I N V I T A T I O N Of Shareholders To the Regular General Meeting
I N V I T A T I O N
Of Shareholders of the company BIOKARPET SOCIETE ANONYME INDUSTRIAL AND COMMERCIAL ENTERPRICES
S.A. Reg. No 10237/06/Β/86/04 and GE.MI. No 26531140000
To the Regular General Meeting
The Board of Directors of the company BIOKARPET SOCIETE ANONYME INDUSTRIAL AND COMMERCIAL ENTERPRICES, headquartered at Larissa city (hereinafter called “the Company”) following the decision taken on 26/5/2023 invites Messrs. shareholders at an Regular General Meeting on 21/6/2023, day Wednesday and time 11.00 at the Company's offices 5th klm National Road Larissa- Athens, Larissa, in order to decide upon the following agenda:
- 1. Submission and approval of the annual financial statements concerning the use of year 2022 (1/1/2022 -31/12/2022) as well as the relevant BoD reports and Certified Auditors - Accountants in accordance with the articles 150-154 Law 4548/ 2018.
- 2. Approval of disposal of use of year 2022 (1/1/2022-31/12/2022).
- 3. Adoption of the Total Management of the Board of Directors on Corporate Use of year 2022 (1/1/2022-31/12/2022), according to article 108 Law 4548/2018 and exemption of chartered auditors-accountants according to paragraph 1, article 117 law 4548/2018 from any liability for compensation for the Corporate Use of year 2022.
- 4. Election of a regular auditor and a substitute from the Body of Certified Auditors - Accountants for the control of the financial statements of the current year 2023 against IFRS and the adoption of the corresponding annual tax certificate and determine their remuneration.
- 5. Submission to be discussed and voting of the remuneration report of the article 112 Law 4548/2018 of year 2022 (1/1/2022-31/12/2022) .
- 6. Approval of the remuneration of the members of the Board of Directors for the services provided for the use of 2022 and the payment of payment of their fees for use 2023 (1/1/2023-31/12/2023)
- 7. Approval of the remuneration of the Members of the Board of Directors for the year 2022 and pre-approval of the payment of their fees for the year 2023, for their participation in the Boards of Directors and the Boards of Committees.
- 8. Discussion on the reduction of the Company's share capital with cash return to shareholders, reduction of the nominal value of the share and amendment of article 5 of the Articles of Association
- 9. Approval of the amended remuneration policy of the company in accordance with article 110 par.2 of Law 4548/2018 as it stands.
10. Approval of the amended suitability policy of the members of the Board of Directors of the company in accordance with article 3 par.3 of Law 4706/2020 as in force.
11. Submission of the Report of the Independent Non-Executive Members of the Board of Directors in accordance with article 9 par. 5 of Law 4706/2020.
12. Information by the Chairman of the Audit Committee to shareholders on the control committee for the use of year 2022 and submission of the Annual Report of the Audit Committee under the Audit Committee under the Law 4449/2017.
13. Licensing of the Members of the Board of Directors as well as the executive directors of the company for their participation in the Board of Directors of the subsidiaries and affiliated companies of the GROUP
14. Other matters and announcements.
In case of failure to achieve the quorum required by law, the Board of Directors hereby invites the shareholders of the company to a repeat Regural General Meeting on 28/6/2023 on Wednesday at 11-00 a.m. (this invitation will apply in case of postponement).
