FOLLI-FOLLIE Α.Ε.Β.Τ.Ε.
Invitation to the Annual Ordinary General Assembly
In accordance with the Greek Law and the Company's Articles of Association, the shareholders of the company HELLENIC DUTY FREE SHOPS S.A. are herewith invited to the Annual Ordinary General Assembly on Thursday, June 18, 2009, at 12:00, at the Company's Head Office, 23 km National Road Athens - Lamia, Agios Stefanos, to discuss and decide upon the following items:
ISSUES OF THE AGENDA
1. Approval of the annual Company and Consolidated financial statements for the fiscal year 2008 (January 1 - December 31 2008) following the reading of the reports of the Board of Directors and the Chartered Auditor for the fiscal year of 2008.
2. Approval for the appropriation of profits for the fiscal year 2008 and approval of the dividend distribution to the shareholders.
3. Waiver of liability of the Board of Directors and the Chartered Auditor for the fiscal year 2008.
4. Election of a regular and a deputy Chartered Auditor for the fiscal year 2009.
5. Amendment of articles 6, 8, 9, 13, 14, 17, 21, 23, and 33 of the Company's Articles of Incorporation.
6. Announcement of election of a temporary member of the BoD in replacement of one deceased member.
7. Election of new members of the Board of Directors due to the end of the current BoD's service.
8. Election of members of the Audit Committee according to art. 37 Law 3693/2008.
9. Approval of a share buyback scheme according to the article 16 paragraph 5 of the Law 2190/1920 and update on the share buyback scheme for the period from 06.10.2008 to 12.06.2009.
10. Approval of Company guarantees in favor of the subsidiaries HELLENIC DISTRIBUTIONS S.A. LINKS OF LONDON LTD., ELMEC SPORT S.Α., FACTORY OUTLET AIRPORT S.A., up to the total amount of ?50 million.
11. Approval of remuneration or compensation for the members of the Board of Directors paid during 2008 and pre-approval of remuneration and compensation for the fiscal year 2009.
12. Permission given to the members of the Board of Directors and the Management of the Company to participate in the BoD or in the management of other related companies which have the same activities with the Company, pursuant to art. 23 par. 1 Law 2190/20.
13. Various announcements and decisions. Shareholders who wish to participate to the Annual Ordinary General Assembly must:
- If their shares are not listed in the Special Account, they must block the shares they hold or a proportion of them - via their custodian - and obtain a certificate in confirmation of this, which should be submitted to the Company's head offices (23rd k.m. Ε.Ο. Athens - Lamia, Agios Stefanos, 145 65), no less than five (5) days prior to the date on which the aforementioned General Meeting is to be held.
- If their shares are listed in the Special Account, they must block the shares that they hold or part of them by submitting an application to the "Hellenic Exchanges S.A." (ex Central Securities Depository), obtain a certification to this effect by "Hellenic Exchanges S.A.", and submit it to the Company's head offices (23rd k.m. Ε.Ο. Athens - Lamia, Agios Stefanos, 145 65), no less than five (5) days prior to the date on which the aforementioned General Meeting is to be held.
Any documents authorising a proxy to act on their behalf, should be submitted to the Company's head offices no less than five (5) days prior to the date of the Meeting.
ISSUES OF THE AGENDA
1. Approval of the annual Company and Consolidated financial statements for the fiscal year 2008 (January 1 - December 31 2008) following the reading of the reports of the Board of Directors and the Chartered Auditor for the fiscal year of 2008.
2. Approval for the appropriation of profits for the fiscal year 2008 and approval of the dividend distribution to the shareholders.
3. Waiver of liability of the Board of Directors and the Chartered Auditor for the fiscal year 2008.
4. Election of a regular and a deputy Chartered Auditor for the fiscal year 2009.
5. Amendment of articles 6, 8, 9, 13, 14, 17, 21, 23, and 33 of the Company's Articles of Incorporation.
6. Announcement of election of a temporary member of the BoD in replacement of one deceased member.
7. Election of new members of the Board of Directors due to the end of the current BoD's service.
8. Election of members of the Audit Committee according to art. 37 Law 3693/2008.
9. Approval of a share buyback scheme according to the article 16 paragraph 5 of the Law 2190/1920 and update on the share buyback scheme for the period from 06.10.2008 to 12.06.2009.
10. Approval of Company guarantees in favor of the subsidiaries HELLENIC DISTRIBUTIONS S.A. LINKS OF LONDON LTD., ELMEC SPORT S.Α., FACTORY OUTLET AIRPORT S.A., up to the total amount of ?50 million.
11. Approval of remuneration or compensation for the members of the Board of Directors paid during 2008 and pre-approval of remuneration and compensation for the fiscal year 2009.
12. Permission given to the members of the Board of Directors and the Management of the Company to participate in the BoD or in the management of other related companies which have the same activities with the Company, pursuant to art. 23 par. 1 Law 2190/20.
13. Various announcements and decisions. Shareholders who wish to participate to the Annual Ordinary General Assembly must:
- If their shares are not listed in the Special Account, they must block the shares they hold or a proportion of them - via their custodian - and obtain a certificate in confirmation of this, which should be submitted to the Company's head offices (23rd k.m. Ε.Ο. Athens - Lamia, Agios Stefanos, 145 65), no less than five (5) days prior to the date on which the aforementioned General Meeting is to be held.
- If their shares are listed in the Special Account, they must block the shares that they hold or part of them by submitting an application to the "Hellenic Exchanges S.A." (ex Central Securities Depository), obtain a certification to this effect by "Hellenic Exchanges S.A.", and submit it to the Company's head offices (23rd k.m. Ε.Ο. Athens - Lamia, Agios Stefanos, 145 65), no less than five (5) days prior to the date on which the aforementioned General Meeting is to be held.
Any documents authorising a proxy to act on their behalf, should be submitted to the Company's head offices no less than five (5) days prior to the date of the Meeting.