小杨嫂黑料 Invitation to Ordinary General Meeting
INVITATION 慰f the shareholders of the soci茅t茅 anonyme "小杨嫂黑料 SA - INTEGRATED LOTTERY SYSTEMS AND SERVICES" bearing the distinctive title 鈥溞⊙钌┖诹镶�� General Commercial Registry No. 818201000 to Ordinary General Meeting
According to Law and the Company鈥檚 Articles of Association and by relevant decision of the Company鈥檚 Board of Directors, Company鈥檚 Shareholders are invited to attend the Ordinary General Meeting to be held on Tuesday, August 30th 2022, at 12:00 p.m., at the Company鈥檚 registered head office at Peania Attica (19th km Markopoulou Ave., Peania, Attica), to discuss and decide upon the following issues on the Agenda:
ISSUES OF THE AGENDA
1. Submission for approval of the corporate and consolidated annual financial statements of the fiscal year 01.01.2021 to 31.12.2021 in accordance with the International Financial Reporting Standards (I.F.R.S.), after hearing the relevant Board of Directors鈥� Reports and the Certified Auditor's Report regarding the above mentioned fiscal year.
2. Approval of the overall management of the Company per article 108 of Law 4548/2018, as in force, and discharge of the Board of Directors members and of the Certified Auditors from any liability for indemnification regarding Company鈥檚 management, the financial statements and the consolidated financial statements, for the fiscal period under examination (01.01.2021-31.12.2021).
3. Presentation and submission to the General Assembly of the Annual Activities Report of the Audit Committee for the fiscal year 01.01.2021 to 31.12.2021 according to art. 44 of Law 4449/2017 as in force.
4. Election of regular and alternate Certified Auditors for the audit of the fiscal year 01.01.2022 to 31.12.2022 and for the issuance of the tax certificate and determination of their fees.
5. Discussion and voting on the Renumeration Report provided in article 112 of L. 4548/2018 in relation to the fiscal year 2021.
6. Approval of the remuneration of the Board of Directors members for the fiscal year 2021 according to art. 109 of L. 4548/2018, as in force.
7. Pre-approval of the provision of compensation and remuneration to the members of the Company鈥檚 Board of Directors for the current fiscal year (from 1.1.2022 to 31.12.2022), pursuant to art. 109 of L. 4548/2018, as in force.
8. Granting authorization to both Board of Directors members and Company鈥檚 Directors to participate in the Board of Directors or in the management of other affiliated companies as those companies are defined in article 32 of Law 4308/2014 and, therefore, the conducting on behalf of the affiliated companies of acts falling within the Company鈥檚 purposes.
9. Submission of the Report of the Independent Non- Executive Members of the Board of Directors to the Annual General Meeting, according to article 9 par. 5 of L. 4706/2020
10. Announcements.
小杨嫂黑料 informs its shareholders on the following:
A. Right to attend and vote at the General Meeting
All Shareholders of the Company have the right to attend the General Meeting and vote in person or by proxy, subject to the provisions of L.4548/2018 and as follows. Each share gives right to one vote.
Only the shareholder recorded with the Dematerialized Securities System managed by 鈥淗ellenic Central Securities Depository鈥� (ATHEXCSD), where the transferable securities (shares) of the Company are registered, has the right to participate and vote in the General Meeting.
The proof of the shareholding status is made by any legitimate means, however, on the basis of information received by the Company from the central repository of securities if it provides registry services or through the participants and registered intermediaries in the central repository of securities in any other case. The qualification as a shareholder must be in force on the beginning of 25.08.2022 (Record Date) that is, of the fifth (5th) day before the day of session of the General Meeting on 30.08.2022 and only those who are shareholders upon that specific date have the right to participate and vote at the General Meeting.
Shareholders, not having complied with the provisions of par. 4 of article 128 of L.4548/2018 as it applies, may only attend the General Meeting unless the General Meeting denies this participation because of an important cause which justifies its denial.
B. Final dates for exercising Minority Shareholders鈥� Rights pursuant to par. 2, 3, 6 and 7 of article 141 of the Law 4548/2018.
