GENERAL MEETING & SHAREHOLDERS’ RIGHTS

Operation and Main Authorities of the General Meeting

The General Meeting of the Company’s shareholders is the supreme body of the Company, being entitled to decide on any matter concerning the Company. Its legal decisions, are binding on all shareholders, even the absent or dissenting ones.

Only the General Meeting has the authority to decide on the following:

a. On any amendment of the Articles of Association; the increase of decrease of the corporate capital is considered to be an amendment subject to para.4 of article 8 and para.5 of article 9 of the Articles of Association.

b. On the election of the members of the Board of Directors and the auditors subject to articles 11 and 13 of the Articles of Association.

c. On the approval of the individual and consolidated annual financial statements of the Company.

d. On the allocation of the annual profits and the approval of the emoluments to members of the Board of Directors.

e. For the approval of the overall management according to article 108 of Law 4548/2018 and the exemption of the auditors.

f. On the issue of bond loans of any type, subject to para. 4 of article 9 of the Articles of Association.

g. On the merger, division, conversion, revival, extension of the duration and dissolution of the Company.

h. On the appointment of liquidators.

i. Approval of remuneration or advance payment pursuant to article 109 of Law 4548/2018 and in accordance with article 22 of the present Articles of Association, as well as approval of the remuneration policy of article 110 and the remuneration report of article 112 of law 4548/2018.

As to the rest, the provisions of article 117, para.2 of Law. 4548/2018, shall apply.

 

Convocation of the General Meeting

The General Meeting of shareholders is convened by the Board of Directors, and holds its ordinary sessions at the headquarters of the Company, at least once a year and in accordance with articles 119 and 120 of Law 4548/2018, the General Meeting convenes at the Company’s headquarters or in the region of another municipality within the headquarters’ region, or in the region of another municipality bordering to the headquarters’ region, or in the region of the municipality of the headquarters of the Stock Exchange, at least once every corporate period, at the latest until the tenth (10th) calendar day of the ninth month after the end of the corporate period.

The Board of Directors may also call an extraordinary session of the General Meeting of shareholders if it so deems appropriate.

The Board of Directors shall convene the General Meeting at the request of the Company's regular auditor within ten (10) days of service of the application to the Chairman of the Board of Directors, the content of which shall set the agenda.

Following a decision of the Company’s Board of Directors, participation in the General Meeting remotely by audio-visual or other electronic means, without physical presence at the venue of the shareholder or persons who according to the Company's Articles of Association are entitled to attend it is allowed, to the extent this is not against the corporate interest. In this case the Company takes sufficient measures to:

(a) be able to ensure the identity of the person participating, the participation exclusively of persons entitled to attend or attend the General Meeting and the security of the electronic connection

b) to enable the participant to monitor the conduct of the Meeting by electronic or audio-visual means and to address the Meeting, orally or in writing, during the Meeting from a distance, as well as to vote on the items on the agenda, and

c) to make possible to accurately record the participant's vote from a distance.

By decision of the Company’s Board of Directors, it is also allowed to participate in distance voting by electronic means or by mail, held before the Meeting. The topics and the ballot papers are available and filled in electronically via internet or in printed form at the Company's headquarters.

Shareholders who vote by mail or electronic means effectively participate in the quorum and the majority, provided that the relevant votes have been received by the Company no later than twenty-four (24) hours before the start of the meeting.

The invitation to the General Meeting shall include at a minimum the building where the meeting is to be held, the date and time, as well as the agenda items clearly defined, the shareholders eligible to participate, exact instructions on how the shareholders will be able to exercise their rights, as well as the information of Article 121 par. 4 of Law 4548/2018. The General Meeting shall be convened by publication of the relevant invitation to the shareholders of the Company, pursuant to the provisions of articles 121 and 122, of Law 4548/2018.

