CORPORATE ANNOUNCEMENTS

In this section you can see the Corporate Announcements.

6/4/2019
INVITATION TO THE SHAREHOLDERS ORDINARY GENERAL MEETING 2019

I N V I T A T I O N

To the Shareholders' Ordinary General Meeting of the

“ATHENS WATER SUPPLY & SEWERAGE COMPANY - EYDAP S.A.”

Following the decision of the Board of Directors during its convention on May 29th 2019, as amended at its meeting on May 31st 2019 and in accordance with the Law and the relevant article of the Company's Articles of Association, the Shareholders of our Company are invited to the Ordinary Shareholders΄ General Meeting on June 26th 2019, Wednesday, 11:00, at the HELEXPO Conference Center, 39 Kifissias Avenue, Maroussi, Level E, Hall 3, to decide upon the following agenda:

A.  AGENDA

1. Submission and approval of the Individual and Consolidated Annual Corporate and Group Financial Statements of EYDAP SA, according to the I.F.R.S. for the fiscal year 1.1.2018 - 31.12.2018, the Board of Directors’ (BoD) Report and the Independent Auditors’ Report of the Company.

2. Approval under Article 108 of Law 4548/2018 of the overall management of EYDAP SA and exemption of the BoD members and the Chartered Auditor from any responsibility for compensation concerning the financial results during the year 1.1.2018 - 31.12.2018.

3.  Election up to nine (9) Members of the BoD, by the majority shareholder.

4.  Appointment of two (2) Members of the BoD of EYDAP SA, as Independent according to article 3 of Law 3016/2002.

5.  Election of Members of the Audit Committee of EYDAP SA, in accordance with article 44 of Law 4449/2017.

6. Approval of dividend distribution concerning profits of the fiscal year 2018 to the Shareholders, as well as the determination of Shareholders entitled to receive the dividend and of the distribution date.

7.  Approval of the remunerations paid for the Chairman of the BoD and the Chief Executive Officer regarding 2018, accountable for the period starting from 1.7.2018 until 30.6.2019 and approval in advance of the relevant remunerations for the period starting from 1.7.2019 to 30.06.2020.

8.  Approval of the remunerations paid and compensations for the BoD members, the Secretary of the BoD and the Members of the Audit Committee, accountable for the period starting from 1.7.2018 until 30.6.2019 and approval in advance of the relevant remunerations and compensations for the period starting from 1.7.2019 to 30.06.2020.

9. Selection of Audit Company and approval of remuneration for fiscal year 2019, regarding the audit of the annual financial statements, of report of the Interim Condensed Financial Statements and for granting the Tax Certificate.
10. Announcements

B.  RIGHT TO PARTICIPATE IN THE GENERAL MEETING

Shareholders of the Company, who are registered in the Dematerialized Securities System, managed by "Hellenic Exchanges S.A.” (HELEX) in which the shares of EYDAP S.A. are recorded, are qualified to participate in the Special Shareholders’ Meeting. 

Specifically, the capacity of Shareholder must be in force on the 21st of June, 2019, Friday (Record Date) that is, on the commencement of the fifth (5th) day prior to the General Meeting of the 26th of June, 2019. According to the Law, only persons with the capacity of the Shareholder on the relevant Record Date are qualified to participate and vote.

The above recording date also applies in the case of a postponement or a recurring session, provided that the postponement or the repeat session is not more than thirty (30) days from the recording date. If this does not happen or if in the case of the Repeated General Meeting a new Invitation is published, according to the provisions of Article 130 of Law 4548/2018, the person having the shareholding capacity at the beginning of the third (3rd) day before the day of the postponement or the Repeat General Meeting has the right to participate.

Proof of qualification as a shareholder may be made by any legal means and in any case on the basis of information received by the Company from the central securities depository, if they provide registry services or through registered and participants intermediates at the central securities depository in any other case.
The Articles of Association of EYDAP SA do not provide for procedures for the participation and exercise of voting rights in the General Assembly by correspondence or by electronic means.
To exercise the said rights, it is not necessary to block the shares or follow any other similar process that may restrict the ability to sell and transfer shares in the period between the Record Date and the General Meeting.


C. EXERCISE OF VOTING RIGHTS BY PROXY

The Shareholders may participate in the Annual Shareholders' General Meeting and vote either in person or by proxy.  Each Shareholder may appoint up to three (3) proxy holders. Legal entities participate in the General Meeting by appointing up to three (3) persons as proxy holders.  If a Shareholder owns shares of the Company which appears in more than one investor securities account, such limitation shall not prohibit the Shareholder from appointing different proxy holders for the shares in each account, in regard to the General Meeting. A proxy holder of more than one Shareholder may cast different votes for each Shareholder.

