REG - Public Power Corp - Annual Financial Report <Origin Href="QuoteRef">DEHr.AT</Origin> - Part 4

Public Power SAAnnouncement

07/04/2017 18:40

- Part 4: For the preceding part double click  ID:nRSG9898Bc 

electronic media with national and Europe-wide circulation. 
 
5.4 Participation in the General Meeting 
 
1.   Any shareholder shall be entitled to attend and vote at the General Meeting. 
 
2.   Any person appearing as a shareholder in the registry of the entity where the securities of the Company are being
kept, shall be entitled to participate in the General Meeting without being required to block his shares. 
 
The shareholding capacity shall be evidenced by providing a relative written certificate from the above entity or
alternatively a confirmation through direct online connection of the Company with the records of the latter. The
shareholdings capacity shall be valid on the commencement of the fifth (5th) day prior to the date of the General Meeting
(Record Date) and the relative written or electronic certificate with regard to the shareholding capacity shall be serviced
to the Company at the latest the third (3rd) day prior to the date of the General Meeting. Shareholders may attend the
repeat General Meeting in accordance with the same formal requirements set out above. The shareholding capacity shall be
valid on the commencement of the fourth (4th) day prior to the holding of the repeat General Meeting (Record Date of repeat
General Meetings), while the relative written or electronic certificate with regard to the shareholding capacity shall be
serviced to the Company at the latest the third (3rd) day prior to the General Meeting. Only those holding the shareholding
capacity on the above Record Date shall be considered vis-à-vis the Company to be entitled to participate and vote at the
General Meeting. In case of non -compliance with the provisions of Article 28a of Codified Law 2190/1920, as applicable,
the said shareholders may attend the General Meeting only upon authorization of the General Meeting. 
 
Shareholders shall participate and vote at the General Meeting either in person or by proxy. Each shareholder may appoint
up to three (3) proxy holders. A proxy holder holding proxies by several shareholders may cast votes differently for each
shareholder. The appointment and revocation of proxy holders shall be made in writing or by mail and shall be notified to
the Company in accordance with the same procedure as above at least three (3) days prior to the date set for such General
Meeting. Legal entities participating in the General Meeting may appoint up to three (3) natural persons as proxies. 
 
3.   Ten (10) days prior to the ordinary General Meeting, every shareholder may obtain from the Company the annual
financial statements thereof, together with the relevant reports of the Board of Directors and of the auditors. 
 
4.   Twenty-four (24) hours prior to each General Meeting, a list of shareholders with voting right at the said meeting
shall be posted in a prominent place at the registered office of the Company. The said list shall indicate any proxies of
the shareholders, in compliance with article 28a of Codified Law 2190/1920, as applicable, and paragraph 2 herein, the
number of shares and votes of each shareholder, as well as the addresses of the shareholders and of their proxies. 
 
5.   As of the date of publication of the invitation to the General Meeting and until the date of the General Meeting, at
least the following information shall be posted on the Company's website: 
 
a)   the notice of invitation to the General Meeting, 
 
b)   the total number of shares and voting rights on the date of such invitation, 
 
c)   the documents to be submitted at the General Meeting, 
 
d)   a draft resolution for each item on the agenda or in case no resolution has been submitted for approval, a comment by
the Board of Directors on each item on the agenda and any draft resolutions submitted by the shareholders, right after
being received by the Company, 
 
e)   the printed forms to be used for the exercise of voting rights by proxy. 
 
5.5 Ordinary Quorum and Majority 
 
1.   A quorum of the General Meeting shall be deemed to be achieved for the proper discussion of the issues on the agenda,
when shareholders representing at least one fifth (1/5) of the paid-up share capital are present or represented thereat. 
 
2.   If the quorum referred to in the preceding paragraph is not obtained, the General Meeting shall be held again within
twenty (20) days from the date of the postponed meeting, following invitation being notified at least ten (10) days prior
to the meeting date. At such repeat meeting a quorum shall be deemed to be obtained in order to duly discuss the items set
out in the original agenda, independently of the proportion of the paid-up share capital represented thereat. 
 
A new notice of invitation is not required, in the event that the original notice of invitation states the venue and date
of the repeat meetings provided for by the law, in case a quorum has not been reached, on condition that at least ten (10)
full days intervene between the postponed meeting and the repeat one. 
 
3.   The resolutions of the General Meeting shall be made by absolute majority of the votes represented thereat. 
 
5.6 Extraordinary Quorum and Majority 
 
1.   As an exception, for resolutions involving : 
 
a)   change in the nationality of the Company, 
 
b)   modification of the object of the Company, 
 
c)   issuance of bonds convertible into shares, as stipulated by article 19 par. 1(e) of the Articles of Incorporation, 
 
d)   increase of the shareholders' obligations, 
 
e)   increase of the share capital subject to the provisions of article 6 of the Articles of Incorporation, or unless it is
imposed by law or is effected by capitalization of reserves, 
 
f)    decrease of the share capital, with the exception of the case of par. 6 article 16 of Codified Law 2190/1920, as
applicable, or with the exception of those cases which are regulated in a different manner, according to a special law or
to the Articles of Incorporation, 
 
g)   change in the manner of profits' distribution, 
 
h)   restriction or abolition of the pre-emption right of the old shareholders in all cases of increase of the share
capital not effected by transfers in kind or by the issuance of convertible bonds, 
 
i)    merger, demerger, transformation, revival, extension of term or dissolution of the Company, 
 
j)    granting or renewing of powers to the Board of Directors for the increase of the share capital or the issuance of
bond loan in accordance with the provisions of article 6 par. 2(b) of the Articles of Incorporation, and 
 
k)   any amendment to the section herein and in any other case provided for by the law, 
 
a quorum shall be deemed to be obtained for the proper transaction of the business set out in the agenda, when shareholders
representing two thirds (2/3) of the paid-up share capital are present or represented at the relevant meeting. 
 
