ELMEC SPORT A.B.E.T.E.
INVITATION TO AN EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
Upon decision of the Board of Directors of our company ELMEC SPORT COMMERCIAL, INDUSTRIAL AND TECHNICAL SOCIETE ANONYME, adopted at its meeting of November 4th 2010, the Shareholders of our company are called to an Extraordinary General Meeting on Monday, December 6th 2010 at 10:00 hours a.m, at the companys premises in Agios Stefanos, Attika, 23rd km of Athens-Lamia national road, in order to discuss and resolve on the following items:
1. Submission and approval: a) of the Draft Merger Agreement dated 22-10-2010 of Hellenic Duty Free Shops SA with the societιs anonymes a) FOLLI FOLLIE Industrial and Commercial Societι Anonyme of Jewelleries ? Timepieces ? Clothing ? Footwear ? Accessories and b) ELMEC SPORT COMMERCIAL, INDUSTRIAL AND TECHNICAL SOCIETE ANONYME ("the Merger") through absorption of companies under (a) and (b) by Hellenic Duty Free Shops SA in accordance with the provisions of articles 68-77a of codified law 2190/1920 and articles 1-5 of law 2166/1993 as in force; b) of the explanatory report under article 69, paragraph 4 of codified law 2190/1920 of the Board of Directors of our company regarding the Draft Merger Agreement; c) of reports dated 30-9-2010 of the chartered accountant-auditor Mrs. Chryssoula Tsakaloyannis regarding assessment of the book value of the assets of the absorbed companies FOLLI FOLLIE Industrial and Commercial Societι Anonyme of Jewelleries ? Timepieces ? Clothing ? Footwear ? Accessories and ELMEC SPORT COMMERCIAL, INDUSTRIAL AND TECHNICAL SOCIETE ANONYME; d) of the transformation balance sheets dated 30.06.2010 of the absorbed companies FOLLI FOLLIE Industrial and Commercial Societι Anonyme of Jewelleries ? Timepieces ? Clothing ? Footwear ? Accessories and ELMEC SPORT COMMERCIAL, INDUSTRIAL AND TECHNICAL SOCIETE ANONYME; e) of report dated 18-10-2010 of the chartered accountant-auditor Panagiotis Vroustouris, member of the auditing firm ENEL ? ALTERNATIVE AUDITING FIRM SOCIETE ANONYME and reports dated 21-10-2010 of Alpha Bank and Commercial Bank respectively, concerning the fairness and reasonableness of the share exchange ratio pursuant to article 4.1.4.1.3 of the Athens Stock Exchange Regulation; f) of report dated 4-11-2010 of our companys Board of Directors in accordance with article 4.1.4.1.3 of ASE Regulation; and g) ratification of decisions, declarations, announcements, powers of attorney, legal acts and actions of our companys Board of Directors, agents and attorneys performed for the purposes of the Merger up until the date of the Extraordinary General Meeting.
2. Approval of the Merger of HELLENIC DUTY FREE SHOPS SA with the companies a) FOLLI FOLLIE Industrial and Commercial Societι Anonyme of Jewelleries ? Timepieces ? Clothing ? Footwear ? Accessories and b) ELMEC SPORT COMMERCIAL, INDUSTRIAL AND TECHNICAL SOCIETE ANONYME through absorption of companies under (a) and (b) by DUTY FREE STORES SA in accordance with the provisions of articles 68-77a of codified law 2190/1920 and articles 1-5 of law 2166/1993 as in force, and regulation of all related issues.
3. Appointment of Representative of our company to sign the notarial deed of Merger, and authorization to perform any other act, declaration, announcement or legal act required for that purpose and in general for completion of the Merger and for carrying the Extraordinary General Meetings decisions into effect.
