Collective and individual minority rights
If shareholders representing one twentieth (1/20) of the paid-up share capital so request, the Board of Directors shall be required to call an extraordinary General Meeting of the shareholders, appointing a day for the same that must not be more than forty five (45) days after the date upon which the Chairperson of the Board received such request. The items on the agenda must be cited in the request. Where the General Meeting is not convened by the Board of Directors within twenty (20) days from service of the request, it shall be convened by the applicant shareholders at the company’s expense by a court ruling rendered under the interim relief procedure. Such ruling shall specify the place and time of the meeting and the items on the agenda. That court ruling shall not be open to appeal. The Board of Directors shall call a General Meeting in line with the general provisions or under the process described in Article 135, unless the requesting shareholders have precluded that possibility.
At the request of shareholders representing one twentieth (1/20) of the paid up capital, the Board of Directors shall include new items in the agenda of a General Meeting which has already been called, provided that the Board of Directors receive the relevant request at least fifteen (15) days prior to the General Meeting. The additional items shall be disclosed or notified by the Board of Directors in line with Article 122 at least seven (7) days prior to the General Meeting. In relation to companies listed on a regulated market, any request to have additional items included in the agenda shall state the reasons for such inclusion or include a draft decision to be adopted by the General Meeting. The revised agenda shall be published in the same manner as the previous agenda, thirteen (13) days prior to the date of the General Meeting, and shall be at the same time posted on the company’s website, along with the reasons or the draft decision that were submitted by the shareholders in accordance with the provisions of Article 123(4). As regards both companies listed on a regulated market and companies not listed on a regulated market, if these items are not disclosed, the requesting shareholders may ask for a postponement of the General Meeting in accordance with paragraph (5) and may proceed to disclosure themselves at the company’s expense, in line with the provisions of the second subparagraph of this paragraph.
In relation to companies not listed on a regulated market, shareholders representing at least 1/20 of the paid-up share capital are entitled to submit draft decisions on any items included in the original or any revised agenda of a General Meeting. The relevant request must be received by the Directors no later than seven (7) days prior to the date of the General Meeting. The draft decisions must be made available to the shareholders as per Article 123(6) no later than six (6) days before the date of the General Meeting.
The Directors may refuse to include any items in the agenda or publish or disclose such items along with a reasoned decision and the draft decisions submitted by the shareholders in accordance with paragraphs (2) and (3) above, if the content of such items clearly contravenes the law or the moral conventions.
At the request of shareholders representing one twentieth (1/20) of the paid up capital, the Chairman of the General Meeting shall adjourn only once the adoption of decisions at any Ordinary or Extraordinary General Meeting for all or part of the agenda, setting as the date of resumption of the Meeting the date indicated in the shareholders’ request, which may not be more than thirty (20) days far from the date of the adjournment. The adjourned General Meeting is a continuation of the previous one and no publicity formalities apply in relation to the notice that is addressed to the shareholders. Such meeting may also be attended by any new shareholders, subject to the applicable attendance formalities. In relation to companies listed on a regulated market, the provisions of Article 124(6) shall apply.
At the request of any shareholder filed with the Company five (5) clear days prior to the General Meeting, the Board of Directors shall provide the General Meeting with any particular information requested in relation to the Company’s affairs, to the extent such information is useful in assessing accurately the items on the agenda. No obligation to provide information applies if the relevant information is already available on the Company’s website, in particular in the form of Q&As. Moreover, at the request of shareholders representing one twentieth (1/20) of the paid up capital, the Board of Directors shall disclose to the ordinary General Meeting any amounts paid over the last two years to any Directors or Company managers and any other provisions that were made to these persons for any reason or cause or under any contracts effective between them and the company. In all situations described above the Board of Directors may refuse to provide the requested information for a serious material reason which is cited in the minutes. Grounds for refusal may be, depending on the circumstances, representation of the requesting shareholders at the Board of Directors, in accordance with Articles 79 or 80. In the situation described in this paragraph, the Directors may provide a single answer to any shareholder requests relating to the same matter.
