Articles of Association

ANNOUNCEMENT

Registration in the General Commercial Registry (G.E.M.I.) and publication on the website of the G.E.M.I. of the data of the société anonyme under the name “EPSILON NET INFORMATION TECHNOLOGY, EDUCATION AND HIGH TECHNOLOGY PRODUCTS SOCIÉTÉ ANONYME”.

On 01.06.2023, our decision (ADA: ΨΔ8Χ46ΜΤΛΡ- ΧΘ7) with number 2970700 AP/01.06.2023 was registered in the General Commercial Registry (G.E.M.I.) with Entry Code No. 3628574, which approved the amendment of article 8 of the Articles of Association of the société anonyme under the name “EPSILON NET INFORMATION TECHNOLOGY, EDUCATION AND HIGH TECHNOLOGY PRODUCTS SOCIÉTÉ ANONYME” with the G.E.M.I. no. 38383705000, according to the decision of the Extraordinary General Meeting of the company’s shareholders dated 30.05.2023.

On the same date, the new codified text of the Articles of Association along with the above amendments was registered in the General Commercial Registry and constitutes an integral part of this announcement.

 

The Head of the Directorate
Dimosthenis Georgopoulos

 

 

NEW
TEXT OF THE ARTICLES OF ASSOCIATION
of the société anonyme
“EPSILON NET – Information Technology, Education and High Technology Products Société Anonyme” with the distinctive title “EPSILON NET S.A.”
and with G.E.M.I. no. 38383705000
as amended by the decision 
of the Extraordinary General Meeting of its Shareholders dated 30/05/2023.

 

(Having regard to the original text of the notarial deed of incorporation of the Notary Public of Thessaloniki Georgia Paraskevopoulou-Galiti, with number 7035 / 15-07-1999, which was approved with number 17 / 8940 / 23-07-1999 Decision of the Regional Governor of Thessaloniki and published in the Government Gazette (T.I.F.-LTD) with number 6383 / 04-08-1999 , in which text all the amendments approved to date have been included and incorporated, on the one hand published in the Government Gazette (T.I.F.-LTD) with number 259 / 13-01-2000 , 5080 / 28-06-2001 , 344 / 16-01-2002 , 342 / 16-01-2002 , 2445 / 04-04-2002 , 9078 / 02-09-2002 , 10614 / 17-10-2002 , 10055 / 02-10-2002 , 3475 / 08-05-2003 , 2497 / 24-03-2004 , 3566 / 03-05-2004 , 4344 / 19-05-2004 , 4347 / 19-05-2004 , 2651 / 18-04-2006 , 14366 / 21-12-2007 , 6356 / 04-07-2008 , 13561 / 29-11-2010 , 7662 / 29-07-2011 , 13917 / 05-12-2012 , 6591 / 08-10-2013 , 7941 / 31-07-2014 , 9870 / 23-09-2014 , and on the other hand registered in the General Commercial Registry (G.E.M.I.) through the G.E.M.I. Service of the Chamber of Small and Medium Sized Industries of Thessaloniki, with entry code number (Κ.Α.Κ.) 337423 / 09-03-2015 , 701502 / 26-07-2016 , 1607593 / 24-12-2018 , 1804247 / 29-07-2019 , 2004215 / 06-12-2019 , 2675456 / 008-11-2021 and 2860373 / 13-05-2022 , while its transitional provisions have been omitted).

 

CHAPTER A’
NAME-PURPOSE-REGISTERED OFFICE-DURATION
ARTICLE 1

1. The name of the company is set to ”EPSILON NET – Information Technology, Education and High Technology Products Société Anonyme”, with the distinctive title: ”EPSILON NET S.A.”.
2. For international transactions of the company, the name will be used in exact translation or in Latin characters.

 

ARTICLE 2

The purpose of the company is:

1. The production and marketing of computer programmes (Software).
2. The production and marketing of computers, information technology and communication products.
3. The provision of services, installation, support operation and training of computer systems and programmes.
4. The production and marketing of high technology products combining the computer transmission of images, designs and information to any interested party either via the Internet or online.
5. The organization of educational seminars and lectures for the training and education of business managers and other individuals on financial, tax and other issues.
6. The provision of consulting, organisation and preparation of studies on economic, administrative and other issues concerning business.
7. The processing, import – export and marketing of the above items and services.
8. The sale of telecommunications products and services in general, fixed and mobile telecommunications.
9. The development of all the above activities using e-commerce methods.
10. The resale and marketing of books and magazines.
11. The financing and financial coordination, as well as the management of the companies in which it participates.
12. The financing of businesses, the provision of guarantees, the issuance of letters of guarantee in favour of third parties whose activities are relevant and assist in the realisation of the company’s objectives.
13. The publication, production and marketing of magazines and books.
14. Commissions from the promotion and brokerage of products, goods and general services of third parties of whatever legal form they have, domestic or foreign.
15. The procurement, sale, purchase and general trading of electricity within the Greek territory in accordance with the Law, including the import and export of electricity to and from the Greek territory, the acquisition of electricity transmission rights through the international electricity interconnections of Greece for the purpose of exporting and importing electricity and the provision of consulting services regarding the Greek energy market.
16. The cooperation with insurance companies for the distribution of insurance products in accordance with the applicable provisions.
17. The mediation, as an Insurance Consultant, in the conclusion of insurance contracts in return for a commission. To realize this purpose, the company will study the market, present and propose insurance solutions to cover the needs of customers with insurance contracts on behalf of insurance companies or insurance agents or brokers or insurance consultants’ coordinators.
18. The provision of private education and vocational training services through the establishment and operation of the respective education and training institutions. To achieve this purpose, the company may: a) establish and operate Colleges as providers of non-formal post-secondary education and training services in accordance with the requirements of Law no. 3696/2008 and the relevant circulars and ministerial decisions issued in implementation thereof, as well as any future amendments thereto; b) establish and operate private Institutes of Vocational Training (IIEK), LIFELONG LEARNING CENTRES LEVEL ONE (Ke.Di.Vi.M1), LIFELONG LEARNING CENTRES LEVEL TWO (Ke.Di.Vi.M2), FOREIGN LANGUAGE CENTRES, as well as to cooperate with other companies operating the above (IIEK, Ke.Di.Vi.M1 and Ke.Di.Vi.M2 and FOREIGN LANGUAGE CENTRES); c) conclude agreements and partnerships with universities abroad, mediate in the provision of information to students wishing to study at universities abroad, prepare their admission to them, exchange educational programmes with these universities and participate in the implementation of national and Community programmes with these universities; d) participate in any business with a similar or relevant purpose of any type of company and be active in all areas of education and research; e) cooperate with any natural or legal person in any way; f) establish branches or agencies or offices anywhere in Greece or abroad; g) represent any business in Greece or abroad with the same or similar purpose, h) trade scientific writings and other books used for the achievement of its scientific work; i) create, rent and operate residential accommodation as student residences; j) rent or sell the whole system of operation and name to third parties (franchising); and k) rent, purchase suitable accommodation for education and training institutions and do everything else necessary for the proper and advantageous operation of these (education and training institutions).
19. Provision of catering services.

 

ARTICLE 3

The registered office of the company is the Municipality of Pylaia – Chortiatis in the Regional Unit of Thessaloniki, where it indicts and is prosecuted for any dispute and in cases of special or concurrent jurisdiction according to the Code of Civil Procedure, in which case it could be prosecuted outside its registered office.

By decision of its Board of Directors, the company may establish branches in any city in Greece or abroad or abolish any existing ones, while at the same time determining and modifying the juridical capacity of each branch, in order to fulfil its statutory purposes.

 

ARTICLE 4

1. The duration of the company is set at fifty (50) years, starting from the registration of the present Articles of Association together with the approval decision of the establishment of this company in the Registry of the Directorate of Commerce.
2. The General Meeting of the shareholders of the company may, by a decision amending this article, extend or shorten the duration of the company.

 

CHAPTER B’
SHARE CAPITAL – SHARES-SHAREHOLDERS
ARTICLE 5

The share capital of the company was initially set at 20,000,000 drachmas divided into 200,000 shares with a nominal value of 100 drachmas each.

By the decision of the Extraordinary General Meeting dated 6.4.2001, the Share Capital was increased by the amount of 10,310,000 drachmas through the issue of 103,100 shares with a nominal value of 100 drachmas each. The issue price of the 103,100 new shares is set at the amount of 1,325 drachmas each, i.e. the total increase of the Share Capital amounts to 136,607,500 drachmas.

By the decision of the Extraordinary General Meeting of 28.9.2001 it was decided to cancel the above increase and to increase the Share Capital again by the amount of 10,310,000 drachmas by issuing 103,100 shares with a nominal value of 100 drachmas each. The issue price of the 103,100 new shares is set at 1,325 drachmas each, i.e. the total increase amounts to 136,607,500 drachmas. The above par difference, which will arise from the disposal of the above shares, amounting to 126,297,500 drachmas, will be credited to the company’s account ”DIFFERENCE FROM ISSUE OF SHARES ABOVE PAR”.

