Αρ. ΓΕΜΗ 121914222000

GENERAL EXTRAORDINARY MEETING INVITATION OF THE SHAREHOLDERS OF THE

SOCIETE ANOMYME WITH THE LEGAL NAME

"PAPOUTSANIS SA"

GEMI No. 121914222000

(hereby the "Company")

According to the Laws and the Articles of Incorporation, the Board of Directors of the Company summons the shareholders on Thursday 15.07.2021 at 11a.m. to the extraordinary general meeting to be held at 71st klm National Road Athens-Lamia, Vathi Avlidos of the Municipality of Chalkida, with the following agenda topics:

  1. Election of new board of directors.
  2. Determination of the type of the Company's audit committee, as well as the term, number and qualities of its members- Election of the members of the audit committee

3.Amendment of the Company's remuneration policy..

4. Amendment of article 16 of the Company's articles of incorporation.

In case the quorum, which is required by law and the Company's Articles of Association, is not reached and for this reason it is not possible to decide on the topics of the agenda or some of them, the general meeting of the Company's shareholders will convene in a meeting on Thursday, 22.07.2021, at 11:00 a.m.. to be held at 71st klm National Road Athens-Lamia, Vathi Avlidos of the Municipality of Chalkida,, without posting a new invitation. The extraordinary meeting of 15.07.2021, as well as any repetition of it, will be held at the premises of the Company on 71st klm National Road Athens-Lamia, Vathi Avlidos of the Municipality of Chalkida. Additionally, in accordance with the provisions of the Company's Articles of Association currently in force, and the more specific provisions of this invitation, shareholders are given the opportunity to participate remotely by a voting letter, in the voting on the topics of the ordinary general meeting of 15.07.2021 and any repeat to be held before the general meeting.It is noted that during the extraordinary general meeting it will not be possible to participate remotely in real time through teleconference, except the case of par.3 art.125 of law 4548/2018, according to which each shareholder may request teleconference meeting with him/her, if he/she resides in a country other than that where the meeting takes place or if there is another important reason, in particular illness, disability or epidemic.According to article

Αρ. ΓΕΜΗ 121914222000

121 par. 4 of law 4548/2018, the Company informs the shareholders about the following:

RIGHT TO PARTICIPATE IN THE GENERAL MEETING

Any person who has the shareholder capacity may participate in the general meeting (initial and recurring) at the beginning of the fifth day before the day of the initial meeting of the general meeting, i.e., at the beginning of 10.07.2021 ("Registration Date").The above registration date is also valid in case of a postponed meeting according to the above. Proof of the shareholder capacity can be realized by all legal means. For the Company is considered a shareholder, entitled to participate in the General Meeting and to exercise the voting right, the registered person on the Registration Date at the Dematerialized Securities System (DSS) of the "HELLENIC CENTRAL SECURITIES DEPOSITORY SOCIETE ANONYME" (EL.K.A.T.) or identified as such based on the respective date via registered intermediaries or other intermediaries in compliance with the legal provisions (Law 4548/2018, Law 4569/2019, Law 4706/2020 and Regulation (EU) 2018/1212) including the Operation Regulation of the Hellenic Central Securities Depository (FEK B' FEKB/1007/16.03.2021). Proof of Shareholder capacity can be realized by every legal means and in any case according to the information that the Company receives from EL.K.A.T., given that it provides registry services or through the participants and registered intermediaries in the central securities depository in all other cases. A shareholder may participate in the General Meeting according with the confirmations or notifications of articles 5 and 6 of the Regulation (EU) 2018/1212 that are being provided from the intermediate except if the meeting denies this participation for a good reason justifying its denial in accordance with the relevant provisions (art. 19 par.1 Law 4569/2018, art. 124 par.5 Law 4548/2018).The exercise of the participation and voting rights in the general meeting does not presuppose the commitment of the beneficiary's shares or the compliance with any other similar procedure which limits the possibility of selling and transferring them during the period between the Registration Date and the general meeting.

Legal entities participate in the general meeting through their representatives.

PROCEDURE FOR THE REMOTE PARTICIPATION IN THE VOTING EXERCISED BEFORE

THE GENERAL MEETING [VOTING LETTER]

The shareholders are given the opportunity to participate themselves or their representatives remotely in the voting on the topics of the agenda that will be held before the extraordinary general meeting. In particular, shareholders wishing to participate remotely in the voting on the topics of the ordinary general meeting to be held before the general meeting, can make use of this option by completing and submitting to the

Αρ. ΓΕΜΗ 121914222000

Company the "Form of Voting Letter", which the Company will make available on its website www.papoutsanis.gr. This form must be sent to the Company completed in all its parts and signed by the person entitled to participate in the general meeting, in accordance with the included specific instructions for the completion, signing and submission, or as a scanned electronic document by e-mail to the e-mail address a.georgiadis@papoutsanis.gr, with the subject "Voting Letter - General Meeting 5.5.2021"or by post to the Company in the Service Department Company, at the address 71st km of the National Road Athens-Lamia, Vathi Avlidos of the Municipality of Chalkida so that it will be received at least twenty four (24) hours before the date of the General Meeting (i.e. no later than 11:00 am. on 14.07.2021).

Shareholders who vote according to the above before the general meeting are counted for the formation of the quorum and majority, only if the relevant votes have been received by the Company no later than 11:00 am. on 14.7.2021.

