ANNAOUNCEMENT,CALL TO THE ANNUAL MEETING

CALL TO THE SHAREHOLDERS OF THE SOCIÉTÉ ANONYME UNDER THE NAME:

 

"HAIDEMENOS INTEGRATED PRINTING SERVICES S.A."

(General Commercial Registry no.: 121638160000).

 

TO ORDINARY GENERAL MEETING

 

In accordance with the Law and the Company's Articles of Association, the shareholders of the Company are invited to Ordinary General Meeting on Thursday, June 13, 2024, at 9 a.m. at the Company's headquarters in Alimos, at 4 Archaiou Theatrou Street - 4 Ethnikis Antistaseos and 4 Trachonon Street (Archaiou Theatrou 4, meeting room, 1st floor), for discussion and decision-making on the following agenda items.

 

ITEMS OF THE AGENDA:

 

  1. Approval by the General Meeting of the Annual Financial Statements for the financial year 1.1.2023 to 31.12.2023 and the relevant reports of the Board of Directors and the Auditors.
  2. Submission to the General Meeting for discussion and voting of the Remuneration Report for the financial year 1.1.2023 to 31.12.2023.
  3. Submission to the General Meeting of the Annual Report of the Audit Committee for the financial year 2023.
  4. Submission to the General Meeting of the report of the independent non-executive members of the Board of Directors.
  5. Various announcements.
  1. Approval by the General Meeting of the overall management of the Board of Directors and discharge of the Auditors for the financial year 2023.
  2. Appointment of the Ordinary Auditor for the period between 1.1.2024 and 31.12.2024 and determination of their fee.

 

According to article 121 par. 4, 124 and 128 of Law 4548/2018 the Company informs the shareholders of the following:

 

I. RIGHT TO PARTICIPATE IN THE GENERAL MEETING

Only natural and legal persons, who appear as shareholders of the Company in the records of the Hellenic Central Securities Depository S.A at the beginning of the fifth day preceding the meeting, i.e. at the beginning of 8th June 2024 (record date) are eligible to participate and vote in the Annual General Meeting. The proof of shareholding status is done by any legal means and in any case on the basis of information received by the Company through a direct electronic connection with the archives of the "Hellenic Central Securities Depository S.A.", or through the participants and registered intermediaries in the central depository in any other case. In case of non-compliance with the provisions of Art. 128, par. 4 of Law 4548/2018 regarding the appointment, revocation or replacement of a representative or proxy, the shareholders shall participate in the Ordinary General Meeting, unless the latter refuses such participation for an material reason that justifies its refusal.

 

 

 

ΙΙ. PROCEDURE FOR VOTING THROUGH PROXIES 

Shareholders may participate in the Annual General Meeting either in person or by proxy. Each shareholder may appoint up to three proxies. However, if a shareholder holds Company shares appearing in more than one security accounts, this limitation does not obstruct the shareholder from appointing different proxies for the shares appearing in each security account. Legal entities may participate in the Annual General Meeting by appointing as their proxies up to 3 natural persons. Forms for the appointment of a proxy or representative are available to shareholders on the Company's website www.haidemenos.gr and in hard copy from the Shareholders' Department of the Company (4 Archaiou Theatrou St. 4 Alimos - P.C. 174 56 tel. 210 9940944). This form must be completed and signed and submitted to the Investor Relations Department of the Company at the above address at least 48 hours before the date of the Annual General Meeting. A proxy acting on behalf of additional shareholders is entitled to vote differently for each shareholder. The proxy of the Shareholder is obliged to inform the Company prior the beginning of the Annual General Meeting, about any event that could be of use for the Shareholders, in order to assess the risk of the proxy serving other interests and not the interests of the Shareholder represented. Within the context of the present paragraph a conflict of interests may apply especially when the proxy: ((a) is a Shareholder controlling the Company or is another legal person or entity controlled by that Shareholder; (b) is a member of the Board of Directors or general management of the Company or a Shareholder controlling the Company or another legal person or entity controlled by a Shareholder, who exercises control over the Company; c) is an employee or statutory auditor of the Company or of a shareholder who exercises control over the Company or another legal person or entity controlled by a Shareholder who exercises control over the Company; d) is the spouse or a first-degree relative of one of the natural persons referred to in cases a' to c'.

