Invitation to the Extraordinary General Assembly
INVITATION to the Shareholders of the Company DUTY FREE SHOPS AND INDUSTRIAL, MANUFACTURING, TECHNICAL AND BUSINESS COMPANY SA. “FOLLI FOLLIE GROUP” to Extraordinary General Assembly
Following a decision of the Board of Directors of the Company “DUTY FREE SHOPS AND INDUSTRIAL, MANUFACTURING, TECHNICAL AND BUSINESS COMPANY S.A.”, under the trade name “FOLLI FOLLIE GROUP” (hereafter “the Company”), adopted at its Meeting on 4.5.2011, the Shareholders of the Company are called to an Extraordinary General Assembly, on 26.5.2011, at 12:00 pm, at the Company’s premises in Agios Stefanos, Attika, 23rd km. National Road Athens Lamia, in order to discuss and resolve on the following items:
1. Increase of Share Capital of the Company by Euro 1.908.000,00, cash, through issuance of 6.360.000 new common nominal intangible (book entry) shares with voting rights, with a par value of € 0,30 each and disposal value of € 13,30, with the preference right of the old shareholders cancelled in favour of FOSUN International Limited and Pramerica –Fosun China Opportunity Fund, Lp (“the Investors”).
2. Respective Amendment of Article 5 of the Articles of Association of the Company due to the aforementioned changes in the Share Capital.
3. Authorization to the Board of Directors of the Company, to settle all the procedural issues with regard to the proposed increase and, specifically, all issues referring to the required approvals by the supervisory bodies of the Capital Market, the Athens Exchange, etc., for the admission for trading of the new shares in the Athens Exchange, as well as any other related matter.
4. Decision for the election of new member of the Board of Directors in replacement of current member.
5. Other issues and announcements.
If the quorum required, under the law and the Company’s articles, is not attained for the adoption of resolution on the aforementioned items of the original agenda on 26.5.2011, the Shareholders are called to a 1st Reiterative Extraordinary General Assembly on 6.6.2011 at 12:00pm, at the Company’s premises in Agios Stefanos, Attika, 23rd km. National Road Athens Lamia, without further notice being required. If in this case the quorum required is not similarly attained, the Shareholders are called to a 2nd Reiterative Extraordinary General Assembly on 17.6. 2011, at 12:00 pm, at the Company’s premises in Agios Stefanos, Attika, 23rd km. National Road Athens Lamia, without further notice being required. The issues on the agenda of any such Reiterative Assembly will remain the same as those stated above.
In accordance to articles 26 §2b και 28a of codified Law 2190/1920, as amended and respectively supplemented by articles 3 and 5 of Law 3884/2010 and in force, the Company informs shareholders on the following:
RIGHT TO PARTICIPATE IN THE GENERAL ASSEMBLY
Any person appearing as shareholder in the Dematerialized Securities System files managed by “Hellenic Stock Exchanges S.A.” (former Central Securities Depository), where Company’s securities are being held, is entitled to participate at the General Assembly. Shareholding capacity is evidenced by presenting a relevant written certificate issued by the aforementioned entity, or by direct online connection of the Company with the said entity’s files. Shareholders capacity must be effective on 21.5.2011 (Date of Record), notably at the beginning of the fifth (5th) day prior to the date of the General Assembly of 26.5.2011 and the relevant written certificate regarding the shareholders capacity must be received by Company no later than23.5.2011, notably on the third (3rd) day prior to the date of the General Assembly.
With regard to the 1st Reiterative Extraordinary General Assembly, the shareholding capacity must be effective at the beginning of 2.6.2011, notably on the fourth day prior to the date scheduled for the 1st Reiterative Extraordinary General Assembly (1st Reiterative Extraordinary General Assembly date of record), and the relevant written or electronic certificate regarding shareholding capacity must be received by company no later than 3.6.2011, notably on the third (3rd) day prior to the date of the 1st Reiterative Extraordinary General Assembly.
