Public Power Corp PPCD INVITATION TO THE SPECIAL MEETING OF MINORITY

  Public Power Corp (PPCD) - INVITATION TO THE SPECIAL MEETING OF MINORITY

RNS Number : 9749Q
Public Power Corporation S.A.
13 November 2012
 

 

                                  INVITATION

                TO A SPECIAL MEETING OF MINORITY SHAREHOLDERS

                    OF THE SOCIETE ANONYME UNDER THE NAME

                       "PUBLIC POWER CORPORATION S.A."

                        S.A. REG. NO. 47829/06/B/00/2

 

Pursuant to article 20,  par. 1 and  2  and articles 22 and  23 of PPC  S.A.'s 
Articles of Incorporation, as amended and in force, as well as to Codified Law
2190/1920, as in force,  and following the Board  of Directors' Resolution  No 
222/6.11.12, all Minority Shareholders of  the Company under the name  "PUBLIC 
POWER CORPORATION  S.A." and  with  distinctive title  "PPC S.A."  are  hereby 
invited to the  Special Meeting to  be held at  the Company's Headquarters  in 
Athens (30 Chalkokondili street, 6^th floor)  on December 10^th, 2012, day  of 
the week Monday, at 11:00 a.m, with the following Agenda:

"Election of two (2) new Representatives of Minority Shareholders at the Board
of Directors  of  PPC  S.A.  in  accordance  with  Law  and  the  Articles  of 
Incorporation, due to  the expiry of  the term of  the Minority  Shareholders' 
Representatives as Members in the current Board of Directors".

 

 PARTICIPATION RIGHT IN THE SPECIAL MEETING

 In this Meeting,  the Shareholders  with right  to participate  and vote  are 
those, who will be registered at the beginning of December 5^th, 2012, day  of 
the week Wednesday (the 5^th  day prior to the  Special Meeting 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  S.A.  - EXAE),  without  share blocking  required.  Every 
ordinary share has the right of one vote. The shareholders' capacity is proved
by  providing  a  pertinent  written  certification  by  the  above  mentioned 
institution, or alternatively, via direct electronic connection of the Company
with the registry of the latter. The shareholders' capacity must exist at  the 
beginning of December 5^th, 2012, day of the week Wednesday (Record Date)  and 
the pertinent  written  certification  or  the  electronic  verification  with 
respect to the  shareholders' capacity  must be  provided to  the Company  the 
latest until December 7^th, 2012,  day of the week  Friday, that is, the  3^rd 
day prior to the Special Meeting  date. As regards the Company,  participation 
and voting right at the Special  Meeting 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 applicable,  such 
shareholder  may  participate  in  the  Special  Meeting  only  following  its 
permission.

PROCEDURE FOR THE EXERCISE OF VOTING RIGHT BY PROXY

The Shareholders who wish to participate  in the Special Meeting by  proxy/ies 
representative/es, must  send the  pertinent proxy  holder authorization  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, 5th floor, office  512), not later  than 
December 7^th, 2012, day of the week Friday, that is the 3^rd day prior to the
date of the Special Meeting.

Each shareholder may  appoint up to  three (3) proxy  holders/representatives. 
However, if a shareholder  holds shares of the  company appeared 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  Special 
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  Special 
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   in   the   event   that   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 relative of 1st degree with a natural person referred to  in 
points 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 Meeting.

The shareholders are requested to ensure the successful dispatch of the  proxy 
holder authorization  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  Special Meeting  shareholders/representatives  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 legalization documents, in order to attend the  Special 
Meeting.

 

AVAILABLE DOCUMENTS AND INFORMATION

The present Invitation  to the  Shareholders, the  proxy holder  authorization 
form [power of attorney], the total  number of shareholders and voting  rights 
existing on the date of the present Invitation, the documents to be  submitted 
to the  Special Meeting,  as well  as any  draft resolution  for the  proposed 
agenda item or any comment of the Board of Directors on the 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 Special 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 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  Special Meeting,  at  the  Company's 
Headquarters in Athens (30 Chalkokondili  str., 6th floor) on December  20^th, 
2012, day of the week Thursday, at 10:00 a.m, with same as above Agenda.

In such Repeat Meeting,  the Shareholders with right  to participate and  vote 
are those who will be registered at the beginning of December 16^th, 2012, day
of the week Sunday,  that is the  4^th day prior to  the Special Meeting  date 
(Record Date of repeat 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 electronic
verification with respect to the  shareholders' capacity must be submitted  to 
the Company not later than December 17^th, 2012, day of the week Monday,  that 
is, the 3^rd day prior to the repeat Special 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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