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| 05/06/2012 |
GR. SARANTIS S.A. TERNA ENERGY S.A. MARFIN INVESTMENT GROUP HOLDINGS SA LAMDA DEVELOPMENT S.A. NIREUS S.A. NIREUS S.A. MLS MULTIMEDIA S.A. EUROBANK PROPERTIES REIC INTRALOT S.A. PUBLIC POWER CORPORATION SA PUBLIC POWER CORPORATION SA J. & P. - AVAX S.A. SPRIDER STORES S.A MARFIN INVESTMENT GROUP HOLDINGS SA HELLENIC PETROLEUM S.A. S & B INDUSTRIAL MINERALS S.A. MLS MULTIMEDIA S.A. MARFIN INVESTMENT GROUP HOLDINGS SA FLEXOPACK S.A.
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GR. SARANTIS S.A. : Notification of the change in BoD's composition
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Athens, 4.06.2012
Notification of the change in BoD's composition
According to article 2 of the Hellenic Capital Market Commission's Decision 3/347/12-7-2005, GR SARANTIS SA announces that the Board of Directors, at its meeting on June 1, 2012, accepted the resignations of Messrs. Pantazis Sarantis (Non Executive Member) and Nicholas Evangelou (Executive Member), without carrying out their substitution.
The Board has been structured as follows:
Chairman: Gregory Sarantis
Vice Chairman and C.E.O: Kyriakos Sarantis
Executive Members: Konstantinos Rozakeas and Konstantinos Stamatiou
Non - Executive Members: Ekaterini Sarantis and Antonios Agiostratitis
Independent Non - Executive Members: Efstathiou Dimitrios and Emmanouil Souriadakis |
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TERNA ENERGY S.A. : PURCHASE OF TREASURY SHARES
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TERNA ENERGY S.A. informs the investors that, in compliance with article 4 par. 4 of the Regulation no. 2273/2003 of the Commission of the European Communities and according to article 16 of the Codified Law 2190/1920, as amended and currently in force, as well as by virtue of the Decision of the Regular General Assembly of its Shareholders dated 24.05.2012 and the Decision of the Board of Directors dated 25.05.2012, proceeded on June 1, 2012 through the member of the A.S.E. BETA Securities, with the purchase of 20,800 TERNA ENERGY’s shares at an average price of 0.9838 euros per share and at with a total transaction value of 20,462.55 euros. |
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MARFIN INVESTMENT GROUP HOLDINGS SA : Announcement according to Law 3556/2007
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"MARFIN INVESTMENT GROUP HOLDINGS S.A." announces according to Laws 3556/2007 and 3340/2005, resolution1/434/03.07.2007 and Circular no. 33 of the Hellenic Capital Market Commission that on June 01, 2012 Mr. Alexandros Edipidis, Independent Non-Executive Member of the Board of Directors of MIG, acquired 50,000 MIG shares, with total net value of EUR 10,913.08 . |
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LAMDA DEVELOPMENT S.A. : Acquisition of Own Shares
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In accordance with Regulation of the Committee of European Community no 2273/2003, article 4, par.4, LAMDA Development S.A. (“the Company”) announces that following the decision of the Annual General Meeting of the Shareholders of the Company and the Board of Directors’ resolution (dated May 19, 2011) purchased own shares through the Athens Exchange Member Eurobank EFG Securities Investment Firm S.A., as follows:
On June 1, 2012 the Company purchased 600 shares, with average cost price € 1,65 per share and total purchase price € 990,00. |
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NIREUS S.A. : Invitation to Annual General Meeting of Shareholders
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NIREUS AQUACULTURE S.A. REGISTERED OFFICE: Koropi, Attika - REG No.: 16399/06/Â/88/18
INVITATION TO THE ANNUAL GENERAL MEETING OF SHAREHOLDERS
In compliance with the Law and the Company’s Articles of Association and following a decision of the Board of Directors, NIREUS SA invites its shareholders to the Annual Ordinary General Meeting. The meeting will take place on Friday, June 29, 2012, at 15.00 p.m. at the company’s headquarters, 1st km Leof. Koropiou Varis, 19400 Koropi, Attica and will have the following agenda:
Agenda
1. Submission for approval of the Annual Financial and Consolidated Financial Statements for the fiscal year 2011, that have been prepared under I.F.R.S., with the relevant Board of Directors’ and Certified Auditors’ Reports for the aforementioned Financial Statements.
2. Approval for non-distribution of dividend for the fiscal year 2011 (01.01.2011 – 31.12.2011). 3. Release of the members of the Board of Directors and the Auditors of NIREUS SA from any liability for indemnity with respect to the fiscal year 01.01.2011 - 31.12.2011
4. Nomination of regular and substitute Certified Auditors for the fiscal year 01.01.2012 – 31.12.2012 and approval of their fees.
5. Approval of fees and remunerations as per articles 23a & 24, C.L. 2190/1920.
6. Grant of permission to Directors and executive officers of the Company to participate in the management and the Board of Directors of affiliated (pursuant to article 42e, par. 5, C.L. 2190/1920) companies.
7. Grant of approval for the share buy-back of common own shares, in accordance with article 16 section 1 of Codified Law 2190/1920.
8. Grant of approval for the amendment of the terms of the € 19.995.575,10 Convertible Bond Loan issued by the company on 12/7/2007, pursuant to the resolution of the A’ Repeat Extraordinary General Meeting dated 11/4/2007 ( among other terms, the extention of its duration, the amendment of the conversion ratio/price, the increase of the bond nominal value) 9. Grant of authorization to the Board of Director for the specification of the amendment terms and the execution of the agreement with the Bond Holders’ Representative and the execution of all necessary actions in order for the amendment of the terms to be completed.
10. Sundry decisions and announcements.
In case of lack of quorum and pursuant to the provisions of the law and in order to decide upon any of the aforementioned items, the 1st Repeated General Meeting will be held on Wednesday, July 11th 2012 at. 15.00 p.m. at the same place and if no such quorum is achieved again, the 2nd Repeated General Meeting will be held on Monday, July 23rd 2012 at 15.00 p.m. at the same place. New invitations will not be published.
