Invitation to the Shareholders Extraordinary Meeting Correct Repetition
CORRECT REPETITION
(SECTION D. VOTING RIGHTS OF THE MINORITY SHAREHOLDERS)
I N V I T A T I O N
To the Shareholders' Extraordinary General Meeting of the
“ATHENS WATER SUPPLY & SEWERAGE COMPANY - EYDAP S.A.”
Following the decision of the Board of Directors during its convention on December 5th 2013, 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 Extraordinary Shareholders' General Meeting on December 27th 2013, Friday, 11:00 am, at the “N.J.V. Athens Plaza” Hotel, located at Vasileous Georgiou A' 2 str., at Syntagma square, in order to decide upon the following agenda:
A. AGENDA
1. Resolution on the no. Δ6/2476 Joint Ministerial Decision (GG 3065/03.12.2013-Second Issue), as it was finally reissued due to an error, regarding the determination of overdue debts concerning, on one hand the debts of the Greek State towards “EYDAP S.A.” relating to Infrastructure works, Construction works of Water Supply for Public Entities, Construction and Maintenance Flood protection works etc. until the 30th of June 2013, on the other hand the non-tax liabilities of “EYDAP S.A.” towards the Greek State for the time period of the 25th of October 2004 until the 30th of June 2013, consisting of the price of the raw water granted by the Greek State to “EYDAP S.A.” during the aforementioned time period and also regarding the amortization of both sides' other claims arising from their contract dated 9 December 1999, as well as the waiver of “EYDAP S.A.” of any other claim and appeal.
2. Various 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 Shareholders' General Meeting.
Specifically, the capacity of Shareholder must be in force on the 22nd of December 2013, Sunday (Record Date) that is, on the commencement of the fifth (5th) day prior to the Extraordinary General Meeting of the 27th of December, 2013. According to the Law, only persons with the capacity of the Shareholder on the relevant Record Date are qualified to participate and vote.
The proof of the Shareholder qualification is provided by the relevant affirmation by HELEX or by direct electronic link of the Company with HELEX records. The relevant written confirmation or electronic affirmation regarding the capacity of the Shareholder must be provided to the Company the latest until the third (3rd) day prior to the General Meeting, that is, until Tuesday 24th of December.
If a Shareholder does not comply with the provisions of article 28a of Codified Law 2190/1920, said Shareholder participates in the General Meeting only after the authorization of the Meeting.
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 Extraordinary 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) natural persons as proxy holders. If a Shareholder owns shares of the Company which appear in more than one investor securities account, such limitation shall not prohibit said 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 appointment and the recall of a proxy holder shall be made in writing and shall be notified to EYDAP S.A. at least three (3) days prior to the day of the General Meeting, that is, until Tuesday 24th of December at the latest. 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 Shareholder and Investor Relations 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 submitted to the Shareholders and Investor Relations Department of EYDAP S.A. (156, Oropou St., Galatsi), at least three (3) days, as mentioned above, prior to the day of the General Meeting, that is, until Tuesday 24th of December at the latest.
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 additional matters in the agenda that has already convened, if the relevant application comes to the BoD at least fifteen (15) days before the General Meeting, that is until Thursday 12th of December 2013. The application must be accompanied by a written statement of reasons or a draft resolution for approval by the General Meeting. The revised agenda should be disclosed in the same manner as the previous agenda, thirteen (13) days before the General Meeting date, that is Friday 13th of December 2013, and at the same time made available to Shareholders through the Company's website (www.eydap.gr), along with the justification or draft resolution tabled by the Shareholders, in accordance with the provisions of article 27 par.3 of the Codified Law 2190/1920.
2. Upon application of the Shareholders that represent one twentieth (1/20) of the share capital, the BoD puts at the disposal of the shareholders, according to the provisions of article 27 par. 3 of the Codified Law 2190/1920, at least six (6) days before the date of the General Meeting, that is until Saturday, 21st of December, 2013, draft resolutions for matters that have been included in the initial or the revised agenda, if the relevant application has come to the BoD seven (7) days before the date of the General Meeting, that is until Friday, 20th of December, 2013.
3. Following the request of any Shareholder, communicated to the Company at least five (5) full days before the General Meeting, that is until Saturday, 21st of December, 2013, the Board of Directors must provide to the General Meeting, the requested, specific information with respect to matters of the Company, to the extend this information is useful for the actual assessment of the items on the agenda. Additionally, on the requisition of Shareholders representing one twentieth (1/20) of the paid-in share capital, the Board of Directors is required to inform the General Meeting on the amounts which were paid during the last two-year period by the Company for whatever reason to members of the Board of Directors or to the Managers or other employees of the Company as well as of any benefit by the Company to the above persons or any agreement whatsoever existing between the Company and such persons. The Board of Directors may refuse to supply the requested information for sufficient reasons which shall be entered in the Minutes. The Board of Directors may provide a single answer to Shareholders' requests that are of similar content. The obligation to provide information does not apply in the case that such information is already available through the Company's website, particularly in the case of frequently asked questions.
4. Upon application of Shareholders representing one fifth (1/5) of the paid-in share capital, submitted to the Company at least five (5) full days before the General Meeting, that is until Saturday, 21st of December, 2013, the Board of Directors is required to give to them during the General Meeting, information with regard to the course of the corporate affairs and the status of its property. The Board of Directors may refuse to provide such information, for sufficient and substantial reasons which shall be entered in the Minutes.
In the aforementioned cases, the Shareholders who are communicating a request 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. The presentation of a certification by the Hellenic Exchanges S.A. or the verification of a Shareholder's qualification through the direct electronic link of the Hellenic Exchanges S.A. and the Company, may be recognized as such proofs.
E. AVAILABLE DOCUMENTS & INFORMATION
Hard copies of the full text of the documents & information provided in article 27, par. 3 of Codified Law 2190/1920 shall be available in the Company's website (www.eydap.gr) and in printed form at the Shareholders and Investor Relations Department (156, Oropou Str, Galatsi).
For any further information please contact Mrs. Afroditi Katsouda, Shareholders and Investor Relations Officer, tel. +30 210 21.44.400 and +30 210 21.44.401.
In case of lack of quorum at the above date, the shareholders are invited again, in accordance with Article 29, paragraph 2 of the Codified Law 2190/1920, as in force, in the Repeated General Meeting, at the “N.J.V. Athens Plaza” Hotel, located at Vasileous Georgiou A' 2 str., at Syntagma square on January 7th, 2014, Tuesday at 11.00 am, 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, 3rd of January 2014, that is the fourth (4th) day before the Repeat General Meeting, date that Repeated General Meetings are registered in the shareholders record of EYDAP S.A., which is electronically kept in the "Hellenic Exchanges S.A.” (HELEX), without the obligation to block the shares. The relevant written confirmation or electronic affirmation regarding the capacity of the Shareholder must be provided to the Company the latest until the third (3rd) day prior to the Repeat General Meeting, that is, until Friday, the 3rd of January, 2014 (since January 4th is a non-working day).