By the decision of the Extraordinary General Meeting of 22.12.2001 the share capital of the company is increased by the amount of 3,773,600 drachmas by issuing 37,736 new shares with a nominal value of 100 drachmas each. The issue price of the 37,736 new shares is set at the amount of 1,325 drachmas each, i.e. the total increase of the Share Capital amounts to 50,000,200 drachmas. The above par difference resulting from the disposal of the above shares, amounting to 46,226,600 drachmas, will be credited to the company’s account ”DIFFERENCE FROM SHARE ISSUANCE ABOVE PAR”.

After the above increase the share capital of the company amounts to 34,083,600 drachmas and is divided into 340,836 shares with a nominal value of 100 drachmas each.

By the decision of the Extraordinary General Meeting of 11.3.2002 it was decided:

a) the increase of the Share Capital by 758,360.1 drachmas (or 2,225.56 €),

b) the increase of the nominal value of the share by 2,225 drachmas,

c) the conversion of the Share Capital and the nominal value of the share in EUROS, so that the Share Capital of the company, after the increase, amounts to €102,250.80 and is divided into 340,836 shares with a nominal value of €0.30 each.

At the Ordinary General Meeting of 30.6.2002 it was unanimously decided:

1,846,014 new shares of nominal value of €0.30 each are issued, resulting:

1. From the capitalization of the difference from the issue of shares above par of 506,306.97 €
2. From the capitalization of the tax-free reserve of Law no. 1828/89 for the 1999 financial year, worth 6,177.55 €
3. From the capitalization of the tax-free reserve of Law no. 1828/89 for the financial year 2000, worth 14,365.37 €.
4. From the capitalization of the balance of the 1999 profit for the financial year, worth 8,631.85 € and
5. From the capitalization of part of the balance of the profit for the financial year 2000, worth € 18,322.46.

Therefore, the total Share Capital amounts to € 656,055.00 divided into 2,186,850 shares of nominal value of € 0.30 each.

At the Ordinary General Meeting of 21.4.2004 it was unanimously decided to increase the share capital of the company by 352,635.00 €, by capitalization:

1. of the balance of retained earnings for the 2000 financial year, amounting to € 8.36,
2. the balance of retained earnings for the financial year 2001, amounting to 81,531.18 €,
3. the balance of retained earnings for the financial year 2002, amounting to 96,102.48 € and
4. part of the balance of retained earnings for the financial year 2003, amounting to 174,992.98 €, meaning a total amount of 352,635.00 €, for which 1,175,450 new common nominal shares with a nominal value of 0.30 € each are issued.

Therefore, the share capital of the company now amounts to € 1,008,690.00 divided into 3,362,300 common nominal shares of nominal value of € 0.30 each.

By the decision of the Extraordinary General Meeting of 22.04.2004, the share capital of the company was increased by the amount of € 35,268.00, by cash payment, through the issue of 117,560 new common nominal shares with a nominal value of € 0.30 each. The issue price of the 117,560 new ordinary nominal shares is set at €4.25 each. The above par difference, which will arise from the disposal of the above shares, amounting to 464,362.00 €, will be credited to the company’s account ”DIFFERENCE FROM ISSUE OF SHARES ABOVE PAR”.

After the above increase, the share capital of the company amounts to 1,043,958.00 € and is divided into 3,479,860 common nominal shares with a nominal value of 0.30 € each.

At the Extraordinary General Meeting of 23.04.2004 it was unanimously decided:

The increase of the Company’s Share Capital by 464,358.00 € by capitalizing an equal amount of the account ”DIFFERENCE FROM SHARE ISSUANCE TO THE SHAREHOLDER ABOVE PAR”, for which 1,547,860 new common nominal shares of nominal value of 0.30 € each are issued.

Therefore, the total Share Capital now amounts to € 1,508,316.00, divided into 5,027,720 common nominal shares of nominal value of € 0.30 each.

By the decision of the Extraordinary General Meeting of 11.5.2004, the Share Capital of the company was increased by the amount of 378,069.00 € by issuing 1,260,230 new common nominal shares with a nominal value of 0.30 € each.

After the above increase, the company’s share capital amounts to € 1,886,385.00 and is divided into 6,287,950 common nominal shares of nominal value of € 0.30 each.

The decision of the Extraordinary General Meeting of 9.7.2004 cancels the decision of the Extraordinary General Meeting of 11.5.2004 on the increase of the Share Capital.

In addition, it is again decided to increase the Share Capital by the amount of € 503,100.00 by issuing 1,677,000 new common nominal shares with a nominal value of € 0.30 each.

After the above increase the share capital of the company amounts to € 2,011,416.00 and is divided into 6,704,720 common nominal shares of nominal value of € 0.30 each.

The decision of the Extraordinary General Meeting of 8.11.2004 cancels the decision of the Extraordinary General Meeting of 9.7.2004 on the increase of the Share Capital.

In addition, it is again decided to increase the Share Capital by the amount of € 503,100.00 by issuing 1,677,000 new common nominal shares with a nominal value of € 0.30 each.

After the above increase the share capital of the company amounts to € 2,011,416.00 and is divided into 6,704,720 common nominal shares of nominal value of € 0.30 each.

The decision of the Extraordinary General Meeting of 8.4.2005 cancels the decision of the Extraordinary General Meeting of 8.11.2004 on the increase of the Share Capital.

In addition, it is again decided to increase the Share Capital by the amount of € 503,100.00 by issuing 1,677,000 new common nominal shares with a nominal value of € 0.30 each.

After the above increase the share capital of the company amounts to € 2,011,416.00 and is divided into 6,704,720 common nominal shares of nominal value of € 0.30 each.

The decision of the Extraordinary General Meeting of 30.11.2005 annuls the decision of the Extraordinary General Meeting of 8.4.2005 on the increase of the Share Capital.

Therefore, the total Share Capital now amounts to € 1,508,316.00, divided into 5,027,720 common nominal shares of nominal value of € 0.30 each.

By decision of the Extraordinary General Meeting of 7.12.2007, it was decided to increase the Company’s Share Capital by the amount of one hundred and sixty-eight thousand Euro (168,000.00 €), through the issue of five hundred and sixty thousand (560,000) new common nominal shares with a nominal value of thirty cents (0.30 €) each.

Following the above increase, the share capital of the Company amounts to one million six hundred and seventy six thousand three hundred and sixteen Euros (€ 1,676,316.00), divided into five million five hundred and eighty seven thousand seven hundred and twenty (5,587,720) common nominal shares, each with a nominal value of thirty cents (€ 0.30).

By the decision of the Ordinary General Meeting of 30.06.2014, it was decided to increase the Company’s Share Capital by the amount of five hundred and two thousand eight hundred and ninety-four euros and eighty cents (€ 502,894.80) by capitalizing part of the reserve “Difference from the issue of shares above par” and by increasing the nominal value of each share of the Company by € 0.09.

By the decision of the Ordinary General Meeting of 30.06.2014, it was decided to reduce the Company’s Share Capital by the amount of five hundred and two thousand eight hundred and ninety-four euros and eighty-four cents (€ 502,894.80), by reducing the nominal value of each share of the Company by € 0.09.

Following the aforementioned decisions of the Ordinary General Meeting of 30.06.2014, the Company’s Share Capital amounts to one million six hundred and seventy-six thousand three hundred and sixteen Euros (€ 1,676,316.00), divided into five million five hundred and eighty-seven thousand seven hundred and twenty (5,587,720) common nominal shares, each with a nominal value of thirty cents (€ 0.30).

By the decision of the Ordinary General Meeting of 30.06.2016, it was decided to increase the Company’s Share Capital by the amount of five hundred and two thousand eight hundred and ninety-four euros and eighty cents (€ 502,894.80) by capitalizing part of the reserve “Difference from the issue of shares above par” and by increasing the nominal value of each share of the Company by € 0.09.

By the decision of the Ordinary General Meeting of 30.06.2016, it was decided to reduce the Company’s Share Capital by the amount of five hundred and two thousand eight hundred and ninety-four euros and eighty-four cents (€ 502,894.80), by reducing the nominal value of each share of the Company by € 0.09.

Following the aforementioned decisions of the Ordinary General Meeting of 30.06.2016, the Company’s Share Capital amounts to one million six hundred and seventy-six thousand three hundred and sixteen Euros (€ 1,676,316.00), divided into five million five hundred and eighty-seven thousand seven hundred and twenty (5,587,720) common nominal shares, each with a nominal value of thirty cents (€ 0.30).

By the decision of the Extraordinary General Meeting of 19.12.2018, it was decided to increase the share capital of the company by the amount of € 1,676,316.00, with capitalization of the following reserves: 1) Tax Free Reserve of Law no. 2601/98, amount 1,371,092.40 €, 2) Special Tax Free Investment Reserve article 22 of Law no. 1828/89, amount 54,438.74€ and 3) Special Tax Free Investment Reserve article 2 of Law no. 3220/04, amount 250,784.86€. The said increase will be carried out through the issue of 5,587,720 new nominal shares, with a nominal value of € 0.30 each.

