INVITATION

To the shareholders of the Société Anonyme under the corporate name

“SIDIREMPORIKI MAKEDONIAS SIDMA S.A.” with Commercial Registry no. 361801000

(Former S.A. Registry No. 7946/06/Β/86/2)

to the Annual General Meeting

 

Pursuant to Law 4548/2018 and the Articles of Association of the Company, the Board of Directors of the Société anonyme “SIDIREMPORIKI MAKEDONIAS SIDMA S.A.”, invites its shareholders to the Annual General Meeting which shall be held on May 25th 2020, Monday, at 10:00 am, in the Company's branch at Aspropirgos, Attica, 188 Megaridos str., 19300, Aspropirgos, for the discussion and decision-making on the following items of the agenda:

 

ITEMS OF THE AGENDA

1. Approval of the annual financial statements pertaining to the financial year 2019 (term 1/1/2019 – 31/12/2019) and the relevant reports of the Board of Directors and Auditors.
2. Approval of the total management of 2019, pursuant to article 108 of law 4548/2018, and discharge of Auditors from any liability under article 177 para. 1(c) of l. 4548/2018.
3. Appointment of Auditors, regular and substitute, for the use of 2020 and definition and approval of their fees.
4. Approval of Remuneration Report for the financial year of 2019 (article 112 l.4548/2018, as in force).
5. Granting of permission, under article 98 para. 1 l. 4548/2018, to members of the Board of Directors and General Managers or/and Company Managers for their participation in the Board of Directors or Management of related parties.
6. Election of new Board of Directors and appointment of independent non-executive members, pursuant to l. 3016/2002 on corporate governance, as amended and in force.
7. Appointment of auditing committee members.
8. Adoption of measures under article 119 para. 4 l.4548/2018, due to decrease of own company funds.
9. Increase of Company share capital by contributions in kind, by issuing new, common, registered shares with voting rights, (b) Amendment of article 5 of the Company Articles of Association and (c) Provision of Authorizations.

10. Adjustment of the Articles of Association of the Company pursuant to L. 4548/2018 by amendment of the total of its articles.

11. Amendment of common bond loan program of euro four million (€4,000,000).

12. Authorization of the Board of Directors of the Company to apply for the extension of the maturity date of the common bond loan program of euro four million (€ 4,000,000) until 31/12/2020.

13. Miscellaneous notifications.

 

RIGHT OF PARTICIPATION TO THE GENERAL MEETING

 

In the General Meeting may participate persons appearing as shareholders on the Dematerialized Securities System managed by “HELLENIC EXCHANGES SA Holding, Clearing, Settlement and Registration” (HELEX) (former Central Securities Depository), with which the securities of the Company are registered. The proof of shareholder's rights shall be held upon provision of the relevant certification in writing from the above-mentioned entity, or, alternatively, upon direct connection of the Company to its files. The capacity of shareholder shall be effected until 20/05/2020 (Registration Date), meaning on the fifth (5th) day prior to the day of General Meeting, and the proof of capacity may be held by any lawful means and, in any case, by notification to the Company from the central securities depository prior to the General Meeting.

As regards the Company, participation and voting rights to the general Meeting have persons bearing the capacity of shareholder on the relevant Registration Date. In case of non-conformity to the provisions of article 124 and 128 l.4548/2018, the relevant shareholder may participate in the General Meeting only upon prior permission.

The exercise of the rights above is not subject to the deposit of shares nor the completion of any other procedure, which prohibits the transfer of shares for the time period from the Registration Date until the General Meeting.

 

PROCEDURE FOR THE EXERCISE OF VOTING RIGHTS VIA REPRESENTATIVE

 

Shareholders may participate in the General Meeting and vote either in person or via representative. Each shareholder may appoint up to three (3) representatives. Legal persons may be represented in the General Meeting via up to three (3) natural persons. However, if the shareholder holds shares of the Company, which do not appear in more than one securities account, this limit does not prohibit the relevant shareholder from appointing different representatives for the shares appearing in each of the securities account regarding the General Meeting. Representatives acting on behalf of more than one shareholder may vote otherwise for each shareholder. Shareholders' representatives shall notify the Company, prior to the General Meeting, of any specific incident that may be necessary to the shareholders for the evaluation of the risk, regarding the pursuit of interests other than those of the represented shareholder by the representative. In the sense of this paragraph, conflict of interests may occur especially in case where the representative:

is a controlling shareholder or other legal person or entity controlled by them,

is a member of the Board of Directors or the general management of the Company or shareholder controlling the Company, or other legal person or entity controlled by the controlling shareholder,

is an employee or auditor of the Company or controlling shareholder, or other legal person or entity controlled by the controlling shareholder,

is the spouse of or relative in the first degree of any of the natural persons under (a) to (c).

The appointment and revocation of shareholder representative shall be held in writing and notified to the Company in the above manner at least forty-eight (48) hours prior to the date of the General Meeting.

