Invitation to the Ordinary General Assembly of the shareholders (Correct Repetition)
UNOFFICIAL TRANSLATION
Invitation to the Ordinary General Assembly of the shareholders of
NEXANS HELLAS I.S.A.
Registration No. 2176/06/B/86/06
General Commercial Registry No. 00282101000
Following the decisions of the Board of Directors,dated 15.5.2018 and 29.5.2018, and in accordance with the articles of incorporation and C.L. 2190/1920, as amended is applicable, the shareholders of “NEXANS HELLAS Industrial Société Anonyme” are invited to the Ordinary General Assembly, which will take place on Tuesday, June 12, 2018, at 10:00a.m. at the Hotel «Holiday Inn Athens», 40,2 km of Attica Avenue, Peania Attica, for discussing and taking decisions on the following items(out of which the one numbered 7 was added following request of a minority shareholder, representing more than the 1/20 of the company's paid-up share capital, in accordance with article 39 of L. 2190/1920):
Agenda of the meeting
1. Submission and hearing of the reports of the Board of Directors and of the Auditor concerning the Annual Financial Report of the period 01.01.2017 to 31.12.2017.
2. Approval of the Annual Financial Report of the period 01.01.2017 to 31.12.2017 and of the Auditor's report.
3. Release of the members of the Board of Directors and of the Auditor from any liability for compensation in connection with the Annual Financial Report and the administration and management in general of the period 01.01.2017 to 31.12.2017.
4. Election of Auditors (regular/alternate) for the period 01.01.2018 to 31.12.2018 and fixing of their fee.
5. Approval of the remuneration and expenses paid to members of the Board of Directors and fixing of the relevant future remuneration and expenses.
6. Approval, in accordance with article 23α of L. 2190/1920 of a contract to be executed between the company and affiliated company.
7. Decrease of the nominal value of shares: Decrease of share capital of Company by the amount of 2.299.687,50 euros, by decreasing the value of each share by 0,10 euros (from 1,25 euro to 1,15 euro) and return this amount to the shareholders. This item involves the amendment of the article 5 of the Company's articles of association.
Furthermore, as provided for by the Codified Law 2190/1920 as currently in force, the Board of Directors informs the Company shareholders of the following:
A. PARTICIPATION AND VOTING RIGHT IN THE GENERAL MEETING
Any person appearing as company shareholder in the records of the Dematerialized Securities System (DSS) managed by "Hellenic Exchanges S.A.” (HELEX) on 7June 2018 (Record Date), namely at the beginning of the 5th day prior to the date of the General Meeting, shall be entitled to take part and vote in the General Meeting to be held on 12 June 2018.The shareholder's capacity as such on the specific Record Date will be proven by furnishing the relevant written attestation of the above body (HELEX) or, alternatively, through the Company's direct online connection to the latter's records. In order that the shareholders are entitled to take part and vote in the General Meeting, the relevant written attestation of HELEX or the electronic certification regarding such shareholder's capacity should arrive at the Company no later than the 9th of June 2018, namely until the third day before the General Meeting. Those shareholders who are legal entities should submit the relevant identification documents as provided for in the Law, within the same deadline.Only those persons having the capacity of shareholder on the relevant Record Date are entitled to participate and vote in the General Meeting.If such shareholder has not complied with the provisions of Article 28a of C.L. 2190/20, (s)he will participate in the General Meeting only following the latter's permission.To exercise the relevant rights does not presuppose that the beneficiary's shares are blocked or that any other similar procedure applies, which restricts the capacity to sell and transfer them during the period from the Record Date to the General Meeting.Each share entitles to one vote.
B. PROCEDURE FOR THE EXERCISE OF VOTING RIGHTS VIA REPRESENTATIVES
Shareholders participate in the General Meeting and vote either in person or via representatives. Each shareholder may appoint up to three (3) representatives and legal entities – shareholders may appoint up to three (3) natural persons as their representatives. If a shareholder has company shares listed in more than one securities account, such shareholder may appoint different representatives for the shares listed in each securities account.Any representative acting on behalf of more than one shareholders may cast a different vote for each shareholder. The company's articles of association do not provide for the capacity of shareholders to participate in the General Meeting via electronic means without being physically present at the place it is held or any option of remote voting through electronic means or correspondence or any option to appoint and revoke representatives through electronic means. Authorization forms for the appointment of representatives and forms for revocation of such authorization will be made available to shareholders: a) in printed format at the company's offices (15, Messoghion Avenue,3rd floor, 115 26, Athens, tel.:211 120 7770 & fax 211 120 7739) and b) in electronic format on the company's website (www.nexans.gr). After being filled out and signed, the above forms should be deposited at the aforementioned address (point a) or faxed to 211 120 7739 no later than 9June 2018, i.e. three (3) days prior to the date of the General Meeting.Beneficiaries should take steps to confirm that the forms of authorization and revocation of authorization have been successfully sent and received by the company by calling the above number 211 120 7770. The representative shall be obliged to notify to the company prior to the beginning of the General Meeting, every specific incident that may be useful for the shareholders to evaluate the risk of having the representative serve other interests than those of the represented shareholder.A conflict of interests may arise especially when the representative:a) is a shareholder exercising control over the company or is another legal person or entity controlled by such shareholder; b) is a member on the Board of Directors or generally Company Management or a shareholder exercising control over the company or other legal person or entity controlled by a shareholder exercising control over the company; c) is an employee or chartered auditor of the company or of a shareholder exercising control over the company or other legal person or entity controlled by a shareholder exercising control over the company; d) is spouse or first-degree kin with any of the natural persons set out in cases a-c.
C. MINORITY INTERESTS OF SHAREHOLDERS
(1) Shareholders representing 1/20 of the company's paid-up share capital may request: a) to have other items added to the agenda of the General Meeting by way of application that must be received by the Board at least fifteen (15) days prior to the General Meeting and should be accompanied by the relevant justification or a draft decision to be approved by the General Meeting; b) to provide shareholders at least six (6) days before the General Meeting with draft decisions regarding items included in the initial or any revised agenda by way of application that must be received by the Board at least seven (7) days before the General Meeting.
(2) On the request of shareholders representing 1/20 of the paid-up share capital, the Board of Directors shall be obliged to inform the General Meeting - if it is ordinary - about the amounts paid over the last two years to each member of the BoD or Company Managers and all benefits given to those persons on any ground or under any contract between them and the Company.
(3) Shareholders representing 1/5 of the company's paid-up share capital may request, by way of application submitted to the company at least five (5) full days before the General Meeting that the Board provides the General Meeting with information on the company's affairs and financial standing.
(4) Any shareholder may request, by way of application submitted to the company at least five (5) full days before the General Meeting, that the Board provides the General Meeting with specific information on corporate affairs to the extent this is useful for the actual assessment of the items on the agenda.
In all the above cases, the applicant shareholders must prove that they are shareholders and the number of shares they hold when exercising their right.The attestation furnished from HELEX or the certification of shareholder's capacity through the Company's direct online connection to the records of HELEX shall constitute such proof.
D. AVAILABLE DOCUMENTS AND INFORMATION
This notice, the documents that will be submitted to the General Meeting, draft decisions on the items on the agenda, the forms regarding voting via representatives and their revocation as well as all other information set out in Article 27(3) of C.L. 2190/20 will be available on the company's website (www.nexans.gr).In addition, all the above documents will be available in printed format at the company's principal establishment (15, Messoghion Avenue,3rd floor, 115 26, Athens, tel.:211 120 7770 & fax 211 120 7739), where shareholders can obtain copies.
Athens, May 29, 2018
THE BOARD OF DIRECTORS