The decisions of the Extraordinary General Meeting of the shareholders of 27.01.2006
COSMOTE announces, according to article 278 of the Athens Stock Exchange Regulation, that an Extraordinary General Meeting of COSMOTE's Shareholders was held today, on 27.01.2006, during which the below mentioned issues were discussed and approved, with a quorum of 69.99% of the paid up share capital and 206 shareholders present to the General Shareholders' Meeting, as follows:
ITEM 1st:
Amendment of the Stock Option Plan and extension to executives of COSMOTE's subsidiaries abroad.
The extension of COSMOTE's current Stock Option Plan to executives of its subsidiaries abroad was approved and some relevant terms of the Plan were clarified.
ITEM 2nd:
Amendment of the bonus scheme regarding Executives and the Managing Director - Compensation for termination of Executives' employment agreements (article 23a of C.L. 2190/1920).
The amendment of the bonus scheme regarding Executives and the Managing Director as well as the compensation for termination of Executives' employment agreements were approved.
ITEM 3rd:
Approval of the conclusion of insurance policy for the coverage of the Company's members of the Board of Directors' and Executives' liability arising out of the exercise of their competences, duties or obligations, as well as of the basic terms of such policy (article 23a of C.L. 2190/1920).
The conclusion of an insurance policy for the coverage of the Company's members of the Board of Directors' and Executives' liability arising out of the exercise of their competences, duties or obligations, as well as the basic terms of such policy were approved.
ITEM 4th:
Τerms of the lease agreement regarding OTEestate's sites (article 23a of C.L. 2190/1920).
The new terms of the current and new lease agreements between COSMOTE and OTEestate regarding OTEestate's sites were approved.
ITEM 5th:
Approval of the conclusion of ISDA Agreements with OTE plc. for the hedging of interest rate fluctuations, as well as of their basic terms (article 23a of C.L. 2190/1920).
COSMOTE's right to conclude ISDA Agreements with OTE's subsidiary OTE plc. for the hedging of interest rate fluctuations, as well as their basic terms were approved.
ITEM 6th:
Harmonization of Article 5 par. 1 of the Company's Articles of Association with Resolution No 209/22.12.2005 of the Board of Directors concerning the increase of the share capital, without amending the Articles of Association, following the exercise of stock option rights according to Article 13 par. 9 of C.L. 2190/1920. Codification of the Company's Articles of Association.
Article 5 par.1 of the Company's Articles of Association was harmonized with Resolution No 209/22.12.2005 (item No 2) of the Board of Directors, which, in order to apply the Company's stock option plan (as approved by the General Meeting and according to article 13 par. 9 of the C.L. 2190/1920), increased the share capital by 569,456.70 euros in cash without amending the Articles of Association and decided the issuance to 1,211,610 nominal shares of a nominal value 0.47 euro each.