According to article 279 of the Athens Exchange Regulations in force, INTRACOM HOLDINGS hereby announces that during the Annual General Meeting (AGM) of June 28th, 2006, attended by 168 shareholders and their representatives holding 67.791.118 Common Registered shares with voting rights, out of a total number of 132.413.583 such shares (quorum percentage 51,20%), discussions were held and resolutions were adopted as follows:
1. The Company's Annual Financial Statements and Consolidated Annual Financial Statements - based on the International Financial Reporting Standards (I.F.R.S.) - for the fiscal year 2005 were approved, following the hearing of the relevant Reports by the Board of Directors and the Certified Auditors - Accountants, regarding the developments of the fiscal year in question. It was also decided that a dividend will not be distributed for that year.
The relevant resolutions were voted for, by shareholders representing 66.663.524 shares (corresponding to 98,34% of the shares with voting rights represented at the AGM), whereas shareholders representing 1.127.597 shares (1,66%) abstained.
2. The release of Members of the Board of Directors and Certified Auditors from any responsibility of indemnity, for the Company's management and the Annual Financial and Consolidated Financial Statements, for the fiscal year ended 31/12/2005, was approved.
The relevant resolution was voted for, by shareholders representing 67.773.814 shares (corresponding to 99,97% of the shares with voting rights represented at the AGM), whereas shareholders representing 17.304 shares (0,03%) abstained.
3. For the financial monitoring of the fiscal year 2006, the following auditing companies were elected:
i) "S.O.L. S.A. Certified Auditors-Accountants" and
ii) "Ernst & Young Hellas Certified Auditors-Accountants S.A."
The relevant resolution was voted for, by shareholders representing 67.773.814 shares (corresponding to 99,97% of the shares with voting rights represented at the AGM), whereas shareholders representing 17.304 shares (0,03%) abstained.
4. The maximum remuneration amount for non-executive members of the Board of Directors was determined, for the current year, based on article 24, paragraph 2 of Coded Law (C.L.) 2190/20 and article 5 of Law 3016/2002. The Board of Directors was authorised to proceed with the required actions for the implementation of the above.
This resolution was voted for, by shareholders representing 67.773.814 shares (corresponding to 99,97% of the shares with voting rights represented at the AGM), whereas shareholders representing 17.304 shares (0,03%) abstained.
5. The salary of a Member of the Board of Directors employed by the Company for the time period 1.7.2006 until the next A.G.M. was approved. The relevant resolution was voted for, by shareholders representing 67.773.814 shares (corresponding to 99,97% of the shares with voting rights represented at the AGM), whereas shareholders representing 17.304 shares (0,03%) abstained.
6. The A.G.M. unanimously resolved (by 67.773.814 votes out of a total of 67.773.814) on the amendment of article 5 of the Company's Articles of Association, regarding share capital and its raise, based on the Board of Directors' decision of December 16th, 2005 - due to the exercise of stock option rights - by the amount of euro 2.436.651,21 in cash payment and the issue of 1.154.811 new Common Registered shares with voting rights, of nominal value euro 2,11 each and sale price set at: (i) euro 2,93 per share, for 1.025.541 rights and (ii) euro 2,61 per share, for 129.270 rights. Following this, the Company's total share capital amounts to euro 279.392.660,13 and is divided in 132.413.583 Common Registered shares with voting rights, of nominal value euro 2,11 each.
7. Permission was granted unanimously, by 67.773.814 votes out of a total of 67.773.814, to the Members of the Board of Directors and to the Company's Managers, based on article 23, paragraph 1, of C.L. 2190/1920, to participate in the Board of Directors and/ or the management of other affiliated companies, as per article 42e par.5 of C.L.2190/20 for companies.
8. A special permission was granted unanimously (by 67.773.814 votes out of a total of 67.773.814), according to article 23a of C.L.2190/20, in order for INTRACOM HOLDINGS to purchase its minority participation in INTRACOM IT SERVICES from INTRAPAR.
9. A new partial change of the use of funds from the capital raised following the merger with INTRASOFT S. A. decided by the Extraordinary General Meeting of shareholders on 15.10.1999, was approved unanimously, by 67.773.814 votes out of a total of 67.773.814. More specifically, from the unused on June 28, 2006 balance of raised Company funds amounting to euro 33.191 thousand, the redistribution of the amount of ruro 22.691 thousand to the following categories:
- "Reduction of short-term borrowing" by an amount of euro 21.000 thousand.
- "Subsidiary companies' share capital raise" by an amount of euro 1.691 thousand.
10. There was unanimous approval (by 67.773.814 votes out of a total of 67.773.814) for the further Company acquisition of own shares, via the Athens Exchange, of volume up to 10% of the total currently existing shares, taking into account the shares already purchased and those that will be purchased until 30/06/2006, with highest buy price set at euro 18 per share and least at euro 1 per share. The own share acquisition will take place within a period of 12 months from the date this resolution was adopted, namely until June 28th, 2007. The exact time of implementation commencement of this resolution will be notified in a relevant Company Announcement. The granting of authorisation to the Company Board of Directors for the observation of all appropriate formalities regarding the purchase of own shares, according to the specifics of the Law (article 16, paragraph 5-7 of C.L. 2190/20, as stands), was also decided upon.