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(iii) The Company considers that only a party having the shareholder’s
capacity on the recording day of the list has the right to participate and
vote. Shareholders who do not comply with the provisions of article
28a of the Codified Law 2190/1920 may participate in the General As-
sembly only after the Meeting has authorized them to do so.
(iv) It is noted that in order to exercise said rights (participation and
voting), it is not necessary to block the shares or follow any other simi-
lar procedure that may restrict the ability to sell and transfer shares
in the period between the Record Date and the date of the General
Assembly.
(v) The shareholder may participate in the General Assembly and may
vote either in person or by proxy. Each shareholder may appoint up to
three (3) proxy holders. Legal entities may participate in the General
Meeting by appointing up to three (3) natural persons as proxy hold-
ers. Prior to the commencement of the General Meeting proceedings,
the proxy holder must disclose to the Company any particular facts
that may be of relevance for shareholders in assessing the risk that
the proxy holder may pursue interests other than those of the share-
holder. Within the meaning intended in this paragraph, a conflict of in-
terest may arise in particular when 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 the broader
management of the Company, or of a controlling shareholder or an
entity controlled by such shareholder; (c) is an employee or an auditor
of the Company, or a controlling shareholder or an entity controlled by
such shareholder; (d) is a spouse or close relative (1st degree) of a
natural person referred to in (a) to (c) hereinabove. The appointment
and revocation of appointment of a proxy holder shall be made in writ-
ing and shall be notified to the Company in writing at least three (3)
days prior to the date of the General Assembly.
(vi) Participation from a distance in the voting during the sharehold-
ers’ general assembly is possible either by using electronic means or
voting by mail by sending the items of the agenda to the shareholders
along with the relevant vote forms on these items.
c. Other shareholders’ rights
(i) Ten (10) days before the ordinary General Assembly, each share-
holder can take the annual financial statements and the relevant re-
ports of the Board of Directors and the auditors from the company.
These documents should have been timely submitted by the Board of
Directors to the Company’s office.
(ii) After the request of shareholders representing at least one twenti-
eth (1/20) of the paid Share Capital, the Board of Directors is obliged
to call an Extraordinary General Assembly setting a date which is not
more than forty five (45) days from the day the application was served
to the President of the Board of Directors. The application should ac-
curately determine the item on the agenda. If a General Assembly
is not called by the Board of Directors within twenty (20) days from
serving the relevant application, the assembly is convened by the ap-
plicant shareholders at the company’s expenses with the decision is-
sued by the Single-Member First Instance
Court of the company’s seat according to
the interim measures procedure. This deci-
sion sets the location and the time of the
assembly and the agenda.
(iii) After the request of shareholders repre-
senting at least one twentieth (1/20) of the
paid Share Capital, the Board of Directors
is obliged to include additional items in the
agenda of a general assembly, already
called, if the said request is communicated
to the Board of Directors at least fifteen (15)
days prior to the general assembly. The
additional items should be published or
made public with the responsibility of the
Board of Directors, under article 26, Codi-
fied Law 2190/1920, at least seven (7) days
before the general assembly. If these items
are not published, the applicant sharehold-
ers are entitled to ask the postponement
of the general assembly under paragraph
3, article 39, Codified Law 2190/1920 and
proceed with the publication according to
the previous section, at the Company’s ex-
penses.
(iv) After the request of shareholders rep-
resenting at least one twentieth (1/20) of
the paid Share Capital, the Board of Direc-
tors puts at the disposal of the sharehold-
ers, under article 27, para 3, C.L. 2190/20,
at least six (6) days before the date of the
general assembly, draft resolutions on
items included in the initial or possible
revised agenda, if the relevant request is
communicated to the Board of Directors at
least seven (7) days prior to the date of the
general assembly.
(v) If any shareholder requests, and
provided that said request is filed with the
Company at least five (5) full days prior
to the General Assembly, the Board of
Directors is obliged to provide the General
Assembly with the specific requested
information regarding the affairs of the
Company, insofar as such information is
relevant to a proper assessment of the
items on the daily agenda.
