Appointment

• The members and Chairman of the Board of Directors are appointed by the Shareholders’ Meeting.
• The Directors can not be appointed for a period of more than three financial years; their terms in office expire on the date of the Shareholders’ Meeting convened for the approval of the financial statements relative to the last year of their term. They may be re-elected.
• Directors may be revoked by the Shareholders’ Meeting at any time, without prejudice to their right to compensation for damages if they are revoked without just cause.
• The appointment of Directors is implemented by means of lists presented by shareholders (the so-called list voting).Shareholders retain the right to present lists of candidates when – either alone or together with others – they represent at least 1% of the shares with voting rights in the ordinary Shareholders’ Meeting. Each shareholder may present (or contribute towards presenting) as well as vote for a single list.
• The lists must specify the candidates possessing the independence pre-requisites.
• The lists must be filed within the registered office at least ten days before the date of the first call of the Shareholders’ Meeting. The Company communicates the filed lists to the market management company and publishes them on its website.
• During the Shareholders’ Meeting and following the implementation of the voting formalities, the appointment is implemented by drawing seven tenths of the Directors - in the progressive order in which they are listed - from the list which obtained a majority of votes; the remaining are drawn from other lists which are not connected in any manner, even indirectly, with the shareholders that presented or voted for the list which was first in number of votes.
• The By-laws provide for a procedure supplementing the one described above which ensures, in any case, the presence of the established  minimum number of independent Directors of  the Board.
• The list voting procedure only applies in the case of renewal of the entire Board of Directors.In the case of appointment of Directors which were not elected with this method, for any reason, the Shareholders’ Meeting deliberates with legal majorities so as to ensure, in any case, that the composition of the Board is compliant  with the law and the By-laws.

In accordance with Article 6, paragraph 2, letter d) of the By-laws, the Ministry of the Economy and Finances – in agreement with the Minister of Economic Development – may also appoint a Director without voting rights.The Ministers did not avail themselves of  this right.