Shareholder’s Rights

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Each company share incorporates all rights and responsibilities provisioned by Law 2190/1920 (henceforth “Law”) and the Company’s Articles of Association, which however, do not include provisions more limiting than those provisioned by the Law.

Ownership of a company share implies ipso facto acceptance by the owner of the Company’s Articles of Association and of 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 to the nominal value of the shares that they own. The shareholders participate in the management and the profits of the Company pursuant to the provisions of the Law and the Articles of Association. The rights and responsibilities that accrue from each share are inherited by any full 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 a seizure or foreclosure of any of the Company’s asset or the books, nor can they request a distribution or liquidation of the Company, nor can they in any way by involved in its management or administration.

Each shareholder, wherever s/he may reside, is deemed to have the Company seat as legal residence with respect to his/her relations with it and is subject to Greek Legislation. All difference between the Company on the one hand and the shareholders or any third party on the other are subject to exclusive jurisdiction of regular courts. The Company only litigates within the jurisdiction of its seat.

Each share affords the right of one vote in the General Shareholders’ Meetings of the Company. In order for joint owners of a share to have a right to vote, they must notify the Company in writing of a common representative for this share, who will represent them in the General Meeting. Until such notification takes place, the exercise of their rights is suspended.

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

Priority rights

In any event of share capital increase, when that increase does not result from a contribution in kind or the issue of bonds with the right of conversion into shares, priority rights are granted on the entire new capital or bond issue to the Shareholders of the Company at the time of issue, proportionate to their holding in the existing share capital.

Where the Company’s share capital is increased with shares from only one of the classes of shares the Company has issued, the priority right is granted to shareholders in the other class only after it is not exercised by shareholders in the class to which the new shares belong.

Pursuant to article 13(10) of Law 2190/1920, priority rights may be limited or abolished by decision of the General Meeting of Shareholders, requiring a special increased quorum and majority, pursuant to the provisions of Article 29(3) and (4) and Article 31(2) of Law 2190/1920.

Right to receive a copy of the financial statements and reports of the BoD and Auditors

Ten (10) days prior to the Ordinary General Meeting, each shareholder may request the annual Financial Statements and relevant reports of the Board of Directors and Auditors from the Company.

Minority rights

Following an application submitted by any Shareholder to the Company within at least 5 full 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 it may be useful for the actual assessment of the items on the agenda. The Board of Directors may provide a single response to shareholder requests relating to the same matter. The obligation to provide information does not exist when the information requested is already available on the Company's website, especially in the form of questions and answers. The Board of Directors may refuse to provide such information on a serious, substantive ground which shall be cited in the minutes. Such ground may, under the circumstances, be representation of the applicant shareholders on the Board of Directors in line with Article 18(3) or (6) of Law 2190/1920.

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

A. The Board of Directors shall be obliged to convene an Extraordinary General Meeting within a time period of 45 days from the date of service of the relevant request on the Chairman of the Board of Directors. This application must contain the items on the agenda of the requested Meeting. Where the General Meeting is not convened by the Board of Directors within 20 days from service of the request, it shall be convened by the applicant shareholders at the Company’s expense by decision of the Single-Member Court of First Instance at the seat of the Company, which decision shall be issued in line with the injunctive relief procedure. This decision shall state the time and place of the meeting and the items on the agenda.

B. The Board of Directors shall be obliged to enter additional items on the agenda of the General Meeting that has already been convened, provided that it receives the relevant request within at least 15 days prior to the General Meeting. The additional items shall be published or notified by the Board of Directors at least 7 days before the General Meeting. That request to have additional items included in the agenda shall be accompanied by the reasons for such inclusion or a draft decision for approval by the General Meeting and the revised agenda shall be published in the same manner as the previous agenda, in other words 13 days before the date of the General Meeting, and shall also be made available to shareholders on the Company’s website, along with the reasoning or draft decision submitted by the shareholders.

