INTRALOT S.A.
Invitation to the Ordinary General Meeting of the Shareholders
According to the Law and the Company's Articles of Association and by relevant decision of the Company's Board of Directors, Company's Shareholders are invited to attend the Ordinary General Assembly of Shareholders, to be held on Tuesday, the fifth (5th) of May 2009 at 13:00 at the hotel "Grande Bretagne" (1, Vas. Georgiou A street, Syntagma Square, Athens), in order to discuss and decide upon the following issues on the agenda:
ISSUES OF THE AGENDA
1. Submission for approval of the corporate and consolidated annual financial statements of the fiscal year 01.01.2008 to 31.12.2008, in accordance with the International Financial Reporting Standards (I.F.R.S.),, after hearing the relevant Board of Directors' Reports and the Certified Auditor's Report regarding the above mentioned year; and decision on the distribution of said year's profits.
2. Discharge of both the Board of Directors members and the Certified Auditor from any liability for indemnity regarding Company's administration, the financial statements and the consolidated financial statements during the fiscal period under examination (01.01.2008-31.12.2008).
3. Ratification of election of a new member of the Board of Directors in replacement of a resigned member.
4. Election of the new Board of Directors and appointment of independent Board of Directors members, pursuant to Law 3016/2002, as amended and in force. Election of a new Audit Committee, pursuant to Law 3693/2008.
5. Election regular and alternate Certified Auditors for the control of the fiscal year 01.01.2009 - 31.12.2009 and determination of their fees.
6. Approval of remuneration on the profits and compensations of the Board of Directors members for the fiscal year 2008 and preliminary approval of remuneration and compensation of non-executive members of the Board of Directors for the year 2009, pursuant to art. 24 of Codified Law 2190/1920 & art. 5 of the Law 3016/2002.
7. Approval of the maximum salary of Board of Directors members employed by the Company as for the financial period 01.07.2009 - 30.06.2010 pursuant to art. 23a of Codified Law 2190/1920.
8. Grant of authorization to both Board of Directors members and Company's Directors to participate in the Board of Directors or in the administration of other affiliated companies as those companies are defined in article 42 § e' of Codified Law 2190/1920.
9. Modification of the share buy back program by the Company that was decided at the Ordinary General Assembly dated 6 May 2008, pursuant to art. 16 of Codified Law 2190/1920, regarding the maximum and the minimum limits of the price for their acquisition and in order to provide for the possibility of holding the share for future acquisition of shares of other company.
10. Issue of convertible bond loan and granting of authorisation to the Board of Directors for determining the specific terms of the convertible bond loan.
11. Announcements.
In case the above assembly's session has not the quorum required by Law and the company's Articles of Association, in order to decide on all or in part of the above agenda issues, Company's Shareholders are invited to participate in the first repeat session to be held on the twentieth first (21th) of May 2009, at 13:00 at "CAPSIS Cultural, Exhibition and Conference Centre" (10, Parnonos str., Maroussi, Attica), without publishing any further invitation. In case that the quorum required by Law and the company's Articles of Association is not achieved at the first repeat session in order to decide on all or in part of the above agenda issues, Company's Shareholders are invited to participate in the second repeat session to be held on the forth (4th) of June 2009, at 13:00 at the same place ("CAPSIS Cultural, Exhibition and Conference Centre" - 10, Parnonos str., Maroussi, Attica), without publishing any further invitation.
The aforementioned issues shall be on the agenda of eventual repeat sessions, except of issues whereupon a decision shall have already been taken.
All company Shareholders have a right to participate in the General Assembly and to vote in person or by proxy. Each share gives right to one vote. Shareholders wishing to participate in the above General Assembly must block part of or all their shares in the Dematerialized Securities System (SAT) through their Agent (Bank or Broker) and receive by the latter a Certificate of Share Block for Participation in the General Assembly. Those shareholders who keep their shares in the Special Account of SAT must block them in the competent Department of Hellenic Exchanges S.A. (110, Athinon Avenue, Athens). In both cases, shareholders must submit to Company headquarters (64, Kifissias avenue & 3, Premetis street, Maroussi) at least five (5) days before the scheduled date of the General Assembly, the relevant Share Block Certificates, as well as eventual powers of attorney for their representatives.
