INVITATION
INVITATION
of the Shareholders of the Company under the name
«CRETA FARM INDUSTRIAL AND COMMERCIAL COMPANY»
Reg. No 22059150000 (formerly Reg. No 11867/06 /B/86/38)
to an Extraordinary Shareholder's General Assembly.
According to law and the Articles of Association, the Board of Directors, following the resolution taken at the meeting of February 3, 2015, invites the Shareholders of the Company under the name "CRETA FARM INDUSTRIAL AND COMMERCIAL COMPANY" to an Extraordinary General Assembly of the shareholders of the Company on February 27, 2015, Friday at 11:00 am, at the offices of the Company's headquarters, on the 15th km National Road Rethymnon - Heraklion, Prinos area (Latzimas position), Municipality of Rethymno, Regional Unity of Rethymno, to discuss and decide on the following topics on the agenda:
TOPICS ON THE AGENDA:
1. To decide on the issue of bonds in shares and rights issuance and / or removal of the right of participation of the company's existing shareholders and the admission of trading on the Athens Stock Exchange and provision of relevant authorizations to the Board of Directors.
2. To decide on the issuance of common bonds through public offering and / or private placement and the admission of trading on the Athens Stock Exchange and provision of relevant authorizations to the Board of Directors.
3. Various announcements & Other Issues.
According to articles 26 § 2b and 28a οf the codified law 2190/1920, as they were modified and added, respectively to the articles 3 and 6 of the law 3884/2010 and are in force, the Company informs its shareholders of the following:
I. RIGHT TO PARTICIPATE IN THE GENERAL ASSEMBLY
The Right to participate and vote at the General Meeting is conferred only to natural or legal persons appearing as shareholders on the register of the Company's Dematerialised Securities System, managed electronically by “Hellenic Stock Exchanges S.A.” where Company's securities are being held, by the beginning of the fifth (5th) day prior to the Assembly, ie on 22nd February 2015 (date of registration).
The relevant written certificate evidencing shareholder capacity, issued by HELEX, must be received by the Company no later than the third (3rd) day before the General Meeting, ie 24 February 2015. Legal entities/shareholders must, within the same deadline, produce full set of their legal documentation required under Law.
Only persons in the capacity of shareholder as at the respective date of registration are considered vis-à-vis the company to be entitled to attend and vote at the General Assembly. Any shareholder failing to comply with the provisions of article 28a of codified law 2190/1920 may participate at the General Assembly only upon its permission. Exercise of these rights does not require blockage of the beneficiary's shares or compliance with any other procedure restricting the ability to sell and transfer them during the period between the date of registration and the date of General Assembly.
In case of non achievement οf the required, according to the law and the articles of Association, quorum for taking decisions on the above matters of the initial agenda, shareholders are invited to:
a) The 1st Reiterative Extraordinary General Assembly on March 11th, 2015, Wednesday, at 11:00 am, at the same place, at which any person appearing as shareholder on the register of Dematerialised Securities System of the Company at the beginning of the fourth (4th) day before the 1st Reiterative General Assembly, namely March 7th, 2015 (date of registration) is entitled to participate.
b) The 2nd Reiterative Extraordinary General Assembly on March 23rd, 2015, Monday, at 11:00 am at the same place, at which any person appearing as shareholder on the register of Dematerialised Securities System of the Company at the beginning of the fourth (4th) day before the 2nd Reiterative General Assembly, namely March 19th, 2015 (date of registration) is entitled to participate.
In the event of repeated general Assemblies, the relevant certificate regarding the shareholding capacity must be received by the Company no later than the third (3rd) day prior to the Assembly in question, namely March 8th, 2015 for the 1st Reiterative General Assembly and March 20, 2015 for the 2nd Reiterative General Assembly.
It is noted that there will be no publication of new invitation for the repetitive general Assembly in accordance with Article 29 par. 2. of Codified Law 2190/20 as amended. The topics on the agenda will be the above mentioned with the exception of issues already decided upon.
II. PROCEDURE FOR THE EXERCISE OF VOTING RIGHTS BY PROXY.
Eligible shareholders may participate in the General Meeting in person or through duly authorized representatives. Each shareholder may appoint up to three (3) representatives. Legal entities may participate in the General Meeting by appointing up to three (3) persons. However, if a shareholder holds shares, which appear in more than one securities account, such limitation shall not prevent the shareholder from appointing different proxies for the shares appearing in each securities account in relation to the General Assembly. A representative acting on several shareholders may vote differently for each shareholder.
The proxy form for the appointment of a representative is available to Messrs Shareholders in the Company's website www.cretafarms.gr in hard copy from the Department of Shareholders (23rd km. National Road Athens - Lamia, 145 68 Kryoneri, person in charge: Mrs Lillian Phillips, tel .: 210-6260113) . The appointment and revocation of proxy shall be in writing and communicated to the Company's office at the above address at least three (3) days before the date of the General Assembly of Shareholders, ie until 24th February 2014. The beneficiary shareholders are requested to ensure confirmed successful dispatch of proxy documentation and receipt by the Company by calling tel. 210-6260113.
