Invitation of the shareholders to an Extraordinary General Meeting of 12/3/2012
In compliance with the provisions of Law and the Company's Articles of Association, following a decision made by the Board of Directors during its meeting held on the 14th of February 2012, Company Shareholders are hereby invited to participate in an Extraordinary General Meeting to be held on Monday the 12th of March 2012, at 10.00 am, at the Company's registered offices, in the Municipality of Peania, Attiki (19th km Peania – Markopoulo Avenue, 2nd Complex, on the right for those directed from Peania towards Markopoulo), for the purpose of deliberating and resolving upon the following agenda items:
AGENDA ITEMS
- Election of a new Board of Directors;
- Election of an Audit Committee;
- Approval of contract conclusion, in application of article 23a of C.L. 2190/1920 as currently in force;
- Purchase of the Company's own shares at a maximum number of shares that shall not exceed 10% of the paid off share capital under article 16 of Codified Law 2190/1920, as currently in force and determination of terms thereof;
- Miscellaneous announcements.
If, during the above General Meeting, the quorum provided for by law and the Company's Articles for the making of decisions on all or any part of the said agenda items is not attained, Company Shareholders are invited to the 1st Repeat General Meeting to be held on Friday the 23th of March 2012, at 10.00 am, in the place mentioned above, with no further notice.
If, during the above 1st Repeat General Meeting, the quorum provided for by law and the Company's Articles for the making of decisions on all or any part of the said agenda items is neither attained, Company Shareholders are invited to the 2nd Repeat General Meeting to be held on Friday the 6th of April 2012, at 10.00 am, in the place mentioned above, with no further notice.
Pursuant to C.L. 2190/1920, as amended by Law 3884/2010 and as currently in force, the Company hereby informs its Shareholders that:
General Meetings may be attended by all Company Shareholders, who can participate either in person or by proxy, by signing the related authorization form which is available at the Company webpage (www.intrakat.gr). Each share entitles its holder to one vote.
Extraordinary General Meetings may be attended by any person whose name is listed in the Dematerialised Securities System (DSS) records administered by «HELLENIC EXCHANGES S.A.» (HELEX), where the Company's securities (shares) are being kept. Shareholder's capacity is evidenced by the production of the related HELEX written certificate or, alternatively, by the on-line connection of the Company with HELEX files.
The shareholder's capacity must be valid on 07.03.2012 (Record Date), i.e. on the fifth (5th) day before the Extraordinary General Meeting to be held on 12.03.2012 and the related written certificate or the on-line verification regarding such shareholding capacity must be submitted to or made by the Company by 09.03.2012 at the latest, i.e. on the third (3rd) day before the Extraordinary General Meeting.
For the 1st Repeat General Meeting, the shareholder's capacity must be valid on 19.03.2012, i.e. on the fourth (4th) day before the 1st Repeat General Meeting (Record Date of the 1st Repeat General Meeting) and the related written certificate or the on-line verification regarding such shareholding capacity must be submitted to or made by the Company by 20.03.2012 at the latest, i.e. on the third (3rd) day before the Extraordinary General Meeting.
For the 2nd Repeat General Meeting, the shareholder's capacity must be valid on 02.04.2012, i.e. on the fourth (4th) day before the 2nd Repeat General Meeting day (Record Date of the 2nd Repeat General Meeting) and the related written certificate or the on-line verification regarding such shareholding capacity must be submitted to or made by the Company by 03.04.2012 at the latest, i.e. on the third (3rd) day before the Extraordinary General Meeting day.
The Company shall consider that only persons who bear the shareholder's capacity on the respective Record Date shall be entitled to participate in and vote at the Extraordinary General Meeting. In case of non compliance with the provisions of article 28a of C.L. 2190/1920 as in force, non compliant shareholders may only participate in the Extraordinary General Meeting upon its permission.
Exercising of the said entitlements shall not be subject to the blockage of the holder's shares neither to the observation of any other similar procedure which restricts the possibility of their selling and transferring during the period between the record date and the Extraordinary General Meeting day.