4. Other issues and announcements.
If the quorum required under the law and the companys articles for the adoption of resolutions on the aforementioned items of the original agenda is not attained on December 6th 2010, the shareholders are called to a 1st Reiterative Extraordinary General Meeting on Monday, December 20th 2010 at 10:00 hours a.m, at the companys premises in Agios Stefanos, Attika, 23rd km of Athens-Lamia national road, without further notice being required. The issues on the agenda of any such Reiterative Meeting will be those stated above, except from items decided during the initial meeting. According to articles 26 paragraph 2b and 28a of codified law 2190/1920, as amended and supplemented respectively by articles 3 and 5 of Law 3884/2010 and in force, the company informs shareholders on the following:
RIGHT OF PARTICIPATION AT THE GENERAL MEETING
Any person appearing in the capacity of shareholder in the Dematerialized Securities System files managed by Hellenic Stock Exchanges SA [former Central Securities Depository], where companys securities are being held, is entitled to participate at the General Meeting. Shareholding capacity is evidenced by presenting a relevant written certificate issued by the aforementioned entity, or by direct online connection of our company with said entitys files. Shareholding capacity must be effective on 1.12.2010 (Date of Record), notably at the beginning of the fifth (5th) day prior to the date of the General Meeting, i.e. 6.12.2010, and the relevant certificate regarding the shareholding capacity must be received by Company no later than 3.12.2010, notably on the third (3rd) day prior to the date of the General Meeting.
With regard to the 1st Reiterative Extraordinary General Meeting, the shareholding capacity must be effective at the beginning of 16.12.2010, notably on the fourth day prior to the date scheduled for the 1st Reiterative Extraordinary General Meeting (1st Reiterative Extraordinary General Meeting date of record), and the relevant written or electronic certificate regarding shareholding capacity must be received by company no later than 17.12.2010, notably on the third (3rd) day prior to the date of the 1st Reiterative Extraordinary General Meeting.
Only persons in the capacity of shareholder as at the respective Date of Record are considered vis-ΰ-vis the company to be entitled to attend and vote at the General Meeting. Any shareholder failing to comply with the provisions of article 28a of codified law 2190/1920 may participate at the General Meeting only upon its permission.
Exercise of these rights does not require blockage of the beneficiarys shares or compliance with any other procedure restricting the ability to sell and transfer them during the period between the Date of Record and the date of General Meeting.
PROCESS FOR EXERCISING VOTING RIGHTS BY PROXY
A shareholder may attend the General Meeting and vote either in person or by proxy. Each shareholder may appoint up to three (3) proxies. Legal entities may participate at the General Meeting by appointing up to three (3) individuals as proxies. However, if a shareholder holds shares in a company, which appear in several securities accounts, said restriction will not prevent said shareholder from appointing different proxies in respect of the shares in each securities account in relation with the General Meeting. A proxy acting on behalf of several shareholders may vote differently for each shareholder. A shareholder proxy must disclose to the company, before the General Meeting begins, any specific event which may be useful to the shareholders in assessing the risk of the proxy serving interests other than those of the shareholder.
In the sense of this paragraph, a conflict of interest may especially arise when a proxy:
a) is a shareholder controlling the company or is another legal entity or an entity controlled by that shareholder;
b) is a member of the board of directors or of the administration of the company or shareholder controlling the company in general, or another legal entity or an entity controlled by a shareholder who controls the company;
c) is an employee or auditor of the company or shareholder controlling the company, or of another legal entity or entity controlled by a shareholder who controls the company;
d) is spouse or first degree relative to one of the individuals referred to under (a) through (c) above.
The appointment and revocation of a shareholder proxy is made in writing and notified to the Company under the same form, at least three (3) days prior to the date scheduled for the General Meeting.
The company will make available at its website (www.elmec.gr) a form which may be used for the appointment of proxy. Said form must be submitted, duly completed and signed by the shareholder, to the Companys Shareholders Service at: Agios Stefanos, Attika, 23rd km of Athens-Lamia national road, or sent by facsimile at: 210-9648336, at least three (3) days prior to the date of the General Meeting. Beneficiaries are responsible for confirming successful remittance and receipt of proxy documentation by the company, by calling the following number: 210-9699300 (Mr. Anarmouloglou). The companys Articles of Incorporation provides for the holding of a General Meeting by teleconference.
MINORITY RIGHTS OF SHAREHOLDERS
(a) At the request of shareholders representing one twentieth (1/20) of the paid-up share capital, the companys board of directors is obliged to insert additional items in the General Meetings agenda, if the relevant request is received by the board of directors until 20.11.2010, notably at least fifteen (15) days prior to the General Meeting. The request for inserting additional items in the agenda must be accompanied by reasoning or by a draft decision to be approved by the General Meeting, and the revised agenda will be notified in the same manner as the previous agenda on 22.11.2010, notably thirteen (13) days prior to the General Meeting, and will also be made available to shareholders at the companys website, together with the reasoning or the draft decision submitted by the shareholders in accordance with the provisions of article 27 paragraph 3 of codified law 2190/1920.
