Invitation to an Ordinary General Meeting of the Shareholders
On this matter, the Chairman of the Board of Directors, Mr. Evangelos Haidas, informs the members that according to the law and the Articles of Incorporation of the Company, the Board of Directors invites the shareholders of IKTINOS HELLAS GREEK MARBLE INDUSTRY, TECHNICAL AND TOURIST SOCIETE ANONYME to an Extraordinary General Meeting on Thursday, December 19, 2019, at 12:00 am at the company's offices at 7 Lykovrysis Street - Metamorfosi, for discussion and decision making on the following items:
Invitation to the Extraordinary General Meeting of December 19, 2019
of the Shareholders of the Societe Anonyme
IKTINOS HELLAS
GREEK MARBLE INDUSTRY, TECHNICAL
AND TOURIST SOCIETE ANONYME
GEMI No. 949301000
According to the law and the Articles of Incorporation of the company, the Board of Directors invites the shareholders of the societe anonyme IKTINOS HELLAS GREEK MARBLE INDUSTRY, TECHNICAL AND TOURIST SOCIETE ANONYME to an Extraordinary General Meeting on Thursday, 19 December 2019 and at 12 a.m. at the company's offices at 7 Lykovrysis Street - Metamorphosi, for discussion and decision making on the following items:
- Approval to distribute earnings of previous years to shareholders.
- Adaptation/Harmonization of the Company's Articles of Incorporation, in accordance with the provisions of Law 4548/2018 and its codification into a single text.
- Granting of permission, in accordance with Law 4548/2018, to the members of the Board of Directors to participate in the Boards of Directors and management boards of other companies with competitive or non-competitive to the Company’s purposes.
- Other Announcements.
Right to participate and vote in the General Meeting
Only persons who appear as shareholders in the files of the Dematerialized Securities System (DSS) managed by Hellenic Exchanges-Athens Stock Exchange S.A. (HELEX) are entitled to participate and vote in the General Meeting, in which the Company's securities (shares) are held at the commencement of the fifth day (registration date: December 14, 2019) preceding the meeting of the Extraordinary General Meeting. Each share is entitled to one vote.
Proof of shareholder capacity can be obtained by any legal means and in any case based on information received by the Company from the central securities repository, provided that it provides registry services or through the participating and registered intermediaries in the Central Securities Repository in any other case.
It should be noted that the exercise of participation and voting rights does not entail the freezing of the holder's shares or any other similar procedure, which limits the ability to sell and transfer them between the date of registration and the date of the General Meeting.
Participation and Voting Process through a Representative
Each shareholder may participate and vote either in person or with a representative by signing a relevant authorization appointing up to three (3) representatives. Legal entities participate in the General Meeting by appointing up to three (3) natural persons as their representatives. However, if the shareholder owns shares that appear in more than one securities account, this restriction does not prevent the shareholder from appointing different representatives for the shares appearing in each securities account in relation to the General Meeting. A representative acting for more than one shareholder may vote differently for each shareholder. The shareholder representative is required to disclose to the Company, prior to the beginning of the General Meeting, any specific event that may be useful to shareholders in assessing the risk that the representative may serve interests other than the shareholder's interests. For the purposes of this paragraph, a conflict of interest may arise in particular where the representative:
(a) is a shareholder that exercises control of the Company or is another legal person or entity controlled by that shareholder,
(b) is a member of the board of directors or the management in general of the Company or a shareholder exercising control of the Company, or of another legal person or entity controlled by a shareholder exercising control of the Company,
(c) is an employee or certified auditor of the Company or a shareholder exercising control of the Company, or of any other legal person or entity controlled by a shareholder exercising control of the Company,
(d) is a spouse or first-degree relative of one of the natural persons referred to in (a) to (c). The appointment and revocation of a shareholder's representative shall be in writing and shall be submitted to the Company at its head office or sent by fax (+30 210 2818574) at least three (3) days prior to the date of the General Meeting. The Articles of Incorporation of the Company do not provide for the possibility to participate in the General Meeting by electronic means without the physical presence of the shareholders at the place it is held or the possibility for the shareholders to vote remotely.
Minority Rights of Shareholders
- Shareholders representing one-twentieth (1/20) of the paid-up share capital of the Company may request: a) to include on the agenda of the General Meeting additional items, following their application which must be submitted to the Board of Directors at least fifteen (15) days before the General Meeting, accompanied by a statement of reasons or a draft decision to be approved by the General Meeting,(b) to make available to shareholders, as provided in paragraph 3 of article 123 of Law 4548/2018, at least six (6) days prior to the General Meeting, draft decisions on items that are included in the original or revised agenda, following their application, which must be submitted to the Board of Directors at least seven (7) days before the General Meeting.
- Any shareholder may request following an application, submitted to the Company at least five (5) full days before the General Meeting, for the Board of Directors to provide specific information on the Company's affairs at the General Meeting, provided that they are relevant to the items on the agenda.
- Shareholders who represent one tenth (1/10) of the paid-up share capital of the Company are entitled to request following an application submitted to the Company at least five (5) full days before the General Meeting, for the Board of Directors to provide at the General Meeting information on the course of the company affairs and the assets of the Company.
Documents and Information Available
More detailed information and documents regarding the aforementioned minority rights, as well as the text of the documents to be submitted to the General Meeting and draft decisions on each agenda item, are available in electronic form on the Company's website www.iktinos.gr and in hard copy at the Company's offices at 7 Lykovrysis Street, Metamorfosi-Attica.