46
c) the absorption of a public limited company (SA) under article 78 by another public limited company (SA)
possessing 100% of its shares; and
d) the possibility of profit or optional reserve appropriation in the current fiscal year with the decision of the
Board of Directors provided that there is no relevant authorisation of the ordinary general assembly.
(ii) Its legal decisions also bind the shareholders who are absent or disagree.
(iii). The shareholders’ General Assembly is convened by the Board of Directors and is held at the company’s
seat or in the region of another municipality within the prefecture where the company has its seat or in
another municipality neighboring the one where the company has its seat, at least once a year, always in
the first semester from the expiry of each fiscal year. The General Assembly, also, can be held in the mu-
nicipality where the seat of the Stock Market where the company’s shares are listed. The Board of Directors
can convene an extraordinary shareholders’ General Assembly, when deemed necessary. The General As-
sembly can be held via a teleconference, according to the technical security specifications stipulated in the
decisions of the Minister of Development, following an opinion of the Capital Market Commission.
(iv). The General Assembly, with the exception of repeat meetings and the similar ones, should convene at
least within twenty (20) full days before the one set for its convocation. The publication day of the invitation
of the General Assembly and the day of the meeting are not taken into account. The invitation of the General
Assembly includes the place of the assembly with its exact address, the date and the time, the items on
the agenda, the shareholders with participation right and exact instructions about the way the sharehold-
ers will be able to participate in the assembly and exercise their rights in person or by proxy or even from
distance. No invitation is required if shareholders representing the total of the share capital are presented
or represented and no one objects to its convocation and decision taking.
(viii) The discussions and decisions of the General Assembly are restricted to the items on the agenda.
The agenda is prepared by the Board of Directors and includes the proposals of the BoD to the Assembly
and possible proposals made by the auditors or shareholders representing one twentieth (1/20) of the paid
share capital. For the items discussed for which decisions are taken, minutes are kept signed by the Chair
and the Secretary. The list of the shareholders present or represented in the General Assembly is recorded
at the beginning of the minutes. If only one (1) shareholder is present in the General Assembly, the pres-
ence of a Notary Public is compulsory to co-sign the minutes of the assembly.
b. Rights of the shareholders and their way of exercise
(i) The shareholders exercise the rights relevant to the company’s administration only with their participa-
tion in the General Assembly. Each share provides the right of one vote in the General Assembly without
prejudice to article 16, C.L. 2190/1920, as currently in force.
(ii) Any person appearing as a shareholder in the registry of the Dematerialized Securities Systemmanaged
by HELLENIC EXCHANGES SA (HELEX), in which the shares of the Company are recorded, is entitled to par-
ticipate in the General Assembly. Proof of shareholder status should be made by presenting relevant writ-
ten certification from HELEX or alternatively with direct electronic link-up of the company with the records
of the Dematerialized Securities System. Shareholder proof status should exist in the beginning of the fifth
(5th) day prior to the general assembly (recording date) and the relevant written certification in proof of the
shareholder status issued by HELEX must have been received by the Company by the third (3rd) day before
the date of the General Assembly.
(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 Assembly only after the Meeting has autho-
rized them to do so.
(iv) It is noted that in order to exercise the said rights (participation and voting), it is not necessary to block
the shares or follow any other similar 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.