ISSUES OF THE AGENDA
1. Submission for approval of the corporate and consolidated annual financial statements of the fiscal year 01.01.2008 to 31.12.2008, in accordance with the International Financial Reporting Standards (I.F.R.S.),, after hearing the relevant Board of Directors' Reports and the Certified Auditor's Report regarding the above mentioned year; and decision on the distribution of said year's profits.
2. Discharge of both the Board of Directors members and the Certified Auditor from any liability for indemnity regarding Company's administration, the financial statements and the consolidated financial statements during the fiscal period under examination (01.01.2008-31.12.2008).
3. Ratification of election of a new member of the Board of Directors in replacement of a resigned member.
4. Election of the new Board of Directors and appointment of independent Board of Directors members, pursuant to Law 3016/2002, as amended and in force. Election of a new Audit Committee, pursuant to Law 3693/2008.
5. Election regular and alternate Certified Auditors for the control of the fiscal year 01.01.2009 - 31.12.2009 and determination of their fees.
6. Approval of remuneration on the profits and compensations of the Board of Directors members for the fiscal year 2008 and preliminary approval of remuneration and compensation of non-executive members of the Board of Directors for the year 2009, pursuant to art. 24 of Codified Law 2190/1920 & art. 5 of the Law 3016/2002.
7. Approval of the maximum salary of Board of Directors members employed by the Company as for the financial period 01.07.2009 - 30.06.2010 pursuant to art. 23a of Codified Law 2190/1920.
8. Grant of authorization to both Board of Directors members and Company's Directors to participate in the Board of Directors or in the administration of other affiliated companies as those companies are defined in article 42 § e' of Codified Law 2190/1920.
9. Modification of the share buy back program by the Company that was decided at the Ordinary General Assembly dated 6 May 2008, pursuant to art. 16 of Codified Law 2190/1920, regarding the maximum and the minimum limits of the price for their acquisition and in order to provide for the possibility of holding the share for future acquisition of shares of other company.
10. Issue of convertible bond loan and granting of authorisation to the Board of Directors for determining the specific terms of the convertible bond loan.
11. Announcements.
In case the above assembly's session has not the quorum required by Law and the company's Articles of Association, in order to decide on all or in part of the above agenda issues, Company's Shareholders are invited to participate in the first repeat session to be held on the twentieth first (21th) of May 2009, at 13:00 at "CAPSIS Cultural, Exhibition and Conference Centre" (10, Parnonos str., Maroussi, Attica), without publishing any further invitation. In case that the quorum required by Law and the company's Articles of Association is not achieved at the first repeat session in order to decide on all or in part of the above agenda issues, Company's Shareholders are invited to participate in the second repeat session to be held on the forth (4th) of June 2009, at 13:00 at the same place ("CAPSIS Cultural, Exhibition and Conference Centre" - 10, Parnonos str., Maroussi, Attica), without publishing any further invitation.
The aforementioned issues shall be on the agenda of eventual repeat sessions, except of issues whereupon a decision shall have already been taken.
All company Shareholders have a right to participate in the General Assembly and to vote in person or by proxy. Each share gives right to one vote. Shareholders wishing to participate in the above General Assembly must block part of or all their shares in the Dematerialized Securities System (SAT) through their Agent (Bank or Broker) and receive by the latter a Certificate of Share Block for Participation in the General Assembly. Those shareholders who keep their shares in the Special Account of SAT must block them in the competent Department of Hellenic Exchanges S.A. (110, Athinon Avenue, Athens). In both cases, shareholders must submit to Company headquarters (64, Kifissias avenue & 3, Premetis street, Maroussi) at least five (5) days before the scheduled date of the General Assembly, the relevant Share Block Certificates, as well as eventual powers of attorney for their representatives.