2.   If the said quorum is not obtained, a second General Meeting shall be held in accordance with the provisions of
paragraph 2, article 23 of the Articles of Incorporation, a quorum of which shall be obtained for the proper transaction of
the business set out in the original agenda when at least one half (1/2) of the paid-up share capital is represented
thereat. If such quorum is still not obtained, the General Meeting shall be held upon notice of invitation and convened as
stipulated above, a quorum of which shall be obtained when shareholders representing at least one fifth (1/5) of the
paid-up capital are present or represented at said meeting. 
 
In the event that quorum has not been obtained, a new notice of invitation is not required on condition that the venue and
time of the repeat meetings, as provided for by law, are set in the initial invitation, and that at least ten (10) full
days intervene between each postponed meeting and each repeat one. 
 
3.   The resolutions stipulated in par. 1 herein shall be made by a two-thirds (2/3) majority of the votes represented at
the General Meeting. 
 
5.7 Chairmanship of the General Meeting 
 
1.   The Chairman of the Board of Directors shall preside, provisionally, as chairman at the General Meetings. If unable to
perform his/her duties, he/she shall be replaced by his/her 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 of its Chairman and of one (1) Secretary, who shall also act as scrutineer. 
 
5.8 Agenda - Minutes of the Meetings 
 
1.   The discussions and the resolutions of the General Meeting shall be limited to the items on the agenda published in
accordance with article  21 of the Articles of Incorporation. 
 
2.   A summary of all the items discussed and resolved at the General Meeting shall be entered in a minute book signed by
the Chairman and the Secretary. Following request, if any, by any shareholder, the Chairman shall record an exact summary
of the said shareholder's opinion in the minutes. In the same minute book shall also be recorded a list of shareholders who
attended the General Meeting in person or by proxy, drawn up in accordance with par. 2 of article 27 of Codified Law
2190/1920, as applicable. The results of the voting shall be posted on the Company's website under the responsibility of
the Board of Directors within five (5) days at the latest from the date of the General Meeting, indicating for each
resolution at least the number of shares for which valid votes were cast, the proportion of the share capital represented
by such votes, the total number of valid votes as well as the number of votes cast in favour and against each resolution
and the number of abstentions. 
 
3.   Copies of and excerpts from the minutes of the General Meeting shall be certified by the Chairman of the Board of
Directors or his/her substitute. 
 
4.   If only one shareholder is present at a meeting of the General Meeting, then a representative of the Supervising
Ministry - Section of Supervision of Sociétés Anonymes or a notary public authorized to do business in the district where
the seat of the Company is located, shall attend the said General Meeting and countersign the minutes thereof. 
 
5.9 Discharge from Liability of the Members of the Board of Directors and of the Auditors 
 
1.   Following the approval of the annual financial statements, the General Meeting shall decide by a special vote taken by
roll call, regarding the discharge of the members of the Board of Directors and of the auditors from any liability for
damages. The said discharge shall be null and void in those instances provided by article 22a of Codified Law 2190/1920, as
applicable. 
 
2.   Shareholders shall be entitled to participate in the voting for the discharge of the members of the Board of Directors
only with the shares they own or as proxy holders of other shareholders, provided that they have obtained a relative
authorization with clear and specific voting instructions. The same also applies for the employees of the Company. 
 
5.10 Minority Rights 
 
1.   At the request of shareholders representing one twentieth (1/20) of the paid-up share capital, the Board of Directors
shall be bound to convene an extraordinary General Meeting, setting the date of such a meeting, which shall not be later
than forty five (45) days from the date of service of such request to the Chairman of the Board of Directors. The agenda
items shall be stated in detail in the said request. If the General Meeting is not convened by the Board of Directors
within twenty (20) days from the service of the said request, the meeting shall be convened by the requesting shareholders
at the expense of the Company, upon decision of the Single-Member Court of First Instance at the Company's registered seat,
issued following the procedure of interim measures. The place and date of the meeting, as well as the items on the agenda,
shall be defined by the said decision. 
 
2.   At the request of shareholders representing one twentieth (1/20) of the paid-up share capital, the Board of Directors
shall be obliged to insert additional items in the agenda of a General Meeting already convened, if the relative request
has been submitted to the Board of Directors at least fifteen (15) days prior to the General Meeting. The request for the
insertion of additional items in the agenda shall be accompanied by the reasoning or a draft resolution to be approved by
the General Meeting. The revised agenda shall be published or notified under the responsibility of the Board of Directors,
pursuant to article 26 of Codified Law 2190/1920, as applicable, according to the same procedure as above, thirteen (13)
days prior to the date of the General Meeting; at the same time it shall be made available to the shareholders on the
Company's website along with the reasoning or the draft decision submitted by the shareholders in accordance with the
provisions of par. 5 of article  22 of the Articles of Incorporation. 
 
3.   At the request of shareholders representing one twentieth (1/20) of the paid-up share capital, the Board of Directors
shall make available to the shareholders in accordance with the provisions of par. 5 article  22 of the Articles of
Incorporation, at least six (6) days prior to the General Meeting any draft resolutions on items included in the initial or
the revised agenda, provided that such request is submitted to the Board of Directors at least seven (7) days prior to the
date of the General Meeting. 
 
4.   The Board of Directors shall have no obligation to proceed to the insertion of items in the agenda nor to publish or
notify such items along with the reasoning and the draft resolutions submitted by the shareholders in accordance with the
above par. 2 and 3 respectively, if their content is obviously contrary to Law and morality. 
 
5.   At the request of shareholders representing one twentieth (1/20) of the paid-up share capital, the Chairman of the
General Meeting shall be obliged to postpone, only once, the procedure of decision taking by the ordinary or the
extraordinary General Meeting for all or for specific items, 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 the postponed one, is deemed to be in continuation of the previous one and no repetition
of the formalities for the publication of the shareholders' invitation is required. New shareholders may also attend this
meeting, by complying with the provisions of article 22 of the Articles of Incorporation. 
 
6.   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
ordinary General Meeting, the amounts paid by the Company for any reason whatsoever, within the last two (2) years, to
members of the Board of Directors, to the General Managers, to the Managers or other employees of the Company, as well as
any other benefit paid to the said persons or any contract the Company has entered into with the above mentioned persons
for any reason whatsoever. 
 
b) At the request of any of the shareholders, submitted to the Company within at least five (5) full days prior to the
General Meeting, the Board of Directors shall be obliged to provide the requested information with respect to the Company's
affairs, to the extent that such information is useful for the actual evaluation of the agenda items. The Board of
Directors may give a common reply to all shareholders' requests having the same content. There shall be no obligation to
provide information, on condition that such information is already posted on the Company's website, especially in question
and answer form. 
 
