Shareholder Information - 16.04.2010

Clarifications on the items on the agenda of the Invitation to the Extraordinary General Meeting of Shareholders of PPC S.A. on 26.04.2010

1st ITEM: Amendment of articles 10 and 36 of the Articles of Incorporation of PPC S.A.

Given the fact that PPC S.A. continues to have an increased social responsibility, as well as a social orientation, it is advisable that the Economic and Social Council of Greece shall be represented again to the Board of Directors (BoD), maintaining at the same time the ratio of participation to the BoD of the company of the representatives of the majority shareholder, of the minority shareholders and of the employees.

As a consequence, the BoD decided, by its resolution No 80/30.3.2010, to propose to the General Meeting to be held on 26.04.2010 that the BoD shall again consist of eleven instead of nine members (as is currently in force -article 10), as well as the abolition of the provision of article 36, para 3 of the Articles of Incorporation in force. The following amendments are submitted for approval to the General Meeting.

 

 

In Force

Proposed amendments

Article 10

Composition and Term of Office of the Board of Directors

1.       The Board of Directors shall consist of nine (9) members divided into executive and non executive members and elected for a three-year term. In order to ensure continuity in the administration of the affairs and the representation of the company, the term of office of each member may be extended ipso jure until the first Ordinary General Meeting to be held after the expiration of term of each member.

 

2.      The Board of Directors shall consist of:

a)            Five (5) members, including the Chief Executive Officer, elected by the General Meeting of the shareholders of the company, in which, however, cannot participate the shareholders who are entitled to attend the Special Meeting stipulated in article 20 hereof. The Board of Directors shall elect from among the said members its Chairman and Vice Chairman, pursuant to article 15 hereof.

b)      Two (2) members representing the employees of the company. These members shall be elected by direct, general ballot by means of the proportional representation system, within a time period of two (2) months from the relevant notification to the most representative trade union (ΑSOP). The election of the representatives of the employees to the Board of Directors shall be conducted by an election committee appointed by the most representative trade union of the company, in which (committee) at least one representative from the remaining trade unions of the company shall participate. The procedure of the said election, the appointment of the local election committees, the time and the details of the polling, as well as the counting of the votes and the announcement of the results thereof, shall be the job of said committee, which shall be presided over by a judicial functionary pursuant to the provision of article 11 of Law No. 1264/1982 concerning “Democratization of the Trade-union Movement – The Rights of the Unions” (Official Gazette, volume Α, issue no. 79).

          The same procedure shall also apply to the appointment of the substitute members in replacement of the members of the Board elected in accordance with the procedure set forth in the paragraph herein. 

          In case the substitute member resigns or leaves his office vacant, for any reason whatsoever, his position shall be occupied by his exact following substitute.

c)            Two (2) members representing the minority shareholders, pursuant to the provisions of article 20 of the Articles of Incorporation hereof.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3.     In the event that, for any reason whatsoever, any representative of the employees is not elected or in the event any vacancy in the office of the aforesaid representatives is not promptly filled within the time limit of two (2) months, as from the notification to the agencies, this shall not impede the constitution and functioning of the Board of Directors without the aforesaid members.

4.       In the event that, for any reason whatsoever, the minority shareholders shall not elect the members representing such minority or in the event they shall not fill any vacancy in the office of said members, this shall not impede the constitution and functioning of the Board of Directors.

5. (a) In case that, for whichever reason, there shall be a vacancy in the office of a member of the Board of Directors elected in accordance with the procedure set forth in paragraph 2(a) of the present article, the remaining members of the Board shall elect another member for the balance of the term of the member in the office of whom a vacancy has occurred, and such election shall be certified at the next meeting of the General Meeting.

 

         (b) In the event of a vacancy in the office of the Chief Executive Officer, for any reason whatsoever, the Chairman of the Board of Directors shall temporarily act as Chief Executive Officer, or if the posts of Chairman of the Board of Directors and of Chief Executive Officer coincide to the same person, the Vice Chairman of the Board of Directors, appointed pursuant to article 15 par. 1, of the present Articles of Association, shall act as Chief Executive Officer. In such instances, the Board of Directors shall call a meeting of the General Meeting of shareholders within the shortest possible time for the election of the new Chief Executive Officer.

 

(c)           In the event of a vacancy in the office of the Chairman of the Board of Directors, for any reason whatsoever, the Chief Executive Officer of the company shall temporarily act as Chairman, or if the posts of Chairman of the Board of Directors and of Chief Executive Officer coincide to the same person, the Vice Chairman of the Board of Directors, appointed pursuant to article 15 par. 1, of the present Articles of Association, shall act as Chairman. In the event of a vacancy in the office of both the Chairman and the Chief Executive Officer, and should no Vice Chairman of the Board of Directors have been elected, the Chairman shall be substituted by the senior member of the Board of Directors.

