<Rules for the appointment and substitution of Directors and for the amendment of the Articles of Association, which depart from the provisions of Codified Law 2190/1920
The Company’s Articles of Association (article 25), within the powers granted under Codified Law 2190/1920, as in force following the enactment of Law 3604/2007, provide the following regarding the appointment and substitution of its Directors:
a. The Board of Directors may elect Directors to replace any Directors who have resigned, passed away or lost their status in any other way, provided that it is not possible to replace said Directors with substitute Directors elected by the General Meeting. The above election by the Board of Directors is effected by a decision of the remaining Directors if these are at least seven (7) and is valid for the remaining term of office of the Director being substituted.
b. The remaining Directors may continue to manage and represent the Company even if the missing Directors are not replaced as per the previous paragraph, provided that they are more than half the number of Directors prior to the occurrence of the above events.
c. In any case, the remaining Directors, irrespective of their number, may convoke the General Meeting for the sole purpose of electing a new Board of Directors.
The provisions of the Company’s Articles of Association regarding the amendment of their own provisions do not depart from the provisions of Codified Law 2190/1920.