Stelios Kanakis S A : 02/06/2017 | INVITATION FOR THE ANNUAL ORDINARY GENERAL MEETING ON JUNE 26, 2017

02/06/2017 INVITATION FOR THE ANNUAL ORDINARY GENERAL MEETING ON JUNE 26, 2017

INVITATION
(prepared pursuant to article 26, par. 2b of codified law 2190/1920)

To the shareholders of the Société Anonyme under the title: 'STELIOS KANAKIS INDUSTRIAL AND COMMERCIAL S.A., RAW MATERIALS FOR CONFECTIONARY, BAKERY AND ICE-CREAM', with trade title: 'STELIOS KANAKIS S.A.', to the annual Ordinary General Meeting.
General Commercial Register no.: 1422601000
_________________________

The Board of Directors of the Société Anonyme under the title: 'STELIOS KANAKIS INDUSTRIAL AND COMMERCIAL S.A., RAW MATERIALS FOR CONFECTIONARY, BAKERY AND ICE-CREAM', with distinctive title 'STELIOS KANAKIS S.A.' (hereinafter referred to as the 'Company') calls in accordance with the law and its Articles of Association the Company shareholders to the annual Ordinary General Meeting on June 26, 2017, Monday, at 10:30 a.m., at the headquarters of the Company in Acharnes, Attica (4 Anemonis Str.), in order to discuss and take decisions about the following subjects of the agenda:

1st subject: Submission for approval of the annual Financial Statements regarding 2016 fiscal year (01.01.2016-31.12.2016), including the annual Financial Report for said period.
2nd subject: Submission for approval of the Directors' Report and of the Auditors' Report concerning the annual Financing Statements issued for 2016 fiscal year (01.01.2016-31.12.2016).
3rd subject: Approval of appropriation of profits for 2016 fiscal year (01.01.2016-31.12.2016) and decision against paying out a dividend.
4th subject: Discharge of the Board of Director's members and Company Auditors from any liability concerning operations and management in the closing year of 2016 (01.01.2016-31.12.2016) and the annual Financial Statements for that fiscal year.
5th subject: Election of one (1) Ordinary and one (1) Alternate Certified Auditor among the Registry of Certified Auditors for 2017 fiscal year (01.01.2017-31.12.2017) and specification of their fees.
6th subject: Approval of fees paid to the members of the Board of Directors for services rendered during the period of 2016 (01.01.2016-31.12.2016) and preapproval - specification of the new fees and wages for the members of the Board of Directors.
7th subject: Election of new Company Board of Directors and appointment of its independent members, as per the clauses of law 3016/2002 as currently in effect.
8th subject: Appointment of Audit Committee under the clauses of article 44 of law 4449/2017.
9th subject: Reduction of the Company share capital by € 600.000,00 by reducing the nominal value of each Company share by € 0,08 (from €0,69 to €0,61) and by returning - paying the respective amount to Company shareholders. Provision to the Company Board of Directors of the necessary authorisations to implement the above decision regarding the reduction of the corporate share capital.
10th subject: Amendment of pertinent article 5, par. 1, of the Company's Articles of Association.
11th subject: Various subjects and announcements.

In accordance with articles 26, par. 2b and 28a, of cod. law 2190/1920, as applied after amendment by articles 3 of law 3884/2010, the Company informs shareholders about the following:

A. RIGHT TO PARTICIPATE AND VOTE
Each share provides the right to one (1) vote. Any entity registered as a shareholder in the files of the Dematerialized Securities System (DSS) managed by 'Hellenic Stock Exchanges S.A.', where the transferable securities (shares) of the Company are held, is entitled to participate in the annual Ordinary General Meeting. Proof of shareholder capacity is given either by presenting a pertinent written certificate by the above body, or, alternatively, through a direct electronic connection of the Company with the files of the above organization. Shareholder capacity must exist on 21.06.2017 (record date), i.e. on the beginning of the fifth (5th) day before the meeting date of the ordinary General Meeting of 26.06.17, and the pertinent written certificate or electronic certification with regards to shareholder capacity must have arrived at the Company no later than on 23.06.2017, i.e. on the third (3rd) day before the meeting of the General Meeting.
Shareholders who are legal entities must submit the legitimizing documents required by the law within the same deadlines provided above.
Regarding the Company, only a person with shareholder capacity at the respective record date is entitled to participate and vote in the General Meeting. In the event of failure to comply with the clauses of article 28a, cod. law 2190/1920, the specific shareholder can participate in the General Meeting only after obtaining permission.
It is noted that the exercise of such rights (participation and voting) does not require the commitment of the beneficiary's shares, neither the application of any other similar procedure that could limit the ability of selling and transferring the shares during the period between the record date and the date of the General Meeting.

