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Avenir: Invitation

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In accordance with the law and the Company’s Articles of Association of “AVENIR LEISURE & ENTERTAINMENT INFORMATICS S.A” discreetly as “AVENIR S.A”, registered in Athens, 5 Koumpari Str, Kolonaki, (...: 18302/06//88/35 )following its resolution taken by  its Board of Directors meeting of 21st November 2011, invites the Shareholders of the Company to an Extraordinary General Meeting  (thereinafter EGM)to be held at 13:30 hours of Friday 16 December 2011 in the Companys registered  offices   (5 Koumpari Str, Kolonaki, Athens 10674) held with the following agenda. If the quorum required by the law is not established, the Board of Directors hereby invites the Shareholders of the Company to a 1st Reiterative General Meeting to be held at 11:30 hours of Tuesday 27 December 2011, and to a 2nd Reiterative General Meeting to be held at 13:30 hours of Monday 9 January 2012, both Reiterative Meetings to be held at the same venue as above mentioned.
 
DAILY AGENDA
 
1. Authorization of the Board of Directors for the issuance of Convertible Bond Loan (thereinafter CBL) with abolishment of the preference right of old shareholders of the Company, according to the provisions of Law.3156/2003, articles 3a combined with article 13 paragraph 1 (b) and 13 paragraph 10 of Law 2190/1920 as well as article 8, paragraph 3 of the memorandum of association.

2. Authorization of the Board of Directors for the determination of the specific issuance and placement conditions of the Convertible Bond Loan.

 
According to article 26 para. 2b and 28 of law 2190/1920, as amended and enriched accordingly with articles 3 and 5 of law 3884/2010, the company informs shareholders of the following:

I. Right to participate in the General Meeting
 
Eligible to participate and vote in the General meeting are only the individuals or legal entities appearing as shareholders of the Company in the Dematerialized Securities file of the Company, kept electronically with the company “HELLENIC EXCHANGE HOLDING, CLEARING, SETTLEMENT & REGISTRY S.A.” (HELEX) on the start of the fifth (5th) day before the date set for the General Meeting, i.e. of 11 December  2011 (record date). The relevant certificate issued by HELEX in writing as evidence of shareholder capacity must be received by the Company no later than the third (3rd) day before the date set for the General Meeting, i.e. by 13 December 2011. Shareholders who are legal entities must within the same deadline submit their legalization documents in accordance with the law.
 
Accordingly in case of a Reiterative Meeting, the status of shareholder must exist at the start of the 4th day before the day of the Reiterative General Meeting on 23 December 2011 and 5 January 2012. The relevant certificate issued by HELEX in writing as proof of shareholder status must be received by the Company no later than the third (3rd) day before the date set for the 1st and 2nd Reiterative General Meeting, i.e. by 24 December 2011 and by 6 January 2012, respectively. Shareholders who are legal persons must within the same deadlines submit their legalization documents in accordance with the law.
 
For the Company, eligible to participate and vote in the General Meeting shall only be the persons having shareholder status on the corresponding record date. Where a shareholder fails to comply with the provisions of article 28(a) of C.L. 2190/1920, such shareholder may participate in the General Meeting only after being granted permission by it. Exercise of the rights in question does not require blocking of the shares held by the beneficiary neither observance of any other procedure restricting the ability to sale and transfer these shares during the period of time between the record date and the date set for the General Meeting.
 
 
II. Procedure for the exercise of voting rights by proxy

Eligible shareholders may participate in the General Meeting either in person or in proxy each shareholder may appoint up to three (3) proxies. Legal entities participate in the General meeting by appointing up to three (3) natural persons as their proxies. Shareholders may obtain the sample of the plenipotentiary document for appointment of one or more representatives from the Company’s website, www.avenir.gr, or in hard copy from the Company’s Shareholders Department (5 Koumpari Str, Kolonaki, Athens, tel. 210.6655800). Appointment and revocation of representatives shall be made in writing and notified to the Company’s offices at the address given above at least three (3) days before the date set for the General Meeting. The same deadline and procedures shall apply for the 1st and 2nd Reiterative General Meeting. The mentioned document will be also available at the companys website-www.avenir.gr- as of 26th of November 2011.
 
