Shareholder rights

Shareholders exercise their rights related to the management of the Company only through their participation in the General Meeting. Each share provides the right to one vote at the General Meeting, subject to the provisions of Article 50 of Law 4548/2018.

PERSONS ENTITLED TO PARTICIPATE AND VOTE AT THE GENERAL MEETING

Only natural or legal persons who hold shareholder status at the beginning of the fifth (5th) day before the date of the General Meeting ("Record Date") are entitled to participate and vote at the General Meeting.
Shareholders who are legal persons shall participate in the General Meeting through their representatives.
The company considers as a shareholder entitled to participate in the General Meeting and exercise the right to vote the person registered on the Record Date in the Dematerialized Securities System (DSS) of the societe anonyme 'HELLENIC CENTRAL SECURITIES DEPOSITORY SOCIETE ANONYME' (HCSD) or the person identified as such based on the relevant date through registered intermediaries or other intermediaries, in compliance with the provisions of the law and the HCSD's Operating Regulation. The Record Date also applies in the case of a postponement or repeat of General Meeting (in case of failure to achieve the quorum required by Law and the Articles of Association for decisions on certain items on the original agenda), provided that the postponement or repeat meeting is held no more than thirty (30) days from the record date. If this is not the case, or if a new invitation is published for the repeat General Meeting, the person who holds shareholder status at the beginning of the third day before the day of the postponement or repeat General Meeting shall participate in the General Meeting.
Proof of shareholder status shall be provided by any lawful means, and in any case based on information received by the Company up to and before the commencement of the General Meeting from the HCSD or through the aforementioned intermediaries. The exercise of these rights does not require the blocking of the beneficiary's shares or the adoption of any other similar procedure that restricts the possibility of selling and transferring them during the period between the Record Date and the General Meeting.

METHOD OF EXERCISING SHAREHOLDERS' RIGHTS BEFORE THE GENERAL MEETING

Ten (10) days before the ordinary General Meeting, the Company makes its annual financial statements, as well as the related reports of the Board of Directors and the auditors, available to its shareholders.

1. At the General Meeting, shareholders may participate remotely via audiovisual or other electronic means, without their physical presence at the venue of the meeting, provided this is stipulated in the invitation to the General Meeting. In this case, the Company shall take adequate measures to: (a) ensure the identity of the participating person, the participation exclusively of persons entitled to participate or be present at the General Meeting, and the security of the electronic connection, (b) enable the participant to follow the proceedings of the meeting by electronic or audiovisual means and address the meeting, orally or in writing, during the remote meeting, as well as vote on the items on the agenda, and (c) allow for the accurate recording of the remote participant's vote.
2. Shareholders who participate remotely in the General Meeting shall be taken into account for the formation of the quorum and majority exactly as those who are physically present.
3. In any case, any shareholder may request that the meeting be conducted by teleconference for them, if they reside in a country other than the one where the meeting is taking place, or if there is another serious reason, particularly illness, disability, or an epidemic.
4. The shareholder may participate in the General Meeting in person or through representatives (proxies).
5. A representative acting for more than one shareholder may vote differently for each shareholder.
6. The shareholder may appoint a representative for one or more General Meetings and for a specific period of time. The representative shall vote according to the shareholder's instructions, if any. Any non-compliance by the representative with the instructions received shall not affect the validity of the General Meeting's resolutions, even if the representative's vote was decisive for achieving the majority.  
7. The appointment and revocation or replacement of the representative or proxy shall be made in writing or by electronic means and submitted to the Company at least forty-eight (48) hours before the scheduled date of the meeting. Shareholders who have not submitted the appointment of a representative or proxy to the Company in writing or by electronic means at least forty-eight (48) hours before the scheduled date of the General Meeting, shall participate in the General Meeting unless the General Meeting refuses such participation for a serious reason justifying its refusal.
8. Each shareholder may appoint up to three (3) representatives. However, if the shareholder holds shares of the Company that appear in more than one securities account, this limitation does not prevent the shareholder from appointing different representatives for the shares that appear in each securities account in relation to a specific General Meeting. The grant of a power of attorney is freely revocable.
9. A shareholder's representative is obliged to disclose to the Company, prior to the commencement of the General Meeting, any specific fact which may be useful to the shareholders for evaluating the risk that the representative may serve interests other than those of the shareholder.
10. A conflict of interest may arise, in particular, when the representative: (a) is a shareholder who exercises control over the Company or another legal person or entity controlled by that shareholder, (b) is a member of the Board of Directors or generally of the management of the Company or a shareholder who exercises control over the Company or another legal person or entity controlled by a shareholder who exercises control over the Company, (c) is an employee or auditor of the Company or a shareholder who exercises control over the Company or another legal person or entity controlled by a shareholder who exercises control over the Company, (d) is a spouse or first-degree relative of one of the natural persons in cases (a) to (c).

