F.G. EUROPE S.A.

INVITATION TO ATTEND THE ANNUAL GENERAL ASSEMBLY

INVITATION

TO ATTEND THE ANNUAL GENERAL ASSEMBLY

Of Shareholders of Common Registered Shares of the Company

F.G. EUROPE S.A.

Societe Anonyme of

Electric and Electronic Appliances

P.C. Reg. No. 13413/06/B/86/111

Com. Reg No. 125776001000

 

In accordance with applicable Laws and the Company¶s Articles of Association, and following the Company¶s Board of Directors resolution shareholders of Common Registered Shares of the Company are invited to attend the Annual General Assembly of Shareholders on Tuesday, June 30th, 2015, at 128, Vouliagmenis Av., Glyfada Attica, at 14:00, in order to discuss and decide on the items of the agenda, as set out below.

 

 

AGENDA ITEMS:

 

  1. Submission and approval of the Financial Statements, Company and Consolidated, for the fiscal year from January 1, 2014 to December 31, 2014 together with the Board of Directors Report and the Auditors Report.
  2. Approval of profit distribution for the fiscal year from January 1, 2014 to December 31, 2014.
  3. Election of a new Board of Directors and appointment of independent non-executive members of the Board in accordance with the provisions of Law 2190/1920 and Law 3016/2002.
  4. Election of new members of Audit Committee in accordance with the provisions of article 37, Law 3693/2008.
  5. Approval of the Board of Directors compensation for the fiscal year 2014 and pre-approval of their compensation for the fiscal year 2015.
  6. Release of the members of the Board of Directors and Certified Auditors from any liability with regard to the fiscal year January 1, 2014 to December 31, 2014.
  7. Granting permission and approval to enter into any agreements between the Company and members of the Board of Directors and/or related companies, in accordance with article 23 (a), Law 2190/1920.
  8. Granting permission to the Members of the Board of Directors and the Company's Managers to participate as members of the Board of Directors or Management of related companies or other companies with similar business activities, according to article 23 par. 1, Law 2190/20
  9. Election of ordinary and deputy Certified Auditors in order to perform audit of the Financial Statements, Company and Consolidated, for the fiscal year January 1, 2015 to December 31, 2015 and determination of their compensation.
  10. Approval of agreements entered between the Company and its related companies.
  11. Other subjects and announcements.

In accordance with article 26, par. 2b of Law 2190/1920, as amended by article 3 of Law 3884/2010 and in force, the Company informs its shareholders of the following:

 

RIGHT TO PARTICIPATE AND VOTE IN THE GENERAL ASSEMBLY

The right to participate and vote in the Annual General Assembly of June 30, 2015 has any person appearing as shareholder of ordinary shares of the Company in the registry of the Dematerialized Securities System (DSS) managed by Hellenic Exchanges S.A. (HELEX), on June 25, 2015 (Record Date), i.e. at the start of the fifth (5th) day before the date of the Annual General Assembly. Proof of shareholder¶s capacity is verified through the production to the Company of written confirmation of HELEX, or alternatively, electronically by HELEX through the Company¶s online connection to the DSS, if so requested by the shareholders concerned. The relevant written confirmation or electronic confirmation of the shareholders¶ capacity must reach the Company not later than the third (3th) day before the date of General Assembly, i.e. on 26/6/2015. In case of failure to comply with the provisions of article 28a of Law 2190/1920, this shareholder participates in the General Assembly only after permission. Against the Company shall be deemed eligible to participate and vote in the General Assembly only those who have shareholders¶ capacity during the relevant Record Date

 

The exercise of this right does not require the blocking of shares or any other process which restricts the shareholders¶ ability to sell and/or transfer shares during the period Record Date and the General Assembly. Each share is entitled to one vote.

