INVITATION

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

(REGISTRATION NUMBER A.P.M.A.E. 34194/06/B/95/14)

FOR THE EXTRAORDINARY GENERAL MEETING

 

The Board of Directors of “MLS Multimedia SA”, in accordance with the law and the Company's Articles of Association, invites its shareholders to the Extraordinary General Meeting Thursday, September 24^th, 2014, to be held at 16:00 at the Company's headquarters at No. 79 17 Noembriou str, Pylaia, Thessaloniki, Greece, in order to discuss and decide upon the following issues pertaining to the daily agenda:

1. Share capital increase a) amount to € 135.754,85 ​​capitalization of goodwill revaluation L. 2065/92 and b) an amount € 112.585,15 by capitalizing retained earnings with a corresponding increase in the nominal value of each share. Amend article 5 of the Articles of Association and incorporation of these amendments in a single text of the Articles of Association.
2. Issue of bonds. Authorize the Board to determine the specific conditions of the issue.
3. Transfer to the Board. the power to issue bonds according to the legislation.

 

In the event that the General Meeting does not achieve quorum, the Shareholders are hereby invited to attend a Repeat General Meeting on Monday, 6^th October 2014, at 16:00, at the same address.

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 September 19^rd, 2014, (and on 2^th October for thw repeat General Meeting) namely five days prior to the General meeting date and the relevant electronic certification concerning shareholder capacity must have reached the Company no later than three days before the General Meeting, on September 21^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 Noembriou 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 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.

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 Noembriou str., Pylaia, Thessaloniki, Greece.

 

 

Thessaloniki, 27.08.2014

THE BOARD OF DIRECTORS