The full text of the invitation with the mandatory information referred to in paragraphs 3 and 4 of Article 121 of Law 4548/2018, is published in time, at least twenty full days before the meeting, in the Company's share on the website of the General Commercial Registry ( G.E.MH.-www.businessportal.gr), on the Company's website (www.eydap.gr) and is published through the electronic interconnection and communication system with the Athens Stock Exchange HERMES according to articles 122 and 123 of Law 4548 / 2018, as well as other electronic and print media that in the judgment of the Board of Directors are considered reasonably reliable for the effective dissemination of information to the investors in order to ensure fast and nondiscriminatory access.

Within the same twenty-day (20-day) deadline the invitation shall be disclosed to the supervising, under the legislation in force, Ministry.

The company may not impose on shareholders a special charge for the publication of the invitation to convene the General Meeting in any of the above ways.

Ten (10) days prior to the Regular General Meeting, every shareholder can receive the annual financial statements as well as the relevant reports of the Board of Directors and the Company’s Auditors.

From the day of the publication of the invitation for the General Meeting until the date of the General Meeting, the information of paragraph 3 of article 123 of Law 4548/2018 is posted on the Company's website.

All the aforementioned obligations and everything else arising from the legislation were observed in full during the convening and preparation of the General Meeting of the Company's shareholders held in 2020, i.e. in the framework of the Extraordinary General Meeting held on 15.5.2020 and the General Meeting held on 26.6.2020.

 

Shareholders rights and manner of their exercise

Each share provides its holder with one voting right at the General Meeting and the voting procedure is open.

Anyone listed as a shareholder in the Dematerialized Securities System, which is managed by “HELLENIC EXCHANGES SA Holding, Clearing, Settlement and Registration” (HELEX), where the transferrable securities (shares) are kept, has a right to participate in the General Meeting.

In particular, the status of the Shareholder must exist at the beginning of the fifth (5th) day before the date of the General Meeting (record date). According to the Law, the right to participate and vote has only anyone who with the capacity of the Shareholder at the relevant record date. The above recording date shall also apply in case of postponement or repeated meeting, provided that the postponement or repeated meeting is not more than thirty (30) days from the record date. If this is not the case or if a new Invitation is published in the case of the Repeated General Meeting, in accordance with article 130 of Law 4548/2018, the person holding the shareholding capacity at the beginning of the third (3) day prior the date of postponement or the Repeat General Meeting participates in the General Meeting.

Proof of shareholding capacity can be obtained by any legal means and in any case based on information the Company receives from the central securities depository, as provided in Law 4659/2018. The exercise of such rights does not require the freezing of the holder's shares, nor any other similar procedure limiting the ability to sell and transfer them during the period between the record date and the date of the General Meeting.

To enable participation in the General Meeting from a distance in real time by audio-visual or other electronic means, without the physical presence of the shareholder, a decision of the Board of Directors of the Company is made every time, which determines all the relevant details, facilitating participation in the meeting. The content of this decision is disclosed to the

Shareholders in the Invitation to the General Meeting.

The shareholder participates in the General Meeting and votes either in person or via proxies. Each shareholder may appoint up to three (3) proxies. Legal persons may participate in the General Meeting appointing as proxies up to three natural persons. However, if the shareholder owns shares of the Company that appear in more than one securities accounts, such restriction doesn’t prevent the said shareholder to appoint different proxies for the shares that appear in each securities account, concerning the General Meeting. A proxy that acts on behalf of different shareholders may vote differently for each shareholder. The shareholder’s proxy is obliged to disclose to the Company, before the commencement of the General Meeting, any fact which might be useful to the shareholders in assessing the risk of whether the proxy holder might pursue any interest other than the interest of the represented shareholder. Within the context of this paragraph, conflict of interest may in particular arise where the proxy holder:

a. Is a shareholder that controls the Company, or is another legal person or entity controlled by such shareholder

b. Is a member of the Board of Directors or the management of the Company, or of a shareholder that controls the Company or of a legal person or entity controlled by a shareholder that controls the Company

c. Is an employee or a statutory auditor of the Company, or of a shareholder that controls the Company or of a legal person or entity controlled by a shareholder that controls the Company

d. Is a spouse or close relative (of 1st degree) with a natural person referred to the above points (a) to (c).