It is pointed out that the shareholders who wish to appoint representatives to participate remotely in the voting on the topics of the General Meeting to be held before the General Meeting, will be able to appoint up to three (3) representative, whose appointment must be realized at least forty eight (48) hours before the date of the General Meeting (i.e. no later than 11:00 a.m. on 13.7.2021), as specifically stated below. After this deadline it will not be possible to participate through a representative in the voting that will take place before the General Meeting.

In case the quorum required by law and the Articles of Association for the discussion and decision on the above topics is not reached, during the Repeat Extrardinary General Meeting of the 22th.07.2021 the right to participate remotely in the ordinary general meeting by voting letter must be exercised anew before the repeat extraordinary general meetingby completing and submitting to the Company the "Form of Voting Letter", which the Company will make available on its website http://www.papoutsanis.gr/. This form must be sent to the Company completed in all its parts and signed by the person entitled to participate in the general meeting, in accordance with the specific instructions for the completion, signing and submission, which are included in it, or send the scanned document by e-mail to the e-mail address a.georgiadis@papoutsanis.gr, with the subject "Form of Voting Letter - General Meeting 22.07.2021" or by post to the Company in the Service Department of the Shareholder, at the address 71st km of the National Road Athens-Lamia, Vathi Avlidos of the Municipality of Chalkida so that it will be received at least twenty four (24) hours before the date of the General Meeting (i.e. no later than 11:00 am on 21.07.2021).

Shareholders who vote according to the above before the General Meeting are counted

Αρ. ΓΕΜΗ 121914222000

for the formation of the quorum and the majority, only if the relevant votes have been received by the Company no later than 11:00 am. on 21.07.2021.

In case of a Repeat General Meeting on 22.07.2021, shareholders who had not appointed a representative at the initial General Meeting or shareholders wishing to replace the representative they had appointed, in order to participate remotely in the vote to be held before the Repeat General Meeting, they may appoint up to three (3) representatives, whose appointment must be realized at least forty eight (48) hours before the date of the meeting of the Repeat General Meeting (i.e. no later than 11:00 am of 20.07.2021), as specifically mentioned below. After this date it will not be possible to participate through a representative in the voting that will take place before the Repeat General Meeting.

The eligible participant is invited to take care of the confirmation of the successful sending of the representative appointment form (or of the electronic authorization) and its receipt by the Company by calling the shareholder service department (Mr. Alexandros Georgiadis), at tel. No 2262085000.

EXERCISE OF VOTING RIGHT THROUGH A REPRESENTATIVE

The person entitled according to the above to participate in the general meeting can also participate in it through representatives. Each eligible participant may appoint up to three

  1. representatives. The restriction applies per securities account, i.e., if a shareholder holds shares of the Company which appear in more than one securities account, this restriction does not prevent the shareholder from appointing up to three representatives for the shares appearing in each securities account in relation to a certain general meeting. A representative acting for more eligible voters may vote separately for each of them.
    The power of attorney can be freely revoked the person entitled to participate may appoint a representative for one single general meeting or for any number of meetings that may take place within a certain time. The representative votes according to the instructions of the person that represents, if any, and files the voting instructions for at least one (1) year, from the date of the general meeting or, in case of postponement, of the last repeat meeting where the power of attorney was used. Non-compliance of the representative with the received instructions does not affect the validity of the decisions of the general meeting, even if the vote of the representative was decisive for their adoption.
    The shareholder representative is obliged to notify the Company before the beginning of

Αρ. ΓΕΜΗ 121914222000

the general meeting, of any specific event, which may be useful to the shareholders to assess the risk of the fact that the representative will serve other interests except the interests of the shareholder. For the purposes of this paragraph, a conflict of interest may arise in particular when the representative:

  1. is a shareholder exercising control of the Company or another legal entity or entity controlled by that shareholder;
  2. is a member of the board of directors or in general of the management of the Company or of a shareholder who exercises control of the Company or of another legal entity or of an entity controlled by a shareholder who exercises control of the Company;
  3. is an employee or auditor of the Company or a shareholder who exercises control over the Company or of another legal entity or of an entity controlled by a shareholder who exercises control of the Company;
  4. is a spouse or first degree relative with one of the natural persons of cases a΄ to c΄.

APPOINTMENT OF DEPUTY OR REPRESENTATIVE OR WITHDRAWAL OF THEM

The appointment of a representative or deputy and their revocation is realized only in writing and is notified to the Company at least 48 hours before the date of the meeting of the general meeting.

If the person entitled to participate did not comply with the above regarding the appointment of the representative or deputy and the postage of the relevant supporting documents to the Company, as defined above, he is entitled to participate in the general meeting, unless the general meeting refuses this participation for an important reason justifying its refusal.

The Company will make available on its website www.papoutsanis.grthe form that can be used by the shareholders for the appointment of a representative or deputy. The form for the appointment of a representative or deputy must be sent to the Company completed in all its parts and signed by the person entitled to participate in the general meeting, with the authenticated signature if the shareholder is a natural person or together with the legal documents if the shareholder is a legal entity or corporation, as well as a two sided photocopy of the identity card or passport of the representative and the deputy, in accordance with the specific instructions for the completion, signing and submission which are included in it, by e-mail as a scanned document at the address a.georgiadis@papoutsanis.gr, with the subject "Appointment of a representative general meeting 15.7.2021", or by post to the Company at the Shareholder Service Department of the Company, at the address 71st km of National Road Athens-Lamia, Vathi Avlidos of

This is an excerpt of the original content. To continue reading it, access the original document here.

Attachments

  • Original document
  • Permalink

Disclaimer

Papoutsanis SA published this content on 24 June 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 26 June 2021 11:08:20 UTC.