MAR Obligation Disclosures Framework
Obligation of Shareholders and Other Liable Persons to inform the Company and the Capital Market Commission in accordance with Law 3556/2007
HELLENiQ ENERGY Holdings S.A., with a purpose of facilitating and informing its Shareholders and investors about the disclosure obligations established by the provisions of articles 9,10 and 11 of Law 3556/2007 and the statutory decision 1/434/3.7.2007 of the Capital Market Commission Board of Directors, and the anticipated penalties arising from any breach thereof.
More specifically, in accordance with Law 3556/2007, it is the personal obligation of each shareholder of a company whose shares are listed on a regulated market, acquiring or distributing voting shares or whose voting rights change subject to a corporate act, and of any person, shareholder or otherwise, entitled to acquire, distribute or exercise voting rights and, as a result of such acquisition, distribution or exercise thereof, the percentage of voting rights held or exercised is equal, greater or less than 5%, 10%, 15%, 20%, 25%, 1/3, 50% and 2/3 of all voting rights in the company or, where the voting rights represent a percentage greater than 10% and changes by 3% or more of the total voting rights in the company, to notify the company and the Capital Market Commission as soon as possible and in any case within three (3) dealing days at the latest, whichever follows the date on which such shareholder was informed or should be informed about such acquisition or distribution or exercise of voting rights. To calculate the aforementioned limits, the voting rights acquired or distributed by a shareholder are aggregated with the voting rights which such shareholder is entitled to acquire, distribute or exercise as per above.
In accordance with article 14(5) of Law 3556/2007, for the calculation of the aforementioned limits by liable persons, the company has published the total number of voting rights and its share capital by means of decision Ref.No. 44305/1.11.2007.
For the purpose of best monitoring of dealing days, the Capital Market Commission has published on its website (http://www.hcmc.gr/) the dealing day calendars of the regulated markets operating in Greece. To the extent that the aforementioned information may be privileged, liable persons must demonstrate due care in the follow up of orders placed for the performance of transactions and take the necessary measures, so that they are informed about the execution of such transactions or otherwise, and proceed to the disclosure thereof.
Disclosure includes the following information:
- The percentage of voting rights held as a result of acquisition or distribution.
- The chain of controlled undertakings through which the voting rights are actually held, if applicable.
- The date on which the percentage of voting rights was equal to, greater or less than the aforementioned limits.
- The shareholder’s identity, even if the same is not entitled to exercise voting rights, as well as the identity of the person that is entitled to exercise voting rights on account of such shareholder.
The aforementioned disclosure shall be made to our company and to the Capital Market Commission, by submitting the disclosure form TR1 posted on our site, legally signed by the liable person or any other person legally authorised and, where the liable person is a legal person, by their legal representative. The form is accompanied by an annex, which must be filled in by liable persons with personal details and submitted only to the Capital Market Commission. Liable persons must correctly fill in the disclosure form and accompanying annex, and shall be liable for any errors or omissions.
The TR1 disclosure form may be submitted to:
a) The company’s Head Office, 8A Chimarras str.,151 25, Marousi - Shareholders Service Dpt (tel. +30 210 6302978-982) on business days and hours or by fax at +30 210 6302986-987, or by email to [email protected]. Liable persons must see that the documents are successfully sent and received by the competent Shareholders Service Department of the company.
b) The central registry of the Capital Market Commission, 1 Kolokotroni & Stadiou str.,105 62, Athens, to the attention of the Public Subscription and Listed Companies Regulation Division, with the indication "disclosure of important changes to voting rights in accordance with Law 3356/2007". Submission can also be made by fax at 210 3377243. Liable persons must see that the documents are successfully sent and received by the competent registry service of the Capital Market Commission.
In case of breach of the aforementioned obligations,article 26 of Law 3556/2007 provides a potential reprimand or penalty up to €1,000,000 by the Capital Market Commission.
For more details about the aforementioned information, shareholders can visit our site where Law 3556/2007, the decision of the Capital Market Commission BoD No. 1/434/3.7.2007, the relevant interpretation circular No. 33 of the Capital Market Commission and the important transactions disclosure form TR1 together with the accompanying annex have been posted.