COSMOTE announces, according to article 278 of the Athens' Stock Exchange Regulation, that the 9th Ordinary General Meeting of COSMOTE's Shareholders was held today, on 09.06.2006, during which the items described below were discussed and approved, with a quorum of 71,64% of the paid up share capital and 182 shareholders present to the General Shareholders' Meeting, as follows:
ITEM 1st: SUBMISSION AND APPROVAL OF THE MANAGEMENT REPORT OF THE BOARD OF DIRECTORS, OF THE ANNUAL FINANCIAL STATEMENTS ACCORDING TO THE IFRS, REGARDING FISCAL YEAR 2005 (01.01.2005 - 31.12.2005) AND THE AUDIT REPORTS OF THE CHARTERED AUDITORS, IN RESPECT OF THE SAME FINANCIAL STATEMENTS AND APPROVAL OF THE PAYMENT OF DIVIDENDS.
Τhe Management Report of the Board of Directors, the Company's annual Financial Statements for the Fiscal Year 2005 according the IFRS and the Audit Reports of the Chartered Auditors in respect of these Financial Statements were approved. In addition, the distribution of the annual dividend for the fiscal year 2005 of euro 0.65 per share was approved. Shareholders entitled to this annual dividend are the shareholders as at 13.6.2006 inclusive, while from 14.6.2006 the shares shall trade in the Athens Stock Market without any right to the dividend for the fiscal year 2005. Date for the commencement of dividend distribution is the 22nd of June 2006. The distribution will take place through the EFG Eurobank Ergasias bank.
ITEM 2nd: DISCHARGE OF THE MEMBERS OF THE BOARD OF DIRECTORS AND OF THE AUDITORS FROM ANY LIABILITY FOR DAMAGES FOR THE FISCAL YEAR 2005 (01.01.2005 - 31.12.2005), ACCORDING TO ARTICLE 35 OF CODIFIED LAW 2190/1920. The discharge of the Members of the Board of Directors and of the Auditors from any liability for damages for the fiscal year 2005, according to article 35 of Codified Law 2190/1920, was decided.
ITEM 3rd: ELECTION OF A NEW BOARD OF DIRECTORS DUE TO THE EXPIRY OF THE TERM OF OFFICE OF THE EXISTING ONE. The nine members of the new BoD, whose term will expire on 08.06.2009, were elected as follows: Panagis Vourloumis, Konstantinos Apostolides Evangelos Martigopoulos, Ioannis Vezanis, Elli Maria Despotou, George Ioannidis, George Mavrakis, Christos Economou and Yiannis Sarantitis. Among the above, two independent - non executives members were elected. Following this election, the new BoD was formed into a body, as follows: P. Vourloumis, Chairman - Non executive member. K. Apostolides, Vice Chairman - Independent Non executive member. E. Martigopoulos, Managing Director - Executive member. I. Vezanis, Independent Non executive member. E. Despotou, Non executive member. G. Ioannidis, Non executive member. G. Mavrakis, Non executive member. C. Economou, Non executive member. Y. Sarantitis, Non executive member.
ITEM 4th: APPROVAL OF THE COMPENSATION, REMUNERATION AND EXPENSES OF THE MEMBERS OF THE BOARD OF DIRECTORS AND THE MANAGING DIRECTOR FOR THE FISCAL YEAR 2005 AND DETERMINATION OF SAME FOR FISCAL YEAR 2006. - APPROVAL OF THE BASIC PROVISIONS OF THE CONTRACT OF THE MANAGING DIRECTOR AND GRANT OF AUTHORIZATION FOR ITS SIGNATURE (ART. 23A OF CODIFIED LAW 2190/1920). The following were approved for the fiscal year 2005: a) the compensation to the BoD members for participating in the BoD meetings, of a total amount of 100,377.52 euro gross (of which 89,852.92 euro gross for the non executive members of the BoD), b) the amount of 12,250.00 euro for the traveling expenses of the member of the BoD who lives in Norway, c) the amount of 715,192.28 euro gross (of which 598,652.83 euro net, before taxes),, that has been paid to the Managing Director according to his employment contract with the Company which was approved by the General Meeting of the Company's shareholders. In addition, the following were approved for the fiscal year 2006: a) the remuneration of the members of the BoD for their participation to the BoD meetings, to amount to 1,000.00 euro net per month. In the event of absence of a member from a meeting the above amount not to be paid to the member or to be reduced proportionately if there has been more than one meeting a month, b) the remuneration for the members of the BoD who participate to the committees (1) of the BoD to amount το 500.00 euro net per every meeting they participate, and c) the amount that concerns the traveling expenses of any member of the BoD who lives abroad to amount to 1,500.00 euro per month. This amount to be reduced according to the number of meetings that there have been during a month, in which the member has not participated. Finally, the basic provisions of the three-year contract of the Managing Director were approved and the Chairman of the BoD was authorized to sign it.
