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Noval Property REIC

AGM Information May 27, 2025

6578_rns_2025-05-27_cd394c40-5707-4019-a307-ec37edbeb154.pdf

AGM Information

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ANNOUNCEMENT

RESOLUTIONS OF THE SHAREHOLDERS' ORDINARY GENERAL MEETING OF THE COMPANY NOVAL PROPERTY REAL ESTATE INVESTMENT COMPANY DATED MAY 27th, 2025

In Athens, on May 27th, 2025, Tuesday, at 10:00 a.m., the Ordinary General Meeting of the Shareholders of the company under the trade name "NOVAL PROPERTY REAL ESTATE INVESTMENT COMPANY" with G.C.R. Nr. 152321260000 (hereinafter the "Company") was held, with the physical presence of the Shareholders at the Athens Stock Exchange, at 110, Athinon Avenue, Athens, P.C. 10442, and with the participation of the Shareholders remotely in real-time via teleconference 43 Shareholders holding 113.239.501 shares of the total of 126.431.958 shares of the Company, i.e. 89,57% of the total number of shares and votes, attended in person or via proxy the meeting and decided on the agenda items as follows:

Item 1: Approval of the annual financial statements of the financial year 2024 (01.01.2024 – 31.12.2024), along with the relevant reports of the Board of Directors and of the chartered auditors.

Approved by 113.237.521 votes, i.e. by a majority of 99,998% of the present and represented shares (113.239.501 votes), the annual financial statements for the financial year 2024 (01.01.2024 – 31.12.2024), along with the relevant reports of the Board of Directors and of the chartered auditors.

Against: 0 votes, i.e. 0% of the present and represented share capital

Abstain: 1.980 votes, i.e. 0,002% of the present and represented share capital

Item 2: Approval of the allocation of results of the financial year 2024 and the distribution of dividend.

Approved by 113.237.521 votes, i.e. by a majority of 99,998% of the present and represented shares (113.239.501 votes), the allocation of the profit for the financial year 2024 and the distribution of dividend in favour of the Company's Shareholders amounting to €5,436,574.19 i.e. €0.043 per share.

As it has already been announced by the Company in its Financial Calendar, the Cut-off date is 03.06.2025, the date for the determination of beneficiaries is 04.06.2025, whilst the process of dividend payment to Shareholders will commence on 11.06.2025.

Finally, the Board of Directors was authorised to manage all procedural issues related to the implementation of the resolutions.

Against: 0 votes, i.e. 0% of the present and represented share capital

Abstain: 1.980 votes, i.e. 0,002% of the present and represented share capital

Ιtem 3: Approval, pursuant to article 108 of L. 4548/2018 of the overall management having taken place during the financial year 2024 and release, pursuant to article 117 of L. 4548/2018, of the statutory auditors for the financial year 2024.

Approved by 113.237.521 votes, i.e. by a majority of 99,998% of the present and represented shares (113.239.501 votes), the overall management of the Company for the financial year 2024 and released the Audit Company from any liability for compensation for the financial year 2024.

Against: 0 votes, i.e. 0% of the present and represented share capital

Abstain: 1.980 votes, i.e. 0,002% of the present and represented share capital

Item 4: Approval of the remuneration paid to the members of the Board of Directors and to committees of Board of Directors for the financial year 2024 and approval of advance payment of remuneration to the above-mentioned members for the financial year 2025 (1.1-31.12.2025) and for the time period until the following Ordinary General Meeting according to article 109 of L. 4548/2018.

Approved by votes, i.e. by a majority of 99,91% of the present and represented shares (113.239.501 votes), the remuneration paid to the members of the Board of Directors and to committees of Board of Directors during the financial year 2024 and the advance payment of remuneration to the above-mentioned members for the financial year 2025 (1.1-31.12.2025) and for the time period until the following Ordinary General Meeting according to article 109 of L. 4548/2018.

Against: 0 votes, i.e. 0% of the present and represented share capital

Abstain: 101.980 votes, i.e. 0,09% of the present and represented share capital

Item 5: Submission of the Remuneration Report of the financial year 2024 (01.01.2024 – 31.12.2024) in accordance with article 112 of L. 4548/2018 and voting thereof.

Approved by 113.137.521 votes, i.e. by a majority of 99,91% of the present and represented shares (113.239.501 votes), the Company's Remuneration Report for the financial year 2024 (of article 112 of L. 4548/2018), according to article 117, par. 1 item (g) of L. 4548/2018.

Against: 0 votes, i.e. 0% of the present and represented share capital

Abstain: 101.980 votes, i.e. 0,09% of the present and represented share capital

Item 6: Election of an audit firm for the audit of annual financial statements for the financial year 2025 and approval of the remuneration thereof.

