JUMBO S.A.

SHAREHOLDERS INVITATION TO AN EXTRAORDINARY GENERAL MEETING

SHAREHOLDERS INVITATION TO AN EXTRAORDINARY GENERAL MEETING

 

Ι. In accordance with the Law and the CompanyΆs Articles of Association, the Board of Directors invites the shareholders of “JUMBO SA”, to an Extraordinary General Meeting, which will be held at the CompanyΆs offices at 9, Cyprus & Hydras street, in Moschato, Attica, as following:

a. To an Extraordinary General Meeting on Tuesday, January 21st, 2020, at 16:00.

b. If the quorum, as required is not obtained to decide on the item of the original agenda the General Meeting will convene again in a Repetitive Meeting on Monday, February 3rd, 2020,

To discuss and decide on the following item of the agenda:

Decision on extraordinary distribution to the Company's shareholders of a total amount of EUR 29.933.146,98, which is part of extraordinary reserves from taxable and non-distributed profits of the fiscal year from 1.7.2014 to 30.6.2015.

II. Subsequently, pursuant to Articles 121 par. 4, 141 and 128 of Law 4548/2018, the company informs its shareholders of the following rights:

Α. Right to participate and vote at the General Meeting:

  1. Every shareholder has the right to participate and vote at the General Meeting. Shareholders who are legal entities participate in the general meeting through their representatives. Every common share of the Company provides the right of one (1) vote at the General Meeting.
  2. Eligible to participate in the General Meeting (Initial and Repeated) is any person appearing as a shareholder on 16.01.2020 (date of registration), i.e. in the beginning of the 5th day before the date of the General Meeting. The aforementioned record date applies in the case of postponed or repeated meeting, given that the adjourned meeting or repeated meeting is not more than thirty (30) days from the record date.
  3. Proof  of  shareholding status may be  evidenced by any means and in any case based  on  information  received  by  the  Company  directly through electronic connection with ATHEXCSDΆ files
  4. Note that exercise of said rights does not presuppose blocking of the beneficiaryΆs shares  nor  adherence  to  any  other  similar  procedure,  which  restricts  the possibility of the sale and transfer of such shares during the period between the record date and the relevant general meeting.

B. Specific guidelines for the exercise of the voting rights through proxy:

  1. Shareholder may participate in the General Meeting and vote either in person or by proxy.
  2. Provisions of the Articles of Association, which restricts the exercise of voting right through proxy, or the eligibility of persons to be appointed as proxy, are not valid. A proxy holding proxies from several shareholders may cast votes differently for each shareholder.
  3. The shareholder can name a proxy for one more General Meetings and for a certain period. The proxy votes according to the shareholderΆs instructions, if any.
  4. Appointment  as  well  as  revocation  or  replacement  of  the  shareholderΆs representative  takes  place  in  writing  or via email or fax at least forty eight (48) hours prior to the scheduled general meeting, meaning at least until and 19.01.2020 at 16:00.
  5. Each shareholder may appoint up to three (3) proxies. However, if a  shareholder  holds  shares  in  the  Company,  which  appear  in  more than  one securitiesΆ account, such restriction does not prevent such shareholder to appoint different proxy for the shares that appear in each securitiesΆ account in relation to the general meeting. The power of attorney is revocable.
  6. The proxy is obliged to notify the Company, prior to the commencement of the general  meeting,  of  any  specific  fact,  which  might  be  useful  to  the shareholders,  in  their  assessment  of  the  risk  the  proxy  serving  interests  other than  their  own. Conflict  of  interest  may  arise  in  particular in  cases  where  the proxy: a) is a controlling shareholder of the Company or is a legal person or entity controlled by such shareholder; b) is a member of the Board of Directors or in general of the management of the Company or of a controlling shareholder, or of another legal person or entity controlled by such shareholder; c) is an employee or an auditor of the Company or of a controlling shareholder, or of another legal person or entity controlled by a controlling shareholder; d) is a spouse or a first degree relative of a natural person referred to in cases a to c above.
  7. The shareholder's representative shall file the voting instructions for at least one (1) year, from the date of the general meeting or, if postponed, to the last recurring meeting at which he has used the proxy.
  8. Shareholders who do not comply with the above provisions of the law or with the time limits of the representation may participate in the General Meeting unless the General Meeting refuses such participation for a significant reason justifying its refusal.
  9. The company has available on its website www.e-jumbo.gr  (and in particular at the link http://corporate.e-jumbo.gr/enimerosi-ependyton/ plirofories-ependyton/genikes-synelefseis/), the form used to appoint a proxy. This form is to be completed and signed by the shareholder at the Company's Headquarters, at 9 Cyprus & Hydras in Moschato Attica (Shareholder Service, Mr. Amalia Karamitsolis) or by sending e-mail to: metohon@jumbo.gr , at least forty-eight (48) hours before the date of the General Meeting, ie until 19.01.2020 at 16.00. The beneficiary shareholder is requested to confirm the successful sending of the representative appointment form and the receipt by the company, on the phone: 2104805267 and e-mail: metohon@jumbo.gr.

