Invitation to the Annual General Meeting of June 27, 2014
In accordance with the law and the Company’s 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 27 June 2014 at the Company’s headquarters in 7, Lykovrisis str., Metamorphosis, in order to discuss and decide on the following items:
1. Submission and approval of the annual financial statements for the period 01.01.2013 - 31.12.2013 , in accordance with International Accounting Standards and the reports of the Directors and the Certified Auditor – Accountant.
2 . Adoption dividend distribution to shareholders of use 01.01.2013 - 31.12.2013.
3 . Discharge of the Board of Directors and the Auditor - Accountant from any liability for the fiscal year 2013 .
4. Election of regular and substitute Certified Auditor - Accountant for auditing the financial statements for the fiscal year 01.01.2014 - 31.12.2014 and determination of their remuneration .
5. Authorization , in accordance with Article 23 Fri 1 CL 2190/1920 , the members of the Board as participate in the Boards and management boards of other companies with a competitive or non- Company purposes .
6. Approval of remuneration paid to members and non- executive , the Board of Directors during the year 2013 and pre- pay and other benefits to members of the Board for the year 2013
7. Other Announcements
Eligible to participate and vote in the Ordinary General Meeting Eligible to participate and vote at the Annual 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
( Record Date : Sunday, June 22, 2014 ) prior to the meeting of the General Assembly . Proof of shareholder status is the relevant written certification of " EHEA " or , alternatively , through direct electronic connection of the Company files with the " EHEA " . The relevant written or electronic certification regarding the shareholding capacity must be received by the Company no later than the third day prior to the meeting of the General Assembly . For the Company entitled to attend and vote at the General Assembly Only those who have shareholder status on the said record date . In case of non-compliance with the provisions of article 28a of Codified Law 2190/1920 , shareholders participate in the Annual General Meeting only after permission.
Noted that the exercise of participation rights and voting is not necessary to block the shares or follow any other procedure which limits the ability to sell and transfer shares in the interval between the record date and the date of the General Meeting.
Each shareholder may take part and vote in person or by proxy by signing the relevant authorization by appointing up to three ( 3) proxies . Legal entities may participate in the General Meeting by appointing up to three ( 3) persons . However , if a shareholder holds shares , which appear in more than one securities account , such limitation shall not prevent the shareholder from appointing separate proxies for the shares appearing in each Account in relation to the General Assembly . Representative acting on behalf of several shareholders may cast votes differently for each shareholder. The proxy holder must disclose to the Company, before the commencement of the General Meeting , any fact which may be useful to the shareholders in assessing the risk of the proxy serving interests other than the interests of the shareholder. For the purposes of this paragraph , may be a conflict of interests, especially when the proxy:
a) a shareholder who controls the Company or other legal entity or an entity controlled by such shareholder;
b ) is a member of the board of directors or of the administration of the company or shareholder controls the Company or other legal person or entity controlled by a shareholder who has control of the Company ,
c ) is an employee or an auditor of the company or shareholder controls the Company or other legal person or entity controlled by a shareholder who controls the Company ,
d ) a spouse or first-degree relative with one of the natural persons referred to in subparagraphs ( a) to ( c ) . The appointment and revocation of a proxy shall be in writing and filed with the Company in its headquarters or sent via fax (210 2818574), at least three ( 3) days before the date of the General Meeting . The Articles of Association do not provide for participation in the General Meeting by electronic means without the physical presence of the shareholders at the Meeting or the possibility of remote participation in voting .
At the request of shareholders representing one twentieth ( 1/20 ) of the paid up share capital, the Board of Directors shall include on the agenda of the General Meeting additional items , if the request is received by the Board until 12.6.2014 ie fifteen (15 ) days before the General Meeting. The request for the inclusion of additional items on the agenda shall be accompanied by a justification or a draft resolution to be adopted at the General Meeting and the revised agenda in the same manner as the previous agenda on 14.6.2014 , ie thirteen ( 13) days before the date of the General Meeting and will also be made available to shareholders at the Company's website , along with the justification or draft resolution tabled by shareholders as provided in Article 27 paragraph 3 of CL 2190/1920 .
At the request of shareholders representing one twentieth ( 1/20 ) of the paid up share capital, the Board shall make available to the shareholders in accordance with article 27 paragraph 3 of CL 2190/1920 , not later than 06/21/2014 , six ( 6) days before the date of the General Assembly draft resolutions for items included in the initial or revised agenda, if the request is received by the Board until 20.06.2014 ie seven ( 7) days before the date of the General Meeting.
Upon request of any shareholder to the Company until 06.22.2014 , ie five ( 5) full days before the General Meeting, the Board of Directors is obliged to provide the General Assembly requested specific information regarding the affairs of the Company in extent that they are useful for the assessment of the items on the agenda. The Board may respond to requests of shareholders with the same content. Obligation to provide information does not apply when the information is already available on the Company's website , especially in the form of questions and answers.
At the request of shareholders representing one fifth ( 1/5 ) of the paid up share capital which is submitted to the Company until 06.22.2014 , ie five ( 5) full days before the General Meeting, the Board of Directors shall provide to the General Assembly information on the state of corporate affairs and financial condition of the Company .
In all the above mentioned cases the requesting shareholders must prove their shareholder status and the number of shares held by the exercise of the right . Such evidence and attestation of the organization which keeps the securities or verification of shareholder status through direct electronic connection between the body and the 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 Company’s website www.iktinos.gr and also in hard copy from the offices of the Company in 7, Lykovrisis Str., Metamorphosis Attica.