The Company shall provide online (www.sidma.gr) the relevant form, which may be used for the appointment of representative. This form shall be filled and signed by the shareholder and delivered to the Shareholders' Service Department of the Company at 30, Vassileos Georgiou str., Chalandri, 152 33, ground floor, or via fax: 210 3498281, at least three (3) days prior to the date of the General Meeting. Shareholders shall confirm the delivery of the document for the appointment of representative with the Company by phone: 210 3498211, Mrs. Ioanna Orkoula.

Each share issued by the Company bears one voting right.

 

Participation in the General Meeting remotely or via letter

Due to extraordinary circumstances and in the context of measures adopted by the State on COVID-19, shareholders may participate, if they wish so, to the Annual General Meeting of the Company remotely in real time via teleconference, pursuant to article 33 para. 2 of the Legislative Act dated 20.03.2020 (Government Gazette A68/20.03.2020).

For this purpose, shareholders that wish to participate in the Annual general Meeting of the Company remotely shall notify, no later than the Registration Date, if possible, their intention to the Company at iorkoula@sidma.gr. The above communication may be held by any means that permit the identification of the person entitled to participate in the Annual General Meeting of the Company, or their representative.

Shareholders are kindly requested to notify in the context of the above communication, a valid e-mail address, to which the relevant procedure manual and one-time passwords shall be sent for the remote participation in the Annual General Meeting of the Company.

 

MINORITY SHAREHOLDERS RIGHTS

Pursuant to the provisions of article 121 para. 4 l. 4548/2018, as in force, the Company notifies the shareholders that they maintain the following rights under article 141 l.4548/2018:

Upon request of shareholders representing one twentieth (1/20)  of the paid-up share capital, the Board of Directors of the Company shall include in the daily agenda of the general meeting additional items, provided the relevant request is delivered to the Board of Directors until 10/05/2020, meaning at least fifteen (15) days prior to the general meeting. Additional items shall be published or notified by the Board of Directors, under article 122 l.4548/2018, at least seven (7) days prior to the General Meeting. The request for the addition of items shall be accompanied with a relevant explanatory report or resolution draft to eb approved by the general meeting, and the amended daily agenda shall be published in the same manner as the previous agenda, until 12/05/2020, meaning thirteen (13) days prior to the date of the general meeting, and made available online in the company website as provided under article 123 para. 4 l.4548/2018. If said items are not published, minority shareholders may request the postponement of the general meeting and proceed to the publishment themselves at the expense of the company.

Shareholders representing one twentieth (1/20) of the paid-up share capital have the right to submit resolution drafts on items included in the original or amended daily agenda. The relevant request shall be submitted to the Board of Directors by 18/05/2020, i.e. at least  seven (7) days prior to the date of the general meeting and published under article 123 para. 3 no later than 19/05/2020, i.e. six (6) days prior to the date of the general meeting.

Upon request of any shareholder submitted to the company until 19/05/2020, i.e. at least five (5) full days prior to the general meeting, the Board of Directors is obligated to provide to the general meeting requested information on Company affairs, so long as they are relevant with the items of the daily agenda. The board is not obligated to provide information already available on the Company website, as Q&A or otherwise. Furthermore, upon request of shareholders representing one twentieth (1/20) of the paid-up share capital, the Board of Directors is obligated to disclose to the general meeting, on its ordinary seating, the amounts which, during the least two years, have been paid to each member of the Board of Directors or Company managers, as well as any remuneration to the same persons provided for any reason or under any agreement with the Company. In all case above, the Board of Directors may refuse to provide such information for material reasons, which shall be recorded in the relevant minutes. Such reason may constitute, as the case may be, the representation of the relevant shareholders in the Board of Directors under article 79 or 80 l.4548/2018. In all cases above, the Board of Directors may answer collectively to requests with the same content.

Upon request of shareholders representing one tenth (1/10) of the paid-up share capital, delivered to the Company until 19/05/2020, i.e. at least five (5) full days prior to the General Meeting, the Board of Directors is obligated to provide to the General Meeting information on the course of company affairs and assets. The Board of Directors may refuse to provide such information for material reasons, which shall be recorded in the relevant minutes. Such reason may constitute, as the case may be, the representation of the relevant shareholders in the Board of Directors, pursuant to articles 79 or 80 l.4548/2018, provided the relevant members of the Board of Directors have been adequately informed on the pertinent matters. In all cases above, shareholders shall prove their rights and, excluding the first passage under (c) above, the number of held shares at the time of the relevant request.

 

AVAILABLE DOCUMENTS AND INFORMATION

The information provided under article 123 para. 3 and 4 of l.4548/2018 (invitation and convocation of the Annual General Meeting, total number of Company shares and relevant voting rights, documents to be submitted to the General Meeting, draft resolutions or comments of the Board of Directors of the Company on the items of the agenda and representative appointment form) are available online in the Company's website at www.sidma.gr. Copies of said documents shall be provided at the office of the Shareholders' Service Department at 30, Vassileos Georgiou str., Chalandri, 152 33.

 

Athens, April 29th, 2020

The Board of Directors