A. RIGHT TO PARTICIPATE AND TO VOTE IN THE EXTRAORDINATY GENERAL MEETING
Any person appearing as a shareholder Documented in the records of the Dematerialized Securities System under administration of the "Greek Central Securities Depository S.A." Against the Company have the right to participate and vote at the General meeting, those who are registered as shareholders on the date of recording in the Dematerialized Securities System (DSS) of the "Greek Central Securities Depository S.A." or those identified as such on the relevant date through the registered intermediaries or other intermediaries , in compliance with the provisions of the legislation (Law 4548/2018, Law 4569/2018, Law 4706/2020, as well as Regulation (EU) 2018/1212) and the Regulation of Operation of the Greek Central Securities Depository
Proof of shareholder status is made by any legal means and in any case on the basis of information received by the Company electronically from the Greek Central Securities Depository , as long as that it provides registry services, or through the participants and registered intermediaries in the central securities depository in any other case. Proof of qualification as a shareholder may be made under the submission of the relevant certification of the above organization or, alternatively, through direct electronic connection of the Company with the records of the former. Shareholder status must exist on 16/6/2023 (recording date), i.e. at the beginning of the fifth (5) day before the conference of the General Meeting of 21/6/2023.
The qualification as a shareholder by the relevant written certification or the electronic verification must be received by the company, at the latest, on 16/6/2023, i.e. on the 3rd day before the date of the Regular General Meeting (“Record Date”). Only those who are qualified as shareholders at the respective Date of Record, are considered as entitled to participate and vote. Shareholders who do not comply with the provisions of article 124 paragraph 5 Law 4548/2018 may participate in the General Meeting only after the Meeting has authorized them to do so. The exercise of the above rights (participation and voting), does not presume blocking of shares or following any other similar process which may limit the possibility of sale and transfer of shares during a certain period between the Record Date and the General Meeting.
Β.MINORITY RIGHTS OF THE SHAREHOLDERS
(a) Shareholders representing one twentieth (1/20) of the paid-up capital may, at their request, request the Board of Directors to include in the agenda of the General Meeting, which has already been convened, additional items. The relevant application must be received by the Board of Directors by 5/6/2023, i.e. at least fifteen (15) days prior to the General Meeting. Following a request of any shareholder representing one twentieth (1/20) of the paid-up share capital, the Board of Directors of the Company is obliged to include in the Agenda of the General Meeting which has been already convened, additional items, if the relevant request is submitted to the board until 5/6/2023 i.e. at least 15 days before the General Meeting. Additional items must be published or communicated, under the responsibility of the board of directors, according to article 122, at least seven (7) days before the General Meeting until 14/6/2023. Τhe application for registration of additional items in the Agenda is accompanied by a justification or a draft decision for approval in the General Meeting and the revised Agenda is published in the same way as the previous Agenda, on 8/6/2023 ie thirteen (13) days before the date of the General Assembly, while at the same time it is made available to the Shareholders on the Company's website (biokarpet.gr), together with the justification or the draft decision submitted by the Shareholders in par. 4 of Article 123 of Law. 4548/2018. Both in companies with shares listed on a regulated market and in companies without shares listed on a regulated market, if said items are not published, requesting shareholders have the right to ask postponement of the General Meeting, in accordance with paragraph 5 article 141 Law 4548/2018, and to proceed themselves to the publication as per what is stipulated in the second section of the present paragraph, expenses born by the company.
(b) Shareholders representing one twentieth (1/20) of the paid-up share capital, have the right to submit draft resolutions on items included in the initial or any revised agenda of the General Meeting. The application must be submitted to the Board of Directors, at least seven (7) days before the date of the General Meeting, ie by 14/6/2023, and the draft decisions are made available to the Shareholders according to par. 3 article 123 at least six (6) days prior to the date of the General Meeting i.e. up until 15/6/2023.
(c) Following a request from any shareholder submitted to the company at least five (5) full days prior to the General Meeting, i.e., up until 16/6/2023, the Board of Directors must provide the General Meeting the requested certain information with respect to the affairs of the company, in so far as this information is useful for the actual assessment of the items of the agenda General Meeting. There is no such obligation to provide information when the relevant information is already available on the company's website, in particular in the form of questions and answers. Furthermore, following request from shareholders representing one twentieth (1/20) of the paid-up share capital, the Board of Directors shall disclose to the General Meeting of shareholders, provided it is an ordinary one, all amounts paid by the Company within the last two years to each Member of the Board of Directors or the managers, as well as any other benefit to these persons for any reason or any other contract concluded between them and the company. In all the above cases, the Board of Directors may refuse to provide such information on sufficient and substantial ground, which shall be recorded in the minutes. Such grounds may be, on a case by case basis, representation of requesting shareholders to the Board of Directors, in accordance with articles 79 or 80 of Law 4548/2018. In the cases of the present paragraph the Board of Directors may jointly answer to requests of shareholders with same content.
