According to the Articles of Association of FOURLIS HOLDINGS S.A. and in particular according to Article 6, the rights of the shareholders are as follows:

1. The shareholders exercise their rights related to the administration of the company only upon their participation in the general meeting.

2. Each share grants the right to vote in the general meeting.

3. In the event of increase of the share capital which is not exercised upon contribution in kind of issuance of bonds with the right of their conversion in shares, is granted the preemptive right, in the entire new capital or the bond loan, in favor of the shares at the time of issuance of the new capital or the bond loan, correspondingly their participation in the existing share capital., After the elapse of the period specified by the body of the company that resolved the increase for the exercise of the preemptive right, which cannot be less than fifteen days, the shares that have been taken, according to the above referred are allocated freely by the board of directors of the company. In the event that the body of the company that resolved the increase of the share capital omitted to specify the period for the exercise of the preemptive right, this deadline or its prolongation, is specified upon its resolution of the Board of Directors within those period limits foreseen in article 11 of the Codified Law 2190/1920. The invitation for the exercise of the preemptive right in which must be referred also the period in which should be exercised this right, is published, upon the diligence of the Company in the Bulletin of S.A. and LTD of the Official Gazette of the Hellenic Republic. According to the restriction of par. 10 of article 13 of the Codified Law 2190/1920, upon resolution of the general meeting adopted according to the provisions of articles 29, par.3 and 4 and 31 par. 2 of the Codified Law 2190/1920, the preemptive right may be restricted or annulled. The invitation according to the aforementioned, and the announcement of the period in which may be exercised the said preemptive right, may be omitted, if in the General Meeting were present shareholders who represent the total of the share capital and were informed about the deadline that was specified for the exercise of the preemptive right or stated their resolution about the exercise or not of the preemptive right by them. Exceptionally, if all shares of the company are registered, the publication of the invitation of shareholders about the exercise of the preemptive right may be replaced upon registered letters with their evidence of delivery that are send to the shareholders.

Minority Rights

According to the Articles of Association of FOURLIS HOLDINGS S.A. and particularly according to Article 7, the Minority Rights of the company's shareholders are as follows:

1.    In the event of petition of shareholders, who represent one twentieth (1/20) of the deposited share capital, the board of directors is obliged to convene a special general meeting of shareholders by specifying this meeting within forty five (45) days after the date on which was served the petition to the Chairman of the Board of Directors. In the petition must be specified accurately the affairs issues of the daily agenda. If the Board of Directors does not convene a general meeting within twenty (20) days after the service of the corresponding petition, the convocation is exercised by the petitioners-shareholders upon expenses of the company, pursuant to the judgement issued at the injunction measures procedure of the One-Member Court of First Instance sitting at the seat of the Company. In this judgement are mentioned the time and place of the meeting, as well as, the daily agenda.


2.    Upon petition of shareholders who represent one twentieth (1/20) of the deposited share capital, the Board of Directors is obliged to register in the daily agenda of the general meeting that has been convened, also additional issues, if the corresponding petition is delivered to the Board of Directors at least fifteen (15) days prior to the General Meeting. The additional issues must be published or announced, upon the responsibility of the Board of Directors, according to Article 10 of these articles of association, at least seven (7) days prior to the general meeting. If these issues are not published, the petitioner – shareholders are entitled to request the adjournment of the general meeting according to the next paragraph 3 and to proceed themselves to the publishing, according to those specified in the previous section upon expenses of the company.


3.    In the event of petition of shareholders, who represent on twentieth (1/20) of the deposited share capital, the Chairman of the General Meeting is obliged to adjourn only once the adoption of resolutions about all or particular issues of the general or the specified meeting, by appointing a date of meeting for the adoption of resolutions, the date referred in the petition, which cannot exceed more than thirty (30) days from the day of the adjournment. The General Meeting upon adjournment is not continuance of the previous and it is not needed the repetition of the publicity provisions of the invitation of the shareholders, and also new shareholders may participate therein abiding by the provisions of articles 27 par.2 and 28 of the Codified Law 2190/1920.


4.    Upon petition of any shareholder, which is submitted to the company at least five (5) days prior to the general meeting, the Board of Directors, is obliged to give to the General Meeting the requested particular information regarding the affairs of the company, to the extent that these are useful for the correct estimation of the issues of the daily agenda. The Board of Directors may deny granting the information for sufficient reason, by recording the corresponding justification in the minutes.
5.    In the event of petition of shareholders representing one twentieth (1/20) of the paid share capital, which be submitted to the company five (5) full days prior to the regular general meeting, the Board of Directors must announce at the General Meeting of Shareholders the amounts paid for any reason whatsoever over the last two years to the Directors or Managers of the company, together with any other rendering of the Company to the foregoing persons or any other contract of the company entered into the above persons for reason whatsoever. The Board of Directors may refuse providing the information required to be given, for a good reason, which must be recorded to the minutes.

6.    In the event of petition of the shareholders representing one fifth (1/5) of the paid in share capital, submitted to the company within the period referred in paragraph 4 hereof, the Board of Directors is obliged to provide at the General Meeting any information related to the course of the company’s affairs and works as well as the property status of the company. The Board of Directors may deny granting the information for sufficient reason, by recording the corresponding justification in the minutes.

7.    Regarding the cases of paragraphs 5 and 6 hereof, any dispute regarding the substantiation of the reason, is regulated by the competent One-Member Court of First Instance sitting at the seat of the Company at the injunction measures procedure.


8.    In the event of petition of shareholders representing one twentieth (1/20) of the paid in share capital, the adoption of resolutions on the daily agenda is exercised upon name call.


9.    In all the above cases of this article, the petitioners-shareholders must prove their capacity as shareholders and the number of the shares they possess at the exercise of the corresponding right. Such evidence is the lodging of their shares according to article 11 hereof.


10.    Shareholders of the company representing at least on twentieth (1/20) of the paid in share capital, are entitled to request the audit of the Company by the One-Member Court of First Instance sitting at the place of the seat of the company. Such audit is ordered if it is believed from the denounced acts, that the provisions of the General Meeting of Shareholders are violated. The petition of audit must be submitted within three (3) years after the approval of the financial statements of the financial year in which were exercised the denounced acts.


11.    Shareholders of the company representing one third (1/3) of the paid in share capital, have the right to request the audit of the company by the competent Court, referred in the previous paragraph, if from the entire course of the company’s affairs is believed that the Administration of the company’s affairs is not exercised as imposed by the moral and reasonable management.


12.    Shareholders who exercise the right of the above paragraphs 10 and 11 hereof, must prove at the Court that they possess the shares that give them the right to request the audit of the company. Such proof is also the lodging of the shares pursuant to article 11 of the Articles of Association.

 


 

 

 
    Contact Us
  • Telephone: +30 210 629-3000
  • Email: info@fourlis.gr
  • Address: 18-20 Sorou Str.
    Building Α', Maroussi, GR-15125, Athens
© 2016 FOURLIS Group, All rights reserved.