Invitation to the Annual General Meeting
INVITATION TO THE ANNUAL GENERAL MEETING OF THE SHAREHOLDERS OF THE SOCIETE ANONYME UNDER THE NAME PAPOUTSANIS S.A.
According to the Law and the Articles of Association of the Company, the Board of Directors invites Company’s shareholders on 29.6.2012, being Friday and at 15.00 to the Annual General Meeting which shall take place at the Company’s registered office at 71st Km National Road Athens-Lamia Municipality of Halkida (former Municipality of Avlida) with the following items of the agenda:
1. Submission and approval of the Consolidated Financial Statements for the fiscal year from 1st January 2011 to 31st December 2011, along with the BoD’s report and the Auditor’s report.
2. Release of the Board of Directors and the Auditors’ Company for their actions during the fiscal year from1st January 2011 to 31st December 2011.
3. Election of Auditing Company - Chartered Accountants for the audit of financial statements for the fiscal year from 1st January 2012 to 31st December 2012 and determination of their fee.
4. Approval of the remuneration of the board members paid during the fiscal year from 1st January 2011 to 31st December 2011 and approval of remuneration of the board members for the current fiscal year from 1st January 2012 to 31st December 2012, by virtue of Article 24 of Codified Law 2190/1920.
5. Granting of permission to board members for their participation in legal entities with a similar purpose to that of the Company.
6. Various announcements.
In case the quorum as required by law and by the Articles of Association of the Company is not achieved, the general meeting will convene on 10.7.2012, Tuesday and at 10.30 am at the Company’s registered office located at 71st Km National Road Athens-Lamia Municipality of Halkida (former Municipality of Avlida) without publishing new invitation. In accordance with articles 26 paragraph 2b, 27 and 28a of c.l. 2190/1920, as amended and in force, the Company informs its shareholders of the following:
RIGHT TO PARTICIPATE IN THE GENERAL MEETING
Whoever appears as shareholder in the records of the Dematerialized Securities System managed by Hellenic Exchanges S.A. (“HELEX”), in which the shares of the Company are recorded may participate in the General Meeting. Proof of shareholder status can be provided through direct electronic link-up of the Company with the records of the Dematerialized Securities System. Shareholder status must exist on 24.6.2012, i.e. at the start of the 5th day prior to the date of the General Meeting of 29.6.2012 (Record Date) and the electronic verification of shareholder status must have been received by the Company by 26.6.2012 at the latest, i.e. on the 3rd day prior to the date of the General Meeting. In the A’ Reiterative General Meeting of 10.7.2012, shareholders under the same conditions as mentioned above can participate. Shareholder status must exist on 6.7.2012, i.e. at the start of the 4th day prior to the date of the A’ Reiterative General Meeting (Record Date of the A Reiterative General Meeting) and the electronic verification of shareholder status must have been received by the Company by 7.7.2012, i.e. on the 3rd day prior to the date of the A’ Reiterative General Meeting.
Failure to comply with the provisions of article 28a of Codified Law 2190/1920 by that shareholder participates in the General Assembly only after permission. To exercise the said rights to participate and vote in the General Meeting, it is not necessary to block the shares or follow any other similar process that may restrict the ability to sell and transfer shares in the period between the Record Date and the General Meeting.
REMOTE PARTICIPATION IN THE GENERAL MEETING
The Company's Articles of Association provide in article 16, remote participation in the General Meeting without further specifying the technical specifications and the technical means by which a shareholder may make use of that possibility. Further, the decree of the Ministry of Regional Development and Competitiveness that c.l. 2190/1920 provides that it shall be issued in order to set minimum technical standards and means for the exercise of this right has not yet been issued. Therefore, in this General Meeting convened by present invitation as well as in any reiterative General Meeting of such Meeting, it will not be technically possible to implement this feature.
SHAREHOLDERS’ MINORITY RIGHTS
According to the provisions of Article 39 paragraph 2, 2a, 4 and 5 of codified law 2190/1920, the shareholders have the following rights:
If shareholders representing 1/20 of the paid-up share capital of the Company so request, the board of directors is obliged to include additional items in the Agenda of the General Meeting, provided that the said request is communicated to the board at least 15 days prior to the General Meeting. Said request should be accompanied by justification or a draft resolution to be approved by the General Meeting 13 days prior to the General Meeting and the revised agenda should be disclosed in the same manner as the previous agenda, and at the same time made available to shareholders through the Company’s website, along with the justification or draft resolution tabled by the shareholders, in accordance with the provisions of article 27 paragraph 3 of Codified Law 2190/1920.
