INVITATION

TO THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

OF THE SOCIETE ANONYME UNDER THE BUSINESS NAME: “MLS MULTIMEDIA S.A.”

REGISTRATION NUMBER A.P. M.A.E. : 34194/06/Β/95/14,

 

In accordance with the law and the Company's Articles of Association, the Company invites its shareholders to the Extraordinary General Meeting on Friday, January 17^th, 2014, to be held at 15:00 at the Company's headquarters at No. 79 17 Noemvriou str., Pylaia, Thessaloniki, Greece, in order to discuss and decide upon the following issues pertaining to the daily agenda to secure:

 

1. The transfer of the amount of 1.875.866€ from the retained earnings to extraordinary reserve to secure the liability coverage of the 53,24% of the company's own participation under Action NSRF OP "Digital Convergence" Society of Information SA: "Strengthening Business for investment projects of development, providing innovative products and value added services (ICT4GROWTH)», according to the protocol number 15421/21-11-2013 Case IS SA and commitment to the non-distribution of the afore-mentioned reserve in the next five years from the completion and the beginning of the production phase of the investmen.
2. The transfer of the amount of 928.125€ from the retained earnings to extraordinary reserve to secure the liability coverage of the 50% of the company's own participation under the Incentives Investment Law 3299/2004 and according to protocol number 7409/ΔΒΕ1108  - 22/06/2011 approval affiliation decision of the Deputy Minister of Development, Competitiveness and Shipping and commitment to the non-distribution of the afore-mentioned reserve in the next five years from the completion of the investment.

 

In case of failing the necessary quorum required for decisions on daily agenda items, as it appears at the Law and the Company's Articles of Association, the General Meeting (second Extraordinary General Meeting) will be held on Tuesday, January 28^th, 2014, at 15:00, at the Company's headquarters, in order to discuss upon the same issues pertaining to the daily agenda.

 

 

Any shareholder who is listed in the dematerialized securities system files, managed by Hellenic Exchanges S.A. (HELEX), where the Company's shares are kept, is entitled to vote at and participate in the Annual General Meeting.

 

Proof of shareholder status is evidenced either through written confirmation from “HELEX” or, alternatively through the Company's electronic connection with “HELEX” files.

Shareholder capacity must be in force on the record date which is Sunday, January 12^th, 2014, namely five days prior to the Extraordinary General meeting date on Friday, January 17^th, 2014 and the relevant electronic certification concerning shareholder capacity must have reached the Company no later than three days before the General Meeting, on Tuesday, January 14^th, 2014. Shareholder capacity must be in force on the record date which is Friday, January 24^th 2014, namely four days prior to the second Extraordinary General meeting date on Tuesday, January 28^th , 2014

 

Any entity bearing shareholder capacity on the relevant Registration Date is entitled, vis-à-vis the Company, to participation and voting rights in the General Meeting. In case of non compliance with the provisions of article 28a of Codified Law 2190/1920, the shareholder in question will participate in the General Meeting only on the condition that permission is granted by the latter.

 

It is noted that the exercise of such participation and voting rights does not presuppose the blocking of the beneficiary's shares nor the adherence to another similar procedure which restricts the possibility of the sale and transfer of such shares during the period between the Registration Date and the Ordinary General Meeting.

Shareholders may participate in the General Meeting and vote either in person or by proxy.

 

 

Each shareholder may appoint up to three (3) proxies and legal entities/ shareholders may appoint up to three (3) natural persons as proxies. In cases where a shareholder owns shares of the Company that are held in more than one Investor's Securities Account, the above limitation does not prevent the shareholder from appointing separate proxies for the shares appearing in each Account. A proxy holding proxies from several shareholders may cast votes differently for each shareholder.

 

A plenipotentiary document for appointing representatives must be filled-in, signed and submitted to the Company's headquarters, at No. 79 17 Noemvriou str.,Pylaia, Thessaloniki, Greece or sent via fax (+30 2310929090), at least three (3) days before the date of the Ordinary General Meeting. The Company's Articles of Association does not foresee the possibility of participation of the shareholders in the General Meeting by electronic means, without the physical presence of its shareholders at its premise or the distance participation of shareholders in the voting process.

 

The representative is obliged to notify the Company, before the start of the Ordinary General Meeting, of any specific fact, which may be useful to shareholders in ascertaining whether there is a risk that the representative may serve other interests, besides the interests of the shareholder.

 

A conflict of interests may arise, in particular, when the representative is:

a) A shareholder that exercises control over the company, or other legal person or entity that is controlled by such a shareholder,

b) A member of the Board of Directors or the management of the Company in general, or a shareholder that exercises control of the Company, or other legal person or entity that is controlled by that shareholder, which exercises control over the Company.

c) An employee or a certified auditor of the Company or controlling shareholder of the Company or other legal person or entity that is controlled by a controlling shareholder

d) A spouse or a first-degree relative with any one of the physical persons that are mentioned in cases a) to c).

 

Shareholders, representing one twentieth (1/20) of the Company's paid up share capital, are entitled to request that the Company's Board of Directors include additional agenda items in the General Meeting if the relevant application reaches the Board of Directors at least fifteen (15) days before the General Meeting. The application for the inclusion of additional items on the agenda is accompanied by a justification or a draft decision to be approved at the Ordinary General Meeting and the revised agenda is published, as in the case of the previous agenda, thirteen (13) days before the Ordinary General Meeting date.

 

At the same time, the revised agenda is made available to shareholders by being posted on the Company's website, together with the justification or the draft decision having been submitted by shareholders, pursuant to article 27, par. 3 of Codified Law 2190/1920.

 

Shareholders, representing one twentieth (1/20) of the Company's paid up share capital are entitled to request that the Board of Directors makes available to shareholders, in line with article 27 par. 3 of Codified Law 2190/1920, at least six (6) days prior to the General Meeting date, the draft decisions of items which have been included in the initial or possibly revised agenda, if the relevant application has reached the Board at least seven (7) days prior to the Ordinary General Meeting date.

 

After an application by any shareholder for specific information, submitted to the Company at least five (5) full days before the Annual General Meeting, the Board of Directors is bound to offer the requested specific information with respect to the Company's affairs, to the extent that the requested information is useful for the actual assessment of agenda items at the General Meeting. The Board may give a comprehensive reply to shareholders' applications with the same content. Information disclosure liability does not exist, in case the relevant information is already available on the Company's webpage, particularly in the form of questions and answers.

 

Shareholders representing one fifth (1/5) of the paid up share capital may request the Board to offer information on the progress of corporate affairs and the Company's assets at the General Meeting. This request must be submitted to the Company at least five (5) full days before the General Meeting.

 

In all the above cases, shareholders must prove their capacity as a shareholder during the exercise of such right. Such evidence may be considered the submission of a certificate form by Hellenic Exchanges S.A. or the certification of shareholder identity with direct electronic connection between Hellenic Exchanges S.A. in our Company.

 

The information and documents foreseen in article 27 par. 3 of Codified Law 2190/1920, as applicable, will be available on the Company's website www.mls.gr , as well as in hard copies at the Company's headquarters, at No. 79 17 Noemvriou str., Pylaia, Thessaloniki, Greece.

 

 

Thessaloniki, 12.12.2013

THE BOARD OF DIRECTORS