On 22nd of June the General Shareholders Meeting of the Company "GERMANOS SA INDUSTRIAL AND COMMERCIAL COMPANY OF ELECTRONIC AND TELECOMMUNICATION MATERIALS AND TELECOMMUNICATION SERVICE PROVIDER" having the distinctive title GERMANOS SA, and Soc. Anonym. Reg. No: 20523/06/Β/89/45 convened. Specifically, presents were shareholders (151+6=157), representing 58.46% + 0.59% = 59.05% of the total shares, or 48,171,570 (47,688,276 + 483,294) shares. The General Shareholders Meeting decided on the following:
Agenda item 1: The present shareholders representing a 98.53%, or holders of 47,464,080 shares carrying equal votes (the shareholders BARCLAYS EUROPE EX-UK EQUITY INDEX FUND owning 4,010 shares carrying equal votes, LUCENT TECHNOLOGIES INC MASTER PENSION TRUST owning 1,740 shares carrying equal votes, STATE OF INDIANA - PUBLIC EMPLOYEES' RETIREMENT FUND owning 1,740 shares carrying equal votes and T. ROWE PRICE INT L owning 700,000 shares carrying equal votes, representing a 1.47% in total were absent from the voting procedure, while the shareholder Konstantinos Michalakos, son of George owning 760 shares carrying equal votes, representing a 0.0009% voted against) approved the Management (Board of Directors - BoD) Report and Auditors Reports related to the Annual Financial Statements and the Consolidated Financial Statements for the fiscal year 2005 (1.1.2005-31.12.2005).
Agenda item 2: The present shareholders representing a 98.53%, or holders of 47,464,080 shares carrying equal votes (the shareholders BARCLAYS EUROPE EX-UK EQUITY INDEX FUND owning 4,010 shares carrying equal votes, LUCENT TECHNOLOGIES INC MASTER PENSION TRUST owning 1,740 shares carrying equal votes, STATE OF INDIANA - PUBLIC EMPLOYEES' RETIREMENT FUND owning 1,740 shares carrying equal votes and T. ROWE PRICE INT L owning 700,000 shares carrying equal votes, representing a 1.47% in total were absent from the voting procedure) approved the Annual Financial Statements (Solo and Consolidated) for the financial year 2005 as well as the dividend distribution of 0.26 euro per share. Entitled to receive the dividend are the shareholders at the end of the trading day of Tuesday 7th of August 2006. From Tuesday 8th of August 2006 the share will be trading ex-dividend. The payment period for the dividend will start on the 17th of August 2006. The dividend will be paid at any EFG Eurobank's branch from 17/8/2006 until 31/12/2006.
Agenda item 3: Following the approval of the Annual Financial Statements, the General Shareholders Meeting with a special registered voting procedure, and specifically the shareholders of 47,446,864 share carrying equal votes and representing the 98.50% of the total shareholders (the shareholders 71L-S71L OHIO NATIONAL FUND INC INTERNATIONAL SMALL COMPANY PORTFOLIO own 20,846 shares carrying equal votes, LOUISIANA STATE EMPLOYEES RETIREMENT SYSTEM own 3,860 shares carrying voting rights and Konstantinos Michalakos son of George owning 760 shares carrying voting rights and representing 0.0312% in total voted against, while the shareholder T. ROWE PRICE INT L owning 700,000 shares carrying voting rights and representing 1.45% were absent) approved that the Board of Directors and the Certified Auditors had no responsibility, regarding any kind of compensation, for their actions during the financial year .01.05-31.12.05, as well as for the Annual (parent and consolidated) Financial Statements.
