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purpose. Secretarial duties are performed by the secretary appointed by the President. After the list of
the shareholders with a right to vote is approved, the assembly continues with the election of its Chair
and a secretary who also acts as a teller.
(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 presence 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 onlywith their participation
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
participate in the General Assembly. Proof of shareholder status should be made by presenting relevant
written 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
authorized 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.
(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 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 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
