Thursday 23 November 2017

Rights of Shareholders

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Shares

The share capital of the Company is divided into 84,632,528 shares, having a nominal value 4 euro each, of which 77,063,568 are common shares and 7,568,960 preferred shares.

All Company shares are registered and listed for trading in the Athens Exchange (under “Large Cap” classification).

Each Company share carries all the rights and obligations set out in law and in the Articles of Association of the Company. The ownership of a Company share automatically entails acceptance of the Articles of Association of the Company and of the decisions made in accordance with those by the various Company bodies.

Right to attend General Meetings

All Shareholders are entitled to take part in the General Meeting.

To take part, holders of shares must have been Shareholders at the start of the fifth day before the date of the General Meeting (Record Date). Such persons can demonstrate that they are Shareholders by submitting a written certificate from Hellenic Exchanges S.A. or, alternatively, by the Company connecting online to the files and records of Hellenic Exchanges S.A.

The written or online certificate proving that they are Shareholders must be presented to the Company no later than the third day before the date of the General Meeting.

Other than that requirement, exercise of the right to participate in the General Meeting does not require Shareholders to block their shares or comply with any other formalities which limit the ability to sell or transfer their shares in the time period between the record date and the date of the General Meeting.

Shareholders or their representatives who have not complied with these formalities may only take part in the General Meeting with its permission.

Shareholders may attend the General Meetings either in person or through one or more representatives, whether Shareholders or not. Each shareholder may appoint up to 3 representatives. However, if a shareholder holds Company shares which appear in more than one securities account, this limitation does not prevent the shareholder from appointing different representatives for the shares which appear in each securities account.

A representative who acts for more than one shareholder may vote differently on behalf of each shareholder.

Legal entities may participate in the General Meeting by appointing up to 3 natural persons as their representatives.

Shareholder representatives can be appointed and retracted in writing or electronically, with such notice being sent to the Company by email or facsimile, at least 3 days before the date set for the General Meeting.

The Company has made the forms, which must be filled out and sent by Shareholders in order to appoint a representative, available on its website.

The Company’s Articles of Association do not provide for Shareholders’ participation in the General Meeting and exercise of voting rights remotely or by correspondence.

Shareholder representatives are obliged to inform the Company before the General Meeting starts about any information which Shareholders should be aware of so that they can determine whether there is a risk of the representative serving interests other than their own interests.

Conflicts of interest may arise in cases where the representative:
a. is a shareholder who controls the Company or is another legal entity or person controlled by that shareholder;
b. is a member of the Board of Directors or of the management team of the Company or of a shareholder who controls the Company, or another legal person or entity controlled by a shareholder who controls the Company;
c. is an employee or certified public accountant of the Company or a shareholder who controls the Company, or another legal person or entity controlled by a shareholder who controls the Company;
d. is the spouse or a relative to the first degree of one of the natural persons referred to above.

Quorum - Majority

According to the law and the Articles of Association, the General Meeting has a quorum and is validly met on the items of the agenda when Shareholders representing at least 1/5 of the paid up share capital are present or represented at the meeting.

If that quorum is not achieved at the first meeting, the Meeting will reconvene within 20 days from the date on which it was not possible to hold the meeting, and that meeting has a quorum and is validly met on the items on the initial agenda, irrespective of the percentage of the paid up share capital represented at that meeting. In all the above cases, decisions of the General Meeting are taken by absolute majority of the votes represented at it.

By way of exception, in the case of decisions relating to a change in the Company’s nationality; a change in the business scope; an increase in Shareholders’ obligations; an increase in share capital not provided for by the Articles of Association in line with Article 13(1) and (2) of Codified Law 2190/1920 unless required by law or done by capitalising reserves; a reduction in share capital unless done in accordance with Article 16(6) of Codified Law 2190/1920; a change in the profit distribution; the merger, split, conversion, revival, extension of term or winding up of the Company; the granting or renewal of powers to the Board of Directors to increase the share capital in accordance with Article 13(1) hereof, and all other cases specified by law, the General Meeting has a quorum and is validly met on the items of the agenda when Shareholders representing at least 2/3 of the paid up share capital are present or represented at the meeting.

In all the above cases, decisions of the General Meeting are taken by 2/3 majority of the votes represented at it.

If that qualified quorum is not achieved, the General Meeting will be invited to convene and will reconvene within 20 days from the date on which the meeting could not take place, and will have a quorum and be validly met on the items on the initial agenda if at least 1/2 of the paid-up share capital is represented at it.

If that quorum is not achieved, the General Meeting will be called and will convene again within 20 days and will have a quorum and be validly met on the items on the initial agenda when at least 1/5 of the paid-up share capital is represented at it.

