M.L.S. INNOVATION INC.

INVITATION FOR EXTRAORDINARY GENERAL MEETING

INVITATION

TO THE SHAREHOLDERS OF THE SOCIETE ANONYME UNDER THE BUSINESS NAME: “MLS INNOVATION INC.”,  (MLS PLIROFORIKI A.E.)  NO GEMH 57957704000 (ΕΧ REGISTRATION NUMBER A.P.M.A.E. 34194/06/B/95/14) FOR THE EXTRA ORDINARY GENERAL MEETING

 

The Board of Directors of “MLS Innovation Inc SA”, in accordance with the law and the Company's Articles of Association, invites its shareholders to the Ordinary General Meeting on Friday, April 12th , 2019, to be held at 15:00 at the Company's headquarters at VEPE TECHNOPOLIS Pylaia, Thessaloniki, Greece, in order to discuss and decide upon the following issues pertaining to the daily agenda:

1.      Election of  new Board of Directors
2.      Amendment of articles 25 and 34 of the Company's Articles of Association.

Miscellaneous announcements.

 

A. RIGHT OF PARTICIPATION AND VOTING

In the event that the required quorum for the decision-making on the agenda is not achieved by the Law and the Articles of Association, the General Meeting will meet again (Repeat General Meeting) on Monday  April 22th 2019 at the same place and with the same items on the agenda.

The General Meeting is entitled to participate as shareholder in the Records of the Securities System managed by the HELLENIC EXCHANGES -HC. SA (HELEX), which holds the securities of the Company .

In particular, the person having the shareholding capacity at the beginning of the fifth day before the date of the original meeting of the general meeting (record date) may participate in the Extraordinary General Meeting (initial meeting and repeat). The above recording date also applies in the case of a postponement or a repeat session, provided that the postponement or the repeat session is not more than thirty (30) days from the recording date. If this is not the case or if, in the case of the repeat general meeting, a new invitation is published, as provided for in Article 130 of Law 4548/2018 , the person having the shareholder's capacity at the beginning of the third day before the day of the postponement or the repeat general meeting participates in the general meeting. Proof of shareholding may be provided by any legal instrument, however, on the basis of information received by the CSE from the CSD, provided it provides registry services, or through the participating and registered Ombudsmen at the CSD in any other case.

The status of shareholder must exist on  April 7th 2019 (record date), ie at the beginning of the fifth (5th) day prior to the meeting date of the General Meeting of  April 12th 2019 and the relevant written certification or the electronic verification regarding the shareholding capacity must be received by the Company no later than April 9th 2019, ie the third (3rd) day before the meeting of the General Assembly.

For the 1st Repeat General Meeting of  April 22nd 2019 , the Shareholder's status must exist on April 7th  , 2019 , and the above applies to the original Extraordinary General Meeting.

The Company is deemed to have the right to participate and vote at the Extraordinary General Meeting only those who have the status of Shareholder at the respective recording date as defined by the provisions of article 124 par.6 of Law 4548/2018. It should be noted that the exercise of these rights (participation and voting) does not require that the Shares of the Beneficiary be blocked or that another similar procedure is maintained, limiting their ability to sell and transfer during the period between the date of registration and the date of the General Assembly.

B. MINORITY RIGHTS OF THE SHARES

At the request of shareholders, representing one twentieth (1/20) of the paid-up capital, the Board of Directors is obliged to include additional issues on the agenda of the General Meeting already convened if the relevant Board of Directors requests fifteen (15) days before the general meeting, ie on  March 27th 2019. Additional matters must be published or disclosed, under the responsibility of the Governing Board, in accordance with Article 122 of Law. 4548/2018, seven (7) days before the General Meeting, ie on  April 5th 2019. In companies with shares listed on a regulated market, the request to enter additional items on the agenda is accompanied by a justification or by a draft resolution to be approved by the general meeting and the revised agenda is published in the same manner as the previous agenda, thirteen (13) days prior to the date of the general meeting and at the same time made available to the shareholders on the company's web site, together with the justification or draft decision submitted by the shareholders in accordance with Article 123 (4) of Law 4548/2018 . In both listed companies and non-listed companies on a regulated market, if these issues are not published, the requesting shareholders are entitled to request the adjournment of the general meeting in accordance with paragraph 5 and to do so themselves publication, as specified in the second subparagraph of this paragraph, at the expense of the company.