(b) At the request of shareholders representing one twentieth (1/20) of the paid-up share capital, the board of directors must make available to the shareholders in accordance with the provisions of article 27 paragraph 3 of codified law 2190/1920, no later than 29.11.2010, notably at least six (6) days prior to the General Meeting, draft decisions on items included in the original or revised agenda, if the relevant request is received by the board of directors until 28.11.2010, notably at least seven (7) days prior to the General Meeting.
(c) Upon request of any shareholder submitted to the Company by 30.11.2010, notably at least five (5) full days prior to the General Meeting, the board of directors must provide to the General Meeting the requested information on the companys affairs, to the extent they are useful for the actual consideration of the items on the agenda. The board of directors may refuse to provide such information for a substantial reason to be recorded in the minutes. The board of directors may provide a uniform reply to shareholders requests having the same content. There is no obligation to provide information when such information is already published in the companys website, especially in the form of questions and answers.
(d) At the request of shareholders representing one fifth (1/5) of the paid-up share capital, which should be submitted to the company by 30.11.2010, notably at least five (5) full days prior to the General Meeting, the board of directors shall supply to the General Meeting information regarding the progress of the companys corporate affairs and financial condition. The board of directors may refuse to furnish the requested information for a substantial reason to be recorded in the minutes.
Respective time-limits apply on shareholders minority rights in case of Reiterative General Meetings as well.
In all aforementioned cases, the requesting shareholders will be called to prove their shareholding capacity and the number of shares they hold at the time they exercise their respective rights. Submission of certificate from the entity where the respective securities are held, or confirmation of the shareholding capacity through direct online connection between entity and company constitutes such evidence.
AVAILABLE DOCUMENTS AND INFORMATION
The information referred to in article 27, paragraph 3 of codified law 2190/1920, including the notice to General Meeting, the form for the appointment of proxy and the draft decision on items of the agenda, as well as more detailed information regarding the exercise of the minority rights under article 39, paragraphs 2, 2a, 4 and 5 of codified law 2190/1920 will be available in electronic form at the companys website www.elmec.gr. The complete text of draft decisions and documents provided under article 27, paragraph 3(c) and (d) of codified law 2190/1920 will also be available in hard copy from Shareholders Services at: Agios Stefanos, Attika, 23rd km of Athens-Lamia national road.
1. Submission and approval: a) of the Draft Merger Agreement dated 22-10-2010 of Hellenic Duty Free Shops SA with the societιs anonymes a) FOLLI FOLLIE Industrial and Commercial Societι Anonyme of Jewelleries ? Timepieces ? Clothing ? Footwear ? Accessories and b) ELMEC SPORT COMMERCIAL, INDUSTRIAL AND TECHNICAL SOCIETE ANONYME ("the Merger") through absorption of companies under (a) and (b) by Hellenic Duty Free Shops SA in accordance with the provisions of articles 68-77a of codified law 2190/1920 and articles 1-5 of law 2166/1993 as in force; b) of the explanatory report under article 69, paragraph 4 of codified law 2190/1920 of the Board of Directors of our company regarding the Draft Merger Agreement; c) of reports dated 30-9-2010 of the chartered accountant-auditor Mrs. Chryssoula Tsakaloyannis regarding assessment of the book value of the assets of the absorbed companies FOLLI FOLLIE Industrial and Commercial Societι Anonyme of Jewelleries ? Timepieces ? Clothing ? Footwear ? Accessories and ELMEC SPORT COMMERCIAL, INDUSTRIAL AND TECHNICAL SOCIETE ANONYME; d) of the transformation balance sheets dated 30.06.2010 of the absorbed companies FOLLI FOLLIE Industrial and Commercial Societι Anonyme of Jewelleries ? Timepieces ? Clothing ? Footwear ? Accessories and ELMEC SPORT COMMERCIAL, INDUSTRIAL AND TECHNICAL SOCIETE ANONYME; e) of report dated 18-10-2010 of the chartered accountant-auditor Panagiotis Vroustouris, member of the auditing firm ENEL ? ALTERNATIVE AUDITING FIRM SOCIETE ANONYME and reports dated 21-10-2010 of Alpha Bank and Commercial Bank respectively, concerning the fairness and reasonableness of the share exchange ratio pursuant to article 4.1.4.1.3 of the Athens Stock Exchange Regulation; f) of report dated 4-11-2010 of our companys Board of Directors in accordance with article 4.1.4.1.3 of ASE Regulation; and g) ratification of decisions, declarations, announcements, powers of attorney, legal acts and actions of our companys Board of Directors, agents and attorneys performed for the purposes of the Merger up until the date of the Extraordinary General Meeting.