Á. VOTING RIGHTS AND PARTICIPATION PROCEDURE-VOTING BY PROXY
Eligible to participate in the Annual General Meeting of the company’s Shareholders to be held on 29/6/2012 is any Shareholder who is registered as such with the registry of the Dematerialized Securities System managed by Hellenic Exchanges S.A. (“HELEX”). Proof of shareholder status on the Record Date should be obtained through a relevant written certification from HELEX or alternatively through the direct electronic link-up of the Company with the records of HELEX.
Shareholder’s status should exist on June 24th 2012 (Record Date), i.e. at the beginning of the fifth (5th ) day before the date of the Annual General Meeting, while the relevant written certification or electronic proof should be submitted to the Company by June 26th 2012 at the latest, i.e. on the third (3rd) day before the date of the General Meeting.
For the 1st Repeated General Meeting, to be held on July 11th 2012, shareholder’s status must exist on July 7th 2012 ( Record Date), i.e. at the beginning of the 4th day before the date of the 1st Repeated General Meeting, while the relevant written certification or electronic proof should be submitted to the Company by July 8th 2012 at the latest, i.e. on the third (3rd) day before the date of the General Meeting.
For the 2nd Repeated General Meeting, to be held on July 27th 2012, shareholder’s status must exist on July 19th 2012 (Record Date), i.e. at the beginning of the 4th day before the date of the 2nd Repeated General Meeting, while the relevant written certification or electronic proof should be submitted to the Company by July 20th 2012 at the latest, i.e. on the third (3rd) day before the date of the General Meeting.
Any shareholder who is not in compliance with the provisions of article 28a of C.L.2190/1920 may participate in the General Meeting only after the Meeting has provided relevant authorization.
The exercise of the above rights does not require shareholders to block their shares or comply with any other relevant procedures, which limit the ability to sell or transfer their shares in the time period between the record date and the date of the General Meeting.
Shareholders, holders of common shares who are eligible to attend the General Meetings may vote either in person or through a proxy. Each shareholder may appoint up to 3 proxies. Legal entities may participate in the General Meeting by appointing up to 3 natural persons as their representatives.
If a Shareholder holds shares that are held in more than one securities account, the Shareholder may appoint different proxies for the shares that are held in each securities account.
A proxy who acts for more than one Shareholder may vote differently on behalf of each Shareholder.
The proxy is obliged to disclose to the Company before the commencement of the General Meeting any specific fact that would be useful to Shareholders in order to determine whether there is a risk of the proxy serving interests other than the Shareholder’s interests. Within the context of this paragraph, conflict of interest may arise in cases where the proxy: a) is a controlling shareholder of the Company or is another legal entity or entity controlled by that shareholder; b) is a member of the Board of Directors or of the management team of the Company or of a shareholder controlling the Company, or of another legal person or entity controlled by a shareholder controlling the Company; c) is an employee or certified public accountant of the Company or of a shareholder controlling the Company, or of another legal person or entity controlled by a shareholder controlling the Company; d) is the spouse or a first- degree relative of one of the natural persons referred in cases a to c.
The provision of proxy or its cancellation, should be submitted to the Company within at least three (3) days prior to the General Meeting.
The form for the appointment of proxy is available at the Company’s website www.nireus.gr and at the Company’s Head offices ( tel +210-6698335). The proxy form should be submitted, completed and signed, to the Company’s Head offices, 1st km Leof.Koropiou Varis,19400 Koropi,Attica or sent by fax to +210-6626804 to the attention of Mrs Kotsovou, at least three (3) days prior to the General Meeting.
Senders are kindly requested to verify the successful receipt of the proxy by the Company by calling the number +210-6698335.
The possibility of participation in the General meeting electronically without the physical presence of the shareholder or the possibility of distance voting is not yet available.
Â. MINORITY RIGHTS
(a) At the request of Shareholders representing 1/20 of the paid-up share capital, the Board of Directors shall be obliged to include additional items to the agenda of the General Meeting, provided that the relevant request is received by the Board of Directors within at least 15 days prior to the General Meeting, i.e. by June 14th 2012. That request to have additional items included in the agenda shall be accompanied by the reasons for such inclusion or a draft decision for approval by the General Meeting and the revised agenda shall be published in the same manner as for the previous agenda, 13 days before the date of the General Meeting, i.e. by June 16th 2012 and shall also be made simultaneously available to Shareholders at the Company’s website, along with the reasoning or draft decision submitted by the Shareholders, according to the provisions of article 27 par.3 of C.L. 2190/1920.
(b) At the request of Shareholders representing 1/20 of the paid-up share capital, at least 6 days before the date of the General Meeting, i.e. at the latest by June 23rd 2012, the Board of Directors is obliged to provide Shareholders, according to article 27, par.3 of Codified Law 2190/20, with drafts of decisions on the items, which have been included in the initial or revised agenda, if a request to that effect is received by the Board of Directors at least 7 days before the date of the General Meeting, i.e. latest by June 22nd 2012.
(c) Following a request submitted by any Shareholder to the Company within at least 5 full days prior to the General Meeting, i.e. at the latest by June 23th 2012, the Board of Directors shall be obliged to provide the General Meeting with the requested specific information on the Company’s business affairs, to the extent that it may be useful for the actual assessment of the items on the agenda. The Board of Directors may decline the provision of the information requested for a very significant reason which is mentioned in the minutes. The Board of Directors may provide a single response to shareholders’ requests with the same content. The obligation to provide information does not apply in the event that the information requested is already available at the Company’s website, especially in the form of questions and answers.
