«AS COMPANY S.A.»

COMMERCIAL - INDUSTRIAL COMPUTER AND TOY S.A.

General Commercial Registration No. 57546304000 (former Α.Μ.Α.Ε. No: 22949/06/Β/90/107)

 

INVITATION OF THE SHAREHOLDERS TO THE ANNUAL GENERAL MEETING

 

Pursuant to the Law and its Statute, the Board of Directors of the Company under the name "AS Commercial - Industrial Computer and Toy Societe Anonyme" invites its shareholders by its decision, dated on 30.05.2018, to the General Meeting, which will take place at the headquarters of the company, in Oreokastro, Ionia Street, Thessaloniki, on Wednesday, 21.06.2018, at 11:00 am.

The issues on the agenda are as follows:

 

ISSUES ON THE AGENDA

 

1. Submission and approval of the annual financial statements of the Company for the fiscal year 2017 (1/1 - 31/12/2017) accompanied with the relevant reports of the Board of Directors and the Auditor.
2. Resolution for the appropriation of profits concerning the fiscal year from 1st January 2017 to 31^st December 2017.
3. Discharge of the Board of Directors and Auditors from any liability for the activities of the fiscal year 2017 and approval of management operations and representation acts of the Board.
4. Election of an Auditing Firm for the fiscal year 2018 and approval of its remuneration.
5. Approval of remuneration and compensation paid to executive and non-executive members of the Board for the year 2017 and preapproval/ designation of remuneration and compensation of executive and non-executive members of the Board for the year 2018.
6. Election of the members of the Board of Directors, due to the expiry of the term of office of the outgoing BoD and definition of their capacities.
7. Election of the Audit Committee of Article 44 of Law 4449/2017.
8. Decrease of share capital of the Company for 656.301,00 euro by reducing the nominal value of each ordinary registered share from EUR 0,61 to 0,56 EUR, i.e. a decrease of 5 cents and refund to the shareholders, as well as amendment of article 5 of the current codified statute concerning the company`s share capital so as the above decrease will be depicted on the statute.
9. Approval of the new statute, following the integration of amendment of article 5.
10. Approval to the members of the Board of Directors and the directors of the company, in accordance with article 23 of the Codified Law 2190/1920, in order to participate in the Boards of Directors or in the management of other affiliated companies, within the meaning of Article 32 of Law 4308/2014, by conducting transactions within the scope of the Company's aim, on behalf of the affiliated companies.
11. Approval of guarantees in favor of the Romanian subsidiary “AS KIDS TOYS S.R.L.”.
12. Other Announcements - Approvals and General Interest Issues.

 

In the event of failure to reach the required quorum for a decision on the issues on the agenda or some of them, then, the 1st Repeat Annual General Meeting will be held on 2 July 2018, Monday at 9 a.m., at the above registered office of the company, without further invitation of the shareholders, in accordance with article 29 of Law 2190/1920.

 

According to K.N. 2190/1920, as amended and currently in force, the Company informs the shareholders about the following:

 

1. RIGHT OF PARTICIPATION AND VOTING

 

Any person appearing as a shareholder in the records of the Dematerialized Securities System managed by "Hellenic Exchanges SA" (E.X.A.E.), which holds the securities (shares) of the company, has the right to participate at the Ordinary General Meeting. Proof of shareholder`s status will be furnished by presenting a relevant written certificate of the aforementioned entity or, alternatively, by direct electronic connection of the company to the records of the entity. Shareholder`s status must be held at the beginning of the fifth day before the date of the General Meeting, i.e. on 16.06.2018 (record date), and the relevant written confirmation or electronic certification of shareholder`s capacity must be submitted to the company no later than the third (3rd) day before the General Meeting, i.e. on 18.06.2018.

At the repeat General Meeting, shareholders may participate under the same formal conditions as above. The shareholder`s status must be held at the beginning of the fourth day before the date of the meeting of the repeat General Meeting, i.e. on 28.06.2018 (record date), and the relevant written confirmation or electronic certification regarding shareholder`s capacity must be submitted to the company no later than the third day before the General Meeting, i.e. on 29.06.2018.

Only the person who holds the shareholder status has the right to participate and vote at the General Meeting on the above mentioned record dates. In case of non-compliance with the provisions of article 28a of Codified Law 2190/1920, the shareholder participates in the General Meeting only after its permission. It is noted that the exercise of the rights (participation and voting) does not imply the blocking of shares or any other similar procedure, which restricts the possibility of selling and transferring the shares, during the period between the record date and the date of the General Convention.

 

2. MINORITY RIGHTS OF SHAREHOLDERS

 

(a) At the request of the shareholders representing one twentieth (1/20) of the paid-up share capital, the Board of Directors of the company is obliged to include on the agenda of the General Meeting additional issues if the relevant application is received by the Board of Directors at least fifteen (15) days prior to the Ordinary General Meeting, i.e. until 06.06.2018. The application for including additional items on the agenda is accompanied by a justification or draft decision for approval by the General Meeting and the revised agenda is published in the same way as the previous agenda, thirteen (13) days before the date of the General Meeting, i.e. on 08.06.2018 and at the same time it is made available to the shareholders on the company's web site below, along with the justification or draft decision submitted by the applicant shareholders according to the provisions of article 27 par. 3 of K.N. 2190/1920.