In both cases a) and b) above, the Board of Directors may refuse to provide the requested information, if sufficient
material grounds exist, recording the reasons for such refusal in the minutes. 
 
7.   At the request of shareholders representing one fifth (1/5) of the paid-up share capital submitted to the Company
within the time limit referred to in the preceding paragraph, the Board of Directors shall be obliged to provide during the
General Meeting to the said shareholders information on the progress of the affairs and on the financial condition of the
Company. The Board of Directors may refuse to provide the requested information, if sufficient material grounds exist,
recording the reasons for such refusal in the minutes. 
 
8.    In the cases referred to in paragraphs 6 a) and 7 herein, any issue in dispute over the validity of the reasons for
such refusal by the Board of Directors shall be resolved by the Single-Member Court of First Instance at the Company's
registered seat, following the procedure of interim measures. 
 
9.   At the request of shareholders representing one twentieth (1/20) of the paid-up share capital, a resolution concerning
any item on the agenda of the General Meeting shall be made by roll call. 
 
10. In all cases referred to in paragraphs 1 up to 7 of the article herein, the shareholders submitting such a request
shall be obliged to provide evidence of their shareholding capacity, in accordance with article 22 of the Articles of
Incorporation, as well as of the number of their shares granting them the above rights, whether by providing a relative
certificate by the entity where the respective securities are being kept or by confirmation of their shareholding capacity
through direct online connection between the above-mentioned entity and the Company. 
 
11. Shareholders of the Company representing one twentieth (1/20) of the paid-up share capital shall have the right to
request by the Single-Member Court of First Instance of the Company's registered seat the performance of an audit of the
Company. Such audit shall be ordered, in the event it is assumed that certain acts reported against the Company violate the
provisions of the law, of the Articles of Incorporation, or of the resolutions of the General Meeting. In all cases, the
petitions requesting an audit shall be filed within three (3) years from the date of approval of the annual financial
statements of the financial year within which such reported acts took place. 
 
12. Shareholders of the Company representing one fifth (1/5) of the paid-up share capital shall have the right to request
from the court referred to in the preceding paragraph the performance of an audit of the Company, provided that it is
assumed from the general progress of the Company's affairs, that the management thereof is not carried out in accordance
with the principles of honesty and prudence. The last subparagraph of paragraph 3 article 40 of Codified Law 2190/1920
shall not be applicable. 
 
13. Shareholders who make a request in accordance with paragraphs 11 and 12 of the article herein, must provide evidence to
the Court that they are in possession of the shares, as stipulated in article 22 of the Articles of Incorporation, granting
them the right to request the audit of the Company. 
 
6. Composition and operation of the Governing Bodies 
 
6.1. Governing Bodies 
 
The Governing Bodies of the Company (Article 8 of PPC Articles of Incorporation) shall be: 
 
a)   the Board of Directors, 
 
b)   the Chief Executive Officer and 
 
c)   the Executive Committee. 
 
1.   The Board of Directors (BoD) shall consist of eleven (11) members divided into executive and non-executive members
(independent or not) and elected for a three-year term. In order to ensure continuity in the administration of the affairs
and the representation of the Company, the term of office of each member may be extended ipso jure until the first Ordinary
General Meeting to be held after the expiration of term of each member. 
 
2.   The Board of Directors shall consist of: 
 
a)   Eight (8) members, including the Chief Executive Officer, elected by the General Meeting of the shareholders of the
Company. The Board of Directors shall elect from among the said members its Chairman and Vice Chairman, pursuant to article
14 of the Articles of Incorporation. 
 
b)   Two (2) members representing the employees of the Company. These members shall be elected by direct, general ballot
and by means of the proportional representation system within a time period of two (2) months from the relevant
notification to the most representative trade union (ΑSOP). The election of the representatives of the employees to the
Board of Directors shall be conducted by an election committee appointed by the most representative trade union of the
Company, in which (committee) at least one representative from the remaining trade unions of the Company shall participate.
The procedure of the said election, the appointment of the local election committees, the time and the details of the
polling, as well as the counting of the votes and the announcement of the results thereof, shall be the job of said
committee, which shall be presided over by a judicial functionary pursuant to the provision of article 11 of Law 1264/1982
concerning "Democratization of the Trade-union Movement - The Rights of the Unions" (Official Gazette, volume Α, issue no.
79). The same procedure shall also apply to the appointment of the substitute members in replacement of the members of the
Board elected in accordance with the procedure set forth in the paragraph herein. In case the substitute member resigns or
leaves his office vacant, for any reason whatsoever, his position shall be occupied by the substitute member who follows
next in order. 
 
c)   One (1) member designated by the Economic and Social Committee (ESC) and coming from agencies relating to the
activities of the Company. The member designated by the ESC shall be proposed as a member within a time period of two (2)
months as of its notification to the said Committee by the Minister of Environment, Energy and Climate Change (now the
Minister of Environment and Energy) and shall be appointed by virtue of Decision of the said Minister. The same procedure
shall also apply to the substitution of the said member, in the event of resignation or vacancy in the office of said
member for any reason whatsoever as well as to the revocation of said member. 
 
3.   In the event that for any reason whatsoever any representative of the employees or the representative of ESC is not
elected or in the event any vacancy in the office of the aforesaid representatives is not promptly filled within the time
limit of two (2) months as of the notification of the agencies, this shall not impede the constitution and functioning of
the Board of Directors. 
 
