According to the Law, the Company's Articles of Association and the resolution of the Company's Board of Directors as of 26June 2014, the shareholders of the Company are invited to the Extraordinary General Meeting, which shall be held on Monday, July 21, 2014, at 11:00, at Kifissia Attikis, 7, Kavalieratou Taki street, at the conference room, with access by the main entrance of the building, on the following items of the agenda:

 

1. Approval of the General Meeting of the Shareholders regarding the new restructuring agreement (hereinafter called “the Restructuring Deed 2014”) and its provisions. Empowering the Board of Directors of the Company to proceed to any required action for the completion of this restructuring.

2. The issuance of a working capital bond facility agreement amounting up to ten million Euro according to the provisions of Law 3156/2003 and Codified Law 2190/1920 and the provisions of the new Restructuring Deed 2014 for financing the working capital needs of the Company. Empowering the Board of Directors of the Company to negotiate the specific provisions of the bond facility agreement and to proceed to the issuance of the working capital bond programme (hereinafter called “the Working Capital Bond Programme”) and the execution of the working capital subscription facility agreement (hereinafter called “the Working Capital Subscription Facility Agreement”).

3. The amendment of the provisions of the in rem secured super senior bond issue programme of 16.000.000 Euro plus contractual interest, expenses and any other claims according to the provisions of the said super senior bond programme (hereinafter called “the Super Senior Bond Programme”) issued based on the resolutions of the General Meeting of Shareholders dated 17 December 2010 and 27 May 2011 and the resolutions of the Board of Directors dated 26 September 2011. Empowering the Board of Directors of the Company to negotiate the specific provisions of the bond facility agreement and to proceed to the issuance of an amended and restated super senior bond programme (hereinafter called “the Amended and Restated Super Senior Bond Programme”) and the signing of a supplemental agreement to the super senior bond programme (hereinafter called “the Supplemental Agreement to the Super Senior Bond Programme”).

4. The amendment of the provisions of the in rem secured senior bond issue programme of 72.446.452 Euro plus interest PIK 10.859.452 Euro (i.e. total amount (72.446.452 Euro + 10.859.452 Euro interest PIK) 83.305.904 Euro) and 60.413.221 Unites States Dollars plus interest PIK 9.055.717 United States Dollars (i.e. total amount (60.413.221 United States Dollars + interest PIK 9.055.717 United States Dollars) 69.468.938 Unites States Dollars) respectively, plus contractual interest, expenses and any other claims according to the provisions of the said senior bond programme (hereinafter called “the Senior Bond Programme”) issued based on the resolutions of the General Meeting of Shareholders dated 17 December 2010 and 27 May 2011 and the resolutions of the Board of Directors dated 26 September 2011. Empowering the Board of Directors of the Company to negotiate the specific provisions of the bond facility agreement and to proceed to the issuance of an amended and restated senior bond programme (hereinafter called “the Amended and Restated Senior Bond Programme”) and the signing of a supplemental agreement to the senior bond programme (hereinafter called “the Supplemental Agreement to the Senior Bond Programme”).

5.  Entering into an amended and restated super senior and senior bond subscription agreement (hereinafter called “Amended and Restated Super Senior and Senior Bond Subscription Agreement”) which shall be annexed to a supplemental agreement to the super senior bond and senior bond subscription facility agreement (hereinafter called “Super Senior Bond and Senior Bond Subscription Facility Agreement”) for the Super Senior and Senior Bond Programmes.

6. Entering into an amended and restated intercreditor agreement (hereinafter called “Amended and Restated Intercreditor Agreement”) which shall be annexed to the supplemental agreement to the intercreditor agreement (hereinafter called “Supplemental Agreement to the Intercreditor Agreement”) which shall be signed between the Company and the contracted creditors mentioned in the said agreement.

7. Granting any other necessary approval regarding the completion of the provisions of the Restructuring Deed 2014.

8. Other issues and announcements.

According to article 26 paragraph 2b of Codified Law 2190/1920, as applicable after its modification by article 3 of Law 3884/2010, the Company informs the Shareholders as follows:

 

A. Right to attend the General Meeting and voting

Eligible to participate in the Extraordinary General Meeting is any Shareholder who will be registered as such with the electronic registry for the Company's shares of the Dematerialized Securities System managed by Hellenic Exchanges S.A. (“HELEX”). The shareholder capacity will be verified by presentation of the relevant written certification of above registry or alternatively through the direct electronic linkup of the Company with the records of HELEX. The shareholder capacity must  be held on the 16 of July 2014 (record date) i.e. on the commencement of the fifth (5)  day prior to the date of the  General Meeting of July 21 2014 and the relevant certification or electronicauthentication must be received by the Company  by  July18^th2014 at the latest, i.e.  by the third (3) day prior to the date of the  General Meeting .

Any person that holds the status of the shareholder on the above record date is eligible to participate in and vote during the General Meeting. In case a shareholder does not observe the provisions of article 28A of Codified Law 2190/1920, such shareholder will be entitled to participate in the General Meeting only after its authorisation.

 

It is noted that the exercise of the rights to participate and vote in the General Meeting does not require shareholders to block their shares or to comply with any other relevant procedure limiting the ability to sell and transfer their shares in the time period between the record date and the date of the General Meeting.

