I. KLOUKINAS - I. LAPPAS

TECHNICAL AND COMMERCIAL SOCIETE ANONYME

(S.A. Reg. No. 5828/06/Β/86/14)

Com. Reg. No. 2052601000

INVITATION

Of the shareholders in an Extraordinary General Meeting

 

               Pursuant to the Law and the Statute and following the decision of 20/10/2020, the Board of Directors of the company with the name «I. KLOUKINAS - I.LAPPAS TECHNICAL AND COMMERCIAL SOCIETE ANONYME», hereinafter for the sake of brevity "the Company", invites the Shareholders of the Company to an Extraordinary General Meeting, on Wednesday the eighteenth (18th) November 2020, at 11.00 am, at the Company's headquarters in Tavros, Attica, 2 Omirou Street and Teo, in order for the Shareholders to discuss and make decisions on the following items of the agenda:

AGENDA

1. Issue of a Secured Common Bond Loan on the base of the provisions of Law 4548/2018 and Law 3156/2003, as they apply, amounting to eleven million five hundred thousand euro (€ 11.500.000.00), in order to refinance the company's existing borrowing and definition of the collateral that will be provided to bond lenders.

2. Assign, by mandate and power of attorney, the Board of Directors as, after negotiations with the interested parties, specify the terms of the Common Bond Loan, select and contract with the bond lenders, appoint the payment manager and the representative of the bondholders and appoint the persons who will sign all related to the issuance, disposal and representation of the bond loan, contracts, collateral as well as the bonds.

 

ΙTERATIVE EXTRAORDINARY GENERAL ASSEMBLY IN CASE OF NON-QUORUM

               Should the quorum required by Law to take a decision on the above subjects of the Agenda is not present, an iterative Extraordinary General Meeting shall be convened on Wednesday, November 25th, 2020, at 11.00 am. at the same place. The subjects of the Agenda of an iterative Extraordinary General Meeting will be the same as mentioned above.

               Pursuant to articles 123, par. 3 and 4, 124, par. 6, and 121, par. 2, 3, 6 and 7, of Law 4548/2018, the Company informs the shareholders about the following:

 

PARTICIPATION RIGHT

Anyone who appears as a shareholder in the files of the Intangible Securities System managed by "Hellenic Exchanges SA" (HELEX), is entitled to participate in the Extraordinary General Meeting of November 18th, 2020 in which the securities of the Company are kept. The proof of the shareholder status is done by presenting a relevant written confirmation of the above body or, alternatively, by direct electronic connection of the Company with the files of the latter. The capacity of the shareholder must exist by November 13th, 2020 (Registration Date), thus the fifth (5th) day before the day of the Extraordinary General Meeting, and the relevant written confirmation or electronic certification regarding the shareholder status should reach the Company no later than November 15th, 2020, thus the third (3rd) day before the meeting of the General Meeting (art. 124, par. 6, of Law 4548/2018).

               For the iterative Extraordinary General Meeting of November 25th, 2020, the status of shareholder must also exist by November 13th, 2020 (Registration Date), thus the fifth (5th) day before the day of the Extraordinary General Meeting, and the relevant written confirmation or electronic certification regarding the shareholder status should reach the Company no later than November 15th, 2020, thus the third (3rd) day before the meeting of the Extraordinary General Meeting (art. 124, par. 6, of Law 4548/2018), since the date of the iterative meeting is not more than thirty (30) days later than the original one.

               As far as the Company is concerned, only those who have the status of shareholder on the Registration Date (by November 13th 2020) are considered to have the right to participate and vote in the Extraordinary General Meeting. In case of non-compliance with the provisions of article 124 of law 4548/2018, the said shareholder participates in the Extraordinary General Meeting only after a permission of the latter.

               The exercise of the above-mentioned rights does not presuppose the commitment of the beneficiary's shares or the observance of another similar procedure, which limits the possibility of selling and transferring them during the period between the Registration Date and the Extraordinary General Meeting.

 

MINORITY INTERESTS OF SHAREHOLDERS

(a) – art. 141, par. 2, of Law 4548/2018 - At the request of shareholders representing one twentieth (1/20) of the paid-up share capital, the Board of Directors of the Company is obliged to include additional subjects on the agenda of the General Meeting, should the relevant request reach the Board of Directors until November 3rd, 2020, thus at least fifteen (15) days before the General Meeting. The request for inclusion of additional subjects on the agenda shall be accompanied by a justification or by a draft decision to be approved at the General Assembly and the revised agenda is published in the same way as the previous agenda, on November 5th, 2020, thus thirteen (13) days before the General Meeting and at the same time is notified to the shareholders via the Company's website, together with the justification or the draft decision submitted by the shareholders as provided in paragraph 4 of article 123 of law 4548/2018.

