Pre-Annual General Meeting Information • Jun 24, 2025
Pre-Annual General Meeting Information
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In accordance with the Law and the Articles of Association of the Company, and after the decision of Board of Directors of CENTRIC HOLDINGS S.A. dated 24 day of June 2025, its Shareholders are invited at the Annual General Assembly, which will be held on Wednesday, July 16, 2025 at 11.00 α.m at the registered offices of the Company at 20, Makrigianni Street, (1st floor), in Municipality of Moschato. In the event of failure to reach the quorum required for the discussion and decision-making on one or more items on the agenda, the Shareholders of the Company are invited to the Repeated General Assembly, on Tuesday, July 22, 2025 at 11.00 a.m. in the same place as above, without publication of a new invitation, according to the Αrticle 130 par.2 Law 4548/2018.
1. Submission and approval of the Company's financial statements (corporate and consolidated) for the financial year 2024 (1/1/2024-31/12/2024) and the relevant reports of the Board of Directors and the Certified Auditors.
2. Submission of the Annual Report on the activities of the Audit Committee for the financial year 1/1/2024-31/12/2024.
3. Submission to the Annual General Assembly of the Report of the Independent Non-Executive Members of the Board of Directors, in accordance with Article 9 Par. 5 of Law 4706/2020, as in force.
4. Submission for discussion and voting of the Remuneration Report of the members of the Board of Directors for the financial year 1/1/2024 - 31/12/2024, in accordance with Article 112 Par. 3 of Law 4548/2018.
5. Approval of the overall management of the Company by the Board of Directors for the financial year 2024 (1/1/2024-31/12/2024), in accordance with Article 108 of Law 4548/2018, as in force, and exemption of Certified Auditors of the Company from any liability for compensation for the financial year 2024, in accordance with Article 117 (1) (c) of Law 4548/2018.
6. Election of the company of Certified Auditors for the audit of the financial statements of the Company (corporate and consolidated) for the financial year 2025 (1/1/2025-31/12/2025) and for issuing the annual tax certificate and determination of their remuneration.
7. Approval of the Board of Directors' fees for the financial year 2024 (1/1/2024 - 31/12/2024) and pre-approval of their remuneration for the financial year 2025 (1/1/2025 - 31/12/2025) in accordance with Article 109 of Law 4548/2018.
8. Authorization, in accordance with Article 98 Par. 1 of Law 4548/2018, as in force, for the members of the Company's Board of Directors and its directors to participate in Boards of Directors or in the management of the Group's subsidiaries and associated companies.
9. Approval of the revised Remuneration Policy of the Company, in accordance with Articles 110 and 111 of Law 4548/2018, with a new four -year duration
10. Update of the Policy and Procedure for the Evaluation of the Suitability of the members of the Board of Directors pursuant to article 3 of Law 4706/2020, as amended by Law 5178/2025, and the relevant Guidelines of the Hellenic Capital Market Commission.
11. Other: Communications and Information.
In accordance with articles 121 par. 3, 4, 123, 124 par. 6, 125 and 128 of Law 4548/2018, the Company informs the shareholders of the following:
The right to participate and vote in the Αnnual General Assembly οn July 16, 2025 shall be held by the Shareholders of the Company, as they appear in the records of the Intangible Securities System managed by the société anonyme "HELLENIC CENTRAL SECURITIES DEPOSITORY SA" (EL.K.A.T.) on 11th July 2025, i.e. at the beginning of the fifth (5th) day preceding the meeting of the Annual General Assembly ('Date of Registration'). The above Date of Registration is the same even in case of the Repeated General Assembly on Tuesday, July 22 2025, provided that the adjourned or repeated General Assembly is not taking place more than thirty (30) days from the Record Date in accordance with article 124 par. 6 of the law 4548/2018.
Τhe right to participate and vote in the Annual General Assembly has the one who holds the status of a shareholder at the Date of Registration or the one identified as such on the relevant date through the registered ombudsmen or other ombudsmen, in compliance with the provisions of the legislation (Law 4548/18, Law 4569/2018, Law 4706/20, as well as Regulation (EU) 2018/1212 and the Operating Regulations of the Greek Stock Exchange of Athens Stock Exchange (Governmental Gazette B' / 1007 / 16.03.2021).
Proof of shareholding status shall be made by any legal means and in any case by information received by the Company prior to the commencement of the General Assembly, from EL.K.A.T, if it provides registration services, or through the participating and registered ombudsmen in the central securities depository in any other case.
A Shareholder may participate in the General Assembly, based on confirmations or notifications of Articles 3, 5 and 6 of Regulation (EU) 2018/1212, provided by the mediator, unless the General Assembly refuses this participation for a good reason, which justifies the refusal, in compliance with the existing provisions (Article 19, Par. 1, Law 4569/2018 and Article 124, par. 5, Law 4548/2018).