1. Shareholders representing one twentieth (1/20) of the paid capital share capital of the Company, may ask: a) with a request which must be received by the Board of Directors fifteen (15) days prior to the General Meeting (that is by 15.08.2022) and which must be accompanied by a justification or draft resolution for approval at the General Meeting, to include additional matters to the agenda of the General Meeting. The revised agenda is published thirteen (13) days prior to the date of the General Meeting (that is on 17.08.2022), in the same manner as the previous agenda. b) with a request which must be received by the Board of Directors at least seven (7) days prior to the date of the General Meeting that is by 23.08.2022, to make available to the shareholders at least six (6) days prior to the date of the General Meeting, that is until 24.08.2022, draft resolutions in relation to the matters included in the original or revised agenda.
2. Any shareholder may ask, by request submitted to the Company at least five (5) full days prior to the General Meeting, that is by 24.08.2022, the provision to the General Meeting of certain information on the Company鈥檚 business, to the extent that said information are relevant with the matters on the agenda.
3. Shareholders representing one tenth (1/10) of the paid capital stock of the Company, are entitled to ask by request submitted to the Company at least five (5) full days prior to the General Meeting, that is by 24.08.2022, the provision from the Board of Directors to the General Meeting of information on the course of the corporate affairs and its financial status.
Detailed information regarding the above minority rights and the right to exercise them is available on the Company鈥檚 website (www.intralot.com).
C. Procedure for voting by proxy Each shareholder participates in the General Meeting and vote either in person or by proxy. A proxy acting as a delegate for more than one shareholder may vote in a different manner for each shareholder. A shareholder may appoint a proxy for a single General Meeting or for any General Meeting that may occur within a specified period of time. The proxy votes according to the shareholder鈥檚 instructions, if any, and is obligated to maintain a record of voting instructions for at least one (1) year as from the General Meeting鈥檚 date. Failure of the proxy to comply with the instructions he has received, does not affect the status of the General Meeting鈥檚 resolutions, even if the delegate鈥檚 vote was instrumental for the majority鈥檚 attainment. A shareholder鈥檚 proxy is obligated to inform the Company, prior to the beginning of the session of the General Meeting, of any specific event, which may be useful to shareholders to evaluate the risk of the proxy serving interests other than the shareholder's interests. Conflict of interest may result when the proxy: a) is shareholder exercising control over the Company or is another legal person or entity controlled by such shareholder, or b) is a member of the Board of Directors or of the Company's management or of a shareholder exercising control over the Company or other legal person or entity controlled by the shareholder who exercises control on the Company, or c) is employee or auditor of the Company or shareholder exercising control on the Company or other legal person or entity controlled by a shareholder, who exercises control on the Company, or d) is spouse or first degree relative to one of the natural persons mentioned above under cases a' to c'. The appointment and the revocation of a shareholder鈥檚 proxy is made in writing and is notified to the Company in the same manner, at least forty-eight (48) hours prior to the date of session of the General Meeting. Each shareholder may appoint up to three (3) proxies. However, if a shareholder holds Company shares appearing in more than one securities鈥� accounts, this restriction does not prevent the shareholder from appointing separate proxies for shares appearing in each securities鈥� account as regards the General Meeting. 小杨嫂黑料 makes available on its website (www.intralot.com) the form to be used for appointing a proxy. The shareholder should submit this form completed and signed, to the Shareholder Services Department of the Company, at the address: 19km Markopoulou Ave., Peania Attica or fax it to: +30 2106106800, at least forty-eight (48) hours prior to the date of the General Meeting. The beneficiary is kindly requested to confirm that the proxy鈥檚 appointment form is successfully dispatched and received by the Company and, for this purpose, to contact the company at the telephone nr: +30 2130397000 (Shareholder Services Department). 小杨嫂黑料's Articles of Association does not foresee the possibility of participation of the shareholders in the General Meeting by electronic means, without the physical presence of shareholders at its premise or the distance participation of shareholders in the voting process either by electronic means or via post, and may not appoint or recall a proxy by electronic means.
D. Available Documents & Information The information of par.3 and 4 of article 123 of the Law 4548/2018 will be available in electronic format on the Company鈥檚 website (www.intralot.com). The full text of any documents and drafts of resolutions provided in par.4 of article 123 of the Law 4548/2018, will be available in paper format at the offices of the Company鈥檚 Shareholder Services Department at the following address: 19km Markopoulou Ave., Peania, Attica.