At the request of shareholders representing one tenth (1/10) of the paid up capital filed with the Company within the deadline prescribed in paragraph (6), the Board of Directors shall provide the General Meeting with information on the progress of corporate affairs and the Company’s financial standing. The Board of Directors may refuse to provide such information for a serious reason which is cited in the minutes. Such ground may, under the circumstances, be representation of the applicant shareholders on the Board of Directors in line with Articles 79 or 80, where the relevant members of the Board of Directors have taken adequate cognisance of these matters.
In the situations described in paragraphs (6) and (7) of this Article, any dispute as to the validity of the Board’s explanation of their refusal to provide the information requested shall be referred to the Courts and heard under the injunction procedure. By the same decision the court obliges the Company to provide the information it refused. That court ruling shall not be open to appeal.
At the request of shareholders representing one twentieth (1/20) of paid up share capital, a vote on any item(s) on the agenda of the General Meeting shall be carried out by open vote.
At the request of any shareholder(s) filed with the Company any time, the Directors shall inform the requesting shareholder(s) within twenty (20) days of the value of the Company’s share capital at the time, the classes of shares and the number of shares per class, in particular the number of preference shares, and the number of any blocked shares, including the type of restrictions applicable upon such shares. The requesting shareholder may also request information on how many and what type of shares he/she owns according to the Shareholder register. If the requested information is available on the Company’s website, the shareholder’s request may be denied as long as guidance is offered as to how such information can be accessed. The provisions of this paragraph shall not apply to companies listed on a regulated market.
Without prejudice to the applicable data protection regulations and provided that this permitted under the Articles of Association, any shareholder may request to be furnished a list of the Company’s shareholders indicating the full name, address and the number of shares held by each shareholder. The company is under no obligation to include in this list any shareholders participating in the share capital by 1% or less.
In all situations described in this Article, the requesting shareholders must prove their capacity as shareholders and, save in the situations described in the first subparagraph of paragraph (6) and in paragraph (10), the number of shares they hold at the time they exercise the relevant rights. Proof of such shall include depositing of their shares in accordance with Article 124(2). In relation to companies listed on a regulated market, shareholder status may be proven by any means offered by the law and in all events based on a notice the company receives from the central securities depository, where it provides registry services, or via brokers participating in and registered with the central securities depository in all other cases.
The Articles of Association may reduce up to 50% the percentage of paid up share capital required to exercise certain rights according to the provisions of this Article.
Article 142 Request for an extraordinary audit
The following persons or bodies shall be entitled to request an extraordinary audit of the company before a court of law (which hears the request in ex parte proceedings):
a) Any shareholders representing at least one twentieth (1/20) of the paid up capital;
b) The Hellenic Capital Market Commission, in relation to any companies whose shares or other securities are traded on a regulated market or a MTF or have become the subject of a public offering as part of the subscription of investors for new shares or as part of an allocation of existing shares.
An audit in accordance with the preceding paragraph shall be ordered if the court speculates that the actions described above infringe the law, the company’s Articles of Association or any decisions of the General Meeting. In any case, a request for an audit must be filed within three (3) years from the date the General Meeting authorised the financial statements of the accounting period in which the reported actions have allegedly occurred.
Shareholders representing at least one fifth (1/5) of the paid-up share capital may request an audit of the company before the courts, if the overall course of the company’s affairs implies and there is specific evidence indicating that the company’s affairs are not being handled in accordance with the rules of prudent management. The Articles of Association may reduce the percentage of paid-up capital required for the exercise of the right set out in this paragraph, but by no more than half.
The court may determine that the representation of the requesting shareholders in the Board of Directors, pursuant to Article 79 or 80, does not entitle them to file a request as per the provisions of this Article.
The shareholders’ right to request an audit is governed by the provisions of Article 141.