CORPORATE GOVERNANCE

IDEAL HOLDINGS S.A. (the Company), in order to inform and facilitate its shareholders, provides hereby information regarding the obligation and the procedure for notification of significant changes in holdings, in accordance with the provisions of Law 3556/2007 (the Law), the provisions of the Hellenic Capital Market Commission (HCMC) Board of Directors decision no. 1/434/3.7.2007 (the Decision) and the relevant clarifications of the HCMC Circular no. 33 (the Circular).
OBLIGORS – NOTIFICATION OF SIGNIFICANT CHANGES IN HOLDINGS OR VOTING RIGHTS (ARTICLES 9, 10 AN 11 OF THE LAW):

Obligors (natural or legal entities) for the notification of significant changes in holdings, in accordance with articles 9, 10 and 11 of the Law are the following:

(a) every shareholder of the Company, the shares of which is publicly traded, who acquires or disposes of shares with voting rights and due to this acquisition or disposal, the percentage of voting rights held reaches, exceeds or falls below the thresholds of 5%, 10%, 15%, 20%, 25%, 1/3, 50% and 2/3, or, who holds a voting rights percentage greater than 10% and the transaction marks a change equal to or greater than 3% of the total voting rights of the issuing (listed) company,

(b) every person (shareholder or not) who has the right to acquire, dispose or exercise voting rights in the Company and due to this acquisition, disposal or exercise, the voting rights percentage held reaches, exceeds or falls below the thresholds of 5%, 10%, 15%, 20%, 25%, 1/3, 50% and 2/3, or, who holds a voting rights percentage greater than 10% and the transaction marks a change equal to or greater than 3% of the total voting rights of the issuer,

(c) every person who acquires or disposes financial instruments, directly or indirectly through a third party, under the provisions of paragraph 1 of article 11 of the Law.
PROCEDURE AND TIME FOR THE SUBMISSION OF THE NOTIFICATION – COMPETENT AUTHORITIES:

1. The above mentioned obligors for notification, in accordance with articles 9, 10 and 11 of the Law, must notify any significant change of their holding in the voting rights of the Company, simultaneously to the Company and the Hellenic Capital Market Commission as soon as possible and in any case within three (3) trading days at, the latest, the first day being the day following the date on which the obligor:

a) is informed of the acquisition of or the disposal of voting rights or of the possibility to exercise voting rights, or

b) taking into account the circumstances each time, the obligor should have been informed of the acquisition or the disposal or the possibility to exercise the voting rights, irrespective of the date on which the actual acquisition or disposal actually took place or the possibility to exercise the voting rights occurred, or

c) is informed of an event mentioned in article 9 paragraph 3 of the Law.

The Hellenic Capital Market Commission publishes on its website (www.cmc.gov.gr) the trading calendar of regulated markets that are located or operate in Greece.

To the extent that the above information may be considered as privileged, the obligors must act with the required diligence in monitoring the orders given for the execution of the transactions and they must take the necessary measures, in order to be informed in due time of their execution or not and to proceed accordingly with their notification.

2. In accordance with article 14 of the Law, the notification to the Company and to the Hellenic Capital Market Commission should include the following information:

a) the percentage of voting rights held pursuant to the acquisition or the disposal,

b) the chain of the controlled companies through which the voting rights are essentially held, as the case may be,

c) the date on which the percentage of the voting rights reached, exceeded or went below the above mentioned thresholds, and

d) the identity of the shareholder, even if such shareholder does not have the right to exercise the voting rights in accordance with article 10 of the Law, as well as the identity of the person who is entitled to exercise the voting rights on behalf of the said shareholder.

The simultaneous notification to the Company and to the Hellenic Capital Market Commission is made through the submission to both the Company and the HCMC of the respective Notification Form, a sample of which is posted on the Hellenic Capital Market Commission website (www.cmc.gov.gr) both in English and in Greek. The Annex attached to the sample, is to be filled in by the obligors with their personal details and to be submitted only to the Hellenic Capital Market Commission. When filling in the Annex, it is recommended that, in addition to what is already mentioned there, the obligor mentions his/her father’s name. It is noted that the obligor is liable for the accuracy of the notification and for any mistakes or omissionstherein.
Furthermore, it is noted that the notification form must be submitted to the Company and to the Hellenic Capital Market Commission dully executed (signed). The notification form is dully signed when bearing the signature of the obligor or of any other legally authorized person. If the obligor is a legal entity, the notification form is signed by its legal representative. In any case, along with the notification form the respective authorization documents must also be submitted to the Company and to the Hellenic Capital Market Commission. Such documents remain in force until they are revoked.

The dully signed Notification Form is submitted:

a) to the Company, at its offices (25, Kreontos str., Athens, Greece) for the attention of the Investor Relations Department (telephone number + 30 210 5193900 ), during working days and hours, bearing the note “Notification of significant change in voting rights in accordance with Law 3556/2007”. In order to facilitate the shareholders, the notification form can be sent by fax at the number + 30 210 5193910 , with an attached cover page which shall include the sender’ s personal details, his/her signature, a contact number and the number of the pages sent.

b) to the Hellenic Capital Market Commission, at its central protocol service (1, Kolokotroni and Stadiou Street, post code 105 62, Athens, Greece), addressed to the Department of Public Offers and Supervision of Listed Companies, bearing the note “Notification of Significant Change in voting rights in accordance with Law 3556/2007”. The submission can be also made by sending a fax at the number +30 210 3377243 . In such a case, the notification form must be attached to a cover page including the sender’ s personal details, his/her signature, a contact number and the number of the pages sent. The obligor is responsible for the successful transmission of the documents and their delivery to the competent protocol service.

In any case, the competent authority for the supervision of the notification obligation is the Hellenic Capital Market Commission.
SANCTIONS:

It is noted that, according to article 26 of the Law, in the event that the provisions of the Law and the decisions issued thereupon are violated, the Hellenic Capital Market Commission can either address a reproach or impose a fine up to euro 1,000,000.
For further information, the Company’s shareholders may contact the Company during working days and hours at telephone number + 30 210 5193900 or they may visit the Hellenic Capital Market Commission’s website (www.cmc.gov.gr) where the Law, the Decision and the Circular are posted.

Read and download the form in English. [PDF]