Annual Financial Report for the period from1st of January to the 31st of December 2013
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The above competencies do not include:
a) increases decided in application of paragraphs 1 and 14 of article 13, C.L. 2190/1920, as each time in
force, and increases imposed by provisions of other laws;
b) the amendments of the Articles of Association decided by the Board of Directors in application of para 5,
article 11, para 2, article 13a, para 13, article 13 and para 4, article 17b of C.L. 2190/1920 as each time
in force;
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
municipality 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 Assembly 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 shareholders 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.
(v).
The General Assembly is in quorum and timely convenes for the items on the agenda when a percentage
of at least twenty per cent (20%) of the paid Share Capital is paid. If such a quorum is not achieved in the
first Assembly, a repeat one is convened within twenty (20) days from the date of the postponed assembly
with an invitation of the Board of Directors sent at least ten (10) days before. The repeat assembly is in
quorum and timely convenes on the items of the agenda whatever the part of the paid Share Capital is
represented.
(vi). The decisions of the General Assembly are taken with an absolute majority of the votes, represented in
the meeting. The General Assembly is exceptionally considered to be in quorum and timely convenes
on the items of the agenda if two thirds (2/3) at least of the paid Share Capital are represented, in the
case of decisions pertaining to: a. extension of the company’s duration, merger, split-up, conversion,
revival or dissolution; b. change of the national status of the Company; c. change of the scope of the
Company’s activities; d) increase and decrease in the share capital; e. change in the profit appropriation
(Law 876/1976); f. increase in the shareholders’ obligations; g. provision or renewal of the power of the
Board of Directors for an increase in the share capital under para 1, article 13, C.L. 2190/1920, and in
any case defined by the law or the articles of association that for the General Assembly to take a specific
decision, the above quorum is required.
(vii). The General Assembly is provisionally chaired by the President of the Board of Directors or in case
of obstacles, the Deputy President appointed by the Board of Directors with a special decision to this