(d) Shareholders representing one tenth (1/10) of the paid-up share capital may, upon their request, which shall be submitted to the Company at least five (5) full days prior to the General Meeting, i.e. by 16/6/2023, to request the Board of Directors to provide the General Meeting with information on the course of corporate affairs and the state of the Company's assets.
In all the above mentioned cases the requesting shareholders must prove 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 submission of a certification of the organization which records the respective shares or the verification of the qualification as a shareholder through direct electronic connection of the said organization and the Company may also be considered as such proof.
C. PROCEDURE FOR THE EXERCISE OF VOTING RIGHTS VIA PROXY HOLDER
- The shareholder may participate in the General Meeting and may vote either in person or through proxy holders. Every shareholder may appoint up to three (3) proxy holders. Legal persons may participate in the General Meeting by appointing up to 3 natural persons as proxy holders. A representative acting for several shareholders may vote differently for each one of them. However, if the shareholder has shares of the Company, held in more than one Investor Share Accounts, such limitation shall not prevent the shareholder from appointing a separate proxy holder as regards shares held in each Account in relation to the General Meeting. Granting of proxy is freely revocable.
The proxy holder is obliged to disclose to the Company, before the commencement of the General Meeting, every specified fact which may be relevant for the shareholders in assessing any risk that the proxy holder might pursue any interest other than the interest of the shareholder. A conflict of interest within the meaning of this paragraph may in particular arise where the proxy holder:
(a) is a controlling shareholder of the Company, or is another legal person or entity controlled by such shareholder, (b) is a member of the Board of Directors or the general management of the Company, or of a controlling shareholder or an entity controlled by such shareholder, (c) is an employee or an auditor of the company, or of a controlling shareholder or an entity controlled by such shareholder, (d) is a spouse or close relative (of 1st degree) with a natural person referred to in points (a) to (c).
The appointment and the revocation or the replacement of the representative or proxy holder shall be made in writing and shall be notified to the Company in the same manner at least forty-eight (48) hours before the date of the General Meeting.
The shareholder's representative is obliged to file the voting instructions for at least one (1) year, from the date of the General Meeting or in case of its postponement, of the last repeat meeting in which he used the power of attorney.
The Company has made available the form to be used for appointing a proxy holder on its website (www.biokarpet.gr). The above mentioned form filled in and signed by the shareholder shall be submitted to the Company's offices', Shareholders Department, at 5th klm. National Road Larissa – Athens, Larissa, or sent by fax to: 2410 688510, or sent by email to firstname.lastname@example.org at least forty-eight (48) hours before the date of the General Meeting. The shareholders are requested to ensure the successful dispatch of the form of appointment of a proxy holder and receipt thereof by the Company by calling 2410 688606.
Although the Company's Articles of Association, provide the possibility of the shareholders to participate by distance in the General Meeting, however, the relevant ministerial decisions have not been issued regarding the minimum technical specifications for ensuring the identity of the voting shareholder as well as the security of the electronic or other connection.
D. AVAILABLE DOCUMENTS & INFORMATION - Information and relevant documents provided in article 123, par. 3 & 4 of Law 4548/2018 shall be available in printed form at the Company's offices (5th klm. National Road Larissa- Athens, Larissa) at the Shareholders Department and will be available in electronic form on the website of the Company (www.biokarpet.gr).
The present Invitation will be published on the General Commercial Registry (G.E.MI.), and will be posted on the Company's website (www.biokarpet.gr).
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