I  N  V  I  T  A  T  I  O  N

(according to article 121 paragraph 4 of Law 4548/2018)

 

Of the Shareholders of the Société Anonyme named

“PROFILE COMMERCIAL AND INDUSTRIAL INFORMATICS SOCIETE ANONYME”

With the distinctive name “PROFILE SYSTEMS & SOFTWARE S.A.”,

To the Annual General Shareholders Meeting

General Commercial Registry 122141660000

___________________________

 

The Board of Directors of the Société Anonyme with the name "PROFILE COMMERCIAL AND INDUSTRIAL INFORMATICS SOCIETE ANONYME" and the distinctive title "PROFILE SYSTEMS & SOFTWARE S.A." (hereinafter for reasons of brevity the "Company"), invites in accordance with the law and the Articles of Association the Shareholders of the Company at the Annual General Meeting to be held on June 24^th, 2021, Thursday at 14:00, at the Company's headquarters located in Nea Smyrni, Attica (199 Syggrou Avenue), for discussion and decision-making on the following items of the agenda:

 

AGENDA OF THE ANNUAL GENERAL MEETING

Item 1^st: Submission for approval of the annual Financial Statements (corporate and consolidated) concerning the corporate year 2020 (01.01.2020-31.12.2020), as well as the annual Financial Report for the said year.

Item 2^nd: Submission for approval of the annual Management Report of the Board of Directors and the Auditors' Report for the annual Financial Statements (corporate and consolidated) related to the corporate year 2020 (01.01.2020- 31.12.2020).

Item 3^rd: Submission and presentation of the annual Activity Report of the Audit Committee for the corporate year 2020 (01.01.2020-31.12.2020). 

Item 4^th: Approval for the distribution of corporate results for the year 2020 (01.01.2020-31.12.2020), decision-making on the distribution (payment) of a dividend and providing to the Board of Directors of the Company the necessary authorizations.

Item 5^th: Approval of the overall management by the members of the Board of Directors and discharge of the Certified Auditors-Accountants of the Company from any liability for compensation for the activities of the closed corporate year 2020 (01.01.2020-31.12.2020), as well as for the annual Financial Statements of the said year.

Item 6^th: Election of an Auditing Company by the Public Registry for the mandatory audit of the annual and semi-annual Financial Statements (corporate and consolidated) for the current corporate year 2021 (01.01.2021-31.12.2021) and determination of their fee.

Item 7^th: Approval of paid fees, salaries and compensations to the members of the Board of Directors for the services provided by them during the fiscal year 2020 (01.01.2020-31.12.2020).

Item 8^th: Submission for discussion and voting by the Annual General Meeting of the Remuneration Report for the year 2020 (01.01.2020-31.12.2020), in accordance with the provisions of article 112 of Law 4548/2018.

Item 9^th: Election of a new Board of Directors of the Company and appointment of its independent members.

Item 10^th: Appointment of an Audit Committee, in accordance with the provisions of article 44 of Law 4449/2017, as in force today.

Item 11^th: Determination - pre-approval of remuneration, salaries and compensations of the members of the Board of Directors for the current corporate year 2021 (01.01.2021-31.12.2021), as well as granting permission for advance payment of the remuneration to the above persons for the period until the next Annual General Meeting, in accordance with the provisions of article 109 of Law 4548/2018.

Item 12^th: Approval of the Suitability Policy of the members of the Board of Directors, in accordance with the provisions of article 3 of Law 4706/2020.

Item 13^th: Provision of approval - permission to the members of the Board of Directors and the Directors of the Company for the execution of transactions that fall under the purposes pursued by the Company and for their participation in companies that pursue same, related or similar purposes in accordance with article 98 par. 1 of Law 4548/2018.

 

In case the quorum required by law is not reached for the decision on the issues of the Agenda, the Repeated Annual General Meeting will convene on July 8^th, 2021, Thursday at 14:00 at the same location, with the same items of the Agenda, according to the provisions of par. 2 of article 130 of Law 4548/2018, as in force. It is noted that no new invitation will be published for this Repeated Annual General Meeting.