A shareholder proxy must disclose to the company, before the General Assembly begins, any specific event which may be useful to the shareholders in assessing the risk of the proxy serving interests other than those of the shareholder. In the sense of this paragraph, a conflict of interest may especially arise when a proxy: a) is a shareholder controlling the company or is another legal entity or an entity controlled by that shareholder; b) is a member of the board of directors or of the administration of the company or shareholder controlling the company in general, or another legal entity or an entity controlled by a shareholder who controls the company; c) is an employee or auditor of the company or shareholder controlling the company, or of another legal entity or entity controlled by a shareholder who controls the company; d) is spouse or first degree relative to one of the individuals referred to under (a) through (c) above.
According to the current Articles of Association, it is not possible a) to conduct a General Assembly via teleconference, b) to participate remotely in the voting procedure at the General Assembly of Shareholders through prior dispatch to the shareholders of the agenda of the General Assembly and related voting slips, c) to participate in the General Assembly by electronic means, without the physical presence of shareholders at the Meeting, or d) to participate remotely in the voting procedure at the General Assembly via the exercise of voting rights by electronic means or via correspondence. The provision of these possibilities will be included in the future by modifying the Articles of Association.
III. MINORITY INTERESTS OF SHAREHOLDERS.
According to Article 39 paragraph 2, 2a, 4 and 5 of codified Law 2190/1920 shareholders' rights include the following:
(a) At the request of shareholders representing one twentieth (1/20) of the paid-up share capital, the company's board of directors is obliged to insert additional items in the General Assembly's agenda, if the relevant request is received by the board of directors until at least fifteen (15) days prior to the General Assembly. The request for inserting additional items in the agenda must be accompanied by reasoning or by a draft decision to be approved by the General Assembly, and the revised agenda will be notified in the same manner as the previous agenda thirteen (13) days prior to the General Assembly, ie on February 14, 2015 and will also be made available to shareholders at the company's website, together with the reasoning or the draft decision submitted by the shareholders in accordance with the provisions of article 27 paragraph 3 of codified law 2190/1920.
(b) At the request of shareholders representing one twentieth (1/20) of the paid-up share capital, the board of directors must make available to the shareholders in accordance with the provisions of article 27 paragraph 3 of codified law 2190/1920, no later than at least six (6) days prior to the General Assembly, ie until 21 February 2015, draft decisions on items included in the original or revised agenda, if the relevant request is received by the board of directors until at least seven (7) days prior to the General Assembly, ie until 20 February 2015.
(c) Upon request of any shareholder submitted to the Company at least five (5) full days prior to the General Assembly, ie until February 21, 2014, the board of directors must provide to the General Assembly the requested information on the company's affairs, to the extent they are useful for the actual consideration of the items on the agenda. The board of directors may refuse to provide such information for a substantial reason to be recorded in the minutes. The board of directors may provide a uniform reply to shareholders' requests having the same content. There is no obligation to provide information when such information is already published in the company's website, especially in the form of questions and answers. Also upon request of shareholders representing one twentieth (1/20) of the paid up share capital, the Board is required to inform the Regular General Assembly, of any amount paid to each member of the Board or Directors of the Company over the past two years and any payment to the above persons for any reason or due to contractual obligation of the Company towards them. The board of directors may refuse to furnish the requested information for a substantial reason to be recorded in the minutes.
d) Upon request of shareholders representing one fifth (1/5) of the paid up share capital, submitted to the Company within five (5) full days before the General Meeting, ie until February 21, 2015, the Board must provide to the General Meeting information on the progress of corporate affairs and financial condition of the Company. The board of directors may refuse to furnish the requested information for a substantial reason to be recorded in the minutes. To exercise any of these rights, the requesting shareholders must prove their shareholding capacity and the number of shares held in the exercise of the right. Such proof constitutes certification by the HELEX.
IV. AVAILABLE DOCUMENTS AND INFORMATION
The information referred to in article 27 paragraph 3 of codified Law 2190/1920, including this invitation/notice to General Assembly, the proxy appointment form and draft resolutions for items on the agenda are available in electronic form on the Company's website www.cretafarms.gr. The full text of these documents and any documents and information referred to in Article 27 par. 3 of codified Law 2190 / 1920 is available to shareholders in hard copy, upon request, at the offices of the Company - Shareholders Services (23rd th . National Road Athens - Lamia, 145 68 Kryoneri, person in charge: Mrs. Lillian Phillips, tel .: 210-6260113).
Latzimas, 06/02/2015
THE BOARD OF DIRECTORS