Annual General Meeting of Shareholders 5/6/2018
INVITATION TO THE ANNUAL GENERAL MEETING OF SHAREHOLDERS
(General Commercial Registry Number 375501000)
In accordance with the Law, the Company's Articles of Association and by virtue of resolution dated 07.05.2018 of the Board of Directors, the Shareholders of "SPACE HELLAS SOCIETE ANONYME TELECOMMUNICATIONS, IT, SECURITY SYSTEMS & SERVICES PRIVATE ENTERPRISE FOR PROVISION OF SECURITY SERVICES" ("SPACE HELLAS S.A.") are hereby invited to the General Meeting of Shareholders to be held on Tuesday, 5th of June 2018 at 12:00 hours, at the company’s headquarters (Agia Paraskevi, 312 Messogion Avenue, 1st Floor) in order to discuss and decide upon the following issues of the daily agenda:
1. Submission and approval of the Company’s Financial Statements (of Company and the Group of Companies) according the International Financial Reporting Standards (IFRS) for the fiscal year 2017 (01/01/2017 – 31/12/2017), along with the relevant reports of the Board of Directors and of the Independent Auditor.
2. Approval of the distribution of financial results.
3. Distribution of part of the Reserve LAW 3943/2011 article 14, LAW 4172/2013 article 48, in conjunction with POL 1007/2014 and POL 1039/2013.
4. Release of the members of the Board of Directors and of Independent Auditors from any liability for compensation for the fiscal year 1/1/2017 – 31/12/2017.
5. Approval of the compensation and the remuneration of the members of the Board of Directors for the fiscal year 2017 (1/1/2017 – 31/12/2017) and pre-approval of compensation and remuneration for the fiscal year 2018 (1/1/2018 – 31/12/2018).
6. Election of the ordinary and substitute Independent Auditors for the audit of the Financial Statements of the Company (Standalone and Consolidated) for the fiscal year 2018, according to the International Financial Reporting Standards and determination of their remuneration.
7. Grant of approval for the purchase of the Company’s own shares in accordance with the article 16 of the Codified Law 2190/1920.
8. Approval of agreements and contracts pursuant to the article 23a of the Codified Law 2190/1920.
9. Amendment of the article 29 para. 2 of the articles of Association of the Company.
10. Announcement of the election of a new executive member of the Board of Directors in replacement of a resigned executive member, in accordance with the provisions of article 18 of the Codified Law 2190/1920.
11. Grant of permission, in accordance with the article 23, para. 1 of the Codified Law 2190/1920 to the members of the Board of Directors and the Company’s managers.
12. Various Announcements.
Ι. Right to attend and vote at the General Meeting
Anyone who appears as a Shareholder of SPACE HELLAS S.A. (natural persons or legal entities) in the dematerialized securities system records which HELLENIC EXCHANGES - ATHENS STOCK EXCHANGE S.A. (HELEX) manages, where the Company’s securities are kept, at the beginning of the fifth day prior to the date of the Annual General Meeting (record date: 31st of May 2018) is entitled to attend and vote at the Annual General Meeting. Proof of Shareholder status is evidenced either through written confirmation from HELEX or, alternatively, through the Company’s electronic linkup with HELEX’s records. The relevant written or electronic confirmation regarding shareholding capacity must reach the Company no later than the third (3rd) day prior to the Annual General Meeting (i.e. the 2nd of June 2018). Only those who are qualified as Shareholders on the relevant record date above mentioned are entitled to attend and vote at the Annual General Meeting. In the case of non-compliance with the provisions of article 28a of Codified Law 2190/1920, shareholders may participate to the General Meeting only upon its permission.
Please note that the exercise of the above rights does not require blocking of shares of the beneficiary or the compliance with any other procedure restricting the selling or transferring of shares during the period between the record date, as above defined, and the date of the relevant Annual General Meeting.
ΙΙ. Specific guidelines for the exercise of the voting rights through proxies
Shareholders who are entitled to participate in the Annual General Meeting may vote either in person or by proxy. Each shareholder may appoint up to three (3) proxies. Legal entities may participate in the Annual General Meeting by appointing up to three (3) natural persons as their proxies. However, if a Shareholder holds shares of the Company which appear in more than one securities’ account, such limitation does not prevent that Shareholder to appoint different proxies for the shares which appear in each securities’ account in relation to the Annual General Meeting. A proxy who acts for more than one Shareholder may vote differently for each Shareholder.
