The Company’s share capital is divided into 82 667 000 common registered shares with voting right of nominal value of EUR 0.3 each. Each share is indivisible as regards the company and confers the right to cast one vote at the General Meeting. The joint owners of shares due to any cause must select and appoint by joint agreement a representative for the exercise of their rights. Otherwise, the BoD must suspend the exercise of these rights until the joint owners comply with this provision.
Each shareholder may request the Company’s annual financial statements and the relevant reports of the Company’s Auditors and Board of Directors ten (10) days before the Ordinary General Meeting.
The Company may acquire its own shares either itself or through a person acting in its name and/or on its behalf, as provided for by law.
Pursuant to Article 45(2)(b) of Codified Law 2190/1920, the amount required for the payment of dividends as stipulated in Article 3 of Emergency Law 148/1967, i.e. 35% of the net profits resulting after the deduction made for the statutory reserves and the subtraction of profits from the sale of shares to a subsidiary, which are held for a period of at least ten years and represent participation of more than 20% of the paid up share capital of the subsidiary, is withheld from the net profits.
Non-distribution of the first dividend may be ordered by a decision of the General Meeting, which is adopted by a majority of 70% of the paid up share capital (Article 3(3) of Emergency Law 148/1967).
Each share’s dividend is paid to the shareholder within two (2) months from the date of the Ordinary General Meeting which approved the annual financial statements and on a date set by the Ordinary General Meeting or, if the decision of the General Meeting grants such authorisation, by the BoD. The place and method of payment is announced through the press. Shareholders who have not collected their dividends in time are not entitled to interest. Dividends which have not been claimed for a five-year period after they became due are passed in favour of the State.
Voting right and restrictions
Each share grants the right of one vote. In order for joint shareholders to have a voting right, they must nominate to the Company, in writing, one common representative for this share, who will represent them in the General Meeting and the exercise of their rights is suspended until he/she is designated. Each shareholder is entitled to participate in the Company’s General Meeting of shareholders, either in person or by proxy. As regards the procedure for the deposition of shares in order for the shareholder to participate in the General Meetings of the Company, the provisions of the Regulation on the Operation and Liquidation of the Dematerialised Securities System of the Athens Central Depository, as in force, will be applied. Shareholders who do not comply with the above will be allowed to participate in the General Meeting only by its permission. There are no restrictions on the voting right for the shareholders of the Company.
Minority rights are laid down in the Company’s Articles of Association, which refer to Codified Law 2190/1920, as in force. In particular:
1. At the request of shareholders that represent one twentieth (1/20) of the paid up share capital:
- The BoD must convene an Extraordinary General Meeting of the shareholders within forty-five (45) days from the date on which the request was served on the Chairman of the BoD. Such request must specify the items on the agenda. If the Board of Directors fails to convene a General Meeting within twenty (20) days from the service of the relevant request, the General Meeting is convened by the requesting shareholders at the Company’s cost, by decision of the Single-Member Court of First Instance with jurisdiction over the company’s registered seat which is issued under the injunction procedure. This decision specifies the place and time of the Meeting as well as the agenda.
- The BoD must include additional items in the agenda of the General Meeting that has already been convened, if the relevant request is submitted to the BoD at least fifteen (15) days prior to the General Meeting. The request for the inclusion of additional items in the agenda is accompanied by justification or a draft decision to be approved by the General Meeting. The revised agenda is publicised in the same manner as the previous one and must be published or notified under the responsibility of the BoD, pursuant to Article 26 of Codified Law 2190/1920 as in force, thirteen (13) days prior to the date of the General Meeting and, at the same time, made available to shareholders on the Company’s website, along with the justification or draft decision that has been submitted by shareholders, according to the provisions of Article 27(3) of Codified Law 2190/1920 as in force.
- According to the provisions of Article 27(3) of Codified Law 2190/1920 as in force, the BoD makes available to shareholders, at least six (6) days prior to the date of the General Meeting, draft decisions on items that have been included in the initial or the revised agenda, if the relevant request is submitted to the BoD at least seven (7) days prior to the date of the General Meeting.
- The Board of Directors is obliged neither to include items in the agenda nor to publish or notify them along with justification and draft decisions submitted by shareholders in accordance with the above paragraphs, if their content is obviously contrary to law and morality.
- The Chairperson of the Meeting can postpone the taking of decisions by the ordinary or extraordinary General Meeting on all or certain issues only once, specifying the date laid down in the request of shareholders as the date of resumption of the meeting, which however, may not be later than thirty (30) days from the date of the postponement.
- The BoD must announce to the Ordinary General Meeting the amounts that have been paid during the last two years to each member of the BoD or the managers of the Company as well as any provision made to these persons for any cause or under any contract signed between them and the Company.
- A decision on an item of the agenda of the General Meeting is taken by roll call.
2. Following a request submitted to the Company by any shareholder at least five clear days prior to the General Meeting:
- The BoD must provide to the General Meeting all the requested specific information on the Company’s affairs, to the extent that this is useful in assessing accurately the items on the agenda.
- The Board of Directors may provide a single reply to shareholders’ requests with the same content. There is no obligation to provide information where the relevant information is already available on the Company’s website, particularly in the form of questions and replies.
3. At the request of shareholders that represent one fifth (1/5) of the paid up share capital, which is filed to the Company at least five (5) clear days prior to the General Meeting
- The BoD is obliged to provide the General Meeting with information on the course of corporate affairs and the Company’s financial standing.
In all the above-mentioned cases, the BoD may refuse to provide information on sufficiently material grounds, which are recorded in the minutes. Such grounds may be, depending on the circumstances, the representation of the requesting shareholders in the BoD, pursuant to Article 18(3) or (6) of Codified Law 2190/1920 as in force, if the respective Members of the BoD have been informed accordingly in an adequate manner.