(b) - art. 141, par. 3, of Law 4548/2018 - At the request of shareholders representing one twentieth (1/20) of the paid-up share capital, the board of directors notifies to the shareholders, according to article 141, par. 3, of Law 4548/2018 , no later than November 11th 2020, thus at least seven (7) days before the date of the General Meeting, draft decisions on subjects included in the original or revised agenda, if the relevant request is submitted to the Board of Directors by November 12th 2020, thus at least six (6) days before the General Meeting.

(c) – art. 141, par. 6, of Law 4548/2018 - At the request of any shareholder submitted to the Company until November 12th 2020, thus at least five (5) entire days before the General Meeting, the Board of Directors is obliged to provide the General Meeting with requested specific information on the Company's affairs, in so far as they are relevant to the items on the agenda. The board of directors may refuse to provide the information for a substantial reason, which is recorded in the minutes. The board of directors can respond uniformly to shareholder requests with the same content. There is no 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.

(d) - art. 141, par. 7, Law 4548/2018 - Upon application of shareholders representing one tenth (1/10) of the paid-up share capital which is submitted to the Company until November 12th 2020, thus at least five (5) entire days before the General Meeting, the board of directors is obliged to provide the General Meeting with information on the course of corporate affairs and the assets of the Company. The board of directors may refuse to provide the information for a substantial reason, which is recorded in the minutes.

               Corresponding deadlines for any exercise of minority interests of the shareholders apply in case of an iterative General Meeting.

               In all the cases mentioned above, the applicant shareholders must prove their shareholder status and, except in the case of paragraph 6 of art. 141 of Law 4548/2018, the number of shares held during the exercise of the relevant right. Such proof is the presentation of a certificate from the institution in which the relevant securities are held or the certification of the shareholder status by direct electronic connection of the institution and the Company.

 

PROCEDURE FOR VOTING THROUGH A REPRESENTATIVE

The shareholder participates in the General Meeting and votes either in person or through representatives. Each shareholder (legal or natural person) can participate in the General Meeting by appointing up to three (3) natural persons as its representatives. However, if the shareholder holds shares of the Company, which appear in more than one securities account, this restriction does not prevent the shareholder from appointing different representatives for the shares appearing in each securities account in relation to the General Meeting. A representative acting for more than one shareholder may vote differently for each shareholder.

               The shareholder representative is obliged to notify the Company, before the beginning of the General Meeting, of any specific event that may be useful to the shareholders in assessing the risk that the agent will serve interests other than the interests of the shareholder. For the purposes of this paragraph, a conflict of interest may arise in particular where the agent:

a) is a shareholder who exercises control of the Company or is another legal entity or entity controlled by that shareholder;

b) is a member of the board of directors or the general management of the Company or a shareholder who exercises control of the Company, or of another legal entity or entity controlled by a shareholder who exercises control of the Company;

c) is an employee or certified auditor of the Company or shareholder who exercises control of the Company, or another legal entity or entity controlled by a shareholder, who exercises control of the Company;

(d) is a spouse or first-degree relative of one of the natural persons referred to in cases (a) to (c).

               The appointment and revocation of the shareholder's representative is made in writing and notified to the Company with the same types, at least forty eight (48) hours before the General Meeting.

               The Company has made available: a) in printed form at the company's headquarters (address : 2 Omirou Street and Teo, Tavros Attica, 17778, tel.: 210.4821186) and b) in electronic form on its website (www.klmate.gr), the form it uses to appoint and remove a representative. This form is submitted filled-in and signed by the shareholder at the seat of the Company at the address: 2 Omirou Street and Teo , Tavros Attica, 17778, at least forty eight (48) hours before the General Meeting.

               The Company's Statue does not provide for the possibility of participating in the General Meeting by electronic means, without the physical presence of the shareholders at the venue, or the possibility of remote participation of the shareholders in the voting either by exercising the voting right by electronic means or by voting by correspondence, or the possibility of appointing and withdrawing a representative by electronic means.

 

AVAILABLE DOCUMENTS AND INFORMATION

The information given in paragraphs 3 and 4 of article 123 of Law 4548/2018 will be available in electronic form on the Company's website www.klmate.gr. The relevant forms will also be available in hard copy at the offices of the Company's headquarters (2 Omirou Street and Teo, Tavros Attica, 17778).

 

Tavros Attica, 20/10/2020

The Board of Directors