Public Power Corp PPCD Invitation to an EGM of PPC S.A.

  Public Power Corp (PPCD) - Invitation to an EGM of PPC S.A.

RNS Number : 5408Q
Public Power Corporation S.A.
07 November 2012
 

                                  INVITATION

                     TO AN EXTRAORDINARY GENERAL MEETING

                             OF THE SHAREHOLDERS

                    OF THE SOCIETE ANONYME UNDER THE NAME

                       "PUBLIC POWER CORPORATION S.A."

                       Registration no 47829/06/Β/00/2

 

 

Pursuant  to  Codified  Law (C.L.)  2190/1920,  as  amended  and   applicable, 
thearticles 22 and23 of  PPC S.A.'s Articles  of Incorporation, and  following 
the Resolution no 221/6.11.12 of the  Board of Directors, the Shareholders  of 
the Company under the name "PUBLIC POWER CORPORATION S.A."and with distinctive
title "PPC S.A." are hereby invited to an Extraordinary  General Meeting to be
held at the Company's  Headquarters in  Athens (30,  Chalkokondili str.,  6^th 
floor), on  November 30^th, 2012,  day of  the weekFriday,  at 10.00  a.m., to 
discuss and take decisions on the following items of the agenda:

 

ITEM ONE:Abolitionof article  (8), amendment  of articles (20)  and (21),  and 
Codification of PPC's Articles of Incorporation"

 

                

ITEM TWO:  Announcements and other issues.

 

 

PARTICIPATION RIGHT IN THE GENERAL MEETING

 

In this Extraordinary General  Meeting (EGM), the  Shareholders with right  to 
participate and vote  are those, who  will be registered  at the beginning  of 
November the 25^th, 2012, day of the week Sunday, that is the (5^th) day prior
to the EGM date -  Record Date, in PPC  S.A. Shareholders' registry, which  is 
electronically kept at the Company "Hellenic Exchanges S.A. Holding, Clearing,
Settlement & Registry" (Hellenic Exchanges SA - EXAE), without share  blocking 
required. Every  ordinary  share has  the  right of  one  vote.  Shareholders' 
capacity is evidenced by  providing a pertinent  written certification by  the 
above mentioned institution, or alternatively, via direct online connection of
the Company with the  registry of the latter.  Shareholders' capacity must  be 
effective at the beginning of November the 25^th, 2012, day of the week Sunday
(Record Date)  and  the  pertinent written  certification  or  the  electronic 
verification with respect to  the Shareholders' capacity  must be received  by 
the Company  the  latest until  November  the 27^th,  2012,  day of  the  week 
Tuesday, that  is, the  (3^rd)  day prior  to the  EGM  date. As  regards  the 
Company, participation and voting right at the EGM is attributed only to those
regarded as shareholder  at the  aforementioned Record  Date. In  case of  non 
compliance with the provisions of article 28a of C.L. 2190/1920, as in  force, 
such Shareholder may participate in the EGM only following its permission.   

 

 

PROCEDURE FOR THE EXERCISE OF VOTING RIGHT BY PROXY

 

The Shareholders who wish to participate in the Extraordinary General  Meeting 
(EGM) by proxy/ies  representative/es, must  send the  pertinent proxy  holder 
authorisation form (Power of  Attorney), which is  available on the  company's 
website www.dei.gr, to the Company's Corporate Announcements and  Shareholders 
Services Unit (30,  Chalkokondili Street,  Athens 104  32, 5^th floor,  office 
512), no later than November the 27^th, 2012, day of the week Tuesday, that is
the (3^rd) day prior to the date of the General Meeting.

 

Each shareholder may  appoint up to  three (3) proxy  holders/representatives. 
However, if a shareholder holds shares  of the company appearing in more  than 
one  securities  account,  the  above   limitation  shall  not  prevent   such 
shareholder from  appointing separate  proxy holders/representatives  for  the 
companies appearing  in  each  securities  account,  as  regards  the  General 
Meeting.

 

A proxy holder/representative  acting on  behalf of  several shareholders  may 
cast votes differently for  each shareholder. The proxy  holder/representative 
is obliged to disclose to the Company, before the commencement of the  General 
Meeting, any  fact which  might be  useful to  the shareholders  in  assessing 
whether the proxy holder/representative might pursue interests other than  the 
interest of the represented  shareholder. A conflict  of interest within  this 
context may in particular arise where the proxy holder/representative: 

a) is  a  controlling  shareholder  of  the  Company,  or  is  another  entity 
controlled by such shareholder;

b) is a member of the Board of Directors or the management of the Company,  or 
of a controlling shareholder or an entity controlled by such shareholder;

c) is  an  employee  or  an  auditor of  the  Company,  or  of  a  controlling 
shareholder or an entity controlled by such shareholder; 

d) is  a spouse  or close  relative  (of 1^st degree)  with a  natural  person 
referred to in the above items a) to c). 