It should be noted that the participation of Shareholders in the Annual General Assembly (initial or repetitive) does not require the reservation of their shares or another similar procedure, which limits the possibility of selling and transferring the shares between the date of registration and the date of the General Assembly (initial or repetitive).
Shareholders, who are entitled to participate in the General Assembly, may vote either in person or through representatives. Each shareholder may appoint up to three (3) representatives. Legal entities shall sit in the General Assembly through their representatives, appointing up to three (3) persons as their representatives. A representative acting on several Shareholders may vote differently for each Shareholder, in accordance with the voting instructions given to them. If the Shareholder holds shares that are shown in more than one securities account, the Shareholder may appoint different representatives for the shares shown in each securities account regarding the General Assembly. Τhe granting of proxy is freely revocable.
Representation forms for the appointment or revocation or replacement of a representative are available: a) in digital form on the Company's website (https://www.centric.gr/general-meetings) and b) in hard copy at the Company's offices in Moschato Attiki, 20, Makrigianni Street (Shareholders' Service Department, tel. 2109480000). The above-mentioned documents, duly filled and signed by the shareholder, shall be presented to the Company at least forty-eight (48) hours before the date of the General Assembly, i.e. by 11.00 a.m on 14 July 2025 for the initial General Assembly and by 11.00 a.m on 20 July 2025 for any repetitive General Assembly. Τhe submission of the above documents may be made either by submitting them to the registered offices of the Company in Moschato Attiki, 20, Makrigianni Street (Shareholders' Service Department tel. 2109480000) or by sending them by e-mail to [email protected], Shareholders' Service Department, within the above deadline, or in case of shareholders identified by mediators based on confirmations or notifications of Articles 3, 5 and 6 of Regulation (EU) 2018/1212, provided by the mediators. The shareholders shall confirm the successful sending of the representation form and its receipt by the Company by calling 210 9480000 (Shareholder Service Department).
Shareholders who have not complied with the above deadline may participate in the General Assembly subject to its permission unless the General Assembly refuses their participation for a significant reason, justifying its refusal.
The Shareholder may appoint a representative (s) for one or more general assemblies and for a fixed period of time. The representative shall vote in accordance with the instructions of the Shareholder, if any, and shall be required to file voting instructions for at least one (1) year from the date of the General Assembly or, in the event of its postponement, of the last repetitive meeting at which he or she used the proxy. The non-compliance of the representative with the instructions he or she has received from the Shareholder does not affect the validity of the decisions of the General Assembly, even if the vote of the representative was decisive for achieving the majority.
The representative of the Shareholder must notify the Company, before the commencement of the General Assembly, of any specific event which may be useful to the Shareholders in assessing the risk that the representative may serve interests other than those of the Shareholder. A conflict of interest may arise in particular where the representative: (a) is a shareholder exercising control of the Company or another person or entity controlled by that shareholder, (b) is a member of the Board of Directors or of the general management of the Company or Shareholder exercising control of the Company or other legal person or entity controlled by a Shareholder who exercises control of the Company, (c) is an employee or auditor of the Company or of a shareholder exercising control of the Company or other legal person or entity controlled by a shareholder who exercises control over the Company, (d) is a spouse or first-degree relative of one of the persons referred to in cases a) to c).
According to Article 13 par. 3 of the Company's Articles of Association and the Article 126 of Law 4548/2018, the Shareholders can vote remotely by mail before the General Assembly, by filling the " Form of Postal vote" which shall be signed by the representative or the shareholder with the authorization of the signature from the Authorities or shall be digitally signed using a recognized digital signature by the representative or the shareholder, and be submitted either to the Company's headquarters at 20 Makrygianni Street, Moschato Attiki (Shareholder Services Department, tel. 2109480000), or by e-mail to the e-mail address [email protected]., at least twenty-four (24) hours before the meeting date of the Annual General Assembly (i.e. no
later than 15.07.2025 at 11:00 a.m. and no later than 21.07.2025 at 11:00 a.m. for the Repetitive).In the latter case, the shareholder or the representative shall confirm the successful sending of the Form of Postal vote and its receipt by the Company by calling 210 9480000 (Shareholder Service Department).
The " Form of Postal vote " and the items on the agenda are available to the shareholders in hard copy form at the Company's headquarters at 20 Makrygianni Street, Moschato Attica (Shareholder Services Department, tel. 2109480000) and in digital form on the Company's website (https://www.centric.gr/general-meetings).
The shareholders who vote according to the above before the Annual General Assembly are counted for the formation of the quorum and majority, only if the relevant votes have been received by the Company no later than 15.07.2025 at 11:00 am and 21.07.2025 at 11:00 a.m. for the Repetitive.