In all the above cases, decisions of the General Meeting are taken by 2/3 majority of the votes represented at it.

No other invitation is required if the initial invitation specifies the place and time of any repeat meetings that might be held if a quorum is not achieved at the first meeting, provided that at least 10 days (meaning 10 full days) elapse between the meeting which was cancelled and the repeat meeting.

Right to vote at General Meetings

Every share, apart from preferred shares to which no voting rights are attached, comes with a voting right.

Rights of preferred Shareholders

According to the decision of the Company’s Ordinary General Meeting of Shareholders of 27.6.1990, which decided to increase the Company’s share capital by issuing preferred shares without voting rights, the preferences granted to preferred shares without voting rights are as follows:

A. the right to receive, prior to the common shares, a first dividend from the profits of each financial year; in the event of non-distribution of dividend or of distribution of a lower than the first dividend, in one or more financial years, holders of preferred shares would be entitled to a preferential payment of this first dividend cumulatively and corresponding to the financial years in question, from the profits of subsequent years. Furthermore, holders of preferred non-voting shares would be entitled, on equal terms with holders of common shares, to receive any additional dividend which would be distributed in any form. However, it should be noted that following the amendment made in accordance with article 79 section 8 of Law 3604/2007 of the provisions of section 2 of article 45 of Law 2190/1920 on the distribution of profits of Societes Anonymes and the abolishment of the mandatory distribution of a first minimum dividend equal to 6% of the paid up share capital, it is only the mandatory distribution of dividend equal to 35% of the net profits of each financial year has been preserved, consequently, the above privilege of the holders of preferred non-voting shares to receive a first dividend from the profits of each financial year prior to the holders of common shares has become obsolete.

B. the right of preferential return, in the event of the Company being wound up of the capital paid up by holders of preferred non-voting shares from the product of the liquidation of the Company assets. Holders of preferred non-voting shares have equal rights with holders of common shares to a further share, proportionally, in the product of liquidation, if the product in question is higher than the total paid-up share capital. The privileges of this paragraph B remain in full force.

Pre-emption rights

In any event of share capital increase, when that increase does not result from a contribution in kind or the issue of bonds with the right of conversion into shares, pre-emption rights are granted on the entire new capital or bond issue to the Shareholders of the Company at the time of issue, proportionate to their holding in the existing share capital.

Where the Company’s share capital is increased with shares from only one of the classes of shares the Company has issued, pre-emption right is granted to Shareholders in the other class only after it is not exercised by Shareholders in the class to which the new shares belong.

Pursuant to article 13(10) of Law 2190/1920, pre-emption rights may be limited or abolished by decision of the General Meeting of Shareholders, requiring a special increased quorum and majority, pursuant to the provisions of Article 29(3) and (4) and Article 31(2) of Law 2190/1920.

Minority rights

Following an application submitted by any Shareholder to the Company within at least 5 full days prior to the General Meeting, the Board of Directors shall be obliged to provide the General Meeting with the requested specific information on the Company’s affairs, to the extent that it may be useful for the actual assessment of the items on the agenda. The Board of Directors may provide a single response to shareholder requests relating to the same matter. The obligation to provide information does not exist when the information requested is already available on the Company's website, especially in the form of questions and answers. The Board of Directors may refuse to provide such information on a serious, substantive ground which shall be cited in the minutes. Such ground may, under the circumstances, be representation of the applicant Shareholders on the Board of Directors in line with Article 18(3) or (6) of Law 2190/1920.

At the request of Shareholders representing 1/20 of the paid-up share capital:

A. The Board of Directors shall be obliged to convene an Extraordinary General Meeting within a time period of 45 days from the date of service of the relevant request on the Chairman of the Board of Directors. This application must contain the items on the agenda of the requested Meeting. Where the General Meeting is not convened by the Board of Directors within 20 days from service of the request, it shall be convened by the applicant Shareholders at the Company’s expense by decision of the Single-Member Court of First Instance at the seat of the Company, which decision shall be issued according to the injunctive relief procedure. This decision shall state the time and place of the meeting and the items on the agenda.

B. The Board of Directors shall be obliged to enter additional items on the agenda of the General Meeting that has already been convened, provided that it receives the relevant request within at least 15 days prior to the General Meeting. The additional items shall be published or notified by the Board of Directors at least 7 days before the General Meeting. That request to have additional items included in the agenda shall be accompanied by the reasons for such inclusion or a draft decision for approval by the General Meeting and the revised agenda shall be published in the same manner as the previous agenda, in other words 13 days before the date of the General Meeting, and shall also be made available to Shareholders on the Company’s website, along with the reasoning or draft decision submitted by the Shareholders.

