Ρ ENERGY 1 ENERGY SOCIÉTÉ ANONYME
(hereinafter referred to as the “Company” or the “Issuer”)
Invitation to the Bondholders of the Common Bond Loan
(hereinafter referred to as the “CBL”), issued by the Company pursuant to the Issuance Program dated 24.11.2021 of a Common Bond Loan of up to €4,500,000 and Representative Appointment Agreement of the Bondholders (hereinafter referred to as the “CIO Program”)
In accordance with the terms of the CBL, the representative of the bondholders SOLIDUS SECURITIES S.A. invites the bondholders to a Bondholders’ Meeting, on Tuesday, 16.01.2024, at 11:00, which will be held remotely in real time via teleconference, in accordance with the provisions of article 125 par. 1 of Law 4548/2018. The agenda for discussion is as follows:
Unique subject: Information by the issuing company on the progress of the business plan for which the bond loan was established and the activities during the second year from the establishment of the bond loan.
In case the quorum provided for in the CBL Program is not reached, the Bondholders are invited to a repetitive Bondholders’ Meeting, which will also be held in the same way, i.e., remotely in real time via teleconference, on Thursday, 18.01.2024, at 11:00, to discuss the sole item on the agenda without the publication of a new invitation.
A. Quorum and majority required
According to the terms of the CBL Program, the Bondholders’ Meeting has a quorum if one or more Bondholders are present whose participation in the total outstanding nominal value of the Bonds equals or exceeds 50% of the total outstanding capital of the CBL. In the event of a repetitive Meeting, the Bondholders’ Meeting has a quorum if Bondholders whose participation in the total outstanding nominal value of the Bonds equals or exceeds 20% of the total outstanding capital of the CBL are present.
B. Right to participate in the Bondholders’ Meeting
Bondholders have the right to participate in both the Bondholders’ Meeting of 16.01.2024 and any repetitive Meeting of the Bondholders on 18.01.2024. Those eligible to participate are those listed as holders of Bonds in the records of the Dematerialized Securities System (DSS) managed by the company “Hellenic Central Securities Depository Societe Anonyme” (ELKAT) on the fifth working day prior to the meeting day
of the initial Bondholders’ Meeting, i.e., 9.01.2024 (Record Date), without requiring the commitment of their Bonds.
Bondholder status proof is made by ELKAT, by any legal means and, in any case, based on information received by the issuer up to the commencement of the Bondholders’ Meeting.
Bondholders may participate in the Meeting in person or through a proxy— by completing and signing the relevant authorization form, which is available on Solidus securities’ website (see below in section C).
For the participation of each Bondholder in the Bondholders’ Meeting, any legalization and representation documents (as well as any authorizations to participate in the Bondholders’ Meeting through a proxy or to revoke it, as mentioned in section C) should be submitted to the offices of the issuing company “P ENERGY 1 SOCIETE ANONYME” at 47, Agiou Konstantinou Street, Maroussi 15124, attn. Mrs. Bilalaki tel. 2108081241, email: ir@r-energy.gr or sent via email to the above email address, no later than forty-eight (48) hours before the scheduled date for the meeting of the Bondholders’ Meeting, i.e., by 14.01.2023 at 11:00. The above applies accordingly in the case of a repetitive Meeting.
C. Proxy participation procedure
Each Bondholder who is entitled to participate according to the above may do so either in person or through a proxy.
Each bondholder may appoint up to one (1) representative. However, if the bondholder holds Bonds which appear in more than one securities account, this restriction does not prevent the Bondholder from appointing different proxies for Bonds appearing in each securities account in relation to the Meeting of Bondholders.
The representative of a Bondholder is obliged to disclose to the issuer before the commencement of the Bondholders’ Meeting any specific fact, which may be useful to the Bondholders in assessing the risk that the representative will serve interests other than those of the represented Bondholder. A bondholder may not be represented at the Bondholders’ Meeting by a person who has any of the qualities referred to in para. 2 of article 99 of Law 4548/2018 in relation to the Company.
The withdrawal of a proxy to participate in the Bondholders’ Meeting shall be made in writing to the issuer.
The form, which is used by the Bondholders for the appointment of a proxy to the Bondholders’ Meeting (the “Proxy Appointment Form“) is available at the following link: Proxy Appointment Form and in paper form at the offices of the issuing company in Maroussi, at 47, Agiou Konstantinou Street.
Especially for the participation of a Bondholder through a proxy in the Bondholders’ Meeting of 16.01.2023 or its repetition, remotely in real time via teleconference, each Bondholder may appoint up to one (1) representative. The Representative Appointment Form, completed and signed with a certificate of authentic signature from a public administrative authority or KEP or with a digital certificate of a document from the gov.gr platform or digitally signed using a recognized digital signature (qualified certificate) by the Bondholder (or its legal representative, in the case of a legal entity), as well as any notification for the revocation of the representative, should be submitted to the issuer “P ENERGY 1 SOCIETE ANONYME” at the address 47, Agiou Konstantinou Street, Maroussi 15124, or via email to ir@r-energy.gr, no later than forty-eight (48) hours before the Bondholders’ Meeting, i.e., until 11:00 on 14.01.2023, and in case of a repetitive Meeting until 11:00 on 16.01.2022.
Bondholders are requested to ensure confirmation of the successful submition of the Representative Appointment Form (or revocation of a representative) by calling 2108081241.
D. Real-time remote participation process via video conferencing
In order for Bondholders to participate in the Bondholders’ Meeting remotely and in real time via teleconference, registration in the teleconference application is required. Bondholders will be able to participate in the Bondholders’ Meeting via teleconference in real time via a link that will be sent to them via email.
Access to the web platform requires a computer or mobile phone of smartphone or tablet type, with an installed web browser application and internet access. To create the Bondholder’s account on the online platform, a valid e-mail address is required.
On the date of the Meeting, to participate in it, Bondholders must log in in time through the Online Platform, at least fifteen minutes (15 minutes) before the commencement of the Meeting announced in the Invitation and declare the number of voting rights with which they will participate in the Meeting.
The Bondholders who will participate in the Bondholders’ Meeting via teleconference in real time, are taken into account for the formation of the quorum and the majority and will be able to effectively exercise their rights during the Meeting and in particular will have the opportunity to:
- monitor the conduct of the Bondholders’ Meeting,
- take the floor and address the Bondholders’ Meeting orally,
Bondholders may contact the Company’s Investor Relations Department for any questions and information at ir@r-energy.gr or at (+30) 210 8081241, daily during working days and hours.
Additionally, from the publication of this document until the end of the Bondholders’ Meeting, there will be a help desk providing information and support to the Bondholders at +30 210 6900645 or via e-mail at bonds@solidus.gr.
Athens, 15.12.2023
The bondholders’ representative
