Following the decision of the Board of Directors dated 30.07.2020 and in accordance with the law and article 22 of the Articles of Association of the company GR. SARANTIS S.A., the Company’s shareholders are invited to the Extraordinary General Shareholders’ Meeting on Wednesday, September 2nd 2020, at 14:00, at the company’s premises, 26 Amaroussiou – Halandriou Street, in order to discuss and decide on the only subject of the agenda:
SUBJECT OF THE DAILY AGENDA
ONLY SUBJECT: Approval of a share buyback program by the company, in accordance with article 49 of Law 4548/2018, as currently in effect, and provision of relevant authorizations.
Should the quorum required by law not be achieved, the Repeated General Meeting of the Shareholders of the Company will take place on Thursday, September 10th 2020, at 14:00, at the same place without the publication of a further invitation.
In accordance with the articles 121 par. 3 and 4, 124 and 128 of Law 4548/2018, as in force, the Company informs the shareholders about the following:
PARTICIPATION AND VOTING RIGHT
Individuals and legal entities appearing as shareholders of the Company in the Dematerialized Securities System File of the Company, which is kept electronically with the company “Greek Central Securities Depository SA” (ATHEXCSD) at the beginning of the fifth (5th) day prior to the original general meeting, i.e. on August 28th 2020 (record date), are entitled to participate and vote. The aforementioned record date applies in the case of postponed or repeated meeting.
Proof of shareholding status is based on information received by the Company directly through electronic connection with ATHEXCSD files. Those entitled to participate and vote at the General Meeting are only the individuals who qualify as shareholders on the aforementioned record date.
The exercise of the above rights does not require blocking of shares or following any other similar processes that would restrict the possibility of sale and transfer of shares during the period between the Record Date and the General Meeting.
PROXY VOTING PROCEDURE
Eligible shareholders may participate in the General Meeting in person or by proxy. Each shareholder may appoint up to three proxies. Legal entities may appoint up to three individuals as their proxies. A proxy statement for shareholders is available on the Company’s website http://ir.sarantis.gr/el-gr/home/sarantis-investor-relations-home-page and may also be obtained in hard copy from the Company’s Investor Relations Department (26 Amarousiou-Halandriou Street, Maroussi, tel.: +30 210 6173065). The completed and signed proxy statement must be submitted at the Company’s Investor Relations Department, at the above address, at least 48 hours prior to the General Meeting. In the event of a Repeated General Meeting, proxy statements must be delivered to the Company as above at least 48 hours prior to the Repeated General Meeting. A proxy holder who represents more than one shareholder may vote differently for each shareholder.
A shareholder’s proxy holder is required to notify 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 has a conflict of interest. A conflict of interest 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.
The Articles of Association do not allow participation in the General Meeting through electronic means or for remote voting by the shareholders.
MINORITY SHAREHOLDERS RIGHTS
Furtherinformationontheminority shareholders rights and their exercise is available on the Company’s website http://ir.sarantis.gr/el-gr/home/sarantis-investor-relations-home-page.
In the aforementioned cases, the shareholders who are communicating a request must provide proof of their qualification as shareholders as well as the number of shares held by them at the moment of the exercise of the relevant right by any legal means. The shareholding is certified though online connection of the Company with ATHEXCSD.
This invitation, drafts of the resolutions to be proposed by the Board of Directors, as well as the other documents to be submitted to the General Meeting are available on the Company’s website: http://ir.sarantis.gr/el-gr/home/sarantis-investor-relations-home-page.
Moreover, in the same link the total number of shares and voting rights at the time of the invitation per shareholder category is available as well.
The documents are also available to shareholders in hard copy from the Company’s Investor Relations Department (26 Amarousiou-Halandriou Street, Maroussi, tel.: +30 210 6173065).