ΤΡΟΠΑΙΑ Α.Ε.Β.Ε.
Invitation to an Ordinary General Meeting
According to the Law and the company's Articles of Association and following a decision of the Company's Board of Directors, the Company's Shareholders are invited to attend the ordinary General Meeting that shall convene on Wednesday, 17 June 2009, at 11.00, at the Company's seat in Metamorfosi, Attiki, 12th km National Road Athens -Lamia, in order to discuss and decide on the matters noted below.
In the case in which the General Meeting does not establish the quorum required in order for the Shareholders to decide on all or certain matters of the agenda, the Shareholders are invited to attend a:
- A' Repeat Ordinary General Meeting that shall convene on Wednesday, 1 July 2009, at 11.00, at the same address noted above.
- B' Repeat Ordinary General Meeting that shall convene on Wednesday, 15 July 2009, at 11.00, at the same address noted above.
In the case of repeat General Meetings, these shall convene without the publication of a new invitation.
Matters of the Agenda
1.Submission and approval of the Annual Financial Statements and Consolidated Financial Statements of fiscal year 01/01/2008 -31/12/2008, together with the relative Reports of the Board of Directors and Certified Auditor.
2.Exemption of the members of the Board of Directors and Certified Auditor from any and all liabilities for compensation for the events of fiscal year 01/01/2008 - 31/12/2008.
3.Appointment of Certified Auditors (Ordinary and Deputy) for fiscal year 01/01/2009 - 31/12/2009 and setting the fees thereof.
4.Approval of the payment of fees and compensations for fiscal year 2008 to the members of the Board of Directors, pre-approval of the payment of the fees thereof for fiscal year 2009 and approval of the conclusion of contracts between persons who come under the provisions laid down in article 23a of Law 2190/20 and the company.
5.Authorization of the members of the Board of Directors and the Company's Managers, pursuant to article 23 of Codified Law 2190/1920, to take part in the management of associated companies (within the meaning of paragraph 5 of article 42 e of Codified Law 2190/1920).
6.Proposal and election of members of the Audit Committee, in accordance with Article 37 of Law 3693/2008.
According to the law and the articles of association, in order to attend and vote in the General Meeting and in any Repeat Meetings thereof, either in person or via a representative, shareholders are required:
- To block all or part of the shares that they hold through their operators and to receive therefrom the relative Share Commitment Certificate, which they must submit to the Company (Shareholder Service Department, 12th km National Road Athens - Lamia, Metamorfosi, 144 51, tel.: +30 210 2894620), during business days and hours, at least five (5) days prior to the date on which the Ordinary General Meeting or Repeat Ordinary General Meeting will convene.
- In the case in which their shares are held in a Special Account, to block all or part of the shares that they hold, with a statement thereof to Hellenic Exchanges Holdings S.A., which issues and delivers there to the relative Share Commitment Certificate, which they must submit to the Company (Shareholder Service Department, 12th km National Road Athens - Lamia, Metamorfosi, 144 51, tel.:+30 210 2894620), during business days and hours, at least five (5) days prior to the date on which the Ordinary General Meeting or Repeat Ordinary General Meeting will convene.
Within the same above deadline, shareholders who wish to attend the Ordinary General Meeting through a representative must also submit to the Company any and all documents of representation. The power of attorney form is available at the company's offices and on the company's web-site (www.shh.gr). Finally, Shareholders are requested, upon their arrival at the premises where the Ordinary General Meeting shall convene, to have with them the legal documents certifying their identity (identity card, passport, etc.).
In the case in which the General Meeting does not establish the quorum required in order for the Shareholders to decide on all or certain matters of the agenda, the Shareholders are invited to attend a:
- A' Repeat Ordinary General Meeting that shall convene on Wednesday, 1 July 2009, at 11.00, at the same address noted above.
- B' Repeat Ordinary General Meeting that shall convene on Wednesday, 15 July 2009, at 11.00, at the same address noted above.
In the case of repeat General Meetings, these shall convene without the publication of a new invitation.
Matters of the Agenda
1.Submission and approval of the Annual Financial Statements and Consolidated Financial Statements of fiscal year 01/01/2008 -31/12/2008, together with the relative Reports of the Board of Directors and Certified Auditor.
2.Exemption of the members of the Board of Directors and Certified Auditor from any and all liabilities for compensation for the events of fiscal year 01/01/2008 - 31/12/2008.
3.Appointment of Certified Auditors (Ordinary and Deputy) for fiscal year 01/01/2009 - 31/12/2009 and setting the fees thereof.
4.Approval of the payment of fees and compensations for fiscal year 2008 to the members of the Board of Directors, pre-approval of the payment of the fees thereof for fiscal year 2009 and approval of the conclusion of contracts between persons who come under the provisions laid down in article 23a of Law 2190/20 and the company.
5.Authorization of the members of the Board of Directors and the Company's Managers, pursuant to article 23 of Codified Law 2190/1920, to take part in the management of associated companies (within the meaning of paragraph 5 of article 42 e of Codified Law 2190/1920).
6.Proposal and election of members of the Audit Committee, in accordance with Article 37 of Law 3693/2008.
According to the law and the articles of association, in order to attend and vote in the General Meeting and in any Repeat Meetings thereof, either in person or via a representative, shareholders are required:
- To block all or part of the shares that they hold through their operators and to receive therefrom the relative Share Commitment Certificate, which they must submit to the Company (Shareholder Service Department, 12th km National Road Athens - Lamia, Metamorfosi, 144 51, tel.: +30 210 2894620), during business days and hours, at least five (5) days prior to the date on which the Ordinary General Meeting or Repeat Ordinary General Meeting will convene.
- In the case in which their shares are held in a Special Account, to block all or part of the shares that they hold, with a statement thereof to Hellenic Exchanges Holdings S.A., which issues and delivers there to the relative Share Commitment Certificate, which they must submit to the Company (Shareholder Service Department, 12th km National Road Athens - Lamia, Metamorfosi, 144 51, tel.:+30 210 2894620), during business days and hours, at least five (5) days prior to the date on which the Ordinary General Meeting or Repeat Ordinary General Meeting will convene.
Within the same above deadline, shareholders who wish to attend the Ordinary General Meeting through a representative must also submit to the Company any and all documents of representation. The power of attorney form is available at the company's offices and on the company's web-site (www.shh.gr). Finally, Shareholders are requested, upon their arrival at the premises where the Ordinary General Meeting shall convene, to have with them the legal documents certifying their identity (identity card, passport, etc.).