Extract from the Articles of Incorporation of the Company:

1. The business name of the company is “FOURLIS HOLDINGS S.A.” and its trade name “FOURLIS S.A.”. 

2. Seat of the company is the Municipality of Amaroussio, Attiki.

3. The term of the company is specified to June 13th of the year 2050.

4. The object of the company is: 
   A. a) the participation in domestic or foreign companies and enterprises, of any type that have been established or will be established, independently from their object or their legal type. 
       b) the investment in purchases of companies and participation in increases of share capitals of other companies. 
       c) the management of the company’s property (movable and immovable).
       d) any activity in general regarding movable or immovable property, industrial or commercial activity, similar or relative to the above referred activities that may facilitate its operation and its development. 
   B. The provision of consulting and other services to firms of any legal form and object in the fields of human resources management, management of information systems, financial management of programming and audit, financial management of  available assets and relations with investors, corporate responsibility, general administration, legal support, internal audit and management of investments in immovable property. 

5.   The share capital of the company reaches the amount of 42.124.018,41 Euro and is divided in 52.004.961 registered shares of nominal value of Euro 0,81 each share. 

6.   The shares of the company are ordinary, registered and intangible.

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

8.  Each share grants a right to one vote in the general meeting, without prejudice to the provisions of article 50 of the L.4548/2018. 

9.  The General Meeting of Shareholders of the Company is the supreme instrument of the Company and is entitled to resolve on any affair regarding the Company. Its legal resolutions bind also the absent or disagreeing Shareholders. 

10. The General Meeting is the only competent to decide on the: a) amendment of the articles of association. As amendments are also deemed the increases, ordinary or extraordinary, and the decreases of the capital. b) Election of the members of the Board of Directors and the auditors. c) Approval of the entire management under article 108 of L.4548/2018 and the discharge of the auditors from any liability. d) Approval of the annual and consolidated financial statements. e) Distribution of annual profits. f) Approval of the granting of remuneration and fees or of an advance payment of fees under article 109 of L.4548/2018. g) Approval of the payroll policy of the article 110 and the payroll report of the article 112 of L.4548/2018. h) Merger, splitting/division, conversion, revival, extension of the term or dissolution of the Company, and i) Appointment of liquidators.

11. The company is managed by the Board of Directors which is composed by five (5) to nine (9) members. Member of the board of directors may be a legal person that appoints a natural person for the exercise of its powers as member of the board of directors. 

12. The members of the Board of Directors are elected by the general meeting of shareholders of the company for five (5) years tenure, which is automatically extended up to the first regular general meeting after the expiry of their tenure. 

13. The members of the Board of Directors may be elected among the shareholders or third persons who may be reelected and be freely revoked. 

14. The Board of Directors is competent for the administration and representation of the Company and for the management of its property and in general for the pursuit of its object. It decides on all issues of the Company, in general, within the frame of the company’s scope and object, except for these issues which pursuant to the Law and these articles of association are subject to the exclusive competence of the general meeting. 

15. The Board of Directors may, only and exclusively in writing, assign the exercise of all its powers and duties, save these requiring a collective action, as well as the representation of the company to one or more persons, members of the Board of Directors, managers and employees of the company or third parties, by specifying at the same time the scope of such assignment as well. All these persons may, as long as it is provided by the relevant resolution of the Board of Directors, assign further the exercise of the powers entrusted to them or part of these powers to other members or third parties.

Related Files:

Fourlis Holdings - Articles of Association

 
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