I N V I T A T I O N OF SHAREHOLDERS TO THE ORDINARY GENERAL ASSEMBLY
I N V I T A T I O N OF SHAREHOLDERS OF THES.A.UNDER THE CORPORATE NAME
«PEGASUS PUBLISHING S.A.»
(REGISTRATION NUMBER 13950/06/Β/86/36)
TO THE ORDINARY GENERAL ASSEMBLY
Pursuant to C.L. 2190/1920 as in force, and the Articles of Incorporation of the Company, the Board of Directors by its resolution dated June 3rd 2016, invites the Shareholders of the S.A. under the corporate name «PEGASUS PUBLISHING S.A.» to the Ordinary General Assembly, which will be held on June 29th 2016, at 09:30 hours (Greece time zone), at the company's headquarters, at 5, Benaki Street, Metamorfosi of Chalandri, Attica, in order to discuss and decide upon the following issues of the agenda:
AGENDAISSUES:
1st Issue: Submission for approval of the Annual Financial Statements and the Annual Consolidated Financial Statements of the financial year 01.01.2015 - 31.12.2015, after hearing the relative Reports of the Board of Directors and the regular certified Auditor-Accountant.
2nd Issue: Exoneration of all members of the Board of Directors and the certified Auditor-Accountant of all compensation liability concerning the Company's management and respectively for the Financial Statements of the financial year 01.01.2015 - 31.12.2015.
3rd Issue: Election of one regular and one substitute certified Auditor-Accountant for the audit of the financial year 01.01.2016 - 31.12.2016.
4th Issue: Granting of permission pursuant to article 23 par.1 of C.L. 2190/1920, as in force, to the members of the Board of Directors and the Managers of the Company, as well as their substitutes, relating with their participation in the Board of Directors or in the management of subsidiaries or other affiliated companies, in the scope of article 42e par. 5 of C.L. 2190/1920, as in force.
5th Issue: Approval pursuant to article 24 par. 2 of C.L. 2190/1920 as in force, of remunerations of the members of the Board of Directors for the financial year 01.01.2015 - 31.12.2015 and pre-approval of remunerations for the financial year 01.01.2016 - 31.12.2016.
6th Issue: Granting of specific permission pursuant to article 23a par. 2 of C.L. 2190/1920, as in force, relating to signature, extension or renewal of contracts between the Company and the persons of article 23a par. 5 of C.L. 2190/1920, as in force.
7th Issue: Other issues and announcements.
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In case the necessary by law quorum is not achieved at the above initial meeting of the General Assembly, the A΄ Repeated General Assembly of the Company will be held on Wednesday July 13th, 2016 and at 09:30 hours (Greece time zone), at the Company's headquarters, at 5, Benaki Street, Metamorfosi of Chalandri, Attica, with the same as above agenda issues, excluding those about which the General Assembly has already validly decided. In case that again this time the quorum is not achieved, the Β΄ Repeated General Assembly of the Company will be held on Wednesday July 27th, 2016 and at 09:30 hours, at the company's headquarters, at 5, Benaki Street, Metamorfosi of Chalandri, Attica, without publication of new invitations.
Shareholder's Update
Pursuant to articles 26§2 subparagraph b and 28a of C.L. 2190/1920, as in force, the Company informs the Shareholders on the following issues:
Ι. Right to participate and vote
In the General Assembly may participate and vote, anyone appearing as a shareholder in the registry of the SA “Hellenic Exchanges S.A.” (HELEX), in which the Company's shares are kept on recording date, namely, as the case maybe: a) at the commencement of the fifth (5th) day prior to the meeting date of the Ordinary General Assembly, namely at the 24.06.2016, b) at the commencement of the fourth (4th) day prior to the meeting date of the A΄ Repeated General Assembly, namely at the 09.07.2016 and c) at the commencement of the fourth (4th) day prior to the meeting date of the B΄ Repeated General Assembly, namely at the 23.07.2016.
Proof of shareholder status occurs by submission of the relevant written confirmation from the above mentioned institution or alternatively, through Company's direct online connection to registry archives of the SA “Hellenic Exchanges S.A.” and the above relevant confirmation or electronic certification concerning the shareholder status must reach the Company no later than the third (3rd) day prior to the Meeting of the General Assembly, namely no later than 26.06.2016. Only someone that has the shareholder status on the recording date, as described above, is deemed by the Company to have the right to participate and vote in the General Assembly. In case that shareholder does not comply with provisions of article 28a of C.L. 2190/1920 as in force, such shareholder will participate in the General Meeting, only after the General Meeting's authorization.
It is noted that the exercise of these rights to participate and vote does not require neither the blocking of the owner's shares, nor any other process, which restricts the ability to sell or transfer them during the period between recording date and the date of the respective General Assembly.
