GREEK LAW DIGEST

194 the Majority Shareholder. More specifically. a) Vis a vis the Company: One or more shareholders may request by the filing of a civil lawsuit, the repurchase of their shares by the Company in the following cases: i) the GMS decides to transfer the siege social of the Company to another country; or ii) the GMS decides to introduce limitation in the transfer of the shares or a change of the objects of the Company or iii) in all cases provided for in the Articles of Association (on condition that the Articles of Association also provide for a relevant deadline for the filing of the civil law suit). A general condition in all above cases, is that it is detrimental to the share- holder to remain in the Company as Shareholder. The civil law suitmust be filedwithin three (3) months from the day the relevant amendment in the Articles of Association takes place. b) Vis a vis theMajority Shareholder; If a shareholder acquired after the incorporation of the Company and still owes at least ninety five percent (95%) of the share capital of the Company, one or more of the remaining shareholders may request through a civil lawsuit the purchase of their participation by this shareholder. The competent court for the hearing of this lawsuit is the Multi-Member Court of First Instance of the registered seat of the Company. The law suit must be filed within a deadline of five (5) years from the time when the shareholder’s participation reached the above percentage, Could the Articles of Association provide for additional rights? Of course the Articles of Association can provide for additional rights as well as the procedure to be followed for their exercise, unless the lawprovides differently. There could be for example a right to information, a veto right, a right to appoint a member in the Board of Directors etc. Can the Shareholders sign separate agreements (outside of the Articles of Association) defining their relations? Based on the freedom of contractual relations, provided as a basic rule of Greek civil law (CC361) the Shareholders are free to sign any agreement between them (signing parties) in relation to their Shares and the Company and define their relationship. It is very common the shareholders to enter into a“Shareholders Agreement”to regulate subjects, like compo- sition of the Board of Directors, first refusal rights etc. Can the Shareholders Agreement have clauses contrary to the Articles of Association? And are they valid? Yes, to the extent the relevant clauses do not reflect provisions of the law of public order. The parties are free to define their own rules as per freedom of contracts between parties 16 . The shareholders agreement however binds the parties for their relation but does not supersede the Articles of Association vis a vis third parties. As an example if the majority Shareholder violates its obligation to elect a number of Directors designated by the minority, he/she/it is in default and is liable to penalty or indemnity but still the election of the board is valid. What is the difference between a clause in the Shareholders Agreement and the Articles of Association? The Articles of Association is the document that regulates the operation of the Company and defines its modus operandi. Its clauses are binding for third parties as well. The 16. Article 361 of Greek Civil Code