(d) Following a request by shareholders representing one twentieth ( 1/20) of the paid-up share capital,the Board of Directors must announce to the General Meeting, the amounts which during the last two years were paid to each member of the Board of Directors or the managers of the company, as well as any benefit to these persons for any reason or any contract between them and the company. The Board of Directors may decline to provide information if a very significant reason exists which must be mentioned in the minutes. Such reason may be, depending on the case, the representation of the requesting shareholders in the Board of Directors according to par. 3 or 6 of article 18 of C.L. 2190/1920.
(e) At the request of Shareholders representing 1/5 of the paid-up share capital, which shall be submitted to the Company at least 5 full days prior to the General Meeting, i.e. at the latest by June 24thth 2012, the Board of Directors shall be obliged to provide the General Meeting with information on the course of corporate affairs and the state of the Company’s assets. The Board of Directors may decline the provision of the information requested for a very significant reason which is mentioned in the minutes.
Respective time-limits for the exercise of minority rights are applicable in case of Repeated General Meetings.
In all the above cases where the respective rights are exercised, the applicant shareholders are obliged to demonstrate their status as shareholders, as well as the number of shares they hold, at the time of the exercise of their right. The shareholder’s status shall be certified by means of the online connection between HELEX and the Company.
C. AVAILABLE DOCUMENTS AND INFORMATION
The present invitation, the draft resolutions proposed by the Board of Directors, the proxy form and any other information of article 27, section 3 of the Codified Law 2190/1920, including shareholders’ rights, are available at the Company’s website www.nireus.gr
D. ANNOUNCEMENT FOR THE TOTAL AMOUNT OF SHARES AND VOTING RIGHTS NIREUS SA announces that on 05/06/2012, the date of the publication of the Invitation to the Annual Ordinary Shareholders Meeting that will be held on 29.06.2012 to the Listed Companies Press Releases of the Athens Exchange S.A., the company’s share capital consists of 63.652.283 common registered shares with equal voting rights, from which 22.390 are treasury shares. This announcement is made in compliance with the regulations of Law 2190/1920 (article 27 par 3.b).
KOROPI, 31/5/2012
THE BOARD OF DIRECTORS |
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NIREUS S.A. : Invitation to General Meeting of Bondholders
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NIREUS AQUACULTURE S.A. REGISTERED OFFICE: Koropi, Attika - REG No.: 16399/06/Â/88/18
INVITATION TO THE GENERAL MEETING OF THE BONDHOLDERS
In compliance with the Law and the Company’s Articles of Association and following a decision of the Board of Directors, NIREUS SA invites bondholders of the euro 19.995.575,10 Convertible Bond issued by our company , to a General Meeting of Bondholders to be held on Friday, June 29, 2012, at 14.00 p.m. at the company’s headquarters, 1st km Leof. Koropiou Varis, 19400 Koropi, Attica and will have the following agenda:
Agenda
Grant of approval for the amendment of the terms of the € 19.995.575,10 Convertible Bond Loan issued by the company on 12/7/2007, pursuant to the resolution of the A’ Repeat Extraordinary General Meeting dated 11/4/2007 ( among other terms, the extention of its duration, the amendment of the conversion ratio/price, the increase of the bond nominal value)
Bondholders, whose bonds have been dematerialised and their representatives who wish to participate in the General Assembly must submit to the Representative of Bondholders “EFG EUROBANK ERGASIAS S.A. (Reg.N. 6068/06/B/86/07), Shareholders’ Registry, 8 Iolkou Str. (Building A), 142 34 Nea Ionia, tel. +30 210 35.23.300, two (2) full days prior to the Assembly a certification of Proof of bondholder status on the Record Date (22/6/2012) by Hellenic Exchanges SA (HELEX), together with any representation documents according to the provisions of clause 10.9. of the Convertible Bond Loan .
Bondholders, whose bonds have not been dematerialised yet and their representatives who wish to participate in the General Assembly must submit to the Representative of Bondholders “EFG EUROBANK ERGASIAS S.A. (Reg.N. 6068/06/B/86/07), Shareholders’ Registry, 8 Iolkou Str. (Building A), 142 34 Nea Ionia, tel. +30 210 35.23.300, two (2) full days prior to the Assembly their titles or the relevant certificates of deposit to any officially approved bank in Greece or abroad , together with any representation documents.
Every bondholder (person or legal entity) may nominate up to three representatives (persons) .
The exercise of voting rights is not allowed by mail or electronic means.
In case of lack of quorum and pursuant to the provisions of the law and in order to decide upon any of the aforementioned items, the 1st Repeated General Meeting will be held on Wednesday, July 11th 2012 at. 15.00 p.m. at the same place and if no such quorum is achieved again, the 2nd Repeated General Meeting will be held on Monday, July 23rd 2012 at 15.00 p.m. at the same place.
KOROPI, 31/5/2012
THE BOARD OF DIRECTORS
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MLS MULTIMEDIA S.A. : BUY BACK
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In accordance with Regulation of the Committee of European Community no 2273/2003, article 4, par.4, MLS MULTIMEDIA S.A. announces that following the decision of the Annual General Meeting of the Shareholders of the Company (dated June 30, 2010) and the Board of Director’s resolution (dated March 15, 2012) purchased 1.625 own shares on Friday June 1, 2012 with average cost price €2,0297 per share and total purchase value €3.298,20 through the Athens Exchange Member Alpha Finance S.A. |
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EUROBANK PROPERTIES REIC : ANNOUNCEMENT ACQUISITION OF OWN SHARES
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Marousi, 05 June 2012
In accordance with the Regulation of the Committee of European Community no 2273/2003, article 4,par 4, Eurobank Properties REIC ( 'the Company') announces that following the decision of the Annual General Meeting of the Shareholders of the Company( dated April 6th 2011) and the Board of Director's resolution ( dated April 7th 2011), purchased, own shares through the Athens Exchange Eruobank EFG Securities Investment Firm S.A. as follows:
On June 01, 2012 the Company purchased 3.400 shares, with average price €3,05 per share and a total purchase price €10.364 |
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INTRALOT S.A. : Press Release: INTRALOT launches online & mobile betting in South Africa
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INTRALOT’s subsidiary in South Africa, INTRALOT South Africa, announces the launch of its fixed odds betting websites, www.justbet.co.za and mobi.justbet.co.za, where players will have the opportunity to choose their winning bets and get amazing betting odds. The new websites went live on June 1st. Based on state-of-the-art technology and the implementation of multiple security related features and processes, the new websites will provide a unique gaming experience to all betting fans.
