INVITATION

 

 Of the shareholders of the SA Company under the title «WATER SUPPLY AND SEWERAGE SYSTEMS COMPANY OF THESSALONIKI S.A» and the distinct title «EYATH S.A» (S.A register number 41913/06/Β/98/32) with headquarters in Thessaloniki, on Extraordinary General Assembly.

 

 According to the Law and the Company's Articles of Association and after the Decision of the Board of Directors, the Company Shareholders are invited in the Extraordinary General Assembly on the 13th of December 2012, Thursday and at 11:00 a.m., in the Hyatt Regency Thessaloniki, 13 km Thessaloniki - Peraias, in order to discuss and conclude to decisions upon the following daily agenda issues:

 

A. GENERAL ASSEMBLY DAILY AGENDA ISSUES

Issue 1ο :  Election of the Members of the Board of Directors and appointment of the Independent Members of the BoD.

Issue 2ο : Appointment of the Committee of the Article 37 of the Law 3693/2008

Issue 3ο : Announcements - Suggestions.

 

B. PARTICIPATION RIGHT & VOTE IN THE EXTRAORDINARY GENERAL ASSEMBLY

According to the article 26 par. 2b of the L. 2190/1920, as in application after its amendment from the article 3 of the l. 3884/2010, the Company informs the shareholders for the following:

In the Extraordinary General Assembly has the right to participate anyone appearing as a shareholder in the records of the Dematerialized Securities System managed by the Greek Stock Exchange S.A in which the Company's' securities (shares) are kept. As proof of the shareholding right, submission of a relevant written affirmation by the above mentioned agency is accepted or alternatively with the direct electronic connection of the Company to the records of the responsible agency.

The right as shareholder must be current by Saturday 08.12.2012 (registration date), that is, at the beginning of the fifth (5th) day prior to the 13.12.2012 when the Extraordinary General Assembly is held and the respective affirmation or electronic confirmation regarding the shareholder right must be submitted to the Company the latest by the 10.12.2012, that is, the third (3rd) day before the Extraordinary General Assembly is held.

As far as the Company is concerned, only those who are shareholders on the date of registration can hold participation and voting rights.

In case of non compliance towards the provisions of article 28a E.L 2190/1920, any shareholder can only participate in the General Meeting upon Company permission.

It is noted that the practising of these rights (participation and voting) does not require the binding of the beneficiary's shares or any other similar procedure, which limits the option to sell or purchase shares during the time period between the date of registration and the date the General Meeting is held.

  In the case of non quorum participation, cancellation or postponement, for the daily agenda issues, the shareholders are invited to:

The Α' Repetitive General Assembly on the 27/12/2012, Thursday at 11.00 a.m., at the same place (in the Hyatt  Regency Thessaloniki,13 km  Thessaloniki - Peraias), which are liable to attend and vote all the Shareholders which are registered in the shareholder's registry, during the beginning of the 23/12/2012 (registry date)  or/and

  The Β΄ Repetitive General Assembly on the 08/01/2013, Tuesday at 11.00 a.m., at the same time (in the Hyatt  Regency Thessaloniki,13 km  Thessaloniki - Peraias), which are liable to attend and vote all the Shareholders which are registered in the shareholder's registry, during the beginning of the 04/01/2013 (registry date).

In the case of Repetitive General Assembly, the relevant written statement or the electronic certification for the shareholders status must be received by the Company, under delivery receipt, the latest by the third day before the General Assembly, which is the 24/12/2012 and 03/01/2013, respectively.

 

C. MINORITY SHAREHOLDER RIGHTS

(a) By a shareholders application representing one twentieth (1/20) of the deposited capital stock, the Company Board of Directors is obliged to include additional issues in the daily agenda of the General Meeting, if the application has been received prior to the 28.11.2012 that is, fifteen (15) days at least prior to the Regular General Meeting.

The application for the registration of additional  issues on the Daily Agenda is accompanied by a justification or by a decision plan to be approved by the General Meeting and the reviewed Daily Agenda is published in the same way as the previous Daily Agenda, on the 30.11.2012, that is, thirteen (13) days prior to the date the Regular General Meeting is held and at the same time, it is made available to shareholders on the Company webpage (see below), along with the justification or the submitted by shareholders decision plan in accordance with the provisions of article 27 par. 3, E.L. 2190/1920.

(b) By a shareholders application representing one twentieth (1/20) of the deposited capital stock, the Board of Directors provides available to shareholders, in accordance with the provisions of article 27, par. E.L 2190/1920, on the 07.12.2012 at the latest, that is, six (6) days at least prior to the General Meeting, decision plans on issues included in the initial or reviewed daily agenda, if the said application is submitted to the Board of Directors until the 06.12.2012, that is, seven (7) days at least prior to the date the General Meeting is held.