4    a)   In case that for any reason whatsoever there shall be a vacancy in the office of a Board Member elected in
accordance with the procedure set forth in paragraph 2a herein, the remaining members of the Board shall elect another
member for the remaining term of the member in the office of whom a vacancy has occurred, and such election shall be posted
on the websites of the company and the General Electronic Commercial Registry (GECR or G.E.M.I.) and shall be announced by
the Board of Directors at the next meeting of the General Meeting. 
 
b)   In the event of a vacancy in the office of the Chief Executive Officer for any reason whatsoever the Chairman of the
Board of Directors shall temporarily act as Chief Executive Officer or if the posts of Chairman of the Board of Directors
and of Chief Executive Officer coincide to the same person, the Vice Chairman of the Board of Directors, appointed pursuant
to article 14 par. 1 of the Articles of Incorporation, shall act as Chief Executive Officer. In such instances, the Board
of Directors shall call a meeting of the General Meeting of shareholders within the shortest possible time for the election
of the new Chief Executive Officer. 
 
c)   In the event of a vacancy in the office of the Chairman of the Board of Directors for any reason whatsoever the Chief
Executive Officer of the Company shall temporarily act as Chairman or if the posts of Chairman of the Board of Directors
and of Chief Executive Officer coincide to the same person, the Vice Chairman of the Board of Directors, appointed pursuant
to article 14 par. 1 of the Articles of Incorporation, shall act as Chairman. In the event of a vacancy in the office of
both the Chairman and the Chief Executive Officer, and should no Vice Chairman of the Board of Directors have been elected,
the Chairman shall be substituted by the senior member of the Board of Directors. 
 
d)   In the event that the Chief Executive Officer or the Chairman are absent or temporarily unable to perform their
functions, the Vice Chairman and, if there is no Vice Chairman, a person designated by the Board of Directors among its
members who have been elected by the General Meeting in accordance with Article 9 par. 2 a) of the Articles of
Incorporation, shall substitute for them. 
 
5.   Failure to post on the websites of the company and of the GECR and to announce the election or the substitution of a
Board Member by the General Meeting shall not invalidate the resolutions of the Board of Directors taken with the
participation of the said member. 
 
6.2 Competence of the Board of Directors 
 
1.   The Board of Directors is the supreme governing body of the Company which shall primarily formulate  its strategy and
development policy, as well as supervise and exercise control over the management of its property. The Board of Directors
shall approve, upon recommendation of the Chief Executive Officer: a) the Strategic Plan, which determines the strategic
goals for the attainment of the purpose of the Company, b) the Business Plan of the Company of a duration between three (3)
and five (5) years, which specifies the goals of the Strategic Plan for each year of its duration, c) the methods for the
implementation of the Strategic Plan and the Business Plan for each year of their duration. The Board of Directors shall
also follow up the implementation of both the Strategic and the Business Plan. 
 
2.   The Board of Directors shall represent the Company and shall be vested with unlimited authority to decide on any act
and to exercise full power concerning the management of the Company, the management of its property and in general the
fulfillment of its object, with the exception of those issues which either by law or by the Articles of Incorporation,
expressly fall within the jurisdiction of the General Meeting. 
 
3.   The Board of Directors shall, upon recommendation of the Chief Executive Officer, approve the annual budget of the
Company, prepare, approve and submit to the General Meeting for approval the annual financial statements of the Company and
prepare and submit to the General Meeting the annual report. 
 
4.   The Board of Directors shall, upon the recommendation of the Chief Executive Officer decide on: a) the necessity of
creating positions of Deputy Chief Executive Officers, as well as on their number and competences thereof, b) the basic
organization of the Company divided into Divisions and Business Units, which constitute the highest administrative level of
its organizational structure, c) the creation of positions of Chief Officers and their competences. 
 
5.   The Board of Directors may, upon recommendation of the Chief Executive Officer delegate part of its competences,
except for those which, pursuant to Codified Law 2190/1920 and to the Articles of Incorporation, require collective action
or fall within the exclusive jurisdiction of the Chief Executive Officer in accordance with Article 15 of the articles of
Incorporation, as well as the administration, management or supervision of the affairs or the representation of the
Company, to the Chairman, to the Chief Executive Officer, to the Deputy Chief Executive Officers, to one or more of its
members, to the Executive Committee, to the Chief Officers, to the Managers or the employees of the Company. 
 
The aforesaid persons to whom the competences of the paragraph herein are delegated and who have not the capacity of Board
Member carry the same responsibility towards the Company as the members of the Board of Directors, pursuant to par. 6,
article 22a of Codified Law 2190/1920, as applicable and to article 12 of the Articles of Incorporation. 
 
6.3 Convocation and Functioning of the Board of Directors 
 
1.   The Board of Directors shall meet at the seat of the Company and/or outside its seat at the facilities of PPC at
Kozani, Megalopolis and Aliveri, upon the call of the Chairman or his substitute on such day and hour as determined by him,
whenever required following the needs of the Company. 
 
2.   The Board of Directors may lawfully meet by way of teleconference upon invitation to the members of the Board of
Directors, which includes all necessary information with respect to their participation in the meeting. 
 
3.   Upon application by two (2) members, the Chairman or his substitute shall be obliged to convoke the Board of
Directors, setting the date of the meeting, which shall not be later than seven (7) days from the submission of the
relevant application, in which (application) the Chairman or his substitute shall be obliged to include any proposed item
on the agenda of the first meeting held following submission of the relevant application. 
 
4.   The agenda of the meetings shall be determined by the Chairman and its items shall be included in the notice sent to
the members of the Board at least two (2) working days prior to the date of the meeting, otherwise the decision taking is
permitted only if all members of the Board of Directors are present or represented at the meeting and none of them objects
to the decision taking. 
 
5.   A quorum of the Board shall be deemed to be present and the meeting shall be deemed valid if, pursuant to paragraph 6
herein, one more than half the number of members are present or represented. In no case, however, shall the number of
members physically present be less than three (3). In determining the number required to form a quorum, fractions, if any,
shall be ignored. 
 
6.   The Board of Directors shall take its decisions by absolute majority of the members present or represented. In case of
equality in votes, the Chairman's vote shall prevail. 
 
7.   Each Board Member may, following written authorization, validly represent only one member thereof. The representation
to the Board of Directors may not be assigned to a person who is not a member of the Board of Directors. 
 
8.   Minutes of the proceedings and decisions of the Board of Directors shall be kept in accordance with the Law (Article
20, par. 6 of Codified Law 2190/1920, as applicable). The minutes are signed by the Chairman and the members of the Board
present at the relevant meeting and are certified at the next meeting of the Board of Directors. 
 
