Address 10 Akti Miaouli – 18538
V.A.T. Nr. 090010223
to the Shareholders of the Societe Anonyme with the name
“Piraeus Port Authority Societe Anonyme” and with distinctive title “PPA S.A.” to the Annual General Meeting
In accordance with the Companies Law and the articles of association of the Company and following the decision of the Board of Directors, the Shareholders of P.P.A S.A are invited to the Annual General Meeting which will be held on Friday, July 17th 2020, at 15:00 in the offices of Athens Exchange (110 Athinon Ave.), with the following agenda:
1. Approval of the Financial Statements of the fiscal year 2019, along with the Board of Director’s Annual Report and the Independent Auditors’ Report.
2. Approval of the overall management of the Company according to article 108 of Law 4548/2018, as in force, and discharge of the Statutory Auditors of the Company from any liability for compensation for the fiscal year 2019.
3. Distribution of dividend for the fiscal year 2019.
4. Election of Independent Auditors, for the statutory audit of the financial statements of the Company for the fiscal year 2020.
5. a) Approval of the employment contract between the company and chairman of the BoD,
b) Approval of the remuneration and fees paid to the BoD members for the fiscal year 2019, and
c) pre - approval of payment of their respective remuneration and fees for the fiscal year 2020 according to article 109, paragraph 1 of Law 4548/2018.
6. Presentation and discussion of the Company’s Remuneration Report according to article 112, par.3 of Law 4548/2018.
7. Presentation and discussion of the Annual Activity report of Audit Committee.
8. Reelection of existing Audit Committee members Mr. KWONG Che Keung Gordon and Mr. Arvanitis Nikolaos - Election as a new member of the Audit Committee (representative of HRADF), of BoD member Mr. Karamaneas Charalambis in replacement of resigned Audit Committee member Mr. Liagkos Athanasios - Appointment of the term of the PPA S.A. Audit Committee.
In case of not meeting the required statutory quorum for deciding on the agenda the Repeated Ordinary General Meeting will be held on Friday, July 24th 2020, at 10:00 a.m. in the offices of Athens Exchange (110 Athinon Ave.), with the same issues on the agenda.
RIGHT TO PARTICIPATE IN THE ORDINARY GENERAL MEETING.
Any person appearing as a shareholder of the Company's ordinary shares in the registry of the Dematerialized Securities System ("DSS"), managed by Hellenic Exchanges S.A. ("HEL.EX"), where Company’s shares are kept, has the right to participate in the Annual General Meeting.
Proof of shareholder's capacity is verified by submitting relevant written confirmation from HEL.EX or electronically by the Company's online connection to HEL.EX.
The shareholder's capacity must be in force at the start of 12/07/2020 ("Record Date"), i.e. the fifth (5th) day prior to the date of the Annual General Meeting.
Only those who have shareholder's capacity on the aforementioned Record Date shall have the right to participate at the General Meeting.
The above recording date also applies in the case of an adjourned or repeated General Meeting, provided that the adjourned or repeated General Meeting is not more than 30 days from the recording date.
PROCEDURE FOR PROXY VOTING
Shareholders may participate in the Annual General Meeting and vote either in person or by proxy.
Each shareholder may appoint up to three (3) proxies. Legal Entities can appoint up to three (3) persons. However, in cases where a shareholder owns Company shares that are held in more than one Investor Securities Account, the above limitation does not prevent the shareholder from appointing separate proxies for the shares appearing in each Account.
A proxy holding proxies from several shareholders may vote differently for each shareholder. Each Shareholder may appoint representative/s for one or for more General Meetings that will take place within a certain period of time.
Appointment and revocation of a shareholder's proxy is only performed in writing and disclosed to the Company in writing at least forty eight (48) hours before the fixed General Meeting date, namely until July 15th 2020 at 15:00.
Shareholders who have not complied with the above deadline, may participate in the General Meeting unless the General Meeting refuses their participation for significant cause justifying its refusal.
The shareholder's proxy must disclose to the Company, prior to the beginning of the General Meeting, any specific event which may be useful to shareholders to evaluate the risk of the proxy serving interests other than the shareholder's interests.
Pursuant to the above, conflict of interest may result when the proxy: a) is shareholder exercising control in the Company or is another legal entity controlled by the shareholder, or b) is a member of the Board of Directors or of the Company's management or of a shareholder exercising control in the Company or other legal entity controlled by the shareholder who exercises control in the Company, or c) is employee or chartered auditor of the Company or shareholder exercising control in the Company or other legal entity controlled by a shareholder, who exercises control in the Company, or d) is spouse or first degree relative to one of the natural persons mentioned above under cases a' to c'.
SHAREHOLDERS' MINORITY RIGHTS.
According to article 121, paragraph 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:
1. 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 15 days before the General Meeting, i.e. until July 2nd, 2020. The request for the inclusion of additional items in the General Meeting’s agenda must be accompanied by a justification or a draft decision to be adopted by the General Meeting. The revised agenda is published in the same manner as the previous agenda, 13 days before the date of the General Meeting. At the same time, the revised agenda is made available to the Shareholders on the Company’s website, together with the justification or the draft decision which has been submitted by the Shareholders. In case these items are not published, the requesting Shareholders have the right to request the postponement of the General Meeting according to article 141, paragraph 5 of Law 4548/2018, and to proceed themselves to the publication at the expense of the Company.
2. Shareholders representing 1/20 of the paid-up share capital have the right to submit draft decisions on items included in the initial or the revised agenda of the General Meeting. Such request must be received by the Board of Directors at least 7 days before the date of the General Meeting and the draft decisions on the items submitted by these Shareholders are made available to the Shareholders, as provided in article 123, paragraph 3, of Law 4548/2018, at least 6 days before the date of the General Meeting.
3. Following a request submitted by any Shareholder to the Company at least 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 the requested information is relevant to the items of the agenda of the General Meeting. There is no obligation to provide information, in case the relevant information is already available on the Company's website, especially in the form of questions and answers. Moreover, at the request of Shareholders representing 1/20 of the paid-up share capital, submitted at least 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. In all above cases, the Board of Directors may decline the provision of such information due to sufficient and substantial reason, which should be written in the minutes.
4. At the request of Shareholders representing 1/10 of the paid-up share capital, submitted to the Company at least 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. The Board of Directors may decline the provision of such information due to sufficient and substantial reason, which is written in the minutes.
In all above cases, the requesting Shareholders must demonstrate their status as shareholders and, with the exception of the case of the above paragraph 3, the number of shares they hold, at the time of exercise of their right. The shareholder’s status is certified through any lawful means and in any case through the direct electronic linkup of the Company with the records of ATHEX or through written confirmation issued by ATHEX.
The present invitation, the documents that will be submitted to the General Meeting, the draft resolutions for each item of the agenda, the proxy forms as well as other information stipulated in Article 123, paragraphs 3 and 4 of Law 4548/2018, are available at the Company’s website www.olp.gr. Hard copies will be available at the Company's headquarters, 10 Akti Miaouli – Piraeus to the Public Relations, Investor Relations & Company Announcements dpt. (tel. 210-4550229).