 

III. MINORITY RIGHTS

The Company informs the shareholders that in accordance with the provisions of article 141 par. 2 of Law 4548/2018, shareholders representing 1/20 of the paid-up share capital of the Company, are entitled to request the Board of Directors to include additional items in the agenda of the Annual General Meeting upon request, which must be received by the Board of Directors at least 15 days prior to the General Meeting. The request for the inclusion of additional items in the agenda is accompanied by a justification or a draft decision for approval at the Annual General Meeting and the revised agenda is published in the same way as the previous agenda, 13 days before the date of the Annual General Meeting and at the same time is made available to the shareholders on the Company's website, together with the justification or the draft decision submitted by the shareholders in accordance with the provisions in paragraph 4, article 123, Law 4548 / 2018. If these matters are not published, the requesting shareholders are entitled to request the adjournment of the Annual General Meeting, in accordance with par. 5, article 141, Law 4548/2018 and to publish it themselves at the Company's expense.

 

According to Art. 141 par. 3 of Law 4548/2018, shareholders representing 1/20th of the paid-up capital have the right to submit draft resolutions on issues included in the original or any revised agenda of the Annual General Meeting. The relevant request must be received by the Board of Directors at least 7 days before the date of the Annual General Meeting, and the draft resolutions are made available to the shareholders in accordance with the provisions of par. 3, article 123 of law 4548/2018, at least 6 days before the date of the Annual General Meeting. Pursuant to Article 141 (6) of Law 4548/2018, at the request of any shareholder, submitted to the company at least five (5) full days before the Annual General Meeting, the Board of Directors is obliged to provide the Annual General Meeting with the specific information requested on the company's affairs, insofar as it is relevant to the items on the agenda. There is no obligation to provide information when such information is already available through the corporate website, especially in the form of questions and answers. In addition, upon request by shareholders representing 1/20 of the paid capital, the Board of Directors is obliged to announce in the Annual General Meeting any amounts that, during the past two years, have been paid to every member of the Board of Directors or to Company managers, including any benefit to them arising from any reason or contract signed between them and the Company. In all the above cases, the Board of Directors may withhold such information for sufficient reason, which shall be stated in the minutes. The Board of Directors may provide a single reply to shareholder applications sharing the same content.

 

According to Art. 141 (7) of Law 4548/2018, at the request of shareholders representing 1/10 of the paid-up capital submitted to the Company at least five (5) full days prior to the Annual General Meeting, the Board of Directors is obliged to provide the Annual General Meeting with information on the progress of corporate affairs and the Company's assets and liabilities. The Board of Directors is entitled to withhold such information due cause, which shall be stated in the minutes.

 

Similar deadlines for the minority rights apply in case of repetitive General Meetings. In all the above cases, the applicant shareholders must prove their shareholding status and, except in the cases referred to in the first subparagraph of individual rights, the number of shares held at the time of exercising the relevant right. Proof of shareholding may be provided by any legal means and in any case on the basis of information received by the Company from the Central Securities Depository, if it provides registry services, or through the participants and registered intermediaries in the Central Securities Depository in any other case.

 

This call, the total number of shares and voting rights embodied in the shares at the date of the call, the forms to be used for voting by proxy or representative, the documents to be submitted to the Annual General Meeting, the draft resolutions proposed by the Board of Directors, or if no proposal has been proposed for approval, the Board of Directors' commentary on each item on the agenda and any draft resolutions proposed by shareholders, are available on the Company's website at www.haidemenos.gr. The above documents are also available to shareholders in hard copy from the Investor Relations Department of the Company (4 Archaiou Theatrou Str., Alimos - P.C. 174 56, tel.: 210 9940944).

 

For further clarifications or information, please contact the Investor Relations Department of the Company on working days and hours.

ALIMOS, 20/05/2024

THE PRESIDENT OF THE BOARD OF DIRECTORS

GEORGIOS HAIDEMENOS


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