BRIEFING ON THE PROCEDURE of Disclosure OF REGULATED INFORMATION TO THE COMPANY BY OBLIGORS Pursuant to Law 3556/2007
By virtue of this briefing, Intercontinental International REIC aims to inform and facilitate its shareholders with regard to their obligations related to the disclosure of significant holding and voting rights on securities, deriving from Articles as 9,10, 11 and 14 of Law 3556/2007 as well as on the Decisions Nos. 1/434/3.7.2007 and 12/754/14.4.2016 of the Board of Directors of the Hellenic Capital Markets Commission and Circular No. 33 of same Commission.
In accordance with Article 9 of Law 3556/2007, a shareholder who acquires or disposes of shares with voting rights and who, due to that acquisition or disposal of voting rights, reaches, exceeds or drops below a threshold of 5%, 10%, 15%, 20%, 25%, 1/3, 50%, or 2/3, is obliged to inform the issuer with regard to the voting rights he/she holds as a result of such acquisition or disposal.
A shareholder in possession of a percentage which exceeds 10%, is also obliged to proceed to such disclosure in any case there is a change in the percentage of the voting rights they hold, which is equal or exceeds 3%.
In accordance with Article 10 of said law, Commission, the obligation for disclosure applies for every person who acquires, disposes of or exercises voting rights such as:
- voting rights held by a third party with whom said obligor has entered into an agreement by virtue of which said obligor has undertaken an obligation to adopt a concerted exercise of the voting rights they hold or a common policy as to the administration of the company,
- voting rights held by a third party by virtue of an agreement with the aforesaid obligor which provides for a transfer of the voting rights for a consideration,
- voting rights vested in shares which has been delivered in pledge to the aforesaid obligor, provided that said obligor controls the voting rights and declares his/her intention to exercise them.
- voting rights vested in shares whose the obligor is the lifetime usufructuary,
- Voting rights vested in shares deposited with the obligor and which the obligor is entitled to exercise in his/her discretion, provided that there are no special instructions by the shareholders,
- voting rights held by a third party in its own name but on behalf of the obligor,
- voting rights which the obligor wishes to exercise as a proxy, provided that he/she is entitled to exercise such voting rights in his/her discretion in his/her discretion, provided that there are no special instructions by the shareholders ,
- in case of a management company, voting rights held, acquired or disposed of by a mutual fund managed by said company.
A condition for the disclosure obligation is the discretion to exercise the voting rights without restrictions regardless of the actual possession of the shares where such rights are vested.
In accordance with Article 11 of Law 3556/2007, the disclosure obligation provided in Article 9 also applies to obligors who acquire or dispose of, directly or indirectly through a third party financial instruments.
With regard to the Company and pursuant to Articles 9, 10 and 11 of the law, in case they acquire or dispose of voting rights of the Company, obligors are required to disclose a significant change in their holding of voting rights in the Company not only to the Company but also to the Capital Markets Commission as soon as possible and in any event within three (3) trading days as of the date said disclosure obligation was created.
The disclosure to Intercontinental International REIC is carried out by way of a submission of a pertinent disclosure form, duly signed, as follows:
- The disclosure form sent by obligors to the Company is the same as the one submitted to the Hellenic Capital Markets Commission.
- The form must be sent by registered mail to the Investor Relations Department, c/o Mr. Phoebos Vomvas, Flisvos Marina, Building 4, Zip Code 17561 Paleo Faliro.
- The form must be sent immediately by the obligor during working days (Monday to Friday) between 09:00 and 17:00 hours by fax to the Investor Relations Department +30 216-7000554 or by email to firstname.lastname@example.org, and its receipt is confirmed by phone by calling +30 216-7000555.
Note that the competent authority for supervising the obligation to disclose said information is the Hellenic Capital Markets Commission and the disclosure form can be found on its website. (www.cmc.gov.gr)
The form is submitted, duly signed, to the central protocol office of the Hellenic Capital Markets Commission (1 Koloktroni Str. and Stadiou Avenue, Athens, Zip Code 105 62, c/o Listed Companies Directorate, Division of Ongoing Information, indicated “Disclosure of Significant Changes in Voting Rights pursuant to Law 3356/2007, as in force”. The submission of the duly signed form is carried out also by a facsimile to 210-33.77.243 or an e-mail to: email@example.com. In any event the form must by duly filled in and be accompanied by a transmission paper, which should at least include the name of the sender, his signature, telephone and number of pages following.
Please note that in accordance with Article 26 of said law, in case of breach of the provisions of the law and the decisions issued by way of authority of said law, the Hellenic Capital Markets Commission is entitled to address a reproach or impose a fine of up to 1,000,000 Euros. The factors taken into account for the calculation of the fine are mentioned in the same article.
Disclosure obligations pursuant to Articles 9-16 of Law 3556/2007.