In accordance with the law, the Company’s Articles of Association and the resolution of the Board of Directors of GR. Sarantis S.A. (the Company) dated November 8th 2023, the Company’s shareholders are invited to the Extraordinary General Shareholders’ Meeting on Thursday November 30th 2023, at 15:00, at the Company’s premises, 26 Amaroussiou – Halandriou Street, 151 25 Amaroussio, in order to discuss and decide upon the following items of the agenda:
ITEMS OF THE AGENDA
- Election of new Board of Directors and appointment of independent non-executive members according to Article 5§2 of Law 4706/2020.
- Determination of the type of the Audit Committee of the Company, the term of office, the number and the capacity of its members, in accordance with Article 44 of Law 4449/2017, as amended and in force.
- Establishment of a Long-Term Incentive Plan - Performance Stock Awards ("LTI") addressed to executive members of the BoD, as well as executives of the Company and its affiliated companies within the meaning of Article 32 of Law 4308/2014, in accordance with the provisions of Article 114 of Law 4548/2018 (stock awards). Provision of relevant authorisations to the Board of Directors.
- Approval of the Remuneration Policy in accordance with Articles 110-111 of Law 4548/2018.
In the event that the required decision quorum is not obtained, the Extraordinary General Meeting of the Shareholders will be reconvened on Thursday, December 7, 2023 at 15.00 at the Company’s premises, 26 Amaroussiou – Halandriou Street, 151 25 Amaroussio.
Pursuant to articles 121 par. 3 and 4, 124 and 128 of Law 4548/2018, as in force, the Company informs the shareholders about the following:
RIGHT TO PARTICIPATE AND VOTE AT THE GENERAL MEETING
Entitled to participate and vote at the Extraordinary General Meeting and/or at the Repeat Extraordinary General Meeting, are only individuals or legal persons having shareholder capacity at the beginning of the 5th day prior to the date of the Extraordinary General Meeting, namely on November 25th, 2023 (“Record Date”).
For the Company, entitled to participate and exercise voting right at the General Meeting are those registered as shareholders on the Record Date, in the Dematerialized Securities System (“DSS”) of the Hellenic Central Securities Depository (“ATHEXCSD”) or any person identified as such on the relevant date through registered intermediaries or other intermediaries, in compliance with the legislative provisions (L. 4548/2018, L. 4569/2018, L. 4706/2020 and Regulation (ΕU) 2018/1212), as well as the Rulebook of the Hellenic Central Securities Depository (Government Gazette Β/1007/16.03.2021).
Proof of shareholding status may be evidenced by any legal means and in any case based on information received by the Company until prior to the beginning of the General Meeting by the ATHEXCSD or through the above intermediaries in compliance with the above provisions. A shareholder may participate in the General Meeting through confirmations or notices of Articles 5 and 6 of Regulation (EU) 2018/1212, which are provided by the intermediary, unless the General Meeting refuses such participation for a material cause which justifies this refusal in compliance with the applicable provisions (art.19 par. 1 L. 4569/2018, art. 124 par. 5 L. 4548/2018).
The exercise of participation and/or voting rights does not require deposit or blocking of shares nor following any other similar processes that would restrict the possibility of sale or transfer of shares during the period between the Record Date and the Extraordinary General Meeting or the Repeat Extraordinary General Meeting.
PARTICIPATION PROCESS AND VOTE BY PROXY
Eligible shareholders may participate in the Extraordinary General Meeting or in Repeat General Meeting in person or by proxy. Each shareholder may appoint up to three (3) proxies. Legal entities may appoint up to three individuals as their proxies. A proxy statement for shareholders is available on the Company’s website https://sarantisgroup.com/investor-relations/shareholders/general-meetings/ and can be provided in hard copy by the Shareholders’ Service Department of the Company (26 Amarousiou-Halandriou street, Marousi, 15125, Athens, tel. 210 6173 065).
The appointment and revocation of the shareholder’s proxy for participation in the General Meeting takes place either in writing and is notified to the Company via email at emoustakidou@sarantisgroup.com, or the original documents should be sent to the Company’s offices (26 Amarousiou-Halandriou street, Marousi, 15125, Athens, tel: +30210 6173065). The completed and signed proxy statement must be notified to the Company, at least forty-eight (48) hours prior to the General Meeting, that is by Tuesday November 28th 2023 at 15:00. In the event of a reconvened General Meeting, proxy statements must be notified to the Company as above at least 48 hours prior to the reconvened General Meeting, that is until Tuesday December 5th 2023 at 15:00.
