Investor Relations - 11.11.2015

Invitation to an EGM of Shareholders on 07.12.2015

                                                                INVITATION 
                                    TO AN EXTRAORDINARY GENERAL MEETING 
                                                            OF THE SHAREHOLDERS 
                                    OF THE SOCIETE ANONYME UNDER THE NAME 
                                                “PUBLIC POWER CORPORATION S.A.” 
                                    General Electronic Commercial Registry No 786301000


Pursuant to Codified Law (C.L.) 2190/1920, as amended and in force, the articles 9, 21 and 22 of PPC S.A.’s Articles of Incorporation, as applicable, and following the Resolution no 112/10.11.2015 of the Board of Directors, the Shareholders of the Company under the name “PUBLIC POWER CORPORATION S.A.” and with distinctive title “PPC S.A.” are hereby invited to an Extraordinary General Meeting to be held at the Company’s Headquarters in Athens (30, Chalkokondyli str., 6th floor), on December 7th 2015, day of the week Monday at 11.00 a.m., to discuss and take decisions on the following items on the agenda:

ITEM ONE : Election of two (2) new Members of the Board of Directors due to the expiration of the term of office of equal number of Members.

ITEM TWO : Compliance with L. 4336/2014 concerning the abolition of the 20% discount on High Voltage Tariffs.
- Approval of new High Voltage Tariffs.

ITEM THREE : Granting of part of the meal allowance provided to the Company’s personnel, under the Collective Labor Agreement of PPC SA Personnel dated 27.2.2015, for dealing with the humanitarian crisis and offering free meals to children in schools.

ITEM FOUR : Announcements and other issues.

PARTICIPATION RIGHT IN THE GENERAL MEETING
In this Extraordinary General Meeting (EGM), the Shareholders with right to participate and vote are those, who will be registered at the beginning of December the 2nd, 2015, day of the week Wednesday, that is the fifth (5th) day prior to the EGM date - Record Date, in PPC S.A. Shareholders’ registry, which is electronically kept at the Company “Hellenic Exchanges S.A. Holding, Clearing, Settlement & Registry” (Hellenic Exchanges SA – EXAE), without share blocking required. Every ordinary share has the right of one vote. Shareholders’ capacity is evidenced by providing a pertinent written certification by the above mentioned institution, or alternatively, via direct online connection of the Company with the registry of the latter. Shareholders’ capacity must be effective at the beginning of December the 2nd, 2015, day of the week Wednesday (Record Date) and the pertinent written certification or the electronic verification with respect to the Shareholders’ capacity must be received by the Company the latest until December the 4th, 2015, day of the week Friday, that is, the third (3rd) day prior to the EGM date. As regards the Company, participation and voting right at the EGM is attributed only to those regarded as shareholder at the aforementioned Record Date. In case of non compliance with the provisions of article 28a of C.L. 2190/1920, as in force, such Shareholder may participate in the EGM only following its permission.


PROCEDURE FOR THE EXERCISE OF VOTING RIGHT BY PROXY
The Shareholders who wish to participate in the Extraordinary General Meeting (EGM) by proxy/ies representative/es, must send the pertinent proxy holder authorisation form (Power of Attorney), which is available on the company’s website www.dei.gr, to the Company’s Corporate Announcements and Shareholders Services Unit (30, Chalkokondyli Street, Athens 104 32, 5th floor, office 512), no later than December the 4th, 2015, day of the week Friday, that is the third (3rd) day prior to the date of the General Meeting.

Each shareholder may appoint up to three (3) proxy holders/representatives. However, if a shareholder holds shares of the company appearing in more than one securities account, the above limitation shall not prevent such shareholder from appointing separate proxy holders/representatives for the companies appearing in each securities account, as regards the General Meeting.

A proxy holder/representative acting on behalf of several shareholders may cast votes differently for each shareholder. The proxy holder/representative is obliged to disclose to the Company, before the commencement of the General Meeting, any fact which might be useful to the shareholders in assessing whether the proxy holder/representative might pursue interests other than the interest of the represented shareholder. A conflict of interest within this context may in particular arise where the proxy holder/representative:
a) is a controlling shareholder of the Company, or is another entity controlled by such shareholder;
b) is a member of the Board of Directors or the management of the Company, or of a controlling shareholder or an entity controlled by such shareholder;
c) is an employee or an auditor of the Company, or of a controlling shareholder or an entity controlled by such shareholder;
d) is a spouse or close relative (of 1st degree) with a natural person referred to in the above items a) to c).

