Invitation of the Shareholders of the Corporation
IKTINOS HELLAS S.A.
GREEK MARBLE INDUSTRY
TECHNICAL & TOURIST
CORPORATION REGISTER No (Ń—.Ő.Ń.Ň.) 2304/06/¬/86/53
to an Ordinary General Meeting of 29 June 2012
In accordance with the law and the Companyís Articles of Association, the Board of Directors invites the Shareholders of the Company GREEK MARBLE INDUSTRY TECHNICAL AND TOURIST COMPANY IKTINOS HELLAS S.A. to an Ordinary General Meeting to be held at 12:00 hours of Friday 29 June 2012 at the Companyís headquarters in 7, Lykovrisis str., Metamorphosis, in order to discuss and decide on the following items:
- Submission and approval of the Annual Financial Statements for the period 1.1.2011 to 31.12.2011 together with the relevant Auditorsí and Board of Directors' reports.
- Decision of profit distribution to the shareholders for the fiscal year 2011.
- Release of members of the Board of Directors and auditors from all liability to pay compensation for management during the 1.1.2011 – 31.12.2011 fiscal year.
- Election of ordinary and deputy Certified Auditors for the 2012 fiscal year and fixing of their fee.
- Approval of participation by Board of Directors members and senior executives of the company on the Board of Directors or in the management of other companies with competitive or non-Company purposes (in accordance with law 2190/20 article 23).
- Approval of remuneration for members of the Board of Directors and senior executives for the 1.1.2011 – 31.12.2011 fiscal year and preliminary approval of remuneration for the 1.1.2012 - 31.12.2012 fiscal year.
- Miscellaneous items
Eligible to participate and vote in the Ordinary General Meeting are only the persons shown as shareholders of the Company in the Dematerialised Securities file, kept electronically with the company “HELLENIC EXCHANGE HOLDING, CLEARING, SETTLEMENT & REGISTRY S.A.” (HELEX), on the start of the fifth (5th) day before the date set for the Ordinary General Meeting, i.e. Sunday 24 June 2012 (record date). Proof of shareholder status shall be established by the presentation of written certification of "HELEX SA" or, alternatively by direct electronic connection of the Company to the files of “HELEXS.A.”. The relevant written or electronic certificate establishing shareholder status must be received by the Company no later than the third (3rd) day before the date set for the General Meeting. For the Company, eligible to participate and vote in the General Meeting shall only be the persons having shareholder status on the corresponding record date. Where a shareholder fails to comply with the provisions of article 28(a) of C.L. 2190/1920, such shareholder may participate in the Ordinary General Meeting only after being granted permission by it.
Exercise of the said rights does not require the blocking of the shares of the beneficiary nor the observance of any other procedure restricting the ability to sell and transfer these during the period of time elapsing between the record date and the date of the General Meeting.
Eligible shareholders may participate in the General Meeting either in person or through their lawfully authorised representatives. Each shareholder may appoint up to three (3) representatives. Legal persons participate in the General meeting by appointing up to three (3) natural persons as their representatives. However, if the shareholder owns shares, which affects more than one securities account, this restriction does not prevent a shareholder to appoint a separate representative for shares held in each Account in relation to the General Meeting. Representative acting on several shareholders may vote differently for each one. The representative of a shareholder is obliged to advise the Company prior to the commencement of the General Meeting of any fact which may be useful to the shareholders in assessing the risk of that representative serving interests other than those of the shareholder being represented. A conflict of interests in accordance with the above may arise in particular when the representative concerned:
(a) is a shareholder exercising control over the Company or is another legal person or entity that is controlled by that shareholder; or (b) is a member of the Board of Directors or in general of the Management of the Company or of another legal person or entity controlled by a shareholder exercising control over the Company; or (c) is an employee or certified auditor of the Company or of a shareholder exercising control over the Company or of another legal person or entity controlled by a shareholder exercising control over the Company; or (d) is a spouse or relative in the first degree of one of the natural persons mentioned in cases (a) to (c) above.
Appointment and revocation of representatives shall be made in writing and shall be notified to the Companyís headquarters or sent by fax (+30210 2818574), at least three (3) days before the date set for the General Meeting.
The Articles of Association of the Company does not allow possibility of participation of the shareholders in the General Assembly by electronic means without the physical presence of them or the ability to remotely participate in the vote.
Following a request by shareholders representing one twentieth (1/20) of the paid-up share capital, the Board of Directors is obliged to include additional items in the Agenda of the General Meeting, provided that the relevant request is received by the Board of Directors at least fifteen (15) days before the General Meeting, i.e. by 14.06.2012. The request for inclusion of additional items in the Agenda shall be accompanied by a justification of the reasons for it or by a draft resolution for approval by the General Meeting, and the revised agenda shall be publicized in the same manner as the previous agenda thirteen (13) days before the date of the General Meeting, i.e. by 16.06.2012, and shall be made available simultaneously to the shareholders on the Companyís website, together with the accompanying justification or draft resolution submitted by the shareholders and the other information stipulated by article 27 par. 3 of C.L. 2190/1920.
Following a request by shareholders representing one twentieth (1/20) of the paid-up share capital, the Board of Directors sets in disposal of the shareholders, stipulated by article 27 par. 3 of C.L. 2190/1920, at least six (6) days before the General Meeting, i.e. by 23.06.2012, draft resolutions for subjects which are included in the initial or the revised daily agenda, if the relevant request is received by the Board of Directors at least seven (7) days before the General Meeting, i.e. by 22.06.2012 .
Following a request by any shareholder, which is submitted to the Company at least five (5) full days before the General Meeting, i.e. by 24.06.2012, the Board of Directors is obliged to provide to the General Meeting the specific information requested with respect to the affairs of the Company, to the extent that these are useful in the actual assessment of the items on the agenda. The Board of Directors may provide a single response to applications by shareholders which have the same content. The obligation to provide information shall not exist if such information is already available from the Companyís website, especially in the form of questions and answers. Following a request by shareholders representing one fifth (1/5) of the Companyís paid-up share capital, which is submitted to the Company at least five (5) full days before the General Meeting, i.e. by 24.06.2012, the Board of Directors is obliged to provide to the General Meeting information on the course of the Company affairs and the financial situation of the Company.
In order to exercise any of the above rights, applicant shareholders must supply proof of their shareholder status and of the number of shares in their possession at the time of exercise of the corresponding right. Production of a relevant certificate is issued by an attestation from the organization in which are kept the relevant securities or the certification of shareholder status through direct electronic connection between organization and Company.
All the information and documents which are to the Article 27 par. 3 of C.L. 2190/1920 shall be available in electronic form from the Companyís website www.iktinos.gr and also in hard copy from the offices of the Company in 7, Lykovrisis Str., Metamorphosis Attica.