Following the above decision, the Company’s Share Capital amounts to three million three hundred and fifty two thousand six hundred and thirty two euros (€3,352,632.00), divided into eleven million one hundred and seventy five thousand four hundred and forty (11,175,440) common nominal shares, each with a nominal value of thirty cents (€0.30).

By the decision of the Extraordinary General Meeting of 19.12.2018, it was decided to increase the Company’s Share Capital by the amount of four hundred forty-six thousand two hundred and one euros and seventy-nine cents (446,201.79 €) by capitalizing part of the reserve “Difference from the issue of shares above par” and by increasing the nominal value of each share by the amount of 0.039927 €.

By the decision of the Extraordinary General Meeting of 19.12.2018, it was decided to reduce the Company’s Share Capital by the same amount, i.e. by the amount of four hundred forty-six thousand two hundred and forty-one euros and seventy-nine cents (446,201.79), which has resulted from the capitalization of part of the reserve “Difference from the issue of shares above par”, with a reduction in the nominal value of each of its shares by an amount of €0.039927.

Following the above decisions of the Extraordinary General Meeting of 19.12.2018, the Company’s Share Capital amounts to three million three hundred and fifty two thousand six hundred and thirty two euros (€3,352,632.00), divided into eleven million one hundred and seventy five thousand four hundred and forty (11,175,440) common nominal shares, each with a nominal value of one thirty cent (€0.30).

By the decision of the Extraordinary General Meeting of 15.11.2019, it was decided to increase the share capital of the Company by the amount of 667,368.00 euros, by cash payment through the issue of 2.224.560 new common nominal shares with voting rights, each with a nominal value of 0.30, with the cancellation of the preemptive rights of the existing shareholders of the Company. Any difference between the nominal value of the newly issued shares and the issue price will be credited to the Company’s special equity account “reserve from the issue of shares above par”.

After the above increase, the share capital of the company amounts to 4,020,000.00 € and is divided into 13.400.000 common nominal shares with a nominal value of 0.30 € each.

By the decision of the Extraordinary General Meeting of 03.11.2021, it was decided to reduce the nominal value of each share from €0.30 to €0.075 with a simultaneous increase in the total number of shares from 13,400,000 to 53,600,000 common nominal shares (split) and the replacement of each one (1) old common nominal share with four (4) new common nominal shares. Following the reduction of the nominal value of the Company’s shares and the increase of the total number of shares, the Company’s share capital, which remains unchanged and amounts to €4,020,000, is divided into 53,600,000 common nominal shares, each with a nominal value of €0.075.

By the decision of the Board of Directors of the company of 03.05.2022 and in the context of the annual implementation of the Share Allocation Plan approved by the Ordinary General Meeting of Shareholders of 30 June 2021 to managers and staff of the company and its affiliated companies within the meaning of article 32 of Law no. 4308/2014, the share capital was increased by the amount of forty-five thousand Euro (€ 45,000.00), through the issue of six hundred thousand (600,000) of new common nominal shares, with a nominal value of €0.075 each and an issue price of sixty euro cents (€0.60) per share, the difference between the issue price of the above new shares and their nominal value, in the amount of three hundred and fifteen thousand euros (€315,000.00), to be paid into a special reserve account marked “Difference from the issue of shares above par”. Following the above, the Company’s share capital amounts to four million sixty five thousand Euros (€4,065,000) and is divided into fifty four million two hundred thousand (54,200,000) common nominal shares, each with a nominal value of €0.075.

 

ARTICLE 6
INCREASE IN SHARE CAPITAL

1. For a period not exceeding five years from the establishment of the company, the Board of Directors has the right, by decision of the Board of Directors, taken by a majority of at least two thirds (2/3) of all its members, to increase the capital in whole or in part by issuing new shares for an amount not exceeding three times the original capital. The above authority may also be granted to the Board of Directors by decision of the General Meeting, for a period not exceeding five years. In this case, the capital may be increased by an amount not exceeding three times the capital existing on the date on which the Board of Directors is authorized to increase the capital. This authority of the Board of Directors may be renewed by decision of the General Meeting for a period not exceeding five years for each renewal granted. Each renewal shall take effect from the expiry of the period of validity of the preceding one. The decisions of the General Meeting to grant or renew the power of the board of directors to increase the share capital shall be made public.
2. Increases in the share capital decided in accordance with par. 1 of this article (extraordinary increases) constitute an amendment to the company’s Articles of Association.
3. In every case of an increase in the share capital, the decision of the competent body of the company must indicate at least the amount of the increase, the manner and the time limit for its coverage, the number and type of shares to be issued, the nominal value and the price at which they will be issued.
4. In case of an increase of the share capital, which is carried out by a decision of the General Meeting, taken by an increased/exceptional quorum and majority (ordinary increase) and referred to (i.e. the exceptional quorum and majority of the General Meeting) in article (25) hereof, the General Meeting may authorize the Board of Directors to decide on the determination of the price of the new shares. The duration of the authorization shall be specified in the relevant decision of the General Meeting and may not exceed one (1) year. In this case, the time limit for payment of the capital shall commence from the date of the decision of the Board of Directors determining the price at which the shares are to be offered. The authorization shall be subject to publicity.
5. The deadline for payment of the capital increase is set by the body that took the relevant decision and may not be less than fourteen (14) days nor more than four (4) months from the date on which the decision was registered in the G.E.M.I.
6. The payment of cash to cover the initial share capital or any increases thereof, as well as shareholders’ deposits for the purpose of future share capital increase, must be made by deposit in a special account of the company held in a credit institution operating legally in Greece or in a country of the European Economic Area (EEA).
7. The timely payment or non-payment of the capital must be certified. The certification of the payment of the share capital must take place within one (1) month from the expiry of the deadline for payment of the amount of the increase, in order to certify whether or not the share capital has been paid by the shareholders of the company. The certification is made by a report of a statutory auditor-accountant or an auditing firm, at the discretion of the Board of Directors. This report shall be made public in accordance with article 12 of Law no. 4548/2018.

 

ARTICLE 7
SHARES

1. The company’s shares are ordinary, nominal and intangible. The time of their issue is defined as the time of their registration in the archives of “HELLENIC EXCHANGES S.A.” (formerly S.A. “HELLENIC CENTRAL SECURITIES DEPOSITORY S.A.”). All other matters relating to the issuance of the shares shall be regulated by the Board of Directors. A shareholder vis-à-vis the company is considered to be the person registered in the securities registers of the company “HELLENIC EXCHANGES S.A.”.
2. The issue price of the shares cannot be set below par. In the case of an issue of shares in excess above par, the resulting difference may not be used to pay dividends or percentages, but may: (a) be capitalized or (b) be set off against the company’s losses, unless there are reserves or other funds which by law may be used to set off such losses.
3. The shares and the rights attached to them are indivisible vis-à-vis the company. Shares can be the subject of a communion. If a share is owned or held by more than one person, the partners must nominate a common representative to the company. As long as they do not indicate him, the rights arising from the shares shall be suspended, and statements relating to the shareholding of the shareholders may be made validly to any of them. Instead of indicating a common representative, the partners may request the court to appoint a trustee under article 790 of the CC.

 

ARTICLE 8
RIGHTS AND OBLIGATIONS OF SHAREHOLDERS
PREEMPTIVE RIGHT

1. Shareholders exercise their rights related to the administration of the company only by participating in the General Meeting. The rights and obligations of each share follow its legal owner, and its ownership automatically implies acceptance of the Articles of Association and the decisions of the General Meeting of Shareholders and the Board of Directors, which are taken within their jurisdiction and the law.
2. Each share entitles the holder to one (1) vote at the General Meeting, subject to the provisions of article 50 of Law no. 4548/2018 for the holding of own shares by the company. All the rights of the shareholders arising from the share are compulsory in proportion to the percentage of the capital represented by the share. In the case of several classes of shares, the principle of equity applies to all shares of the same class.
3. In any case of an increase in the share capital that is not made by means of a contribution in kind or the issue of bonds with the right to be converted into shares, a preemptive right is granted to the entire new capital or the bond loan in favour of the shares existing at the time of issue, depending on their participation in the existing share capital. The preemptive right shall be exercised within the time limit set by the body of the company which decided on the increase. This period may not be less than fourteen (14) days.
4. In the event that the company’s body that decided on the share capital increase has failed to set the deadline for the exercise of the preemptive right, the Board of Directors shall set this deadline by decision of the Board of Directors within the time limits provided for by article 20 of Law no. 4548/2018.
5. The invitation to exercise the preemptive right, which must also mention the deadline within which this right must be exercised, shall be submitted, with the attention of the Company, to the public. The notification of the deadline for exercising the preemptive right, as described above, may be omitted if shareholders representing the entire capital were present at the General Meeting and were aware of the deadline set for the exercise of the preemptive right or declared their decision on the exercise or non-exercise of the preemptive right. Publication of the notice may be replaced by registered letter ‘on proof’.
6. If, in the event of a share capital increase, following the exercise of the preemptive rights of existing shareholders, there are still unissued shares, these will be offered in priority to the existing shareholders who have already exercised their preemptive rights. In the event that any unissued shares are not taken up in whole or in part by the aforementioned existing shareholders, they may be disposed of by the Board of Directors of the company at its discretion, at a price not lower than the price paid by the existing shareholders.
7. The preemptive right may be limited or abolished by a decision of the General Meeting, taken by an increased quorum and majority. In order to take this decision, the Board of Directors must submit a written report to the General Meeting stating the reasons for the limitation or abolition of the preemptive right and justifying the price or the minimum price proposed for the issue of new shares. The relevant report of the Board of Directors and the decision of the General Meeting shall be made public.
8. For the amendment or repeal of par. (6) of this Article, the decisions of the General Meeting shall be taken by a majority of 93% plus one of the votes represented at the General Meeting.

