GREEK LAW DIGEST

191 Dryllerakis & Associates Law Firm Do minority shareholders have specific rights as per Law 4548/2018? Yes. Apart from the rights that each share grants to the shareholders (for example, right to participate in the General Meetings of the Shareholders (GMS), voting right, right to re- ceive dividends, right to participate in any increase of the share capital), specific rights are granted by law to minority shareholders provided that they hold a certain percentage of the Share Capital of the Company i.e. 1/20, 1/10, 1/5, 1/3). The higher the shareholding, the stronger the right provided for it. Τhere are also a few rights that can be exercised by a shareholder holding even one share, albeit limited. The goal of the minority rights is to put a barrier to the authority of the majority shareholders, who elect the Board of Directors, thus having full control over the Company. It is a counter-balance against the dominance of the majority shareholder(s). The tendency is to grant more rights and lower the thresh- olds (the latest law 4548/2018 has followed to that respect previous laws 3604/2007 and 3884/2010). The Articles of Association of the Company may increase the protection of the minority shareholders by decreasing the required percentage (see below). What kind of rights do they have? Minority rights have to do mainly with procedural matters of the General Meeting of the Shareholders, information request, some veto rights and to some extent audit over the Company. These rights reflect mainly the control on a high level of the management of the Company, without interfering in the day to daymanagement and the decisionmaking proc- ess which is in the hands of the Board of Directors elected by the majority shareholder(s). Are there different types of thresholds for minority shareholders? Yes. There is a variation of thresholds i.e. one share, 1/20, 1/10, 1/5, 1/3. The higher the per- centage the more significant these rights are. What are the rights of shareholder(s) that have at least 1/20? Shareholding of at least 1/20 of the share capital confers to the shareholders the following rights: a) right to request a convocation of an Extraordinary General Meeting of the Share- holders. The Board of Directors has the obligation to convoke the said Extraordinary General Meeting of Shareholders at the date requested by the Shareholder provided that this date is not longer than 45 days from the date of the Meeting) 1 ; b) right to supplement the agenda of the General Meeting of the Shareholders that has already been convoked, provided that 1. Article 141 par. 1 of L.4548/2018 SOCIETE ANONYME - COMPANY LIMITED BY SHARES: MINORITY SHAREHOLDERS RIGHTS, SHAREHOLDERS AGREEMENTS Emmanuel J. Dryllerakis, Attorney at Law Senior Partner at Dryllerakis & Associates Law Firm