Terms and conditions for the remote Special Meeting of the Minority Shareholders

Of Athens Water Supply and Sewerage Company S.A.

Athens Water Supply and Sewerage Company S.A. (EYDAP S.A.) (the Company) will hold the Special Meeting of Minority Shareholders on June 9th,2023 and a potential Repetitive Meeting on June 16th 2023, remotely in real- time by teleconference without the physical presence of Shareholders.

Shareholders of the Company will participate at the Special Meeting exclusively by electronic means.

Participation by Shareholders at the Special Meeting is subject to the present terms and conditions for the remote Special Meeting (the "Terms for the remote Special Meeting"). Capitalized terms used have the meaning as defined in the Appendix to the present.

Besides these Terms for the remote Special Meeting, the Terms of Use by Third Party Suppliers also apply.

The Company reserves the right at any time to modify, suspend, cancel or limit the mechanisms for the electronic Special Meeting and vote when necessary or appropriate for technical or security reasons.

1. Introductory remarks

1.1. How can I participate and vote at the Special Meeting?

In order for Shareholders to participate and vote at the Special Meeting or at the Repetitive Meeting, it is necessary that they, or their proxies, create and use an electronic account in the Internet Platform that has been developed by the Hellenic Exchanges-Athens Stock Exchange Group to provide remote Special Meeting services, in real-time, by teleconference to listed companies on the website https://axia.athexgroup.gr/en/home.

The Internet Platform is provided by "Hellenic Central Securities Depository S.A.", while the Zoom Video Communications Inc. service is used for the teleconference.

It is noted that the Internet Platform is available in English, on the website https://axia.athexgroup.gr/en/home.

1.2. How can I access the Internet Platform?

In order to access the Internet Platform a personal computer, a smartphone type mobile telephone or a tablet is required, with a browser application installed, and internet access.

1.3. How can I create an Account in the Internet Platform?

In order for a Shareholder or his/her proxy to create an account in the Internet Platform, a valid electronic mail (email) account and a mobile telephone number are required by the Shareholder or his/her proxy.

1.4. What do I do if the data entered in the Platform does not match the data registered in the Dematerialized Securities System (DSS)?

If, on accessing the Internet Platform the above information entered by the Shareholder does not match the data registered in the Dematerialized Securities System and provided to the Company by the Hellenic Central Securities Depository as part of its services to facilitate shareholder identification for remote Special meetings which are provided to listed companies in accordance with Decision No 8 of the BoD of Hellenic Central Securities Depository S.A., "Technical terms and procedures for the provision of the Registry, Corporate and Other Related Actions Service", shareholders must provide or/and update the information above through their Participants, in order to create the account.

Terms and conditions for the remote Special Meeting of Shareholders

1.5. How can I verify that I have successfully connected to the Internet Platform?

Shareholders that have successfully connected to the Internet Platform will be able to participate at the Special Meeting by teleconference in real time via link that will be sent to them by email.

1.6. What rights may I exercise via the Internet Platform?

By activating the teleconference application (Zoom) via the link at the start of the Special Meeting, Shareholders will be able to:

  1. follow the proceedings of the Special Meeting with electronic or audiovisual means,
  2. take the floor and address the Special Meeting orally during the Special Meeting, while at the same time, through the Internet Platform they will be able to:
  3. vote in real time on the item of the agenda,
  4. receive information on the recording of their vote.

The deadlines, during which the rights of Shareholders can be exercised are included in detail in the Invitation to the Special Meeting and in the present Terms for the remote Special Meeting, while the time period that will be provided for voting will be announced during the Special Meeting.

1.7. Can I participate and vote remotely in real-time by proxy at the Special Meeting via the Internet Platform?

Yes, Shareholders may participate in the Special Meeting vote either in person or by proxy.

Specifically, for Shareholder participation by proxy at the Special Meeting on the 9th of June 2023 or the Repetitive Meeting thereof, remotely in real-time by teleconference, Shareholders or their custodian can appoint up to one (1) proxy, whose appointment must be made at least forty-eight(48) hours before the date of the Special Meeting (i.e. by June 7th 2023, 11.00 at the latest), through the "Proxy document for appointing a representative to participate remotely by teleconference", available in hard copy through the Corporate Announcements and Shareholders Service Department of the Company (Oropou 156 str, Galatsi PC 11146, +30 210 2144479), and in electronic form on the Company's website at www.eydap.gr, or, in the case of Shareholders identified through intermediaries, through confirmations or notifications of Articles 5 and 6 of Regulation (EU) 2018/1212 provided by intermediaries as described in the Invitation.