Approved by 113.237.521 votes, i.e. by a majority of 99,998 % of the present and represented shares (113.239.501 votes), the election of the audit company Pricewaterhousecoopers for the performance of the audit work for the financial year 2025, taking into account the proposal of the Audit Committee of article 44 of L. 4449/2017, and the determination of its fees, in accordance with its respective offer to the Company, which was approved by the Audit Committee, subject to the following distinctions:

a) Up to the amount of €77,250.00 plus the corresponding VAT for the audit of the Annual Financial Statements of the aforementioned financial year (01.01.2025 - 31.12.2025), including the certification of the Company's Rules of Operations according to article 21 of L. 4706/2020 (and, if applicable, the formulation of an opinion, in addition to the cases c' and d' of paragraph 1 of Article 152 of L. 4548/2018, for case e' of the same paragraph, on the composition and mode of operation of the Company's administrative, management and supervisory bodies and committees, in line with the questions and answers (Q&As) of the Hellenic Capital Market Commission under reg. no. 428/21.02.2022 and the Letter of the Hellenic Capital Market Commission under reg. no. 425/21.02.2022).

b) Up to the amount of €11,350.00 plus VAT for the issuance of a tax certificate and the Company's tax compliance report for the financial year 2025, in accordance with article 65a of L. 4174/2013.

c) Up to the amount of €4,500.00 plus VAT for the audit of the Company's Investment Schedules as of 30.06.2025 and 31.12.2025.

d) Up to the amount of €1,900.00 plus VAT for the compliance with the European Single Electronic Format (ESEF) (XBRL) (L. 3556/2007, article 4, paragraph 10).

e) Up to the amount of €4,600.00 plus VAT for the review of the Remuneration Report of article 112 of L. 4548/2018 for the financial year 2025.

f) Up to the amount of €4,300.00 plus VAT for the audit and certification of the Company's compliance with the financial ratios, for the financial year 2025 (as of 30.06.2025 and 31.12.2025), in line with its relative obligation under its loan liabilities, namely under the common bond loan issued by the Company pursuant to the resolution of its Board of Directors dated 17.11.2021, amounting to €120.000.000, for a term of seven (7) years, at an annual interest rate of 2.65%, divided into 120,000 dematerialised, common, bearer bonds, of nominal value of €1,000 each, which were made available through a public offering in Greece, by cash payment and were admitted to trading in the fixed income securities class of the regulated market of the Athens Stock Exchange, in accordance with the relevant Prospectus, which was approved by the resolution number 4/937/24.11.2021 of the Board of Directors of the Hellenic Capital Market Commission.

Against: 0 votes, i.e. 0% of the present and represented share capital

Abstain: 1.980 votes, i.e. 0,002% of the present and represented share capital

Item 7: Appointment of independent valuers for the financial year 2025.

Approved by 113.237.521 votes, i.e. by a majority of 99,998% of the present and represented shares (113.239.501 votes), the election of the companies "GEOAXIS REAL ESTATE SERVICES & ASSESSMENTS SINGLE MEMBER LIMITED LIABILITY COMPANY", "AXIES CERTIFIED EXPERTS AND VALUERS SOCIETE ANONYME" and "P. DANOS AND ASSOCIATES SA, Real Estate Consultants and Appraisers" as independent certified appraisers, for the valuation of the fair value of the Company's investments in real estate during the financial year 2025 and, further, authorized the Board of Directors of the Company to, determine their fees, allocate the real estate portfolio to each appraiser, and assign the valuation of the new properties to any of the aforementioned appraisers, at its sole discretion.

Against: 0 votes, i.e. 0% of the present and represented share capital

Abstain: 1.980 votes, i.e. 0,002% of the present and represented share capital

Item 8: Announcement of the election by the Company's Board of Directors of a new non-executive member to replace a resigned executive member of the Company's Board of Directors.

According to article 7 par. 4 of the Company's Articles of Association and article 82 of L. 4548/2018, it is announced to the General Meeting that:

  • following the resignation of the executive member of the Board of Directors of the Company, Aikaterini Apergi of Konstantinos, on 08.04.2025, and
  • based on the unanimous positive proposal/evaluation report of the members of the Remuneration and Nominations Committee of the Company ("RNC") of 08.04.2025, according to which, after a relevant inquiry conducted by the RNC, to fill-in the position of the resigned executive member of the Board of Directors of the Company, Aikaterini Apergi of Konstantinos, it concluded to propose unanimously to the Board of Directors of the Company, as a candidate for election replacement of the resigned, Mr. Christoforos Stratos of Iasonas. It was determined that he fully meets all suitability and reliability criteria outlined in the Board Member Suitability Policy (hereinafter the "Policy"), which was approved by the Company's Ordinary General Meeting of Shareholders on 16 July 2021 as the fulfillment of said criteria has been conclusively substantiated through documents, supporting evidence, and other materials submitted by the aforementioned candidate and obtained by the Remuneration and Nomination Committee (RNC), which were examined by the RNC members and duly taken into consideration by the Committee.
  • At its meeting on 08.04.2025, the Company's Board of Directors unanimously approved the RNC's recommendation and verified the suitability of Mr. Christoforos Stratos of Iason, for the Board position in accordance with the Company's Policy. The Board confirmed that no impediments or conflicts of interest exist regarding