 

Information regarding the participation in the General Meeting by electronic means, through internet and for voting by electronic or postal correspondence will be posted on the Company's website (www.maillis.gr), with the ballot papers for distance voting.

 

B. Procedure for the exercise of voting rights through proxies

 

Shareholders, who are eligible to participate in the General Meeting, may vote either in person or byproxy. Each Shareholder may appoint up to three (3) proxies. Legal entities may participate in the General Meeting by appointing up to three (3) natural persons as their representatives.  Nevertheless, if a Shareholder holds shares of the Company, which appear in more than one securities account, the previous restriction does not prevent suchShareholder toappoint different proxies for the shares which appear in each securities account regarding the General Meeting. A proxy who acts for more than one Shareholder may vote differently on behalf of each Shareholder.

The proxy of the Shareholder is obliged to disclose to the Company, before the commencement of the General Meeting, any specific fact, which would be useful to the Shareholders in order to determine whether there is a risk of the proxy serving interests other than the Shareholder's interests. Conflict of interest within the context of above paragraph may arise in particular in cases where the proxy:

a) is a controlling Shareholder of the Company or is another legal person or entity controlled by such Shareholder;

 b) is a member of the Board of Directors or  of the  general   management  of the Company or of a shareholder controlling the Company, or of another legal person or entity controlled by a shareholder controlling the Company;

c) is an employee or certified auditor  of the Company or of a Shareholder controlling the Company, or of another legal person or entity controlled by a Shareholder controlling the Company;

d) is the spouse or a relative to the first degree of one of the natural persons referred to in cases a) to c) above.

 

The appointment and the revocation of a shareholder's proxy must be made in writing and must be notifiedto the Company also in writing, within at least three (3) days prior to the date of the General Meeting.

 

The form for the appointment of proxy is available on the Company's website (www.maillis.gr) and it may also be provided by the Investors Relations Department of the Company (tel. 210-6285000). Such form, duly filled in and signed by the relevant shareholder,  must be filed with the Investors Relations Department of the Company, at the premises of the Company at 7, Kavalieratou Taki street, at least three (3) days prior to the date of the General Meeting. Senders are requested to verify the successful receipt of the proxy by the Company by calling the Investors Relations Department at the number +210-6285000.

 

C.Shareholders' Rights as per article 39 §§ 2, 2a, 4 and 5

 

(a) At the request of shareholders representing 1/20 of the paid-up share capital, the Board of Directors shall be obliged to enter additional items on the agenda of the General Meeting, provided that the relevant request is received by the Board of Directors until July 6, 2014, i.e. within at least fifteen (15) days prior to the Annual Ordinary General Meeting. The request to have additional items entered in the agenda shall be accompanied by the reasons for such inclusion or  by a draft of the decision for approval by the General Meeting and the revised agenda shall be published in the same manner as  the previous agenda by July 8, 2014, i.e. thirteen (13) days before the date of the General Meeting  and shall be also made simultaneously available to  the Shareholders on the Company's website (see below)  accompanied by the reasoning or the draft of the decision submitted by the shareholders according to the provisions of article 27 par.3 of Codified Law 2190/1920.

 

(b) At the request of shareholders representing 1/20 of the paid-up share capital, the Board of Directors provides the shareholders, according to article 27, paragraph 3 of Codified Law2190/20,  at the latest by July 15, 2014,  i.e. at least six (6) days before the date of the General Meeting, with drafts of decisions on the items, which have been included in the initial or revised agenda, if the relevant request is received by the Board of Directors until July 14 2014, i.e. at least seven (7) days before the date of the General Meeting.

 

(c) Following a request submitted to the Company by any shareholder untilJuly 15, 2014, i.e. within at least five (5) full days prior to the General Meeting, the Board of Directors is obliged to provide the General Meeting with the necessary, specific information on the Company's affairs, to the extent that it may be useful for the actual assessment of the items on the agenda. The Board of Directors may provide a single response to shareholders' requests with the same content. The obligation to provide information does not apply in the event that the information requested is already available on the Company's website, especially in the form of questions and answers.

 

(d) At the request of shareholders representing 1/5 of the paid-up share capital, submitted to the Company untilJuly, 152014, i.e.  at least five (5) full days prior to the General Meeting, the Board of Directors is obliged to provide the General Meeting with information on the course of corporate affairs and the state of the Company's assets.The Board of Directors may refuse the provision of above information for sufficient essential reasons, which must be recorded in the minutes of the General Meeting. Same as above time limitations regarding the exercise of the shareholders' minority rights are applicable also in the event of reiterate General Meetings.

 

In all the above cases, the requesting shareholders are obliged to provide evidence for their capacity as shareholders and the number of shares they hold, at the time of the exercise of their relevant right. Such capacity shall be certified by providing the relevant written certification of above registry or through the direct electronic linkup of the Company with the records of HELEX.

 

D. Available documents

The full text of the draft of decisions or comments of the Board of Directors for each item of the agenda and all any other documents as per article 27, paragraph 3, cases c' and d' of Codified Law 2190/1920 will be posted on the Company's website (www.maillis.gr) and will be available in printed form at the Company's seat ( 7, Kavalieratou Taki street, Kifissia, Attiki).

 

E. Available information

Information as per article 27, paragraph 3 of Codified Law 2190/1920 will be available in electronic form at the Company's website www.maillis.gr.

 

 

 Kifissia June 26,  2014

The Board of Directors