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 Annual General Meeting
In accordance with the Companies Law 2190/1920 about the Societes Anonymes, as it is in effect, 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 Wednesday, 28 June 2017, at 12.00 a.m in the offices of Athens Exchange (110 Athinon Ave.) with the following agenda:
Agenda
1. Approval of the election of BoD members in lieu of resigned members pursuant to BoD decisions 169 and 170 of 10-08-2016, and appointment of a third independent member, for the remaining term of the Board.
2. Replacement of Audit Committee member to fulfill the conditions of article 44 par 1 of Law 4449/2017 and reconstitution of the Audit Committee due to the replacement.
3. Approval of the Financial Statements of the fiscal year 2016, along with the Board of Director’s Annual Report and the Independent Auditors’ Report.
4. Discharge of the BoD Members and the Independent Auditors from any liability for damages for the fiscal year 2016.
5. Distribution of dividend for the fiscal year 2016.
6. Election of Independent Auditors, for the statutory audit of the financial statements of the Company for the fiscal year 2017 and determination of their remuneration.
7. a) Approval of the employment contracts between the company and members of the BoD, pursuant to article 23a, paragraph 2 of Law 2190/1920 as in force, b) Approval of the annual compensation of the BoD members for the fiscal year 2016, pursuant to article 24, paragraph 2 of Law 2190/1920 as in force, and pre-approval of their compensation for the fiscal year 2017.
8. Ratification of BoD decision 9/16-02-2017 concerning the legal coverage of the Chairman and BoD Members.
9. Amendment of the general framework for debts settlement, as approved by previous General Assembly decision (01-04-2016), and land sites concessions extensions signing of business units, which have been included in the provisions of the aforementioned decision and continue to operate in land sites of PPA SA Ship Repair Areas (Perama Ship Repair Base, Hercules Pier, Drapetsona Pier).
10. Amendment of article 9 par 1 of the company’s articles of incorporation, in order to include mainland China and Hong Kong, as BoD convocation sites
In case of not meeting the required statutory quorum for deciding on the agenda the Repeated Extraordinary General Meeting will be held on July 5th, 2017 Wednesday at 12:00 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 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 of June 28, 2017.
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 23/06/2017 ("Record Date"), i.e. the fifth (5th) day prior to the date of the Annual General Meeting and the relevant written confirmation or electronic certification concerning the shareholder must reach the Company no later than 25/06/2017 i.e. the third (3rd) day before 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. 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 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.
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 June 25th 2017.
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 June 13th,2017.
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 15/06/2017, 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 22/06/2017 at the latest i.e. at least six (6) days prior to the date of the Annual 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 21/06/2017 i.e. at least seven (7) days prior to the date of the Annual General Meeting.
3. At the request of any shareholder submitted to the company until 22/06/2017, 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 June 22, 2017, 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 draft resolutions 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 Public Relations, Investor Relations & Corporate Announcements dpt (tel 210-4550229).
