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Shareholder Rights

 

Each Company share embodies all the rights and obligations prescribed by the Law and the Company’s Memorandum of Association, which does not include provisions more restrictive than the Law itself. Possession of the share title implies rightfully that its holder consents to the Company’s Memorandum of Association and to the legal resolutions passed by the General Meetings of shareholders.

The Company’s Memorandum of Association does not provide for any special rights in favour of specific shareholders.

The Company’s shares are freely traded. The lot-size is 10 shares.

Shareholders’ liability is limited to the nominal value of held shares. Shareholders participate in the Management and in the Company’s earnings pursuant to the Law and to the provisions of the Memorandum of Association. The rights and obligations emanating from each share are devolved on any universal or special successor of the shareholder.

Shareholders exercise their rights in relation to the Company Management only through the General Meetings.

Shareholders have a preference right over any future increase of the Company’s Share Capital, depending on their participation in the existing share capital, as defined in article 13, paragraph 5 of the Codified Law 2190/1920.

In no case can the shareholder’s creditors and their successors bring about the confiscation or sealing of any asset or of the books kept by the Company, nor can they request its liquidation or winding up, or be in any way involved in the Company’s management.

The registered office of the Company is regarded as the legal domicile of the shareholders with reference to their relations with the Company, irrespective of their real domicile. The shareholders are subject to the Greek Legislation. Any dispute arising between the Company on the one hand and the shareholders or any third party on the other hand, comes under the exclusive jurisdiction of the ordinary courts, whereas the Company can be sued only before the courts of the district where its registered office is located.

Each share provides a voting right. In order for joint holders of a share to have the right to vote, they need to designate to the Company in writing a common representative for that share, who will represent them in the General Meeting. Until designation the exercise of their rights is suspended.

Every shareholder has the right to participate in the General Meeting of the Company’s shareholders, either in person, or by proxy. In order that a shareholder participates in the General Meeting, he should deposit his/her shares in the Company’s Treasury or in the Deposits and Loans Fund or in any Bank in Greece, at least five (5) days prior to the day appointed for the General Meeting. Proxies should be submitted to the Company within the above deadline. Shareholders who do not comply with the above can participate in the General Meeting only after the latter’s permission.

Shareholders who represent 5 per cent of the paid-up Share Capital:

Have the right to request from the Court of First Instance of the district where the Company has its registered office the control of the Company pursuant to articles 40, 40e of Codified Law 2190/1920, and
May request the convention of an Extraordinary General Meeting of shareholders. The Board of Directors is obliged to convene the Meeting within a maximum period of thirty (30) days counting from the day the request was submitted to the Board’s Chairman. Shareholders must specify in their request the issues to be resolved at the General Meeting.
 

Every shareholder may request, ten (10) days prior to the Annual General Meeting, the annual financial statements and the related reports drawn up by the Board of Directors and the Company’s Auditors.

Every shareholder is entitled to a dividend on the day the financial statements are approved by the Annual General Meeting of the shareholders or on any other day decided.

The dividend of each share is paid to the shareholders at a time and place determined by the Annual General Meeting or by the Board per procurationem. The place and manner of payment is announced by the Press.

Dividends not claimed for five years are prescribed in favour of the Greek State.

The procedures for the deposit of shares, that will enable shareholders to participate in the General Meetings of the Company’s shareholders, and for dividend payment are defined in the Procedure of Clearing and Settlement of the Dematerialized Securities System.