 

 

PROCEDURE FOR VOTING BY PROXY

 

Shareholder may participate in the Annual General Assembly and vote either in person or by proxy. Each shareholder may appoint up to three (3) proxies and legal entities / shareholders may appoint up to three (3) natural persons as proxies. In cases where a shareholder owns shares of the Company that are held in more than one Investor Securities Account, the above limitation does not prevent the shareholder from appointing separate proxies for the shares appearing in each Account. A proxy holding proxies from several shareholders may cast votes differently for each shareholder. The Company¶s Articles of Association do not provide for participation in the General Assembly by electronic means, without the shareholder being physically present at the Assembly, nor for voting by distance through electronic means or correspondence. Similarly, the Articles of Association do not provide for the appointment and revocation of a proxy by electronic means. The proxy form will be available to the shareholders (a) in printed form at the company¶s offices (128, Vouliagmenis Av. Z.C. 16674, Glyfada, tel: 210-9696500) and (b) in electronic form on the website of the Company (http://www.fgeurope.gr). The said form, filled in and signed by the shareholder, must be filled with the Company at the abovementioned – under (a) – location, at least three (3) days before the date of the Annual General Assembly.

 

Before the commencement of the General Assembly, the proxy must disclose to the Company any particular facts that may be of relevance for shareholders in assessing the risk that the proxy may pursue interests other than those of the shareholder.

A conflict of interest may arise in particular when the proxy:

 

a) is a controlling shareholder of the Company or is another controlled entity by such shareholder

b) is a member of the Board of Directors or of the Management of the Company or of a controlling shareholder or an controlled entity by such shareholder

c) is an employee or an auditor of the Company, or of a controlling shareholder or an controlled entity by such shareholder

d) is the spouse or a close relative (1st degree) of any natural person referred to in (a) to (c) hereinabove.

  

MINORITY SHAREHOLDERS¶ RIGHTS

  1. Shareholders representing at least 1/20 of the paid-up share capital of the Company may request to include additional items in the Agenda of the General Assembly, provided that the request is communicated to the Board not later than fifteen (15) days before the General Assembly, accompanied by a justification or a draft resolution to be approved by the General Assembly. The revised agenda is published, in the same way regarding the previous agenda, thirteen (13) days before the date of the General Assembly and, at the same time, is made available to shareholders at the website of the Company, accompanied by a justification or the draft resolution submitted by the shareholders, according to the provisions of article 27, par. 3 of Law 2190/1920, as amended and in force.
  2. Shareholders representing at least 1/20 of the paid-up share capital of the Company may request, provided that the said request is filed with the Company seven (7) days before the General Assembly, from the Board to make available for the shareholders at the website of the Company (http://www.fgeurope.gr), at least six (6) days before the date of the General Assembly, the draft resolutions for all the issues included in the initial or revised agenda.It is noted that the Board of Directors is not obliged to give issues on the agenda or publish or disclose them, accompanied by a justification or draft resolutions submitted by shareholders in the above (a) and (b) cases, respectively, if content of these is obviously contrary to law and morality.
  3. Any shareholder may request, provided that the said request is filed with the Company not later than five (5) days before the General Assembly, to provide the General Assembly with the information regarding the affairs of the Company, insofar as such information is relevant to a proper assessment of the items on the agenda. The Board may refuse to provide information for a sufficient reason, which is recorded. The Board may respond in the same way to shareholders¶ requests of the same content. Obligation to provide information does not exist when the relevant information is available at the website of the Company.
  4. Shareholders representing 1/5 of the paid-up capital of the Company may request, provided that the said request is filed with the Company not later than five (5) days before the General Assembly, to provide the General Assembly with information on the course of the business affairs and financial status of the Company. In all the aforementioned cases, the applicant shareholders must prove their shareholder capacity and the number of the shares owned by the exercise of the relevant right. A production of confirmation by the institution where the relevant securities are kept, or confirmation of the shareholders¶ capacity through online electronic connection between the relevant institution and the Company, if so requested by the shareholders concerned, could be such a proof.

 

AVAILABLE DOCUMENTS AND INFORMATION

 

The full text of the documents to be submitted to the General Assembly and the draft resolutions on the items of the agenda is available in hardcopy form, at Company¶s Offices (128, Vouliagmenis Av. Z.C. 16674, Glyfada, tel: 210-9696500), where shareholders can obtain copies.

 

All the above documents as well as the invitation to the General Assembly, the number of existing shares and voting rights and the proxy and voting form are available in electronic form on the website of the Company (http://www.fgeurope.gr).

 

Glyfada, March 27, 2015

 

 

THE BOARD OF DIRECTORS