INVITATION TO THE ANNUAL SHAREHOLDERS FOR GENERAL MEETING
I N V I T A T I O N
To the Annual Shareholders' General Meeting of the
“ATHENS WATER SUPPLY & SEWERAGE COMPANY - EYDAP S.A.”
Following the decision of the Board of Directors during its convention on May 16th 2012, and in accordance with the Law and the relevant article of the Company's Articles of Association, the Shareholders of our Company are invited to the Annual Shareholders΄ Meeting on June 12th 2012, Tuesday, 11:00 am, at the headquarters of the Company, 156 Oropou Str., Galatsi, in order to decide upon the following agenda:
A. AGENDA
1. Submission and approval of the Annual Financial Statements, according to the I.F.R.S. for the financial year 1.1.2011 - 31.12.2011, the BoD Report and the Independent Auditors' Report of the Company.
2. Exemption of the BoD members and the Chartered Auditor from any responsibility for compensation concerning the financial results during the year under consideration.
3. Approval of dividend distribution and determination of Shareholders entitled to receive the dividend and of dividend payment date.
4. Approval of the compensation for the Chairman of the BoD and the Chief Executive Officer for the financial year 2011, the period starting from 1.1.2012 until 30.6.2012 and approval in advance of the relevant compensation for the period starting from 1.7.2012 to 31.12.2012.
5. Approval of the compensation for the BoD members, the Secretary and the Internal Audit Committee for the financial year 2011, the period starting from 1.1.2012 until 30.6.2012 and approval in advance of the relevant compensation for the period starting from 1.7.2012 to 31.12.2012.
6. Ratification of elected member of the BoD in replacement of resigned.
7. Ratification of appointed member at the Internal Audit Committee, in replacement of resigned.
8. Election of two (2) ordinary auditors and two (2) deputies for the audit of the financial year 2012 and approval of their fees.
9. Announcements.
B. RIGHT TO PARTICIPATE IN THE GENERAL MEETING
Shareholders of the Company, who are registered in the Dematerialized Securities System, managed by "Hellenic Exchanges S.A.” (HELEX) in which the shares of EYDAP S.A. are recorded, are qualified to participate in the Shareholders' General Meeting.
Specifically, the capacity of Shareholder must be in force on the 7th of June, 2012, Thursday (Record Date), that is, on the commencement of the fifth (5th) day prior to the General Meeting of the 12th of June, 2012. According to the Law, only persons with the capacity of the Shareholder on the relevant Record Date are qualified to participate and vote.
The proof of the Shareholder qualification is provided by the relevant affirmation by HELEX or by direct electronic link of the Company with HELEX records. The relevant written confirmation or electronic affirmation regarding the capacity of the Shareholder must be provided to the Company the latest until the third (3rd) day prior to the General Meeting, that is, until Friday, the 8th of June, 2012 (since 9th of June is a non-working day).
If a Shareholder does not comply with the provisions of article 28a of Codified Law 2190/1920, said Shareholder participates in the General Meeting only after the authorization of the Meeting.
To exercise the said rights, it is not necessary to block the shares or follow any other similar process that may restrict the ability to sell and transfer shares in the period between the Record Date and the General Meeting.
C. EXERCISE OF VOTING RIGHTS BY PROXY
The Shareholders may participate in the Annual Shareholders' General Meeting and vote either in person or by proxy. Each Shareholder may appoint up to three (3) proxy holders. Legal entities participate in the General Meeting by appointing up to three (3) natural persons as proxy holders. If a Shareholder owns shares of the Company which appear in more than one investor securities account, such limitation shall not prohibit said Shareholder from appointing different proxy holders for the shares in each account, in regard to the General Meeting. A proxy holder of more than one Shareholder may cast different votes for each Shareholder.
The appointment and the recall of a proxy holder shall be made in writing and shall be notified to EYDAP S.A. at least three (3) days prior to the day of the General Meeting, that is, until the 8th of June, Friday, 2012 (since 9th of June is a non-working day), at the latest. For this reason, EYDAP S.A. has published at the Company's website (www.eydap.gr) the form that may be used by the Shareholder for the appointment of a proxy holder, which will also be provided by the Shareholder and Investor Relations Department. The said form, completed appropriately and signed by the Shareholder or the legal proxy holder of the Shareholder must be sent via fax (+30 210 214 44 37) or submitted to the Shareholders and Investor Relations Department of EYDAP S.A. (156, Oropou St., Galatsi), at least three (3) days, as mentioned above, prior to the day of the General Meeting, that is, until the 8th of June, Friday, 2012 at the latest.
D. VOTING RIGHTS OF THE MINORITY SHAREHOLDERS
1. Upon application of the Shareholders that represent one twentieth (1/20) of the share capital, the BoD is obliged to add additional matters in the agenda that has already convened, if the relevant application comes to the BoD at least fifteen (15) days before the General Meeting, that is Monday 28th of May 2012. The application must be accompanied by a written statement of reasons or a draft resolution for approval by the General Meeting. The revised agenda should be disclosed in the same manner as the previous agenda, thirteen (13) days before the General Meeting date, that is Wednesday 30th of May 2012, and at the same time made available to Shareholders through the Company's website (www.eydap.gr), along with the justification or draft resolution tabled by the Shareholders, in accordance with the provisions of article 27 par.3 of the Codified Law 2190/1920.
2. Upon application of the Shareholders that represent one twentieth (1/20) of the share capital, the BoD gives out, according to the provisions of article 27 par. 3 of the Codified Law 2190/1920, at least six (6) days before the date of the General Meeting, that is until Wednesday, 6th of June, 2012, draft resolutions for matters that have been included in the initial or the revised agenda, if the relevant application has come to the BoD seven (7) days before the date of the General Meeting, that is until Tuesday, 5th of June, 2012.
3. Following the request of any Shareholder, communicated to the Company at least five (5) full days before the General Meeting, that is until Wednesday 6th of June, 2012, the Board of Directors must provide to the General Meeting, the requested, specific information with respect to matters of the Company, to the extend this information is useful for the actual assessment of the items on the agenda. Additionally, on the requisition of Shareholders representing one twentieth (1/20) of the paid-in share capital, the Board of Directors is required to inform the General Meeting on the amounts which were paid during the last two-year period by the Company for whatever reason to members of the Board of Directors or to the Managers or other employees of the Company as well as of any benefit by the Company to the above persons or any agreement whatsoever existing between the Company and such persons. The Board of Directors may refuse to supply the requested information for sufficient reasons which shall be entered in the Minutes. The Board of Directors may provide a single answer to Shareholders' requests that are of similar content. The obligation to provide information does not apply in the case that such information is already available through the Company's website, particularly in the case of frequently asked questions.
4. Upon application of Shareholders representing one fifth (1/5) of the paid-in share capital, submitted to the Company at least five (5) full days before the General Meeting, that is until Wednesday, 6th of June, 2012, the Board of Directors is required to give to them during the General Meeting, information with regard to the course of the corporate affairs and the status of its property. The Board of Directors may refuse to provide such information, for sufficient and substantial reasons which shall be entered in the Minutes.
In the aforementioned cases, the Shareholders who are communicating a request must provide proof of their qualification as Shareholders as well as the number of shares held by them at the moment of the exercise of the relevant right. The presentation of a certification by the Hellenic Exchanges S.A. or the verification of a Shareholder's qualification through the direct electronic link of the Hellenic Exchanges S.A. and the Company, may be recognized as such proofs.
E. AVAILABLE DOCUMENTS & INFORMATION
Hard copies of the full text of the documents & information provided in article 27, par. 3 of Codified Law 2190/1920 shall be available in the Company's website (www.eydap.gr) and in printed form at the Shareholders and Investor Relations Department (156, Oropou Str, Galatsi).
For any further information please contact Mr. George Barbas, Shareholders and Investor Relations Officer, tel. +30 210 21.44.400 and +30 210 21.44.401.