I N V I T A T I O N
are invited to the
ANNUAL GENERAL MEETING
In accordance with Corporate Law 2190/1920 and its amendments as well as the Company Charter, the Board of Directors of J&P-AVAX SA invites shareholders to the Annual General Meeting on Monday, June 25, 2012 at 14:00 at the Company headquarters, located at16 Amarousiou-Halandriou StreetinMarousi,Greeceto discuss the following agenda:
- Approval of the Directors Report and the Auditors Review Report, along with the annual financial accounts for the 01.01.2011-31.12.2011 period
- Profit appropriation and dividend distribution for the 01.01.2011-31.12.2011 period
- Waiver†of responsibility of the Board of Directors and the Auditors for the 2011 financial accounts
- Election of Auditor and a substitute for the 2012 financial accounts
- Approval of remuneration of Board Directors for fiscal 2011, and initial approval of remuneration of Board Directors for fiscal 2012, in accordance with article 24 of Law 2190/1920
- Approval of replacement of Board member
- Election of new Board of Directors, whose term ended
- Approval of participation of the Company in other companies and joint ventures
- Authorisation as per article 23a of Corporate Law2190/1920 for agreements to be signed between the Company and members of its†Board of Directors or related business entities
- Authorisation as per article 23 of Corporate Law2190/1920 to Board Directors for participating in the management of companies with similar activities
- Other announcements
In addition, in the event of failure to reach quorum in the assembly, the Board of Directors invites shareholders to a First Repeat General Meeting on Friday July 06, 2012 at 13:00 at the Company Headquarters. No invitation to the repeat general meeting shall be posted, as per article 29 of Law 2190/1920 and its amendments.
The Company informs shareholders of the following, as per article 26, paras 2 & 2b and article 28a of Law 2190/1920 and its amendments:
PARTICIPATION AND VOTING RIGHTS TO THE GENERAL METING
Participation and voting rights to the Annual General Meeting of June 25, 2012 are offered to shareholders appearing on the Electronic Registry System of Hellenic Exchanges SA at the start of the fifth day prior to the assembly date (record date), ie on Wednesday June 20, 2012, provided the shareholder has deposited to the Company a relevant certificate of share ownership at least three days prior to the assembly date, ie on Friday June 22, 2012 at the latest.
In the event of a repeat general meeting on July 06, 2011, share ownership should be certified for the start of the fourth day prior to the repeat assembly date, ie on July 02, 2012, with the share ownership certificate issued by Hellenic Exchanges SA required to be deposited to the Company three days at the latest prior to the repeat assembly date, ie on July 03, 2012.
Participation and voting rights for the Annual General Meeting of the Companys shareholders are only offered to investors bearing shareholder status on Wednesday, June 20, 2012. In the event of non-compliance to article 28a of Law2190/1920 and its amendments, shareholders require assembly permission to participate. Exercise of participation and voting rights does not require impounding or any other form of withdrawal of shares from free trading between the registry date and the assembly date.
Each share grants one voting right.
PARTICIPATION AND VOTING THROUGH PROXY
Shareholders participating in the general meeting may vote in person or via proxy. Each private shareholder may appoint up to three proxies, and legal entities may appoint up to three persons as proxies. In the event that a shareholder owns shares which appear on more than one investor accounts, this does not limit the shareholder from appointing different proxies for each investor account. A proxy acting on behalf of more than one shareholder, may vote differently for each shareholder.
The Corporate Charter does not provide for the participation to the general meeting of shareholders by electronic means without their physical presence at the assembly venue, via remote electronic voting or by mail, and does not allow for appointing and recalling proxies by electronic means.
A proxy form is available for shareholders in paper form at the Companys Investor Service (16 Amarousiou-Halandriou Street, 15125, Marousi, Greece, tel +30 210 6375000 and in electronic form at the company website www.jp-avax.gr
The proxy form should be filled, signed and deposited to the Company at least three days prior to the assembly date, ie up to June 22, 2012.
Proxies are required to inform the Company prior to the start of the general meeting of shareholders of any event which may be useful for shareholders in assessing the risk of the proxy serving other interests besides those of the represented shareholder. Conflict of interest may arise particularly if the proxy is:
- a shareholder controlling the Company or is an entity controlled by that shareholder
- a member of the Board of Directors of the Company or a senior director or a director to an entity controlling the Company or other entity which controls the Company
- an employee or certified auditor of the Company or a shareholder controlling the Company or other entity which is in turn controlled by the controlling shareholder
- a spouse or relative up to first degree of a person referred to in cases 1 to 3 above.
SHAREHOLDERS MINORITY RIGHTS
v††† Following a petition by shareholders representing 1/20 of the Companys share capital, the Board of Directors:
- is required to append items to the agenda of the general meeting which is already published, provided the petition has been deposited to the Board of Directors at least 15 days prior to the assembly date, ie until June 08, 2012. Additional items must be published or announced at the Boards responsibility, as per article 26 of Law 2190/1920 and its amendments, at least seven days prior to the assembly date, ie up to June 18, 2012. The petition for additional items on the agenda should include a justification or a draft for approval by the general meeting, and the revised agenda must be published in a similar way to the initial agenda at least 13 days prior to the assembly date, ie up to June 12, 2012.
- as per article 27 para 3 of Law 2190/1920 and its amendments, makes available to shareholders at least six days prior to the assembly date, ie up to June 19, 2012, the draft of the decisions for items included in the initial or the revised agenda, provided the petition has been deposited to the Board of Directors at least seven days prior to the assembly date, ie up to June 18, 2012.
- is required to announce to the general meeting the amounts paid in the last two years to each member of the Board of Directors and other senior members of management, as well as any other benefit offered to those persons for any reason or due to a contract. The Board of Directors may refuse to provide this information citing a significant reason, which must be recorded at the assembly minutes.
- Following a petition by any shareholder which is deposited to the Company at least five days prior to the general meeting, ie up to June 19, 2012, the Board of Directors is required to provide to shareholders at the general meeting all requested information for the Companys business affairs, to the extend that this information is useful for evaluating the assembly agenda.
- Following a petition by shareholders representing 1/20 of the Companys share capital, which is deposited to the Company at least five days prior to the assembly date, ie up to June 19, 2012, the Board of Directors is required to provide to shareholders at the general meeting information on the Companys business activity and assets. The Board of Directors may refuse to provide this information citing a significant reason, which must be recorded at the assembly minutes
It should be noted that the exercise of all rights mentioned in this invitation requires that investors provide evidence of their shareholder status and the number of shares under their control while exercising those rights. The shareholder certificate issued by Hellenic Exchanges SA is acceptable proof of shareholder status and control.
Further details regarding those rights and the terms of their exercise are available at the Company website www.jp-avax.gr
The forms which need be deposited at the general meeting as well as the drafts of decisions for each agenda item are available in print form at the Companys Investor Service (16 Amarousiou-Halandriou Street, 15125, Marousi, Greece, tel +30 210 6375000), for receiving copies of the forms. All of the documents as well as the present invitation, the total of outstanding shares and voting rights and proxy voting forms are also available in electronic form at the company website www.jp-avax.gr
Marousi, June 01, 2012
THE MANAGING DIRECTOR