 

CHAPTER C’
BOARD OF DIRECTORS
ARTICLE 9
COMPOSITION-TERM OF OFFICE OF THE BOARD OF DIRECTORS

1. The company is governed by the Board of Directors consisting of three (3) to fifteen (15) members, elected by the General Meeting with an absolute majority of the votes represented at the Meeting. Directors, whether shareholders or not, are always eligible for re-election and are freely recallable.
2. Alternate members of the Board of Directors may be elected, the number of which shall be determined by the relevant decision of the General Assembly that elects them and shall be within the limit referred to in the above paragraph. Alternate members may be used only to replace, in accordance with article 12 hereof, a member or members of the Board of Directors who have resigned, died or otherwise lost their status. Alternate members will replace any or specific member of the elected members, depending on the act of election.
3. Alternate members may attend meetings of the Board of Directors without voting and may speak at the discretion of the Chairman.
4. A legal person may also be a member of the Board of Directors. In this case, the legal person is obliged to appoint a natural person to exercise the powers of the legal person as a member of the Board of Directors. This designation shall be made public, in accordance with article 13 of Law no. 4548/2018. The natural person is jointly and severally liable with the legal person for the corporate management. Failure of the legal entity to appoint a natural person to exercise the respective powers within fifteen (15) days of the appointment of the legal entity as a member of the Board of Directors shall be deemed to be a resignation of the legal entity from the position of member.
5. The term of office of the members of the Board of Directors is five years. Exceptionally, the term of office of the Board of Directors shall be extended until the expiry of the period within which the next Ordinary General Meeting must be convened and until the relevant decision is taken.

 

ARTICLE 10
POWERS – RESPONSIBILITIES OF THE BOARD OF DIRECTORS

1. The Board of Directors is responsible for the administration and representation of the Company, the management of its assets and the general pursuit of its purpose. It decides on all general issues concerning the Company, within the framework of the corporate purpose, with the exception of those which, according to the Law and the Articles of Association, belong to the exclusive competence of the General Meeting.
2. The Board of Directors may delegate the exercise of some or all of the company’s administration and representation powers, except those requiring collective action, to one or more persons, members of the Board of Directors, employees of the company or third parties, while determining the extent of such delegation. Such persons may further delegate the exercise of the powers delegated to them or part thereof to other members of the Board of Directors, employees of the company or third parties, on condition that this is provided for in the relevant decision of the Board of Directors.
3. For any act of representation of the Company, the signature of the legal representative under the company name, his/her name and the indication of his/her capacity is sufficient. The use of a corporate seal is not required.
4. Acts of the Board of Directors, even if they are beyond the corporate purpose, bind the Company vis-à-vis third parties, unless the third party was aware of the exceeding of the corporate purpose or, taking into account the circumstances, could not have been unaware of it. The burden of proving the circumstances that remove the Company’s commitment in accordance with the preceding paragraphs shall be borne by the company itself. Compliance with the publicity formalities concerning the Company’s Articles of Association or amendments thereto does not constitute proof alone.

 

ARTICLE 11
ESTABLISHMENT OF THE BOARD OF DIRECTORS

1. The Board of Directors shall, immediately after its election, convene and constitute itself, electing the Chairman and, if it so desires, one or more Vice-Chairmans.
2. The Board of Directors may elect from among its members one or more Managing Directors and their deputy or deputies, specifying at the same time their responsibilities.
3. The Chairman of the Board of Directors chairs its meetings and exercises the powers provided for by law and the Articles of Association. The Chairman, when he is absent or prevented from attending, shall be replaced by the Vice-Chairman and, when he is prevented from attending, by a Director appointed by decision of the Board of Directors.

 

ARTICLE 12
SUBSTITUTION-REPLACEMENT OF A MEMBER OF THE BOARD OF DIRECTORS

1. In the event of resignation or death or any other loss of status of the Board of Directors, the Board of Directors may elect members to replace those who have been missed. This election is allowed if the above members cannot be replaced by alternate members elected by the General Meeting. Election by the Board of Directors shall be by decision of the remaining members, if there are at least three (3), and shall be valid for the remainder of the term of office of the member being replaced. The decision of the election shall be made public and announced by the Board of Directors at the forthcoming General Meeting, which may replace the elected members, even if no item is on the agenda.
2. Alternatively, in the event of resignation, death or any other loss of status of the Board of Directors, the remaining members may continue to manage and represent the company without replacing the missing members in accordance with paragraph 1, provided that their number exceeds half of the members as they were before the occurrence of the above events. In any case, these members may not be less than three (3).
3. The remaining members of the Board of Directors, regardless of their number, may convene a General Meeting for the sole purpose of electing a new Board of Directors.

 

ARTICLE 13
CONVOCATION OF THE BOARD OF DIRECTORS

1. The Board of Directors must convene at the Company’s registered office whenever the law, the Articles of Association or the needs of the Company so require. The Board of Directors may also hold valid meetings in Athens, where the company has a branch office.
2. The Board of Directors may validly convene at another place outside the Company’s registered office, either in Greece or abroad, provided that all its members are present or represented at the meeting and none of them opposes the holding of the meeting and the taking of decisions.
3. The meeting of the Board of Directors may be held by videoconference for some or all members. In this case, the notice to the members of the Management Board shall include the necessary information and technical instructions for their participation in the meeting. In any case, any member of the Governing Board may request that the meeting be held by teleconference as far as he or she is concerned if he or she resides in a country other than the country where the meeting is being held or if there is another important reason, in particular illness or disability.
4. The Board of Directors shall be convened by the Chairman or his/her deputy, with a notice to its members, at least two (2) working days before the meeting and at least five (5) working days if the meeting is to be held outside the Company’s headquarters. The notice must clearly state the items on the agenda, otherwise decisions may only be taken if all members of the Board of Directors are present or represented and no one objects to the decision.
5. The convocation of the Board of Directors may be requested by two (2) of its members at the request of the Chairman or his/her deputy, who shall convene the Board of Directors within seven (7) days of the submission of the request. The application must, under penalty of inadmissibility, clearly state the issues to be dealt with by the Board of Directors. If the Board of Directors is not convened by the Chairman or his/her deputy within the above deadline, the members who requested the meeting are allowed to convene the Board of Directors within five (5) days from the expiry of the above seven (7) days deadline, by notifying the other members of the Board of Directors of the relevant notice.

 

ARTICLE 14
REPRESENTATION OF MEMBERS – QUORUM-MAJORITY

1. The absent director may be represented by another director. Each director may represent only one absent director.
2. The Board of Directors shall constitute a quorum and hold a valid meeting when more than one-half of the Directors are present or represented, but in no case shall the number of Directors present or represented be less than three (3). Any resulting fraction shall be omitted for the purpose of determining the quorum.
3. Decisions of the Board of Directors shall be validly taken by an absolute majority of the directors present and those represented, except in the case of par. 1 of article 6 hereof.
4. In the event of a tie, the Chairman of the Board of Directors shall have the casting vote.

 

ARTICLE 15
MINUTES OF THE BOARD OF DIRECTORS

1. The discussions and decisions of the Board of Directors are summarily recorded in a special book kept electronically. At the request of a member of the Board of Directors, the Chairperson shall be required to enter an accurate summary of his/her opinion in the minutes. A list of the members of the Board of Directors present or represented at the meeting shall also be entered in this register.
2. The minutes of the Board of Directors shall be signed by the members present. If a member refuses to sign, a note to this effect shall be made in the minutes. Copies of the minutes shall be formally issued by the Chairman or another person designated for that purpose by the Board of Directors, without further authentication being required.
3. Copies of the minutes of the general meeting, for which there is an obligation to register them in the G.E.M.I., according to article 12 of Law no. 4548/2018 or other provisions, are submitted to the competent G.E.M.I. department within twenty (20) days from the meeting of the general meeting.
4. The preparation and signing of minutes by all members of the Board of Directors or their representatives shall be equivalent to a decision of the Board of Directors, even if no meeting has been held beforehand. This arrangement also applies if all directors or their representatives agree to have a majority decision recorded in minutes without a meeting. The minutes shall be signed by all the directors. The minutes drawn up in accordance with the above shall be entered in the minutes book in accordance with par. 1 of this Article.
5. The signatures of the directors or their representatives may be replaced by an exchange of messages by email or other electronic means.