If shareholders representing 1/20 of the paid-up share capital of the Company so request, the board of directors shall, in accordance with the provisions of article 27 paragraph 3 of codified law 2190/1920, make available to at least 6 days prior to the General Meeting, any draft resolutions on the items included in the initial or revised agenda, provided that the said request is communicated to the Board least seven (7) days prior to the Annual General Meeting.
At the request of any shareholder, provided that the said request is filed with the company submitted at least five (5) full days before the General Meeting the board of directors is obliged to provide the General Meeting with information regarding the affairs of the Company, insofar as such information is relevant to a proper assessment of the items on the agenda. The board of directors may provide a single answer to shareholders’ requests that are of similar content.
The obligation to provide information does not apply in the event that such information is already available through the Company’s website, particularly in the case of frequently asked questions.
Also, at the request of shareholders representing 1/20 of the paid up share capital, the Board of Directors must announce to the Annual General Meeting any amounts granted to each member of the board or to the managers of the company over the last two years and any other benefits granted to them from any cause or contract between the company and them. In all these cases mentioned above the Board of Directors may decline to provide such information citing sufficient material grounds, and this should be recorded in the minutes.
At the request of shareholders representing one fifth (1/5) of the paid up share capital which is submitted to the Company within five (5) full days prior to the General Meeting, the Board of Directors shall provide the General Meeting with information regarding the course of corporate affairs and financial condition of the Company. The Board of Directors may decline to provide such information citing sufficient material grounds, and this should be recorded in the minutes.
In order to exercise their rights mentioned above, shareholders are required to submit proof of shareholder status and the number of their shares that they hold at the time of exercising such right. A certificate to this effect from HELEX or verification of shareholder status through direct electronic link-up between the records held by HELEX and the Company may also serve as such proof.
PROCEDURE FOR VOTING VIA PROXY
Shareholders may participate in the Annual General Meeting in person or by proxy. Each shareholder may appoint up to three (3) proxy holders. A proxy holder holding proxies from several shareholders may cast votes differently for each shareholder. Legal entities may participate in general meeting by appointing up to 3 natural persons as proxy holders. However, if the shareholder owns shares that are held in more than one securities account, such limitation shall not prevent the shareholder from appointing, in respect of the General Meeting, separate proxy holders for the shares appearing in each Account. A shareholder may appoint a proxy one single meeting or those meetings take place within a certain time. The proxy holder must vote in accordance with the instructions of the shareholder, if any and he is required to file the voting instructions for at least one (1) year from the submission of the minutes of the General Meeting with competent authority or if the resolution is published by the submission with the Societes Anonymes Registry. Failure of the proxy holder to comply with the instructions he has received does not affect the validity of decisions of the General Meeting, even if the proxy holders’ vote was decisive.
A shareholder’s proxy holder is required to notify the Company, prior to the Annual General Meeting, of any specific facts that may be useful to the shareholders in assessing any potential risk that the proxy holder may pursue interests other than those of the shareholders. 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 in general the 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 of 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 a proxy holder shall only be communicated in writing to the Company at least three (3) days prior to the relevant date of the general meeting. If the shareholder has not complied with the above mentioned regarding the appointment of a representative / representatives and sending of the supporting documents of this appointment to the Company as defined above, the shareholder participates in the General Meeting only after permission granted by the General Meeting.
The Company shall make available on its website www.papoutsanis.gr the form form to be used for appointing a proxy holder This form must be sent to the Company completed and signed by the shareholder, in accordance with the specific instructions for completing, signing and submitting the form included therein, or by fax at number 2262071932 under the attention of the Shareholder Department or by post to the Company’s Investor Relations Department at 71st Km National Road Athens-Lamia, Municipality of Halkida (former Municipality of Avlida) three (3) days prior to the date of the General Meeting. The shareholder should ensure the confirmation of successful delivery of the form for appointing of proxy and its receipt by the Company by calling Shareholders Service Department (Mr. Alexandros Georgiadis) at 22620 86430.
AVAILABLE DOCUMENTS AND INFORMATION
The information specified under Article 27 paragraph 3 of codified law 2190/1920, including the invitation to the General Meeting, appointment of proxy form, draft resolution of the items of the agenda and the total number of shareholders and voting rights existing at the date of the invitation shall be made available in electronic form on the Company’s website www.papoutsanis.gr.
The full text of the draft resolutions for any item of the agenda as well as the other documents provided in article 27 paragraph 3(c) and (d) of c.l. 2190/1920 shall be available free of charge hard copy from the Company’s Shareholders Service Department, at the 71st Km National Road Athens-Lamia, Municipality of Halkida (former Municipality of Avlida).
The Board of Directors
6.6.2012