Pre-Annual General Meeting Information • May 22, 2025
Pre-Annual General Meeting Information
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According to the Law and the Articles of Association of the Company and following resolution of its Board of Directors, the Shareholders of the Company are invited to the Annual Ordinary General Meeting on June 19, 2025, day of the week Thursday at 16:00 pm, at the Company's seat, in the Municipality of Kallithea, Attica and, more specifically, in the office building of its subsidiary company under the name "Uni Systems S.M.S.A." at 19-23 Al. Pantou St. (event hall, ground floor), to discuss and resolve on the following items on the agenda:
a. Right to Participate and Vote in the General Meeting: Any shareholder having this capacity at the Record Date, as defined hereinbelow is entitled to participate and vote in the General Meeting. Each share of the Company gives the right to one (1) vote in the General Meeting.
At the date of this invitation the Company's capital is divided into 107.222.688 common shares incorporating 107.222.688 voting rights in total. Whoever appears to be a shareholder in the records of the Dematerialized Securities System (DSS), managed by the "Hellenic Central Securities Depository SA"(ATHEXCSD) where the securities (shares) of the Company are kept, is entitled to participate in the General Meeting. The capacity of the shareholder must exist at the beginning of the fifth (5th) day prior to the date of the General Meeting of 19 June 2025, i.e., at the beginning of 14 June 2025 (the "Record Date"). The above Record Date is also valid in case of postponed or repeat meeting, provided that such postponed or repeat meeting is not more than thirty (30) days away from the Record Date. The shareholder capacity at the Record Date will be proved through the Company's direct electronic linkup with the records of the DSS. In case of non-compliance with the provisions of article 124 of Law 4548/2018, said shareholder shall attend the General Meeting only if the General Meeting allows it. It is hereby noted that the exercise of said participation and voting rights does not require the block of the beneficiary's shares nor the observance of any other similar procedure, which limits the freedom to sell and transfer shares during the period between the Record Date and the date of the General Meeting.
In case the required quorum is not ascertained, with regard to the items of the agenda, the shareholders are invited on 8 July 2025, day of the week Tuesday at 16:00 p.m. at the Company's seat, in Municipality of Kallithea, Attica and, more specifically, in the office building of its subsidiary company under the name "Uni Systems S.M.S.A." at 19-23 Al. Pantou St. (event hall, ground floor), to a Repeat General Meeting. At the Repeat General Meeting, which as results from the above is not more than thirty (30) days away from the Record Date, are entitled to participate and vote the Shareholders who have the right to participate at the beginning of 14 June 2025 (Record Date).
Every shareholder attends the General Meeting and votes either in person or through proxies. Each shareholder may appoint up to three (3) proxies. However, if the shareholder holds Company's shares that appear in more than one securities' accounts, this limitation does not prevent the shareholder from appointing different proxies for the shares that appear in each securities account in relation to the General Meeting. A proxy that acts on behalf of more than one shareholder may vote differently for each shareholder. Legal entities participate in the General Meeting by appointing up to three (3) natural persons as their proxies. The shareholder may appoint a proxy for a single general meeting or for all meetings that take place within a certain period of time. The proxy votes in accordance with the instructions of the shareholder, if any, and is obligated to file the voting instructions for at least one (1) year, from the date of the General Meeting, or in case of its postponement, of the last repeat meeting in which s/he used his/her power of attorney. The proxy is obligated to disclose to the Company before the commencement of the General Meeting every specific fact, which could be useful to shareholders in order to evaluate the risk of the proxy serving interests other than the shareholder's interests. Conflict of interest may arise mainly in cases when the proxy is: a) a shareholder that exercises the control of the Company or another legal entity or an entity controlled by that shareholder, b) a member of the Board of Directors or of the management of the Company or of a shareholder controlling the Company, or of another legal entity or of an entity controlled by a shareholder controlling the Company, c) an employee or certified auditor of the Company or of a shareholder controlling the Company, or of another legal entity or of an entity controlled by a shareholder controlling the Company, d) the spouse or a relative of first degree of one of the natural persons mentioned in cases (a) to (c). The appointment and revocation of the shareholder's proxy is done in writing or electronically and is notified to the Company, at least three (3) days prior to the scheduled date of the General Meeting. The Company has made available on its website (www.quest.gr) on the internet, the form used for the appointment of a proxy. The aforementioned form, completed and signed, must be submitted by the shareholder to the Company Offices, at 2A Argyroupoleos - Kallithea Attica (Shareholder Services, contact person Mr. Dimitrios Papadiamantopoulos) or must be emailed to [email protected] at least three (3) days prior to the date of the General Meeting or any Repeat Meeting. The shareholder is required to confirm the successful dispatch of his proxy appointment form and its receipt by the Company, by calling: 211 999 4762.