(d) In the event that the Chief Executive Officer or the Chairman are absent or temporarily unable to perform their functions, the Vice Chairman, and, if there is no Vice President, a person designated by the Board of Directors among its members who have been elected by the General Meeting in accordance with Article 10 par. 2(a) of the Articles of Association, shall substitute for them.

 6.    Failure to certify the election or the substitution of a member of the Board of Directors by the General Meeting shall not invalidate the resolutions of the Board of Directors taken with the participation of the said member.

 

 

Article 10

Composition and Term of Office of the Board of Directors

1.      The Board of Directors shall consist of eleven (11) members divided into executive and non executive members and elected for a three-year term. In order to ensure continuity in the administration of the affairs and the representation of the company, the term of office of each member may be extended ipso jure until the first Ordinary General Meeting to be held after the expiration of term of each member.

 

2.    The Board of Directors shall consist of:

          a)        Six (6) members, including the Chief Executive Officer, elected by the General Meeting of the shareholders of the company, in which,  however, cannot participate the shareholders who are  entitled  to  attend the Special Meeting stipulated in article 20 hereof. The Board of Directors shall elect from among the said members its Chairman and Vice Chairman, pursuant to article 15 hereof.

 b)   Two (2) members representing the employees of the company. These members shall be elected by direct, general ballot by means of the proportional representation system, within a time period of two (2) months from the relevant notification to the most representative trade union (ΑSOP). The election of the representatives of  the  employees to the Board of Directors shall  be  conducted  by an  election  committee  appointed by the most representative trade union  of   the company, in which (committee) at least one representative from the  remaining trade unions of the company shall participate. The procedure of the said election,  the appointment of the local election  committees, the time and the  details of the polling, as well as  the counting of  the  votes and the  announcement of the results thereof, shall be the job of said  committee, which shall be presided over by a judicial functionary pursuant to the provision  of  article  11  of Law No. 1264/1982 concerning “Democratization of the Trade-union Movement – The Rights of the Unions” (Official Gazette, volume Α, issue no. 79).

The same procedure shall also apply to the appointment of the substitute members in replacement of the members of the Board elected in accordance with the procedure set forth in the paragraph herein. 

In case the substitute member resigns or  leaves his office vacant,  for  any  reason whatsoever, his position shall be occupied  by  his  exact following substitute.

c)           Two (2) members representing the minority shareholders, pursuant to the provisions of article 20 of the Articles of Incorporation hereof.

d)           One (1) member designated by the Economic and Social Committee (ESC) and coming from agencies relating to the activities of the company. The member designated by the ESC shall be proposed as a member within a time period of two (2) months as from the notification to the said Committee by the Minister of Environment, Energy and Climate Change and shall be appointed by virtue of decision of the said Minister. The same procedure shall also apply to the substitution of the said member, in the event of resignation or vacancy in the office of said member, for any reason whatsoever, as well as to the revocation of said member.

 

3.     In the event that, for any reason whatsoever, any representative of the employees or representative of ESC is not elected or in the event any vacancy in the office of the aforesaid representatives is not promptly filled within the time limit of two (2) months, as from the notification to the agencies, this shall not impede the constitution and functioning of the Board of Directors without the aforesaid members.

4.     In the event that, for any reason whatsoever, the minority shareholders shall not elect the members representing such minority or in the event they shall not fill any vacancy in the office of said members, this shall not impede the constitution and functioning of the Board of Directors.

5.     (a) In case that, for whichever reason, there shall be a vacancy in the office of a member of the Board of Directors elected in accordance with the procedure  set forth in paragraph 2(a) of   the present article, the   remaining members of the Board shall elect another member for the balance of the term of the member in the office of whom a vacancy has occurred, and such election shall be certified at the next meeting of the General Meeting.

(b) In the event of a vacancy in the office of the Chief Executive Officer, for any reason whatsoever, the Chairman of the Board of Directors shall temporarily act as Chief Executive Officer, or if the posts of Chairman of the Board of Directors and of Chief Executive Officer coincide to the same person, the Vice Chairman of the Board of Directors, appointed pursuant to article 15 par. 1, of the present Articles of Incorporation, shall act as Chief Executive Officer. In such instances, the Board of Directors shall call a meeting of the General Meeting of shareholders within the shortest possible time for the election of the new Chief Executive Officer.

(c)              In the event of a vacancy in the office of the Chairman of the Board of Directors, for any reason whatsoever, the Chief Executive Officer of the company shall temporarily act as Chairman, or if the posts of Chairman of the Board of Directors and of Chief Executive Officer coincide to the same person, the Vice Chairman of the Board of Directors, appointed pursuant to article 15 par. 1, of the present Articles of Incorporation, shall act as Chairman. In the event of a vacancy in the office of both the Chairman and the Chief Executive Officer, and should no Vice Chairman of the Board of Directors have been elected, the Chairman shall be substituted by the senior member of the Board of Directors.