According to Law and the Company鈥檚 Articles of Association and by relevant decision of the Company鈥檚 Board of Directors, Company鈥檚 Shareholders are invited to attend the Ordinary General Meeting to be held on Tuesday, August 30th 2022, at 12:00 p.m., at the Company鈥檚 registered head office at Peania Attica (19th km Markopoulou Ave., Peania, Attica), to discuss and decide upon the following issues on the Agenda:
ISSUES OF THE AGENDA
1. Submission for approval of the corporate and consolidated annual financial statements of the fiscal year 01.01.2021 to 31.12.2021 in accordance with the International Financial Reporting Standards (I.F.R.S.), after hearing the relevant Board of Directors鈥� Reports and the Certified Auditor's Report regarding the above mentioned fiscal year.
2. Approval of the overall management of the Company per article 108 of Law 4548/2018, as in force, and discharge of the Board of Directors members and of the Certified Auditors from any liability for indemnification regarding Company鈥檚 management, the financial statements and the consolidated financial statements, for the fiscal period under examination (01.01.2021-31.12.2021).
3. Presentation and submission to the General Assembly of the Annual Activities Report of the Audit Committee for the fiscal year 01.01.2021 to 31.12.2021 according to art. 44 of Law 4449/2017 as in force.
4. Election of regular and alternate Certified Auditors for the audit of the fiscal year 01.01.2022 to 31.12.2022 and for the issuance of the tax certificate and determination of their fees.
5. Discussion and voting on the Renumeration Report provided in article 112 of L. 4548/2018 in relation to the fiscal year 2021.
6. Approval of the remuneration of the Board of Directors members for the fiscal year 2021 according to art. 109 of L. 4548/2018, as in force.
7. Pre-approval of the provision of compensation and remuneration to the members of the Company鈥檚 Board of Directors for the current fiscal year (from 1.1.2022 to 31.12.2022), pursuant to art. 109 of L. 4548/2018, as in force.
8. Granting authorization to both Board of Directors members and Company鈥檚 Directors to participate in the Board of Directors or in the management of other affiliated companies as those companies are defined in article 32 of Law 4308/2014 and, therefore, the conducting on behalf of the affiliated companies of acts falling within the Company鈥檚 purposes.
9. Submission of the Report of the Independent Non- Executive Members of the Board of Directors to the Annual General Meeting, according to article 9 par. 5 of L. 4706/2020
10. Announcements.
小杨嫂黑料 informs its shareholders on the following:
A. Right to attend and vote at the General Meeting
All Shareholders of the Company have the right to attend the General Meeting and vote in person or by proxy, subject to the provisions of L.4548/2018 and as follows. Each share gives right to one vote.
Only the shareholder recorded with the Dematerialized Securities System managed by 鈥淗ellenic Central Securities Depository鈥� (ATHEXCSD), where the transferable securities (shares) of the Company are registered, has the right to participate and vote in the General Meeting.
The proof of the shareholding status is made by any legitimate means, however, on the basis of information received by the Company from the central repository of securities if it provides registry services or through the participants and registered intermediaries in the central repository of securities in any other case. The qualification as a shareholder must be in force on the beginning of 25.08.2022 (Record Date) that is, of the fifth (5th) day before the day of session of the General Meeting on 30.08.2022 and only those who are shareholders upon that specific date have the right to participate and vote at the General Meeting.
Shareholders, not having complied with the provisions of par. 4 of article 128 of L.4548/2018 as it applies, may only attend the General Meeting unless the General Meeting denies this participation because of an important cause which justifies its denial.
B. Final dates for exercising Minority Shareholders鈥� Rights pursuant to par. 2, 3, 6 and 7 of article 141 of the Law 4548/2018.
