Investor

SHAREHOLDERS’ OBLIGATIONS UNDER LAW 3556/2007

SHAREHOLDERS’ AND OTHER LIABLE PARTIES’ OBLIGATION TO NOTIFY THE COMPANY AND THE HELLENIC CAPITAL MARKET COMMISSION (HCMC) PURSUANT TO LAW 3556/2007

Astir Palace Vouliagmenis SA, a company listed on a regulated market, draws its shareholders’ and investors’ attention to the notification obligations set out in the provisions of law 3556/2007, the HCMC Decision 1/434/3-7-2007 and the HCMC Circular 33/3-7-2007, as well as to the sanctions provided for in the event of breach thereof.

 

As of 30 June 2007, when law 3556/2007 was put into effect, the provisions of Presidential Decree 51/1992, applicable until that time, were rescinded and investors’ notification obligations regarding major holdings of theirs are currently regulated by the provisions of articles 9-14 of the Law, articles 4-10 of the Decision and paragraph 1 of the Circular, as above.

 

Specifically, under the said legal framework,

  • each shareholder of the Company, acquiring or disposing of shares with voting rights, or becoming shareholder for the first time, pursuant to article 9 of the Law,
  • each individual or legal entity, whether shareholder or not, entitled to acquire, dispose of or exercise voting rights, pursuant to article 10, par. i – ix of the Law, and
  • each individual or legal entity, acquiring or disposing of financial instruments, whether directly or indirectly through a third party, pursuant to article 11 of the Law,

whose percentage of held or exercised voting rights resulting from such acquisition or disposal or exercise thereof, reaches, crosses or falls below the thresholds of 5%, 10%, 15%, 20%, 25%, 1/3, 50% and 2/3 of the Company’s total voting rights or
who holds a percentage of voting rights (pursuant to the aforementioned articles 9, 10 and 11), greater than 10%, in the event of any change equal to or greater than 3% of the Company’s total voting rights,

is personally obliged (with the exceptions and exemptions provided for in articles 12 and 13 of the Law respectively) to concurrently notify accordingly the Company and the HCMC, as soon as possible and in any event within three (3) trading days at the latest (according to the trading calendar, as set out by any regulated market situated or operating in Greece), the first day being the one following the date on which the liable party was or ought to be advised on the acquisition or disposal of voting rights or capability to exercise such rights, or was informed of corporate events altering the allocation of voting rights.

 

For the purpose of calculating the said thresholds, the Company has already disclosed the amount of its share capital and the total number of voting rights through an announcement dated 24 September 2007, available on the Company’s site as well as on the website of the Athens Exchange (www.ase.gr).

The notification should include the following information:

  • the percentage of voting rights held as a result of acquisition or disposal,
  • the chain of controlled undertakings through which the voting rights are effectively held, as the case may be,
  • the date on which the percentage of voting rights reached, crossed or fell below the above thresholds, and
  • the identity of the shareholder, even if this person is not entitled to exercise any voting rights, pursuant to the provisions of article 10, as well as the identity of the person entitled to exercise voting rights for the account of the shareholder.

The notification is effected through concurrent submission of the TR1 notification form (available via the Company’s and the HCMC’s websites), duly signed by the liable party itself or another duly authorized person, and in the event that the liable party is a legal entity by its legal representative, accompanied by the entity’s legalization documents, which shall be effective until revoked. The form is accompanied by an Annex to be completed by the liable parties with their particulars and is submitted only to the HCMC. It is recommended that the liable person’s father’s name be also supplied in the Annex.

 

The proper completion of the notification form constitutes an obligation of the liable parties, who are responsible for any mistake or omission whatsoever.

The TR1 notification form shall be submitted to:

  • our Company’s headquarters, Apollonos 40, 16671 Vouliagmeni – Investor Relations, Mrs. Anastasia Soulia (tel.: +30 210-8901656), during business days and hours or by fax at +30 210-8901767 or e-mail at investor_relations@astir.gr. The liable party should ensure successful dispatch of the form and its receipt by the relevant Company’s department as above,
  • and the central registrar office of the Hellenic Capital Market Commission, Kolokotroni 1 & Stadiou, 105 62 Athens, addressed to the Department of Public Offerings & Supervision of Listed Companies, Section for Supervision and Monitoring of Listed Companies, with the heading “Notification of significant changes in voting rights according to law 3556/2007”. The notification may also be submitted by fax at +30 210-3377243, accompanied by a cover page including the sender’s particulars, signature, communication phone number and the number of pages sent. Lastly, the liable party should ensure successful dispatch of the documents and their receipt by the relevant department.

 

In case of breach of the above obligations, the HCMC, which supervises notification obligations, may address a reprimand or impose a fine of up to €1,000,000, pursuant to article 26 of law 3556/2007. Law 3556/2007, Decision 1/434/3-7-2007, interpretative Circular 33/3-7-2007, form TR1 for the notification of significant changes, Notification form TR2 (to be submitted by market makers) and the Trading Calendar for 2007 are available via the HCMC website (www.cmc.gov.gr).

 

For our shareholders’ convenience and further information, the aforementioned legal framework and related documents can be obtained via the links below: