General Assembly.

Total number of valid votes: 99,501,445 or percentage 100.00%

Number of votes 'in favor of': 99,501,445 or percentage 100.00%

Number of votes 'against': 0 or percentage 0.00%

Number of abstentions: 0 or percentage 0.00%

The Chairman of the General Assembly recommends the distribution of the profits of the fiscal year

01/01/2023 - 31/12/2023 as follows:

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Resolution of the Ordinary General Assembly of the Shareholders dated 14.06.2024

  1. Regular reserve €782.828,12,
  2. the payment of a dividend for the year 2023 of €9.642,301,68 or €0.08 per share;
  3. granting of remuneration to members of the Board of Directors consisting in their participation in

the profits of the year 2023 at a total amount of €273.744,00,

  1. granting of remuneration to staff members consisting in their participation in the profits of the year 2023 at a total amount of € 110.641,36
  2. balance of retained earnings € 12.070.463,71

For the implementation of the above decision, the GA authorizes the Board of Directors to regulate all procedural matters

Dividend payment shall be made through the beneficiaries' operators, as defined in the Regulation of the Athens Exchange. Further, it is proposed that 20.06.2024 should be the date for the determination of the beneficiaries of the Dividend (Record Date), 19.06.2024 should be the ex- dividend date, and 26.06.2024 should be the date for the commencement of payment of the dividend, in accordance with the Company's announcements under the Financial Calendar of the year 2024.

The Ordinary General Assembly accepted the above proposal of the Chairman of the General Assembly and approved the issue.

Issue 7th: Submission for discussion and voting of the Remuneration Report of the members of the Board of Directors for the fiscal year 1/1/2023 - 31/12/2023 in accordance with article 112 par. 3 of L. 4548/2018.

Required quorum:1/5 (20%) of the paid-up share capital.

Required Majority:50% + 1 of the votes represented in the General Assembly.

Total number of valid votes: 99,501,445 or percentage 100.00%

Number of votes 'in favor of': 98,589,245 or percentage 99.08%

Number of votes 'against': 912,000 or percentage 0.92%

Number of abstentions: 0 or percentage 0.00%

The Chairman of the General Assembly submitted for discussion and voting, by the General Assembly, the remuneration report of the members of the Board of Directors for the fiscal year 1/1/2023 - 31/12/2023 in accordance with article 112 par. 3 of L. 4548/2018, which have been made available to the shareholders and investors on the Company's website: https://trade-estates.com/

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Resolution of the Ordinary General Assembly of the Shareholders dated 14.06.2024

The Remuneration Report shall include a comprehensive overview of the total remuneration received by the members of the Board of Directors during the financial year 2023, as well as the other required under article 112 par. 2 of L. 4548/2018 information and has been prepared with diligence by the Board of Directors and in accordance with the Remuneration Policy as this is currently applicable after its revision by the Ordinary General Assembly of the shareholders dated 14th-06-2024, after taking into account relevant recommendations of the Nomination and Remuneration Committee of the Company and the auditors of the Company have checked whether and to what extent the information provided for in article 112 of L. 4548/2018 has been provided.

It is noted that the shareholders' vote on the Remuneration Report is advisory in nature, in accordance with article 112 par. 3 of L. 4548/2018.

The Ordinary General Assembly, accepting the proposal of its Chairman, voted in favor of the remuneration report submitted to the members of the Board of Directors for the fiscal year 1/1/2023 - 31/12/2023.

Issue 8th: Submission by the Audit Committee of its annual activity report in accordance with article

44 par. 1 of L. 4449/2017.

Required quorum:1/5 (20%) of the paid-up share capital.

The Chairman of the General Assembly informed Messrs. shareholders that the Audit Committee has submitted to the General Assembly its Activities' Report for the fiscal year 1/1/2023 - 31/12/2023 in accordance with article 44 par. 1 of L. 4449/2017, as amended by article 74 of L. 4706/2020.

The Annual Activities' Report of the Audit Committee aims to inform the shareholders about the Committee's activities during the fiscal year 1/1/2023 - 31/12/2023 based on its prescribed responsibilities.

