The company’s shares are nominal and admitted to the Athens Stock Exchange.
Each share incorporates all rights and obligations defined by Law and Company’s Articles of Association, which do not contain any more restrictive provisions than those provided for by Law. The possession of the intangible title of the share automatically implies the acceptance by its possessor of the Company’s Articles of Association and of the legal decisions of Shareholders’ General Assemblies.
All Company shares are freely negotiable.
The shareholders’ liability is limited to the nominal value of the shares owned by them and they participate in the management and the profits of the Company, according to the provisions of the Law and the Articles of Association. The rights and obligations arising from each share shall follow any universal or special successor of the shareholder.
Shareholders shall exercise their rights in relation to the Company’s Management only through their participation at the General Meetings. Shareholders have a pre-emptive right to any future increase of the Company’s Share Capital in proportion to their participation in the existing Share Capital.
The creditors of Company’s shareholders as well as their universal and/ or special successors, may not under any cir-cumstances cause the seizure or sealing of any assets or books of the Company, nor require the distribution or liquida-tion of the company, nor may they be mixed in any way at its administration or management.
Every shareholder, wherever residing, is deemed to have a permanent residence at the Company’s registered offices regarding its relations with it and is subject to Greek Laws. Any dispute between the Company, on the one hand, and the shareholders or any third party, on the other hand, is governed by the exclusive jurisdiction of the ordinary courts. Company shall be sued only in the courts of the Company’s registered office. Each share gives the right to one vote. Co-owners get the right to vote after showing the Company written proof of a common representative for this share, who will represent them in the General Assembly, until then the exercise of their right is suspended.
Each person registered as a shareholder in the records of the Dematerialized Securities System managed by “Hellenic Exchanges SA” (HELEX), which holds the securities (shares) of the Company, is entitled to participate at the General Meeting. Proof of shareholder status is done by submitting a relevant written certificate of the Dematerialized Securi-ties System or, alternatively, through direct electronic connection of the Company with the files of the said entity. The shareholder status shall exist at the beginning of the fifth (5th) day before the date of the General Meeting (registra-tion date).
Proof of qualification as a shareholder may be made by presenting a relevant certification of the aforementioned or-ganization or alternatively through direct electronic connection of the Company with the records of said organization. This certification or electronic certification should be sent to the Company no later than the third (3rd) day before the General Assembly meeting.
Only those who qualify as shareholders on the aforementioned record date are entitled to participate and vote in the General Meeting. Shareholders not complying with the provisions of article 28a of C.L. 2190/1920 may participate in the General Meeting only after the Meeting has authorized them to do so. The exercise of the above rights does not entail any process that restricts the possibility of sale and transfer of shares during the period between the Record Date and the General Meeting.
Shareholders may participate in the Annual General Meeting and may either vote in person or by proxy holders. Each shareholder may appoint up to 3 proxy holders. However, if a shareholder has shares of the Company held in more than one securities account, the above limitation shall not prevent the shareholder from appointing a separate proxy holder for each of the securities account, where shares are held. A proxy holder, acting on behalf of several share-holders, may cast votes differently in respect of shares held by each holder represented.
The proxy holder is obliged to disclose to the Company, before the commencement of the Annual General Meeting, any event which might be useful to the shareholders in assessing the risk of the proxy holder pursuing any interest other than the interest of the represented shareholder. A conflict of interest within this context may in particular arise where the proxy holder:
A) Is a controlling shareholder of the Company, or is another entity controlled by such shareholder
B) is a member of the Board of Directors or of the management of the Company, or of a controlling shareholder or another entity controlled by the controlling shareholder
C) Is an employee or an auditor of the Company, or of a controlling shareholder or an entity controlled by such shareholder
D) Is a spouse or relative (1st degree) of an individual referred to in points A and C.
Each shareholder may ask. Ten (10) days before the Annual General Meeting, the annual financial reports, the rele-vant reports by the Board of Directors and the Auditors. Following a request of shareholders, representing 1/20 of the paid-up share capital:
The Board of Directors shall be obliged to call for and then convene an urgent General Meeting within a time period of forty-five (45) days from the date a relevant request was presented to the Chairman of the Board of Directors. This application must include the items of the agenda of the Requested Meeting.
The Board of Directors shall be obliged to include additional items in the agenda of the General Shareholder’s meeting that has been already convened, provided that it receives the relevant request within at least fifteen (15) days prior to the General Meeting.
The Chairman of the General Meeting shall be obliged to postpone only once the decision-making process by the General Meeting, either regular or urgent one, and with regard to all or particular items, setting the date for the con-tinuation of the meeting which shall be the date stipulated in the request of shareholders. The particular date cannot be set later than thirty (30) days from the date of postponement.
An application is submitted five (5) days prior to the regular General Meeting regarding the announcement of the amounts that have been paid over the past two years to each member of the Board of Directors or the Company’s directors, as well as any benefits granted to these persons due to any contractual agreement concluded between these persons and the Company.
Voting on any item of the daily agenda of the General Meeting is conducted through an open voting.
The shareholders have the right to ask the Court of First Instance of the area where the Company is registered, to con-trol the Company according to articles 40, 40e of Law 2190/1920.
After the request of shareholders representing one fifth (1/5) of the paid-up capital of the Company, and provided that said request is given to the Company at least five (5) full days prior to the General Assembly, the Board of Direc-tors is obliged to provide the General Assembly with information on the course of the business affairs and financial status of the Company. The shareholders have the right to ask the Court of First Instance of the area where the Com-pany is registered, to control the Company if they deem that the administration is not acting prudently.
The dividend corresponding to each share is paid within two (2) months from the date of the Annual General Share-holder’s Meeting which approved the annual financial statements and the respective dividend distribution. The place and the manner of the payment are disclosed to the shareholders via an announcement made in the daily Press, the Athens Stock Exchange Website and the Company’s Website. Dividends that have not been claimed for a five-year period from the day they became payable are forfeited and placed in favor of the State.
Rights to liquidation: In case the Company is liquidated, the General Assembly elects at least one and up to four liqui-dators which have all the rights of the Board of Directors. The Board of Directors ceases to exist following the election of liquidators. Following the liquidation, the liquidators relay the shareholder’s contributions and distribute the rest to the shareholders, based on their percentage in the initial share capital.