Proxy Statement

08-06-2012

FORM FOR APPOINTMENT OF PROXY FOR THE PARTICIPATION IN THE ANNUAL GENERAL MEETING OF PAPOUTSANIS S.A OF 29TH JUNE 2012



I, the undersigned shareholder/ legal representative of the shareholder of the company PAPOUTSANIS SA shareholder (hereinafter the Company):



NAME / COMPANY NAME: ___________________________________________________________________



ADDRESS/ REGISTERED SEAT: _____________________________________________________________



I.D. NUMBER/ REGISTRATION NUMBER: ___________________________________________________



NUMBER OF SHARES: [__________] / or shares with which I shall have the right to vote on the relevant Record Date[1].



INVESTORS ACCOUNT NUMBER:



INVESTOR’S SECURITIES ACCOUNT NUMBER: ______________________________________________





NAME OF LEGAL REPRESENTATIVE (-S)[2]: _________________________________________________



hereby authorize



Mr. /Mrs



1. (name __________________________________________________________________________________________, address____________________________________________________________________________________________, ID Number______________________________)

2. (name __________________________________________________________________________________________, address____________________________________________________________________________________________, ID Number______________________________)

3. (name __________________________________________________________________________________________, address____________________________________________________________________________________________, ID Number______________________________)

(Hereinafter the Proxy Holder/ Proxy Holders)

[acting jointly / separately and without the involvement of another, so that in case in the General Meeting more than one Proxy Holder will appear, each of them acting separately, the first rule out the second and third proxy holder and the second rule out the third, etc.[3]]



to represent me during the forthcoming Annual General Meeting of the Company’s Shareholders to take place on June 29, 2012, Friday and at 15.00 at the Company’ registered office which is located at 71st Km National Road Athens-Lamia of the Municipality of Halkida (former Municipality of Avlida) as well as in any adjournment or reiterative meeting, and in particular in the A’ Reiterative General Meeting of the 10th July, 2012, Tuesday and at 10.30 am at the Company’s registered office at 71st Km National Road Athens-Lamia, in the Municipality of Halkida (former Municipality of Avlida)

and to vote on my name and on my behalf for the above number of shares issued by the Company, which I own/ by which I have the right to vote by law or by virtue of an agreement (for example, by virtue of a pledge agreement of custodian agreement[4]) for each of the below mentioned items of the agenda as follows:





Items of the Agenda

IN FAVOR

AGAINST

At the Proxy Holder’s discretion[5]

1. Submission and approval of the Consolidated Financial Statements for the fiscal year from January 1, 2011 to December 31, 2011 and of the Board of Directors and the Auditors’ report.







2. Release of the Board of Directors and Auditors of the Company for the previous fiscal year from January 1, 2011 to December 31, 2011.







3. Election of Audit Company - Chartered Accountants for the audit of financial statements for the current year starting January 1, 2012 to December 31, 2012 and determination of their remuneration.







4. Approval of the remuneration of the board members paid during the fiscal year from 1st January 2011 to 31st December 2011 and approval of remuneration of the board members for the current fiscal year from 1st January 2012 to 31st December 2012, by virtue of Article 24 of Codified Law 2190/1920.







5. Granting of permission to board members for their participation in legal entities with a similar purpose to that of the Company.







6. Various announcements.











Ι would further like to inform the Company that I have already informed the Proxy Holder(-s) in relation with their obligation for notification in case of application of article 28a paragraph 3 of codified law 2190/20.

The present form is not valid in case I have notified the Company at least three (3) days prior to the relevant date of the General Meeting in writing for the revocation of present form.





(Place)_____/______/2012

The Shareholder granting the authorization







______________________________________________________

[(signature and name and seal (for legal entity)[6]]



[1] The Shareholder must select the Proxy Holder (-s) to represent him either for part or for the total of the shares that he owns/ or for which he has by law or by virtue an agreement voting right.

[2] Only in case of legal entities

[3] The reference in brackets is needed only in case of appointment of more than one proxy holder. In this case the authorizing shareholder must select whether the appointed proxy shareholders will act jointly or whether they may represent the shareholder separately.





[4] The Shareholder must select according to its legal status

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