Public Power Corp (PPCD) - Invitation to an EGM of PPC S.A.
RNS Number : 5408Q
Public Power Corporation S.A.
07 November 2012
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 atthe Company's Headquarters in Athens (30, Chalkokondili str., 6^th
floor), on November30^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^thfloor, 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
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^stdegree) 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
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
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
(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
(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
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
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, November6, 2012
The Board of Directors
This information is provided by RNS
The company news service from the London Stock Exchange
NOEEAEFXELLAFFF -0- Nov/07/2012 10:47 GMT
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