Mr. Stratos under the current legal framework (Law 4706/2020), including the Hellenic Corporate Governance Code (June 2021 edition by the Hellenic Corporate Governance Council, as implemented by the Company) and the Company's Internal Regulations. Subsequently, the Board unanimously elected Mr. Stratos as a new non-executive member to replace the resigned executive member Ms. Aikaterini Apergi of Konstantinos, for the remainder of the term until 12.06.2025. Pursuant to Article 85(1)(c) of Law 4548/2018 and Article 7(1) of the Company's Articles of Association, this term is extended until the convening of the 2025 Ordinary General Meeting and the adoption of the relevant decision.

The present item constitutes an announcement to the General Meeting and was not put to a vote.

Item 9: Election of a new Board of Directors of the Company and appointment of its independent non-executive members.

Elected by 113.237.521 votes, i.e. by a majority of 99,998% of the present and represented shares (113.239.501 votes), as members of the new eight-member (8 members) Board of Directors of the Company, with a one (1) year term of office, the following:

    1. Μeletios Fikioris of Ioannis,
    1. Michail Panagis of Neoklis,
    1. Εugenia Μourousia of Κonstantinos,
    1. Μaria Κapetanaki of Nikolaos,
    1. Christoforos Stratos of Iasonas,
    1. Ιoannis Stroutsis of Panagiotis,
    1. Vasileios Loumiotis of Ioannis,
    1. Loukas Papazoglou of Κonstantinos

after, among other things, it was ascertained, according to article 18 par. 1 of L. 4706/2020, from the recommendation of the Board of Directors of the Company dated 06.05.2025 to the Ordinary General Meeting of Shareholders of the Company of 27.05.2025, posted on 06.05.2025 on the Company's website https://novalproperty.com/shareholders-meetings/?lang=en, and was based on the recommendation/evaluation report of the Company's Remuneration and Nominations Committee dated 06.05.2025, that the above elected members of the Company's Board of Directors meet all the criteria of individual and collective suitability and reliability, according to article 3 of L. 4706/2020, and the approved Suitability Policy of the Company, that the conditions of articles 3A and 5 of L. 4706/2020, are met regarding the adequate representation by gender and the total number of independent non-executive members of the Board of Directors of the Company, respectively, i.e. its legal composition, and that there are no obstacles or incompatibilities in the person of the elected members regarding any relevant provisions of the legal framework of corporate governance, including the Corporate Governance Code applied by the Company (Hellenic Corporate Governance Code issued by the H.C.G.C. in June 2021), the Company's Rules of Operation and the approved Suitability Policy of the Company.

They also appointed from the above elected members of the Board of Directors of the Company, as independent non-executive members of the Board of Directors of the Company, the following: (a) Vasileios Loumiotis of Ioannis, (b) Ioannis Stroutsis of Panagiotis and (c) Loukas Papazoglou of Konstantinos, after it was ascertained, according to article 18 par. 1 of L. 4706/2020, from the recommendation of the Board of Directors of the Company to the General Meeting, which was posted, on 06.05.2025, on the Company's website https://noval-property.com/shareholders-meetings/?lang=en and was based on the recommendation/evaluation report of the Company's Remuneration and Nominations Committee dated 06.05.2025, that in the person of each of the above elected members of the Company's Board of Directors, (a) Vasileios Loumiotis of Ioannis, (b) Ioannis Stroutsis of Panagiotis and (c) Loukas Papazoglou of Konstantinos, all the conditions and criteria of independence provided for in the current legislation, i.e. in article

9 par. 1 and 2 of L. 4706/2020, are met. The term of office of the newly elected members of the Company's Board of Directors, according to article 7 para. 1 of the Company's Articles of Association, is annual, i.e. until 27.05.2026, which is extended, according to the provisions of article 85 para. 1 sec c) of Law 4548/2018, and article 7 para. 1 of the Company's Articles of Association, up to the lapse of the deadline, within which the Company's Shareholders Ordinary General Meeting is to be convened in 2026 and up to the taking of the relevant resolution.

Against: 0 votes, i.e. 0% of the present and represented share capital

Abstain: 1.980 votes, i.e. 0,002% of the present and represented share capital

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.

