Pursuant to the Law and the Company’s Articles of Association and following the Board of Directors’ resolution No. 39 dated 30th May 2019, the Shareholders of “ADMIE HOLDING SA” (the “Company”) are invited to the Ordinary General Meeting to be held at the Athens Stock Exchange premises in Athens (110 Athinon Avenue) on Thursday 4th July 2019 at 11.00 hours, in order to discuss and decide upon the following items of the Agenda:
- Submission and approval of the Annual Financial Statements for the fiscal year 01.01.2018 – 31.12.2018 with the corresponding Reports and Statements of the Board of Directors and the Certified Auditors
- Approval of profits distribution for the financial year 01.01.2018 – 31.12.2018 and dividend’s payment
- Approval of the overall management of the Board of Directors for the fiscal year 01.01.2018 – 31.12.2018, according to article 108 of Law 4548/2018 and discharge of the Auditors pursuant to paragraph 1, c) 4548/2018
- Approval of the remuneration and compensation of the members of the Board of Directors for the fiscal year 01.01.2018 – 31.12.2018
- Pre-approval for the payment of the remuneration and compensation of the members of the Board of Directors for the fiscal year 01.01.2019 – 31.12.2019
- Approval of Remuneration Policy according to article 110 of law 4548/2018
- Appointment of Regular and Substitute Certified Auditors for the fiscal year 01.01.2019 – 31.12.2019 and establishment of their remuneration
- Validation of election of new BoD members to replace resigned, in accordance with Law 3016/2002, as amended
- Validation and election of the Audit Committee members
- Granting the authorization to the members of the Company’s Board of Directors and to the executives of the Company’s Directorates, to participate in the Boards of Directors or Management of other affiliated companies according to the meaning of Article 32 of Law 4308/2014
- Amending, supplementing, abolishing and renumbering the clauses of the Articles of Association for the purposes of functionality and adjustment to Law 4548/2018 “Reform of the Law of Societies Anonymes” pursuant to article 183 of this law
- Miscellaneous announcements and other issues
A. RIGHT TO PARTICIPATE AND VOTE IN THE GENERAL MEETING
Any shareholder of the Company is entitled to participate and eligible to vote at the Extraordinary General Meeting. Each ordinary share is entitled to one (1) vote.
Any person appearing as a shareholder of the Company in the registry of the Dematerialized Securities System (“DSS”), managed by the “Hellenic Central Securities Depositary S.A.” (which is the “entity” under the meaning of article 124, par.6 of codified law 4548/2018 where the transferable securities (shares) of the Company are kept). Verification of the shareholder status will be obtained through the direct electronic link of the Company with the records of the DSS. Proof of qualification should exist on Saturday 7th July 2018 (record date), that is on the start of the fifth (5) day prior to the Ordinary General Meeting of Thursday 12th July 2018. Shareholders that are legal entities within the same date should submit their relevant documents, according to the provisions of the law.
Only those who qualify as shareholders on the aforementioned record date are entitled to participate and vote in the Extraordinary General Meeting. Shareholders not complying with the provisions of article 124, par 5 of codified law 4548/2018 may participate in the General Meeting only after the Meeting has authorized them to do so.
The exercise of the above rights (participation and vote) does not entail pledging of shares or any other similar process, restricting the possibility of sale and transfer of shares during the period between the record date and the General Meeting.
B. PROCEDURE FOR VOTING BY PROXY
Shareholders may participate in the General Meeting and may either vote in person or by proxy holders. Each shareholder may appoint up to 3 proxy holders. However, if a shareholder has shares of the Company held in more than one securities account, the above limitation shall not prevent the shareholder from appointing a separate proxy holder for each of the securities account, where shares are held. A proxy holder, acting on behalf of several shareholders, may cast votes differently in respect of shares held by each shareholder represented. Legal entities may participate in the General Meeting by appointing up to 3 individuals as proxy holders. The shareholder can appoint a proxy holder either for a sole General Meeting or for a number of meetings taking place within a determined time period. The proxy holder votes in accordance with the shareholders’ instructions, as long as these are in place and is obliged to file the required voting instructions for at least one (1) year from the submission of the minutes of the general meeting to the competent authority, or if the decision is public, to the General Commercial Registry (G.E.MI). The proxy holder is obliged to disclose to the Company, before the commencement of the General Meeting, any event which might be useful to the shareholders in assessing the risk of the proxy holder pursuing any interest other than the interest of the represented shareholder. A conflict of interest within this context may in particular arise where the proxy holder:
- is a controlling shareholder of the Company, or is another entity controlled by such shareholder;
- is a member of the Board of Directors or of the management of the Company, or of a controlling shareholder or another entity controlled by the controlling shareholder;
- is an employee or an auditor of the Company, or of a controlling shareholder or an entity controlled by such shareholder;
- is a spouse or relative (1st degree) with an individual referred to in points (i) to (iii)
The appointment and the revocation of the appointment of a proxy holder shall be made in writing and shall be served to the Company following the same procedure, at least 3 days prior the date of the General Meeting; this provision applies in the case of a Repeat General Meeting.