The appointment or revocation or replacement of the representative or proxy shall be 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 Meeting date. The Company provides on its website the form that the shareholder must use to designate his/her proxy (s) which is also provided by the Company’s Share Registry at Oropou str, 156 Galatsi.

This form, duly completed and signed by the shareholder or his/her proxy is sent by fax, e-mail or submitted to the Share Registry.

 Specifically, to enable participation in the General Meeting from a distance in real time by audio-visual or other electronic means, without the physical presence of the shareholder, a decision of the Board of Directors of the Company is made every time, which determines all the relevant details, facilitating participation in the meeting. The content of this decision is disclosed to the shareholders in the Invitation to the General Meeting.

In case of non-compliance with the above deadline, revocation or replacement of the representative or proxy, the shareholder participates in the General Meeting, unless the General Meeting refuses such participation for a significant reason that justifies its refusal.

Regarding the other rights of the shareholders and minority shareholders as well as the way of exercising them, the Company strictly observes all the applicable laws and regulations with a special focus on strengthening the possibility to exercise their rights smoothly, based on its completeness, accuracy and information received in a timely manner from the Company by any appropriate means.

Indicatively, shareholders have the following rights as provided in paragraphs 2, 3, 6 and 7 of Article 141 of Law 4548/2018:

1. At the request of shareholders representing one twentieth (1/20) of the paid-up share capital, the Board of Directors is obliged to enter in the agenda of the General Meeting, which has already been convened, additional items, if the relevant request reaches the Board of Directors fifteen ( 15) at least days before the General Meeting. The additional items must be published or announced, under the responsibility of the Board of Directors, according to Article 122 of Law 4548/2018, at least seven (7) days before the General Meeting. The request for inclusion of additional items on the agenda is accompanied by a justification or a draft decision for approval at the General Meeting and the revised agenda is made public in the same way asthe previous agenda, thirteen (13) days before the date of the General Meeting and at the same time is made available to the shareholders on the Company's website, together with the justification or the draft decision submitted by the shareholders according to the provisions of Article 123 par. 4 of Law 4548/2018. If these items are not published, the requesting shareholders are entitled to request the postponement of the General Meeting in accordance with paragraph 5 of Article 141 of Law 4548/2018 and proceed with the publication themselves, as defined in the second part of this paragraph with expense of the Company.

2. Shareholders representing one twentieth (1/20) of the paid-up capital have the right to submit draft decisions on items included in the initial or any revised agenda of the General Meeting. The relevant request must be submitted to the Board of Directors at least seven (7) days before the date of the General Meeting, and the draft decisions are made available to the shareholders, at least six (6) days before the date of the General Meeting.

3. At the request of any shareholder submitted to the Company at least five (5) full days before the General Meeting, the Board of Directors is obliged to provide the General Meeting with the requested specific information about the Company's affairs, insofar as they are useful for the actual assessment of the items on the agenda. The Board of Directors may respond uniformly to shareholder requests with the same content. There is no obligation to provide information when the relevant information is already available on the Company's website, in particular, in the form of questions and answers. The Board of Directors may refuse to provide the information for a substantial reason, which is recorded in the Minutes. Such a reason may be, in the circumstances, the representation of the requesting shareholders in the Board of Directors, according to Articles 79 or 80 of Law 4548/2018.

4. 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, if it is regular, the amounts paid, during the last two years, to every member of the Board of Directors or the Directors of the Company, as well as any provision to these persons for any reason or agreement of the Company with them.