2. Approval of the Merger of HELLENIC DUTY FREE SHOPS SA with the companies a) FOLLI FOLLIE Industrial and Commercial Societι Anonyme of Jewelleries ? Timepieces ? Clothing ? Footwear ? Accessories and b) ELMEC SPORT COMMERCIAL, INDUSTRIAL AND TECHNICAL SOCIETE ANONYME through absorption of companies under (a) and (b) by DUTY FREE STORES SA in accordance with the provisions of articles 68-77a of codified law 2190/1920 and articles 1-5 of law 2166/1993 as in force, and regulation of all related issues.
3. Appointment of Representative of our company to sign the notarial deed of Merger, and authorization to perform any other act, declaration, announcement or legal act required for that purpose and in general for completion of the Merger and for carrying the Extraordinary General Meetings decisions into effect.
4. Other issues and announcements.
If the quorum required under the law and the companys articles for the adoption of resolutions on the aforementioned items of the original agenda is not attained on December 6th 2010, the shareholders are called to a 1st Reiterative Extraordinary General Meeting on Monday, December 20th 2010 at 10:00 hours a.m, at the companys premises in Agios Stefanos, Attika, 23rd km of Athens-Lamia national road, without further notice being required. The issues on the agenda of any such Reiterative Meeting will be those stated above, except from items decided during the initial meeting. According to articles 26 paragraph 2b and 28a of codified law 2190/1920, as amended and supplemented respectively by articles 3 and 5 of Law 3884/2010 and in force, the company informs shareholders on the following:
RIGHT OF PARTICIPATION AT THE GENERAL MEETING
Any person appearing in the capacity of shareholder in the Dematerialized Securities System files managed by Hellenic Stock Exchanges SA [former Central Securities Depository], where companys securities are being held, is entitled to participate at the General Meeting. Shareholding capacity is evidenced by presenting a relevant written certificate issued by the aforementioned entity, or by direct online connection of our company with said entitys files. Shareholding capacity must be effective on 1.12.2010 (Date of Record), notably at the beginning of the fifth (5th) day prior to the date of the General Meeting, i.e. 6.12.2010, and the relevant certificate regarding the shareholding capacity must be received by Company no later than 3.12.2010, notably on the third (3rd) day prior to the date of the General Meeting.
With regard to the 1st Reiterative Extraordinary General Meeting, the shareholding capacity must be effective at the beginning of 16.12.2010, notably on the fourth day prior to the date scheduled for the 1st Reiterative Extraordinary General Meeting (1st Reiterative Extraordinary General Meeting date of record), and the relevant written or electronic certificate regarding shareholding capacity must be received by company no later than 17.12.2010, notably on the third (3rd) day prior to the date of the 1st Reiterative Extraordinary General Meeting.
Only persons in the capacity of shareholder as at the respective Date of Record are considered vis-ΰ-vis the company to be entitled to attend and vote at the General Meeting. Any shareholder failing to comply with the provisions of article 28a of codified law 2190/1920 may participate at the General Meeting only upon its permission.
Exercise of these rights does not require blockage of the beneficiarys shares or compliance with any other procedure restricting the ability to sell and transfer them during the period between the Date of Record and the date of General Meeting.
PROCESS FOR EXERCISING VOTING RIGHTS BY PROXY
A shareholder may attend the General Meeting and vote either in person or by proxy. Each shareholder may appoint up to three (3) proxies. Legal entities may participate at the General Meeting by appointing up to three (3) individuals as proxies. However, if a shareholder holds shares in a company, which appear in several securities accounts, said restriction will not prevent said shareholder from appointing different proxies in respect of the shares in each securities account in relation with the General Meeting. A proxy acting on behalf of several shareholders may vote differently for each shareholder. A shareholder proxy must disclose to the company, before the General Meeting begins, any specific event which may be useful to the shareholders in assessing the risk of the proxy serving interests other than those of the shareholder.
