INVITATION TO THE ANNUAL ORDINARY SHAREHOLDERS ASSEMBLY
INVITATION TO THE ANNUAL ORDINARY SHAREHOLDERS ASSEMBLY
of PASAL DEVELOPMENT S.A.
SA. Reg. No. 25148/06/Β/91/29
In accordance with the corporate law and the Articles of Association, the Board of Directors of PASAL DEVELOPMENT S.A. invites the Company's Shareholders to the Annual Ordinary Shareholders' Assembly, which will convene on Thursday June 20th 2013, at 11.00 am, at the Company's Headquarters on 116 Kifissias Ave. & 1 Davaki Str., Athens In the 4th floor, with the following agenda subjects:
DAILY AGENDA
1) Submission for approval of the Annual Financial Report of the Company & the Group for the fiscal year 2012 (period from 01.01.2012 to 31.12.2012), including the annual financial statements, (on corporate and consolidated basis), for the above mentioned fiscal year (01.01.2012 to 31.12.2012), together with the relevant reports of the Board of Directors and the Certified Auditors for the same period.
2) Discharge of the Board of Directors and the Certified Auditors from all liabilities related to their activities during the fiscal year ended at 31.12.2012, (01.01.2012 to 31.12.2012).
3) Election of one regular and one substitute Certified Auditor for auditing the financial statements (corporate & consolidated) and the tax audit for the fiscal year 2013 and determination of their fees.
4) Approval of the remuneration paid to the BoD.
5) Decision to permit the Directors and the Executives of the Company, in accordance to the art.23 of Codified Law 2190/1920, to participate in the Boards of Directors of subsidiaries or affiliated companies, as described in ar42e par. 5 of Codified Law 2190/1920.
6) Other topics and announcements
In case quorum is not achieved during the aforementioned Annual Ordinary Shareholders Assembly of 20.06.2013, company shareholders are invited to a Repeat Ordinary Shareholders Assembly that will follow on Monday 8.7.2012 at 11.00 a.m. at the Company Headquarters 116 Kifissias Ave. & 1 Davaki Str., 4th floor, Ambelokipoi, Athens, without the issue of a further invitation.
According to Article 26, paragraph 2b of Law 2190/1920, as amended by Article 3 of Law 3884/2010 and in force, the Company informs the Shareholders of the following:
Participation & voting rights
Each share has the right to one vote. Participation rights are granted to each person registered as a Company shareholder in the “Dematerialized Securities System” of Hellenic Exchanges S.A. (HELEX), where the company securities are kept. Proof of shareholder status is done with the presentation of a written certificate issued by HELEX, or though a direct electronic link between the company and the records of the latter.
Shareholder status must exist at the beginning of the 5th day before the date of the General Shareholder Assembly of 20.06.2013, i.e. the 15.06.2013 (record date), and the relevant written certification or electronic verification must be presented to the Company at 17.06.2013, the 3rd day before the General Shareholder Assembly, the latest.
For the Repeat General Shareholder Assembly, shareholder status must exist at the begging of the 4th day before the Repeated General Shareholder Assembly date, i.e. at 04.07.2013 (repeat assembly record date), and the relevant written certification or electronic verification must be presented to the Company the latest at 05.07.2013, i.e. the 3rd day before the Repeated General Shareholder Assembly date.
The Company considers, that voting rights are granted only to the persons who have shareholder status at the relevant record date. In case of no compliance with the provisions of article 28a of Law 2190/1920 a shareholder can participate only after a permission granted by the General Shareholder Assembly.
Exercise of the shareholder rights does not require the blocking of shares or the application of a similar procedure that would restrict the ability to sell or to transfer these shares during the period between the record date and the General Shareholder Assembly date.
Procedure of exercise voting rights through a proxy
Each shareholder can participate in the General Shareholder Assembly in person or through a proxy. Each shareholder may appoint up to 3 proxy holders. However if the shareholder owns Company shares through more than one securities accounts, this restriction does not limit the shareholders ability to appoint different proxy holders for each securities account and in relation with the General Shareholder Assembly. Legal entities participate in the General Shareholder Assembly by appointing as proxy holders up to 3 persons. A proxy holder representing different shareholders may vote differently for each one of them.