9.   The copies of and the excerpts from the minutes of the Board of Directors shall be signed by the Chairman or, in the
event he is absent or unable to perform his duties, by his substitute without any other validation being necessary. 
 
10. The General Counsel may attend the meetings of the Board of Directors, except as otherwise decided by the Board of
Directors, without having the right to vote. 
 
11. The drawing up and the signing of the minutes by all the members of the Board of Directors or their representatives is
equal to a resolution of the Board of Directors, even if no meeting has proceeded. 
 
6.4 Liability of the Board Members 
 
1.   The Board Members shall be liable to the Company for any fault committed by them during the performance of their
duties, as specifically provided for under articles 22a and 22b of Codified Law 2190/1920, as applicable. 
 
2.   The Board Members shall be bound to keep absolute secrecy with regard to all confidential information in respect of
the affairs of the Company coming to their knowledge in their capacity as Board Members. 
 
3.   The appointment and the dismissal for any reason whatsoever of the Board Members and of the persons empowered to
represent the Company jointly or individually  shall be subject to publicity, as stipulated by articles 7a and 7b of
Codified Law 2190/1920, as applicable, together with their identity particulars and in any case, as provided for by the law
each time. 
 
6.5 Prohibition of competition - Participation in the Board of Directors of subsidiary companies 
 
1.   The members of the Board of Directors, the Deputy Chief Executive Officers, the Chief Officers, the Managers, as well
as the employees of the Company shall not be permitted to perform on occasion or by profession without the authorization of
the General Meeting of shareholders of the Company, either on their own behalf or on behalf of third parties, acts falling
within the object of the Company or be members of Boards of Directors, executives, employees or representatives of
companies pursuing aims similar to those of the Company. In addition, all the aforementioned are not allowed to participate
in all types of companies or joint ventures with an object similar to the one of the Company. The subsidiary companies of
the Company or the companies in the capital of which the Company participates shall not be subject to the abovementioned
prohibition. 
 
2.   The prohibition referred to above shall be valid for a period of two years following expiry for any reason whatsoever
of the term of office of the Board Member or following his/her retirement from the Board or following retirement from the
Company of an officer or employee, who had participated in the Executive Committee of the Company or in the Board of
Directors. 
 
6.6 Chairman and Vice Chairman of the Board of Directors 
 
1.   The Board of Directors shall elect its Chairman, whose position may coincide with that of the Chief Executive Officer.
In the event that the aforesaid positions shall coincide to the same person, the Board shall elect a Vice Chairman also. 
 
2.   The Chairman shall represent the Company and follow up the implementation of the decisions of the Board of Directors.
He / She shall convene the Board, preside at the meetings thereof, determine the items on the agenda, conduct the meetings
and put said items under vote. The Chairman shall also submit, at regular intervals, the reports regarding the conduct of
business and the activities of the Company stipulated by the standing provisions and the Articles of Incorporation. 
 
6.7 Chief Executive Officer 
 
1.   The Chief Executive Officer of the Company shall be elected by the General Meeting of shareholders for a three-year
term of office. 
 
2.   The Chief Executive Officer shall be the highest-ranking executive officer of the Company, he/she shall be at the head
of all the services thereof, conduct their activities, decide on the further organization of the Company within the scope
of the Articles of Incorporation and the relevant resolutions of the Board of Directors, make the necessary decisions
within the framework of the provisions governing the operation of the Company, of the approved plans and budgets, of the
Strategic Plan (S.P.), of the Business Plan (B.P.), and of the terms of the Management Contract he/she has entered into
with the Company pursuant to Article 16 of the Articles of Incorporation. The Chief Executive Officer shall represent the
Company within the limits of his duties on the basis of the Articles of Incorporation or of the resolutions of the Board of
Directors and may authorize or empower other persons, members of the Board or other executives or senior executives of the
Company to represent him/her. 
 
3.   The Chief Executive Officer shall have the following duties under the Articles of Incorporation, as well as all other
duties, which shall be delegated to him/her upon resolution of the Board of Directors. He/She shall: 
 
a)   Submit to the Board of Directors of the Company the proposals and recommendations required for the attainment of the
Company's objects, as specified in the Strategic Plan and the Business Plan. 
 
b)   Make decisions on the conclusion of contracts of a value to be determined on each occasion by decision of the Board of
Directors. 
 
6.8 Deputy Chief Executive Officers 
 
1.   The Deputy Chief Executive Officers shall report to the Chief Executive Officer and shall be at the head of wider
business activities structured into Divisions and Business Units. Deputy Chief Executive Officers may be members of the
Board of Directors among those elected by the General Meeting of the shareholders of the Company. 
 
2.   The number and duties of the Deputy Chief Executive Officers shall be determined by the Board of Directors upon
recommendation of the Chief Executive Officer. 
 
3.   The Deputy Chief Executive Officers shall be selected through open competition, unless otherwise decided by the Board
of Directors in special cases. The Deputy Chief Executive Officers shall be appointed by decision of the Chairman of the
Board of Directors, upon the recommendation of the Chief Executive Officer. In the event that the positions of the Chairman
and of the Chief Executive Officer coincide to the same person, the decision for their appointment shall be made by the
Board of Directors. The Deputy Chief Executive Officers, in case they are also members of the Board of Directors elected by
the Shareholders' General Meeting, shall be appointed by decision of the Board of Directors and upon recommendation by the
Chief Executive Officer. Their term of office shall be for three years; their remuneration and other benefits shall be
decided by the Chief Executive Officer, who shall sign the relevant contract subject to article 17 of the Articles of
Incorporation. The contract shall refer among others to their evaluation as provided for by the Rules of Operation of the
Company. 
 
6.9 Management Contract and follow-up of its implementation 
 
1.   A Management Contract shall be entered into by and between the Company, represented by the Chairman and, in the event
that the positions of Chairman of the Board and Chief Executive Officer coincide, by a specially authorized member of the
Board of Directors designated by decision of the Board of Directors and the Chief Executive Officer. By virtue of the said
Contract, the goals which the Chief Executive Officer undertakes to achieve during his/her term of office shall be
specified within the framework of the Strategic Plan and the Business Plan. 
 
