INVITATION

FOR THE ORDINARY SHAREHOLDERS' MEETING OF HERACLES GENERAL CEMENT COMPANY S.A.

G.E.MH. no 224201000

 

According to Law 2190/1920 and the article 26 of the Company`s Articles of Association, the Shareholders are invited to the Ordinary Meeting on June 18th 2015, day of the week Thursday and at 11.00 hrs, at the premises of the Company, at 19,3 km Markopoulou Avenue, 19002 Paiania, Building Lafarge - A7 of Complex of Offices, in order to discuss and resolve on the following items of the agenda:

 

AGENDA

 

1. Approval of the election of the Members of the Board of Directors who were elected in replacement of the resigned ones, according to article 18 of the Company's Articles of Association.

 

2. Submission and approval of the financial statements of the financial year 1.1.2014 - 31.12.2014 with the Annual Reports of the Board of Directors and the Auditors.

 

3. Discharge the Members of the Board of Directors and the Auditors from any liability for damages whatsoever for the financial year 2014, according to Law and article 29 of the Company's Articles of Association.

 

4. Election of the Auditors, Regular and Substitute, for the financial year 2015 and definition of their fees.

 

5. Εlection of Board of Directors members – Definition of the independent Members of the Board of Directors, in compliance with the provisions of Law 3016/2002, as amended by the provisions of Law 3091/2002. Defining members of the Audit Committee according to the provisions of article 37 of Law 3693/2008.

 

6. Approval of the remuneration and compensations of the Members of the Board of Directors and of the Members of the Audit Committee for the financial year 2014 and pre-approval of their remuneration until the Ordinary Shareholders` Meeting of 2016, as well as granting of permission for the conclusion of agreements with Members of the Company's Board of Directors.

 

7. Granting of permission, pursuant to article 23 par. 1 of the Law 2190/1920, to the Members of the Board of Directors, the General Managers and the Managers of the Company to participate in the Board of Directors` Meetings or in the Management of the Group's Companies, which pursue the same or similar goals.

 

8. Αnnouncements.

 

In accordance with articles 26, paragraph 2b and 28a of the Codified Law 2190/1920, as they are in force, the Board of Directors informs the shareholders about the following:

 

Participation and Voting Right in the General Assembly

 

Anyone appearing as shareholder in the records of the Dematerialized Security System, which is operated by the “Greek Stock-markets S.A” (G.S.S.A), where the securities (shares) of the Company are held, is entitled to participate in the Regular General Assembly of the Company's shareholders. The shareholder's capacity is proved by the Company's direct electronic connection with the records of the entity in question. The shareholder's capacity must exist on June 13th, 2015, namely on the commencement of the fifth (5th) day before the day of the meeting of the General Assembly (Recording Date), i.e. at the closing of the meeting of June 12th 2015, and the electronic authentication as regards the shareholder's capacity must have come to the Company at the latest on June 15th, 2015 namely on the third (3rd) day before the meeting of the General Assembly.

 

Only a person that has a shareholder's capacity on the respective recording date is considered to have a participation and voting right in the General Assembly towards the Company. In case there is no compliance with the provisions of article 28a of the codified law 2190/1920, the shareholder in question participates in the General Assembly only upon its permission. The exercise of the rights in question (participation and voting) does not require the beneficiary's shares to be tied up or the holding of another respective procedure, which restricts the possibility of sale and transfer thereof during the period that goes by between the recording date and the date of the General Assembly.

Every common share gives the right of one vote.

 

Procedure for the Exercise of the Voting Right through Representatives

 

A shareholder participates in the Regular General Assembly and votes, either in person or via representatives. Every shareholder can appoint up to three (3) representatives and the legal entities /shareholders can appoint up to three (3) natural entities as their representatives. In case that a shareholder owns shares of the Company that appear in more than one securities' accounts, then he may appoint different representatives for the shares appearing in each securities' account. A representative, who acts for more shareholders can have a different vote for each shareholder.

 

The shareholders are not provided with the ability to participate in the General Assembly and exercise their voting right by electronic means, without the shareholders' natural presence in the place, where it is held, or by correspondence, neither are they provided with the ability to appoint and revoke a representative by electronic means, since the Company's Memorandum of Association does not provide such procedure.

 

An authorization form for the appointment of representatives will be available for the shareholders:

(a) in paper form, in the Direction of the Company's Shareholders Services, 19,3 km Markopoulou Avenue, Paiania 19002, Building Lafarge - A7 of Complex of Offices, 1st floor, tel. 210-2898315), and

(b) in electronic form, in the Company's website (www.lafarge.gr)

 

The above-mentioned form will have to be filled in, undersigned and then filed at the Company at the aforementioned under letter (a) management, at least three (3) days before the date of the Regular General Assembly.

 

Before the commencement of the meeting of the Regular General Assembly, the representative is obliged to notify the Company of any specific fact, which may be useful to the shareholders for the evaluation of the risk of a representative, who might be serving other interests than the shareholder's interests.

A conflict of interests is possible to accrue, especially when the representative is:

a) a shareholder, who controls the Company or another legal person or entity that is controlled by this shareholder,

b) a member of the Board of Directors or of the Company's management in general or of a shareholder who controls the Company or of another legal person or entity that is controlled by a shareholder, who controls the Company.

c) an employee or a chartered auditor of the Company or of a shareholder, who controls it, or of another legal person or entity that is controlled by a shareholder, who controls the Company.

d) a spouse or a relative of first degree with one of the natural entities that are quoted in cases a' to c'.

 

Rights of Minority

 

1. Shareholders who represent one twentieth (1/20) of the paid up share capital of the Company, may request:

(a) the entry of additional subject-matters to the daily agenda of the Regular General Assembly by an application thereof that must come to the Board of Directors until June 3rd, 2015 at the latest, which will be accompanied by a justification or a draft resolution for approval in the General Assembly.

(b) the distribution of draft resolutions by the Board of Directors to the shareholders until June 12th, 2015, for subject-matters that have been included in the initial or any revised daily agenda upon an application thereof, which must come to the Board of Directors until June 11th, 2015.

2. Shareholders, who represent one fifth (1/5) of the paid up share capital of the Company are entitled to request by an application thereof, which is submitted to the Company until June 12th, 2015, the provision of information to the Regular General Assembly about the course of the company's cases and the financial position of the Company.

3. Any shareholder may request by an application, which is submitted to the Company until June 12th, 2015, the provision of specific information to the Regular General Assembly about the Company's cases, to the extent that this specific information is useful for the actual assessment of the subject matters of the daily agenda.

 

It is pointed out that for the exercising of any of the rights that are quoted in this invitation, the shareholder who exercises a right, has to prove his shareholder's capacity and the number of shares of the Company that he owns during the exercise of his right. A respective certification by the Greek Stock-markets S.A” (G.S.S.A) can be also adduced as such proof.

 

Available Documents and Information

 

The information of article 27, section 3 of the codified law 2190/1920, including this invitation, the printed appointment of representative and the draft resolutions, which are suggested by the Board of Directors for the subject-matters of the daily agenda, are available at the Company's website, www.lafarge.gr. Moreover, all the above-mentioned documents are available to the Company's shareholders in paper by the Direction of the Company's Shareholders Services (19,3 km of Markopoulou Avenue, Paiania 19002, Building Lafarge - A7 of Complex of Offices, 1st floor, person in charge is Mrs Μaira Georgiou tel. 210-2898315).

 

 

Paiania, 25 May 2015

The Board of Directors