B. MINORITY RIGHTS
In accordance with article 39, par. 2, 2a, 4 and 5 of cod. law 2190/1920, shareholders have also the following rights, among others:
(a) Upon request by shareholders representing one twentieth (1/20) of the share capital paid, the Company's Board of Directors is obliged to include in the agenda of the annual Ordinary General Meeting additional subjects, provided that the pertinent application has been submitted to the Board of Directors until 11.06.2017, i.e. fifteen (15) days at least before the annual Ordinary General Meeting. The application for the inclusion of additional subjects in the agenda is accompanied with a justification or a draft decision for approval to the General Meeting, and the revised agenda is published in the same way as the previous agenda on 13.06.2017, i.e. thirteen (13) days before the date of the annual Ordinary General Meeting; at the same time, it is made available to shareholders through the Company website (see below), along with the justification or draft decision submitted by shareholders as provided for by article 27, par. 3 of cod. law 2190/1920.
(b) Upon request by shareholders representing one twentieth (1/20) of the share capital paid, the Board of Directors shall make available to shareholders, as per article 27, par. 3, cod. law 2190/1920, on 20.06.2017 at the latest, i.e. at least six (6) days before the date of the annual Ordinary General Meeting, draft decisions for subjects included in the initial or revised agenda, provided the pertinent application has arrived to the Board of Directors until 19.06.17, i.e. at least seven (7) days before the date of the annual Ordinary General Meeting.
(c) Upon request by any shareholder, having submitted to the Company at least until 20.06.2017, i.e. at least five (5) complete days before the annual Ordinary General Meeting, the Board of Directors is obliged to provide to the General Meeting specific information about corporate affairs, at the level such are useful for the actual assessment of the agenda. The Board of Directors is entitled to withhold such information for sufficient reason, which shall be stated in the minutes. The Board of Directors may provide a single reply to shareholder applications sharing the same content. There is no obligation to provide information when such information is already available through the corporate website, especially in the form of questions and answers.
(d) Upon request by shareholders representing one fifth (1/5) of the share capital paid, which is submitted to the Company until 20.06.2017, i.e. at least five (5) complete days before the General Meeting, the Board of Directors is obliged to provide the Extraordinary General Meeting with information on corporate affairs and corporate assets. The Board of Directors is entitled to withhold such information for sufficient reason, which shall be stated in the minutes. In addition, upon request by shareholders representing one twentieth (1/20) of the share capital paid, the Board of Directors is obliged to announce in the annual Ordinary General Meeting any amounts that, during the past two years, have been paid to every member of the Board of Directors or to Company managers, including any benefit to them arising from any reason or contract signed between them and the Company.
In any event, the requesting shareholders must prove their shareholder capacity and number of shares owned when exercising their pertinent rights. Such proof includes the presentation of a certificate by the organization keeping the pertinent transferable securities or the verification of their shareholder capacity through the direct electronic connection between the organization and the Company.

C. PROCEDURE FOR VOTING THROUGH PROXY
The shareholders participate in the annual Ordinary General Meeting and vote either in person or through proxy. Each shareholder may appoint up to three (3) proxies. Legal entities can participate in the General Meeting by appointing as their proxies up to three (3) natural entities. However, if a shareholder holds Company shares that appear in more than one security accounts, this limitation does not obstruct the shareholder from appointing different proxies for the shares appearing in each security account with regard to the General Meeting. A proxy acting on behalf of additional shareholders is entitled to vote differently for each shareholder.
The proxy of the shareholder is obliged to inform the Company, prior the beginning of the Ordinary General Meeting, about every event that could be of use to the shareholders, to assess the risk of allowing the proxy serving other interests and not the interests of the represented shareholder. Within the context of the present paragraph, a conflict of interests may apply especially when the proxy:
a) is a shareholder having the control of the Company or is another legal entity controlled by this shareholder,
b) is a member of the Board of Directors or in general of the management of the Company or of a shareholder controlling the Company or of another legal entity controlled by a shareholder controlling the Company,
c) is an employee or Certified Auditor of the Company or of a shareholder having control of the Company or of another legal entity controlled by a shareholder who controls the Company,
d) is a spouse or first-degree relative with one of the natural entities stated in the above verses, a) to c).
The appointment and revocation of a shareholder proxy is performed in writing and is announced to the Company by using the same procedure at least three (3) days before the date of the Ordinary General Meeting.
The Company has made available in its website (www.stelioskanakis.gr) the form to be used for appointing proxies. This form must be completed, signed and submitted by the shareholder to the Company's Treasury, located at 4 Anemonis Street, Acharnes, Attica, or sent by fax at 210-24.62.433 at least three (3) days before the date of the annual Ordinary General Meeting.
The interested shareholder is requested to verify the successful dispatch of the proxy appointment form and the reception thereof by the Company, by calling the following number at office hours and days: 210-24.19.700.

D. AVAILABLE DOCUMENTS
The complete text of the draft decisions and of any documents required by article 27, par. 3, cases c' and d' of cod. law 2190/1920 shall be made available in paper form at the headquarters of the Company (4 Anemonis Str., Acharnes, Attica).

E. AVAILABLE INFORMATION
The information of article 27, par. 3, cod. law 2190/1920 shall be made available in electronic form at the Company webpage, at www.stelioskanakis.gr.

Acharnes 2 June, 2017
The Board of Directors