B. Closing dates for exercising Shareholders' Minority Rights under par. 2, 2a, 4 and 5 of article 39, C.L. 2190/1920.
- Shareholders representing one twentieth (1/20) of the paid up share capital of the Company may request:
- by submitting an application to the Board by 25.02.2012, accompanied by its justification or by a draft decision to be approved by the General Meeting, the entering of additional items to the GM agenda. The reviewed agenda shall be publicized in the same manner as the previous agenda, on 28.02.2011;
- by submitting an application to the Board by 05.03.2012, the provision of draft decisions by 06.03.2012 on any items that have been included in the original or any reviewed agenda.
- Any shareholder may request, by submitting an application to the Company by 06.03.2012, the provision of specific information to the General Meeting regarding Company affairs, to the extent that such information is useful for the actual assessment of the agenda items.
- Shareholders representing one fifth (1/5) of the paid up share capital of the Company may request, by submitting an application to the Company by 06.03.2012, the provision of information to the General Meeting on the course of Company affairs and on the Company's property situation.
Detailed information on the above minority rights and the terms for their exercising may be found at the Company's website (www.intrakat.gr).
C. Procedure for the exercise of voting rights by proxy
Shareholders participate in Extraordinary General Meetings and vote either in person or by proxy. A proxy who acts on behalf of several shareholders may vote differently for each shareholder. Legal persons participate in General Meetings by delegating up to three (3) individuals as their proxies.
A shareholder may delegate a proxy for only one general meeting or for as many meetings as may take place within a specific period of time. Proxies vote under the instructions, if any, of their delegating shareholders, and are obliged to file such voting instructions for at least one (1) year from the submission of the minutes of the General Meeting's proceedings to the competent supervising authority or, if a decision is subject to publicity formalities, from its registration in the SA Companies Records. Non compliance of a proxy to the instructions given shall not prejudice the validity of the GM decisions, even when the vote of such non compliant proxy was determinant for the taking thereof.
Before the commencement of a General Meeting, shareholders' proxies are under the obligation to notify any specific event that might be useful to shareholders for the purposes of assessing the risk that such proxies could serve other interests than the ones of their delegating shareholders. In the sense of this paragraph, conflict of interest may occur, in particular when a proxy:
a) is a shareholder who exercises control over the Company or is another legal person or entity controlled by such shareholder;
b) is a Director or manager of the Company or of any shareholder who exercises control over the Company or over another legal person or entity controlled by a shareholder who exercises control over the Company;
c) is an employee or chartered auditor of the Company or of a shareholder who exercises control over the Company or over another legal person or entity controlled by a shareholder who exercises control over the Company;
d) is a spouse or first degree relative of one of the individuals who are mentioned in indents a) to c) above.
Appointment and revocation of a shareholder's proxy shall be made in writing and shall be communicated to the Company under the same formalities, at least three (3) days before the date set for the Extraordinary General Meeting.
Every shareholder may appoint up to three (3) representatives. However, if a shareholder holds Company shares that are listed to several securities accounts, such limitation shall not prevent the shareholder to appoint different proxies for his/her/its shares that are listed in each securities account, as regards the Extraordinary General Meeting.
The Company has uploaded to its website (www.intrakat.gr) the standard form that has to be used for the appointment of a representative. Such form shall be filled in, signed and submitted by the interested shareholder to the Company's Department of Shareholders' Services, at the address: 19th km Peania – Markopoulo Avenue, Peania, Attiki, or shall be faxed to: +30 2106677193, at least three (3) days before the Extraordinary General Meeting day. Interested parties are requested to cause verification of the successful transmission of their proxy appointment form and its receipt by the Company. For such purpose, any interested party may call the line: +30 210 6674346 (Department of Shareholders' Services).
The Company's Articles of Association does not make any provision for the possibility of Shareholders to participate in General Meetings using electronic means, i.e. without their natural presence at the meeting place, the possibility of distance voting by electronic means or correspondence, or the possibility of appointing and revoking representatives by electronic means, as no related Ministerial Decisions have been rendered yet to determine the conditions of minimum technical specifications for ensuring shareholders' identity and for the security of electronic or any other connections.
D. Available documentation & information
The information mentioned in article 27, par. 3 of C.L. 2190/1920 is available on-line at the Company's webpage (www.intrakat.gr). The full text of the documents and draft resolutions provided for in article 27, par. 3, indents c) and d) of C.L. 2190/1920 are also available in hard copy, at the Company office of the Department of Shareholders' Services, 19th km Peania – Markopoulo Avenue, Peania, Attiki.
Peania, 14.02.2012
THE BOARD OF DIRECTORS