PHILIPPOS NAKAS S.A.

(FORMER S.A. REGISTER NUMBER 3769/06/Β/86/68)

GENERAL COMMERCIAL REGISTRY NUMBER 327701000

 

INVITATION TO SHAREHOLDERS TO AN ANNUAL GENERAL MEETING

In accordance with the Law and the Articles of Association of the company, the shareholders of the company are invited to:

- an Ordinary General Meeting, which will be held on Wednesday, December 4, 2024 at 09:00 a.m. at the company's headquarters at 19th km. Lavriou Avenue, Paiania, Attica.

- In the event that the required quorum of 1/5 of the share capital for all items on the agenda is not achieved at the above Ordinary General Meeting, a Repeat Ordinary General Meeting will be called, which will be held on December 14, 2024, Saturday, at 10:00 AM at the company's headquarters at 19th km. Lavriou Avenue, Paiania, Attica, without any further invitation being published.

Shareholders are invited to discuss and make decisions on the following agenda:

 

Agenda

1. Submission and approval of the annual Financial Report of the Company and the Group for the fiscal year 2024 (01.07.2023 - 30.06.2024) together with the annual Financial Statements (company and consolidated) for the fiscal year in question as well as the relevant annual Reports of the Board of Directors and the Auditors.

2. Approval of overall management according to article 108 of Law 4548/2018 for the fiscal year 01.07.2023 - 30.06.2024 as well as exemption of the Auditors from any liability.

3. Election of Certified Auditors for the fiscal year 01.07.2024 to 30.06.2025.

4. Submission and approval of the remuneration report of members of the Board of Directors.

5. Presentation of the Report of the Independent Non-Executive Members of the Board of Directors, in accordance with article 9 par. 5 of Law 4706/2020.

6. Presentation of the Audit Committee Report for the fiscal year from 01.07.2023-30.06.2024 to the company's shareholders by the Chairman of the Audit Committee.

7. Approval of dividend distribution for the fiscal year 01.07.2023 – 30.06.2024.

 

a. Right to Participate and Vote in the Ordinary General Meeting:

Each shareholder is entitled to participate and vote in the Ordinary General Meeting. Each share of the company grants the right to one (1) vote.

Anyone who appears as a shareholder in the records of the Dematerialized Securities System, managed by the HELLENIC EXCHANGES - ATHENS STOCK EXCHANGE (ATHEX), where the company's securities (shares) are kept, is entitled to participate in the Ordinary General Meeting. Proof of shareholder status is provided by presenting a relevant written certificate from the “HELLENIC EXCHANGES - ATHENS STOCK EXCHANGE (ATHEX), or alternatively, by directly connecting the company to the records of the said body. The shareholder status must exist at the beginning of the fifth (5th) day before the Ordinary General Meeting of December 4, 2024, i.e. at the beginning of November 29, 2024 (record date) and the relevant written confirmation or electronic certification of their shareholder status must be received by the Company, no later than 24 hours before the Ordinary General Meeting. In order to participate in the Repeat Ordinary General Meeting of December 14, 2024, the shareholder status must exist at the beginning of the fifth (5th) day before the meeting day of the initial Ordinary General Meeting, namely on November 29, 2024 (recording date of the Ordinary General Meeting) and the relevant written confirmation or electronic certification of the shareholder status must be received by the company no later than 24 hours before the specified meeting date of the aforementioned Repeat Ordinary General Meeting.

In the Ordinary General Meeting and the Repeat Ordinary General Meeting, only anyone who holds the status of shareholder on the Recording Date, namely on November 29, 2024, has the right to participate and vote. In case of non-compliance with the above provisions of article 124 of Codified Law 4548/2018, the shareholder in question participates in the Ordinary General Meeting only after its permission.

b. Procedure for exercising voting rights through a representative(s):