The necessary Ministerial Decisions on the procedure of participation and exercise of the right to vote in the General Assembly through correspondence or by electronic means, as referred to the Articles of Association and C.L. 2190/1920, as in force, have not yet been issued.
ΙΙ. Procedure for proxy voting
Pursuant to Law and Company's Articles of Association, each shareholder has the right to participate in the General Assembly and vote either in person or through representatives. Minors and persons under judicial interdiction/support, as well as legal entities are represented by their legal representatives.
Each shareholder may appoint up to three (3) representatives. Legal entities participate in the General Meeting by appointing as their representatives up to three (3) individuals. However, if the shareholder holds Company shares, and these shares appear in more than one Securities Account, this limitation does not impede the shareholder from appointing different representatives for the shares appearing in the same securities account with regard to a certain general meeting. A proxy acting on behalf of several shareholders may vote differently for each shareholder.
The proxy must disclose to the Company, prior to the commencement of the General Assembly Meeting, every particular fact, which may be useful to shareholders when assessing the risk that the proxy may pursue interests other than those of the shareholder. Conflict of interest may arise in particular when the proxy is: a) a controlling shareholder of the Company or other legal person or entity controlled by such shareholder, b) a member of the Board of Directors or of the general Management of the Company or of the controlling shareholder of the Company or other legal person or entity controlled by such shareholder, who controls the Company, c) an employee or a statutory auditor of the Company or of a controlling shareholder of the Company or other legal person or entity controlled by such shareholder, who controls the Company, d) a spouse or a close relative of 1st degree of any of the natural persons referred to in cases a) to c).
A proxy is appointed or revoked in written. Proxy documents may be private, as far as they are dated and signed by their editor. Proxy documents and any other kind of legalization documents of the shareholder's proxies must be deposited legally completed and signed at the Company's headquarters (5, Benaki Street, Metamorfosi of Chalandri, Attica – Department of Shareholder's Service) at least three (3) days prior to the date of the General Assembly Meeting, initial and any repeated .
The Company's Articles of Incorporation do not provide the possibility of electronic disclosure of proxy's appointment and revocation. Documents in order to exercise the right of voting through proxy are available in hardcopy form at Company's headquarters and in electronic form on Company's website: http://www.pegasus.gr
ΙΙΙ. Minority rights
a. At the request of shareholders representing one twentieth (1/20) of paid-up share capital, the Board of Directors has the obligation to include in the agenda of the General Assembly additional issues, provided that the relevant request is received by the Board of Directors at least fifteen (15) days prior to the General Assembly. The additional issues must be disclosed on the responsibility of the Board of Directors pursuant to article 26 of C.L. 2190/1920, as in force, at least seven (7) days prior to the General Assembly. The request for including additional issues must be accompanied by justification or draft resolution for approval by the General Assembly and the revised agenda will be disclosed in the way the present is, that is thirteen (13) days prior to the date of the General Assembly and at the same time will be at the disposal of shareholders on the company's website, with the justification or draft resolution submitted by shareholders.
b. At the request of shareholders representing one twentieth (1/20) of the paid-up share capital, the Board of Directors puts at shareholders disposal pursuant to article 27 par. 3 of C.L. 2190/1920, as in force, at least six (6) days prior to the date of the General Assembly, resolution's drafts about issues included in the initial or in the eventually revised agenda.
c. At the request of any shareholder, submitted to the company at least five (5) full days prior to the General Assembly, the Board of Directors has the obligation to provide to the General Assembly the requested information about company's affairs insofar as these contribute to the effective evaluation of the agenda issues.
d. At the request of shareholders representing one twentieth (1/20) of the paid-up share capital, submitted to the company at least five (5) full days prior to the General Assembly, the Board of Directors has the obligation to provide to the General Assembly information about the course of company's affairs and assets.
Corresponding deadlines for any exercise of rights of minority shareholders also apply in case of repeated General Assemblies.
In all aforementioned cases, the requesting shareholders must prove their shareholder status and the number of shares owned on the exercise of the relevant right. The submission of a confirmation from theS.A.“Hellenic Exchanges S.A.” or certification of the shareholder status through direct online connection between the above mentioned institution and the Company also constitute such proof.
IV. OtherInformation
The invitation, the document of proxy's appointment, the resolution's drafts about the agenda issues, as well as the full text of the resolution's drafts and other documents to be submitted at the General Assembly and any in general element of article 27 § 3 of C.L. 2190/1920 as in force, are available in electronic format on Company's website (http://www.pegasus.gr) until the day of the General Assembly included. In case that due to technical reasons access to the above data is not possible online, these data will be available in hardcopy form at the Company's headquarters, at 5, Benaki Street, Metamorfosi of Chalandri, Attica, and will also be sent by post free of charge to every requesting shareholder.
Chalandri, June 3rd, 2016
«PEGASUS PUBLISHING S.A.»
THE BOARD OF DIRECTORS