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,   provided only that they participate in the general meeting.
 
2. 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. 
 
3. In the event of increase of the share capital which is not executed by a contribution in kind or issue of bonds with a right of their conversion in shares, a preemptive right is granted, in the entire new capital or bond loan, in favor of the shares already issued and existing at the time of issue, proportionally to their share in the existing share capital. 
 
After the lapse of the period, determined by the body of the company that decided the increase for the exercise of the preemptive right, which cannot be less than fourteen (14) days, the shares that have not been paid and taken, under the aforementioned, are distributed freely by the Board of Directors of the company. 
 
In case the body of the company that has decided the increase of the share capital omitted to specify the period for the exercise of the preemptive right, this period is specified upon a resolution of the Board of Directors within the time limits provided by article 20 of the L.4548/2018. 
 
The invitation for the exercise of the preemptive right, in which the period within which this right must be exercised must also be mentioned, is subject, upon the diligence of the Company, to publicity. Subject to the limitations of paragraph 1 of article 27 of Law 4548/2018, upon resolution of the general meeting taken with increased quorum and majority, the preemptive right may be restricted or withdrawn.
 
The publication of the invitation of shareholders for the exercise of the preemptive right may be replaced by registered mail with a “delivery against receipt”, which will be sent 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. After petition of shareholders representing one-twentieth (1/20) of the paid capital, the Board of Directors is obliged to convene an extraordinary general meeting of shareholders, determining the date of this meeting, which must be fixed within no more than forty five (45) days from the date of service of the petition to the president of the Board of Directors. The petition includes the object of the daily agenda. In case no general meeting is convened by the Board of Directors within twenty (20) days from the service of the relevant petition, the convocation of the meeting is exercised by the petitioners-shareholders at the company’s expense, by a court decision, issued in proceedings for interim measures. In this decision the place and the time of the meeting are specified, as well as the daily agenda. The court decision is not subject to remedies. 
 
2. After petition of shareholders, representing one-twentieth (1/20) of the paid capital, the Board of Directors is obliged to register in the daily agenda of the general meeting, that has already been convened, additional issues, provided the relevant petition is submitted to the Board of Directors at least fifteen (15) days prior to the general meeting. The additional issues must be published or announced, upon responsibility of the Board of Directors, pursuant to article 122 of L.4548/2018, at least seven (7) days prior to the general meeting. The petition for the registration of additional issues in the daily agenda is accompanied by justification or a draft of a decision to be submitted for approval in the general meeting and the revised daily agenda is published in the same manner as the previous daily agenda thirteen (13) days prior to the date of the general meeting and at the same time becomes available to the shareholders in the website of the company, together with the justification or the decision draft that has been submitted by the shareholders according to the provisions of par.4 of article 123 of L.4548/2018. If these issues are not published, the petitioners-shareholders are entitled to request an adjournment of the general meeting according to par.5 of article 141 of L.4548/2018 and to proceed by themselves to the publication, under the provisions of the previous sentence, at the company’s expense.
 
3. Shareholders representing one-twentieth (1/20) of the paid capital are entitled to submit drafts of decisions on issues included in the initial or any revised daily agenda of the general meeting. The relevant petition must be submitted to the Board of Directors at least seven (7) days prior to the date of the general meeting, and the drafts of the decisions become available to the shareholders, under the provisions in par.3 of article 123 of L.4548/2018, at least six (6) days prior to the date of the general meeting. 
 
4. The Board of Directors is not obliged to proceed to the registration of issues in the daily agenda nor to the publication or announcement of these issues together with a justification and with drafts of the decisions submitted by the shareholders, according to par.2 and 3, accordingly, if their content is apparently contrary to the law or the principles of morality. 
 
5. After petition of a shareholder or shareholders representing one-twentieth (1/20) of the paid capital, the President of the meeting is obliged to adjourn only once the adoption of resolutions by the general meeting, ordinary or extraordinary, on all or certain issues, specifying as the date for the continuation of the meeting, the date specified in the shareholders’ petition, which, however, must be specified within no more than twenty (20) days from the date of adjournment. The general meeting after the adjournment constitutes a continuation of the previous one, and the repetition of the publicity formalities of the invitation of shareholders is not required. In this meeting new shareholders can participate as well, under the respective participation formalities, as well as the provisions of par.2 of article 11 hereof.
 
6. After the petition of any shareholder, submitted to the company at least five (5) full days prior to the general meeting, the Board of Director is obliged to provide to the general meeting the requested specific information about the company’s affairs, to the extent that these are related to the issues of the daily agenda. There is no obligation for the provision of information, when the relevant information are already made available in the website of the company, in particular, in the form of questions and answers. Further, after petition of shareholders, representing one-twentieth (1/20) of the paid capital, the Board of Directors is obliged to notify the general meeting, provided it is an ordinary general meeting, of the amounts, which in the last two years were paid to each member of the Board of Directors or to the managers of the company, as well as any benefit granted to these persons under any cause or contract between the company and the aforementioned persons. In all these cases the Board of Directors may renounce the provision of information for sufficient due cause, which is written down in the minutes. Such cause may be, under the circumstances, the representation of the petitioners-shareholders in the Board of Directors, according to the articles 79 or 80 of L.4548/2018. In the cases of the previous paragraph, the Board of Directors may respond uniformly to petitions of shareholders with the same content.
 
7. Following a petition of the shareholders, representing one-tenth (1/10) of the paid capital, which is submitted to the company within the deadline of par.6, the Board of Directors is obliged to provide to the general meeting information about the progress of the company’s affairs and the financial status of the company. The Board of Directors may renounce the provision of information for sufficient due cause, which is written down in the minutes. Such cause may be, under the circumstances, the representation of the petitioners-shareholders in the Board of Directors, according to the articles 79 or 80 of L.4548/2018, provided the respective members of the Board of Directors have received the relevant information in a sufficient manner.
 
8. In cases of par.6 and 7 hereof, any doubt about the substantiation or not of the justification of the refusal of the Board of Directors to provide information, is resolved by the court issuing a decision in the proceedings for interim measures. Upon the same resolution, the court also obliges the company to provide information that has refused to give. The decision is subject to remedies. 
 
9. Following the petition of shareholders, representing one-twentieth (1/20) of the paid capital, the voting on an issue or issues of the daily agenda is performed by open vote. 
 
10.In all the cases of this article the petitioners-shareholders must prove that they have shares, and, except for the case of the first sentence of par.6, they must prove the number of shares they possess upon exercise of the relevant right. The evidence of the shareholding may be provided through any legal means and in any case under information received by the company from the central securities depository, if the latter is providing register services, or via the participants and registered intermediaries in the central securities depository in any other case. 
 
11. Shareholders of the company representing at least one-twentieth (1/20) of the paid capital are entitled to request an extraordinary audit of the company by the court adjudicating in non-contentious proceedings. The audit is ordered, in case it is speculated that the provisions of the law or the articles of association of the company or the decisions of the general meeting are violated by any alleged actions. In any case the petition for audit must be filed within three (3)years from the approval of the financial statements of the company’s fiscal year, within which the alleged actions were performed. 
 
12. Shareholders of the company representing one-fifth (1/5) of the paid capital are entitled to request from the court the audit of the company, provided that from its entire course of business, but also under specific indications, it can be believed that the management of the company’s affairs is not exercised as imposed by the prudent and consistent management. 
 
13. The court may decide that the representation of the petitioners-shareholders in the Board of Directors, according to articles 79 or 80 of L.4548/2018, does not justify the petition of the shareholders under the paragraphs 11 and 12 of this article. 

 


 

 

 
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