MYTILINEOS GROUP | ANNUAL REPORT 2013 - page 53

Annual Financial Report for the period from1st of January to the 31st of December 2013
51
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
statements 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 accurately 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 company’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 General Assembly for all or specific items, setting as a date of a decision-making meeting
the one on the shareholders’ 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 participate, 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 Directors 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, following the application of any shareholder submitted to the company 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
1...,43,44,45,46,47,48,49,50,51,52 54,55,56,57,58,59,60,61,62,63,...150
Powered by FlippingBook