FOURLIS S.A.

INVITATION TO THE ANNUAL ORDINARY GENERAL MEETING OF THE SHAREHOLDERS

In accordance with the Law and the Company's Articles of Association and following the decision taken by its Board of Directors, Shareholders are hereby invited to the Αnnual Ordinary General Meeting, to be held on Friday 15th June 2012, at 10:00 a.m. at the Commercial Park of the Athens International Airport “El. Venizelos” in Paiania Attikis, Building 501, IKEA store, meeting room HJARTA, in order to discuss and take relevant decisions on the subjects of the agenda.

If the required quorum, for all or part of the subjects of the agenda, is not achieved, the shareholders are invited to a First repeat Meeting on Tuesday 26th June 2012 at 10:00am at the same venue, without publication of a new invitation.

SUBJECTS ON THE AGENDA:

1. Submission for approval of the financial statements and the consolidated financial statements (Figures and information) together with the Annual Financial Report thereon prepared by the Board of Directors and the Chartered Accountants-Auditors for the period 1/1/2011 - 31/12/2011.

2. Discharge of the members of the Board of Directors and the Chartered Accountants-Auditors from any liability for compensation with regard to the Financial Statements and the administration of the Company or with regard to the consolidated Financial Statements of the Company for the period 1/1/2011 - 31/12/2011.

3. Election of ordinary and substitute Chartered Accountants-Auditors to audit the consolidated and the Company's financial statements for the period 1/1/2012 - 31/12/2012 and determination of their remuneration.

4. Approval of members of the Board of Directors' remuneration for the period 1/1/2011 - 31/12/2011 and preliminary approval of members of the Board of Directors' remuneration for the period 1/1/2012 - 31/12/2012.

5. Announcement of the election of a new Board of Directors member replacing a resigned one.

                                            

6. Election of new Board of Directors.

7. Audit Committee's new member election according to Art. 37, Law 3693/2008.

 

8. Share Buy Back approval and more specifically Buy Back of 2,549,616 shares (5% of share capital) within 24 months from approval, with a minimum purchasing price of fifty cents euro (0.50 €) per share and maximum fifteen euro (15.00 €) per share in accordance with Article 16 of L. 2190/ 1920

Participation right and vote in the Annual General Meeting have those individuals and legal entities that are registered as shareholders of the company on Hellenic Exchanges records at the beginning of 10.06.2012 (Record Date). In case of a First repeat General Meeting, Participation right and vote have those individuals and legal entities that are registered as shareholders of the company on Hellenic Exchanges records at the beginning of 22.06.2012 (Record Date).  

The exercise of the above rights does not require the shareholders to block their shares or any other similar procedure, that restricts the sale and transfer during the period between the Record Date and the date of the General Meeting.

 

Shareholders wishing to participate in the Annual General Meeting or repeat Meetings through a proxy, should send a relevant representation statement, that is available at the Company's head offices at 340 Kifissias Av., Neo Psychico (Investor Relations Department) or the website www.fourlis.gr, the latest by the third day prior to the General Meeting or any Repeat General Meetings.

Shareholders may participate in the Annual General Meeting or any repeat General Meetings either in person or through a proxy. Every shareholder may appoint up to three (3) proxies. Legal entities may participate in the Annual General Meeting or any repeat General Meetings by appointing up to three (3) individuals as proxies. However, if a shareholder holds company shares that appear in more than one security accounts, that do not restrict the shareholder to appoint different proxies for each account in relation to the Annual General Meeting. A proxy who represents more than one shareholder may vote differently for each shareholder. 

The proxy must notify the company, before the start of the Annual General Meeting, any specific event that may be useful to shareholders to assess the risks that the proxy may serve other interests, than those of the represented shareholders as specified in Article 28A Par.3 of L.2190/1920.

 

With regard to the Annual General Meeting, the shareholders of the company also have the following rights:

(A) Shareholders representing 1/20 of the paid-up share capital of the Company are entitled to request from the Board of Directors, to include additional subjects on the agenda of the Annual General Meeting. Such a request should be received by the Board of Directors no later than 15 days prior to the Annual General Meeting and it should be accompanied by reasoning or a draft resolution to be approved by the Annual General Meeting.

(B) Shareholders representing 1/20 of the paid-up share capital of the Company are entitled, to request from the Board of Directors at least 7 days prior to the Annual General Meeting, to provide draft resolutions by posting them on the Company's website (www.fourlis.gr) for the subjects of the initial or the revised agenda. Following such a request, the Board of Directors must make these draft resolutions available to the shareholders at least 6 days prior to the Annual General Meeting.

(C) Shareholders may request from the Board of Directors, no later than 5 full days prior to the Annual General Meeting, to provide at the Annual General Meeting specifically requested information related to the Company's affairs, to the extent that such information is useful for the actual assessment of the subjects on the agenda.

(D) Shareholders who represent 1/5 of Company's paid-up share capital may request from the Board of Directors, no later than 5 full days prior to the Annual General Meeting, to provide at the Annual General Meeting information regarding the evolution of the Company's affairs and the state of the Company's assets.

Relevant deadlines regarding minority shareholder rights are also in force for Repeat General Meetings.

Information and documents related to Par.3 Art. 27 of L.2190/1920 are available at the Company's website: www.fourlis.gr. Furthermore all the above are also available in hard copy to the Company's shareholders by the Investor Relation Department (340 Kifissias Av., Neo Psychico, Athens, Tel. 2106293004 – 2106293043).

 

Neo Psychico, 14 May 2012

THE BOARD OF DIRECTORS

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