Forms of appointment of proxies are available to the shareholders on the Company’s website (www.space.gr ) and, in case a shareholder is not possible to have internet access to such forms, in a typed version at the Investors Relations Department (312 Messogion Av., Ag. Paraskevi 15341), which is possible to be send to the interested Shareholder by mail without charge, upon its request.
The appointment as well as the revocation of a proxy is made in writing and not by electronic way and it is submitted with the same type to the Company at its headquarters (312 Messogion Av., Ag, Paraskevi 15341) to the attention of the Investors Relation Department at least three (3) days before the date of the Annual General Meeting of the shareholders.
The appointed proxy is obliged to notify to the Company, prior to the commencement of the Annual General Meeting, any specific fact, which might be useful to the shareholders, in their assessment of the risk of the proxy serving interests other than their own. Conflict of interest may arise in particular in cases where the proxy: a) is a controlling shareholder of the Company or is a legal person or entity controlled by such shareholder; b) is a member of the Board of Directors or in general of the management of the Company or of a controlling shareholder, or of another legal person or entity controlled by such shareholder; c) is an employee or an auditor of the Company or of a controlling shareholder, or of another legal person or entity controlled by a controlling shareholder; d) is a spouse or a first degree relative of a natural person referred to in cases a to c above.
ΙΙΙ. Minority Rights
According to article 26, paragraph b, of Codified Law 2190/1920, all shareholders are hereby informed that, inter alia, they have the following rights provided for in article 39 paragraphs 2, 2a, 4 and 5, of Codified Law 2190/1920:
a. At the request of Shareholders representing 1/20 of the paid-up share capital, the Board of Directors is obliged to include additional items in the agenda of the General Meeting, provided that the relevant request is received by the Board of Directors at least fifteen (15) days prior to the General Meeting. The request to have additional items included in the agenda must be accompanied by a justification or by a draft decision to be adopted by the General Meeting. The revised agenda must be published in the same manner as the previous agenda, thirteen (13) days before the date of the General Meeting and at the same time must be also made available to Shareholders on the Company’s website, along with the justification or the draft decision submitted by the Shareholders, in accordance with the article 27 paragraph 3 of the Codified Law 2190/1920.
b. At the request of Shareholders representing 1/20 of the paid-up share capital, at least six (6) days before the date of the General Meeting, the Board of Directors is obliged to provide to Shareholders drafts of decisions on the items, which have been included in the initial or revised agenda, provided that a request to that effect is received by the Board of Directors at least seven (7) days before the date of the General Meeting.
c. Following a request submitted by any Shareholder to the Company at least five (5) full days prior to the General Meeting, the Board of Directors is obliged to provide to the General Meeting the requested specific information on the Company’s affairs, to the extent that this may be useful for the assessment of the items on the agenda. The Board of Directors may provide a single response to Shareholders’ requests with the same content. The obligation to provide information does not apply in the event that the information requested is already available on the Company's website, especially in the form of questions and answers.
d. At the request of Shareholders representing 1/20 of the paid-up share capital, submitted at least five (5) full days prior to the General Meeting, the Board of Directors is obliged to announce to the Annual General Meeting the amounts that have been paid during the last two years to each member of the Board of Directors or to the Company’s managers, as well as any benefits that were granted to them for any reason or on the basis of their contract with the Company.
e. At the request of Shareholders representing 1/5 of the paid-up share capital, submitted to the Company at least five (5) full days prior to the General Meeting, the Board of Directors is obliged to provide to the General Meeting information on the course of the corporate affairs and the state of the Company’s assets.
In all above cases, the requesting Shareholders must demonstrate their status as shareholders, as well as the number of shares they hold, at the time of exercise of their right. The shareholder’s status is certified though online connection with ATHEX.
IV. Available documents and information
The present invitation, any documents to be submitted to the General Meeting, the draft resolutions for each item of the agenda, the proxy forms and any other information as stipulated in Article 27, paragraph 3, of Law 2190/1920, are available at the Company’s website (www.space.gr). Furthermore, Shareholders may receive hard copies of the aforementioned documents by the Company’s Investor Relations Department (312 Messogion Av., Ag. Paraskevi 15341, Tel.:+30 210 6504172).
Agia Paraskevi, 07 May 2018
On behalf of the company
The Chairman of the Board