Dr. Yannis Rondiris, Managing Director of Africa Sub-Sahara Region of the INTRALOT Group, stated: “With our new websites we are offering to our customers in Western Cape, and countrywide, the opportunity to bet online in a responsible way at any time and at any place of their convenience. The trend-setter of the gaming sector worldwide, INTRALOT, has brought innovation to South Africa with pioneering gaming solutions that satisfy all players’ needs and habits.”
INTRALOT’s licence covers sports and horse racing betting facilities in the area of Western Cape in South Africa and Internet, Telephone and Mobile betting for players countrywide. INTRALOT South Africa operates betting under the brand JUSTBET. INTRALOT sports betting includes a broad variety of sports, with emphasis on football (soccer), rugby, cricket, tennis, and selected golf events, the most popular sports in South Africa. |
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PUBLIC POWER CORPORATION SA : CLARIFICATIONS ON REUTERS INTERVIEW
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ANNOUNCEMENT
With respect to the interview of PPC’s Chairman and CEO, Mr. Arthouros Zervos, which was published in the international news agency Reuters, PPC clarifies that:
References regarding the imminent risk of power shortages are not true.
PPC's Chairman having been asked about the overdues of third parties to the Ďperator of Electricity Market (LAGIE SA), he stressed the need for reinforcement of LAGIE SA’s liquidity in order to ensure the smooth operation of the Greek electricity market. Furthermore, he stated that PPC has settled the total of its dues towards LAGIE.
The cash reserves of about €170m. mentioned in the interview refer to 31/3/2012.
PPC’s management states that there is a close cooperation among the competent bodies, for the efficient handling of the matter the sooner possible.
Athens,5th of June 2012 |
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PUBLIC POWER CORPORATION SA : Comment on press article regarding PPC's obligations
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ANNOUNCEMENT
With respect to a press article published on June 3rd, 2012, PPC clarifies that the amount of €1,200m mentioned as "unpaid obligations of PPC by the end of March" do not constitute obligations of PPC to third parties but overdue receivables from PPC's clients, which at the end of March, amounted to €1,167m (excluding bill settlements via installments).
Athens, June 5, 2012 |
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J. & P. - AVAX S.A. : ANNOUNCEMENT ON IMPORTANT TRADE INFORMATION (LAW 3556/2007)
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In accordance with Law 3556/2007 as well as decisions 1/434/03.07.2007 and 33/03.07.2007 of Greece’s Capital Markets Commission, J&P-AVAX SA announces the purchase on 01.06.2012 of 300 shares of J&P-AVAX SA for a consideration of euro 302.28 by D&S JOANNOU (INVESTMENTS) LTD a legal entity related to Board Chairman Mr Leonidas Joannou and Executive Director Mr Christos Joannou.
Marousi, 05 June 2012
Corporate Disclosure Service |
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SPRIDER STORES S.A : PUBLICATION OF SPRIDER STORES FY 2011 FINANCIAL STATEMENTS
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Tuesday, June 5, 2012
SPRIDER STORES S.A. announces that the Financial Data and Information and the Annual Financial Report under the IFRS for FY 2011 will be published on Friday, June 8, 2012 and will be available at the corporate website www.spriderstores.com as well as in the website of Athens Exchange at the address www.athex.gr.
The company with another press release will inform investors concerning the issue date of the interim financial statements of Q1 2012. |
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MARFIN INVESTMENT GROUP HOLDINGS SA : DRAFT OF AMENDMENTS OF THE ARTICLES OF INCORPORATION
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MARFIN INVESTMENT GROUP HOLDINGS S.A. hereby announces that according to article 19 of Law 3556/2007 the Annual General Meeting of the Shareholders of the Company which will take place on Friday 29.6.2012 at 5:00 p.m. will deliberate, inter alia, on the amendment of the Articles of Incorporation of the Company, a draft of which has been uploaded on the websites of the Company (www.marfininvestmentgroup.gr) and Athens Exchange (www.athex.gr). See attached files Draft of Amendments of Articles of Incorporation
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HELLENIC PETROLEUM S.A. : INVITATION FOR THE SHAREHOLDERS TO THE ANNUAL GENERAL MEETING
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INVITATION FOR THE SHAREHOLDERS OF THE COMPANY
HELLENIC PETROLEUM SA
(S.A.REG. No. 2443/06/B/86/23)
TO THE ANNUAL GENERAL MEETING
(FISCAL YEAR 1.1.2011-31.12.2011)
Pursuant to the Law and the Company’s Articles of Association and, following the Board of Directors’ decision no.1183 taken during its meeting at 29/05/2012, the Shareholders of the Societe Anonyme under the name HELLENIC PETROLEUM SA are invited to attend the company’s Annual General Meeting of Shareholders to be held at the Company's premises at Aspropyrgos (17th km of Athens - Corinth National Road), on Thursday 28th June 2012 at 12:00 p.m., in order to discuss and decide upon the following items of the Agenda:
- Management review of the 36h corporate fiscal year (1.1.2011 – 31.12.2011) and submission of the Board of Directors’ management report as well as the Certified Auditors' report for the annual financial statements in accordance with the International Financial Reporting Standards, , including the Group’s consolidated financial statements, for fiscal year 2011.
- Approval of the company’s financial statements and the Group’s consolidated financial statements, in accordance with the International Financial Reporting Standards, together with relevant reports for fiscal year 2011.
- Profit distribution approval.
- Acquittal of the Board of Directors members and Auditors from any liability for compensation for fiscal year 2011, pursuant to article 35 of Codified Law 2190/1920.