With regard to the 2nd Reiterative Extraordinary General Assembly, the shareholding capacity must be effective at the beginning of 13.6.2011, notably on the fourth day prior to the date scheduled for the 2nd Reiterative Extraordinary General Assembly (2nd Reiterative Extraordinary General Assembly date of record), and the relevant written or electronic certificate regarding shareholding capacity must be received by company no later than 14.6.2011, notably on the third (3rd) day prior to the date of the 2nd Reiterative Extraordinary General Assembly.
Only persons in the capacity of shareholder as at the respective Date of Record are considered vis-à-vis the company to be entitled to attend and vote at the General Assembly. Any shareholder failing to comply with the provisions of article 28a of codified law 2190/1920 may participate at the General Assembly only upon its permission.
Exercise of these rights does not require blockage of the beneficiary’s shares or compliance with any other procedure restricting the ability to sell and transfer them during the period between the Date of Record and the date of General Assembly.
PROCESS FOR EXERCISING VOTING RIGHTS BY PROXY
A shareholder may attend the General Assembly and vote either in person or by proxy. Each shareholder may appoint up to three (3) proxies. Legal entities may participate at the General Assmebly by appointing up to three (3) individuals as proxies. However, if a shareholder holds shares in a company, which appear in several securities accounts, said restriction will not prevent said shareholder from appointing different proxies in respect of the shares in each securities account in relation with the General Assembly. A proxy acting on behalf of several shareholders may vote differently for each shareholder. A shareholder proxy must disclose to the company, before the General Assembly begins, any specific event which may be useful to the shareholders in assessing the risk of the proxy serving interests other than those of the shareholder.
In the sense of this paragraph, a conflict of interest may especially arise when a proxy:
a) is a shareholder controlling the company or is another legal entity or an entity controlled by that shareholder;
b) is a member of the board of directors or of the administration of the company or shareholder controlling the company in general, or another legal entity or an entity controlled by a shareholder who controls the company;
c) is an employee or auditor of the company or shareholder controlling the company, or of another legal entity or entity controlled by a shareholder who controls the company;
d) is spouse or first degree relative to one of the individuals referred to under (a) through (c) above.
The appointment and revocation of a shareholder proxy is made in writing and notified to the Company under the same form, at least three (3) days prior to the date scheduled for the General Assembly.
The company will make available at websites (www.dutyfreeshops..gr) and (www.follifolliegroup.com) a form which may be used for the appointment of proxy. Said form must be submitted, duly completed and signed by the shareholder, to the Company’s Shareholders Service at: Agios Stefanos, Attika, 23rd km of Athens-Lamia national road, or sent by facsimile at: 210-6241100, at least three (3) days prior to the date of the General Assembly. Beneficiaries are responsible for confirming successful remittance and receipt of proxy documentation by the company, by calling the following number: 2106241141 (Mrs. Mantalena Kasidiaropoulou) or 210-9699586 (Mr. Nikos Anamourloglou).
The company’s Articles of Incorporation provides for the holding of a General Assembly by teleconference.
MINORITY RIGHTS OF SHAREHOLDERS
(a) At the request of shareholders representing one twentieth (1/20) of the paid-up share capital, the company’s board of directors is obliged to insert additional items in the General Assembly’s agenda, if the relevant request is received by the board of directors until 10.5.2011, notably at least fifteen (15) days prior to the General Assembly. The request for inserting additional items in the agenda must be accompanied by reasoning or by a draft decision to be approved by the General Assembly, and the revised agenda will be notified in the same manner as the previous agenda on 12.5.2011, notably thirteen (13) days prior to the General Assembly, and will also be made available to shareholders at the company’s website, together with the reasoning or the draft decision submitted by the shareholders in accordance with the provisions of article 27 paragraph 3 of codified law 2190/1920.
(b) At the request of shareholders representing one twentieth (1/20) of the paid-up share capital, the board of directors must make available to the shareholders in accordance with the provisions of article 27 paragraph 3 of codified law 2190/1920, no later than 20.5.2011, notably at least six (6) days prior to the General Assembly, draft decisions on items included in the original or revised agenda, if the relevant request is received by the board of directors until 18.5.2011, notably at least seven (7) days prior to the General Assembly.