Each shareholder representative must inform the Company before the beginning of the General Shareholder Assembly on any event that would be useful to the shareholders for assessing the risk for the representative to serve its own interests, other than the interests of shareholders. For the purposes of this paragraph a conflict of interest may be apparent when the proxy holder:
a) is a shareholder who exercises control on the Company, or is a legal entity controlled by such a shareholder.
b) is a BoD member or executive of the Company, the controlling shareholder or any other legal entity controlled by such shareholder.
c) is an employee or certified auditor of the Company or the shareholder who exercises control on the Company, or any other legal entity controlled by such shareholder.
d) is a spouse or first degree relative with one of the individuals mentioned in the cases (a) to (c).
The appointment and the revocation of a proxy holder's right to participate in the General Assembly is done in writing and is communicated to the Company by submitting the document at the Company Headquarters (116 Kifissias Avenue & 1 Davaki str, Athens) or send by mail at least three (3) days before the date of the General Shareholder Assembly.
An Authorization form (in Greek only) is available on the Company website www.pasal.gr
In the absence of statutory provision, the Company does not accept electronic notifications of appointment and revocation of proxy holders.
Procedure for the exercise of voting rights through mail or through electronic means
In the absence of a relevant statutory provision it is not possible to exercise voting rights remotely through mail or electronic means.
Minority interests according to paragraphs 2, 2a, 4 & 5 of article 39 of the Law 2190/1920 as in effect.
Shareholders representing 1/20th of the paid share capital may request the Board to amend the agenda with additional issues. The relevant request must reach the Board at least 15 days before the General Shareholder Assembly date, i.e. until 05.06.2013 and should be accompanied by a justification or a draft decision to be approved by the General Assembly. The revised agenda is published the same way as the previous agenda, thirteen (13) days before the date of the General Shareholder Assembly and also made available to the 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.
Shareholders representing 1/20th of the share capital may request the Board to make available to shareholders draft resolutions for items included in the original or the revised agenda. The latter is required to comply with that request at least six (6) days before the date of the General Assembly. The request should be submitted to the Board seven (7) days before the date of the General Meeting, i.e. until 13.06.2013.
At the request of any shareholder, submitted to the Company five (5) days before the General Assembly date, i.e. until 14.06.2013, the Board shall provide the General Assembly with any information requested regarding Company issues that are deemed useful for the appraisal of the agenda issues. The Obligation to provide such information does not exist, when the relevant information is available in the Company website.
Also, at the request of shareholders representing 1/20 of the paid up share capital, the board shall inform the General Assembly, if it is an Ordinary one, on the amounts paid to each member of the Board of Directors or the Company Executives during the last two years as well as any benefits granted to these persons from any cause or the company's contract with them.
At the request of shareholders representing 1/5th of the paid share capital, which is submitted to the Company within the period of the previous paragraph, the Board shall provide the General Assembly with information on the state of corporate affairs and the Company's assets.
In all the above mentioned cases the applicant shareholders must prove their status and number of shares owned before the exercise of the above rights. This is done with the presentation of a written certificate issued by HELEX, or through a direct electronic link between the company and the records of the latter.
Information (as provided by paragraph 3, article 27 of Law 2190/1920 as in effect).
The information referred to article 27 paragraph 3 of Law 2190/1920 including the invitation to the General Shareholder Assembly, the form for appointing a proxy and the draft decisions on the agenda issues are available in electronic form in the Company website www.pasal.gr. Interested shareholders may obtain copies of any documents and draft decisions referred to paragraph 3, article 27 of Law 2190/1920, as in effect from the Company Headquarters at 116 Kifissias Rd 1 Davaki str , 115 26 Athens, or by contacting Investor Relation Service (tel. No 0030 - 210-6967600.
Athens, 27.05.2013
The Board of Directors