 

According to articles 121 par. 4, 124 and 128 of law 4548/2018, as in force, the Company informs the Shareholders about the following:

 

Α. RIGHT TO PARTICIPATE AND VOTE IN THE ANNUAL GENERAL MEETING

Each share provides the right to one (1) vote. In the Annual General Meeting, Initial or in the event of Repeated, only the physical or legal persons who have the shareholding right at the beginning of the fifth (5^th) day before the day of the General Meeting, i.e. on 19.06.2021 (record date) are entitled to participate and vote. The above record date is also valid in the case of postponement or any Repeated General Meeting, provided that the postponed or Repeated General Meeting is not more than thirty (30) days away from the record date (article 124 par. 6 of Law 4548/2018).

Shareholder of the Company and entitled to participate in the Annual General Meeting, as well as to cast a vote is considered any person who is registered at the record date in the Dematerialized Securities System (DSS) of the Société Anonyme under the name “Hellenic Central Securities Depository Société Anonyme (HCSD) or the person identified as such, i.e. Shareholder, based on the relevant date recorded through the registered intermediaries or other intermediaries in compliance with the provisions of the legislation (Law 4548/2018, Law 4569/2018, Law 4706/2020 and Regulation (EU) 2018/1212) as well as the Regulation of Operation of the Hellenic Central Securities Depository (Government Gazette Β' 1007 / 16.03.2021).

The proof of the Shareholder status can be provided via any legal means and in any case through information that the Company collects from the Central Securities Depository or via the registered intermediaries or other intermediaries in the Central Securities Depository in any other case. A Shareholder may participate in the General Meeting on the basis of confirmations or notifications of Articles 5 and 6 of Regulation (EU) 2018/1212 provided by the intermediary, unless the Meeting refuses this participation for a good reason that justifies its refusal in compliance with the provisions in force (article 19, par. 1, Law 4569/2018, article 124 par. 5, Law 4548/2018).

It is noted that the exercise of the said rights (of participation and voting) does not involve the blocking of the beneficiary's shares or the observance of another similar procedure, which constrains the sale and transfer of shares throughout the period between the record date and the date of the Annual General Meeting.

 

B. MINORITY RIGHTS OF SHAREHOLDERS

(a) At the request of Shareholders representing one twentieth (1/20) of the paid-up share capital, the Board of Directors is obliged to include additional items on the Agenda of the Annual General Meeting, which has already been convened, if the relevant request is received by the Board of Directors at the latest by 09.06.2021, i.e. at least fifteen (15) days prior to the Annual General Meeting. The request to include additional items in the Agenda is accompanied by a justification or a draft decision for approval by the General Meeting, and the revised Agenda is published in a similar manner as the previous Agenda, by 11.06.2021 at the latest, i.e. thirteen (13) days before the date of the Annual General Meeting and simultaneously made available to Shareholders on the Website of the Company (please see below) together with the justification or the draft decision that has been submitted by Shareholders, in accordance with the provisions in paragraph 4 of article 123 of Law 4548/2018, as in force.

(b) Shareholders representing one twentieth (1/20) of the paid-up share capital have the right to submit draft decisions for items that αre included in the initial or any revised Agenda of the Annual General Meeting. The request must reach the Board of Directors by 17.06.2021 at the latest, i.e. seven (7) days before the date of the Annual General Meeting, whereas the draft decisions are made available to Shareholders in accordance with the provisions of par. 3, article 123 of Law 4548/2018, by 18.06.2021 at the latest, i.e. six (6) days before the date of the Annual General Meeting.

(c) Following a request by any Shareholder, which is submitted to the Company by 18.06.2021 at the latest, i.e. at least five (5) full days before the Annual General Meeting, the Board of Directors is obliged to provide the Annual General Meeting with the information specifically requested concerning Company affairs, insofar as they are relevant to the items of the Agenda. There is no obligation to provide information, when the information is already available on the website of the Company, especially if it is available in the form of questions and answers. In addition, at the request of Shareholders representing one twentieth (1/20) of the paid-in share capital, the Board of Directors is obliged to announce to the General Meeting, the amounts that, over the previous two years, have been paid to each member of the Board of Directors or to Directors of the Company, as well as any benefit provided to these persons for whatever reason or by whatever contract of the Company with them. In all of the abovementioned cases, the Board of Directors may refuse to provide such information for sufficiently important reason, which is recorded in the minutes. Such a reason may be the representation of the requesting Shareholders to the Board of Directors, in accordance with articles 79 or 80 of Law 4548/2018. In the cases referred to in this paragraph, the Board of Directors may provide a common answer to a Shareholder request having the same content.

