ANNOUNCEMENT FOR THE 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 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, June 28th, 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:
- Submission and approval of the financial statements of the Company for the fiscal year 1.01.2018-31.12.201 8 and of reports of the Directors and the Auditors. Take the decision to distribute (or not distribute) dividends from profits for the year.
- Approval of the overall management of the Company's Board of Directors during the year 2018 and the change of the members of the Board of Directors and the Certified Auditor from any liability for compensation for the operations of the year 1.01.201 8 -31.12.201 8 .
- Election of Certified Auditors / Audit Office for the control of the use 1.01.201 9 -31.12.201 9 and determination of their remuneration.
- Adoption of contracts and remuneration of members of the Board of Directors and pre-approval of new fees of these members.
- Licensing to members of the Board of Directors for the purpose of carrying out business transactions subject to some of the corporate purposes.
- Harmonization of the Company's Articles of Association, in accordance with the provisions of Law 4548/2018, as well as its codification in a single text.
- Approval of remuneration policy, in accordance with Art. 110 and 111 of Law 4548/2018, as in force.
- Free distribution of shares to members of the board of directors and staff in accordance with Art. 114 of Law 4548/2018, as in force
- Ratification of the Board of Directors' decisions.
- 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 8 July 201 9 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 Dematerialized Securities System managed by the " HELLENIC EXCHANGES 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 Ordinary General Meeting (initial meeting and repeat). The above recording date also applies in the case of a postponement or a recurring 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, according to the provisions of article 130 of Law 4548/2018 , the person holding the shareholding at the beginning of the third day before the day of the postponement or the repeat general meeting.Proof of shareholding may be evidenced by any legal instrument and, however, on the basis of information received by the CSE from the CSD if it provides registry services or through the participating and registered Ombudsmen in the CSD in any other case.
The status of shareholder must exist on 23 June 2019 (Record Date), ie at the beginning of the fifth (5th) day before the date of the General Meeting of 28th As of June 2019 and the relevant written certification or the electronic verification regarding the shareholding capacity must be received by the Company no later than 25 June 2019, ie the third (3rd) day before the meeting of the General Assembly.
For the First Repeated General Meeting of 8th July 2019 s, the status of shareholder must exist on 23 June 2019, and the remainder of the above apply regarding Home General Assembly.
The Company is deemed to have the right to participate and vote in the 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 such rights (participation and voting) does not require that the Shares of the beneficial owner be blocked or that another analogous procedure should be followed which restricts the possibility of selling and transferring them during the time between the recording date 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 13 June 2019. the additional items must be published or disclosed under the responsibility of the board, under Article 122 of the Law. 4548/201 8 seven (7) days before from the general assembly Ie on 21 June 2019. In companies with shares listed on a regulated market, the application for the inclusion of additional items on the agenda is accompanied by a justification or from a draft decision for approval to 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 website, together with the justification or draft decision submitted by the shareholders according to the provisions of article 123 par. 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 according to the provisions of article 123 par. 3 of Law 4548/2018 , six ( At least six days before the date of the general meeting.
At the request of any shareholder, submitted to the Company at least five full days before the Ordinary 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 they relate to items on the agenda. No obligation to provide information exists when the relevant information is already available on the company's website, in particular in the form of questions and answers. Also, at the request of shareholders representing one twentieth (1/20) of the paid up capital, the Board of Directors is obliged to announce to the General Meeting, if tactical, the sums paid over the last two years to each member of the Board of Directors or the directors of the company, as well as any benefit to such persons from any cause or contract of the company with them. In all the above cases, the board of directors may refuse to provide the information for substantive reasons, as recorded in the minutes. Such a reason may be, in the circumstances, the representation of the requesting shareholders on the board of directors, in accordance with Articles 79 or 80. In the cases referred to in this paragraph, the board of directors may respond uniformly to shareholder requests with the same content.
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 board in accordance with Articles 79 or 80 of Law 4548/2018 , provided that the relevant members of the board of directors have received the relevant information in an adequate 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) 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 prior to the date of the General Meeting. The Company has in the (www. Mls website. Gr) this form.
AVAILABLE DOCUMENTS & INFORMATION
The information of article 128 of Law. 4548/2018 are 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 PYLEIA THESSALONIKI - PC 55535 .
Thessaloniki, 5 - 6 -201 9 .
THE BOARD OF DIRECTORS