Upon receipt of the information above by the Company, and based on the email address and mobile telephone of the proxy, as declared in the proxy document, an account is created for the proxy on the internet platform; the proxy is informed by email in order to activate the account in order to exercise the rights of the shareholder in accordance with the provisions in the Invitation.

1.8. Can I participate vote remotely, in person or by proxy, in the vote before the Special Meeting (mail vote)?

Yes, Shareholders have the option to participate remotely, in person or by proxy, at the vote on the items of the Special Meeting that will take place before the Special Meeting.

Shareholders that wish to participate in and vote remotely on the items of the Special Meeting that will take place before the Special Meeting, can make use of the following options:

  1. Either exercise the right to vote before the Special Meeting through the internet platformhttps://axia.athexgroup.gr/en/homein which they have previously created an account and have successfully registered as described above,

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Terms and conditions for the remote Special Meeting of Shareholders

  1. Or complete and send as described in the Invitation the "Mail vote document" that is available to shareholders in hard copy through the Corporate Announcements and Shareholders Service Department (Oropou 156 str, Galatsi PC 11146, +302102144479), and in electronic form on the Company's website (www.eydap.gr),
  2. Or participate through confirmations or notices of Articles 5 and 6 of Regulation (EU) 2018/1212 provided by intermediaries, as described in the Invitation.

Specifically, for Shareholder participation by proxy at the Special Meeting or the Repetitive Meeting thereof, at the vote that will take place before the Special Meeting by teleconference, Shareholders or their custodian can appoint up to one (1) proxy, whose appointment must be made at least forty-eight(48) hours before the date of the Special Meeting (i.e. by June 7th 2023, 11.00 at the latest), through the "Proxy document for appointing a representative to participate remotely by teleconference", available in hard copy through the Corporate Announcements and Shareholders Service Department (Oropou 156 str, Galatsi PC 11146, +302102144479) and in electronic form on the Company's website www.eydap.grSpecial-assemblies or in case of Shareholders identified through intermediaries, through confirmations or notifications of Articles 5 and 6 of Regulation (EU) 2018/1212 provided by intermediaries.

Upon receipt of the information above by the Company, and based on the email address and mobile telephone of the proxy, as declared in the proxy document, an account is created for the proxy on the internet platform; the proxy is informed by email in order to activate the account in order to exercise the rights of the shareholder in accordance with the provisions in the Invitation.

1.9. Until when can I vote before the Special Meeting?

Shareholders that vote as above before the Special Meeting are counted to form the quorum and majority, provided that the votes in question have been received by the Company by June 8th 2023, 11.00 at the latest.

2. Right to participate and vote at the Special Meeting

2.1. When will the Special Meeting commence its proceedings?

The Special Meeting is considered to have begun its proceedings with the announcement of the start of the Special Meeting by the Chairperson of the Meeting to Shareholders.

Each Shareholder may participate, follow substantively the proceedings of the Special Meeting and vote in real

  • time electronically, provided that he/she has taken the necessary steps mentioned in the Invitation to the Special Meeting to create and use an electronic account in the Internet Platform according to the terms of the present document and the instructions provided in the Invitation.

2.2. How and when must I connect to the Internet Platform in order to participate in the Special Meeting?

In order to participate at the Special Meeting, Shareholders must connect through the Internet Platform, before the start of the Special Meeting and declare that they intend to participate in the Special Meeting.

Following the declaration of the intention to participate, Shareholders will receive a personalized information message by electronic mail with the link that must be followed to connect to the teleconference (video conference) of the Special Meeting.

On the date of the Special Meeting, in order to participate in the proceedings, Shareholders must connect in a timely fashion through the Internet Platform, at least fifteen minutes (15') before the start time of the Special Meeting that has been announced in the Invitation, and declare the number of voting rights with which they will participate and vote at the Special Meeting, and, whether they wish to modify them (to a lower number).

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Terms and conditions for the remote Special Meeting of Shareholders

2.3. Can I participate in English?

It is noted that, shareholders that wish to participate in the Special Meeting in English, will be able to do so via telephone, in accordance with the detailed instructions that will be provided.

2.4. If I do not connect on time, will I be able to vote?

No, Shareholders that do not connect to the Internet Platform on time before the start of the Special Meeting as above and up until the announcement of the start of the proceedings by the Chairperson of the Special Meeting, will not be counted among the Shareholders present at the Special Meeting, they will not be able to exercise the right to vote or to take the floor and submit questions to the Special Meeting, and will only be able to follow the live feed of the Special Meeting by teleconference (video conference).