 

The appointment and  the revocation  of appointment of  a shareholder's  proxy 
holder/representative shall be made  in writing and shall  be notified to  the 
Company at least three (3) days prior to the date of the General Meeting. 

 

The shareholders are requested to ensure the successful dispatch of the  proxy 
holder authorisation  form [power  of  attorney] and  receipt thereof  by  the 
Company, by  calling  at the  following  numbers:  +30 210  5230951,  +30  210 
5293207.

 

 

In order to  attend the General  Meeting any shareholder/representative  shall 
present an ID card. In case that the shareholder is a legal entity and has not
appointed  in   accordance  with   the   aforementioned  procedure   a   proxy 
holder/s-representative/s, then the legal  representative of such  shareholder 
shall also  present his/her  legalization documents,  in order  to attend  the 
General Meeting.

 

 

SHAREHOLDERS' MINORITY RIGHTS 

 

With respect  to  the  aforementioned  EGM, the  Shareholders  have  also  the 
following rights, which can  be exercised within  the following deadlines  per 
right:

(a) Shareholders representing  at least  one twentieth (1/20)  of the  paid-up 
share capital  may request  from the  Board  of Directors  to include  in  the 
Extraordinary General  Meeting's Agenda  additional items,  provided that  the 
relevant request is communicated  to the Board of  Directors at least  fifteen 
(15) days prior to the EGM. The said request must be accompanied by a  written 
justification or a draft resolution for approval by the EGM.

(b) Shareholders representing  at least  one twentieth (1/20)  of the  paid-up 
share capital  may  request from  the  Board of  Directors  to upload  to  the 
Company's website (www.dei.gr), at least six  (6) days prior to the EGM  date, 
draft resolutions for the items included in the initial or revised EGM agenda,
provided that the relevant request is  communicated to the Board of  Directors 
at least seven (7) days prior to the EGM date. 

(c) Following a request of shareholders  communicated to the Company at  least 
five (5) full days prior to EGM  date, the Board of Directors must provide  to 
the EGM the requested specific information with respect to Company's business,
to the extent that these are useful for the actual assessment of the items  on 
the agenda.

(d) Following a request  of shareholders representing one  fifth (1/5) of  the 
paid-up share capital, communicated  to the Board of  Directors at least  five 
(5) full days prior to the EGM  date, the Board of Directors must provide  the 
EGM with  information  about the  course  of  the Company's  affairs  and  its 
financial situation.

 

AVAILABLE DOCUMENTS AND INFORMATION

 

The present Invitation  to the  Shareholders, the  proxy holder  authorisation 
form [power  of  attorney], the  total  number  of shares  and  voting  rights 
existing on the date of the present Invitation, the documents to be  submitted 
to the EGM, as well  as any draft resolution for  any proposed agenda item  or 
any comment of the Board of Directors on any agenda item, if no resolution has
been submitted  for  approval,  and  any  draft  resolution  proposed  by  the 
Shareholders, are or will be available, pursuant to the law and the  Company's 
Articles of Incorporation,  on the company's  website www.dei.gr, right  after 
their notification to the Company.

 

The full text of the documents to be submitted to the General Meeting, as well
as of the draft resolutions and of any documents provided for in article  27,  
 par. 3, cases c) and d) of C.L. 2190/1920, as in force, will be available  in 
hard copy at the Company's Headquarters in Athens          (30,  Chalkokondili 
str.).

 

In case a quorum has not been reached on the date set forth herein above,  the 
Shareholders are again invited, in accordance  with article 29 par. 2 of  C.L. 
2190/1920, as  applicable,  to  a Repeat  Extraordinary  General  Meeting,  in 
Athens, at  the Company's  Headquarters             (30,  Chalkokondili  str., 
6^th floor), on December  the 10^th, 2012,  day of the  week Monday, at  09.00 
a.m., with same as above Agenda.

In such Repeat General Meeting, the Shareholders with right to participate and
vote are those who will be registered  at the beginning of December the  6^th, 
2012, day of the week Thursday, that is  the (4^th) day prior to the EGM  date 
(Record Date of repeat general meetings) with PPC S.A. Shareholders' registry,
which is electronically kept at the company "Hellenic Exchanges S.A.  Holding, 
Clearing, Settlement &  Registry" (Hellenic  Exchanges S.A.  - EXAE),  without 
share blocking required.  The pertinent  written certification  or the  online 
verification with respect to the  Shareholders' capacity must be submitted  to 
the Company no later  than December the  7^th, 2012, day  of the week  Friday, 
that is the (3^rd) day prior to the repeat General Meeting date.

 

Athens, November 6, 2012 

 

The Board of Directors

 

                     This information is provided by RNS
           The company news service from the London Stock Exchange
 
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NOEEAEFXELLAFFF -0- Nov/07/2012 10:47 GMT