(vi) After the request of shareholders repre-
senting at least one twentieth (1/20) of the
paid Share Capital, the Chair of the Gen-
eral Assembly is obliged to postpone once
taking decisions in the Ordinary or Extraor-
dinary General Assembly for all or specific items, setting as a
date of a decision-making meeting the one on the sharehold-
ers’ application, which, though, cannot be more than thirty (30)
days away from the postponement day. The general assembly
following a postponement is the continuation of the previous
one and there is no need to repeat the publication formalities of
the shareholders’ invitation. New shareholders can also partici-
pate, by observing the provisions of articles 27, para 2 and 28a
of C.L. 2190/1920.
(vii) After the request of shareholders representing at least one
twentieth (1/20) of the paid Share Capital, the Board of Direc-
tors is obliged to announce to the Ordinary General Assembly
the amounts paid in the last two years to each member of the
Board of Directors or the company’s directors/ managers and
any benefit given to these parties for any reason or as a result
of an agreement made with the company. Furthermore, follow-
ing the application of any shareholder submitted to the com-
pany at least five (5) full days before the General Assembly, the
Board of Directors is obliged to give the General Assembly the
applied-for specific information to the degree this information
is useful for the real assessment of the items on the agenda.
The Board of Directors may decline to provide such information
citing sufficient material grounds, and this should be recorded
in the minutes. Such a reason could be, depending on the spe-
cific cases, the representation of the applicant shareholders in
the board of directors pursuant to paragraphs 3 or 6 of article
18, C.L. 2190/1920, as currently in force. The Board of Directors
may provide a single answer to shareholders’ requests that are
of similar content. The obligation to provide information does
not apply in the event that such information is already available
through the Company’s website, particularly in the case of fre-
quently asked questions.
(viii) After the request of shareholders representing one fifth
(1/5) of the paid-up capital of the Company, and provided that
the said request is given to the Company at least five (5) full
days prior to the General Assembly, the Board of Directors is
obliged to provide the General Assembly with information on
the course of the business affairs and financial status of the
Company. The Board of Directors may decline to provide such
information citing sufficient material grounds, and this should
be recorded in the minutes. Such a reason could be, depending
on the specific cases, the representation of the applicant share-
holders in the board of directors pursuant to paragraphs 3 or 6
of article 18, C.L. 2190/1920, as currently in force. provided the
members of the Board of Directors have received the relevant
information in an adequate way.
(ix) After the request of shareholders representing at least one
twentieth (1/20) of the paid share capital, a decision on any item
on the agenda of the General Assembly is taken by a roll-call
vote.
(x) Company’s shareholders representing at least one twentieth
(1/20) of the paid share capital have the right to ask the Single-
Member First Instance Court of the region
where the company has its seat, for an au-
dit of the company, and the Court applies
the voluntary jurisdiction procedure. The
audit is ordered if there is the possibility of
actions that violate the provisions of the law
or the company’s articles of association or
decisions of the General Assembly.
(xi) Company’s shareholders represent-
ing at least one fifth (1/5) of the paid share
capital have the right to ask the court of
the previous paragraph for an audit of the
company, provided that it is believed that
the management of the corporate affairs is
not applied as imposed by the prudent and
sound management principle. This provi-
sion is not applied in the cases the minority
asking for the audit is represented in the
Company’s Board of Directors.
3. Board of Directors and
Committees
Α. (i)
The Board of Directors is the body
that exercises the management of the
Company. It has the responsibility of man-
aging (managing and disposing) the com-
pany’s assets as well as of representing it,
with the aim of strengthening its economic
value and efficiency and of safeguarding
the company’s interests.
The Board of Directors has ordinary meet-
ings at least one time per month and ex-
traordinary meetings whenever impor-
tant issues arise or decisions need to be
made. Usually, in the ordinary meetings
are present all the members of the Board
of Directors. Thus far the Board of Direc-
tors has never postponed making a deci-
sion because of lack of quorum. More spe-
cifically, during the course of the year 2014
the Board of Directors convened sixty eight
(68) times. More specifically The Board of
Directors as elected by the General As-
sembly, forming the Board on 08.05.2013,
have been replaced with the election of
new members by the General Assembly
of 19.11.2013 attended during their term of
2014 the following sessions:
Statement of Corporate Governance