2.5. What will happen if I have not appointed a proxy or representative?

Shareholders who have not appointed a proxy or representative by the deadline (i.e. at least 48 hours before the date of the Special Meeting), but who, however, have connected on time through the Internet Platform before the start of the Special Meeting will participate at the Special Meeting, unless the Special Meeting refuses for good reason and justifies its refusal.

In that case (i.e. if the Special Meeting refuses for good reason), they will not be counted among the Shareholders that are present at the Special Meeting, and they will only be able to attend the live feed of the Special Meeting by teleconference (video conference).

2.6. What are my rights after I have connected on time and in compliance with the formalities?

Shareholders who have complied with the formalities above and have connected on time through the Internet Platform before the start of the Special Meeting:

  1. are considered to be present in person at the Special Meeting;
  2. are included in the calculation of the quorum of shareholders present or represented at the Special Meeting and the in calculation of the percentage of the issued share capital of the Company present or represented at the Special Meeting based on the number of voting rights they stated they would exercise,
  3. will be able to follow with electronic or audiovisual means the proceedings of the Special Meeting;
  4. will have the right to vote in real-time during the Special Meeting on the item of the agenda at the point in time announced by the Chairperson of the Special Meeting;
  5. will be able to take the floor and address the Special Meeting orally during the Special Meeting;
  6. will receive information on the registration of their vote.

2.7. How will I be registered?

The names of Shareholders that have been registered as participants in the Special Meeting through the Internet Platform will be included in the list of Shareholders that are present at the Special Meeting in person or by proxy (if there is one).

2.8. What will happen if I disconnect earlier?

Any early disconnection by Shareholders, who had connected on time in accordance with the above, before the end of the Special Meeting does not affect the calculation of the quorum of Shareholders present or represented at the Special Meeting for the time they are connected.

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Terms and conditions for the remote Special Meeting of Shareholders

Shareholders can connect again to the Internet Platform and continue to follow the remainder of the Special Meeting and exercise all of their rights to participate and vote electronically. In all other cases, Shareholders will only be able to follow the live stream of the Meeting through teleconference (video conference).

2.9. How can I take the floor during the Special Meeting?

Shareholders wishing to take the floor through the Internet Platform during the Meeting will have to press the sign on the right side of the screen via which they can raise their hand through the platform, when this option is provided.

2.10. At which point during the Special Meeting will I be able to vote?

Shareholders will be able to vote electronically from the time the Chairperson of the Special Meeting announces the start of voting on the item of the agenda, following the completion of the proposal and discussion on the item of the agenda, and up until the time the Chairperson of the Special Meeting announces the end of voting.

The Chairperson of the Special Meeting may, at their absolute discretion, decide that voting can take place from the start of the Special Meeting up until the time when they announce the end of voting.

2.11. What applies for mail vote?

On entering the Internet Platform, Shareholders declare the number of voting rights with which they wish to participate at the Special Meeting and vote, and, if they wish, they can amend that number (to a lower one).

For Shareholders that participate in the voting on the items of the Special Meeting that takes place before the Special Meeting (mail vote), voting on the items of the agenda will be possible exclusively and only for the time period indicated in term 1.8 herein and in the Invitation to the Special Meeting. Following that time point, it will not be possible for Shareholders to participate in the voting on the item of the daily agenda that takes place before the Special Meeting by mail vote.

Shareholders that vote on time as above can follow the live feed of the Special Meeting by teleconference (video conference).

2.12. Can I withdraw my mail vote?

Shareholders that voted on time as above before the Special Meeting by mail vote will be able to withdraw it, as follows:

  1. If they voted before the Special Meeting through the Internet Platform, they will be able to withdraw their vote through the Internet Platform, up until the start of the Special Meeting.
  2. If they voted before the Special Meeting by sending to the Company the "Mail Vote Form", they will be able to withdraw their vote in the same manner in which they submitted it, by no later than 9th of June 2023, 10.00 a.m.)

Shareholders above may, if they wish, participate in person at the Special Meeting under the provisions of the present.

3. Vote confirmation and voting results

3.1. I submitted my vote through the Internet Platform. Can I withdraw it?

No, submission of the vote by the Shareholder through the Internet Platform is final and cannot be withdrawn, subject to the conditions herein.

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Disclaimer

Eydap SA - Athens Water Supply & Sewage Co. published this content on 15 May 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 15 May 2023 09:17:04 UTC.