The Annual Activities' Report of the Audit Committee has been made available to the shareholders and investors through the Company's website: https://www.trade-estates.com/, while it has also been included as a separate document in the Company's Annual Financial Report for the year 2023.

Issue 9th: Submission of the report of the independent non-executive members of the Board of Directors in accordance with article 9 par. 5 of L. 4706/2020.

Required quorum:1/5 (20%) of the paid-up share capital.

The Chairman of the General Assembly informed the shareholders that the independent Vice-Chairman of the Board of Directors, in his capacity as Senior independent Consultant of the Company and in order to inform the shareholders about the activities of the independent non-executive members of the

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Resolution of the Ordinary General Assembly of the Shareholders dated 14.06.2024

Board of Directors during the fiscal year 1/1/2023 - 31/12/2023, has submitted to the General Assembly a relevant report in accordance with article 9 par. 5 of L. 4706/2020.

The Annual Report of the Independent non-executive members of the Board of Directors has been made available to the shareholders and investors through the Company's website: https://www.trade-estates.com/

Issue 10th: Submission and approval of the review of approved Company's Remuneration Policy, with the addition of the new Free Stock Awarding Plan (LTI), in accordance with laws 4548/2018, 4209/2013 and 4706/2020, in conjunction with the Guidelines on sound remuneration policies under the ESMA Alternative Investment Fund Managers Directive (AIFM) (03.07.2013|ESMA/2013/232).

Required quorum:1/5 (20%) of the paid-up share capital.

Required Majority:50% + 1 of the votes represented in the General Assembly.

Total number of valid votes: 99,501,445 or percentage 100.00%

Number of votes 'in favor of': 98,589,245 or percentage 99.08%

Number of votes 'against': 912,000 or percentage 0.92%

Number of abstentions: 0 or percentage 0.00%

The Chairman of the General Assembly, Mr. Vassilios St. Fourlis, suggested to the shareholders the approval of the review of Remuneration Policy of the Company, with a validity period of four years, which was decided and submitted by the Board of Directors of the Company, following the relevant recommendation of the Nomination and Remuneration Committee, in order to apply to the remuneration of all members of the board of directors, executive and non-executive and executive officers, in accordance with the provisions of articles 110 and 111 of L. 4548/2018 and of article 13 of L. 4209/2013.

The purpose of the Remuneration Policy is to enhance the Company's sustainability by providing a fair and appropriate reasonable level of fixed remuneration and to align the interests of the Board members and company executives with the long-term objectives and the performance of the Company.

The Remuneration Policy contributes to the business strategy, to the long-term interests and sustainability and to maximizing the value of the Company.

The Remuneration Policy has been made available to the shareholders and investors through the Company's website:

https://www.trade-estates.com/

The Chairman of the General Assembly, Mr. Vassilios St. Fourlis, suggested to the shareholders the approval of the revised Remuneration Policy, as well as, the Board of Directors to be authorised in order

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Resolution of the Ordinary General Assembly of the Shareholders dated 14.06.2024

to implement and manage the Remuneration Policy, in accordance to the suggestions of the Remuneration Committee of the Company.

The Ordinary General Assembly accepted the proposal of its Chairman and approved the agenda issue.

Issue 11th: Decision on the establishment of a Free Stock Awarding Plan (LTI), in accordance with article 114 of L. 4548/2028 and granting the relevant authorization to the BoD to implement the GA; s Decision in accordance to the terms of the Plan and article 114 of L. 4548.

Required quorum: 1/2 (50%) of the paid-up share capital.

Required Majority: 2/3 (66,67%) of the votes represented in the General Assembly.

Total number of valid votes: 99,501,445 or percentage 100.00%

Number of votes 'in favor of': 98,589,245 or percentage 99.08%

Number of votes 'against': 912,000 or percentage 0.92%

Number of abstentions: 0 or percentage 0.00%

The Chairman of the General Assembly, suggested to the shareholders the approval of the establishment of a Stock Awarding Plan (LTI) in accordance with article 114 of Law 4548/2018 and the granting of the relevant authorization to the Board of Directors for its implementation, in accordance with the terms of the Program and article 114 of Law 4548/2018.