 

ARTICLE 16
COMPENSATION FOR MEMBERS OF THE BOARD OF DIRECTORS

1. The members of the Board of Directors are entitled to receive remuneration or other benefits in accordance with the law and the provisions of the Articles of Association and, where applicable, the company’s remuneration policy. Remuneration or benefits granted to a member of the Board of Directors and not regulated by law and the Articles of Association shall be borne by the company only if approved by a special decision of the General Meeting.
2. Remuneration to members of the Board of Directors for services to the company on the basis of a special relationship, such as, but not limited to, an employment contract, a project or a mandate, is paid under the conditions of articles 99 to 101 of Law no. 4548/2018.
3. The General Meeting may authorized an advance payment of remuneration for the period until the next ordinary General Meeting. The advance payment of the remuneration is subject to its approval by the next Ordinary General Meeting.

 

ARTICLE 17
NON-COMPETITION CLAUSE – TRANSACTIONS WITH RELATED PARTIES

1. Members of the Board of Directors who participate in any way in the management of the company, as well as its directors, are prohibited, without the permission of the General Meeting or a relevant provision of the Articles of Association, from acting on their own account or on behalf of third parties, in acts falling within the purposes of the company, as well as from participating as general partners or as sole shareholders or partners in companies pursuing such purposes.
2. In case of culpable violation of the prohibition of the preceding paragraph, the company is entitled to claim compensation. It may, however, instead of compensation, demand, in the case of acts performed on behalf of the consultant or director him/herself, that these acts be deemed to have been performed on behalf of the company, and in the case of acts performed on behalf of a third party, that the company be paid the remuneration for the mediation or that the relevant claim be assigned to the company.
3. These claims expire after one (1) year from the date the above actions were announced at a Board of Directors meeting or notified to the company. However, the statute of limitations shall be five (5) years after the prohibited act.
4. The conclusion of any contracts of the company with persons referred to in paragraph 2 of article 99 of Law no. 4548/2018, as well as the provision of insurance and guarantees to third parties for the benefit of such persons, without special permission granted by decision of the Board of Directors or, under the terms of article 100 of Law no. 4548/2018, of the General Meeting of Shareholders.
5. The authorization for the company to enter into a transaction with a related party or to provide securities and guarantees to third parties for the benefit of the related party in accordance with the preceding article shall be granted by a decision of the Board of Directors, which shall be valid for six (6) months. For reconvened contracts with the same person, a single procurement authorization may be issued, defining the characteristics of the contracts and valid for one (1) year.
6. Within ten (10) days from the publication of the announcement of the granting of the authorization by the Board of Directors pursuant to par. 5 of this article, shareholders representing one twentieth (1/20) of the share capital may request the convening of a General Meeting to decide on the issue of granting the authorization. The contract referred to in par. 4 of this article or the provision of a guarantee or security, for which permission has been granted by the Board of Directors, shall be considered valid only after the expiry of the ten (10) day period or the receipt of the permission by the General Meeting or the written declaration of all the shareholders to the company that they do not intend to request the convening of the General Meeting.
7. If by the time permission is granted by the General Meeting, the contract referred to in par. 4 of this article has already been concluded or the guarantee or security has been provided, then the granting of permission by the General Meeting shall be cancelled if shareholders representing one twentieth (1/20) of the capital represented at the Meeting object to it.
8. In case the transaction concerns a shareholder of the company, this shareholder does not participate in the voting of the General Meeting and is not counted for the formation of the quorum and the majority. Similarly, other shareholders with whom the counterparty is linked to a relationship subject to par. 2 of article 99 of Law no. 4548/2018.
9. If the authorization to conclude the contract was granted by the General Meeting, any amendments to the contract may be made with the authorization of the Board of Directors, unless the General Meeting has reserved the right to grant such authorization itself.
10. The Board of Directors announces the granting of permission for a transaction either by itself or by the General Meeting, as well as the expiry of the deadline of par. 3 of article 100 of Law no. 4548/2018. This notice shall be made public before the completion of the transaction. The aforementioned announcement shall include at least information: (a) as to the nature of the company’s relationship with the related party, (b) the date and value of the transaction, (c) any other information necessary to evaluate whether the transaction is fair and reasonable for the company and persons who are not a related party, including minority shareholders, and shall be accompanied by the report referred to in par. 10 of this article. A transaction between a related person and a subsidiary of the company is also subject to the publicity formalities.

 

CHAPTER D’
GENERAL MEETING
ARTICLE 18
COMPETENCE OF THE GENERAL MEETING

1. The General Meeting of the Company’s shareholders is the supreme body of the Company and is entitled to decide on any matter concerning the Company. Its decisions are also binding on the shareholders who are absent or dissenting.
2. The General Meeting is the only one competent to decide on: a) Amendments to the Articles of Association. Amendments are also considered to be ordinary or extraordinary increases and decreases in the capital; b) The election of members of the board of directors and auditors; c) The approval of the overall management according to article 108 of the Law no. 4548/2018 and the discharge of the auditors; d) The approval of the annual and consolidated financial statements; e) The appropriation of the annual profits; f) The approval of the provision of remuneration or advance remuneration in accordance with article 109 of Law no. 4548/2018; g) The approval of the remuneration policy of article 110 and the remuneration report of article 112 of Law no. 4548/2018; h) The merger, division, conversion, revival, extension of the duration or dissolution of the company and i) Appointment of liquidators.
3. The provisions of the preceding paragraph do not apply to: a) Capital increases or capital adjustment acts expressly assigned by law or the Articles of Association to the Board of Directors, as well as increases imposed by the provisions of other laws; b) The amendment or adjustment of provisions of the Articles of Association by the Board of Directors in cases where the law expressly so provides; c) The appointment by the Articles of Association of the first Board of Directors; d) The election of directors by the Articles of Association, pursuant to Article 82 of Law no. 4548/2018, replacing directors who have resigned, died or lost their status in any other way; e) The absorption in accordance with articles 35 and 36 of the c.Law no. 4691/2019 of a société anonyme by another société anonyme that holds one hundred percent (100%) or ninety percent (90%) or more of its shares; f) The possibility of allocating temporary dividends in accordance with paragraphs 1 and 2 of Article 162 of Law no. 4548/2018; g) The possibility of allocation according to par. 3 of article 162 of Law no. 4548/2018 of profits or optional reserves in the current financial year by a decision of the Board of Directors, subject to publication.

 

ARTICLE 19
CONVENING OF GENERAL MEETINGS – TYPES OF GENERAL MEETINGS

1. The General Meeting must convene at the company’s registered office or in the district of another municipality within the district of the registered office or another municipality adjacent to the registered office at least once every financial year, at the latest by the tenth (10th) calendar day of the ninth month following the end of the financial year, in order to decide on the approval of the annual financial statements and the election of auditors (ordinary general meeting). The Ordinary General Meeting may decide on any other matter within its competence. The General Meeting may also convene in the district of the municipality where the headquarters of the Athens Exchange is located.
2. The General Meeting, without prejudice to par. 2 of article 121 of Law no. 4548/2018 shall convene in extraordinary meeting whenever the board of directors deems it appropriate or necessary (extraordinary general meeting).
3. The General Meeting convened to amend the Articles of Association or to take decisions requiring a quorum and a majority (Statutory General Meeting) may be ordinary or extraordinary.

 