 (c) Following an application submitted by any shareholder to the Company until the 08.12.2012, that is, five (5) full days at least prior to the General Meeting, the Board of Directors is obliged to provide the General Meeting with the required specific information on Company cases, to the extend they are useful for the actual assessment of the daily agenda issues.

The Board of Directors can refuse to provide information for sufficient cause, which is mentioned in the minutes.

The Board of Directors can uniformly reply to shareholder applications of the same content.

There is no obligation to provide information when the relevant information is already posted on the Company webpage, especially in the form of questions and answers.

 (d) Following an application submitted by shareholders representing one fifth (1/5) of the deposited capital stock, submitted to the Company until the 08.12.2012, that is, five (5) full days at least prior to the Extraordinary General Assembly, the Board of Directors is obliged to provide the General Meeting with information on the course of Company cases and on the Company's financial status.

The Board of Directors can refuse to provide information for sufficient cause which is mentioned in the minutes.

Respective deadlines for the likely exercise of minority rights of shareholders are valid even in the case of Repetitive General Meetings.

In all the above mentioned cases the applying shareholders are required to prove their shareholder status and the number of owned shares on the date their rights are exercised. A confirmation document from the agency in which the securities are kept suffices as proof or the confirmation of the shareholding right with a direct electronic connection of the relevant agency and the Company.

 

D. PROCEDURE FOR VOTING RIGHTS EXERCISE VIA REPRESENTATIVE - PROXY

The shareholder participates in the General Meeting and votes either in person or via representative – proxy

Each shareholder can appoint up to three (3) representatives – proxies.

Legal persons participate in the Meeting by appointing as representatives up to three (3) natural persons.

However, should the shareholder hold Company shares which appear in more than one securities accounts, this limitation does not hinder the relevant shareholder to appoint different representatives for the shares appearing in each  securities account in relation to the General Meeting. A representative acting on behalf of more than one shareholder may vote on behalf of each shareholder separately.

The shareholder's representative is obliged to announce to the Company, before the General Meeting is held, any specific fact which may prove useful in assessing the risk that the representative will serve interests other than those of the represented shareholder.

In this context, a conflict of interest may occur especially in the case where the representative:

a) is a shareholder who manages the Company or another legal person or entity controlled by this shareholder,

b) is a member of the Board of Directors or in general, a member of the Company Management or  a shareholder who practices control of the Company, or another legal person or entity controlled by a shareholder  who  practices control of the Company,

c) is an employee or chartered auditor of the Company or a shareholder who practices control of the Company or another legal person or entity controlled by a shareholder , practicing control of the Company,

d) is either a spouse or related to the first degree to one of the natural persons mentioned in the above cases (a) to (c).

The appointment and recall of a shareholder's representative must be done in written form and announced to the Company in the same way at least three (3) days before the General Meeting is held (10.12.2012).

This form is to be filed in, signed and submitted  by the shareholder to the Shareholder Services and Company Announcements Office at: Tsimiski 98,Thessaloniki, 546 22, 3rd floor, office 33 or sent by fax to: 2310-250642, at least  three (3) days  prior to the date of the General Meeting.

The beneficiary is called to care for the confirmation of the successful sending of the representative appointment form and the Company has successfully received the form, by calling +30 2310 - 286613.

The Company Statute does not provide for the possibility of General Meeting participation through electronic means, without the natural presence of the shareholders to the site where the Meeting is held or the long distance participation of shareholders.

 

Ε. AVAILABLE DOCUMENTS & INFORMATION

Information of article 27 par. 3, E.L. 2190/1920 including the invitation to the General Meeting, the printed appointment of representative and the decision plan for the daily agenda issues, as well as more thorough information regarding practicing minority rights of paragraphs 2, 2a, 4 and 5 article 39, E,L 2190/1920, are available in electronic form in the Company webpage www.eyath.gr.

The full document of decision plans and any likely documents required by article 27 par. 3, cases c' and d' of L. 2190/1920 shall be available in printed form at the  Shareholders Services and Company Announcements Office at: Tsimiski 98, Thessaloniki 546 22, 3rd floor, office 33 .

All the above mentioned documents as well as the present Invitation, the total number of existing shares today and minority rights (in total and per category) and the printed forms for voting via representative are available in electronic form on the Company webpage (www.eyath.gr).

THE BOARD OF DIRECTORS