The full text of the Stock Awarding Plan is as follows:

"Stock Awarding (Free Stock Distribution) Plan as Long-Term Reward or Long-Term-Incentive (LTI) of

"TRADE ESTATES REAL ESTATE INVESTMENT COMPANY"

GENERAL COMMERCIAL REGISTER NUMBER 160110060000

Description of the Stock Awarding Plan (Free Stock Distribution Program)

(LTI)

Introduction

The establishment of the Company's Stock Awarding Plan is part of a reward scheme for the Company's senior executives, for their contribution to the achievement of the Company's medium- long-term objectives and in order to enhance their commitment and dedication.

This Plan (hereinafter as the "Plan"), established under the decision of the General Assembly of Shareholders dated 14.06.2024 is a part of the approved Remuneration Policy.

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Resolution of the Ordinary General Assembly of the Shareholders dated 14.06.2024

Subsequently, the following sections of the Plan are analyzed:

  • Plan's Objectives
  • Basic Terms of the Plan
  • Beneficiaries of the Plan
  • Condition for the Activation of the Plan
  • Number of shares for distribution
  • Stock Grant Procedure
  • Other arrangements governing the Plan
  • Communication of the Plan
  • Other terms

Plan's Objectives

The establishment of a Stock Awarding Plan is part of a broader incentive framework, so that it is integrated in a comprehensive remuneration and benefit package.

Indicatively, the following can be included in the objectives of the Stock Awarding Plan:

  • Harmonization of the interests of employees, the Company and its shareholders in order to ensure the creation of value, the avoidance of excessive risk-taking or the orientation to a short-term benefit
  • Harmonization of a strong incentive for long-term stay and continuous mobilization in the Company and of its executives
  • Focus of executives on achieving medium/long-term goals to increase the value of the Company and not to achieve short-term results.
  • Commitment and identification of executives with the Company through the creation of a culture of "executives-shareholders", contributing to the convergence of both sides.
  • Improvement of the Company's image to the investing public since the holding of a number of shares by executives is promoted as a positive element as it contributes to their long-term commitment to the company, to the improvement of their performance and to the provision of better-quality services.
  • Improvement of the Company's financial results.

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Resolution of the Ordinary General Assembly of the Shareholders dated 14.06.2024

Basic Terms of the Plan

  • The Plan's term commences on 1/1/2024 and ends on 31/12/2028 and as starting date of value creation calculations to the shareholders is determined the 10/11/2023 of listing on the Athens Stock Exchange.
  • Until the end of the Plan there will be no new or similar Stock Distribution Plan.
  • The Plan shall be governed by the provisions of Article 114 of Law 4548/2018. For the purpose of implementing the Plan, the Company will allocate common new registered shares with voting rights, subject to holding obligations as defined below, which will be issued by capitalization of distributable reserves, based on the provision of Article 114 of Law 4548/2018.
  • The common registered shares of the Plan will derive from an increase in share capital that the Company will realize in compliance with the provisions of Law 4548/2018.
  • The Plan constitutes a voluntary benefit granted by the Company, which can be modified or unilaterally revoked at any time by it, until the distribution and allocation of the shares, as defined herein. Any such modification or revocation does not in any way constitute a unilateral detrimental change and the beneficiaries will have no claim nor will they reserve any claim against the Company in relation to the Plan in particular.
  • The granting of this benefit through this Plan to the beneficiaries in the form of free stock grant is not part of the employment contract between the beneficiary and the Company, nor part of their salary and is therefore not taken into account when calculating any compensation of the beneficiary in the event of termination of their employment contract.

Beneficiaries of the Plan

The participants (potential beneficiaries) of the Plan are the following: The Plan shall apply to:

  • executive members of the Board of Directors of the Company,
  • its executive officers holding positions of responsibility with direct reporting to the Company's
    Chief Executive Officer, and
  • partners who provide services to the Company on an ongoing basis.

The determination of the final beneficiaries of the Plan per year will be determined by decision of the Board of Directors, following a relevant recommendation of the Nomination and Remuneration Committee, after a proposal of the Company's Management.

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Trade Estates Real Estate Investment Company SA published this content on 14 June 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 14 June 2024 11:52:02 UTC.