Shareholders representing one twentieth (1/20) of the paid-up capital have the right to submit draft decisions on matters included in the original or any revised agenda of the general meeting. The relevant application must reach the Board of Directors at least seven (7) days prior to the date of the General Meeting, the draft decisions being made available to the shareholders in accordance with Article 123 (3) of Law 4548/2018 , at least six (6) days prior to the date of the General Meeting.

At the request of any shareholder submitted to the Company at least five full days before the Extraordinary General Meeting, the Board of Directors is required to provide the General Meeting with the specific information requested on the company's affairs, insofar as these relate to items on the agenda. The obligation to provide information does not exist when the relevant information is already available on the company's website, in particular in the form of questions and answers. (c) Upon request of any shareholder communicated to the Company until April 7th 2019 ie. Five (5) full days prior to the Extraordinary General Meeting, the Board of Directors must provide to the Extraordinary General Meeting the requested specific information on cases of the Company, insofar as they are useful for the actual assessment of the items on the agenda. The Board of Directors may respond in a single application to Shareholders with the same content. The obligation to provide information does not exist when the relevant information is already available on the Company's website, in particular in the form of questions and answers.

At the request of shareholders representing one tenth (1/10) of the paid up capital submitted to the company within the time limit of the preceding paragraph, the Board of Directors is obliged to provide the general meeting with information on the course of corporate affairs and the property situation the company's. The board of directors may refuse to provide the information for substantive reasons, which shall be recorded in the minutes. Such a reason may be, in the circumstances, the representation of the requesting shareholders on the Governing Board in accordance with Articles 79 or 80 of Law 4548/2018 , provided that the respective members of the Board of Directors have received the relevant information in a sufficient manner. In the cases of this paragraph, the board of directors may respond in a single application to shareholders with the same content.

C. PROCEDURE FOR EXERCISE OF VOTING RIGHTS BY REPRESENTATIVE

Each shareholder may take part and vote either in person or by signing a delegation appointing up to three (3) representatives. Legal persons participate in the General Meeting, appointing as their representatives up to three (3) natural persons. However, if the shareholder holds shares that appear in more than one securities account, this limitation does not prevent the shareholder from appointing different dealers for the shares appearing in each securities account in relation to the General Meeting. A representative acting for more than one shareholder may vote differently for each shareholder. The shareholder's shareholder is required to notify the Company, prior to the start of the General Meeting, of any specific event that may be useful to shareholders to assess the risk that the agent may serve interests other than the interests of the shareholder. For the purposes of this paragraph, a conflict of interest may arise, in particular where the agent: (a) is a shareholder exercising control over the Company or is another legal entity or entity controlled by that shareholder; (b) is a member of the board of directors; or (c) is an employee or statutory auditor of the Company or a shareholder exercising the control of the Company, ncho the Company or other legal person or entity controlled by a shareholder who controls the Company, d) is a spouse or first degree relative with a natural person referred to in points (a) to (c).

The appointment and revocation of a shareholder's representative is made in writing and filed with the Company at its headquarters or sent by fax (2310 937222) at least three (3) days before the date of the General Meeting. The Company has in the (www.mls.gr) this form.

 

AVAILABLE DOCUMENTS & INFORMATION

The information in article 128 of Law 4548/2018 is available in electronic form on the Company's website (www.mls.gr). The full text of any documents and draft decisions provided for in Article 128 (4) and (5) of Law 4548/2018 will also be available in printed form at the offices of the Company's headquarters at: VEPE TECHNOPOLIS PYLAIA THESSALONIKI - PC 55535 .

 

 

Thessaloniki, 18-3-2019 

 

THE BOARD OF DIRECTORS