INVITATION TO THE SHAREHOLDERS A.N.G.
INVITATION
OF THE SOCIÉTÉ ANONYME
“MINOAN LINES Shipping S.A.”
to the Shareholders' Annual General Assembly
By virtue of a resolution, dated 23rd May 2012, made by the Board of Directors of the company “MINOAN LINES Shipping S.A.” (thereof “the Company”), a company registered in Heraklion, Crete (17, 25th August Street), and pursuant to the codified law 2190/1920 and the articles of association thereof, the Shareholders are invited to attend the Shareholders' Annual General Assembly on Friday, 22nd June 2012, at 15:00 hours, which will be held at the Headquarters of the Company in Heraklion Crete (17, 25th August street), in order to discuss and resolve on the following issues of the agenda:
1. Approval of the Annual Financial Statements of the financial year commencing on 1st January 2011 and ending on 31st December 2011, including the Annual Separate and Consolidated Financial Statements for the financial year commencing on 1st January 2011 and ending on 31st December 2011 with the relevant annual report of the Board of Directors and the Independent Auditors' Report.
2. Discharge of the members of the Board of Directors and of the Auditors from all personal responsibility, in connection with the Annual Separate Financial Statements and the Consolidated Annual Financial Statements and management for the aforementioned financial year of 1st January 2011 until 31st December 2011.
3. Appointment of full and substitute Auditors to audit the Financial Year 2012 and approval of their fee.
4. Approval of fees and remuneration paid to the members of the Board of Directors in the year 2011.
5. Permission, according to article 23 paragraph 1 of the codified law 2190/1920, for the participation of Members of the Board of Directors of the Company as well as of the Directors of the Company in the Board of Directors or the management of other companies, affiliated or associated to the Company or companies of Grimaldi Group, as well as in the management of companies having the same or similar targets to those of the Company.
6. Approval, according to article 23a of the Codified Law 2190/1920, of the extension of the existing charter parties a) of the vessel of the company IKARUS PALACE to the company ATLANTICA COMPAGNIA DI NAVIGAZIONE S.p.A. of GRIMALDI GROUP b) of the vessel CRUISE EUROPA of the company GRIMALDI COMPAGNIA DI NAVIGAZIONE S.p.A. of GRIMALDI GROUP to our company c) of the vessel CRUISE OLYMPIA of the company GRIMALDI COMPAGNIA DI NAVIGAZIONE S.p.A. of GRIMALDI GROUP to our company
RIGHT FOR THE PARTICIPATION
IN THE GENERAL ASSEMBLY
Natural entities or legal entities have the right to participate and vote in the General Assembly as long as they appear as shareholders at the commencement of the fifth (5th) day before the date of the General Assembly of the 22nd June 2012 that is at the commencement of the 17th June 2012 (date of recording) in the shareholders' records of the company that are kept electronically in the Athens Exchange Stock Market S.A. (G.S.S.A.). 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 that 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. The shareholder's capacity must exist on 17th June 2012 and is either proved by adducing a relevant written certification of the above-mentioned entity or alternatively by the Company's direct electronic connection with the records of the Athens Exchange Stock Market in case this is requested by the entities in question. The written or electronic certification as regards the shareholder's capacity must have come to the Company by the latest on the 3rd day before the date of the General Assembly that is by 19th June 2012. In case there is no compliance with the provisions of the article 28a of the codified law 2190/1920, the shareholder in question participates in the General Assembly only upon its permission.
Only a person that has the shareholder's capacity on the respective recording date (17th June 2012) is considered to have participation and voting right in the General Assembly.