2.   The Management Contract shall in particular include: 
 
a)   The terms and rules for the achievement of the goals of the Business Plan and the procedure of follow-up of its
implementation. 
 
b)   The terms and conditions of its amendment, particularly in case of revision of the Business Plan. 
 
c)   Special occasions of material or moral reward to the Chief Executive Officer at the end of the financial year and/or
at the expiry of his/her term of office. This reward is given in such cases where the annual or overall goals of the
Business Plan have been achieved to a degree higher than the one provided for in the Management Contract thanks to his/her
special skills, initiatives and diligence. 
 
d)   The grounds for its termination. 
 
e) The indices of crucial  financial figures, which might include indicatively indices of product manufacturing cost or
provision of services, of productivity, of HR degree of development, of quality of manufactured products or of services
rendered. 
 
f)    The total amount allocated annually for personnel expenditures in relation to the other key financial figures of the
Company. 
 
3.   The Management Contract shall be terminated by the Board of Directors on the grounds stipulated therein, in the event
that there is a substantial deviation from the financial figures or from the deadlines set for the achievement of its goals
that cannot be sufficiently justified or for any other important reason. The Chief Executive Officer shall have no voting
right in the meeting for the adoption by the Board of Directors of the decision authorizing termination of the Management
Contract. Upon termination of the Management Contract, the Chief Executive Officer shall be ipso jure removed from office
and relieved from his/her capacity as member of the Board of Directors. As regards his/her substitution up until the
election of a new Chief Executive Officer by the General Meeting, the provisions of article 9, par. 4b. of the Articles of
Incorporation shall be applicable. 
 
6.10 Remuneration and Compensation of Members 
 
Any remuneration or compensation paid for any reason whatsoever to members of the Board of Directors shall be deemed to be
borne by the Company, only if the relevant amount pertaining to each Board Member is approved by special resolution of the
Ordinary Shareholders' General Meeting and is proportional to the time that the members of the Board of Directors devote to
either the meetings of the Board of Directors or any meetings of Committees except for the Board of Directors and in
general to the performance of their assigned duties, in accordance with the provisions of Codified Law 2190/1920 and Law
3016/2002 regarding corporate governance, as applicable. All remunerations and compensations of the non-executive Board
Members shall be stated in a separate category in the Appendix of the annual financial statements and the annual report of
the Company (remuneration report), which shall be also posted on the Company website. 
 
The study and submission for approval of proposals to the Board of Directors regarding the determination of any kind of
remunerations and compensations: a) of the Board Members and b) of the top executives of the Company, in this case in
cooperation with the Chief Executive Officer, are effected by the Remuneration Committee of the Company (R.C.) which
consists of three (3) non-executive Board Members, among which two (2) at least are independent. 
 
6.11 Chief Officers 
 
1.   The  Chief Officers shall be high-ranking executives of the Company at the head of independent sectors of the
Company's business activities. They shall report to the Chief Executive Officer or/and to the Deputy Executive Officers. In
case of absence of the Chief Officer, for any reason whatsoever, the temporary execution of his/her duties may be assigned
by the Chief Executive Officer to another Chief Officer. 
 
2.   The number and duties of the Chief Officers, as well as of the Divisions and Business Units shall be determined by the
Board of Directors upon recommendation of the Chief Executive Officer. The Chief Officers, who may or may not be employees
of the Company, shall be selected through open competition, unless otherwise decided by the Board of Directors in special
cases. The Chief Officers shall be appointed for a five-year term of office by the Chief Executive Officer upon the
recommendation of the competent Deputy Chief Executive Officer. 
 
3.   The Chief Officers shall conclude a special contract with the Chief Executive Officer, by which among others their
remuneration, any benefits and matters related to their evaluation shall be determined. More specifically, their evaluation
is regulated by the Rules of Operation of the Company. 
 
6.12 Executive Committee 
 
1.   An Executive Committee(EC) shall be formed within the Company. 
 
2.   The EC shall be composed of the Chief Executive Officer who acts as its Chairman, the Deputy Chief Executive Officers,
if any, and the  Chief Officers . 
 
The General Counsel of the Company may attend its meetings at the discretion of the Chief Executive Officer. 
 
3.   The EC shall operate in conformity with the decisions of the Board of Directors, ensuring the necessary collective
handling of administrative and operational issues of the Company, as well as the consistency in its operation. Within this
framework, the EC shall be responsible for important matters concerning inter alia the productivity, the performance of the
Company units, the organization and operation of activities of the Company, as well as the budget and the Strategic and the
Business Planning. 
 
Moreover, the EC shall decide on the conclusion of contracts concerning supplies, assignment of projects, provision of
services and generally any kind of financial contract up to an amount fixed as per case by the Board of Directors. It shall
also make decisions and settle any matter pertaining to the execution of said contracts. 
 
4.   The EC shall operate in accordance with its Rule of Operation, as approved by the Board of Directors upon
recommendation by the Chief Executive Officer. 
 
6.13 Board of Directors' Committees 
 
In compliance with the legislation in force in 2016 as well as in line with the best practices of corporate governance, an
Audit Committee as well as a Remunerations Committee have been set up. Each Committee is composed of members of the Board
of Directors of the Company. 
 
The Audit Committee consists of at least two (2) non-executive members and one independent non-executive member of the
Board of Directors, who shall have proven knowledge of accountancy and auditing. The members of the Audit Committee are
appointed by the General Meeting of the Shareholders and, without altering or restricting their obligations as members of
the Board of Directors, they undertake the obligations provided for by the law on corporate governance, including: 
 
-     the follow up of the financial information procedure, 
 
-     the follow up of the efficient operation of the internal audit system and of the risk management system, as well as
the follow up of the proper operation of the Internal Audit Department (IAD), 
 
-     the follow up of the process of compulsory audit of separate and consolidated financial statements, 
 
-     the review and follow up of issues related to the objectivity and independence of chartered auditors-accountants,
particularly with regard to other services they provide to the Company and its subsidiaries. 
 
-     the follow-up of the  execution of the Company's budget. 
 
