Invitation to the Annual Ordinary General Meeting for the year 2013

According to the Law, the Company's Articles of Association and the resolution of the Company's Board of Directors as of 3 June 2013, the shareholders of the Company are invited to the Annual Ordinary General Meeting, which shall be held on Thursday, June 27, 2013, at 11:00, at Kifissia Attikis, 7, Kavalieratou Taki streer, at the conference room, with access by the main entrance of the building, on the following items of the agenda:

 

1. Submission and approval of the annual Financial Statements (mother company and consolidated), the Certified Auditor's Report and the Management Reports of the Board of Directors for the year 2012 (1.1.2012- 31.12.2012)

2. Release of the members of the Board of Directors and the Certified Auditor of all liability for damages for the year 2012

3. Election of a Certified Auditor, ordinary and substitute one, for the fiscal year 2012 (1.1.2012 - 31.12.2012) and determination of their fees.

4. Affirmation of the election of members of the Boards of Directors  and determination of their capacity as independent or not independent

5. Approval of remunerations of members of the Board of Directors for the year 2012 and pre-approval of remunerations for year 2013

6. Authorization according to article 23 par. 1 of Regulatory Law 2190/1920 to members of the Board of Directors and to Company's executives to participate in the management or the direction of companies belonging to the Company group, which pursue the same or similar purposes.

7. Adoption of measures pursuant to article  47 of c.l. 2190/1920

8. Harmonisation of the Articles of Incorporation of the Company with the recent amendments of the company law, by the necessary amendments of its clauses. Codification of the Articles of Incorporation of the Company.

9.  Various subjects.

 

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

Eligible to participate in the Annual Ordinary 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 through the direct electronic linkup of the Company with the records of HELEX. The shareholder capacity must  be held on the 22 of June 2013 (record date)  i.e. on the commencement of the fifth (5)  day prior to the date of the  General Meeting of June, 27 2013 and the relevant certification must be received by the Company  by  June, 24  2013 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 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.com), 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 through a proxy. 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, which appear in more than one securities account, the Shareholder may appoint different proxies for the shares which appear in each securities account. A proxy who acts for more than one Shareholder may vote differently on behalf of each Shareholder. The proxy is obliged to disclose to the Company, before the commencement of the General Meeting, any specific fact, which would be useful to 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 shareholders proxy must be made in writing and must be communicated to 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 proxies is available on the Company's website (www.maillis.com) 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 June 12, 2013, 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 decision for approval by the General Meeting and the revised agenda shall be published in the same manner as  the previous agenda by June 14, 2013, 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 law 2190/20,  at the latest by June  21, 2013,  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 June, 20 2013, 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 by June 21, 2013, 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. Also, at the request of shareholders representing 1/20 of the paid-up share capital, the Board of Directors is obliged to announce to the Annual General Meeting the amounts that in the last two-year period have been paid to each member of the Board of Directors or to the Company's managers, as well as any benefits granted to these persons due to any cause or contract concluded between them and the Company.  In all above case, 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.

(d) At the request of shareholders representing 1/5 of the paid-up share capital, submitted to the Company by June, 21 2013, 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 where the respective rights are exercised, 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 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.com) and will be availble 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.com.

Kifissia, June 3, 2013

THE BOARD OF DIRECTORS