- Approval of remuneration and fees to the members of the Board of Directors for 2011 and determination of 2012 remuneration and fees.
- Approval of remuneration to the Chairman of the Board of Directors and the Chief Executive Officer for 2011 and determination of their remuneration for 2012.
- Appointment of Certified Auditors for fiscal year 2012, in accordance with the provisions of the Company’s Articles of Association and determination of their remuneration.
- Approval of the Resolution of the Board of Directors on granting of stock options for the fiscal year 2011, in accordance with article 2 of the applicable Stock Option Plan.
- Approval of the change in the composition of the Audit Committee in accordance with the provisions of article 37 of Law 3693/2008.
In accordance with articles 26.2b and 28a of the C.L. 2190/20, as amended and supplemented by, respectively, articles 3 and 6 of Law 3884/2010, the Company informs shareholders of the following:
A. RIGHT TO PARTICIPATE AND VOTE IN THE ANNUAL GENERAL MEETING
Any shareholder of the Company is entitled to participate and eligible to vote at the Annual 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 Hellenic Exchanges S.A. (“HELEX”), recording the shares of the Company has the right to participate in the Annual General Meeting of 28 June 2012. Verification of the shareholder status on the Record Date will be obtained through the direct electronic link of the Company with the records of HELEX. Proof of qualification should exist at the latest by 23.06.2012, that is the fifth (5) day prior to the Annual General Meeting of 28 June 2012 (record date). The aforementioned deadline applies for shareholders who are legal entities and must submit their representation documents in accordance with the law.
Only those who qualify as shareholders on the aforementioned Record Date are entitled to participate and vote in the General Meeting. Shareholders not complying with the provisions of article 28a of C.L. 2190/1920 may participate in the General Meeting only after the Meeting has authorized them to do so.
The exercise of the above rights 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 Annual 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 Annual General Meeting by appointing up to 3 individuals as proxy holders.
The proxy holder is obliged to disclose to the Company, before the commencement of the Annual 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:
(i) Is a controlling shareholder of the Company, or is another entity controlled by such shareholder;
(ii) Is a member of the Board of Directors or the management of the Company, or of a controlling shareholder or another entity controlled by the controlling shareholder;
(iii) Is an employee or an auditor of the Company, or of a controlling shareholder or an entity controlled by such shareholder;
(iv) 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 Annual 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.helpe.gr). These forms, completed and signed by the shareholder must be submitted to the Company’s Shareholders Department: Chimarras 8A ,15125, Maroussi, Athens, Greece (Contact Persons: Mrs. Chrisoula Gonianaki and Mrs. Georgia Lampou) or by fax: +30 210 6302986, +30 210 6302987 or by email: cgonianaki@helpe.gr, glampou@helpe.gr, or ir@helpe.gr, at least 3 days before the date of the Annual General Meeting. This applies also in the case of a RepeatGeneral Meeting. The shareholders are requested to verify the successful dispatch of the form and receipt thereof by the Company at +30 210 6302979, +30 210 6302980.
The Company’s Articles of Association do not provide for participation in the Annual General Meeting by electronic means, without the shareholder being physically present at the Meeting, nor for distance voting through electronic means or correspondence.
C. MINORITY SHAREHOLDERS RIGHTS
- Shareholders representing 1/20 of the paid-up share capital may request from the Board of Directors of the Company to include in the Annual General Meeting Agenda additional items, provided that the relevant request is communicated to the Board at least 15 days before the Annual 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 Annual General Meeting. The revised agenda is made available in the same manner as the initial agenda 13 days before the Annual 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 27 paragraph 3 of C.L. 2190/1920.
- 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 27 paragraph 3 of C.L. 2190/1920, at least 6 days before the Annual General Meeting, if the relevant request is communicated to the Board of Directors at least 7 days before the General Meeting.
- Following the request of any shareholder, communicated to the Company at least 5 full days before the Annual 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.
- Following a request of shareholders representing 1/5 of the paid-up share capital, which is communicated to the Company 5 complete days before the Annual 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 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.
AVAILABLE DOCUMENTS
The full, unabridged text of the draft resolutions and any documents referred to in points (c) and (d) of paragraph 3 of article 27 of C.L. 2190/1920 may be obtained in hard copies from the Company’s Shareholders Services Department located at HELPE’s headquarters on Chimarras Str. 8A, Maroussi.
AVAILABLE INFORMATION
The information mentioned in article 27 paragraph 3 of C.L. 2190/1920 will be made available in electronic form on the Company’s website (www.helpe.gr ).
The Company’s Shareholders Services Department offices (tel. +302106302979, +302106302980, fax: +302106302986, +302106302987) will be open daily from 9.00 am to 2.00 pm.
Maroussi, 29 May 2012
By order of the Board of Directors
Christos- Alexis Comninos
CHAIRMAN OF THE BOARD OF DIRECTORS
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S & B INDUSTRIAL MINERALS S.A. : Announcement pursuant to Law 3556/2007
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S&B Industrial Minerals S.A. announces pursuant to Law 3556/2007 in combination with article 11 of Decision 1/434/03.7.2007 of the Hellenic Capital Market Commission that Ms. NOMIKOU KALYPSO-MARIA purchased on 31/5/2012, 868 common shares of our company of a total value of Euro 4,079.60.
This transaction has been duly acknowledged to the Company pursuant to article 13 of Law 3340/2005 by Ms Kalypso-Maria Nomikou, under her capacity as non executive member of the Board of Directors. |
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MLS MULTIMEDIA S.A. : INVITATION FOR THE ORDINARY GENERAL MEETING
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INVITATION
TO THE SHAREHOLDERS OF THE COMPANY UNDER THE BUSINESS NAME: “MLS MULTIMEDIA S.A.”
