ELLAKTOR S.A.

Invitation

 I N V I T A T I O N

  to the shareholders of

ELLAKTOR SOCIETE ANONYME, trading as ELLAKTOR SA

(SA Reg.No. 874/06/Β/86/16)

to an Ordinary General Meeting

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      In accordance with Law and the Company's Articles of Association, and following a decision of its Board of Directors made at its meeting as of 6.6.2012, the Company's Shareholders are invited to an Ordinary General Meeting to be held on the twenty- nine of June in the year two thousand twelve (29.06.2012), Friday, at 11:00 hours, at the Company's Offices at 25 Ermou street, Kifissia, to discuss the following:

 

DAILY AGENDA

 

  1. Submission of the Annual Financial Statements and the Annual Consolidated Financial Statements for the year ended on 31.12.2011, together with the relevant Director and Certified Auditor-Accountant Reports, for approval.
  2. Release of the Board of Directors and the Certified Auditor-Accountant from all liability to compensation with regard to the Company's management and the financial statements for 2011, respectively.
  3. Approval of fees and remunerations, which had been paid, to members of the Board of Directors, pursuant to article 24(2) of Codified Law 2190/1920, for fiscal year 2011 and preliminary approval of relevant, which will be paid, for the current year 2012, for the same reason.
  4. Election of one ordinary and one replacement Certified Auditor-Accountant to perform the audit for fiscal year 2012, and determination of fees.
  5. Authorisation, pursuant to article 23(1) of Codified Law 2190/1920, to members of the Board of Directors and Company Managers to participate in Boards of Directors or in the Management of Group Companies or of other companies, even if pursuing similar objectives.
  6. Authorisation, pursuant to article 23(a)(2) of Codified Law 2190/1920, to enter into, extend or renew contracts made between the Company and its affiliates, within the meaning of article 42(e)(5) of Codified Law 2190/1920.

 

 

If the quorum required by Law and the Company's Articles is not achieved and, as a result, decision-making on all or some of the items on the agenda becomes impossible, the 1st Adjourned General Meeting will take place on Tuesday, 10 July 2012, at 11:00, at the same place. 

Pursuant to articles 26(2)(b) and 28(a) of Codified Law 2190/1920, as in force, the Company informs its shareholders about the following:

 

I.           RIGHT TO ATTEND THE GENERAL MEETING

 

 The General Meeting may be attended by any person registered in the records of the Dematerialised Securities System (SAT) kept by Hellenic Exchanges SA (HELEX) [formerly Central Securities Depository] as shareholder (holder of common registered shares in the Company), as at the beginning of the 5th day preceding the General Meeting (Record Date), i.e. the 24th of June 2012. A shareholder's capacity as such as of the Record Date will be proven by procuring a relevant written certificate or, alternatively, by direct online connection of the Company to the HELEX records. The relevant written certificate or electronic confirmation of shareholder capacity must be available to the Company no later than the third (3rd) day preceding the General Meeting, i.e. 26 June 2012.

All persons appearing in the HELEX records as Company shareholders as at the beginning of the fourth (4th) day preceding the 1st Adjourned General Meeting, i.e. 6 July 2012 (Record Date of 1st Adjourned General Meeting), will have the right to attend and vote at such meeting. The relevant written certificate or electronic confirmation of shareholder capacity must be available to the Company no later than the third (3rd) day preceding the General Meeting, i.e. 7 July 2012.

Only persons having shareholder capacity as of the relevant record date will be considered as having the right to attend and vote at the General Meeting. In case of non-compliance with the provisions of article 28(a) of Codified Law 2190/1920, as in force, Shareholders will attend the General Meeting only following permission. 

It is noted that attendance at the General Meeting no longer requires the blocking of shares or adherence to any other similar procedure which would limit the shareholders' ability to sell and transfer shares during the period between the record date and the date of the General Meeting.

Each common share grants the right to one vote.

 

II.         EXERCISE OF VOTING RIGHTS VIA REPRESENTATIVE

Shareholders may attend the General Meeting and vote either in person or via legally authorised representatives. Each Shareholder may appoint up to three (3) representatives. The General Meeting may be attended by legal persons represented by up to three (3) natural persons.

Proxy forms for the appointment of representatives are available on the Company's website at www.ellaktor.com and from the Company's Central Offices at 25 Ermou str., Kifissia (Shareholder Service Department). Proxy forms must be submitted, filled in and signed, and received at the Company's Central Offices, 25 Ermou str., Kifissia (Shareholder Service Department) at least three (3) days before the date for the General Meeting, i.e. by Tuesday 26 June 2012.

