Annual General Meeting of Shareholders 07/05/2019
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 29.03.2019 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, 7th of May 2019 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 2018 (01/01/2018 – 31/12/2018), 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. Approval of the overall management of the fiscal year 1/12018 – 31/12/2018, according to the article 108 of law 4548/2018 and release of auditors from any liability for the fiscal year 1/1/2018 – 31/12/2018 according the article 117 par.1 case c) of the law 4548/2018.
5. 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 2019, according to the International Financial Reporting Standards and determination of their remuneration.
6. Introduction of compensations policy.
7. Approval of the compensation and the remuneration of the members of the Board of Directors for the fiscal year 2018 (1/1/2018 – 31/12/2018) and pre-approval of compensation and remuneration for the fiscal year 2019 (1/1/2019 – 31/12/2019).
8. Amendment of Article 3 of the company's Articles of Association.
9. Adjustment of the company’s articles of association according to the provisions of law 4548/2018 - Amendment of articles 1, 4 – 40 of the company’s articles of association.
10. Various Announcements.
I. 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 Central Securities Depository (Athexc SD) 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: 2nd of May 2019) 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 forty eight (48) hours prior to the Annual General Meeting. The aforementioned record date applies in the case of postponed or repeated meeting, provided the adjourned meeting or repeated meeting is not more than thirty (30) days from the date of registration. If this is not the case or if in the case of repeated general meeting new invitation is published, in accordance with the provisions of article 130 of the law 4548/2018, the person who has the shareholder status during the beginning of the third day prior to the date of the adjourned meeting or of the repeated general meeting participates in the annual general meeting. Proof of shareholding may be carried by any means and in any case based on information received by the company by the central securities depository, where it provides registry services or through participating and registered intermediaries in central securities depository in any other case. Against the company shall be deemed to be entitled to participate and vote at ordinary General meeting, Shareholders whose securities are register in the dematerialized securities system records at the above mention record date. In case of non-compliance with the provisions of article 124 of law 4548/2018, the shareholders participate in the regular general meeting only after 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.
II. 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 Shareholder may appoint a proxy for one or more General Meetings and for a specific timeframe. The proxy is obliged to vote according Shareholder’s instructions if there are any. Any non-compliance of the proxy with the instructions it has received does not affect the validity of the decisions of the General Meeting, even if the representative's vote was decisive for achieving the majority.
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 post office without charge, upon its request.
The appointment as well as the revocation of a proxy is made in writing and not by electronic means and it is submitted to the Company’s headquarters (312 Messogion Av., Ag, Paraskevi 15341) to the attention of the Investors Relation Department at least forty eight (48) hours 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.
III. Minority Rights
According to article 121, paragraph four(4), of Law 4548/2018, all shareholders are hereby informed that, inter alia, they have the following rights provided for in article 141 paragraphs 2, 3, 6 and 7, of Law 4548/2018:
Article 141 paragraph 2 of the Law 4548/2018: 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 additional items must be published or disclosed under the responsibility of the Board of Directors in accordance with Article 122 of Law 4548/2018 at least seven (7) 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 to the article 123 paragraph 4 of the Law 4548/2018. If these additional items are not published, the requesting shareholders are entitled to request the adjournment of the general meeting in accordance with paragraph 5 of Article 141 of Law 4548/2018 and to make the publication themselves, in accordance to the second subparagraph of this paragraph (and paragraph 2 of Article 141 of Law 4548/2018) at Company's expense.
Article 141 paragraph 3 of the Codified Law 4548/2018: Shareholders representing 1/20 of the paid-up share capital, have the right to input drafts decisions which have been included in the initial or revised agenda of the General Meeting. at least seven (7) days before the date of the General Meeting, the drafts decisions on the items, are been given to the shareholders in accordance to the article 123 paragraph 3 of the Law 4548/2018 at least six (6) days before the date of the General Meeting.
Article 141 paragraph 6 of the Law 4548/2018: 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. At the request of Shareholders representing 1/20 of the paid-up share capital, 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. In all the above cases, the board of directors may refuse to provide the information for substantive reasons, as recorded in the minutes. Such a reason may be, in the circumstances, the representation of the requesting shareholders to the board, in accordance with Articles 79 or 80 of Law 4548/2018. In the cases of this paragraph, the board of directors may respond in a single application to shareholders with the same content.
Article 141 paragraph 7 of the Law 4548/2018: At the request of shareholders representing at least one tenth (1/10) of the paid-up capital which is presented to the company within the period referred to in paragraph 6 of article 141 Law 4548/2018, the Board is obliged to provide to the General Assembly information on the course of Corporate Affairs and asset situation of the company. The Board may refuse to provide such information for substantive ground, which is indicated in the minutes. Such a reason might be, as the case may be, the representation of the applicant shareholders on the Board, in accordance with articles 79 or 80 of the Law 4548/2018, provided that the respective members of the Board have received relevant information in a sufficient way.
Article 141 paragraph 8 of the Law 4548/2018: In the cases referred to paragraphs 6 and 7 of article 141 of law 4548/2018, any question as to the merits or not of the grounds of refusal on the part of the Board providing the information, shall be resolved by the Court’s decision, issued in interim injunction proceedings. By the same decision, the court obliges the company to provide the information that had been denied. The decision is not subject to legal means .
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 and the company.
IV. Available documents and information
The present invitation, the documents to be submitted to the general meeting, the draft decisions for each item of the agenda, or if no draft decisions has been proposed for approval, comments of the board of directors as well as draft decisions that are proposed by the shareholders, in accordance with paragraph 3 of article 141 of law 4548/2018, immediately upon the receipt thereof by the company, the proxy forms and other information as stipulated in article 123, paragraph 3, of law 4548/2018, as well as detailed information related to the referred minority rights and the conditions of their exercise, are made 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), according to the provisions of law 4548/2018.
Agia Paraskevi, March 29th 2019
On behalf of the company
The Chairman of the Board