MINORITY RIGHTS

1. After petition of shareholders representing one-twentieth (1/20) of the paid capital, the Board of Directors is obliged to convene an extraordinary General Assembly of shareholders, determining the date of this meeting, which must be fixed within no more than forty-five (45) days from the date of service of the petition to the Chairman of the Board of Directors. The petition includes the object of the daily agenda. In case no General Assembly is convened by the Board of Directors within twenty (20) days from the service of the relevant petition, the convocation of the meeting is exercised by the petitioners-shareholders at the company's expense, by a court decision, issued in proceedings for interim measures. In this decision the place and the time of the meeting are specified, as well as the daily agenda.    
2. After petition of shareholders, representing one-twentieth (1/20) of the paid capital, the Board of Directors is obliged to register in the daily agenda of the General Assembly, that has already been convened, additional issues, provided the relevant petition is submitted to the Board of Directors at least fifteen (15) days prior to the General Assembly. The additional issues must be published or announced at least seven (7) days prior to the General Assembly. The petition for the registration of additional issues in the daily agenda is accompanied by justification or a draft of a decision to be submitted for approval in the General Assembly and the revised daily agenda is published in the same manner as the previous daily agenda thirteen (13) days prior to the date of the General Assembly and at the same time becomes available to the shareholders in the website of the company, together with the justification or the decision draft that has been submitted by the shareholders. If these issues are not published, the petitioners-shareholders are entitled to request a postponement of the General Assembly and to proceed by themselves to the publication at the company's expense.  
3. Shareholders representing one-twentieth (1/20) of the paid capital are entitled to submit drafts of decisions on issues included in the initial or any revised daily agenda of the General Assembly. The relevant petition must be submitted to the Board of Directors at least seven (7) days prior to the date of the General Assembly, and the drafts of the decisions become available to the shareholders, under the provisions at least six (6) days prior to the date of the General Assembly.  
4. The Board of Directors is not obliged to proceed to the registration of issues in the daily agenda nor to the publication or announcement of these issues together with a justification and with drafts of the decisions submitted by the shareholders accordingly, if their content is apparently contrary to the law or the principles of morality.  
5. After petition of a shareholder or shareholders representing one-twentieth (1/20) of the paid capital, the Chairman of the meeting is obliged to postponement only one the adoption of resolutions by the General Assembly, ordinary or extraordinary, on all or certain issues, specifying as the date for the continuation of the meeting, the date specified in the shareholders' petition, which, however, must be specified within no more than twenty (20) days from the date of postponement. The General Assembly after the postponement constitutes a continuation of the previous one, and the repetition of the publicity formalities of the invitation of shareholders is not required. In this meeting new shareholders can participate as well, under the respective participation formalities, as well as the provision of shareholder status.
6. After the petition of any shareholder, submitted to the company at least five (5) full days prior to the General Assembly, the Board of Director is obliged to provide to the General Assembly the requested specific information about the company's affairs, to the extent that these are related to the issues of the daily agenda. There is no obligation for the provision of information, when the relevant information is already made available in the website of the company, in particular, in the form of questions and answers. Further, after petition of shareholders, representing one-twentieth (1/20) of the paid capital, the Board of Directors is obliged to notify the General Assembly, provided it is an ordinary General Assembly, of the amounts, which in the last two years were paid to each member of the Board of Directors or to the managers of the company, as well as any benefit granted to these persons under any cause or contract between the company and the aforementioned persons. In all these cases the Board of Directors may renounce the provision of information for sufficient due cause, which is written down in the minutes. In the cases of the previous paragraph, the Board of Directors may respond uniformly to petitions of shareholders with the same content.  
7. Following a petition of the shareholders, representing one-tenth (1/10) of the paid capital, which is submitted to the company five full (5) days before the General Meeting, the Board of Directors is obliged to provide to the General Assembly information about the progress of the company's affairs and the financial status of the company. The Board of Directors may renounce the provision of information for sufficient due cause, which is written down in the minutes.
8. In cases of par.6 and 7 hereof, any doubt about the substantiation or not of the justification of the refusal of the Board of Directors to provide information, is resolved by the court issuing a decision in the proceedings for interim measures. Upon the same resolution, the court also obliges the company to provide information that has refused to give.  
9. Following the petition of shareholders, representing one-twentieth (1/20) of the paid capital, the voting on an issue or issues of the daily agenda is performed by open vote. In all the cases of this article, the petitioners-shareholders must prove that they have shares, and, they must prove the number of shares they possess upon exercise of the relevant right. The evidence of the shareholding may be provided through any legal means and in any case under information received by the company from the central securities depository, if the latter is providing register services, or via the participants and registered intermediaries in the central securities depository in any other case.