INVITATION OF SHAREHOLDERS
AT AN EXTRAORDINARY GENERAL MEETING
«AS Commercial - Industrial Computer & Toys Company S.A.»
NO. G.E.MI.57546304000 (former ΑΜΑΕ: 22949/06/Β/90/107)
The Board of Directors of the Company "AS Commercial - Industrial Computer & Toys Company S.A.", by its decision dated 22.11.2024, in accordance with the Law and the Articles of Association of the Company, invites the Shareholders to an Extraordinary General Meeting, which will be held for all shareholders by teleconference, in real time, assisted by an Operator (Operator Assisted Real-Time Teleconference), on Monday, December 16, 2024, at 11:00 a.m., with the sole agenda item:
SOLE SUBJECT: Decision on extraordinary cash distribution to the Company's shareholders from the taxed and undistributed profits of previous years, totaling € 690,843.30.
In case the required quorum is not reached according to the Law and the Articles of Association of the Company on the date of 16.12.2024, a Repeat General Meeting will be convened in the same way (teleconference in real time), on Monday, December 23, 2024 at 11:00 a.m. For the Repeat Meeting, no new invitation will be published in accordance with para. 2 of article 130 of Law 4548/2018.
According to Law 4548/2018, as amended and currently in force, the Company informs shareholders of the following:
A. RIGHT TO PARTICIPATE AND VOTE IN THE GENERAL MEETING
At the Extraordinary General Meeting (or its repeat meeting):
- Only natural and legal persons who have shareholder status at the beginning of 11.12.2024 (record date) have the right to participate and vote. In case of a Repeat General Meeting, the above record date applies.
- proof of shareholder status may be made by any legal means and by direct electronic connection of the Company with the electronic files of the entity that maintains and manages the Company's securities ("Hellenic Central Securities Depository Societe Anonyme" (ELKAT)). Shareholders may participate in the repeat General Meeting under the same formal conditions.
- The exercise of participation and voting rights does not require the blocking of the beneficiary's shares or the observance of any other similar procedure, which restricts the possibility of selling and transferring them during the period between the record date and the date of the General Meeting or the Repeat General Meeting.
B. RIGHT TO PARTICIPATE AND VOTE IN THE GENERAL MEETING REMOTELY VIA TELECONFERENCE
The General Meeting (or any repeat meeting) will be held for all shareholders remotely, in real time, by teleconference, assisted by an Operator (Operator Assisted Real-Time Teleconference), in accordance with article 22 par. 3 of the Company's Articles of Association and articles 120 par. 3 and 125 of Law 4548/2018.
Shareholders wishing to participate in the General Meeting (and/or any repeat meeting), in person or through a proxy, must complete and send by e-mail, to investors@ascompany.gr email address, the form "Participation Statement - Authorization of Representation at the General Meeting remotely" posted on https://ir.ascompany.grwebsite, at least 48 hours before the date and time set for the General Meeting (initial or any repeat meeting). After the timely completion of the above procedure, the shareholders entitled to participate in the General Meeting will be sent, by e-mail, to the e-mail address they have declared, the telephone number and instructions for their communication with the Company "Chorus Call Hellas S.A.", which is appointed as Teleconference Operator. On the day of the General Meeting and no later than thirty minutes before its commencement, shareholders or their representatives should contact the above Teleconference Coordinator, following the instructions that will be sent to them, in order to participate in the proceedings of the General Meeting, by receiving a relevant code.
It is possible to participate in the votes of the General Meeting remotely, by correspondence or by electronic means, pursuant to article 126 of Law 4548/2018 and provided for in article 22 of the Company's Articles of Association. Shareholders who vote by mail or electronic means are counted for the formation of the quorum and majority if the relevant votes are received by the Company no later than twenty-four (24) hours before the beginning of the General Meeting (initial or repeat). A relevant voting form is posted on the Company's website https://ir.ascompany.gr. The form must be completed, signed and sent, with authentication of signature, by post to the Company's address (Ionia Street, PC 57013, P.O. Box: 176, Oraiokastro, Thessaloniki, attn. Shareholder Services Department) or via e-mail to investors@ascompany.gr.
C. PROCEDURE FOR EXERCISING VOTING RIGHTS BY PROXY
Each shareholder may participate in the General Meeting and any repeat meeting through its legally authorized representatives, as defined below.
The appointment and/or revocation and/or replacement of a representative shall be made in writing. Shareholders wishing to participate in the General Meeting and/or in any repeat Meeting through a proxy, must send the form "Declaration of Participation - Authorization of Representation at the General Meeting remotely", which is posted on the Company's website https://ir.ascompany.gr.The form must be completed, signed and authenticated by post, by registered mail, at the Company's address (Ionias Street, PC 57013, P.O. Box: 176, Oraiokastro, Thessaloniki, to the attention of the Shareholder Services Department), or by e-mail to investors@ascompany.gr, at least 48 hours before the date and time set for the General Meeting (initial or repeat).