The shareholder participates in the Ordinary General Meeting of the company and votes either in person or through representatives. Provisions of the articles of association, which limit either the exercise of shareholder rights by representatives or the eligibility of persons who may be appointed as representatives, are not valid. Each shareholder may appoint up to three (3) representatives. However, if the shareholder holds shares of the company, which appear in more than one securities account, this limitation does not prevent the shareholder from appointing different representatives for the shares appearing in each securities account in relation to the Ordinary General Meeting. A representative acting for more than one shareholder may vote differently for each shareholder. Legal entities participate in the general meeting by appointing up to three (3) natural persons as their representatives. The shareholder may appoint a proxy for a single general meeting or for as many meetings as may take place within a certain period. The proxy votes in accordance with the shareholder's instructions, if any, and is required to archive the voting instructions for at least one (1) year from the submission of the minutes of the general meeting to the public authority, or if the decision is submitted to the public from its registration in the Registrar of Companies. The shareholder's proxy is required to notify the company, before the beginning of the Ordinary General Meeting, of any specific fact that may be useful to the shareholders in assessing the risk that the proxy may serve interests other than those of the shareholder. A conflict of interest may arise in particular when the representative: a) is a shareholder exercising control of the company or another legal person or entity controlled by that shareholder, b) is a member of the board of directors or the general management of the company or shareholder exercising control of the company, or another legal person or entity controlled by a shareholder exercising control of the company, c) is an employee or a certified auditor of the company or shareholder exercising control of the company, or another legal person or entity controlled by a shareholder exercising control of the company, d) is a spouse or first-degree relative of one of the natural persons referred to in cases a' to c'. The appointment and revocation of a shareholder's proxy shall be made in writing or by electronic means and shall be notified to the company, at least 48 hours before the date set for the Ordinary General Meeting, during business days and hours. The company has made available on its website (www.nakas.gr) the form used for the appointment of a proxy. The said form shall be submitted, completed and signed by the shareholder, to the company's Head Offices, at 19th km. Lavriou Ave., Paiania, Attica (Shareholder Services Department, responsible: Ms. Filothei Lapsani) or sent electronically to the email address filothei@nakas.gr  or by fax to: 210 6686108, at least 48 hours before the date of the Ordinary General Meeting or any Repeated Meetings thereof. The beneficial shareholder is requested to ensure confirmation of the successful sending of the proxy appointment form and its receipt by the company, by calling: 210 6686101.

c. Minority Rights of Shareholders.

1) Upon request of shareholders representing one twentieth (1/20) of the paid-up share capital, the Board of Directors is obliged to include additional items in the agenda of the Ordinary General Meeting already convened for December 4, 2024, if the relevant request is received by the Board of Directors at least fifteen (15) days before the Ordinary General Meeting, i.e. by November 19, 2024. The request for the inclusion of additional items in the agenda is accompanied by a justification or a draft resolution for approval at the Ordinary General Meeting and the revised agenda is published in the same manner as the previous agenda thirteen (13) days before the date of the Ordinary General Meeting, i.e. by November 21, 2024 and is simultaneously made available to shareholders online, on the Company's website. (www.nakas.gr), together with the justification or the draft resolution submitted by the shareholders as provided for in article 141 of Codified Law 4548/2018.

 

2) Upon request of shareholders representing one twentieth (1/20) of the paid-up share capital, the Board of Directors shall make available to the shareholders, as provided for in article 141 of Codified Law 4548/2018, at least six (6) days before the date of the Ordinary General Meeting, draft resolutions on issues included in the original or revised agenda, if the relevant request reaches the Board of Directors at least seven (7) days before the date of the Ordinary General Meeting of 4 December 2024 (article 141 of Codified Law 4548/2018). The Board of Directors is not obliged to include items on the agenda or to publish or notify them together with justifications and draft resolutions submitted by shareholders, if their content is clearly contrary to the law and good morals.

3) Upon request by any shareholder submitted to the company at least five (5) full days before the Ordinary General Meeting of 4 December 2024, i.e. until 29 November 2024, the Board of Directors is obliged to provide the Ordinary General Meeting with the requested specific information on the company's affairs, to the extent that this is useful for the actual assessment of the items on the agenda. The Board of Directors may respond uniformly to shareholder requests with the same content. There is no obligation to provide information when the relevant information is already available on the company's website, in particular in the form of questions and answers. The Board of Directors may refuse to provide the information for a compelling material reason, which shall be recorded in the minutes (article 141 of Codified Law 4548/2018).

 

4) Upon request of shareholders representing one tenth (1/10) of the paid-up share capital and which is submitted to the company at least five (5) full days before the Ordinary General Meeting of December 4, 2024, i.e. until November 29, 2024, the Board of Directors is obliged to provide the Ordinary General Meeting with information on the course of the company's affairs and the company's financial situation to the extent that this is useful for the actual assessment of the items on the agenda. Corresponding deadlines for any exercise of minority rights of shareholders also apply in the case of Repeated General Meetings.

In all the above-mentioned cases, the requesting shareholders must prove their shareholding status and the number of shares they hold when exercising the relevant right. Such proof consists of the presentation of a written certificate from the body in which the relevant securities are held or, alternatively, the certification of their shareholding status by a direct electronic connection between the body and the company.

d. Available information and documents:

The information and documents provided for in article 123 of Codified Law 4548/2018 will be available in hard copy at the company's registered office at 19th km. Lavriou Avenue, Paiania, Attica (Shareholder Services Department, responsible Ms. Filothei Lapsani) and in electronic form on the internet, by posting them on the company's website www.nakas.gr .

 

Paiania, November 11, 2024

The Board of Directors