C. At least 6 days before the date of the General Meeting the Board of Directors is obliged to provide Shareholders with drafts of decisions on the items which have been included in the initial or revised agenda, if a request to that effect is received by the Board of Directors at least 7 days before the date of the General Meeting.
The Board of Directors is not obliged to include items in the agenda or publish or disclose them along with the reasoning and drafts of decisions submitted to Shareholders in accordance with the aforementioned two sections if the content thereof is clearly in conflict with the law and morals.

D. The Chairman of the General Meeting shall be obliged – only once – to postpone the making of decisions by the General Meeting, whether ordinary or extraordinary, on all or certain items, setting the date of continuation of the session at that which is stipulated in the relevant application, which cannot however be more than 30 days following the date of postponement. A postponed General Meeting which reconvenes shall be deemed a continuation of the previous one and for this reason no repetition of the publication requirements shall be required, and new Shareholders may also participate provided that they comply with the obligations for participation in the General Meeting.

E. The Board of Directors shall be obliged to announce to the Ordinary General Meeting the amounts that have in the last two-year period been paid to each member of the Board of Directors or to the Company directors, as well as any benefits granted to these persons due to any reason or contract concluded between them and the Company. The Board of Directors may refuse to provide such information on a serious, substantive ground which shall be cited in the minutes. Such ground may, under the circumstances, be representation of the applicant Shareholders on the Board of Directors in line with Article 18(3) or (6) of Law 2190/1920. Any doubts about the validity or otherwise of the reasons for refusal to provide information may be cleared up before the Single-Member Court of First Instance at the Company’s seat.

F. Decisions on a specific item on the agenda of the General Meeting may be taken by a call of names.

G. In addition, Shareholders representing 1/20 of the paid-up share capital are entitled to request that the Single-Member Court of First Instance at the Company’s seat audit the Company in the manner specified in Article 40 of Codified Law 2190/1920. In any event, the request for an audit must be submitted within 3 years from the approval of the financial statements of the fiscal year in which the contested transactions were effected.

Following an application made by Shareholders representing 1/5 of the paid-up share capital, which shall be submitted to the Company at least 5 full days prior to the General Meeting, the Board of Directors shall be obliged to provide the General Meeting with information on the course of corporate affairs and the state of the Company’s assets. The Board of Directors may refuse to provide such information on a serious, substantive ground which shall be cited in the minutes. Such ground may, under the circumstances, be representation of the applicant Shareholders on the Board of Directors in line with Article 18(3) or (6) of Law 2190/1920, where the relevant members of the Board of Directors have taken adequate cognisance of these matters. Any doubts about the validity or otherwise of the reasons for refusal to provide information may be cleared up before the Single-Member Court of First Instance at the Company’s seat.

In all the above cases where rights are exercised, the applicant Shareholders are obliged to demonstrate their capacity as Shareholders and the number of shares they hold, when exercising their right. A certificate from Hellenic Exchanges S.A. or confirmation that they are Shareholders by means of the online connection between HELEX and the Company constitute evidence for this.

Moreover, Shareholders representing 1/5 of the paid-up share capital shall be entitled to request an audit of the Company from the Single-Member Court of First Instance, which has jurisdiction over the area of the Company’s registered offices, in case from the overall course of the Company’s affairs it may be concluded that the Company is not being administered in accordance with the principles of sound and prudent management laid down in Article 40 of Codified Law 2190/1920.

Right to dividends

According to the Articles of Association, the minimum mandatory dividend to be distributed each year by the Company is equal to the minimum mandatory dividend specified by law (Article 45 of Codified Law 2190/1920), which according to Article 3 of Development Law 148/1967 is at least 35% of the Company’s net profits, after all necessary withholdings to establish the statutory reserve.

Dividends must be paid within 2 months from the date of the Ordinary General Meeting of Shareholders approving the Company’s annual financial statements.

The place and method of payment is announced in notices published in the press, the Daily Price Bulletin and both the ATHEX and Company websites.

Dividends which remain unclaimed for a period of five years from the date on which they become payable may not be claimed and are forfeited to the State.

Right to the product of liquidation

On completion of liquidation, the liquidators return the contributions of the Shareholders in accordance with the Articles of Association and distribute to them the balance from the liquidation of the Company’s assets in proportion to their share in the paid-up share capital of the Company.

Shareholders’ liability

Shareholders’ liability is limited to the nominal value of the shares held.

Exclusive Jurisdiction of the Courts - Applicable Law

Each Shareholder, regardless of where he or she resides, is – in dealings with the Company – deemed to have the location of the registered offices of the Company as his/her legal place of residence, and is subject to Greek Law.

Any dispute between the Company and the Shareholders or any third party is to be resolved by recourse to the Ordinary Courts; legal actions may be brought against the Company only before the Courts of Athens.

 

Report 2016