ARTICLE 20
NOTICE – AGENDA OF THE GENERAL MEETING

1. The General Meeting, with the exception of reconvened General Meetings and those assimilated to them, must be convened at least twenty (20) days before the date set for its meeting, including non-working days. The day of publication of the notice of the general meeting and the day of its meeting shall not be counted. In the case of a reconvened General Meeting, the notice shall be published at least ten (10) full days in advance. However, no further notice is required if the original notice had already set the time and place of the reconvened meeting, provided that at least five (5) days elapse between the cancelled meeting and the reconvened meeting.
2. The General Meeting shall be convened by the Board of Directors. The General Meeting may also be convened at the request of the minority, in accordance with article 29 of these Articles of Association. The company’s auditor may also request the convening of a General Meeting by submitting a request to the Chairman of the Board of Directors. This meeting must be convened by the Board of Directors within ten (10) days of the service of the request and shall have as its agenda the items contained in the request. If a General Meeting is not convened within this period, the provisions of par. 1 of article 141 of Law no. 4548/2018 are applied accordingly.
3. The notice of the General Meeting shall include at least the exact address of the premises, the date and time of the meeting, the items on the agenda in clear terms, the shareholders entitled to attend and precise instructions on how shareholders may attend the Meeting and exercise their rights in person or by proxy or, where appropriate, at a distance. In addition, the notice, in addition to the above:(a) include information on at least:
4. aa) the rights of the shareholders of par. 2, 3, 6 and 7 of article 141 of Law no. 4548/2018, indicating the deadline within which each right may be exercised, or alternatively, the deadline by which such rights may be exercised. Detailed information on these rights and the conditions for exercising them should be made available with an explicit reference to the notice on the company’s website,
5. bb) the procedure for exercising voting rights by proxy and in particular the forms used by the company for this purpose, as well as the means and methods provided for in the Articles of Association, pursuant to par. 5 of article 128 of Law no. 4548/2018, for the company to accept electronic notifications of appointment and revocation of representatives, and
6. cc) the procedures for the exercise of the right to vote by mail or by electronic means, if applicable in accordance with the provisions of articles 125 and 126 of Law no. 4548/2018
7. b) determine the date of registration, as provided for in par. 6 of article 124 of Law no. 4548/2018, noting that only persons who are shareholders on that date have the right to participate and vote in the General Meeting,
8. c) publish the place where the full text of the documents and draft decisions provided for in par. 4 of article 123 of Law no. 4548/2018, as well as the manner in which they may be obtained, and
9. d) indicate the address of the company’s website where the information referred to in par. 3 and 4 of article 123 of Law no. 4548/2018.
10. No notice for a General Meeting is required if shareholders representing the entire capital are present or represented at the meeting and none of them opposes the holding of the meeting and the adoption of decisions (universal general meeting).
11. The notice to the General Meeting is published upon its registration in the Company’s record at the General Electronic Commercial Registry (G.E.M.I). In addition to the publication of the notice in the General Electronic Commercial Registry (G.E.M.I), the full text of the notice shall be published within the deadline set out in par. 1 of this article and on the company’s website, and shall be made public within the same deadline, in a manner that ensures rapid and non-discriminatory access to it, by means deemed reasonably reliable in the discretion of the Board of Directors, for the effective dissemination of information to the investing public, such as print and electronic media as appropriate.

 

ARTICLE 21
SHAREHOLDERS’ RIGHTS BEFORE THE GENERAL MEETING

1. Ten (10) days before the Ordinary General Meeting, the company makes available to its shareholders its annual financial statements, as well as the relevant reports of the Board of Directors and the auditors. The company fulfils this obligation by posting the relevant information on its website.
2. From the day of publication of the notice to convene the General Meeting until the day of the General Meeting, the company shall make available to its shareholders at its registered office at least the following information: a) the notice to convene the General Meeting; b) the total number of shares and voting rights embodied in the shares on the date of the notice, indicating also separate totals per class of shares; and c) the forms to be used for voting by proxy or representative and, if applicable, the forms to be used for voting by proxy or representative and, if applicable, the voting rights of the shareholders for voting by mail and for voting by electronic means, unless such forms are sent directly to each shareholder.
3. In addition to the above information of paragraph (2), from the day of publication of the notice to convene the General Meeting until the day of the General Meeting, the company makes available to the shareholders at its registered office, the documents to be submitted to the General Meeting, a draft decision for each item of the proposed agenda or, if no decision has been proposed for approval, a comment of the Board of Directors, as well as the draft decisions proposed by the shareholders, in accordance with paragraph 3 of article 141 of Law no. 4548/2018, immediately after their receipt by the company.
4. The company shall post the information referred to in par. 2 and 3 on its website. If it is not possible for technical reasons to access the forms of subsection c’ of par. 3 via the internet, the company shall note on its website how to obtain the relevant forms in hard copy and send them free of charge to any shareholder who requests them.

 

ARTICLE 22
PERSONS ENTITLED TO PARTICIPATE IN THE GENERAL MEETING – REPRESENTATION

1. A person possessing the status of a shareholder at the beginning of the fifth day before the day of the initial meeting of the General Meeting (record date) may participate in the general meeting (initial and reconvened). The above record date shall also apply in the case of an adjourned or reconvened meeting, provided that the adjourned or reconvened meeting is not more than thirty (30) days from the record date. If this is not the case or if in the case of a reconvened general meeting a new notice is published, in accordance with the provisions of article 130 of Law no. 4548/2018, the person possessing the status of a shareholder at the beginning of the third day before the day of the adjourned or reconvened session of the general meeting may participate in the General Meeting. Proof of shareholding may be provided by any legal means and in any case on the basis of information received by the company from the Central Securities Depository if it provides registry services or through the participants and registered intermediaries in the Central Securities Depository in any other case.
2. The shareholder may participate in the general meeting in person or by proxy.
3. A proxy acting for more than one shareholder may vote differently for each shareholder.
4. The shareholder may appoint a proxy for one or more General Meetings and for a fixed term. The proxy shall vote in accordance with the shareholder’s instructions, if any. Any failure of a delegate to comply with the instructions received shall not affect the validity of the decisions of the General Meeting, even if the delegate’s vote was decisive in reaching a majority.
5. The appointment and revocation or replacement of the proxy or representative shall be made in writing or by electronic means and shall be submitted to the company at least forty-eight (48) hours before the date set for the meeting. Each shareholder may appoint up to three (3) proxies. However, if the shareholder holds company shares which appear in more than one securities account, this restriction does not prevent the shareholder from appointing different proxies for the shares appearing in each securities account in relation to a particular General Meeting. The granting of power of attorney is freely revocable.
6. The shareholder’s representative is obliged to notify the company before the beginning of the General Meeting of any specific fact that may be useful to the shareholders in assessing the risk that the representative may serve interests other than the shareholder’s interests. For the purposes of this paragraph, a conflict of interest may arise in particular where the representative: (a) is a shareholder exercising control over the company or another legal person or entity controlled by that shareholder; (b) is a member of the Board of Directors or, in general, of the administration of the company or a shareholder exercising control over the company or another legal person or entity controlled by a shareholder exercising control over the company, (c) is an employee or auditor of the company or of a shareholder controlling the company or another legal person or entity controlled by a shareholder controlling the company; (d) is the spouse or a first-degree relative of one of the natural persons referred to in points (a) to (c).
7. Shareholders who do not comply with the provisions of par. 5 of this article shall participate in the General Meeting, unless the General Meeting refuses such participation for an important reason justifying its refusal.

 

ARTICLE 23
ATTENDANCE OF NON-SHAREHOLDERS AT THE GENERAL MEETING

1. The members of the Board of Directors and the company’s auditors are also entitled to attend the general meeting.
2. The chairman of the general meeting may, under his/her responsibility, allow the presence at the meeting of other persons, not possessing the status of a shareholder or being shareholder representatives, provided that this would not conflict with the interests of the company. Such persons shall not be deemed to participate in the meeting for the sole reason that they spoke on behalf of a shareholder present or at the invitation of the chairman.

 

ARTICLE 24
SIMPLE QUORUM AND MAJORITY OF THE GENERAL MEETING

1. The General Meeting is quorate and meets in a valid manner on the items on the agenda when shareholders representing at least one fifth (1/5) of the paid-up share capital are present or represented.
2. If such a quorum is not achieved, the General Meeting shall reconvene within twenty (20) days from the date of cancelled meeting, following at least ten (10) full days’ notice, unless the procedure of article 20 par. 1 last subsection of this article. This reconvened General Meeting shall constitute a quorum and shall convene in session for the items on the original agenda, whatever the proportion of the paid-up share capital represented at the meeting.
3. The decisions of the General Meeting are taken by an absolute majority of the votes represented at the meeting.

 

ARTICLE 25
EXCEPTIONAL QUORUM AND MAJORITY OF THE GENERAL MEETING

1. Exceptionally, the General Meeting is quorate and meets validly on the items on the agenda, when shareholders representing at least half (1/2) of the paid-up share capital are present or represented at the meeting, when decisions are concerned: a) the change in the nationality of the company; b) the change in the scope of the business; c) the increase in shareholders’ liabilities; d) the regular increase in the share capital, unless required by law or made through the capitalization of reserves; e) the reduction of the share capital, unless made in accordance with par. 5 of article 21 or par. 6 of article 49 of Law no. 4548/2018; f) the change in the way of profit allocation; g) the merger, division, conversion, revival, extension of the duration or dissolution of the company; h) the granting or renewal of authority to the Board of Directors to increase the share capital, in accordance with par. 1 of article 24 of Law no. 4548/2018; and i) in any other case specified by law that the General Meeting decides with an increased quorum and majority.
2. If the quorum referred to in the preceding par. is not reached, a new general meeting shall be convened within twenty (20) days of the meeting that was cancelled, convened at least ten (10) days in advance. This reconvened general meeting shall constitute a quorum and convene validly on the items on the original agenda, when shareholders representing at least one fifth (1/5) of the paid-up share capital are present or represented. No further notice is required if the original notice had already set the time and place of the reconvened meeting, provided that at least five (5) days elapse between the cancelled meeting and the reconvened meeting.
3. Decisions on the items referred to in par. 1 of this article shall be taken by a two-thirds (2/3) majority of the votes represented at the meeting.

 

ARTICLE 26
CHAIRMAN – SECRETARY OF THE GENERAL MEETING

1. Until the election of its chairman, which is carried out by the same session with a simple majority, the General Meeting is chaired by the chairman of the Board of Directors or his/her deputy.
2. The Chairman of the Meeting may be assisted by a secretary and a teller, elected in the same way. The President examines the regularity of the convocation of the General Meeting, the identity and legitimacy of those present, the accuracy of the minutes, directs the debate, puts the issues to the vote and announces the result of the latter.