1. Shareholders representing one twentieth (1/20) of the paid capital share capital of the Company, may ask: a) with a request which must be received by the Board of Directors fifteen (15) days prior to the General Meeting (that is by 15.08.2022) and which must be accompanied by a justification or draft resolution for approval at the General Meeting, to include additional matters to the agenda of the General Meeting. The revised agenda is published thirteen (13) days prior to the date of the General Meeting (that is on 17.08.2022), in the same manner as the previous agenda. b) with a request which must be received by the Board of Directors at least seven (7) days prior to the date of the General Meeting that is by 23.08.2022, to make available to the shareholders at least six (6) days prior to the date of the General Meeting, that is until 24.08.2022, draft resolutions in relation to the matters included in the original or revised agenda.
2. Any shareholder may ask, by request submitted to the Company at least five (5) full days prior to the General Meeting, that is by 24.08.2022, the provision to the General Meeting of certain information on the Company鈥檚 business, to the extent that said information are relevant with the matters on the agenda.
3. Shareholders representing one tenth (1/10) of the paid capital stock of the Company, are entitled to ask by request submitted to the Company at least five (5) full days prior to the General Meeting, that is by 24.08.2022, the provision from the Board of Directors to the General Meeting of information on the course of the corporate affairs and its financial status.
Detailed information regarding the above minority rights and the right to exercise them is available on the Company鈥檚 website (www.intralot.com).
C. Procedure for voting by proxy Each shareholder participates in the General Meeting and vote either in person or by proxy. A proxy acting as a delegate for more than one shareholder may vote in a different manner for each shareholder. A shareholder may appoint a proxy for a single General Meeting or for any General Meeting that may occur within a specified period of time. The proxy votes according to the shareholder鈥檚 instructions, if any, and is obligated to maintain a record of voting instructions for at least one (1) year as from the General Meeting鈥檚 date. Failure of the proxy to comply with the instructions he has received, does not affect the status of the General Meeting鈥檚 resolutions, even if the delegate鈥檚 vote was instrumental for the majority鈥檚 attainment. A shareholder鈥檚 proxy is obligated to inform the Company, prior to the beginning of the session of the General Meeting, of any specific event, which may be useful to shareholders to evaluate the risk of the proxy serving interests other than the shareholder's interests. Conflict of interest may result when the proxy: a) is shareholder exercising control over the Company or is another legal person or entity controlled by such shareholder, or b) is a member of the Board of Directors or of the Company's management or of a shareholder exercising control over the Company or other legal person or entity controlled by the shareholder who exercises control on the Company, or c) is employee or auditor of the Company or shareholder exercising control on the Company or other legal person or entity controlled by a shareholder, who exercises control on the Company, or d) is spouse or first degree relative to one of the natural persons mentioned above under cases a' to c'. The appointment and the revocation of a shareholder鈥檚 proxy is made in writing and is notified to the Company in the same manner, at least forty-eight (48) hours prior to the date of session of the General Meeting. Each shareholder may appoint up to three (3) proxies. However, if a shareholder holds Company shares appearing in more than one securities鈥� accounts, this restriction does not prevent the shareholder from appointing separate proxies for shares appearing in each securities鈥� account as regards the General Meeting. 小杨嫂黑料 makes available on its website (www.intralot.com) the form to be used for appointing a proxy. The shareholder should submit this form completed and signed, to the Shareholder Services Department of the Company, at the address: 19km Markopoulou Ave., Peania Attica or fax it to: +30 2106106800, at least forty-eight (48) hours prior to the date of the General Meeting. The beneficiary is kindly requested to confirm that the proxy鈥檚 appointment form is successfully dispatched and received by the Company and, for this purpose, to contact the company at the telephone nr: +30 2130397000 (Shareholder Services Department). 小杨嫂黑料's Articles of Association does not foresee the possibility of participation of the shareholders in the General Meeting by electronic means, without the physical presence of shareholders at its premise or the distance participation of shareholders in the voting process either by electronic means or via post, and may not appoint or recall a proxy by electronic means.
D. Available Documents & Information The information of par.3 and 4 of article 123 of the Law 4548/2018 will be available in electronic format on the Company鈥檚 website (www.intralot.com). The full text of any documents and drafts of resolutions provided in par.4 of article 123 of the Law 4548/2018, will be available in paper format at the offices of the Company鈥檚 Shareholder Services Department at the following address: 19km Markopoulou Ave., Peania, Attica.