The proxy of a shareholder is required to notify the Company prior to the General Meeting of any fact which may be of use to shareholders in assessing the risk of such proxy serving interests other than those of the shareholder concerned. A conflict of interests in accordance with the above may arise in particular when the representative concerned: (a) is a shareholder exercising control over the Company or is another legal person or entity that is controlled by that shareholder; (b) is a member of the Board of Directors or in general of the Management of the Company or of a shareholder exercising control over the Company; (c) is an employee or certified auditor of the Company or of a shareholder exercising control over the Company or of another legal person or entity controlled by a shareholder exercising control over the Company; or (d) is a spouse or relative in the first degree of one of the natural persons mentioned in cases (a) to (c) above.
III. Rights of minority shareholders
In accordance with article 39 paragraphs 2, 2(a), 4 and 5 of C.L. 2190/1920, shareholders have, inter alia, the following rights:
 
i. Shareholders representing one twentieth (1/20) of the Company’s paid-up share capital may request the Board of Directors to include additional items on the Agenda for the General Meeting, following a relevant application which must be received by the Board of Directors at least fifteen (15) days before the date set for the General Meeting, i.e. by 30 November 2011. The application for including additional items on the Agenda shall be accompanied by a justification of reasons for it or by a draft resolution for approval by the General Meeting, and the revised Agenda shall be publicized in the same way as the original Agenda, thirteen (13) days before the date set for the General Meeting, i.e. on 2 December 2011, and shall be made available simultaneously to the shareholders on the Company’s website, together with the accompanying justification or draft resolution submitted by the shareholders in accordance with the provisions of article 27 par. 3 of C.L. 2190/1920.
 
ii. Following an application submitted by shareholders representing one twentieth (1/20) of the Company’s paid-up share capital, the Board of Directors shall make available to the shareholders, in accordance with the provisions of article 27 par. 3 of C.L. 2190/1920, at least six (6) days before the date set for the General Meeting, i.e. by 23 June 2011 at the latest, draft resolutions for the items included in the original or revised Agenda, provided that the corresponding application is received by the Board of Directors at least seven (7) days before the date set for the General Meeting, i.e. by 22 June 2011.
 
iii. Following an application by any shareholder, such application to be submitted to the Company at least five (5) days before the date set for the General Meeting, i.e. by 10 December 2011, the Board of Directors is obliged to provide to the General Meeting the specific information applied for regarding Company affairs, to the extent to which these are of use in the actual assessment of the items on the Agenda. The Board of Directors may provide a single response to applications by shareholders having the same content. The obligation to provide information shall not exist if such information is already available from the Company’s website, especially in the form of questions and answers. The Board of Directors may refuse to provide information on sufficient grounds, which are recorded in the Minutes.
 
iv. Following an application by shareholders representing one fifth (1/5) of the Company’s paid-up share capital, such application to be submitted to the Company within at least five (5) full days before the date set for the General Meeting, i.e. by 10 December 2011, the Board of Directors is obliged to provide to the General Meeting information on the course of Company affairs and the status of the Company’s assets. The Board of Directors may refuse to provide information on sufficient grounds, which are recorded in the Minutes.
 
The above deadlines regarding the exercise of the rights of minority shareholders shall also apply in the case of Reiterative General Meetings.
In order to exercise any of the above rights, applicant shareholders must supply proof of their shareholder status and of the number of shares in their possession at the time of exercise of the corresponding right. Production of a relevant certificate issued by HELEX shall be admitted as such proof.

 
IV. Available documents and information
The information of article 27 par. 3 of C.L. 2190/1920, including the present invitation, the form for the appointment of one or more representatives and the draft resolutions on the items of the agenda shall be available in electronic form from the Company’s website, www.avenir.gr.. The full text of the draft resolutions and of any documents provided for under article 27 par. 3(c) and 3(d) of C.L. 2190/1920 shall be supplied to shareholders upon request in hard copy from the offices of the Company’s Shareholders Department (5 Koumpari Str, Kolonaki, Athens, tel. 210.6655800).
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