 

ARTICLE 27
ITEMS FOR DISCUSSION – VOTING METHOD – MINUTES OF THE GENERAL MEETING

1. The discussions and decisions of the General Meeting are limited to the items on the agenda. At the General Meeting the voting is open. The general meeting may decide by open vote that voting on any or all items on the agenda shall be by secret vote.
2. Voting by secret vote is not permitted in cases where remuneration is paid to members of the Board of Directors, and where the law requires open voting.
3. The result of the vote shall be announced by the Chairman of the General Meeting as soon as it is established. The company, under the responsibility of its Board of Directors, shall publish on its website the results of the voting within five (5) days at the latest from the date of the General Meeting, specifying for each decision at least the number of shares for which valid votes were cast, the proportion of the share capital represented by these votes, the total number of valid votes, as well as the number of votes for and against each decision and the number of abstentions.
4. The discussions and decisions taken at the General Meeting shall be summarised in a special minute book. A list of the shareholders present or represented at the General Meeting shall be entered in the same book. At the request of a shareholder, the chairman of the General Meeting is obliged to record a summary of his/her opinion in the minutes. The Chairman of the General Meeting shall be entitled to refuse to register an opinion which relates to items clearly not included in the agenda, or the content of which is clearly contrary to good morals or the law.
5. Copies of the minutes of the General Meeting, for which there is an obligation to register them in the G.E.M.I., according to Art. 12 of Law no. 4548/2018 or other provisions, are submitted to the competent G.E.M.I. service within twenty (20) days from the meeting of the general meeting.
6. Copies and extracts of the minutes shall be certified by the Chairman of the Board of Directors or his/her legal representative.

 

ARTICLE 28
APPROVAL OF OVERALL MANAGEMENT

1. By decision of the General Meeting, taken by open vote after the approval of the annual financial statements, the overall management that took place during the respective financial year may be approved. However, the company’s waiver of claims against the members of the Board of Directors or other persons or the company’s settlement with them may be effected only under the conditions of par. 7 of article 102 of Law no. 4548/2018.
2. The members of the Board of Directors shall be entitled to participate in the vote on the approval of the overall management in accordance with paragraph 1 of this Article only if they hold shares which they own or as representatives of other shareholders, provided that they have been authorized to do so with express and specific voting instructions. The same applies to the company’s employees.

 

ARTICLE 29
MINORITY RIGHTS – REQUEST FOR EXTRAORDINARY AUDIT

1. Upon request of shareholders representing one twentieth (1/20) of the paid-up capital, the Board of Directors shall convene an Extraordinary General Meeting of shareholders, setting a date for the meeting, which must not be more than forty-five (45) days from the date of delivery of the request to the Chairman of the Board of Directors. The request shall contain the item on the agenda. If a General Meeting is not convened by the Board of Directors within twenty (20) days from the service of the relevant request, the meeting shall be convened by the requesting shareholders at the company’s expense, by a decision of the court, issued in the procedure for interim measures. This decision shall specify the time and place of the meeting and the agenda. The decision is not subject to appeal.
2. Upon request of shareholders representing one twentieth (1/20) of the paid-up capital, the Board of Directors is obliged to include additional items in the agenda of a General Meeting that has already been convened, if the relevant request is received by the Board of Directors at least fifteen (15) days prior to the General Meeting. Additional items must be published or disclosed, under the responsibility of the Board of Directors, in accordance with article 122 of Law no. 4548/2018, at least seven (7) days before the General Meeting. The request for the inclusion of additional items in the agenda shall be accompanied by a justification or a draft decision for approval at the General Meeting and the revised agenda shall be published in the same way as the preceding agenda, thirteen (13) days before the date of the General Meeting and at the same time shall be made available to the shareholders on the company’s website, together with the justification or the draft decision submitted by the shareholders in accordance with the provisions of par. 4 of article 123 of Law no. 4548/2018. If these items are not published, the requesting shareholders are entitled to request the adjournment of the General Meeting, in accordance with par. 5 of article 141 of Law no. 4548/2018 and to publish it themselves, as specified in the preceding subsection, at the company’s expense.
3. Shareholders representing one twentieth (1/20) of the paid-up capital have the right to submit draft decisions on items included in the original or any revised agenda of the General Meeting. The relevant application must be received by the Board of Directors at least seven (7) days before the date of the General Meeting, and the draft decisions are made available to the shareholders in accordance with the provisions of par. 3 of article 123 of Law no. 4548/2018, at least six (6) days before the date of the General Meeting.
4. The Board of Directors shall not be obliged to include items on the agenda or to publish or disclose them, together with a statement of reasons and draft decisions submitted by shareholders in accordance with par. 2 and 3, respectively, if their content is manifestly contrary to law or morality.
5. At the request of a shareholder or shareholders representing one twentieth (1/20) of the paid-up capital, the Chairman of the Meeting is obliged to adjourn only once the adoption of decisions by the General Meeting, ordinary or extraordinary, on all or certain items, setting the date for the continuation of the meeting, the date specified in the shareholders’ request, which may not be more than twenty (20) days from the date of the adjournment. The adjourned General Meeting is a continuation of the preceding General Meeting and does not require the repetition of the formalities for the publication of the notice to the shareholders. New shareholders may also participate in this Meeting, subject to the relevant participation formalities and the provisions of par. 1 of article 22 of this article.
6. At the request of any shareholder, submitted to the company at least five (5) full days before the General Meeting, the Board of Directors is obliged to provide the General Meeting with the requested specific information on the company’s affairs, insofar as it is relevant to the items on the agenda. There is no obligation to provide information where the relevant information is already available on the company’s website, in particular in the form of questions and answers. Also, at the request of shareholders representing one twentieth (1/20) of the paid-up capital, the Board of Directors is obliged to announce to the General Meeting, if it is an ordinary meeting, the amounts paid during the last two years to each member of the Board of Directors or the directors of the company, as well as any benefit to these persons from any cause or contract of the company with them. In all the above cases, the Board of Directors may refuse to provide the information for good cause, which shall be recorded in the minutes. Such a reason may be, in the circumstances, the representation of the applicant Shareholders on the Board of Directors, pursuant to articles 79 or 80 of Law no. 4548/2018. In the cases referred to in this paragraph, the Board of Directors may reply in a single reply to requests from shareholders with the same content.
7. Upon the request of shareholders representing one tenth (1/10) of the paid-up capital, submitted to the company within the deadline of par.6, the Board of Directors is obliged to provide the General Meeting with information on the progress of the company’s affairs and the company’s assets. The Board of Directors may refuse to provide the information for compelling substantial reasons, which shall be recorded in the minutes. Such a reason may be, in the circumstances, the representation of the applicant Shareholders on the Board of Directors, pursuant to articles 79 or 80 of Law no. 4548/2018, provided that the respective members of the Board of Directors have received the relevant information in an adequate manner.
8. In the cases referred to in par. 6 and 7 of this Article, any dispute as to the validity or otherwise of the reasons for the refusal of the Board of Directors to provide the information shall be decided by the court in a decision issued in the course of the interim measures procedure. In the same decision, the court also orders the company to provide the information it refused. The decision is not subject to appeal.
9. Upon request of shareholders representing one twentieth (1/20) of the paid-up capital, the vote on an item or items on the agenda shall be by open vote.
10. Upon the request of any shareholder, submitted at any time, the Board of Directors must, within twenty (20) days, inform the shareholder of the amount of the company’s capital, the classes of shares issued and the number of shares of each class, especially preferred stocks, with the rights that each class confers, as well as any reserved shares, both in terms of their number and the restrictions provided for. The shareholder will also be entitled to know how many and what kind of shares he/she owns, as they appear in the shareholders’ book. If the above information is already posted on the company’s website, it does not need to be provided, but the shareholder should be advised where to look for it. This paragraph shall not apply to companies with shares listed on a regulated market.
11. In all cases referred to in this article, the applicant shareholders must prove their shareholding status and, except in the case of the first subsection of par. 6, the number of shares held at the time of exercising the relevant right. Proof of shareholding may be provided by any legal means and in any case on the basis of information received by the company from the Central Securities Depository if it provides registry services or through the participants and registered intermediaries in the Central Securities Depository in any other case.
12. Shareholders of the company representing at least one twentieth (1/20) of the paid-up capital have the right to request an extraordinary audit of the company by a court of law, which hears the case on a voluntary jurisdiction.
13. Shareholders of the company, representing one half (1/2) of the paid-up capital, are entitled to request the court to audit the company, if from the whole course of the company, but also on the basis of specific indications, it becomes credible that the administration of the company’s affairs is not exercised as required by good and prudent management.

