Shareholder’s Rights

Each Company’s share incorporates all rights and responsibilities provisioned by Law 4548/2018 (henceforth the “Law”) and the Company’s Articles of Association, which however, do not include any provisions more restrictive than those provisioned by the Law.

Ownership of a Company’s share implies automatically acceptance by the possessor of the Company’s Articles of Association and the legal decisions of the General Shareholders’ Meetings.

The Company’s Articles of Association do not provide special rights in favor of particular shares.

The Company shares are freely traded.

The shareholders’ liability is limited towards the nominal value of the shares that they hold. The shareholders participate in the management and profits of the Company pursuant to the provisions of the Law and the Articles of Association. The rights and responsibilities that emanate from each share are inherited by any universal or special successor of the shareholder.

The shareholders exercise their rights with respect to the Management of the Company only through the General Shareholders’ Meetings.

The shareholders’ creditors and their successors can in no way provoke any seizure or foreclosure of the Company’s assets or books, nor can they request any disposal or liquidation of the Company, nor can they in any manner be involved in its management or administration.

Each shareholder, regardless of residence or location, is deemed to have the Company’s seat as legal residence as far as the relation between the shareholder and the Company is concerned. At the same time, the shareholder is subject to the Greek Legislation. Any legal difference or dispute between the Company on the one hand and the shareholders or any third party on the other hand is subject to the exclusive jurisdiction of regular courts. The Company litigates only within the jurisdiction of its seat.

Each share provides the right of one vote in the General Meetings of the Company’s Shareholders. Joint shareholders have the right to vote provided that they notify the Company in a written form of a common representative or proxy in relation to their shares, who will represent them in the General Meeting. Until such notification is granted, the exercise of rights by the above shareholders’ is suspended.

Each shareholder has the right to participate in the General Shareholders’ Meeting of the Company, either in person or through a proxy.

Preemptive Rights

In any occurrence of a share capital increase where this particular action does not result from any contribution in kind or does not relate to issuance of bonds convertible into shares, preemptive rights on the basis of the entire new capital or bond issue are granted to the Shareholders of the Company holding that capacity at the time of issuance and according to their participation in the Company’s existing share capital.

In case of a Company’s share capital increase related to only one of the classes of shares that have been already issued by the Company, the preemptive right is being granted to the shareholders of the other classes of shares only when the shareholders of the classes of shares corresponding to the share capital increase decide not exercise their rights.

Pursuant to the article 27, paragraph 1 of Law 4548/2018, the preemptive right may be limited or abolished by decision of the General Meeting of Shareholders, requiring a special increased quorum and majority in accordance with the provisions of article 130, paragraphs 3 and 4, and article 132, paragraph 2, of Law 4548/2018.

Right to receive a copy of the financial statements and reports of the BoD (Board of Directors) and the Auditors

Ten (10) days prior to the Ordinary General Meeting of Shareholders, the Company places at the disposal of its shareholders the Annual Financial Statements as well as the relevant reports by the Board of Directors and the Auditors.

Minority Rights

Following a relevant application submitted by a Shareholder to the Company within at least 5 full calendar days prior to the General Meeting, the Board of Directors shall be obliged to provide the General Meeting with the requested specific information on the Company’s affairs, to the extent that such knowledge is useful for the actual assessment of the items of the daily agenda. Furthermore, it should be noted that there is no such requirement for disclosure of information if the relevant elements and info are already presented in the Company’s website, especially in the form of Q&A questions. The Board of Directors may refuse to provide the above information on a serious, substantive ground which shall be cited in the BoD minutes. Such reasoning may be relating, under the circumstances, to the representation of the applicant shareholder in the Board of Directors according to the articles 79 or 80 of Law 4548/2018. The Board of Directors may provide an answer on a uniform manner to the applications of shareholders with the same content. Any objection regarding the validity or not of such a refusal to provide information will be resolved by the Single-Member Court of First Instance located at the area of the Company’s seat and according to its relevant decision issued at the time of the injunctive relief procedure (injunction process). Under the same decision, the Court forces the Company to provide the relevant information which the Company initially declined. The particular court decision cannot be appealed by any legal means.

At the request of Shareholders representing 1/20 of the paid-up share capital:

A. The Board of Directors shall be obliged to call for and then convene an Extraordinary 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 contain the items of the agenda of the requested Meeting. If the General Meeting does not convene within twenty (20) days from the presentation of the request towards the Board of Directors, then the relevant convocation is performed by the applicant shareholders at the Company’s expense and according to a decision by the Single-Member Court of First Instance located at the area of the Company’s seat. The particular decision is issued along the injunction process. Moreover, the decision states the place and the time of the meeting as well as the daily agenda. The particular court decision cannot be appealed by any legal means.

B. The Board of Directors shall be obliged to include additional items in the agenda of the General Shareholders’ 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 additional items shall be published or notified by the Board of Directors at least seven (7) days prior to the General Meeting. The relevant request with regard to the additional items of the agenda shall be accompanied by the respective reasons necessitating such an inclusion or a draft decision for approval by the General Meeting whereas the revised agenda shall be published in the same manner as the previous one, meaning thirteen (13 days) before the date of the General Meeting. At the same time, the revised agenda shall be also made available to the shareholders through the Company’s website, along with its reasoning or the draft decision submitted by the shareholders. If these items are not released, the applicant shareholders are entitled to request the adjournment of the General Meeting according to the paragraph D’. At the same time, the applicant shareholders can proceed into the above release according to the provisions of the second section of the present paragraph at the Company’s expense.

