Shareholder rights

Lampsa Hellenic Hotels S.A

Each share of the company incorporates all rights and obligations stipulated by Codified Law 2190/920 (hereinafter referred to as the “Law”) and the company’s Charter, which, however, do not contain provisions that may be more restrictive than those provided by the Law. Possession of a share results in the owner’s acceptance of the company’s Articles of Association and the legal decisions of the General Meeting of the Shareholders.

The company’s Charter does not favor any specific shareholders. The company’s shares are publicly traded at a unit of 10 shares. The shareholders’ responsibility is limited to the nominal value of the shares held. Each share grants possession rights to the company’s assets, with corresponding participation in its profits, in accordance with the Law and provisions of the company’s Charter. The rights and obligations emanating from each share are devolved on any universal or special successor of the shareholder.

Shareholders exercise their rights in relation to the company’s Management only through the General Meeting. Shareholders enjoy a right of preference in any future share capital increase, depending on their participation in the company’s existing share capital, as stipulated in Article 13, Section 5, of Law 2190/1920.In no case may the lenders and the universal or special successors of a shareholder provoke the seizure on any of the company’s assets; the seizure or termination of its books; request its distribution or liquidation or in any way participate in the company’s management and administration.

As regards the relationship between the shareholder and the company, each shareholder, no matter where he/she resides, is considered to have as a legal residence the company’s headquarters, and is subject to Greek Law. Any dispute between the company and shareholders and/or third parties is under the sole jurisdiction of the ordinary courts of Law. The company is obliged to present its arguments only before the courts located in its domicile. Each share is indivisible and incorporates one voting right.

In order to exercise their voting rights, joint shareholders should declare to the company in writing a certain representative who will represent them in the General Meeting of the Shareholders. The exercise of their voting rights in the General Meeting will be postponed until the specification of their representation. Every shareholder is entitled to participate in the General Meeting, either in person or through a representative.

According to Article 51 of Law 2396/96, before a Shareholder can participate in the General Meeting, he/she must deposit with the company the respective Share Block Certificate issued by the SECURITIES DEPOSITORY S.A., whereby his capacity as Shareholder, the block of shares he/she holds, and any encumberments attached to them are verified, at least five (5) days prior to the date of the General Meeting.

The Share Block Certificates, as well as the certificates of representation of shareholders, must be deposited with the Company within the aforesaid period of notice, while the Shareholder is provided with proof of entrance to the General Meeting. According to the Law and the company’s Charter, shareholders who wish to participate in the General Meeting must deposit with the company the relevant certification obtainable from the CENTRAL SECURITIES DEPOSITORY S.A., according to Article 51 of Law 2396/96, or a certification that corresponds to the certification from the CENTRAL SECURITIES DEPOSITORY S.A., or take the deposited securities, in case they have not been materialized yet, to the company, the Deposit and Loan Funds, or any recognized Bank whose seat is in Greece, at least five (5) days prior to the date of the General Meeting:

Shareholders (of materialized shares) who have an operator (Bank or Stock Brokerage) should block their shares through their operator and deposit with the company the Share Block Certificate issued by the CENTRAL SECURITIES DEPOSITORY S.A. for participation in the General Meeting, together with any certificates of representation.
Shareholders (of materialized shares) who do not have an operator, but are registered in the relevant account operated by the CENTRAL SECURITIES DEPOSITORY S.A., should apply directly to the CENTRAL SECURITIES DEPOSITORY S.A. to block their shares, and subsequently deposit with the company the Share Block Certificate, together with any certificates of representation. The company provides the shareholder with the relevant proof of entrance to the General Meeting. Shareholders who do not comply with the above may participate in the General Meeting only with permission of the latter. Shareholders representing 5% of the paid-in Share Capital have the right to:

Request the appointment of one or more auditors to audit the company, according to articles 40, 40e of Law 2190/1920.
Request an Extraordinary General Meeting of the Shareholders. The Board of Directors is then obliged to convene such a meeting within a time period no longer than 30 days following the application date to the Chairman of the Board of Directors. Shareholder applicants must include all the subjects of the meeting’s agenda in the application form. Each shareholder is yielded to request the annual financial statements along with the relevant reports of the Board of Directors and the Auditors of the company, ten (10) days prior to the Ordinary General Meeting of the Shareholders. Dividends are entitled to each shareholder on the date of approval of the financial statements by the Ordinary General Meeting of the Shareholders, or whenever else specified. The dividend for each share is paid to its holder within two (2) months from the date on which the Ordinary General Meeting approved the annual financial statements. The place and payment process for dividends is announced through a Press Release. Dividends that have not been claimed for a 5-year period are received by the Greek State. With regard to the share deposit process, in order for each shareholder to participate in the company’s General Meetings of the Shareholders and dividend payment process, the procedures stipulated in the Procedure of Clearing and Settlement of the Central Securities Depository’s Dematerialized Securities System are applied, as the latter is effective.