In the sense of this paragraph, a conflict of interest may especially arise when a proxy:
a) is a shareholder controlling the company or is another legal entity or an entity controlled by that shareholder;
b) is a member of the board of directors or of the administration of the company or shareholder controlling the company in general, or another legal entity or an entity controlled by a shareholder who controls the company;
c) is an employee or auditor of the company or shareholder controlling the company, or of another legal entity or entity controlled by a shareholder who controls the company;
d) is spouse or first degree relative to one of the individuals referred to under (a) through (c) above.
The appointment and revocation of a shareholder proxy is made in writing and notified to the Company under the same form, at least three (3) days prior to the date scheduled for the General Meeting.
The company will make available at its website (www.elmec.gr) a form which may be used for the appointment of proxy. Said form must be submitted, duly completed and signed by the shareholder, to the Companys Shareholders Service at: Agios Stefanos, Attika, 23rd km of Athens-Lamia national road, or sent by facsimile at: 210-9648336, at least three (3) days prior to the date of the General Meeting. Beneficiaries are responsible for confirming successful remittance and receipt of proxy documentation by the company, by calling the following number: 210-9699300 (Mr. Anarmouloglou). The companys Articles of Incorporation provides for the holding of a General Meeting by teleconference.
MINORITY RIGHTS OF SHAREHOLDERS
(a) At the request of shareholders representing one twentieth (1/20) of the paid-up share capital, the companys board of directors is obliged to insert additional items in the General Meetings agenda, if the relevant request is received by the board of directors until 20.11.2010, notably at least fifteen (15) days prior to the General Meeting. The request for inserting additional items in the agenda must be accompanied by reasoning or by a draft decision to be approved by the General Meeting, and the revised agenda will be notified in the same manner as the previous agenda on 22.11.2010, notably thirteen (13) days prior to the General Meeting, and will also be made available to shareholders at the companys website, together with the reasoning or the draft decision submitted by the shareholders in accordance with the provisions of article 27 paragraph 3 of codified law 2190/1920.
(b) At the request of shareholders representing one twentieth (1/20) of the paid-up share capital, the board of directors must make available to the shareholders in accordance with the provisions of article 27 paragraph 3 of codified law 2190/1920, no later than 29.11.2010, notably at least six (6) days prior to the General Meeting, draft decisions on items included in the original or revised agenda, if the relevant request is received by the board of directors until 28.11.2010, notably at least seven (7) days prior to the General Meeting.
(c) Upon request of any shareholder submitted to the Company by 30.11.2010, notably at least five (5) full days prior to the General Meeting, the board of directors must provide to the General Meeting the requested information on the companys affairs, to the extent they are useful for the actual consideration of the items on the agenda. The board of directors may refuse to provide such information for a substantial reason to be recorded in the minutes. The board of directors may provide a uniform reply to shareholders requests having the same content. There is no obligation to provide information when such information is already published in the companys website, especially in the form of questions and answers.
(d) At the request of shareholders representing one fifth (1/5) of the paid-up share capital, which should be submitted to the company by 30.11.2010, notably at least five (5) full days prior to the General Meeting, the board of directors shall supply to the General Meeting information regarding the progress of the companys corporate affairs and financial condition. The board of directors may refuse to furnish the requested information for a substantial reason to be recorded in the minutes.
Respective time-limits apply on shareholders minority rights in case of Reiterative General Meetings as well.
In all aforementioned cases, the requesting shareholders will be called to prove their shareholding capacity and the number of shares they hold at the time they exercise their respective rights. Submission of certificate from the entity where the respective securities are held, or confirmation of the shareholding capacity through direct online connection between entity and company constitutes such evidence.
AVAILABLE DOCUMENTS AND INFORMATION
The information referred to in article 27, paragraph 3 of codified law 2190/1920, including the notice to General Meeting, the form for the appointment of proxy and the draft decision on items of the agenda, as well as more detailed information regarding the exercise of the minority rights under article 39, paragraphs 2, 2a, 4 and 5 of codified law 2190/1920 will be available in electronic form at the companys website www.elmec.gr. The complete text of draft decisions and documents provided under article 27, paragraph 3(c) and (d) of codified law 2190/1920 will also be available in hard copy from Shareholders Services at: Agios Stefanos, Attika, 23rd km of Athens-Lamia national road.