The proposal of the Board of Directors to the General Meeting for the appointment of chartered auditors-accountants is
submitted following recommendation of the Audit Committee. The chartered auditors-accountants are obliged to report to the
Audit Committee any issue regarding the process and results of the compulsory audit, as well as to submit a separate report
on the weaknesses of the internal audit system, and in particular the weaknesses in the procedures concerning financial
information and the preparation of financial statements. 
 
On 31.12.2016 the Audit Committee consisted of Mr. P. Alexakis (Independent - Non Executive Member of the BoD), Mr. G.
Andriotis (Vice Chairman of the BoD - Independent - Non Executive Member of the BoD) and Mr. Ch. Papageorgiou (Independent
- Non Executive Member of the BoD). 
 
In 2016, the Audit Committee, within the framework of its competencies related to the monitoring of IAD's smooth operation,
met 8 times with executives of the said Department. The aim of these meetings was to brief the Audit Committee about the
findings and the results of the audits performed by the IAD, as well as issues regarding the operation of the IAD. In
addition, the Audit Committee met 3 times to discuss issues concerning the Finance Division. 
 
Mr. Alexakis participated in 9 meetings, Mr. Andriotis in 10 meetings and Mr. Papageorgiou in 11 meetings. 
 
The Remunerations Committee of the Company consists of three (3) non-executive members of the Board of Directors, out of
which two (2) at least are independent. They are responsible for the consideration and submission of proposals to the Board
of Directors on the determination of any remunerations and emoluments whatsoever: a) of the members of the Board of
Directors and b) of the managers of the Company, in this case with the collaboration of the Chief Executive Officer. 
 
On 31.12.2016 the Remunerations Committee consisted of Mr. Andriotis G. (Independent - Non Executive Member of the BoD) and
Mr. K. Mangos (Non Executive Member of the BoD) while the committee member  Mr. V. Hatziathanasiou who resigned on
23.12.2016 from its position as memver of the BoD was replaced in the committee by Mr. P. Alexakis (Independent - Non
Executive Member of the BoD) on 09.01.2017. Messrs K. Mangos and Mr. V. Hatziathanasiou were appointed on 14.07.2016 in
replacement of members Messrs P. Prammantiotis and  F. Tavris while Mr. G. Andriotis, was appointed for another term. 
 
The Remunerations Committee did not convene in 2016. 
 
The Company is subject to specific laws and regulations which apply to the wider public sector companies. As long as the
Hellenic Republic, as the main shareholder, holds 51% of its share capital, PPC shall continue to be considered as a Public
Sector Company in certain areas. Consequently, its business shall continue to be subject to the laws and provisions which
are applicable to the Greek Public Sector companies and shall affect specific procedures. 
 
By virtue of L.3833/2010, L.3845/2010, 4092/2012 and 4354/2015, the remunerations of the collective governing bodies and of
the members of the Board of Directors were reduced by 50% per meeting. In parallel, the remunerations of the executives may
in no case exceed the ceiling set forth by the said laws. 
 
By virue of L. 4354/2015 (article 28), since 01.01.2016, the remuneration of the Chairmen, Vice -Chairmen, Chief Executive
Officers and Members of the Board of Directors of the legal entities as defined by Chapter B' of L. 3429/2005, are exempted
from the above mentioned ceiling. 
 
In spite of that, the Chairman and Chief Executive Officer of the company, the Executive Member of the BoD as well as the
members of the BoD that are employees of the Company, receive salaries that do not exceed the ceiling established per month
(equal to the salary of the General Secretary of a Ministry) and in addition they receive a remuneration for their
participation in committees and in the meetings of the BoD. 
 
6.14 Board of Directors' Composition (Members) 
 
PPC S.A. BOARD OF DIRECTORS (31/12/2016) 
 
 PANAGIOTAKIS Emmanouil  Chairman of the BoD  & C.E.O. -Executive Member            As of07.04.2015   Until07.04.2018  
 ANDRIOTIS George        Vice Chairman of the BoDIndependent -Non Executive Member  As of11.07.2016   Until10.07.2019  
 Μembers                 
 STATHAKIS Lazaros       Executive Member                                           As of11.07.2016   Until10.07.2019  
 ALEXAKIS                Independent -Non Executive Member                          As of 18.12.2015  Until17.12.2018  
 Panagiotis                                                                                                            
 VATALISAris             Non Executive Member                                       As of 18.12.2015  Until17.12.2018  
 KARALEFTHERIS           Non Executive Member/ Representative of Employees          As of06.06.2016   Until05.06.2019  
 Pantelis                                                                                                              
 PAPAGEORGIOU Christos   Independent -Non Executive Member                          As of 11.07.2016  Until10.07.2019  
 MANGOS Kyriakos         Non Executive Member                                       As of 11.07.2016  Until10.07.2019  
 FOTOPOULOS              Non Executive Member/ Representative of Employees          As of06.06.2016   Until05.06.2019  
 Nikolaos                                                                                                              
                                                                                                                         
 
 