C. Minority Rights:

  1. At  the  request  of  shareholders representing 1/20 of the paid up share capital, the board of directors is obliged to include additional items in the agenda of the general meeting, provided that the  relevant  request is  received  by  the  board  of  directors  at  least  fifteen  (15) days  prior  to  the general meeting, i.e. 06.01.2020.  The application for the inclusion of additional items on the agenda must be accompanied by an explanation or a draft decision for approval by the General Meeting and the revised agenda is published in the same way as the previous agenda, 13 days before the General Meeting i.e  on 08.01.2020, and at the same time, it is available to the shareholders through the website of the Company (http://corporate.e-jumbo.gr/enimerosi-ependyton/plirofories-ependyton/genikes-synelefseis/), together with the explanation or a draft decision in accordance with article 123  paragraph 4  of law 4548/2018.  If these additional items are not published, the requesting shareholders are entitled to request the adjournment of the general meeting in accordance with article 141paragraph 5 of law  4548/2018 and to make the publication themselves, in accordance with the second subparagraph of this paragraph (and article 141 paragraph 2 of law 4548/2018) at Company's expense.
  2. Shareholders representing 1/20 of the  paid-up  share  capital,  have  the  right  to  submit  draft  decisions  which  have been  included  in  the  initial  or  revised  agenda  of  the  general  meeting.  Such request must be furnished to the board of directors at least seven (7) days before the date of the general meeting, i.e. 14.01.2020 and said draft decisions are made available to the  shareholders  according  to  the  provisions  of  article  123  paragraph  3  of  law 4548/2018 at least six (6) days before the general meeting, i.e. 15.01.2020.
  3. Following an application by shareholders that is submitted to the Company at least 5 complete days before the General Meeting i.e. no later than 15.01.2020, the Board of Directors must provide to the General Meeting the requested specific information regarding Company affairs to the extent that this information is indeed useful in order to consider the items on the agenda. The obligation to provide information does not apply in the event that the information requested is  already  available  on  the  Company's  website, especially in the form of questions and answers. At the request of shareholders representing 1/20 of the paid-up share capital, the board of directors is obliged to announce to the general meeting the amounts that have been paid during  the  last  two  years  to  each  member  of  the  board  of  directors  or  to  the CompanyΆs managers, as well as any benefits that were granted to them for any reason or on the basis of their contract with the Company. In all the above cases, the  board  of  directors  may  refuse  to  provide  such  information  for  substantive ground, as recorded in the minutes. Such a reason may be, in the circumstances, the  representation  of  the  requesting  shareholders  to  the  board,  in  accordance 4 with articles 79 or 80 of law 4548/2018. In the cases of this paragraph, the board of directors may respond in a single application to shareholders with the same content.
  4. At  the  request  of  shareholders representing at least one tenth (1/10) of the paid-up capital which is submitted to the Company at least 5 complete days before the General Meeting i.e. no later than 15.01.2020, the Board of Directors must provide to the General Meeting the requested specific information regarding Company affairs and assets. The  board  of  directors  may  refuse  to  provide  such  information  for  substantive ground, as recorded in the minutes. Such a reason might be, as the case may be, the representation of the applicant shareholders on the Board, in accordance with articles 79 or 80 of law 4548/2018, provided that the respective members of the board of directors have received relevant information sufficiently.
  5. In  all  above  cases,  the  requesting  shareholders  must  prove  their  capacity  as shareholders, as well as the number of shares they hold, during the exercise of their right, except for in case of the first subparagraph of paragraph 3 mentioned above. The shareholding is certified though online connection of the Company with ATHEXCSD.

D. Available Documents and Information

The information and the relevant documents provided according to the article 121 paragraph 4 of the Law 2190/1920 on the CompanyΆs website (εταιρείας www.e-jumbo.gr and at the link http://corporate.e-jumbo.gr/enimerosi-ependyton/ plirofories-ependyton/genikes-synelefseis/) are available in hard copies at the CompanyΆs offices 9, Cyprus and Hydras street, Moschato, Attica (Shareholders Department, Ms Amalia Karamitsoli).

Moschato, December 20,2019

The Board of Directors