INVITATION OF SHAREHOLDERS IN THE ANNUAL GENERAL MEETING

 

of the limited company under the name “PAPAPANAGIOTOU Industrial Company and Agency”

having the distinctive title “DROMEAS” (ARMA 11045/06/V/86/10).

According to the law and the statute, the BoD of the limited liability company under the name

“PAPAPANAGIOTOU Industrial Company and Agency” having the distinctive title “DROMEAS”

(hereinafter the Company) with the 06/06/2016 decision calls the shareholders of the company in the

Annual General Meeting, on 28/06/2016, Monday at 12:00 a.m. at the offices of the Company in

Industrial Area of SERRES, GR 62121 – Municipal Section Lefkonas the Municipality of Serres, for

discussion and decision making on the following topics of the agenda:

1. Submission for approval of the annual financial statements for the fiscal year 01.01 -

31.12.2015, with the reports of the Board and of the auditors.

2. Release of the Board and the auditors from any responsibility for the fiscal year 01.01-

31.12.2015.

3. Election of auditors for the fiscal year 01.01-31.12.2016.

4. Approval of remuneration of board members for the year 01.01-31.12.2015.

5. Preliminary approval of the remuneration of BoD for the year 01.01-31.12.2016.

According to Article 26 paragraph 2b of Law 2190/1920, as amended by article 3 of Law 3884/2010

and is in force, the Company should inform the Shareholders on the following:

Α. Right to participate and vote.

Each share has one vote. The General Meeting is entitled to participate as a shareholder who

appears in the records of the “System Dematerialized Securities” of Greek Exchanges SA;

(G.E.S.A.), in which the securities of the company are being held. The proof of qualification as a

shareholder is by presenting relevant certification of that agency or, alternatively, by direct electronic

connection between the Company and the files of the agency. The status of shareholder must exist at

the start of the fifth (5th) day before the day of the General Meeting of 28-06-2016, i.e. the 23-06-

2016 (Record Date), and the relevant written or electronic verification of the shareholder status must

reach the Company not later 25-06-2016, i.e. the third (3rd) day before the meeting of the General

Meeting. Against the Company is entitled to participate and vote in the General Meeting only he who

bears the shareholder status at that Record Date. Failure to comply with the provisions of Article 28a

of Codified 2190/1920, the shareholder participates in the General Meeting only after its permission.

The exercise of these rights (to participate and vote) does not require the commitment of shares or of

any other similar process, which limits the sale and transfer of shares during the interval between the

Record Date and the General Meeting.

B) Procedure for exercise voting right by proxy

Each shareholder participates in the General Meeting and may vote either in person or by proxy. Any

shareholder may appoint up to three (3) representatives. However, if the shareholder owns shares,

which appear in more than one securities account, this restriction does not preclude the shareholder

to appoint different representatives for the shares held in each Account in relation to the General

Meeting. Representative acting on behalf of several shareholders may vote differently for each

shareholder. The appointment and revocation of a proxy holder is by writing or by electronic means

and communicated to the Company with the same types, at least three (3) days before the date

appointed for the meeting. The proxy holder shall notify the Company before the General Meeting

each specific event, which may be useful to shareholders for the risk assessment that the

representative will serve interests other than the interests of the shareholder. For the purposes of this

paragraph may be apparent conflict of interests, especially where the agent:

a) is a shareholder who has control of the Company or other legal person or entity which is controlled

by such shareholder.

b) is a board member or a member of the general administration of the Company or shareholder who

has control of the Company, or other legal person or entity controlled by a shareholder who has

control of the Company.

c) is an employee or an auditor of the Company or shareholder who has control of the Company, or

other legal person or entity controlled by a shareholder who has control of the Company.

d) is spouse or first degree relative with one of the individuals mentioned in the above cases.

The appointment and revocation of a representative to participate in the General Meeting shall be in

writing and communicated to the Company in writing, at the head offices of the company (Industrial

SERRES, GR 62121 - Municipal Section Lefkonas, Municipality of Serres, Shareholder Services

Department) at least three (3) days before the date of the General Meeting and the authorization form

is available on the website www.dromeas.gr .

In the absence of statutory provision, the Company does not accept electronic notifications of the

appointment and removal of the agents as well as is not possible to participate and vote at General

Meetings by electronic means or by distance. The recipient shareholder is required to ensure the

confirmation of successful delivery of the form appointing representatives and of the receipt by the

Company by calling the phone number 00302321099251.

C) Minority shareholders in accordance with paragraphs 2, 2a, 4 and 5 of Article 39 of Law 2190/1920

as applicable.

At the request of shareholders representing 1 / 20 of the paid up share capital the Board is obliged to

include in the agenda any additional subjects. The relative request must reach the Board at least 15

days before the General Meeting, i.e. until 13 June 2016 and be accompanied by a justification or a

draft decision for approval by the General Meeting. The revised agenda is made public in the same

way as the previous agenda, thirteen (13) days before the date of the General Meeting, and at the

same time is made available to shareholders in the company's website, along with a justification or a

draft decision submitted by the shareholders as provided in Article 27 paragraph 3 of Law 2190/1920.

At the request of shareholders representing 1 / 20 of the paid up share capital the Board shall make

available to shareholders six (6) days before the date of the General Meeting a draft resolutions for

items included in the initial or revised agenda provision. The request must reach the Board seven (7)

days before the date of the General Meeting, which runs until 21-06-2016.

At the request of any shareholder who submitted to the Company five (5) full days before the General

Meeting, ie until June 22, 2016 the Board must provide to the General Meeting the requested specific

information regarding the affairs of the Company to the extent they are useful for the assessment of

the topics of the daily agenda. Obligation to provide information does not exist when the relevant

information is available on the company website.

At the request of shareholders representing 1 / 5 of the paid up share capital, which is presented to

the Company within the period of the previous paragraph, the Board must provide to the General

Meeting information on the state of corporate affairs and the situation of assets of the company. The

Board may refuse to provide information due to substantial cause, which is recorded in the minutes.

In all the above mentioned cases the requesting shareholders must prove their shareholder status

and number of shares held in the exercise of their right. Such evidence is also supported by an

attestation from the organization which records the relevant securities or the certification of the

shareholder status through online entity and Company.

D) Available Documents

The full text of draft resolutions and any documents referred to in the provision of Article 27

paragraph 3 c. c and d of CL 2190/1920 is available in hard copy at the offices of the Company in

Industrial SERRES, GR 62121 - Municipal Section of the Municipality of Serres Lefkonas.

E) Available Information

Information about the 3rd Article 27 of Law 2190/1920, as applicable, will be available on the website

www.dromeas.gr.

 

SERRES, 06/06/2016

The Board of Directors

 

INVITATION OF SHAREHOLDERS IN THE ANNUAL GENERAL MEETING