(c) Upon request of any shareholder submitted to the Company by 21.5.2011, notably at least five (5) full days prior to the General Assembly, the board of directors must provide to the General Assembly the requested information on the company’s affairs, to the extent they are useful for the actual consideration of the items on the agenda. The board of directors may refuse to provide such information for a substantial reason to be recorded in the minutes. The board of directors may provide a uniform reply to shareholders’ requests having the same content. There is no obligation to provide information when such information is already published in the company’s website, especially in the form of questions and answers.
(d) At the request of shareholders representing one fifth (1/5) of the paid-up share capital, which should be submitted to the company by 20.5.2011, notably at least five (5) full days prior to the General Assembly, the board of directors shall supply to the General Assembly information regarding the progress of the company’s corporate affairs and financial condition. The board of directors may refuse to furnish the requested information for a substantial reason to be recorded in the minutes.
Respective time-limits apply on shareholders’ minority rights in case of Reiterative General Meetings as well.
In all aforementioned cases, the requesting shareholders will be called to prove their shareholding capacity and the number of shares they hold at the time they exercise their respective rights. Submission of certificate from the entity where the respective securities are held, or confirmation of the shareholding capacity through direct online connection between entity and company constitutes such evidence.
AVAILABLE DOCUMENTS AND INFORMATION
The information referred to in article 27, paragraph 3 of codified law 2190/1920, including the notice to General Assembly, the form for the appointment of proxy and the draft decision on items of the agenda, as well as more detailed information regarding the exercise of the minority rights under article 39, paragraphs 2, 2a, 4 and 5 of codified law 2190/1920 will be available in electronic form at the company’s website www.dutyfreeshops.gr. The complete text of draft decisions and documents provided under article 27, paragraph 3(c) and (d) of codified law 2190/1920 will also be available in hard copy from Shareholders Services at: Agios Stefanos, Attika, 23rd km of Athens-Lamia national road.
Agios Stefanos 4.5.2011
The BOARD OF DIRECTORS OF
DUTY FREE SHOPS AND INDUSTRIAL, MANUFACTURING, TECHNICAL AND BUSINESS COMPANY S.A. under trade name “FOLLI FOLLIE GROUP”
Following a decision of the Board of Directors of the Company “DUTY FREE SHOPS AND INDUSTRIAL, MANUFACTURING, TECHNICAL AND BUSINESS COMPANY S.A.”, under the trade name “FOLLI FOLLIE GROUP” (hereafter “the Company”), adopted at its Meeting on 4.5.2011, the Shareholders of the Company are called to an Extraordinary General Assembly, on 26.5.2011, at 12:00 pm, at the Company’s premises in Agios Stefanos, Attika, 23rd km. National Road Athens Lamia, in order to discuss and resolve on the following items:
1. Increase of Share Capital of the Company by Euro 1.908.000,00, cash, through issuance of 6.360.000 new common nominal intangible (book entry) shares with voting rights, with a par value of € 0,30 each and disposal value of € 13,30, with the preference right of the old shareholders cancelled in favour of FOSUN International Limited and Pramerica –Fosun China Opportunity Fund, Lp (“the Investors”).
2. Respective Amendment of Article 5 of the Articles of Association of the Company due to the aforementioned changes in the Share Capital.
3. Authorization to the Board of Directors of the Company, to settle all the procedural issues with regard to the proposed increase and, specifically, all issues referring to the required approvals by the supervisory bodies of the Capital Market, the Athens Exchange, etc., for the admission for trading of the new shares in the Athens Exchange, as well as any other related matter.
4. Decision for the election of new member of the Board of Directors in replacement of current member.
5. Other issues and announcements.
If the quorum required, under the law and the Company’s articles, is not attained for the adoption of resolution on the aforementioned items of the original agenda on 26.5.2011, the Shareholders are called to a 1st Reiterative Extraordinary General Assembly on 6.6.2011 at 12:00pm, at the Company’s premises in Agios Stefanos, Attika, 23rd km. National Road Athens Lamia, without further notice being required. If in this case the quorum required is not similarly attained, the Shareholders are called to a 2nd Reiterative Extraordinary General Assembly on 17.6. 2011, at 12:00 pm, at the Company’s premises in Agios Stefanos, Attika, 23rd km. National Road Athens Lamia, without further notice being required. The issues on the agenda of any such Reiterative Assembly will remain the same as those stated above.
