PUBLIC POWER CORPORATION S.A. in order to inform and facilitate its shareholders and the investors, provides hereby information regarding the obligation and the procedure for the notification of major holdings, as per the provisions of Greek Law 3556/2007 (henceforth referred to as "the Law"), as applicable, the provisions of the Decision no. 1/434/3.7.2007 of the Board of Directors of the Hellenic Capital Market Commission (HCMC) (henceforth referred to as "the Decision") and the relevant clarifications of the interpretatitive Circular no 33 of the HCMC (henceforth referred to as "the Circular").
A) PERSONS SUBJECT TO THE OBLIGATION TO NOTIFY MAJOR HOLDINGS OR VOTING RIGHTS OR FINANCIAL INSTRUMENTS:
As per articles 9, 10, 11 and 14 par. 2 of the Law, there is an individual obligation:
(a) for every shareholder of the company who acquires or disposes shares with voting rights which are listed on regulated markets and, as a result of such acquisition or disposal, the voting rights he holds reach, exceed or fall below the threshold of 5%, 10%, 15%, 20%, 25%, 1/3, 50% and 2/3,
(b) for every shareholder who holds a percentage of voting rights greater than 10%, and in any case of change in the above mentioned percentage that is equal to or greater than 3% of the total voting rights of the issuer,
(c) for every person who is entitled to acquire, dispose or exercise rights, under any of the cases referred to in article 10 of the Law or under any combination of these cases,
(d) for every person who holds, directly or indirectly or through a third person, financial instruments within the meaning and under the conditions of article 11 of the Law, as applicable,
to notify accordingly the issuer and the HCMC, as per article 14 of the Law.
Pursuant to the provisions of the new article 11A of the Law, the notification obligation as per articles 9, 10 and 11 of the Law also applies to persons, when the number of the voting rights held directly or indirectly, in accordance with those provided for in the above cases (a), (b) and (c), combined with the number of voting rights arising from holding of financial instruments directly or indirectly under article 11 of the Law, reaches, exceeds or falls below the thresholds of case (a).
PPC S.A., in order to facilitate the calculation of the above thresholds, has published on its website (www.dei.gr) its share capital (€ 575,360,000), divided into 232,000,000 common shares corresponding to 232,000,000 voting rights of a nominal value of € 2.48 each.
B) PROCEDURE AND DEADLINE FOR SUBMITTING THE NOTIFICATION - COMPETENT AUTHORITIES:
1) The persons subject to the notification obligation as per articles 9 to 11A of the Law, as applicable, shall be obliged to proceed with the notification of any major, as per the above provisions, change of their holdings in the voting rights of the issuer simultaneously to both the issuer and the HCMC as soon as possible and, in any case, no later than three (3) trading days following the date on which the shareholder or the person who acquired the voting rights:
(a) is informed of the acquisition or the disposal or the possibility to exercise the voting rights, or
(b) taking into consideration the circumstances in each case, should have been informed of the acquisition or the disposal or the possibility to exercise the voting rights, irrespective of the date on which the acquisition or the disposal actually took place or the exercise the voting rights was actually rendered possible, or
(c) is informed of an event reffered to in par.3 of article 9 of the Law.
In order to facilitate the monitoring of the trading days, the HCMC has posted on its website (www.cmc.gov.gr ) the trading days’ calendar of the regulated markets which are located or operate in Greece.
To the extent that the above information may be considered as privileged, the persons subject to the notification obligation shall be obliged to act with due diligence in monitoring the orders given for the execution of the transactions and to take the necessary measures in order to be timely informed on whether they were executed or not and proceed with their notification.
(2) According to article 14 par.1 of the Law, as applicable, the notification to the issuer and the HCMC shall contain the following information:
(a) the percentage of the voting rights held as a result of the acquisition or the disposal,
(b) the chain of controlled undertakings through which the voting rights are in essence held, as the case may be,
(c) the date on which the percentage of the voting rights reached, exceeded or fell below the above specified thresholds, and
(d) the identity of the shareholder, even if such shareholder does not have the right to exercise the voting rights pursuant to the provisions of article 10 of the Law, as well as the identity of the person who is entitled to exercise the voting rights on behalf of the said shareholder.
(3) The simultaneous notification to the issuer and the HCMC shall be made by submitting to both of them the relevant form for notification ─ the standard form is posted on the HCMC website (http://www.hcmc.gr/aweb/files/dposlc/files/Form%20for%20notification%20of%20major%20holdings.pdf ) both in Greek and in English. The standard form is accompanied by an Annex which shall be filled in by the persons subject to the notification obligation with their personal details and shall be submitted only to the HCMC. When filling out the Annex, in addition to the requested information, the person subject to the notification obligation is advised to mention his/her father’s name. It is noted that the person sublect to the notification obligation is responsible for the accurate completion of the notification form and for any mistakes or omissions in it. It is further noted that the notification form shall be submitted to the issuer and the HCMC dully signed. The notification form is considered dully signed when bearing the signature of the person subject to the notification obligation or of any other legally authorized person. In the event that the person subject to the notification obligation is a legal entity, the form shall be signed by its legal representative.
In any case, along with the notification form, all relevant authorization documents shall be submitted to the issuer and the HCMC; such documents shall remain in force until they are revoked. The dully signed notification form shall be submitted to:
(a) to the issuer, at the Company’s registered offices, 30 Chalkokondyli St., GR 10432, Athens, to the attention of the Announcements and Shareholders Services Unit of the Finance Division, (tel.: + 30 210 5230951), during working days and hours, marked as "Form for Notification of Major Holdings as per L. 3556/2007".
In order to facilitate the shareholders, the submission may also be made via fax (+ 30 210 5230394). In this case the form shall include a cover page with the personal details of the sender, his/her signature, a contact number and the number of pages that follow. The person subject to the notification obligation should make sure of the successful dispatch of the documents and of their receipt by the Announcements and Shareholders Services Unit of the Company.
(b) to the HCMC, at the Protocol Department of the HCMC (1 Kolokotroni St. and Stadiou St., GR 10562, Athens) and it should be addressed to the Directorate of Listed Companies of the HCMC, Dpt. Of Continuous Information and be marked as "Form for Notification of Major Holdings as per L. 3556/2007”.
The submission may also be made via fax (+ 30 210 3377243) or e-mail address (firstname.lastname@example.org). In this case, the form shall include a cover page with the personal details of the sender, his/her signature, a contact number and the number of pages that follow. The person subject to the notification obligation should make sure of the successful dispatch of the documents and of their receipt by the competent protocol department. In any case, the competent authority for supervising the notification obligations is the HCMC.
According to article 26 of the Law, as applicable, it is noted that in case of violation of the provisions of articles 9, 10, 11, 11A and 14 of the Law and the decisions issued thereupon, the HCMC may impose, among other administrative penalties:
• To legal entities, a fine amounting either up to 10,000,000 euro or up to 5% of the annual turnover, or up to double the amount of the profits incurred or the losses avoided due to the violation, when these can be determined, whichever amount is greater.
• To natural persons, a fine amounting up to 2,000,000 euro or up to double the amount of the profits incurred or the losses avoided due to the violation, when these can be determined, whichever amount is greater.
For further information, the Shareholders may contact the Company/ Announcements and Shareholders Services Unit, during workdays and hours (telephone number +30 210 5230951 & + 30 210 5293207) or may visit the HCMC website ( www.cmc.gov.gr ) where the Law, the Decision and the Circular have been posted.
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