It is noted that the Shareholders who wish to appoint representatives in order to vote remotely on the items of the agenda of the General Assembly before the General Assembly, will be able to appoint up to three (3) representatives at least forty-eight (48) hours before the date of the General Assembly (i.e. no later than 14 July 2025 at 11:00 a.m. for the initial and no later than 20 July 2025 at 11:00 a.m. in case of Repetitive General Assembly, as specifically mentioned above under II.
After this deadline participation in the vote conducted prior to the General Meeting via representative will no longer be possible.
In accordance with Article 121 (4) of Law 4548/2018 the Shareholders are hereby informed that, among others, they have the following rights provided in 141 (2), (3), (6) and (7) of Law 4548/2018:
1. At the request of shareholders representing 1/20 of the paid-up capital, the Board of Directors must place additional items on the agenda of the General Assembly if the request reaches the Board of Directors at least fifteen (15) days before the General Assembly, i.e. by 1 July 2025. The request for the inclusion of additional items on the agenda should be accompanied by a justification or a draft decision for adoption by the General Assembly. The revised agenda shall be made public in the same way as the previous agenda, on 3 July 2025, i.e. thirteen (13) days before the date of the General Assembly. At the same time, it is made available to the Shareholders on the Company's website (https://www.centric.gr/general-meetings), together with the reasons or draft decision submitted by the Shareholders pursuant to the provisions of Article 123, paragraph 4 of Law 4548/2018. If the items are not published, the applicant Shareholders are entitled to request the postponement of the General Assembly in accordance with Article 141 (5) of Law 4548/2018 and to publish the items at the expense of the Company, according to Article 122 of Law 4548/2018, at least seven (7) days before the General Assembly, i.e. by 9 July 2025.
2. Shareholders representing 1/20 of the paid-up capital shall have the right to submit draft decisions on matters included in the initial or any revised agenda of the General Assembly. Such a request must reach the Management Board at least seven (7) days before the date of the General Assembly, i.e. by July 9, 2025 and the draft decisions shall be made available to the Shareholders in accordance with Article 123 (3) of Law 4548/2018, at least six (6) days before the date of the General Assembly, i.e. by July 10, 2025.
3. At the request of any shareholder, submitted to the Company at least five (5) full days before the General Assembly, i.e. by July 10, 2025 the Board of Directors shall provide the General Assembly with the specific information requested on the Company's affairs, in so far as it relates to the items on the agenda. There is no obligation to provide information where the relevant information is already available on the company's website, in particular in the form of questions and answers. In addition, at the request of shareholders representing 1/20 of the paid-up capital, the Board of Directors is required to notify the Ordinary General Assembly of the amounts paid over the last two years to each member of the Board of Directors or the Directors of the Company, as well as any payment to such persons for any reason or contract with them. In all such cases, the Board of Directors may refuse to provide the information for a sufficiently substantial reason, which shall be recorded in the minutes. The Board of Directors may respond to a single request from Shareholders with the same content.
4. Following an application by shareholders representing 1/10 of the paid-up capital, submitted to the Company at least five (5) full days before the General Assembly, i.e. by July 10, 2025 the Board of Directors shall provide the General Assembly with information on the progress of the company's affairs and the property situation of the Company .The Board of Directors may refuse to provide such information on a serious, substantive ground which shall be cited in the minutes. Such a reason may be, depending on the circumstances, the representation of the applicant shareholders on the board of directors in accordance with Articles 79 or 80 of Law 4548/2018, provided that the respective members of the board of directors have been adequately informed.
In all the above cases, the applicant Shareholders must prove their shareholding status and, except in the case of the first subparagraph of Case 3 hereof (i.e. the first subparagraph of Article 141 (6) of Law 4548/2018), the number of shares they hold, at the time of exercising the relevant right. Proof of shareholding status may be provided by any lawful means and in any case based on the information received by the Company from EL.K.A.T., if it provides registry services, or through the participating and registered intermediaries in the central securities depository in all other cases.
The information referred to in Article 123 (3) and (4) of Law 4548/2018 ( this invitation, the total number of shares and voting rights that the shares incorporate on the date of the invitation, the representation forms and the Form of Postal vote, the documents to be submitted to the General Assembly, the draft resolutions for each item on the agenda proposed by the Board of Directors or, where no resolutions are proposed, the Board's comments on the agenda items, as well as any draft resolutions submitted by Shareholders pursuant to Article 141(3) of Law 4548/2018) are available on the Company's website (https://www.centric.gr/general-meetings).In addition, the Shareholders may receive the above documents and information in hard copy form from the Shareholders' Service Department of the Company (Moschato,20, Makrygianni Street, tel. (+ 30) 210 9480000).
Moschato, 24 June 2025 THE BOARD OF DIRECTORS
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