The appointment and the revocation of appointment of a shareholder’s proxy holder/representative shall be made in writing and shall be notified to the Company at least three (3) days prior to the date of the General Meeting.

The shareholders are requested to ensure the successful dispatch of the proxy holder authorisation form [power of attorney] and receipt thereof by the Company, by calling at the following numbers: +30 210 5230951, +30 210 5293207, +30 210 5293245 .

In order to attend the General Meeting any shareholder/representative shall present an ID card. In case that the shareholder is a legal entity and has not appointed in accordance with the aforementioned procedure a proxy holder/s-representative/s, then the legal representative of such shareholder shall also present his/her legalization documents, in order to attend the General Meeting.

SHAREHOLDERS’ MINORITY RIGHTS

With respect to the aforementioned EGM, the Shareholders have also the following rights, which can be exercised within the following deadlines per right:
a) Shareholders representing at least one twentieth (1/20) of the paid-up share capital may request from the Board of Directors to include in the Extraordinary General Meeting’s Agenda additional items, provided that the relevant request is communicated to the Board of Directors at least fifteen (15) days prior to the EGM. The said request must be accompanied by a written justification or a draft resolution for approval by the EGM.
b) Shareholders representing at least one twentieth (1/20) of the paid-up share capital may request from the Board of Directors to upload to the Company’s website (www.dei.gr), at least six (6) days prior to the EGM date, draft resolutions for the items included in the initial or revised EGM agenda, provided that the relevant request is communicated to the Board of Directors at least seven (7) days prior to the EGM date.
c) Following a request of shareholders communicated to the Company at least five (5) full days prior to EGM date, the Board of Directors must provide to the EGM the requested specific information with respect to Company’s business, to the extent that these are useful for the actual assessment of the items on the agenda.
d) Following a request of shareholders representing one fifth (1/5) of the paid-up share capital, communicated to the Board of Directors at least five (5) full days prior to the EGM date, the Board of Directors must provide the EGM with information about the course of the Company’s affairs and its financial situation.


AVAILABLE DOCUMENTS AND INFORMATION

The present Invitation to the Shareholders, the proxy holder authorisation form [power of attorney], the total number of shares and voting rights existing on the date of the present Invitation as well as any documents provided for in article 27, par. 3, cases c) and d) of C.L. 2190/1920, as in force, are or will be posted on the company’s website www.dei.gr, pursuant to the law and the Company’s Articles of Incorporation.
The full text of the documents to be submitted to the General Meeting, as well as of the draft resolutions (article 27, par. 3, cases c) and d) of C.L. 2190/1920) will be available in hard copy at the Company’s Headquarters in Athens (30, Chalkokondyli str.).


In case a quorum has not been reached on the date set forth herein above, the Shareholders are again invited, in accordance with article 29 par. 2 of C.L. 2190/1920, as applicable, to a Repeat Extraordinary General Meeting, in Athens, at the Company’s Headquarters (30, Chalkokondyli str., 6th floor), on December 18th, 2015, day of the week Friday at 11.00 a.m., with same as above Agenda.
In such Repeat General Meeting, the Shareholders with right to participate and vote are those who will be registered at the beginning of December 14th, day of the week Monday, that is the fourth (4th) day prior to the EGM date (Record Date of repeat general meetings) with PPC S.A. Shareholders’ registry, which is electronically kept at the company “Hellenic Exchanges S.A. Holding, Clearing, Settlement & Registry” (Hellenic Exchanges S.A. – EXAE), without share blocking required. The pertinent written certification or the online verification with respect to the Shareholders’ capacity must be submitted to the Company no later than December 15th 2015, day of the week Tuesday, that is the third (3rd) day prior to the repeat General Meeting date.



Athens, November 10, 2015                                                                         The Board of Directors

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