PROCEDURE FOR THE EXERCISE OF THE VOTING RIGHT THROUGH REPRESENTATIVES
A shareholder participates in the General Assembly and votes, either in person or via representatives. Every shareholder can appoint up to three (3) representatives. Legal entities can appoint up to three (3) natural entities as their representatives. In case a shareholder owns shares of the Company that appear in more than one securities account, 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. Before the commencement of the meeting of the 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 from 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 of the Company 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-c. The appointment and revocation of a representative of the shareholder is made in writing and is submitted, with a receipt, to the Company or is sent by telefax to the number +30 2810 330308 at least three (3) days before the day of the meeting of the General Assembly, that is by 19th June 2012. An authorization form for the appointment of representatives will be available for the shareholders, in electronic form, on the Company's website (www.minoan.gr) or in paper form, in the Shareholders' Department of the Company (17, 25th August street – Heraklion Crete). The shareholders are not entitled to participate in the General Assembly and exercise their voting right by electronic means, without the shareholders' natural presence in the place of the Assembly, or by correspondence, nor are they entitled to appoint or revoke a representative by electronic means, since such procedure is not provided for by the Articles of Association of the Company. Moreover, no Ministerial Decree has been issued concerning the prerequisites of the minimum technical specifications for the assurance of the identity of the shareholder and the security of the electronic or other connection.
RIGHTS OF MINORITY
(A) Shareholders who represent one-twentieth (1/20) of the paid up share capital of the Company, may request the entry of additional issues to the daily agenda of the General Assembly by an application thereof that must come to the Board of Directors at least fifteen (15) days before the date of the General Assembly. The application must be accompanied by a justification or by a draft resolution for approval at the General Assembly. The revised agenda is published in the same way as the previous one thirteen (13) days before the date of the General Assembly and at the same time it is at the disposal of the shareholders on the website of the Company www.minoan.gr, together with the justification or the draft resolution that has been submitted by the shareholders, according to article 27, paragraph 3 of the codified law 2190/1920 as it was amended and is in force.
(B) Shareholders who represent one-twentieth (1/20) of the paid up share capital of the Company, may request, by an application submitted to the Board of Directors at least seven (7) days before the General Assembly, for a draft resolution of the issues included in the original or the revised agenda of the General Assembly to be at the disposal of the shareholders on the website of the Company www.minoan.gr, at least six (6) days before the General Assembly.
(C) Any shareholder may request by an application, which is submitted to the Company at least five (5) days before the General Assembly, the provision of specific information about the Company's cases, to the General Assembly, to the extent that this specific information is useful for the actual assessment of the issues of the agenda. The Board of Directors can give a single reply to requests of shareholders with the same content. There is no obligation for the provision of information if the information is already on the website of the Company. Moreover, by an application of the shareholders representing the one-twentieth (1/20) of the paid up share capital of the Company, the Board of Directors is obliged to announce at the General Assembly, the amounts, which, during the last two years, were paid to each member of the Board of Directors or the Directors of the Company, as well as any benefits paid to the aforementioned persons for any reason or through any agreement of the Company with them. The Board of Directors may refuse to provide this information if there is a significant reason which must be written in the Minutes.
(D) 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 at least five (5) days before the General Assembly, the provision of information at the General Assembly about the course of the company's cases and the financial position of the Company. The Board of Directors may refuse to provide this information if there is a significant reason which must be written in the Minutes.
Relevant deadlines for the exercise of the rights of the minority of the shareholders are in force in case of repeating General Assemblies.
It is pointed out that in all the afore-mentioned cases the shareholders who exercise their rights are obliged to prove their shareholders' capacity and the number of shares of the Company that they own during the exercise of their rights. Such proof forms a respective certification by the institution in which the shares are kept, or the certification via a direct electronic connection of the institution and the Company, if this is requested by the shareholders in question.
AVAILABLE DOCUMENTS & INFORMATION
The full text of the documents, the drafts of resolutions and all the information, provided for in par. 3 of article 27 of the codified law 2190/1920 (including this invitation for the convocation of the General Assembly as well as the document for the appointment of a representative) will be available on the website of the Company, www.minoan.gr. Moreover all the aforementioned documents and draft resolutions of par. 3 of the article 27 of the codified law 2190/1920, are at the disposal of the shareholders, in paper, at the Headquarters of the Company (17, 25th August street – Heraklion Crete P.C. 712 02) or by telephone communication with the Shareholders' Department, telephone +30 2810 399840.-
Heraklion, 23rd May 2012
By authorization of the Board of Directors
Antonis Maniadakis
Managing Director