(b) At the request of the shareholders representing one twentieth (1/20) of the paid up share capital, according to the provisions of article 27 par. 3 of the Coded Law 2190/1920, the Board of Directors makes available to the shareholders draft decisions on matters included in the original or revised agenda, not later than six (6) days prior to the date of the General Meeting, i.e. until 15.06.2018, if the relevant request of the shareholders is received by the Board of Directors until seven (7) days prior to the date of the General Meeting, i.e. until 14.06.2018.

(c) At the request of any shareholder submitted to the Company at least five (5) full days prior to the General Meeting, i.e. until 16.06.2018, the Board of Directors is obliged to provide to the General Meeting all required specific information on the affairs of the company, to the extent that are useful for the actual assessment of the issues on the agenda. The Board of Directors may refuse to provide information on substantive grounds, which is recorded in the minutes. The Board of Directors may provide a single response to shareholder`s requests, which have the same content. No obligation to provide information exists when the relevant information is already available on the company's website, in particular in the form of questions and answers.

(d) At the request of shareholders representing one twentieth (1/20) of the paid-up share capital, the Board of Directors is obliged to announce to the General Meeting the amounts that have been paid to each member of the BoD or the management of the company during the last two years, as well as any benefit provided to such persons by any cause. The Board of Directors may refuse to provide information on substantive grounds, which is recorded in the minutes.

(e) At the request of shareholders representing one fifth (1/5) of the paid up share capital, which is submitted to the company until 16.06.2018, i.e. at least five full days before the General Meeting, the Board of Directors is obliged to provide information to the General Meeting regarding the course of corporate affairs and the assets of the company. The Board of Directors may refuse to provide the information for substantive reasons, which shall be recorded in the minutes.

The aforementioned deadlines for the exercise of minority shareholders' rights also apply to Repeated General Meetings.

In all the aforementioned cases, the requesting shareholders have to prove their shareholder`s status and the number of shares they hold in exercise of the relevant right. Such proof shall also be furnished by submitting a certificate from the entity holding the relevant securities or a certificate by means of direct electronic link between the entity and the company.

 

3. PROCEDURE FOR THE EXERCISE OF VOTING RIGHTS BY REPRESENTATIVE

 

The shareholder participates in the General Meeting and votes either in person or through a representative. Each shareholder may appoint up to three (3) representatives, by signing an authorization. Legal persons participate in the General Meeting appointing as their representatives up to three (3) natural persons. If the shareholder owns shares of the company that appear on more than one securities account, this limitation does not prevent that shareholder from designating different representatives for the shares appearing in each securities account in relation to the General Meeting. A representative acting for more than one shareholder may vote differently for each shareholder. The shareholder's representative is required to disclose to the company, prior to the beginning of the General Meeting, any specific event that may be useful to shareholders to assess the risk of serving by the representative interests other than the interests of the represented shareholder. A conflict of interest may arise, in particular where the agent: (a) is a shareholder exercising control over the company or is another legal entity or entity controlled by that shareholder; (b) is a member of the Board of Directors or member of the management of the company or a shareholder exercising control over the company or other legal entity or entity controlled by a shareholder controlling the company, c) is an official or a statutory auditor of the company or of a shareholder exercising control over the company or other legal entities controlled by a shareholder who controls the company, s) is the spouse or first degree relative of the individuals mentioned in the above cases (a) to (c).

The appointment and revocation of a shareholder's representative is made in writing and notified to the company in the same form, at least three (3) days before the date of the General Meeting, i.e. until 18.06.2018.

The Statute of the Company does not provide for the possibility of participation in the General Meeting by electronic means, nor the possibility of remote participation of the shareholders in the voting.

 

The company has made available on its website www.ascompany.gr the relevant form for the appointment of a representative. This form is filled and signed by the shareholder at the offices of the company at: Ionia Street, 57013, Oraiokastro, Thessaloniki, or by fax (2310 572074) (at the address of Mrs. Sonia Strikou) at least three days prior to the date of the General Assembly, i.e. until 18.06.2018. The eligible shareholder is requested to confirm that the form of representative appointment has been sent succesfully and the company has received it, by calling: 2310572000.

 

4. AVAILABLE DOCUMENTS

 

The full text of this invitation, the draft decisions and any documents provided for in Article 27 par. 3 cases (c) and (d) of the Codified Law 2190/1920 will be available in hard copy at the head offices of the company and the company will send them by post and free of charge to any shareholder who will request it.

 

5. AVAILABLE INFORMATION

The full text of this invitation and the information of article 27 par. 3 of Codified Law 2190/1920 will be available in electronic form on the company's website (www.ascompany.gr).