c. Shareholders' Minority Rights: 1) Upon request of shareholders representing 1/20 of the paidup share capital, the Board of Directors of the Company is obligated to include additional items in the agenda of the General Meeting that has already been convened for 19 June 2025, if the relevant request is submitted to the Board of Directors at least fifteen (15) days prior to the General Meeting, i.e., until 4 June 2025. The request for the inclusion of additional items in the agenda is accompanied by a reasoning or by draft resolution under approval by the General Meeting; the revised agenda is published in the same way as the previous agenda, thirteen (13) days prior to the date of the General Meeting and, at the same time, it becomes available to the shareholders on the Company's website (www.quest.gr), along with the reasoning or the draft resolution already submitted by the shareholders according to the provisions of article 123 § 4 of law 4548/2018. In case said items are not published, the requesting shareholders are entitled to request the postponement of the General Meeting, according to article 141 § 5 of Law 4548/2018 and to proceed with the publication themselves, as set out in the second section of this paragraph, at the expense of the Company. The Board of Directors is not obligated to include items on the agenda nor to publish or make them public accompanied by the reasoning submitted by the shareholders, if their content is obviously contrary to law and good morals. 2) Shareholders representing 1/20 of the paid-up share capital have the right to submit draft resolutions on items that have been included in the initial or the revised agenda of the General Meeting. Said request must be submitted to the Board of Directors at least seven (7) days prior to the General Meeting, i.e., by 12 June 2025. The Board of Directors shall make available the draft resolutions to the shareholders according to the provisions of article 123 § 3 of law 4548/2018 at least six (6) days prior to the date of the General Meeting. The Board of Directors is not obligated to include items on the agenda nor to publish or make them public accompanied by the reasoning and the draft resolutions submitted by the shareholders, if their content is obviously contrary to law and good morals. 3) Upon request of any shareholder submitted to the Company at least five (5) full days prior to the General Meeting of 19 June 2025, i.e., by 14 June 2025, the Board of Directors is obligated to provide the General Meeting with the requested specific information on the Company's affairs, to the extent that this information is useful for the real evaluation of the items of the agenda. The Board of Directors may give a single unified answer to requests of shareholders with the same content. There is no obligation to provide information, where the relevant information is already available on the Company's website, especially in the form of questions and answers. Moreover, upon request of shareholders representing one twentieth (1/20) of the paidup share capital, within the same deadline, the Board of Directors is obligated to disclose to the General Meeting the amounts paid during the last two years to each member of the Board of Directors or Company Executive, as well as any benefit granted to these persons for any reason or as a result of a contract entered into between the Company and the persons in question. The Board of Directors can deny the provision of information due to substantial reasons that are recorded in the minutes (article 141 § 6 of Law 4548/2018). 4) Upon request of the shareholders representing one tenth (1/10) of the paid share capital, submitted to the Company at least five (5) full days prior to the General Meeting of 19 June 2025, i.e., by 14 June 2025, the Board of Directors is obligated to provide the General Meeting with information regarding the course of the corporate affairs and the company assets. With regard to the exercise of the Shareholders' Minority Rights the corresponding deadlines apply in case of a Repeat General Meeting. The Board of Directors has the right to refuse to provide the information requested for a sufficient and substantial reason, which shall be recorded in the minutes. In all cases referred to hereinabove, the requesting shareholders shall be required to prove their capacity and, with the exception of case 3 hereinabove, the number of shares they hold in the exercise of their right. Such proof is the submission of a written certificate issued by the body with which the relevant securities are kept or, alternatively, the certification of their shareholder capacity obtained by direct electronic linkup between the body and the Company. Detailed information in relation to the above rights and the terms for their exercise is also available on the Company's website (www.quest.gr).
d. Available information and documents: The full text of the documents and the draft resolutions set out in articles 123 §§ 3 & 4 shall be made available to the shareholders in hard copy at the offices of the Company at 2A Argyroupoleos St. - Kallithea Attica upon request addressed to the Shareholders' Services Department, contact person Mr. Dimitrios Papadiamantopoulos. All documents set out in §§ 3 & 4 of article 123 of Law 4548/2018 are available in electronic form on the Company's website www.quest.gr.
Kallithea, 20 May 2025 THE BOARD OF DIRECTORS
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