Agenda item 4ο: The General Shareholders Meeting following the announcement of the proposal made by the auditing firm BKR PROTYPOS AUDITING S.A., Certified Accountant-Auditors-Business Consultants, and specifically the shareholders of 47,469,280 shares carrying voting rights representing a 98.54% of the total shares (the shareholders COMMONWEALTH OF PENNSYLVANIA PUBLIC SCHOOL EMPLOYEES RETIREMENT SYSTEM owning 2,290 shares carrying voting rights and T. ROWE PRICE INT L owning 700,000 shares carrying voting rights, representing the 1.46% of the total shareholders were absent) approved as a tactical and substituting auditor for the Annual Financial Statements of 2006 (Solo and Consolidated) the following: TACTICAL: Anagnos Lyberis son of Thodoros and Maria, Reg. No. SOEL 11241, Certified Accountant-auditor. SUBSTITUTE: Aristeidis Sfounos son of Gregorios and Efrosinis, Reg. No. SOEL 14851, Certified Accountant-auditor. Agenda item 5: The present shareholders and specifically the shareholders of 47,449,964 shares carrying equal voting rights and representing the 98.50% of total shares (the shareholder 71L-S71L OHIO NATIONAL FUND INC INTERNATIONAL SMALL COMPANY PORTFOLIO owning 20,846 shares carrying equal number of voting rights and representing 0.0256% of total shares voted against, while the shareholder T. ROWE PRICE INT L owning 700,000 shares carrying equal voting rights and representing the 1.45% of total shares were absent) approved for the year 2005, and further to regular wages, remuneration of 110,000 Euro to the BoD member Mr. Panos Germanos, of 100,000 Euro to Mr. Christos Germanos, as well as 93,176.47 Euro to the remaining BoD members and to the secretary of the BoD and pre-approved, as total remuneration/travel allowances for the year 2006, a total amount up to 130,000 Euro for their participation in the BoD meetings.
Agenda item 6: The General Shareholders Meeting and specifically the shareholders of 46,585,803 shares carrying equal number of voting rights and representing the 96.71% of total shares (73 shareholders holding 877,171 shares, representing 1.82% in total voted against. The shareholders CAYLON owing 6,306 shares carrying equal number of voting rights, COMMONWEALTH OF PENNSYLVANIA PUBLIC SCHOOL EMPLOYEES RETIREMENT SYSTEM owning 2,290 shares carrying equal number of voting rights and T. ROWE PRICE INT L owning 700,000 shares carrying equal number of voting rights representing a 1.47% in total were absent) approved the distribution of profit to the employees in cash form and specifically part of the net profit of the company for 2005 amounting to 3,991,853.20 Euro, which included the relevant social security contributions. Agenda item 7: The General Shareholders, and specifically the shareholders of 46,608,939 shares carrying equal number of voting rights representing a 96.76% in total (72 shareholders owning 877,171 shares representing a 1.82% in total voted against. The shareholders T. ROWE PRICE INT L and CAYLON, owing 708,596 shares carrying equal number of voting rights were absent) approved the profit distribution to our employees in the form of cash in order to motivate their activity, and specifically, part of the profits the company will make in 2006 would be distributed in 2007 and this amount will approximate the 3,000,000 Euro. This amount includes the relevant social security contributions. Agenda item 8: Due to lack of the required majority of 2/3 of the shareholders capital, according to article 29§4 regarding the decision on Agenda item 3 (amendment of articles of association), the BoD of the company would meet within a reasonable amount of time in order to call a A' Repeated Shareholders meeting.
Agenda item 9: Following the request made by the shareholder Mr. Panos Germanos who owns 27,973,016 shares representing a 34.29% in total, the Chairman of the General Meeting announced that the meeting would carry on Tuesday the 11th of July 2006 at 15:00, at the headquarters of the Company in Agios Stefanos of Attica (23rd Km of the National Road Athens-Lamia). Agenda item 10: The General Shareholders Meeting and specifically the holders of 47,471,570 shares that represent 98.55% of the total (The shareholder T. ROWE PRICE INT L owning 700,000 shares carrying equal number of voting rights were absent) granted permission according to article 23, paragraph 1, C.L. 2190/1920 to the Board of Directors and the Company's Directors regarding their participation in the Board of Directors or the management of other affiliated companies (according to the premise of article 42, paragraph 5e' of Law 2190/1920), which have similar business activities.
Agenda item 11: Various announcements regarding the activities of the Company. The Managing Director of the Company Mr. Ioannis Karayianis informed the participants about the latest developments in the areas where the Company is active.
Concerning the agenda item 8, we would like to inform, that the Board of Directors will meet on the 27th of June 2006 (15:00), in order to decide the date that the Repeated General Meeting will take place.