ATHEXGROUP

Shareholder Rights

Each share of the Company incorporates all the rights and obligations defined by the Law and the Articles of Association of the Company, which, however, does not contain provisions more restrictive than those provided by the Law. The possession of the share title automatically implies the acceptance by the owner of the Company's Articles of Association and the legal decisions of the General Meetings of shareholders. The Articles of Association of the Company do not confer special rights in favor of specific shareholders. The Company's shares are freely negotiable. A trading unit is one (1) share. The liability of shareholders is limited to the nominal value of the shares they hold. Shareholders participate in the management and profits of the Company, in accordance with the Law and the provisions of the Articles of Association. The rights and obligations arising from each share shall be traced back to any universal or special successor of the shareholder. Shareholders exercise their rights, in relation to the Company's management, only through the General Meetings.  

 

Shareholders have the right of pre-emption to any future increase of the Company's share capital, depending on their participation in the existing share capital, as defined in article 13, paragraph 5 of Codified Law 2190/1920. Exceptionally, in the event of an increase in the Company's share capital by decision of the Board of Directors (as has already taken place), the founding shareholders, by way of derogation from article 13 of Codified Law 2190/1920, did not have the right of pre-emption to the increase, as explicitly provided for in the now repealed article 51 of Law 2778/1999. The creditors of the shareholder and their successors may under no circumstances cause the seizure or sealing of any property or books of the Company, nor request its distribution or liquidation, nor interfere in any way in its administration or management.

 

Every shareholder, wherever he resides, is considered to have legal residence at the Company's headquarters in terms of his relations with it and is subject to Greek Law. Any dispute between the Company on the one hand and the shareholders or any third party on the other hand, falls under the exclusive jurisdiction of the ordinary courts, and the Company is sued only before the courts of its registered office. Each share shall confer the right to one vote. In order to have the right to vote, joint owners of shares must indicate to the Company in writing a common representative for this share, who will represent them at the General Meeting, and until this determination the exercise of their rights is suspended. Each shareholder is entitled to participate in the General Meeting of the Company's shareholders either in person or by proxy.

 

Vis-à-vis the Company is considered a shareholder entitled to participate in the General Meeting and to exercise the right to vote the registered on the Date of Recording in the Dematerialized Securities System (DSS) of the société anonyme "HELLENIC CENTRAL SECURITIES DEPOSITORY S.A." or the person identified as such on the relevant date through registered intermediaries or other intermediaries in compliance with the provisions of the legislation (Law 4548/2018, Law 4569/2019, Law 4706/2020 and Regulation (EU) 2018/1212) as well as the Regulation of Operation of the Hellenic Central Securities Depository (Government Gazette B ́ Government Gazette B/1007/16.03.2021).

 

Proof of shareholder status is made by any legal means and in any case on the basis of information received by the Company until before the commencement of the General Meeting by ELKAT. or through the above intermediaries in accordance with the above provisions. A shareholder may participate in the General Meeting based on confirmations or notifications of articles 5 and 6 of Regulation (EU) 2018/1212 provided by the intermediary unless the Meeting refuses such participation for an important reason justifying its refusal in compliance with the applicable provisions (article 19 par. 1 of Law 4569/2018, article 124 par. 5 of Law 4548/2018).

 

The exercise of these rights does not require the blocking of the beneficiary's shares or the observance of any other similar procedure, which restricts the possibility of selling and transferring them during the period between the Record Date and the General Meeting.  

 

Shareholders who do not comply with the deadline of para. 4 of article 128 of Law 4548/2018, i.e. have not submitted in writing or by electronic means any appointment of a representative or representative to the Company, at least forty-eight (48) hours prior to the date set for the meeting of the General Assembly shall participate in the General Assembly unless the General Meeting refuses such participation for important reasons justifying its refusal.

 

The minority rights of the company's shareholders are exercised according to Codified Law 4548/2018 as in force.  

 

Every shareholder listed in the register of shareholders kept by the Company on the date of approval of the annual financial statements by the Annual General Meeting of shareholders or whenever appointed is entitled to a dividend. The payment of the dividend by the Company is made through a credit institution or ELKAT at the Company's option. The selected entity is paid the total dividend payable which is distributed to the beneficiaries in accordance with the information provided by the Company in accordance with the specific provisions of the Dematerialized Securities System (DSS) Regulation of Operation. The payment and payment of the dividend will be made pursuant to a relevant written agreement between the Company and the selected entity, which must show that the deposit of the individual dividend amounts to the operators of the DSS will have been made within seven working days at the latest from the date of determination of the beneficiaries of the dividend. Entitlement to dividends which have not been claimed for a period of five years is time-barred in favour of the State. 

 

Regarding the procedure for the participation of shareholders in the General Meetings of the Company's shareholders, and the procedure for the payment of the dividend, they will be applied in addition to the provisions of the Articles of Association and the provisions of the Regulation of Operation and Liquidation of the Company's Dematerialized Securities System, as in force from time to time.