A proxy holder who represents more than one shareholder may vote differently for each shareholder. If the shareholder holds shares of the Company, which appear in more than one securities account, the shareholder may appoint different representatives for the shares appearing in each securities account in relation to the General Meeting.
A shareholder’s proxy holder is required to disclose to the Company, prior to the General Meeting, of any specific facts that may be useful to the shareholders in assessing any potential risk that the proxy holder may have a conflict of interest. Conflict of interests may arise especially when the proxy holder is: a) a controlling shareholder of the Company or a different legal entity controlled by such shareholder, b) a member of the Board of Directors or the management of the Company in general, or controlling shareholder of the Company or a different legal entity that is controlled by such controlling shareholder of the Company, c) an employee or an auditor of the Company or controlling shareholder of the Company or a different legal entity that is controlled by such controlling shareholder of the Company, d) a spouse or a first-degree relative with the individuals of cases a) to c) above.
SHAREHOLDERS’ MINORITY RIGHTS
I.Shareholders representing one-twentieth (1/20) of the Company’s paid-up share capital may request that the Board of Directors of the Company includes additional agenda items in the General Meeting Agenda, provided that the relevant request reaches the Board at least fifteen (15) days before the General Meeting. The additional items must be published or notified, under the responsibility of the Board of Directors, according to article 122 of Law 4548/2018, at least seven (7) days before the General Meeting. The request for an additional item on the agenda must be accompanied by a justification or a draft resolution to be adopted in the General Meeting. The revised agenda is made available in the same manner as the previous agenda thirteen (13) days before the General Meeting and at the same time, it is made available to the shareholders on the Company’s website, together with the justification or the draft resolution that had been submitted by the shareholders in compliance with article 123 paragraph 4 of L. 4548/2018. If these items are not published, the requesting shareholders are entitled to request the postponement of the General Meeting, in accordance with paragraph 5 of article 141 of Law 4548/2018 and to proceed with the publication themselves, as defined in the second part of this paragraph (and paragraph 2 of article 141 of law 4548/2018), at the expense of the Company.
II.Following a request of shareholders, representing one-twentieth (1/20) of the paid-up share capital, the Board of Directors makes available to the shareholders the draft resolutions for the items included in the initial or revised agenda, in accordance with article 123 paragraph 4 of L. 4548/2018, at least six (6) days before the General Meeting if the relevant request is communicated to the Board of Directors at least seven (7) days before the General Meeting.
III. At the request of any Shareholder submitted to the Company at least five (5) full days before the General Meeting, the Board of Directors should provide to the General Meeting, the requested, specific information with respect to matters of the Company, to the extent that this information is useful for the actual assessment of the items on the agenda. There is no obligation to provide information when the relevant information is already available on the Company's website, especially in the form of questions and answers. The Board of Directors may refuse to provide the information requested on the grounds of a substantial cause, which must be mentioned in the minutes. The Board of Directors may provide an overall response to requests of shareholders of the same content.
IV.Following a request of shareholders representing one tenth (1/10) of the paid-up share capital which is communicated to the Company five (5) full days before the General Meeting the Board of Directors must provide to the General Meeting information with respect to the course of the Company affairs and the financial situation of the Company. The Board of Directors may refuse to provide this information on reasonable grounds which must be mentioned in the minutes.
Further information on the minority shareholders rights and their exercise is available on the Company’s website
https://sarantisgroup.com/investor-relations/shareholders/shareholders-rights/.
In the aforementioned cases, the shareholders submitting requests must provide proof of their shareholder capacity (with the exception of the first case of the above paragraph III) as well as of their number of shares that they own during the exercise of the relevant right by any legal means. Proof of shareholder status is evidenced through information the Company receives from the Central Securities Depository, as long as it provides registry services, or through the operators and registered intermediaries in any other case.
AVAILABLE DOCUMENTS AND INFORMATION
The documents and the information required by par. 3 and 4 of article 123 of law 4548/2018 are available in electronic format in the Company’s website https://sarantisgroup.com/investor-relations/shareholders/general-meetings/ and in hard copy at the Company’s premises (26 Amarousiou-Halandriou street, Marousi, 15125, Athens, tel. +302106173065) according to the L.4548/2018.
MAROUSI, 8.11.2023
THE BOARD OF DIRECTORS OF GR. SARANTIS S.A.
Invitation To The Shareholders' of GR. Sarantis S.A to the Εxtraordinary General Meeting of November 30, 2023
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Contact
SARANTIS Group
26, Amaroussiou - Halandriou Street
151 25 Maroussi, Athens, Greece
Tel: +30 210 6173000
Fax: +30 210 6197081
e-mail: gr-info@sarantisgroup.com
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