Annual Financial Report for the period from 1st of January to the 31st of December 2012
47
(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 holders. 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 shareholder. Within the meaning intended in this paragraph, a conflict of interest may arise in
particular when the proxy holder: (a) is a controlling shareholder of the Company or is another entity con-
trolled 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 appoint-
ment and revocation of appointment of a proxy holder shall be made in writing 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 shareholders’ 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 shareholder can take the annual financial state-
ments and the relevant reports 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 twentieth (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 applicant shareholders
at the company’s expenses with the decision issued by the Single-Member First Instance Court of the com-
pany’s seat according to the interim measures procedure. This decision sets the location and the time of the
assembly and the agenda.
(iii) After the request of shareholders representing 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, Codified Law 2190/1920, at least seven (7) days before the general assembly. If
these items are not published, the applicant shareholders 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 expenses.
(iv) After the request of shareholders representing at least one twentieth (1/20) of the paid Share Capital, the
Board of Directors puts at the disposal of the shareholders, 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 the 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 representing at least one twentieth (1/20) of the paid Share Capital, the
Chair of the General Assembly is obliged to postpone once taking decisions in the Ordinary or Extraordinary