In accordance to articles 26 §2b και 28a of codified Law 2190/1920, as amended and respectively supplemented by articles 3 and 5 of Law 3884/2010 and in force, the Company informs shareholders on the following:
RIGHT TO PARTICIPATE IN THE GENERAL ASSEMBLY
Any person appearing as shareholder in the Dematerialized Securities System files managed by “Hellenic Stock Exchanges S.A.” (former Central Securities Depository), where Company’s securities are being held, is entitled to participate at the General Assembly. Shareholding capacity is evidenced by presenting a relevant written certificate issued by the aforementioned entity, or by direct online connection of the Company with the said entity’s files. Shareholders capacity must be effective on 21.5.2011 (Date of Record), notably at the beginning of the fifth (5th) day prior to the date of the General Assembly of 26.5.2011 and the relevant written certificate regarding the shareholders capacity must be received by Company no later than23.5.2011, notably on the third (3rd) day prior to the date of the General Assembly.
With regard to the 1st Reiterative Extraordinary General Assembly, the shareholding capacity must be effective at the beginning of 2.6.2011, notably on the fourth day prior to the date scheduled for the 1st Reiterative Extraordinary General Assembly (1st Reiterative Extraordinary General Assembly date of record), and the relevant written or electronic certificate regarding shareholding capacity must be received by company no later than 3.6.2011, notably on the third (3rd) day prior to the date of the 1st Reiterative Extraordinary General Assembly.
With regard to the 2nd Reiterative Extraordinary General Assembly, the shareholding capacity must be effective at the beginning of 13.6.2011, notably on the fourth day prior to the date scheduled for the 2nd Reiterative Extraordinary General Assembly (2nd Reiterative Extraordinary General Assembly date of record), and the relevant written or electronic certificate regarding shareholding capacity must be received by company no later than 14.6.2011, notably on the third (3rd) day prior to the date of the 2nd Reiterative Extraordinary General Assembly.
Only persons in the capacity of shareholder as at the respective Date of Record are considered vis-à-vis the company to be entitled to attend and vote at the General Assembly. Any shareholder failing to comply with the provisions of article 28a of codified law 2190/1920 may participate at the General Assembly only upon its permission.
Exercise of these rights does not require blockage of the beneficiary’s shares or compliance with any other procedure restricting the ability to sell and transfer them during the period between the Date of Record and the date of General Assembly.
PROCESS FOR EXERCISING VOTING RIGHTS BY PROXY
A shareholder may attend the General Assembly and vote either in person or by proxy. Each shareholder may appoint up to three (3) proxies. Legal entities may participate at the General Assmebly by appointing up to three (3) individuals as proxies. However, if a shareholder holds shares in a company, which appear in several securities accounts, said restriction will not prevent said shareholder from appointing different proxies in respect of the shares in each securities account in relation with the General Assembly. A proxy acting on behalf of several shareholders may vote differently for each shareholder. A shareholder proxy must disclose to the company, before the General Assembly begins, any specific event which may be useful to the shareholders in assessing the risk of the proxy serving interests other than those of the shareholder.
In the sense of this paragraph, a conflict of interest may especially arise when a proxy:
a) is a shareholder controlling the company or is another legal entity or an entity controlled by that shareholder;
b) is a member of the board of directors or of the administration of the company or shareholder controlling the company in general, or another legal entity or an entity controlled by a shareholder who controls the company;
c) is an employee or auditor of the company or shareholder controlling the company, or of another legal entity or entity controlled by a shareholder who controls the company;
d) is spouse or first degree relative to one of the individuals referred to under (a) through (c) above.
The appointment and revocation of a shareholder proxy is made in writing and notified to the Company under the same form, at least three (3) days prior to the date scheduled for the General Assembly.