5. At the request of shareholders representing one tenth (1/10) of the paid-up share capital, which is submitted to the Company at least five (5) full days before the General Meeting, the Board of Directors is obliged to provide the General Meeting with information on the course of corporate affairs and the assets of the Company. The Board of Directors may refuse to provide the information for a substantial reason, which is recorded in the Minutes. Such a reason may be, in the circumstances, the representation of the requesting shareholders in the Board of Directors, according to Articles 79 or 80 of Law 4548/2018, provided that the respective members of the Board of Directors have received the relevant information in a sufficient manner.

In all cases of exercise of rights, the requesting shareholders shall, by any legal means, prove their shareholder capacity and, except in case 3, the number of shares they hold during the exercise of the relevant right.

 

Regular quorum and majority vote at the General Meeting

A quorum shall be present and the General Meeting may validly meet according to issues of the agenda, when at least fifty one per cent (51%) of the paid-in share capital is represented thereat.

If no such quorum described in the above paragraph is present at the first meeting, a repeated General Meeting shall be held within twenty (20) days of the day of the cancelled meeting and upon a prior notice of at least ten (10) days, whatever the part of the paid-in share capital represented thereat.

A newer invitation is not required if the place and time of the adjourned meeting had already been specified in the initial invitation, provided that there is at least five (5) days between the canceler meeting and the adjourned meeting.

All decisions of the General Meeting are taken by an absolute majority of the votes represented at the Meeting.

 

Exceptional Quorum and Majority of the General Meeting

Exceptionally, a quorum shall be present and the General Meeting may validly meet according to issues of the agenda when at least two thirds (2/3) of the paid-in share capital are represented thereat, in the case of decisions on items provided in Article 130 par. 3 of Law 4548/2018 of the Article of Association regarding:

a) Change of the nationality of the Company

b) Change of the object of the corporate business

c) Increase of the shareholders' obligations

d) Share capital increase, except for increases under article 8 (paragraphs 2 and 3 of the Articles of Association) or those imposed under provisions of Law or effected by means of capitalization of reserves

e) Share capital reduction, except for decreases under article 21, paragraph 5 or article 49, paragraph 6 of Law 4548/2018

f) Issuance of a bond loan, subject to the provisions of article 9, para. 4, of the Articles of Association

g) Change of the manner of allocation of profits

h) Merger, division, conversion, revival, term extension or dissolution of the Company

i) Delegation or renewal of authority to the Board of Directors for share capital increase or issuance of a bond loan pursuant to article 8, para. 2 and 3, and article 9, para. 4, of the Articles of Association

j) In any other case for which the Law and the present Articles of Association stipulate that, for the adoption of a certain resolution by the General Meeting the special greater quorum provided for in this paragraph is required.

If the quorum specified in the preceding paragraph is not present in the first meeting, a repeated General Meeting shall be held within twenty (20) days as of the cancelled meeting, upon an invitation of a minimum of ten (10) days in advance. In this case, the General Meeting shall form a quorum and may validly transact the business contained in the original agenda if at least one half (1/2) of the paid-in share capital is represented thereat.

A newer invitation is not required if the original invitation had already defined the place and time of the repeat meeting, provided that at least five (5) days elapsed between the cancelled and the repeated meeting.

All resolutions under paragraph 1 of this article are passed by a majority of two thirds (2/3) of the votes represented at the General Meeting.

 

Other Information

The information of Article 123 par. 3 and 4 of Law 4548/2018 including the invitation of the General Meeting, the number of shares and voting rights, the procedure for exercising voting right through a representative, the forms of appointment and revocation of a representative, the draft decisions on the items of the agenda as well as more complete information on the exercise of minority rights of Article 141 of Law 4548/2018 are available at the General Meeting, the number of shares and voting rights, in electronic form on the Company's website (www.eydap.gr) in the section "Relations with Investors"/"Shareholders' Meetings".

The Company encourages the communication and the submission of questions by the shareholders, ensuring the presence in the meetings of the General Meeting of every executive of the Company's top management that is deemed necessary to provide more detailed information and clarifications on shareholders' questions.