INVITATION
to the Shareholders of the Societe Anonyme with the name
“Piraeus Port Authority Societe Anonyme” and with distinctive title “PPA S.A.”
to the Extraordinary General Meeting
In accordance with the Companies Law about the Societes Anonymes, as it is in effect, the articles of the Incorporation and following the decision of the Board of Directors, the Shareholders of P.P.A S.A are invited to the Extraordinary General Meeting which will be held on Tuesday 31th May 2016, at 11.00 a.m in Hotel NJV Athens Plaza, (2. Vas. Georgiou Av., Syntagma Square) with the following agenda:
Agenda
1. Abolishment of the Articles 5, 6, 11, 12, 13, 14, 19 and 21 of the Incorporation.
2. Modification, restatement and renumbering the Articles 20 and 22 of the Incorporation.
3. Adding to the Articles of the Incorporation the new Article 12 about the Audit Committee.
4. Modification, merge into a single article and rules simplification of the Articles 15, 16, 17 and 18 of the Incorporation about the General Meeting.
5. Modification of the Articles 7, 8, 9 and 10 of the Incorporation about the Board of Directors.
6. Modification and renumbering of Article 3 of the Incorporation about the Share Capital and Article 4 about the Shares.
7. Change purpose, subsequent modification and renumbering of Article 2 of the Incorporation.
8. Modification, breakdown and subsequent partial renumbering provisions of Article 1 of the Incorporation.
9. Modification, abbreviation, simplification and codification into a single text of the Articles of the Incorporation provisions.
10. Authorization from the General Meeting (including among others under Article 23A, paragraph 2 of Law 2190/1920) regarding the modification from 13/02/2002 Concession Agreement between the Greek State and the Company.
11. Election of Board member or members.
12. Various announcements.
In case of not meeting the required statutory quorum for deciding on the agenda the Repeated Extraordinary General Meeting will be held on June 14, 2016 Tuesday at 11:00 at the same place with the same issues on the agenda.
In accordance to the article 26, par. 2b and 28a of the law 2190/1920, as modified and added with the articles 3 and 5 of the law 3884/ 2010, as it is in effect, the company informs the shareholders the following:
RIGHT TO PARTICIPATE IN THE ETXRAORDINARY 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 Extraordinary General Meeting of May 31, 2016.
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 26th May 2016 ("Record Date"), i.e. the fifth (5th) day prior to the date of the General Meeting and the relevant written confirmation or electronic certification concerning the shareholder must reach the Company no later than 28th May 2016 i.e. the third (3rd) day before the date of the General Meeting.
Only those who have shareholder's capacity on the aforementioned Record Date shall have the right to participate at the General Meeting. In case of non-compliance with the provisions of article 28a of Codified Law 2190/1920, the shareholder participates in the General Meeting only after the General Meeting's authorization.
The exercise of this right does not require the blocking of shares or any other process which restricts the shareholders' ability to sell and/or transfer shares during the period between the Record Date and the General Meeting.
The participation in the General Meeting by electronic means and the voting by distance through electronic means are not possible.
Each share gives right to one vote.
PROCEDURE FOR PROXY VOTING
Shareholders may participate in the 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.
Appointment and revocation of a shareholder's proxy is only performed in writing and
disclosed to the Company in writing at least three (3) days before the fixed General
Meeting date, namely until May 28th 2016.
The Company has posted on its webpage, www.olp.gr, a form to be used by
shareholders for the appointment of a proxy, while shareholders may also obtain a
hard copy from the Company's Investor Relations & Corporate Announcements dpt 10 Akti Miaouli, Piraeus.
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.
In accordance to article 39 of the law 2190/1920, the company informs the shareholders the following :
1. With an application by shareholders, representing one twentieth (1/20) of the paid
up share capital, the Company's Board of Directors is bound to include in the Agenda of the General Meeting additional items, if the relevant request reaches the Board of Directors at least fifteen (15) days before the General Meeting, namely by 16th May, 2016.
The request for additional items in the agenda must be accompanied by a justification or a draft resolution to be approved by the General Meeting in accordance to the article 39, par 2 of the C.L 2190/1920. The revised Agenda should be published in the same way as the previous Agenda, on 18/5/2016, i.e. thirteen (13) days before the date of the above General Meeting and at the same time will be released on the Company's website, with the justification or the draft resolution submitted by shareholders in accordance with article 27 par. 3 of C.L. 2190/1920.
2. At the request of shareholders representing one twentieth (1/20) of the paid-up share capital, the company's Board of Directors discloses to the shareholders in accordance with article 27 par. 3 of C.L. 2190/1920, by 25th May 2016 at the latest i.e. at least six (6) days prior to the date of the General Meeting, any draft resolutions on the items included in the initial or revised agenda, provided that the request is communicated to the Board by 24th May 2016 i.e. at least seven (7) days prior to the date of the General Meeting.
3. At the request of any shareholder submitted to the company until 25th May 2016, i.e. at least five (5) full days before the General Meeting, the Board of Directors is obligated to provide to the General Meeting the requested specific information regarding the affairs of the Company, if such information is relevant for the proper assessment of the items on the agenda. There is no obligation to provide information when the relevant information is already available on the Company's website.
4. With shareholders request, representing one fifth (1/5) of the paid up share capital,
submitted to the Company within at least five (5) full days before the General
Meeting, namely by 25th May 2016, the Board is bound to provide the General Meeting with information on the progress of corporate affairs and the Company's assets.
In all aforementioned cases the shareholders must demonstrate their capacity and the number of shares they own in order to exercise the relevant right. Such proof is provided by submitting the relevant written confirmation from HEL.EX, where the securities are held or by certifying the shareholder capacity directly through the Company's online connection with HELEX's records.
The information of the article 27, par. 3 of the law 2190/1920, included the full text invitation, the documents to be submitted to the General Meeting, the comments of the Board on the items of the agenda and the form to be used by shareholders for the appointment of a proxy, will be available on the Company's website www.olp.gr. Hard copies will be available at the Company's headquarters, 10 Akti Miaouli – Piraeus to the Investor Relation & Corporate Announcements dpt (tel 210-4520257)