 

CHAPTER E’
AUDIT
ARTICLE 30
AUDITORS

1. The annual financial statements of sociétés anonymes are audited by at least one statutory auditor-accountant, in accordance with the provisions of Law no. 4449/2017 of Law no. 4308/2014 and in accordance with any other specific provision regulating these issues. Statutory auditors are always eligible for re-election.
2. The audit referred to in the preceding paragraph is a condition of the validity of the approval of the annual financial statements by the General Meeting.
3. The auditors have, at any time during their term of office, the right to audit any books and accounts of the company, and are obliged after the end of the financial year to audit the annual financial statements, submitting to the Ordinary General Meeting a report on their audit findings. This report must clearly show, after verification of the accuracy and legality of the entries in the company’s books, the annual accounts showing its financial situation at the closing date and the results of the financial year. The auditors also have the right to request the Chairman of the Board of Directors to call an Extraordinary General Meeting. This Meeting shall be convened by the Board of Directors within ten (10) days of the service of the relevant request on the Chairman of the Board of Directors, and shall have as its agenda the contents of the request.
4. Within five (5) days from the meeting of the General Meeting that elected the auditors, the company must announce their appointment and if they do not renounce this appointment within five (5) days, they are deemed to have accepted and have all the responsibilities and obligations under the law.
5. The auditors referred to in this article may be reappointed, but not for more than five (5) consecutive fiscal years. A subsequent reappointment may not take place until two (2) full terms have elapsed.

 

CHAPTER F’
ANNUAL ACCOUNTS – PROFIT ALLOCATION
ARTICLE 31
FINANCIAL YEAR

The financial year is a twelve-month period beginning on the first (1st) of January and ending on the thirty-first (31st) of December of each year.

 

ARTICLE 32
ANNUAL FINANCIAL STATEMENTS AND ANNUAL REPORTS

1. At the end of each financial year, the Board of Directors prepares the annual financial statements and annual consolidated financial statements in accordance with the provisions of Law no. 4308/2014 and articles 145 et seq. of Law no. 4548/2018.
2. In order for the General Meeting to take a valid decision on the financial statements prepared by the Board of Directors, they must be signed by three different persons, namely: a) the Chairman of the Board of Directors or his/her deputy; b) the Managing Director or the appointed director and, if there is no such director or if his/her capacity coincides with that of the above persons, by a member of the Board of Directors appointed by the Board of Directors; and (c) the legally responsible accountant certified by the Hellenic Economic Chamber as a holder of a Class A licence for the preparation of financial statements.
3. The aforementioned persons, in case of dissent as to the legitimacy of the way the financial statements are prepared, must state their objections in writing to the General Meeting.
4. The annual management report and where applicable in accordance with article 152 of Law no. 4548/2018, the corporate governance statement, approved by the Board of Directors and signed by the persons referred to in cases a’ and b’ of par. 2 of this article.
5. The consolidated financial statements, the consolidated management report and, where applicable, the consolidated corporate governance statement shall be signed by one or more persons who bind the company and by the person responsible for their preparation.
6. The annual and consolidated financial statements are approved by the General Meeting.
7. Within twenty (20) days from their approval by the Ordinary General Meeting, the company publishes in the G.E.M.I. a) the annual financial statements legally approved by the Ordinary General Meeting, b) the management report and c) the opinion of the statutory auditor-accountant or the audit firm where required.

 

ARTICLE 33
ALLOCATION OF PROFITS

1. The net profit of the company is reflected in the income statement and is the net profit arising in accordance with the applicable legislation.
2. Each year at least one twentieth (1/20) of the net profits shall be deducted to form a regular reserve. The deduction for the formation of a reserve ceases to be mandatory as soon as it reaches at least one third (1/3) of the capital. The ordinary reserve is used exclusively before each dividend allocation to offset any debit balance in the profit and loss account.
3. Without prejudice to the provisions of the Law and the Articles of Association on the reduction of the capital, no allocation may be carried out to the shareholders if, on the date of the end of the last financial year, the total equity of the company (net worth), as determined by law, is or, after such allocation, will become less than the amount of the capital, increased by: (a) reserves, the allocation of which is prohibited by law or the articles of association; (b) other credit items in net worth which are not permitted to be allocated; and (c) amounts of credit items in the income statement which are not realised profits. The amount of capital provided for in the preceding subsection shall be reduced by the amount of capital which has been paid up but not paid in, where the latter does not appear on the assets side of the balance sheet.
4. The amount allocated to the shareholders may not exceed the amount of the results of the last financial year that has ended, increased by the profits from preceding financial years that have not been allocated, and the reserves for which allocation is authorized and decided by the General Meeting, and reduced by: (a) by the amount of credit items in the income statement that do not constitute realised profits; (b) by the amount of losses of preceding years; and (c) by the amounts required to be allocated for the formation of reserves in accordance with the law and the Articles of Association.
5. The concept of allocation referred to in par. 3 and 4 of this article shall include in particular the payment of dividends and interest on shares.
6. The net profits, if and to the extent that they can be allocated, in accordance with the above mentioned in paragraphs 3-5 of this article, shall be allocated by decision of the General Meeting in the following order: a) The amounts of the credit items of the profit and loss account, which do not constitute realised profits, shall be deducted; b) The reservation for the formation of an ordinary reserve, as provided for by this law and the Articles of Association, shall be deducted; c) The amount required for the payment of the minimum dividend, as defined in Article 161 of Law no. 4548/2018 shall be deducted; d) The balance of the net profits, as well as any other profits that may arise and be distributed in accordance with Article 159 of Law no.  4548/2018, shall be allocated as defined in the Articles of Association and the decisions of the General Meeting.
7. By decision of the Board of Directors, taken during the financial year, the allocation of temporary dividends is possible subject to the following conditions: a) financial statements are prepared which show that the necessary amounts exist for this purpose, b) the aforementioned financial statements are submitted to the publicity formalities two (2) months before the allocation. The amount to be allocated cannot exceed the amount of the profits resulting from par. 2 of article 159 of Law no. 4548/2018.

CHAPTER G’
DISSOLUTION – LIQUIDATION
ARTICLE 34
DISSOLUTION

1. The company is dissolved:
2. a) when its duration has expired, unless the General Meeting has previously decided to extend its duration,
3. b) by decision of the General Meeting, taken by a quorum and majority as provided for in article 2 of this Article,
4. c) when the company is declared bankrupt,
5. d) where the bankruptcy petition is rejected because the debtor’s assets are insufficient to cover the costs of the proceedings, and
6. e) by court decision, pursuant to Articles 165 and 166 of the Law no. 4548/2018.
7. In the event that the total equity of the company becomes less than half (1/2) of the capital, the Board of Directors is obliged to convene a General Meeting, within six (6) months from the end of the financial year, on the dissolution of the company or the adoption of another measure.

 

ARTICLE 35
LIQUIDATION

1. With the exception of bankruptcy, the dissolution of the company is followed by liquidation.
2. In cases a’ and d’ of par. 1 of article 34 of this article, the Board of Directors shall act as liquidator, unless the Articles of Association provide otherwise, until a liquidator is appointed by the General Meeting. In case b’ of par. 1 of the same article, the General Meeting shall appoint the liquidator by the same decision, otherwise the preceding subsection shall apply. In the case of article 165 of Law no. 4548/2018, the liquidator shall be appointed by the court in the decision declaring the dissolution of the company, otherwise the first subsection of this par. shall apply.
3. The General Meeting shall appoint two to three liquidators.
4. The appointment of liquidators shall automatically terminate the powers of the Board of Directors. If, however, the termination of its powers would jeopardise the interests of the company, the Board of Directors has an obligation vis-à-vis the company to continue the management until the liquidator takes up his/her duties.
5. As regards the liquidators, the provisions relating to the Board of Directors shall apply mutatis mutandis. The discussions and decisions of the liquidators shall be summarily recorded in the minutes of the Board of Directors.
6. The liquidators must, as soon as they take up their duties, take an inventory of the company’s assets and publish a balance sheet at the beginning of the liquidation, which is not subject to approval by the General Meeting. In any case, the inventory must be completed within three (3) months of taking up their duties.
7. The General Meeting of Shareholders retains all its rights during the liquidation.
8. The liquidators must wind up the company’s pending affairs without delay, convert the company’s assets into cash, pay its debts and collect its claims. They may also carry out new operations, provided that they serve the liquidation and the interests of the company.
9. Each year the liquidators shall draw up interim financial statements, which shall be submitted to the General Meeting of Shareholders with a report on the reasons which prevented the winding-up from being completed. The interim financial statements shall be made available to the public. In addition, financial statements shall be drawn up at the end of the liquidation, which shall be approved by the General Meeting and shall be made public. The General Meeting also decides on the approval of the overall work of the liquidators and on the discharge of the auditors.
10. On the basis of the approved financial statements at the end of the liquidation, the liquidators shall allocate the proceeds of the liquidation to the shareholders in accordance with their rights.

 

GENERAL PROVISION
ARTICLE 36

For those matters not regulated by the present Articles of Association, the provisions of Law no. 4548/2018 apply, as in force at any given time.

 

Thessaloniki 30-05-2023

 

FOR EPSILON NET S.A.

The Chairman of the Board & CEO

Michos N. Ioannis