(REGISTRATION NUMBER A.P.M.A.E. 34194/06/B/95/14)
FOR THE ORDINARY GENERAL MEETING
In accordance with the law and the Company’s Articles of Association, the Company invites its shareholders to the Ordinary General Meeting on Friday, June 29th, 2012, to be held at15:00 at the Company’s headquarters at No. 79 17 Noembriou str, Pylaia,Thessaloniki,Greece, in order to discuss and decide upon the following issues pertaining to the daily agenda:
- Submission and approval of the Company’s Financial Statements for the fiscal year 01/01/2011-31/12/2011 and of the Reports made by the Board of Directors and the Auditor. Decision upon distribution (or non distribution) of the profit shares.
- Discharge of the members of the Board of Directors as well as the Auditor from any liability for indemnity with the respect to the fiscal year 01/01/2011- 31/12/2011.
- Election of Auditors for the fiscal year 01/01/2012- 31/12/2012 and the determination of their fees.
- Approval of agreements and remuneration of the members of the Board of Directors and pre- approval of new remuneration of its members.
- Granting authorization to members of the Board of Directors to exercise professional acts belong to some of the corporate purposes.
- Share buy back programm to article 16 of Codified Law 2190/1920
- Approval of substitution of a member of the Board of Directors and a member of the Control Committee.
- Approval of agreement with a member of the board of Directors.
- Amendment of article 9 of the Company’s Articles of Association.
- Election of the new Board of Directors.
- Ratification of the resolutions of the Board of Directors.
- Announcements.
Any shareholder who is listed in the dematerialized securities system files, managed by Hellenic Exchanges S.A. (HELEX), where the Company’s shares are kept, is entitled to vote at and participate in the Annual General Meeting.
Proof of shareholder status is evidenced either through written confirmation from “HELEX” or, alternatively through the Company’s electronic connection with “HELEX” files.
Shareholder capacity must be in force on the record date which is Sunday, June 24th, 2012, namely five days prior to the General meeting date on Friday, June 29th, 2012 and the relevant electronic certification concerning shareholder capacity must have reached the Company no later than three days before the General Meeting, on Tuesday, June 26th, 2012.
Any entity bearing shareholder capacity on the relevant Registration Date is entitled, vis-à-vis the Company, to participation and voting rights in the General Meeting. In case of non compliance with the provisions of article 28a of Codified Law 2190/1920, the shareholder in question will participate in the General Meeting only on the condition that permission is granted by the latter.
It is noted that the exercise of such participation and voting rights does not presuppose the blocking of the beneficiary’s shares nor the adherence to another similar procedure which restricts the possibility of the sale and transfer of such shares during the period between the Registration Date and the Ordinary General Meeting.
Shareholders may participate in the General Meeting and vote 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’s Securities Account, the above limitation does not prevent the shareholder from appointing separate proxies for the shares appearing in each Account. A proxy holding proxies from several shareholders may cast votes differently for each shareholder.
A plenipotentiary document for appointing representatives must be filled-in, signed and submitted to the Company’s headquarters, at No. 79 17 Noembriou str.,Pylaia, Thessaloniki, Greece or sent via fax (+30 2310929090), at least three (3) days before the date of the Ordinary General Meeting. The Company’s Articles of Association does not foresee the possibility of participation of the shareholders in the General Meeting by electronic means, without the physical presence of its shareholders at its premise or the distance participation of shareholders in the voting process.
The representative is obliged to notify the Company, before the start of the Ordinary General Meeting, of any specific fact, which may be useful to shareholders in ascertaining whether there is a risk that the representative may serve other interests, besides the interests of the shareholder.
A conflict of interests 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 such a shareholder,
b) A member of the Board of Directors or the management of the Company in general, or a shareholder that exercises control of the Company, or other legal person or entity that is controlled by that shareholder, which exercises control over the Company.
c) An employee or a certified auditor of the Company or controlling shareholder of the Company or other legal person or entity that is controlled by a controlling shareholder
d) A spouse or a first-degree relative with any one of the physical persons that are mentioned in cases a) to c).
Shareholders, representing one twentieth (1/20) of the Company’s paid up share capital, are entitled to request that the Company’s Board of Directors include additional agenda items in the General Meeting if the relevant application reaches the Board of Directors at least fifteen (15) days before the General Meeting. The application for the inclusion of additional items on the agenda is accompanied by a justification or a draft decision to be approved at the Ordinary General Meeting and the revised agenda is published, as in the case of the previous agenda, thirteen (13) days before the Ordinary General Meeting date. At the same time, the revised agenda is made available to shareholders by being posted on the Company’s website, together with the justification or the draft decision having been submitted by shareholders, pursuant to article 27, par. 3 of Codified Law 2190/1920.
Shareholders, representing one twentieth (1/20) of the Company’s paid up share capital are entitled to request that the Board of Directors makes available to shareholders, in line with article 27 par. 3 of Codified Law 2190/1920, at least six (6) days prior to the General Meeting date, the draft decisions of items which have 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 Ordinary General Meeting date.
After an application by any shareholder for specific information, submitted to the Company at least five (5) full days before the Annual General Meeting, the Board of Directors is bound to offer the requested specific information with respect to the Company’s affairs, to the extent that the requested information is useful for the actual assessment of agenda items at the General Meeting. The Board may give a comprehensive reply to shareholders’ applications with the same content. Information disclosure liability does not exist, in case the relevant information is already available on the Company’s webpage, particularly in the form of questions and answers.
Shareholders representing one fifth (1/5) of the paid up share capital may request the Board to offer information on the progress of corporate affairs and the Company’s assets at the General Meeting. This request must be submitted to the Company at least five (5) full days before the General Meeting.
In all the above cases, shareholders must prove their capacity as a shareholder during the exercise of such right. Such evidence may be considered the submission of a certificate form by Hellenic Exchanges S.A. or the certification of shareholder identity with direct electronic connection between Hellenic Exchanges S.A. in our Company.
