“CENTRIC MULTIMEDIA S.A
Societes Anonymes Reg No 34077/06/Â/95/33
OF THE SHAREHOLDERS TO AN EXTRAORDINARY GENERAL MEETING
The BoD of Centric Multimedia S.A in accordance with law 2190/1920 and its Articles of Association invites its Shareholders to an Extraordinary General Meeting on the 2nd of April, 2012, Monday at 14:00 at the Company premises, at 20 Makriyianni str. to discuss and decide on the items of the agenda below:
- Amendment of Articles 1 and 4 of the Articles of Association;
- Announcements - Other issues.
É. RIGHT TO PARTICIPATE AND VOTE – In the Extraordinary General Meeting of the Shareholders, is entitled to participate any natural or legal person appearing as a shareholder in the records of the Dematerialised Securities System administered by Hellenic Exchanges SA (HELEX), in which are kept the securities (shares) of the Company, at the beginning of the fifth (5th) day prior to the trading day of the 2nd of April 2012, i.e. at the beginning of the trading session of the 28th of March 2012 (record date). Shareholder capacity is evidenced either by delivery of a written relevant certification of HELEX or, alternatively, directly by electronic connection of the Company with the HELEX files. The relevant confirmation of HELEX or the electronic certification regarding the shareholder capacity must have reached the Company’s premises (20 Makriyianni str., Moschato) the latest on the third day before the General Meeting, i.e. until the 30th of March 2012. Vis a vis the Company, only those persons who hold the shareholder capacity at the abovementioned record date have the right to participate and vote in the General Meeting. In case of non compliance by a shareholder to the provisions of article 28a of law 2190/1920, he/she may only participate in the General Meeting upon permission thereby. The exercise of such rights does not presuppose the blocking of the beneficiary's shares neither the adherence to another similar procedure which restricts the possibility of sale and transfer of such shares during the period between the record date and the Extraordinary General Meeting.
In case that the quorum which is required by law is not achieved, the A’ Reiterating Extraordinary General Meeting of the Company, shall take place on 18 April 2012, Wednesday, at 14.00, at the Company’s registered seat, situated at 20 Makriyianni st, and if again the quorum required by law is not achieved, the B’ Reiterating General Meeting shall take place on 2.5.2012, Wednesday, at 14.00 at the Company’s registered seat, situated at 20 Makriyianni st, without the publication of a new invitation. In the Reiterating General Meetings the shareholders may participate under the same above mentioned formal conditions. The capacity of the shareholder must be existent at the beginning of the fourth day prior to the trading day of the reiterating general meeting (i.e. on the 14th of April 2012, record date of the A’ Reiterating General Meeting, and on the 28th of April, record date of the B’ Reiterating General Meeting), whereas the relevant written or electronic certification concerning the shareholder capacity must reach the Company the latest the third day prior to the reiterating general meeting (i.e. on the 15th of April concerning the A’ Reiterating General Meeting and the 29th of April concerning any B’ Reiterating General Meeting).
ÉÉ. PROCESS FOR THE VOTING THROUGH A REPRESENTATIVE
Shareholders may participate and vote in the General Meeting either in person or by proxy.
Each shareholder may appoint up to three (3) proxies and legal entities/shareholders may appoint up to three (3) natural persons as proxies. In cases where a shareholder owns shares of the Company that are held in more than one Investor Securities Account, the above limitation does not prevent the shareholder from appointing separate proxies for the shares appearing in each Account. A proxy who acts for more than one shareholder may cast votes differently for each shareholder.
The appointment and repeal of the shareholders’ proxy is effected in writing and notified to the Company. The Company has made available in its offices at Moschato, 20 Makriyianni str, the forms to be used by the shareholders for the appointment of its proxy(ies). The abovementioned form must be filled-in, signed and submitted by the shareholder to the Company, at Moschato, 20 Makriyianni str, at least three (3) days before the date of the Extraordinary General Meeting. No possibility is provided for participating and exercising the voting rights in the General Meeting by electronic means or post. The shareholder representative is obliged to notify the Company, before the start of the General Meeting, of any specific fact, which may be useful to shareholders in ascertaining the risk that the representative may serve interests, other than the interests of the shareholder.
A conflict of interest may arise in particular when the representative is:
a) A shareholder that exercises control over the Company, or other legal person or entity that is controlled by that shareholder,
b) A member of the Board of Directors or in general of the management of the Company or of a shareholder that exercises control of the Company, or other legal person or entity that is controlled by a shareholder, which exercises control over the Company.
c) An employee or a certified auditor of the Company or a shareholder that exercises control thereover, or of any other legal person or entity that is controlled by a shareholder that exercises control over the Company.
d) A spouse or a relative up to the first degree of one of the natural persons that are mentioned in cases a) to c).
ÉÉÉ. RIGHTS OF MINORITY SHAREHOLDERS
(a) With an application by shareholders, representing one twentieth (1/20) of the paid up share capital, the Company's Board of Directors is bound to include in the General Meeting agenda, additional items if the relevant application reaches the Board of Directors at least fifteen (15) days before the General Meeting. The application for inclusion of additional items on the agenda is accompanied by a justification or a draft decision to be approved at the General Meeting and the revised agenda is published in the same manner, as the previous agenda, thirteen (13) days before the General Meeting date and at the same time it is made available to shareholders on the Company's website, together with the justification or the draft decision having been submitted by the shareholders, pursuant to article 27, par. 3 of law 2190/1920.
(b) With an application by shareholders, representing one twentieth (1/20) of the paid up share capital, the Board of Directors makes available to shareholders, in line with article 27 par.3 of law 2190/1920, at least six (6) days prior to the General Meeting date, draft decisions of items having been included in the initial or possibly revised agenda, if the relevant application has reached the Board at least seven (7) days prior to the General Meeting date.
(c) Upon an application by any shareholder, submitted to the Company at least five (5) full days before the General Meeting, the Board of Directors is bound to provide the General Meeting specific information requested with respect to the Company affairs, to the extent that these are useful for the actual assessment of agenda items. The Board of Directors may decline provision of information for an adequate and substantial reason, mentioned in the minutes. The Board may give a comprehensive reply to shareholders applications with the same content. Information disclosure obligation does not exist, in case the relevant information is already available on the Company's webpage, particularly in the form of questions and answers.
(d) Upon a shareholders’ request, representing one fifth (1/5) of the paid up share capital, submitted to the Company within at least five (5) full days before the General Meeting, the Board is bound to offer the General Meeting information on the progress of corporate affairs and the Company's assets. The Board of Directors may decline provision of information for an adequate and substantial reason, mentioned in the minutes.
In all of the above cases, the requesting shareholders must prove their shareholding capacity and the number of shares that they hold at the time of exercise of the relevant right. Suchh proof consists in the delivery of a certification by HELEX or the certification of shareholding capacity directly through electronic connection of HELEX and the Company..
IV. AVAILABLE DOCUMENTS AND INFORMATION
The information foreseen in article 27 par. 3 of codified law 2190/1920, including this invitation, the process for exercising voting rights through a proxy, the representatives’ appointment and repeal documents and the comments and/or the draft decisions on the items of the agenda will be available, on the Company's webpage http://www.centric.gr. In accordance with article 27 par. 3 cases c, d and e, the text of any documents, draft decisions and forms to be used for the exercise of the voting rights are available also in paper form at the offices of the Company (Moschato, 20 Makriyianni str)
Moschato, March 8th, 2012
The Board of Directors”