Redefined, by 113.237.521 votes, i.e. by a majority of 99,998% of the present and represented shares (113.239.501 votes), in accordance with the provisions of article 44 of L. 4449/2017, the Audit Committee of the Company, as 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, i.e. annual, and consisting of three (3) independent non-executive members of the new Board of Directors of the Company in total, who meet the criteria of independence provided in article 9 par. 1 and 2 of L. 4706/2020. The members of the Audit Committee will be appointed by the Board of Directors of the Company, after ascertaining the fulfillment of the suitability criteria and conditions, in the person of each one of them, so that the Audit Committee has a legal composition and its members meet the suitability and, as the case may be, independence criteria, according to article 44 par. 1 of Law 4449/2017, and article 9 par. 1 and 2 of Law 4706/2020, respectively, while its Chairman will be appointed by its members during its formation in body, in accordance with article 44 par. 1 (e) of Law 4449/2017.

Against: 0 votes, i.e. 0 % of the present and represented share capital

Abstain: 1.980 votes, i.e. 0,002% of the present and represented share capital

Item 11: Granting of permission, in accordance with Article 98(1) of Law 4548/2018, to the members of the Board of Directors and the Senior Management Executives of the Company, to participate in the Boards of Directors or the management of companies that pursue similar or related objectives to those of the Company.

Approved by 113.237.521 votes, i.e. by a majority of 99,998% of the present and represented shares (113.239.501 votes), the granting of permission, in accordance with article 98 par. 1 of Law 4548/2018, to the members of the Board of Directors and the Senior Management Executives of the Company, to participate in the Boards of Directors or the management of companies that pursue similar or related objectives to those of the Company.

Against: 0 votes, i.e. 0% of the present and represented share capital

Abstain: 1.980 votes, i.e. 0,002% of the present and represented share capital

Item 12: Approval of a program for the acquisition of the Company's own shares, according to article 49 of Law 4548/2018, and authorization of the Board of Directors of the Company for its implementation.

With 113.237.521 votes, i.e. with a majority of 99,998% of the present and represented shareholders (113.239.501 votes):

(A) Approved a program for the acquisition of the Company's own shares (hereinafter referred to as the «Program»). Specifically, the characteristics of the proposed Program are as follows:

a) Maximum number of shares: existing ordinary registered shares issued by the Company, representing up to 0.3164% of the paid-up share capital of the Company, i.e. up to a total of four hundred thousand (126.431.958 Χ 0,3164%=400.000) shares.

b) Range of purchase price of own shares: between €1.00 (minimum price) and €6.00 (maximum price) per share.

c) Duration of the Program: for a period of up to twenty-four (24) months from the date of the decision of the General Meeting. The exact starting date of the Program will be determined by the Board of Directors, after authorization by the General Meeting, depending on the market conditions and the Company's liquidity at the time.

d) Purpose of the Program: the pursuit and implementation of any lawful purpose, including, indicatively, the reduction of the share capital and cancellation of own shares acquired by the Company, their offer to the staff and/or members of the management of the Company and/or a company affiliated to the Company, in accordance with the Company's remuneration policy in force from time to time (and in accordance with the Company's share allocation plan, as in force from time to time).

(B) Authorised the Board of Directors of the Company to take, at its discretion, determining any other details, all the necessary actions for the implementation of the aforementioned, in compliance with the applicable legal and regulatory framework.

Against: 0 votes, i.e. 0% of the present and represented share capital.

Abstain: 1.980 votes, i.e. 0,002% of the present and represented share capital.

Item 13: Submission 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.

The Report of the Independent Non-Executive Members of the Company's Board of Directors was submitted to the General Meeting, in accordance with article 9 par. 5 of L.4706/2020. It is noted that the above submitted Report of the Independent Non-Executive Directors of the Company's Board of Directors has been posted and is available on the Company's website https://noval-property.com/ependytes/shareholdersmeetings/.

This item and the above Report constitute an announcement to the General Meeting and were not put to a vote.

Item 14: Submission to the General Meeting of the Annual Report of the Company's Audit Committee for the financial year 2024, in accordance with article 44 par. 1 per. i) of Law 4449/2017.

The Chairman of the former Audit Committee of the Company, Mr. Vasileios Loumiotis, informed the Shareholders on the activities of the Audit Committee, in accordance with the Recommendations (ref. number 1302/28.04.2017 and ref. number 1508/17.07.2020) of the Hellenic Capital Market Commission, and presented the Report of the Audit Committee dated 27.02.2025, according to article 44 par. 1 case i) of L. 4449/2017, which has already been posted on the Company's website (https://novalproperty.com/shareholders-meetings/?lang=en).

This item and the above Report constitute an announcement to the General Meeting and were not put to a vote.

Athens, May 27th, 2025

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