ITEM 5 th: APPOINTMENT OF THE ORDINARY AND DEPUTY CHARTERED AUDITORS, AND OF ONE AUDITOR OF KNOWN INTERNATIONAL PRESTIGE, FOR FISCAL YEAR 2006, AND DETERMINATION OF THEIR REMUNERATION. The audit company KPMG Certified Auditors S.A. was appointed as Auditor, for the fiscal year 2006 for the annual and interim audits of the Company, according to the Greek C.L. 2190/1920 (International Accounting Standards) and for the reformation of the Companys financial statements according to the U.S. GAAP and it was approved its total fee to amount up to 200,000.00 euro, plus expenses.
ITEM 6th: GRANT OF PERMISSION, ACCORDING TO ARTICLE 23 PAR.1 OF CODIFIED LAW 2190/1920 AND ARTICLE 22 OF THE ARTICLES OF ASSOCIATION OF THE COMPANY, TO THE MEMBERS OF THE BOARD OF DIRECTORS AND TO THE DIRECTORS OF THE COMPANY TO PARTICIPATE IN BOARDS OF DIRECTORS OR IN THE MANAGEMENT OF COMPANIES OF THE OTE GROUP PURSUING THE SAME OR SIMILAR OBJECTIVES. The requested permission was granted.
ITEM 7th: AMENDMENT OF THE COMPANY'S ARTICLES OF ASSOCIATION CONCERNING THE COMPETENCE FOR STARTING PROCEEDINGS ? CODIFICATION OF THE COMPANY'S ARTICLES OF ASSOCIATION.
The recommended amendment of article 21 of the Company's Articles of Association and the relevant Codification were approved.
ITEM 8th: AMENDMENT OF THE PRIVATE PENSION PLAN FOR THE COMPANY'S EXECUTIVES.
The amendment of the current Private Pension Plan concerning the terms for the Company's Executives was approved, as follows: 1. Obligatory monthly contribution for the Managing Director on a 14 month base: 10% contribution by the Company and 5% contribution by the employee. 2. Obligatory monthly contribution for the General Directors, Legal Counsel and/ or Directors on a 14 month base: 6% contribution by the Company and 3% contribution by the employee. 3. Obligatory monthly contribution for the Deputy Directors and/ or Section Managers on a 14 month base: 4% contribution by the Company and 2% contribution by the employee. 4. Voluntary additional monthly contribution by the employee on a 14 month base: Managing Director: 6-10%, General Directors, Legal Counsel and Directors: 4-6%, Deputy Directors and Section Managers: 3-4%.
ITEM 9th: ISSUANCE UNTIL 31.12.2008 OF ONE OR MORE LOANS OR BONDS, TO BE SUBSCRIBED BY OTE PLC AND APPROVAL OF THE BASIC TERMS OF THE ABOVE LOANS ACCORDING TO ART. 23α OF C.L. 2190/1920.
COSMOTE's ability, following a BoD resolution, to issue one or more Loans or Bonds, to be subscribed by OTE plc, according to its financial needs, and the basic provisions of these Loans were approved, as follows: Amount of the Loans or Bonds: Up to four billion euro in total. Interest rate: The interest rate of the loans will be floating or fixed and will be adapted to the prevailing market rates. The margin of the corresponding loans will be calculated based on the margin of OTE plc, according to the prevailing market conditions as of the receipt of the loans by COSMOTE, incremented by up to 0.15 percentage units. Time frame for the issuance: Until the 31st December 2008. Duration: The duration of each Loan shall be up to ten (10) years from the day of its issuance. Prepayment: COSMOTE may prepay the Loans at the end of each interest period at market prices with a prior notice. Miscellaneous: The Loans will include the ordinary terms and conditions usually provided in such financing instruments.
ITEM 10th: APPROVAL OF THE EXTENSION OF THE CONTRACT BETWEEN COSMOTE AND OTEPLUS S.A. AND OF THE BASIC TERMS OF THE CONTRACT BETWEEN COSMOTE AND HELLASCOM S.A. CONCERNING THE SUBLEASING OF OFFICES AT NO 90, MARINOU ANTIPA STREET, HERAKLIO OF ATTICA AND GRANT OF AUTHORIZATION FOR THE SIGNING OF THEM (ARTICLE 23A OF C.L. 2190/1920).
The following were approved: (a) the extension of the contract between COSMOTE and OTE's subsidiary, OTEPLUS S.A., concerning the subleasing from OTEPLUS of a space, located at 90 M. Antipa street in Iraklio of Attica, of 540.18 m2 of the 2nd floor and 118.34 m2 of the underground parking and storehouse spaces at the total amount of 9,893.91 euros per month, in addition to the spaces of the 1st floor which OTEPLUS has subleased from COSMOTE in 2004, and (b) the basic provisions of the contract between COSMOTE and OTE?s subsidiary, HELLASCOM S.A., concerning the subleasing from HELLASCOM of a space, located at 90 M. Antipa street in Iraklio of Attica, of 710.82 m2 of the 2nd floor and 393.98 m2 of the underground parking and storehouse spaces at the total amount of 17,265.31 euros per month. The duration of the subleases expires on 14.06.2009, when also the lease contract between COSMOTE and its lesser expire.
(1) It is noted that as of today two Committees of the BoD exist, each of one consists of three members.