The Shareholder's representative is required to notify the Company before the start of the General Meeting, any specific event that may be useful to shareholders to assess the risk of the fact that the proxy holder may serve interests, other than the interests of the Shareholder. For the purposes of this paragraph, a conflict of interest may arise, in particular where the proxy holder:

a.  Is a Shareholder exercising control over the Company or any other legal entity or entity controlled by that Shareholder.

b. Is a Member of the Board of Directors or in general the Management of the Company or Shareholder exercising control over the Company or other legal person or entity controlled by a Shareholder who is exercising control over the Company.

c. Is an employee or auditor of the company or shareholder exercising control over the company or other legal entity or entity controlled by a shareholder who is exercising control over the Company.

d. Is a husband or relative of first degree with one of the persons of cases a to c.

The appointment and revocation or replacement of the spokesman or representative shall take place in writing or by electronic means, such as by e-mail, and shall be submitted to the Company at least forty eight (48) hours prior to the scheduled date of the meeting, no later than the 24th of June 2019, Monday.

For this purpose, the form that may be used by the Shareholder for the appointment of a proxy holder is available at the Company's website (www.eydap.gr), and it will also be provided by the Shareholders Department. The aforementioned form, completed appropriately and signed by the Shareholder or the legal proxy holder of the Shareholder must be sent via fax (+30 210 214 44 37) or in the web address eydap-met@eydap.gr, (article 28 par. 4 of articles of association) or submitted to the Shareholders Department of EYDAP S.A. (156, Oropou St., Galatsi).

In case of non-compliance with the provisions of Article 128, paragraph 4 of Law 4548/2018, the Shareholder participates in the General Meeting, unless the General Meeting refuses this participation for a significant reason justifying its refusal.

D. VOTING RIGHTS OF THE MINORITY SHAREHOLDERS

1. Upon application of the Shareholders that represent one twentieth (1/20) of the share capital, the BoD is obliged to add issues in the agenda, if the relevant application is at the disposal of the BoD at least fifteen (15) days before the General Meeting, that is Tuesday 11th of June 2019. An application for inclusion of additional items on the Agenda is accompanied by a justification or a draft decision for approval by the General Meeting and the revised Agenda is published in the same way as the previous Agenda, thirteen (13) days before the date of the General Meeting, until Thursday, June 13th, 2019, while at the same time it is made available to the Shareholders on the Company's website (www.eydap.gr) together with the justification or draft decision submitted by the Shareholders in accordance with the provisions of paragraph 4 of article 123 of Law 4548/2018.

2. Upon request by Shareholders representing at least one twentieth (1/20) of the paid-up share capital, the Board of Directors shall make available to the Shareholders at least six (6) days prior to the date of the General Meeting, that is until Thursday June 20th, 2019, draft decisions on issues included in the original or revised Agenda, if the relevant application is received by the Board of Directors at least seven (7) days before the date of the General Meeting, that is until Wednesday, 19th of June, 2019.

3. At the request of any Shareholder submitted to the Company at least five full days before the General Meeting, that is until June 20th, 2019, Thursday the Board of Directors is obliged to provide the General Meeting with the required specific information on the Company's affairs, insofar as they are useful for the actual assessment of the items of the Agenda. Additionally, at the request of Shareholders representing one twentieth (1/20) of the paid-up share capital, the Board of Directors is obliged to announce to the General Meeting the amounts that during the last two years have been paid to each member of the Board of Directors or to the Company’s Managers, as well as any provision to such persons by any cause or contract of the Company with them.  The Board of Directors may refuse to provide the information for sufficient due cause, which shall be recorded in the minutes. The Board of Directors may respond in a single application to Shareholders with the same content. The obligation to provide information does not exist when the relevant information is already available on the Company's website, in particular in the form of questions and answers.

4. At the request of Shareholders representing one fifth (1/5) of the paid up share capital, which is submitted to the Company at least five (5) full days before the General Meeting, that is until June 20th, 2019, Thursday, the Board of Directors is required to provide the General Meeting with information on the course of corporate affairs and the Company's assets. The Board of Directors may refuse to provide the information for sufficient due cause, which shall be recorded in the minutes.

In all the cases of this article, the requesting Shareholders 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.


E. AVAILABLE DOCUMENTS & INFORMATION

Information and relevant documents provided in article 123, par. 3 & 4 of Codified Law 4548/2018 shall be available on the Company's website (www.eydap.gr) and in printed form at the Shareholders Department (156, Oropou Str, Galatsi).

For any further information please contact Mr. Cristos Anterriotis, Shareholders Officer, tel. +30 210 21.44.479.

In case of lack of quorum at the above date, the shareholders are invited again, in accordance with Article 130, paragraph 2, section c of the Codified Law 4548/2018, in the Repeated Ordinary General Meeting, at the HELEXPO Conference Center, 39 Kifissias Avenue, Maroussi, Level E, Hall 3, on July 8th, 2019, Monday at 11.00, with the same agenda.

In the Repeated Shareholders' General Meeting, the Shareholders of the Company that are entitled to participate and vote, are those who are registered at the beginning of Friday, June 21st, 2019 (Record Date), that is the Fifth (5th) day before the originally dated General Meeting on June 26th 2019.
Demonstration of shareholder status can be done by any legal instrument and, however, based on information received by the Company from the central securities depository if it provides registry services or through the participants and registered intermediaries in the central securities repository in any other case.

 

 

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