Each shareholder may appoint up to three (3) proxies. Legal entities participate in the General Meeting and/or any repeat meeting, appointing up to three (3) natural persons as their representatives. If the Shareholder holds shares of the Company, which appear in more than one
securities account, he may appoint different proxies to the General Meeting for the shares appearing in each securities account.
The proxy votes in accordance with the instructions of the Shareholder, if any, and is obliged to file the voting instructions for at least one (1) year from the date of the General Meeting or the Repeat Meeting, at which he used the proxy.
The beneficiary shareholder is requested to ensure the confirmation of the successful sending of the proxy appointment form and its receipt by the Company, by calling: 2310572000.
The proxy of the Shareholder is obliged to disclose to the Company, before the commencement of the General Meeting, any specific fact, which may be useful to the Shareholders in determining the existence of the risk that the proxy serves interests other than those of the Shareholder (conflict of interest). Within the meaning of this paragraph, a conflict of interest may arise in particular when the representative: (a) is a controlling Shareholder of the Company, or another legal person or entity controlled by such Shareholder, (b) is a Member of the Board of Directors or the general management of the Company or a Shareholder exercising control of the Company, or another legal person or entity controlled by a controlling shareholder of the Company, (c) is an employee or auditor of the Company or a controlling Shareholder of the Company, or of another legal person or entity controlled by a Shareholder who exercises control of the Company, (d) is the spouse or first degree relative of one of the natural persons referred to in subparagraphs (a) to (c).
D. MINORITY RIGHTS OF SHAREHOLDERS
According to Article 121 para. 4 of Law 4548/2018, Shareholders, inter alia, have the following rights provided for in article 141 par. 2, 3, 6 and 7 of Law 4548/2018:
I. At the request of shareholders representing one twentieth (1/20) of the paid-up share capital, the Board of Directors of the Company is obliged to include additional items in the Agenda of the convened General Meeting, if the relevant request is received by the Board of Directors at least fifteen (15) days before the General Meeting. The request for the inclusion of additional items in the Agenda of the General Meeting is accompanied by a justification or a draft decision for approval by the General Meeting. The revised Agenda is then made public, in the same way as the previous Agenda, thirteen (13) days before the date of the General Meeting. At the same time, the revised Agenda is made available to the Shareholders through its posting on the Company's website, together with the justification or draft decision submitted by the Shareholders, as provided for in article 123 par. 4 of Law 4548/2018. If these items are not published, the applicant shareholders, representing 1/20 of the paid-up capital, are entitled to request the postponement of the General Meeting, in accordance with paragraph 5 of article 141 of Law 4548/2018 and to proceed with the publication themselves, in accordance with the second subparagraph of article 141 par. 2, at the expense of the Company.
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Shareholders representing one twentieth (1/20) of the paid-up capital have the right to submit draft resolutions on issues included in the initial or any revised agenda of the general meeting. The relevant request must reach the Board of Directors at least seven (7) days before the date of the General Meeting, and the draft resolutions are made available to shareholders in accordance with paragraph 3 of Article 123, at least six (6) days before the date of the General Meeting.
III. At the request of any Shareholder submitted to the Company at least five (5) full days prior to the General Meeting, the Board of Directors is obliged to provide the General Meeting with the
requested specific information on the Company's affairs, to the extent that these are relevant to the items on the General Meeting's Agenda. The Board of Directors may respond uniformly to shareholder requests with the same content. There is no obligation to provide information when the relevant information is already available on the Company's website, especially in the form of questions and answers.
IV. At the request of shareholders representing one tenth (1/10) of the paid-up share capital, the Board of Directors is obliged to provide the General Meeting with information on the course of corporate affairs and the state of the Company's assets. The application must be submitted to the Company at least five (5) full days before the General Meeting. The Board of Directors may refuse to provide the information for a substantial reason, which shall be recorded in the minutes. Corresponding deadlines for any exercise of minority rights of shareholders also apply in case of Repeat General Meetings.
The above and other collective and individual minority rights are detailed in article 141 of Law 4548/2018.
In all the above-mentioned cases, the applicant Shareholders must prove their shareholder status and, subject to the case of paragraph III. above, the number of shares they hold when exercising the relevant right. Such proof is also the presentation of a certificate from the body in which the relevant securities are held or the certification of the shareholder status through a direct electronic connection between the body and the Company.
E. AVAILABLE DOCUMENTS & INFORMATION
The information referred to in article 123 par. 3 and 4 of Law 4548/2018, as in force, including this invitation, the documents to be submitted to the General Meeting, the draft decisions proposed by the Board of Directors on the items of the Agenda, the participation and representation forms, information on the exercise of the above minority rights defined in Law 4548/2018 as well as the total number of shares currently existing and voting rights, are available in electronic form on the Company's website (https://ir.ascompany.gr).
For any further information, shareholders may contact the Company at tel. 2310 572000, Shareholder Services Department.
Oraiokastro, 22/11/2024