The proxy form will be available to the shareholders in electronic form on the website of the Company (www.admieholding.gr). These forms, completed and signed by the shareholder must be submitted to the Company’s premises: 89 Dyrrachiou & Kifisou Str., 104 43 Athens (Contact Person: Tsigarida Venia or via email: email@example.com), at least 3 days before the date of the General Meeting. This applies also in the case of a Repeat General Meeting. The shareholders are requested to verify the successful dispatch of the form and receipt thereof by the Company at: +30 210 3636936. The Company’s Articles of Association do not provide for participation in the General Meeting by electronic means, without the shareholder being physically present at the Meeting, nor for distance voting.
C. MINORITY SHAREHOLDERS RIGHTS
a. Shareholders representing 1/20 of the paid-up share capital may request from the Board of Directors of the Company to include in the General Meeting Agenda additional items, provided that the relevant request is communicated to the Board at least 15 days before the General Meeting. The request for an additional item on the agenda must be accompanied by a justification or a draft resolution to be adopted in the General Meeting. The revised agenda is made available in the same manner as the initial agenda 7 days before the General Meeting and at the same time, it is made available to the shareholders on the Company’s website, together with the justification or the draft resolution that had been submitted by the shareholders in line with article 123 paragraph 3 of C.L. 4548/2018.
b. Following a request of shareholders, representing 1/20 of the paid-up share capital, the Board of Directors makes available to the shareholders the draft resolutions for the items included in the initial or revised agenda, in accordance with article 123 paragraph 3 of C.L. 4548/2018, at least 6 days before the General Meeting, if the relevant request is communicated to the Board of Directors at least 7 days before the General Meeting.
c. Following the request of any shareholder, communicated to the Company at least 5 full days before the General Meeting, the Board of Directors must provide to the General Meeting, the requested specific information with respect to the Company’s affairs, to the extent that this information is useful for the actual assessment of the items on the agenda. The Board of Directors may refuse to provide information on the grounds of a substantial cause, which must be mentioned in the minutes. The Board of Directors may provide a universal response to requests of shareholders of the same nature. The obligation of providing information is not valid if the relevant information is already available in the Company’s website, especially in a question and answer format.
d. Following a request of shareholders representing 1/5 of the paid-up share capital, which is communicated to the Company at least 5 complete days before the General Meeting, the Board of Directors must provide to the General Meeting information with respect to the course of the Company affairs and the financial situation of the Company. The Board of Directors may refuse to provide this information on reasonable grounds, which must be mentioned in the minutes. Respective terms for exercise of minority rights also apply to any Repeat General Meeting.
In all the aforementioned cases, the shareholders who are communicating a request must provide proof of their qualification as shareholders as well as the number of shares held by them at the moment of the exercise of the relevant right. The verification of a shareholder’s qualification through the direct electronic link of the HELEX with the Company is recognized as such proof.
D. AVAILABLE DOCUMENTS AND INFORMATION
The present invitation, any documents to be submitted to the General Meeting, the draft resolutions of each item of the agenda, the proxy forms and any other information provided by Article 123, paragraphs 3 and 4 of codified law 4548/2018 are available in electronic form on the Company’s website (www.admieholding.gr). Hard copies of all the aforementioned documents may be obtained from the Company’s Shareholders Services Department located at ADMIE HOLDING’s headquarters 89 Dyrrachiou & Kifisou Str., Athens.
The Company’s Shareholders Services Department offices (tel. +30 2103636936) will be open daily from 9.00 am to 4.00 pm.
By order of the Board of Directors
Chairman of the Board of Directors
This translation is unofficial and is intended solely, on a non-reliability basis and as a convenience, to the non- Greek-reading public. For any questions related to the accuracy of the information contained in the translation, please refer to the Greek version of the document which is the official and prevailing version. ADMIE Holding S.A. shall not be responsible, in any manner, for direct, indirect, special or consequential losses or any other kind of damages howsoever arising out of the use of this translation.