The company will make available at websites (www.dutyfreeshops..gr) and (www.follifolliegroup.com) a form which may be used for the appointment of proxy. Said form must be submitted, duly completed and signed by the shareholder, to the Company’s Shareholders Service at: Agios Stefanos, Attika, 23rd km of Athens-Lamia national road, or sent by facsimile at: 210-6241100, at least three (3) days prior to the date of the General Assembly. Beneficiaries are responsible for confirming successful remittance and receipt of proxy documentation by the company, by calling the following number: 2106241141 (Mrs. Mantalena Kasidiaropoulou) or 210-9699586 (Mr. Nikos Anamourloglou).
The company’s Articles of Incorporation provides for the holding of a General Assembly by teleconference.
MINORITY RIGHTS OF SHAREHOLDERS
(a) At the request of shareholders representing one twentieth (1/20) of the paid-up share capital, the company’s board of directors is obliged to insert additional items in the General Assembly’s agenda, if the relevant request is received by the board of directors until 10.5.2011, notably at least fifteen (15) days prior to the General Assembly. The request for inserting additional items in the agenda must be accompanied by reasoning or by a draft decision to be approved by the General Assembly, and the revised agenda will be notified in the same manner as the previous agenda on 12.5.2011, notably thirteen (13) days prior to the General Assembly, and will also be made available to shareholders at the company’s website, together with the reasoning or the draft decision submitted by the shareholders in accordance with the provisions of article 27 paragraph 3 of codified law 2190/1920.
(b) At the request of shareholders representing one twentieth (1/20) of the paid-up share capital, the board of directors must make available to the shareholders in accordance with the provisions of article 27 paragraph 3 of codified law 2190/1920, no later than 20.5.2011, notably at least six (6) days prior to the General Assembly, draft decisions on items included in the original or revised agenda, if the relevant request is received by the board of directors until 18.5.2011, notably at least seven (7) days prior to the General Assembly.
(c) Upon request of any shareholder submitted to the Company by 21.5.2011, notably at least five (5) full days prior to the General Assembly, the board of directors must provide to the General Assembly the requested information on the company’s affairs, to the extent they are useful for the actual consideration of the items on the agenda. The board of directors may refuse to provide such information for a substantial reason to be recorded in the minutes. The board of directors may provide a uniform reply to shareholders’ requests having the same content. There is no obligation to provide information when such information is already published in the company’s website, especially in the form of questions and answers.
(d) At the request of shareholders representing one fifth (1/5) of the paid-up share capital, which should be submitted to the company by 20.5.2011, notably at least five (5) full days prior to the General Assembly, the board of directors shall supply to the General Assembly information regarding the progress of the company’s corporate affairs and financial condition. The board of directors may refuse to furnish the requested information for a substantial reason to be recorded in the minutes.
Respective time-limits apply on shareholders’ minority rights in case of Reiterative General Meetings as well.
In all aforementioned cases, the requesting shareholders will be called to prove their shareholding capacity and the number of shares they hold at the time they exercise their respective rights. Submission of certificate from the entity where the respective securities are held, or confirmation of the shareholding capacity through direct online connection between entity and company constitutes such evidence.
AVAILABLE DOCUMENTS AND INFORMATION
The information referred to in article 27, paragraph 3 of codified law 2190/1920, including the notice to General Assembly, the form for the appointment of proxy and the draft decision on items of the agenda, as well as more detailed information regarding the exercise of the minority rights under article 39, paragraphs 2, 2a, 4 and 5 of codified law 2190/1920 will be available in electronic form at the company’s website www.dutyfreeshops.gr. The complete text of draft decisions and documents provided under article 27, paragraph 3(c) and (d) of codified law 2190/1920 will also be available in hard copy from Shareholders Services at: Agios Stefanos, Attika, 23rd km of Athens-Lamia national road.
Agios Stefanos 4.5.2011
The BOARD OF DIRECTORS OF
DUTY FREE SHOPS AND INDUSTRIAL, MANUFACTURING, TECHNICAL AND BUSINESS COMPANY S.A. under trade name “FOLLI FOLLIE GROUP”