C. At least 6 days before the date of the General Meeting the Board of Directors is obliged to provide shareholders with drafts of decisions on the items which have been included in the initial or revised agenda, if a request to that effect is received by the Board of Directors at least 7 days before the date of the General Meeting.
It should be made clear that the Board of Directors is not obliged to include items in the agenda or publish or disclose them along with the reasoning and drafts of decisions submitted to shareholders in accordance with the aforementioned two sections if the content thereof is clearly in conflict with the law and morals.

D. The Chairman of the General Meeting shall be obliged – only once – to postpone the making of decisions by the General Meeting, whether ordinary or extraordinary, on all or certain items, setting the date of continuation of the session at that which is stipulated in the relevant application, which cannot however be more than 30 days following the date of postponement. A postponed General Meeting which reconvenes shall be deemed a continuation of the previous one and for this reason no repetition of the publication requirements shall be required, and new shareholders may also participate provided that they comply with the obligations for participation in the General Meeting.

E. The Board of Directors shall be obliged to announce to the Ordinary General Meeting the amounts that have in the last two-year period been paid to each member of the Board of Directors or to the Company directors, as well as any benefits granted to these persons due to any reason or contract concluded between them and the Company where an application is submitted at least 5 full days prior to the Ordinary General Meeting. The Board of Directors may refuse to provide such information on a serious, substantive ground which shall be cited in the minutes. Such ground may, under the circumstances, be representation of the applicant shareholders on the Board of Directors in line with Article 18(3) or (6) of Law 2190/1920. Any doubts about the validity or otherwise of the reasons for refusal to provide information may be cleared up before the Single-Member Court of First Instance at the company’s seat.

F. Decisions on any item on the agenda of the General Meeting must be taken by a call of names.

G. In addition, shareholders representing 1/20 of the paid-up share capital are entitled to request that the Single-Member Court of First Instance at the Company’s seat audit the Company in the manner specified in Article 40 of Codified Law 2190/1920. In any event, the request for an audit must be submitted within 3 years from the approval of the financial statements of the fiscal year in which the contested transactions were effected.

Following an application made by Shareholders representing 1/5 of the paid-up share capital, which shall be submitted to the Company at least 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 corporate affairs and the state of the Company’s assets. The Board of Directors may refuse to provide such information on a serious, substantive ground which shall be cited in the minutes. Such ground may, under the circumstances, be representation of the applicant shareholders on the Board of Directors in line with Article 18(3) or (6) of Law 2190/1920, where the relevant members of the Board of Directors have taken adequate cognisance of these matters. Any doubts about the validity or otherwise of the reasons for refusal to provide information may be cleared up before the Single-Member Court of First Instance at the Company’s seat.

In all the above cases where rights are exercised, the applicant shareholders are obliged to demonstrate that they are in fact shareholders, and the number of shares they hold, when exercising their right. A certificate from Hellenic Exchanges S.A. or confirmation that they are shareholders by means of the online connection between HELEX and the Company constitute evidence for this.

Moreover, shareholders representing 1/5 of the paid-up share capital shall be entitled to request an audit of the Company from the Single-Member Court of First Instance, which has jurisdiction over the area of the Company’s registered offices, in case from the overall course of the Company’s affairs it may be concluded that the Company is not being administered in accordance with the principles of sound and prudent management laid down in Article 40 of Codified Law 2190/1920.

Right to dividends

The dividend for each share is paid within two (2) months from the date of the Annual General Shareholders Meeting that approved the annual financial statements. The place and manner of payment is disclosed to the shareholders with announcement to the daily Press.

Dividends not claimed for a five-year period from the day that they became payable are forfeited to the State.

As far as the process of depositing shares in order for the shareholder to participate in the General Assemblies of Shareholders of the Company, and the mode of payment of the dividend, the provisions of the Regulatory Framework of the Central Securities Depository, as it is in effect at that particular moment, will be applicable.