INTRALOT S.A.
Decisions of the Ordinary General Assembly of the Shareholders
In accordance with articles 278 and 290 of the Athens Stock Exchange Regulation, INTRALOT notifies you that during the Ordinary General Assembly of the Shareholders of the Company dated April 18, 2007 the following issues of the agenda were discussed and decided:
1. Submission for approval, pursuant to International Financial Reporting Standards (I.F.R.S.), of the corporate and consolidated Yearly Financial Statements on the fiscal year 01.01.2006 - 31.12.2006, after hearing the relevant Board of Directors? Report and the Certified Auditor''s Report regarding the above mentioned year and decision on the distribution of such year''s profits. The Corporate and Consolidated Yearly Financial Statements of the fiscal year 2006 of INTRALOT were approved. Present 62 shareholders representing 30.976.929 shares with a respective number of votes (quorum rate 39,31%). Voted: FOR: 30.976.929 (100%), AGAINST: 0, ABSTENTION: 0.
2. Discharge of both the BoD members and the Certified Auditor from any liability for indemnity regarding Company Administration, the Financial Statements and the Consolidated Financial Statements during the fiscal period under examination (01.01.2006-31.12.2006). The discharge of the members of the Board of Directors and of the Certified Auditors from any liability for indemnity during the fiscal period under examination 2006 was approved. Present 62 shareholders representing 30.976.929 shares with a respective number of votes (quorum rate 39,31%). Voted: FOR: 19.371.067 (62,54%), AGAINST: 0, ABSTENTION: 11.605.862 (37,46%). It is noted that for the resolution on this matter of the agenda, the members of the Board of Directors and the employees of the Company voted only with the shares belonging to themselves and not with the shares represented by them (rate of representation 37,46%).
3. Election of regular and substitute Certified Auditors for the audit of fiscal year 01.01.2007 - 31.12.2007 and determination of their remuneration. The election of company S.O.L. S.A. for the audit of the fiscal year 2007 was approved and its remuneration has been determined. Present 62 shareholders representing 30.976.929 shares with a respective number of votes (quorum rate 39,31%). Voted: FOR: 30.976.929 (100%), AGAINST: 0, ABSTENTION: 0.
4. Approval of fees on profits and of the remuneration of the BoD members for the fiscal year 2006 and pre-approval of the fees and the remuneration of BoD members for the fiscal year 2007, pursuant to Article 24 of Codified Law 2190/1920 and Article 5 of Law 3016/ 2002. In accordance with Article 24 of Codified Law 2190/1920, the remunerations of the members of the Board of Directors, in proportion with the participation time of each member of the Board of Directors from 1.1.2005 to 31.12.2005, were approved. Moreover it was decided, in accordance with Article 5 of L. 3016/2002, the determination of the remuneration of the current year of the non executive members of the Board of Directors for the time spent during the meetings of the Board of Directors and in the fulfillment of their duties and the Board of Directors was authorized to proceed to the necessary actions for the implementation of the above mentioned. Present 62 shareholders representing 30.976.929 shares with a respective number of votes (quorum rate 39,31%). Voted: FOR: 30.976.929 (100%), AGAINST: 0, ABSTENTION: 0.
5. Approval of the maximum salary of BoD members employed by the Company for the financial period 01.07.2007 - 30.06.2008 pursuant to art. 23a of Codified Law 2190/1920. The maximum salaries of the members of the Board of Directors employed by the Company were determined and more specifically of Messrs C. Antonopoulos, Andr. Papoulias and Fot. Mavroudis. Present 62 shareholders representing 30.976.929 shares with a respective number of votes (quorum rate 39,31%). Voted: FOR: 30.976.929 (100%), AGAINST: 0, ABSTENTION: 0.
6. Grant of authorization to both BoD members anCompany Directors to participate in the Board of Directors or in the administration of other affiliated companies as provided by article 42 § e'' of Codified Law 2190/1920. The grant of authorization for the members of the Board of Directors and of the Directors of the company to participate in the Board of Directors or the administration of other affiliated companies as provided by article 42 § e'' of C.L. 2190/1920 was approved. Present 62 shareholders representing 30.976.929 shares with a respective number of votes (quorum rate 39,31%). Voted: FOR: 30.976.929 (100%), AGAINST: 0, ABSTENTION: 0.
7. Decision for a further buy-back of own shares by the Company, via ASE and up to a percentage of 10% on the total of currently existing shares, taking into consideration the shares already purchased by the Company, in accordance with respective shareholder decisions dated 15.03.02, 02.04.03, 28.04.04, 20.04.05 and 04.05.2006- determination of the maximum and minimum price for new purchases and fixing of the time period for their execution. Grant of authorization to the BoD to observe legal proceeding for this purpose, pursuant to terms and conditions of Art. 16, clauses 5-7 of Codified Law 2190/1920, as in force. