INVITATION TO THE REGULAR GENERAL ASSEMBLY
«AS COMPANY S.A»
COMMERCIAL INDUSTRIAL COMPUTER & TOY COMPANY
Company's Number in the Register of Societes Anonymes: 22949/06/Β/90/107
INVITATION TO THE REGULAR GENERAL ASSEMBLY
According to the Law and Article 22 of the Constitution, the B.O.D. of the Company «AS Commercial – Industrial Computer & Toy Company S.A.», by decision of 29/03/2012, announces the decision for the holding of its Regular General Assembly which will take place on Thursday 26th of April 2012 at 10:00 a.m. at the company's registered seat, 2nd klm Palia Simmaxiki Odou, Diastavrosi pros Palaiokastro, Oraiokastro - Thessaloniki, upon issues of agenda:
- Submission and approval of the annual financial statements, for the fiscal year 2011 (1/1 – 31/12/2011) written according to the relevant reports of BoD and of the Auditor.
- Approval of the profit distribution, for the fiscal year 2011.
- Discharge of the BoD members and of the Auditor for liability, concerning the annual financial statements and the transactions of the fiscal year 2011.
- Election of one regular and one substitute Auditor for the auditing of the fiscal year 2012 and determination of their remuneration.
- Approval of paid remuneration to the Executive and Non-executive BoD members' for the fiscal year 2011 and pre-approval of their remuneration for the accounting period 2012.
- Election of new Board of Directors due to expiration of current term.
- Election of members of the Audit Committee according to the provisions of articles 37 of law 3693/2008 and 7 of law 3016/2002.
- Other announcements
In accordance with article 26 par. 2(b) and 28(a) of C.L. 2190/1920, as amended and supplemented, respectively, by article 3 and article 5 of Law 3884/2010, the Company informs the shareholders about the following:
In case, during above meeting, the required by the law quorum for the decision taking is not met, the shareholders are invited, at no further notice according to the article 29 of CL 2190/1920, to the 1st Repeat General Assembly that will take place on Monday, May 14th 2011 at 9:00 a.m. at the company's seat. Αll shareholders have the right to participate in the General Assembly and to vote in person or by representation. Each share gives right to one vote.
Right to participate in the General Meeting
Eligible to participate and vote in the General meeting are only the individuals or legal entities appearing as shareholders of the Company, kept electronically with the company HELLENIC EXCHANGE HOLDING, CLEARING, SETTLEMENT & REGISTRY S.A. (HELEX) on the start of the fifth (5th) day before the date set for the General Meeting, i.e. of 21 April 2012 (record date). The relevant certificate issued by HELEX in writing as evidence of shareholder capacity must be received by the Company no later than the third (3rd) day before the date set for the General Meeting, i.e. by 23 April 2012. Shareholders who are legal entities must within the same deadline submit their legalisation documents in accordance with the law.
The participation of shareholders in the 1st Repeat meeting of 10 May 2012 is subject to the same formal requirements.
The status of shareholder must exist at the start of the day of 11 May 2012 for the 1st Repeat General Meeting.
The relevant certificate issued by HELEX in writing as proof of shareholder status must be received by the Company no later than the third (3rd) day before the date set for the 1st Repeat General Meeting, i.e. by 11 May 2012.
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Shareholders who are legal persons must within the same deadlines submit their legalisation documents in accordance with the law.
For the Company, eligible to participate and vote in the General Meeting shall only be the persons having shareholder status on the corresponding record date. Where a shareholder fails to comply with the provisions of article 28(a) of C.L. 2190/1920, such shareholder may participate in the General Meeting only after being granted permission by it.
Exercise of the rights in question does not require blocking of the shares held by the beneficiary nor observance of any other procedure restricting the ability to sale and transfer these shares during the period of time between the record date and the date set for the General Meeting.
The information of article 27 par. 3 of C.L. 2190/1920, including the present invitation, the form for the appointment of one or more representatives and the draft resolutions on the items of the agenda shall be available in electronic form from the Company's website, www.ascompany.gr.
Thessaloniki, March 29th 2012
The Board of Directors