The information and documents foreseen in article 27 par. 3 of Codified Law 2190/1920, as applicable, will be available on the Company’s website www.mls.gr , as well as in hard copies at the Company’s headquarters, at No. 79 17 Noembriou str., Pylaia,Thessaloniki,Greece.
Thessaloniki, 01.06.2012
THE BOARD OF DIRECTORS
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MARFIN INVESTMENT GROUP HOLDINGS SA : Announcement according to Law 3556/2007
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"MARFIN INVESTMENT GROUP HOLDINGS S.A." hereby announces, according to Laws 3556/2007 and 3340/2005, resolution1/434/03.07.2007 and Circular no. 33 of the Hellenic Capital Market Commission that on June 05, 2012 Mr. Andreas Vgenopoulos, Chairman of the Board of Directors of MIG, acquired 290,000 MIG shares, with total net value of EUR 55,882.14. |
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FLEXOPACK S.A. : Notice for Annual Ordinary General Meeting
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NOTICE
To the shareholders of the Anonymous Company under the name «FLEXOPACK ANONYMOUS COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY» and with distinctive title «FLEXOPACK S.A.», for the Annual Ordinary General Meeting.
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The Board of Directors of the Anonymous Company under the name «FLEXOPACK ANONYMOUS COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY» and with distinctive title «FLEXOPACK S.A.», (hereinafter the «Company»), invites pursuant to the Law and to the Articles of Association, the messieurs shareholders of the Company to the Annual Ordinary General Meeting on Friday the 29th of June 2012 at 16:00 at the registered offices of the Company situated at Koropi Attica (position Tzima, rural road of Ifaistou), in order to discuss and to adopt resolutions on the following agenda topics:
1. Submission for approval of the Annual Financial Statements (corporate and consolidated) concerning the fiscal year 2011 (01.01.2011-31.12.2011), and of the entire Financial Report for the said fiscal year.
2. Submission for approval of the Annual Management Report of the Board of Directors and of the Report of the Auditors for the Annual Financial Statements (corporate and consolidated) concerning the fiscal year 2011 (01.01.2011-31.12.2011).
3. Approval of the disposal (distribution) of profits and of the non distribution of dividend.
4. Discharge of the Directors of the Board of Directors and of the Auditors of the Company from any compensation liability deriving from the facts and from the management during the fiscal year 2011 (01.01.2011-31.12.2011) as well as from the Annual Financial Statements of the fiscal year 2011.
5. Election of one (1) Ordinary and of one (1) Deputy Chartered Auditor from the Registry of Chartered Auditors for the audit of the Annual and of the Semiannual Financial Statements (corporate and consolidated) of the current fiscal year 2012 (01.01.2012-31.12.2012) and determination of their remuneration.
6. Approval of the fees and remuneration paid to the Directors of the Board of Directors during the fiscal year 2011 (01.01.2011-31.12.2011) and determination of new fees, salaries and remuneration of the Directors of the Board of Directors for the current fiscal year 2012 (01.01.2012-31.12.2012).
7. Granting of approval-authorisation to the Directors of the Board of Directors and to the Managers of the Company in order to conduct acts which fall within any of the purposes pursued by the Company on behalf of third parties as well as for their participation in Boards of Directors or in the Management of Companies of the Group pursuing same or similar purposes, in accordance with article 23 paragraph 1 of the Codified Law 2190/1920.
8. Amendment of articles 23, 24, 25, 33 and 34 of the Articles of Association of the Company pursuant to articles 26, 27, 28a, 39 and 43a of the Codified Law 2190/1920, as applicable today.
9. Other Issues - Various Announcements.
In the event of not achieving the required by law quorum regarding the adoption of a resolution on the agenda topics, the potential A Repetitive Annual Ordinary General Meeting will be held on Tuesday the 10th of July 2012 at 16:00 at the same place, on the same agenda topics.
Pursuant to article 26 paragraph 2b and 28a of the Codified Law 2190/1920, as applicable after its amendment by articles 3 and 5 of the Law 3884/2010, the Company informs the shareholders on the following:
A. RIGHT TO PARTICIPATE AND TO VOTE
Eligible to participate in the Annual Ordinary General Meeting is anyone who is shown as shareholder in the registry of the Dematerialized Securities System managed by the «Hellenic Exchanges S.A. Holding, Clearing, Settlement and Registry». (HELEX), in which the securities (shares) of the Company are kept. The proof of the shareholder status is performed through the presentation of the relevant written certification of the above authority or alternatively through the direct electronic linkup of the Company with the records of the said authority. The shareholder status must exist on 24.06.2012 (record date), that is by the commencement of the fifth (5th) day prior to the day of the convocation of the General Meeting of 29.06.2012 and the relevant confirmation or the electronic certification regarding the shareholder status must be submitted to the Company the latest on 26.06.2012, that is the third (3rd) day prior to the convocation of the General Meeting. Those among the shareholders who are legal persons must within the same timeframe deposit pursuant to the Law their legalisation documents.
For the A Repetitive Annual Ordinary General Meeting the shareholder status must exist on the commencement on 06.07.2012 (recorddateoftheARepetitiveGeneralMeeting), i.e. on the fourth (4th) day prior to the date of the convocation of the A Repetitive Annual Ordinary General Meeting (record date of the A Repetitive Ordinary General Meeting), while the relevant written confirmation or the electronic certification regarding the shareholder status must be received by the Company the latest on 07.07.2012, i.e. on the third (3rd) day prior to the convocation of the above General Meeting. Those among the shareholders who are legal persons must within the same timeframe deposit pursuant to the Law their legalisation documents.
Eligible to participate and to vote in the General Meeting, is considered by the Company, only who holds the shareholder status on the relevant record date. In case of non compliance with the provisions of article 28a of the Codified Law 2190/1920, the said shareholder may participate in the General Meeting only upon its permission.
It is noted that the exercise of the said rights (to participate and to vote) does not require the shareholder to block his shares or to comply with any other relevant formalities, which limit the ability to sell and to transfer the shares in the time period between the record date and the date of the General Meeting.
