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 Extraordinary 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 PPA S.A are invited to an Extraordinary General Meeting which will be held on Monday, 23 September 2019, at 10.00 a.m. in the offices of Piraeus Port Authority S.A. (10 Akti Miaouli Str.) with the following agenda:
1. Approval of the Long-Term Incentive Bonus Plan of the Company.
2. Approval of the corresponding amendment, due to the addition of the Plan, to the existing Remuneration Policy of the Company, according to article 110 par. 2 of Law 4548/2018.
In case of not meeting the required statutory quorum for deciding on the agenda, the Repeated Extraordinary General Meeting will be held on Monday September 30th, 2019 at 10:00 a.m. at the PPA HQ, 10 Akti Miaouli Str., Piraeus with the same issues on the agenda.
RIGHT TO PARTICIPATE IN THE EXTRAORDINARY 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.
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 18/09/2019 ("Record Date"), i.e. the fifth (5th) day prior to the date of the Extraordinary 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 Record Date.
PROCEDURE FOR PROXY VOTING
Shareholders may participate in the Extraordinary 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 September 21st 2019, at 10:00 a.m.
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 September 8th, 2019. 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. 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 str., Piraeus to the Public Relations, Investor Relations & Corporate Announcements dpt. (tel.: 210-4550229).
The Board of Directors