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Financial Report (January 1, 2010 - December 31, 2010)

Financial Report (January 1, 2010 - December 31, 2010)

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A new notice of invitation is not required, in the event that the venue and time of the repeat meetings, as provided for by law,are set by the initial invitation, for the cases quorum is not obtained, provided that ten (10) full-days intervene between eachpostponed meeting and the repeat one (article 7 of Law 3884/<strong>2010</strong>).3. The resolutions stipulated in paragraph 1 of the article herein shall be made by a two-thirds (2/3) majority of the votesrepresented at the General Meeting.5.7 Chairmanship of the General Meeting1. The Chairman of the Board of Directors shall preside, provisionally, as chairman at the General Meetings. If unable toperform his duties, he shall be replaced by his substitute. Secretarial duties at the meetings shall be performed, provisionally,by a person appointed by the Chairman.2. Following approval of the final list of shareholders with voting rights, the General Meeting shall proceed to the election ofits Chairman and of one (1) Secretary, who shall also act as scrutineer.5.8 Agenda – Minutes of the Meetings1. The discussions and the resolutions of the General Meeting shall be limited to the items on the agenda published inaccordance with article 23 hereof.2. A summary of all the items discussed and resolved at the General Meeting shall be entered in a minute book signed bythe Chairman and the Secretary. Following request, if any, by any shareholder, the Chairman shall record an exact summaryof the said shareholder’s opinion in the minutes. A list of shareholders attending in person or by proxy the General Meetingestablished in accordance with par. 2 of article 27 of Codified Law 2190/1920 shall be recorded in the said minutes. Theresults of the voting shall be posted on the company’s webpage under the responsibility of the Board of Directors, within five(5) days at the latest as of the date of the General Meeting, stating for each resolution at least the number of shares forwhich valid votes were cast, the proportion of the share capital represented by such votes, the total number of valid votes aswell as the number of votes cast in favour or against each resolution and the number of abstentions.3. Copies of and extracts from the minutes of the General Meeting shall be certified by the Chairman of the Board ofDirectors or his substitute.4. If only one shareholder is present at a meeting of the General Meeting, then a representative of the Ministry ofEnvironment, Energy and Climate Change - Section of Supervision of Sociétés Anonymes or a notary public authorized to dobusiness in the district where the seat of the Company is located, shall attend the said General Meeting and countersign theminutes thereof.5.9 Discharge from Liability of the members of the Board of Directors and of the AuditorsFollowing the approval of the annual financial statements, the General Meeting shall decide by a special vote, taken by rollcall, regarding the discharge of the members of the Board of Directors and of the auditors from any liability for damages. Thesaid discharge shall be null and void in those instances provided by article 22 (a) of Codified Law 2190/1920, as currently inforce.5.10 Minority Rights1. At the request of shareholders representing one twentieth (1/20) of the paid-up share capital, the Board of Directors shallbe bound to convene an extraordinary General Meeting, setting the date of such a meeting, which shall not be later than fortyfive (45) days from the date of service of such request to the Chairman of the Board. The agenda items shall be stated indetail in the said request. If the General Meeting is not convened by the Board of Directors within twenty (20) days from theservice of the said request, the meeting is convened by the requesting shareholders at the expense of the company, upondecision of the Single-Member Court of First Instance at the company’s registered seat, issued following the procedure ofinterim measures. The place and date of the meeting, as well as the items on the agenda, shall be defined by the saiddecision.At the request of shareholders representing one twentieth (1/20) of the paid-up share capital, the Board of Directors shallmake available to the shareholders in accordance with the provisions of article 27 par. 3 of Codified Law 2190/1920, at leastsix (6) days prior to the General Meeting any draft resolutions included in the agenda, provided that the said request issubmitted to the Board of Directors at least seven (7) days prior to the General Meeting (article 12 of L.3884/<strong>2010</strong>).2. At the request of shareholders representing one twentieth (1/20) of the paid-up share capital, the Board of Director shallinclude on the agenda of the General Meeting that has already convened additional issues, if the request is received in theBoard fifteen (15) days before the General Meeting. Additional issues to be published or communicated with theresponsibility of the Board, according to article 26 Law 2190/1920, seven (7) days before the General Meeting. The requestshould be accompanied by a justification or a draft decision for adoption by the General Meeting and the revised agendapublished in the same way as the previous agenda, thirteen (13) days before the date of the General Meeting and also madeavailable to shareholders in the company's website, along with a justification or a draft decision submitted by theshareholders as provided in article 27, paragraph 3 of Law 2190/1920.3. At the request of shareholders representing one twentieth (1/20) of the paid-up share capital, the Chairman of the GeneralMeeting shall be obliged to postpone, only once, the decision making at an ordinary or extraordinary General Meeting,setting at the same time, as date for the continuation of the meeting, the one specified in the request of the shareholders,which may not be later than thirty (30) days from the date of postponement. The General Meeting, which follows thepostponement, is deemed to be in continuation of the previous one and no repetition of the formalities for the publication ofthe shareholders’ invitation is required. New shareholders may also attend this meeting, by complying with the provisions ofarticle 27 par. 2, 28 and 28a of Codified Law 2190/1920 (article 12 of L. 3884/<strong>2010</strong>).4.a) At the request of shareholders representing one twentieth (1/20) of the paid-up share capital submitted to the company,the Board of Directors shall be bound to announce to the General Meeting of shareholders, provided it is an ordinary29

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