Announcement of General Meeting
IKTINOS HELLAS SA
GREEK MARBLE INDUSTRY
CONSTRUCTION & TOURISM
Reg 2304/06 / B / 86/53
According to the law and the Articles of Association, the Board of Directors invites the Shareholders of GREEK MARBLE INDUSTRY TECHNICAL AND TOURIST COMPANY IKTINOS HELLAS SA Ordinary General Meeting on June 30, 2015, Tuesday at 24:00 at the Company's offices in Likovrisis 7 - Transformation, to deliberate and decide on the following matters:
1. Submission and approval of the annual financial statements for the period 01.01.2014 - 31.12.2014, in accordance with International Accounting Standards and the related reports of the Board of Directors and the Certified Auditor - Accountant.
2. Approval of profit distribution of dividends to shareholders of use 01.01.2014 - 31.12.2014.
3. Discharge of the Board of Directors and the Certified Auditor - Accountant from any compensation liability for the fiscal year 2014.
4. Election of one ordinary and one substitute Chartered Auditor - Accountant for auditing the financial statements for the fiscal year 01.01.2015 - 31.12.2015 and determination of their remuneration.
5. Granting permission, according to article 23 paragraph 1 of law 2190/1920, to the members of the Board as participating in the Board and management boards of other companies with competitive or non-Company purposes.
6. Approval of the remuneration to the members, executive and non, the Board of Directors during the year 2014 and pre-approval of remuneration and other benefits to members of the Board for the year 2015.
7. Other Information.
in order to participate and vote at the Annual General Meeting are those who appear as shareholders IKTINOS HELLAS SA in the records' DSS managed by the GREEK EXCHANGES SA (HELEX), in which the Company's securities are kept at the start of the fifth day (record date: Thursday, June 25, 2015) preceding the meeting of the General Assembly. Proof of shareholder status is done by presenting a relevant written certification of "HELEX" or, alternatively, through direct electronic connection of the Company with the records of "HELEX". The relevant written or electronic certification regarding the shareholder capacity must be received by the Company no later than the third day preceding the General Meeting. For the Company entitled to attend and vote at the General Meeting Only those who have shareholder status on the said record date. In case of non compliance with the provisions of article 28a of CL 2190/1920, the shareholders participating in the General Meeting only after permission.
It is noted that the exercise of participation and voting rights does not require the blocking of shares or any other similar process that may restrict the ability to sell and transfer shares in the interval between the record date and the date of the General Meeting.
Each shareholder may participate and vote either in person or by proxy by signing the relevant authorization by appointing up to three (3) representatives. Legal entities may participate in the General Meeting by appointing up to three (3) persons. However, if a shareholder has shares that are held in more than one securities account, such limitation shall not prevent the shareholder from appointing separate proxies for the shares appearing in each securities account in relation to the General Meeting. Representative acting on behalf of several shareholders may vote differently for each shareholder. A shareholder proxy must disclose to the Company, before the commencement of the General Meeting, any fact which might be useful to the shareholders in assessing the risk of the proxy serving interests other than those of the shareholder. For the purposes of this paragraph, may be a conflict of interests in particular when the proxy:
a) a shareholder who controls the Company or is another legal person or entity controlled by such shareholder;
b) a member of the Board or of the Management Company or of a shareholder controlling the Company or other legal person or entity controlled by a shareholder who controls the Company,
c) is an employee or auditor of the Company or of a shareholder controlling the Company or other legal person or entity controlled by a shareholder who controls the Company,
d) is spouse or first degree relative to one of the natural persons referred to in points (a) to (c). The appointment and revocation of a shareholder proxy is made in writing and submitted to the Company at its head office or sent via fax (210 2818574), at least three (3) days before the date of the General Meeting. The Articles of Association do not provide for participation in the General Meeting by electronic means without the physical presence of shareholders at the Meeting or the possibility of remote participation in voting.
At the request of shareholders representing one twentieth (1/20) of the paid share capital, the Board of Directors is obliged to include in the agenda of the General Meeting additional items, if the request is received by the Board until 15.06.2015 ie. fifteen (15) days before the General Meeting. Any request for additional items on the agenda is accompanied by a justification or a draft resolution for approval by the General Assembly and the revised agenda is published in the same manner as the previous agenda on 06.17.2015, ie. Fifteen (13) days before the date of the General Meeting and will also be made available to shareholders on the Company's website, along with the justification or the draft resolution tabled by shareholders as provided for in Article 27 par. 3 of CL 2190/1920.
At the request of shareholders representing one twentieth (1/20) of the paid share capital, the Board of Directors makes available to shareholders as provided for in Article 27 par. 3 of CL 2190/1920, no later than 06.24.2015, six (6) days before the date of the General Assembly draft resolutions on the items included in the initial or revised agenda, if the request is received by the Board until 23.06.2015 ie. seven (7) days before the
Date of the General Assembly.
Upon request of any shareholder submitted to the Company until 25/06/2015, ie. Five (5) full days before the General Meeting, the Board of Directors must provide to the General Meeting the requested information regarding the affairs of the Company in insofar as they are useful for the actual assessment of the items on the agenda. The Board can respond to requests of shareholders having the same content. Obligation to provide information does not exist if the relevant information is available on the Company's website, especially in the form of questions and answers.
Upon request by shareholders representing one fifth (1/5) of the paid up share capital, submitted to the Company until 25/06/2015, ie. Five (5) full days before the General Meeting, the Board of Directors must provide the General Assembly information on the course of corporate affairs and the financial position of the Company. In all the above mentioned cases the requesting shareholders must prove their shareholding capacity and the number of shares held in the exercise of the relevant right. Such proof can be supported by an attestation from the institution in which respected the respective shares or the verification of shareholder status through direct electronic connection between the body and the Company.