A representative acting on behalf of more than one Shareholder may cast a different vote for each Shareholder. If a Shareholder holds shares which appear in more than one securities account, such Shareholder may appoint a different representative for the shares appearing in each securities account.

A Shareholder may appoint a representative for a single general meeting or for as many meetings take place within a certain period of time.

A representative will vote as per the Shareholder's instructions, if any, and must archive the voting instructions for at least one (1) year from the submission of the General Meeting minutes to the competent authority or, if a decision is subject to publicity, from recording thereof in the Register of Societes Anonyme.

A Shareholder representative must, prior to the commencement of the General Meeting, notify the Company of any specific circumstances which Shareholders might find useful to assess the risk that such representative could serve interests other than those of the Shareholder.

A conflict of interests might particularly arise if the representative is:

a)         a controlling shareholder or other legal person or entity subject to the control of such Shareholder;

b)         a member of the Board of Directors or the general management of the Company, or of a controlling Shareholder or other legal person or entity subject to the control of such controlling Shareholder;

c)         an employee or certified auditor of the Company or of a controlling shareholder or other legal person or entity subject to the control of such controlling shareholder;

d)         the spouse of or related to the first degree to any of the natural persons mentioned in points a) to c).

Shareholders may not attend the General Meeting using electronic means, without physical presence at the place of the General Meeting, and may not exercise distance voting (by electronic means or by post) nor appoint and revoke the appointment of a representative using electronic means.

III.        MINORITY INTEREST

Pursuant to article 26(2)(b) of Codified Law 2190/1290, Shareholders are informed that they have, among others, the following rights laid down in article 39(2), (2)(a), (4) and (5) of Codified Law 2190/20:

i.          Upon request of Shareholders representing 1/20 of the paid up share capital, the Board of Directors must proceed to the addition of items on the agenda of the General Meeting convened, provided that such request has been received by the Board of Directors at least fifteen (15) days before the General Meeting, i.e. by 14 June 2012. The request to add items on the agenda must be accompanied by a relevant justification or a draft decision to be subject to the approval of the General Meeting. The revised agenda will be published in the same manner as the previous agenda, thirteen (13) days before the date of the General Meeting, i.e. on 16 June 2012, and made available to Shareholders on the Company's website, together with the relevant justification or the draft decision submitted by the Shareholders.

ii.          Upon request of Shareholders representing 1/20 of the paid up share capital, the Board of Directors must make available to Shareholders, as laid down in article 27(3) of Codified Law 2190/20, at least six (6) days before the date of the General Meeting, i.e. no later than 23 June 2012, draft decisions on issues included in the original or revised agenda, provided that such request is received by the Board of Directors at least seven (7) days before the date of the General Meeting, i.e. by 22 June 2012 at the latest.

iii.         Upon request of any Shareholder, submitted to the Company at least five (5) clear days before the General Meeting, i.e. by 23 June 2012 at the latest, the Board of Directors must make available to the General Meeting the specific information required in relation to the Company's affairs, to the extent that such information is useful to effectively assess the items on the agenda. The Board of Directors may issue a single reply to Shareholder requests, having the same contents. No obligation to provide information exists when the relevant information is already posted on the Company's website, especially in the form of questions and answers.

iv.         Upon request of Shareholders representing 1/20 of the paid up share capital, submitted to the Company at least five (5) clear days before the General Meeting, i.e. by 23 June 2012 at the latest, the Board of Directors must announce to the Ordinary General Meeting the amounts paid over the past two years to each member of the Board of Directors or Company managers, as well as any benefits to such persons, for any reason or under any contract between such persons and the Company.

v.         Upon request of Shareholders representing 1/5 of the paid up share capital, to be submitted to the Company at least five (5) clear days before the General Meeting, i.e. by 23 June 2012 at the latest, the Board of Directors must provide information to the General Meeting about the course of corporate affairs and the Company's assets.

The deadlines to exercise any shareholder minority rights will apply accordingly in case of a 1st Adjourned General Meeting.

In all of the above cases of exercise of rights, requesting Shareholders must prove their shareholder capacity and the number of shares held as at the time of exercise of the relevant right. Shareholder capacity will be proven upon procurement of a relevant written certificate or, alternatively, by direct online connection of the Company to the HELEX records.

IV.        AVAILABLE DOCUMENTS AND INFORMATION

This invitation, the documents to be submitted to the General Meeting, the draft decisions proposed by the Board of Directors, the proxy forms and other information under article 27(3) of Codified Law 2190/20, are posted on the Company's website at www.ellaktor.com. Further, Shareholders may obtain the aforementioned documents in paper copies from the Company's Shareholder Service Department (25 Ermou str., 145 64, Kifissia).

 

Kifissia, 6 June 2012

THE BOARD OF DIRECTORS