   On May 17 and 18, 2016  the elections for the employees' representatives to the Board of Directors, were held. Messrs. Karaleftheris P. and Fotopoulos N. were elected.  The BoD was formed into a body on June 8, 2016, with Messrs. Karaleftheris and         
   Fotopoulos as Non Executive Members, Representatives of Employees. On June 29, 2016 the term of office of the members of the Board of Directors Messrs. Andriotis G., Goutsos S., Papageorgiou C., Prammantiotis P., Tavris F. and Chatziathanasiou V. expired, 
   which were extended ipso jure, based on the Company's Articles of Incorporation until June 11, 2016 when the Annual Ordinary Shareholders' Meeting was held and completed, as continued from June 30, 2016 and at which Messrs. Andriotis G., Stathakis L.,     
   Papageorgiou C., Mangos K. and Chatziathanasiou V. were elected as Members of the BoD  for  a three year term, from 11.07.2016 until 10.07.2019 out of which Messrs. Andriotis G., Papageorgiou C. and Chatziathanasiou V. as Independent - Non Executive       
   Members. The BoD was formed into a body on July 14, 2016, and appointed Messrs. Andriotis G., Papageorgiou C., Mangos K. and Chatziathanasiou V. as Non Executive Members and its Member Stathakis L. as Executive Member.  On December 23, 2016 the member of  
   the Board of Directors Mr. Chatziathanasiou V., resigned. It is noted that on December 31, 2016 two of the positions/seats  of the independent members of the BoD were vacant. Those positions/seats  were filled with the election by the Board of Directors on 
   January 9, 2017 of Messrs. Vassilakis D. as Independent - Non Executive Member (in replacement of Mr. Chatziathanasiou V.) and Bitzas G. as Independent - Non Executive Member, representative of the Economic and Social Committee.   The total number of the  
   Board of Directors meetings in 2016 was 26. The participation frequency of each member at the BoD meetings is as follows:   S/N MEMBERS BoD Meetings 2016 1 PANAGIOTAKIS EMMANOUIL 26 2 ANDRIOTIS GEORGIOS 26 3 GOUTSOS STAVROS 10 4 ALEXAKIS PANAGIOTIS 21 5   
   VATALIS ARIS 26 6 KARALEFTHERIS PANTELIS 25 7 MANGOS KYRIAKOS 15 8 PAPAGEORGIOU CHRISTOS 26 9 PRAMMANTIOTIS PANAGIOTIS 11 10 STATHAKIS LAZAROS 15 11 TAVRIS FILIPPOS  11 12 FOTOPOULOS NIKOLAOS 24 13 CHATZIATHANASIOU VASILIOS 24                              
 
 
 S/N  MEMBERS                    BoD Meetings 2016  
 1    PANAGIOTAKIS EMMANOUIL     26                 
 2    ANDRIOTIS GEORGIOS         26                 
 3    GOUTSOS STAVROS            10                 
 4    ALEXAKIS PANAGIOTIS        21                 
 5    VATALIS ARIS               26                 
 6    KARALEFTHERIS PANTELIS     25                 
 7    MANGOS KYRIAKOS            15                 
 8    PAPAGEORGIOU CHRISTOS      26                 
 9    PRAMMANTIOTIS PANAGIOTIS   11                 
 10   STATHAKIS LAZAROS          15                 
 11   TAVRIS FILIPPOS            11                 
 12   FOTOPOULOS NIKOLAOS        24                 
 13   CHATZIATHANASIOU VASILIOS  24                 
 
 
CVs of the Board Members 
 
Emmanouil  M. Panagiotakis, Chairman & CEO 
 
Mr Emmanouil Panagiotakis is the Chairman and CEO of PPC S.A since April 2015. He has been working in the Corporation since
1974, while for the past 20 years he is an executive in the top management of the Organization. He is a
Mechanical-Electrical Engineer from NTUA since 1972 and holder of the Diploma in Management from Henley Management
College. 
 
He has worked as a self-employed professional on studies and constructions of electromechanical building installations. 
 
At the beginning of his career in PPC, he elaborated studies on transmission substations, as well as studies and
inspections on distribution centers. 
 
As an administrative executive in the Organization Department, he was responsible for all the studies referring to PPC's
organization and operation including the internal organizational structure of the departments, the transition to the new
Corporation's organization, in view of its transformation into a Société Anonyme and, within the framework of the
unbundling activities in 2001, the composition and organization of the Supply Division, the systems of financial and
administrative jurisdiction, the regulations governing works, supplies and services, as well as the institutional framework
of corporate governance. 
 
He has been member of the executives committee that executed the separation of the Distribution sector from PPC and
implemented HEDNO's basic organization and composition, as well as its operation systems. 
 
Also, he has been an Assistant Director and Director of the Organization Department, Director of the Distribution Planning
& Performance Department, Director of Distribution Human Resources, Director of Human Resources Training, Occupational
Health & Safety, Housing and General Services of HEDNO. 
 
From managerial positions, he has participated actively in all PPC's modernization and reorganization projects, among which
the "THALES" Agreement with Électricité de France (EDF). 
 
He participated as Member in the Board of Directors of the Organization of Mediation and Arbitration, where he planned
among others the systems for recruitment and selection by employers and syndicates, as well as for the remunerations of
Mediators-Arbitrators. 
 
He served as Member of the Social Security Council under the presidency of the General Secretary of the relevant Ministry,
as well as Member of the first Board of Directors of PPC Employees' Insurance Organization with active and substantial role
in the formation of the legal and institutional framework of its operation. 
 
Until the beginning of the 90's, he had intense political, social and unionist activity as member in the administration of
GENOP (PPC's workers union), in the Engineers' Association of PPC and in TEE (Technical Chamber of Greece) Representation.
He has been Secretary of the GSEE (Greek General Confederation of Labour) Social Policy and active member of the movement
for peace in Greece. 
 
He has elaborated multiple studies regarding energy issues, the operation and strategy of PPC and of Public sector bodies
in general, as well as the Electricity Market in Greece. 
 
He has organized many Conferences referring to issues such as human resources, Government Owned Organizations, Energy and
has participated in many others in Greece and abroad. 
 
He speaks English and French. 
 
He is married and has two children who are students in N.T.U.A.. 
 
Georgios Andriotis, Vice Chairman 
 
Civil Engineer, pensioner of Public Power Corporation (PPC), with 45 years of experience (1970-2015) in design,
supervision, construction contract management and coordination of the implementation of Large and Small Hydropower
projects, as well as in providing Consulting and Engineering Services for large hydraulic projects. Furthermore, he has 6
years of experience (1986-1992) in PPC administration operations, as elected member of the Representative Assembly of
Social Audit. He was a member of the Energy Committee (2008-2011) of the Technical Chamber of Greece (TEE) representing TEE
at evaluation committees for PPC's large projects tendering procedures. 
 
He was born in Lesvos in 1944. He holds a diploma in Civil Engineering from Thessaloniki University (1962-1967). Self
employed hydraulic engineering (1970-1974), specialized in hydraulic project designs. 
 
Public Power Corporation employee from 1974 to 1997 (Hydro Projects Development Department), with experience in designing
and construction of hydroelectric projects (Assomata and Giona HPP). As Head of the Small Hydro Section (1990-1997) he was
responsible for the coordination 

- More to follow, for following part double click  ID:nRSG9898Be