(d) In the event that the Chief Executive Officer or the   Chairman are absent or temporarily unable to perform their functions, the Vice Chairman, and, if there is no   Vice President, a person designated by the Board of Directors among its members,  who have been elected by the General Meeting in accordance with Article 10 par. 2(a) of the Articles of Incorporation, shall substitute for them.

 6.     Failure to certify the election or the substitution of a member of the Board of Directors by the General Meeting shall not invalidate the resolutions of the Board of Directors taken with the participation of the said member.

 

Article 36

1.       Those matters which are not regulated by the Articles of Incorporation hereof or are not regulated in a different manner by Law 2773/1999 (Official Gazette, volume A, issue no. 286) as amended and currently in force, shall be governed by the provisions of Codified Law 2190/1920.

 2.  Where in the Articles of Incorporation hereof reference is made to the Codified Law 2190/1920, this shall be understood to refer to the law 2190/1920, as amended and in force henceforth.

3.       The term of office of the Board of Directors, currently consisting of eleven (11) members, is extended until the first Ordinary General Meeting of the year 2010.

 

Article 36

1.      Those matters, which are not regulated by the Articles of Incorporation hereof or are not regulated in a different manner by Law 2773/1999 (Official Gazette, volume A, issue no. 286) as amended and currently in force, shall be governed by the provisions of Codified Law 2190/1920.

 2.  Where in the Articles of Incorporation hereof reference is made to the Codified Law 2190/1920, this shall be understood to refer to the law 2190/1920, as amended and in force henceforth.

 

2nd ITEM: Approval of the appointment, pursuant to article 37 of L 3693/2008, of the members of the Audit Committee.
Pursuant to article 37 of L 3693/2008, which provides for the establishment and operation of the Audit Committee, consisting of at least two non executive members and one independent non executive member of the BoD, the Extraordinary General Meeting shall approve the appointment, by virtue of the resolution of the BoD No 5/12.1.2010, of Mr Panagiotis Alexakis, Mr Ioannis Katsoulakos and Mr Konstantinos Panetas, as members of the Company's Audit Committee.

3rd ITEM: Approval of the election of a new Member of the Board of Directors and of his capacity.
Pursuant to article 10 par. 5 (a) of the Articles of Incorporation of PPC S.A. in case that, for whichever reason, there shall be a vacancy in the office of a member of the BoD elected by the majority shareholder (Greek State), the remaining members of the Board shall elect another member for the balance of the term of the member in the office of whom a vacancy has occurred, and such election shall be certified at the next meeting of the General Meeting. In the interim period between the last Ordinary General Meeting (25.6.2009) and the present General Meeting, Mr. Stergiou Georgios was elected to the BoD on 8.9.2009 pursuant to the above procedure by virtue of the BoD resolution No 189/8.9.2009 as independent non executive member in replacement of the resigned independent non executive member, Mr. Kefalogiannis Michael. The General Meeting is summoned to certify the election of the former member of the Board of Directors and his capacity.

4th ITEM: Exceptional, non recurring financial support in favor of PPC S.A. personnel Insurance Funds (IKA/TAP/DEH and TAYTEKO/TEAPAP/DEH) of a maximum amount equal to the amount to be saved as a result of the reduction in the remuneration of employees pursuant to article 1 of Law 3833/2010.

On 15/3/2010, Law 3833/2010 was published for "The Protection of the National Economy. Urgent measures for addressing the fiscal Crisis". Under paragraph 5 of Article 1 Chapter A' of this Law it is provided for Public Entities that are Public Corporations within the meaning of par. 1, 2 and 3 of Article 1 of L. 3429/2005 (Official Gazette 314 A), PPC included as well, that:

All types of regular remuneration, benefits, indemnifications and fees in general, as well as all other pays designated by any name and resulting from any general or special provision or clause or terms of collective agreement, arbitration decision or individual labour contract or agreement of employees are without any exception reduced by 7%.

Christmas, Easter, and vacation pays are reduced by 30% respectively.

Benefits related to marital status (marriage benefit) or long term service (seniority benefit) as well as any pays or benefits related to dangerous work and post-graduate diplomas are not reduced. The above provisions shall prevail above any general or special provision or clause or term of collective agreement, arbitration decision or individual labour contract or agreement.

The BoD of PPC S.A., by its resolution No 81/30.3.2010, has decided to propose to the General Meeting of 26.04.2010 the exceptional, non recurring financial support in favor of PPC S.A. personnel Insurance Funds (IKA/TAP/DEH and TAYTEKO/TEAPAP/DEH) of a maximum amount equal to the amount to be saved as a result of the reduction in the remuneration of employees pursuant to article 1 of Law 3833/2010. The General Meeting is called to approve the exceptional non recurring financial support in favor of the Insurance Funds of PPC S.A.

5th ITEM: Announcements and other issues.

 

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