C. The above shareholders representing the one twentieth (1/20) of the paid up share capital have the right to submit decision drafts on the items which are included in the initial or the revised daily agenda of the General Meeting. The relevant request must be presented to the Board of Directors at least seven (7) days before the date of the General Meeting. At the same time, the decision drafts are made available to the shareholders according to the provisions of paragraph 3 of article 123 at least six (6) days prior to the date of the General Meeting.
It is noted that the Board of Directors is not obliged to proceed with the inclusion of items in the daily agenda or to proceed with the release or disclosure of these along with their justification as well as the decision drafts presented by the shareholders according to the above two paragraphs, if the content of these items is clearly in conflict with the relevant law and market moral standards.

D. The Chairman of the General Meeting shall be obliged to postpone only once the decision making process by the General Meeting, either ordinary or extraordinary one, and with regard to the entire or particular items, setting as the date for the continuation of the meeting the date stipulated in the request of shareholders. The particular date cannot be set later than twenty (20) days from the date of postponement. A postponed General Meeting which reconvenes shall be deemed a continuation of the previous meeting and as a result there will be no publication requirement concerning the invitation towards the shareholders anew. Provided that the relevant procedures concerning their participation in the meeting are fully observed, new shareholders are also entitled to participate in the particular Meeting as per above.

E. The Board of Directors shall be obliged to announce to the Ordinary General Meeting 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 reason or contractual agreement concluded between these persons and the Company. Towards the above purpose, a relevant application is submitted at five (5) full days prior to the Ordinary General Meeting. The Board of Directors may refuse to provide such information on a serious and substantive ground which shall be cited in the minutes. Such reasons may relate, under the circumstances, to the representation of the applicant shareholders in the Board of Directors according to the articles 79 or 80 of Law 4548/2018. Any objection regarding the validity or not of such a refusal to provide information will be resolved by a court decision released along the injunction process. Via the same decision, the court will be forcing the Company to provide the relevant information and elements which the Company initially declined. The particular court decision cannot be appealed by any legal means.

F. Voting on any item of the daily agenda of the General Meeting is conducted through an open voting.

G. In addition, shareholders representing the one tenth (1/10) of the paid-up share capital are entitled to request an audit of the company by the court which is ruling on the case according to the procedure of voluntary jurisdiction as it is stipulated by the article 142 of Law 4548/2018. In any event, the request for an audit must be submitted within three (3) years from the approval of the financial statements of the fiscal year during which the transactions under doubt took place.
Following an application made by the Shareholders representing the one tenth (1/10) of the paid-up share capital, which is being submitted to the Company at least five (5) full days prior to the General Meeting, the Board of Directors shall be obliged to provide the General Meeting with information on the course of the corporate affairs as well as on the status of the Company’s assets. The Board of Directors may refuse to provide such information on a serious and substantive ground which shall be cited in the minutes. Such reasons may relate, under the circumstances, to the representation of the applicant shareholders in the Board of Directors according to the articles 79 or 80 of Law 4548/2018, under the condition that the respective members of the Board of Directors have received the relevant information in a sufficient manner. Any objection regarding the validity or not of such a refusal to provide information will be resolved by the Single-Member Court of First Instance located at the area of the Company’s seat and according to its relevant decision issued at the time of the injunctive relief procedure (injunction process). Via the same decision, the court will be forcing the Company to provide the relevant information and elements which the Company initially declined. The particular court decision cannot be appealed by any legal means.
In all the above mentioned cases where shareholder rights are being exercised, the applicant shareholders are obliged to prove their shareholder capacity and, except for the case where following a request by any shareholder the board of directors is obliged to provide the General Meeting with the requested information concerning the Company’s affairs (to the extent that such an information is practically useful towards the actual assessment of the items of daily agenda), to also present the number of shares they hold at the time they exercise their respective rights. The proof of the shareholder capacity is conducted via any legal means and in any case according to information collected by the Company from the central securities depository in case the latter provides registry services or in any other event, through the participant and registered brokers in the central securities depository.

Moreover, shareholders representing the one fifth (1/5) of the paid-up share capital shall be entitled to request an audit of the Company by the Single-Member Court of First Instance, which has jurisdiction over the area where the Company’s registered offices are located, if the overall course of the Company’s affairs along with certain evidence lead to the conclusion that management of the above affairs is not performed according to the relevant law and market moral standards as stipulated in article 142 of Law 4548/2018.

Right to Dividend

The dividend corresponding to each share is paid within two (2) months from the date of the Annual General Shareholders’ Meeting which approved the annual financial statements and the respective dividend distribution. The place and the manner of payment are disclosed to the shareholders via an announcement made in the daily Press.

Dividends that have not been claimed for a five-year period from the day they became payable are forfeited and placed in favor the State.

Regarding the process of depositing shares allowing shareholders to participate in the General Meetings of the Company and also regarding the dividend payment, the provisions of the Operating and Settlement Regulation of the Central Securities Depository, as it is in effect each time, will be applicable.