B. MINORITY RIGHTS OF SHAREHOLDERS
Pursuant to article 39 paragraph 2, 2a, 4 and 5 of the Codified Law 2190/1920 the shareholders have among others the following rights:
a) At the request of shareholders representing one twentieth (1/20) of the paid up share capital, the Board of Directors ofthe Company shall be obliged to enter additional topics on the agenda of the General Meeting, provided that the relevant request is received by the Board of Directors by 14.06.2012, that is within at least fifteen (15) days prior to the Annual Ordinary General Meeting. That request to have additional topics included in the agenda shall be accompanied by the reasons for such inclusion or a draft of decision for approval by the General Meeting and the revised agenda shall be published in the same manner as for the previous agenda, on 16.06.2012, that is within thirteen (13) days prior to the date of the Annual Ordinary General Meeting, and shall also be made simultaneously available to the shareholders on the Company’s website (see below), along with the reasoning or the draft of decision submitted by the shareholders pursuant to those provided in article 27, paragraph 3 of the Codified Law 2190/1920.
b) At the request of shareholders representing one twentieth (1/20) of the paid up share capital, the Board of Directors is obliged to provide shareholders, pursuant to those provided in article 27, paragraph 3 of the Codified Law 2190/1920, the latest by 23.06.2012, that is within at least six (6) days prior to the date of the General Meeting, with drafts of decisions on the topics, which have been included in the initial or the revised agenda, if a request to that effect is received by the Board of Directors by 22.06.2012, that is within at least seven (7) days prior to the date of the Ordinary General Meeting.
c) At a request submitted by any shareholder to the Company by 23.06.2012, that is within at least five (5) full days prior to the General Meeting, the Board of Directors shall be obliged to provide the General Meeting with the requested specific information on the Company’s affairs, to the extent that it may be useful for the actual assessment of the topics on the agenda. The Board of Directors may refuse to provide the information for substantial and sufficient cause, which shall be written in the minutes. The Board of Directors may provide a single response to shareholders’ requests with the same content. The obligation to provide information does not apply in the event that the information requested is already available on the Company's website, especially in the form of questions and answers.
d) At the request of shareholders representing one fifth (1/5) of the paid up share capital, which shall be submitted to the Company by 23.06.2012, that is within at least five (5) full days prior to the General Meeting, the Board of Directors shall be obliged to provide the General Meeting with information on the course of corporate affairs and on the state of the Company’s assets. The Board of Directors may refuse to provide the information for substantial and sufficient cause, which shall be written in the minutes. Furthermore, at the request of shareholders representing one twentieth (1/20) of the paid up share capital, the Board of Directors is obliged to notify the Annual Ordinary General Meeting, of the amounts, which during the last two years, were paid to each Director of the Board of Directors or to the Managers of the Company as well as of any allowance to these persons deriving from any cause or contract of the Company with them.
Relevant timeframes for the potential exercise of minority rights of the shareholders apply in the event of Repetitive General Meetings.
In all the above mentioned cases, the applicant shareholders are obliged to demonstrate their capacity as shareholders, as well as the number of the shares they hold, at the time of the exercise of the relevant right. Such proof constitutes the presentation of the certification provided by the authority in which the relevant securities are kept or the certification of the shareholder’s capacity by means of the online connection between the authority andthe Company.
C. PROCEDURE FOR THE EXERCISE OF VOTING RIGHTS THROUGH PROXY
The shareholder may participate in the Ordinary General Meeting and may vote either in person or through proxies. Each shareholder may appoint up to three (3) proxies. Legal entities may participate in the General Meeting by appointing up to three (3) physical persons as their representatives. However, if a shareholder holds shares of the Company, which appear in more than one securities accounts, this restriction does not prevent the said shareholder from appointing different proxies for the shares which appear in each securities account with respect to the Ordinary General Meeting. A proxy who acts for more than one shareholders may vote differently for each shareholder.
The proxy of a shareholder is obliged to disclose to the Company prior to the commencement of the convocation of the Ordinary General Meeting any specific fact, which would be useful to the shareholders in order to determine whether there is a risk of the proxy serving interests other than the interests of the represented shareholder. In the sense of the present paragraph, conflict of interest may arise in cases where the proxy:
a) is a controlling shareholder of the Company or is another legal person or entity controlled by that shareholder,
b) is a Director of the Board of Directors or of the general management of the Company or of a shareholder controlling the Company, or of another legal person or entity controlled by a shareholder controlling the Company,
c) is an employee or chartered auditor of the Company or of a shareholder controlling the Company, or of another legal person or entity controlled by a shareholder controlling the Company,
d) is the spouse or a relative to the first degree of one of the physical persons referred to cases (a) to (c).
The appointment and the revocation of a proxy of the shareholder are performed in writing and are notified to the Company with the same formalities, within at least three (3) days prior the date of the meeting of the Ordinary General Meeting.
The form for the appointment of proxy is available by the Company on its website (www.flexopack.gr) The said form should be submitted, completed and signed by the shareholder, to the Company’s Treasury, at Koropi Attica, position Tzima (rural road of Ifaistou), or should be sent by fax to the fax number: 210-66.26.583 within at least three (3) days prior to the convocation of the Ordinary General Meeting. The entitled shareholder is obliged to monitor the confirmation of the successful transfer of the form for the appointment of proxy and of its receipt by the Company, calling at the telephone number: 210-66.80.000.
D. AVAILABLE DOCUMENTS
The full text of the draft of decisions and of the potential documents provided in article 27 paragraph 3 cases c and d of the Codified Law 2190/1920, will be available in paper at the Company’s registered offices (position Tzima, rural road of Ifaistou, Municipality of Koropi).
E. AVAILABLE INFORMATION
The information of article 27 paragraph 3 of the Codified Law 2190/1920, will be available in electronic form at the Company’s website www.flexopack.gr.
Koropi, 1st of June 2012
The Board of Directors
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