(d) At the request of Shareholders representing one tenth (1/10) of the paid-up share capital, which is submitted to the Company by 18.06.2021 at the latest, i.e. at least five (5) full days before the Annual General Meeting, the Board of Directors is obliged to provide to the General Meeting information about the course of corporate affairs and the assets of the Company. The Board of Directors may refuse to provide information for sufficiently important reason which is recorded in the minutes. Such a reason may be the representation of the requesting Shareholders to the Board of Directors, in accordance with articles 79 or 80 of Law 4548/2018, provided that the corresponding members of the Board of Directors have received this information in a manner that is adequate.

(e) At the request of Shareholders representing one twentieth (1/20) of the paid-up share capital, voting on an item or items of the Agenda shall take place by open ballot.

In all of the abovementioned cases, requesting Shareholders are obliged to prove their Shareholder status and, with the exception of the case of the first subparagraph of par. 6 of article 141 of Law 4548/2018, the number of shares they possess during the exercise of the relevant right.

The Shareholder status can be certified by every legal means and in any case, based on the information that the Company received by the company under the name “Greek Central Securities Depository S.A” (ATHEXCSD), which provides register services, or in any other case through the participants and the registered intermediaries at the central securities depository.

 

C. PROCEDURE REGARDING PARTICIPATION & EXERCISE OF VOTING RIGHT BY PROXIES

Each Shareholder participates in the Annual General Meeting and casts vote either in person or by proxy. Each Shareholder may appoint up to three (3) proxies. Legal persons participate in the General Meeting by appointing as their proxies up to three (3) physical persons. However, if the Shareholder holds shares of the Company in more than one securities account, this constraint does not prevent the said Shareholder from appointing different proxies as regards to the shares held in each securities account with respect to the General Meeting. A proxy who acts on behalf of more than one Shareholder may cast a vote differently on behalf of each Shareholder.

The proxy shall vote, in accordance with the guidance of the Shareholder, if any. Any noncompliance of the proxy or delegate with the guidance he/she has received does not affect the validity of the decisions of the General Meeting, even if the proxy's vote was decisive in reaching a majority.

The Shareholder's proxy is obliged to notify the Company before the start of the convention of the Annual General Meeting of any particular event that may be helpful for the Shareholders to assess the risk that the proxy may serve interests other than those of the Shareholder. Within the meaning of this paragraph, there may be conflict of interests especially if the proxy is:

(a) Shareholder who exercises control of the Company or other legal person or entity controlled by that Shareholder,

(b) member of the Board of Directors or the general management of the Company or Shareholder who exercises control of the Company, or other legal person or entity controlled by a Shareholder who exercises control of the Company,

(c) employee or auditor of the Company or Shareholder who exercises control of the Company, or other legal person or entity controlled by a Shareholder who exercises control of the Company,

(d) spouse or first degree relative of one of the natural persons of the cases (a) up to (c).

The appointment and revocation or replacement of the Shareholder's proxy or representative are done in writing or electronically and are submitted to the Company at least forty eight (48) hours before the convention date of the Annual General Meeting (i.e. no later than on 22.06.2021 at 14:00), or in case of Shareholders identified through intermediaries, these are done through confirmations or notices of articles 5 and 6 of Regulation (EU) 2018/1212 that are being provided by the intermediaries.

The Company has made available on its website (http://www.profile.gr) the form it uses to appoint a proxy or representative. This form is submitted complete and signed by the Shareholder to the Investor Relations Department of the Company (199 Syggrou Ave., Nea Smyrni, Attica) or is sent by fax to 210-93.01.222 at least forty-eight (48) hours before the convention of the Annual General Meeting, i.e. no later than on 22.06.2021 at 14:00.

The Shareholder is required to take care of the confirmation of the successful sending of the representative appointment form and its receipt by the Company, calling for this purpose during working days and hours at 210-93.01.200.

 

D. AVAILABILITY OF DOCUMENTS AND INFORMATION

The information of par. 3 and 4 of article 123 of Law 4548/2018 and specifically the Invitation for convening the Annual General Meeting of Shareholders, the total number of shares and voting rights that the shares incorporate by the date of the Invitation, the form that can be used to appoint a representative or a proxy to participate in the General Meeting, the draft decisions on each item of the proposed Agenda, as well as the documents that are going to be submitted to the Annual General Meeting are available in electronic form at the Company's website (http://www.profile.gr), as well as in hard copy at the Investor Relations Department of the Company (199 Syggrou Avenue Nea Smyrni, Attica).

 

Nea Smyrni, June 3^rd, 2021

The Board of Directors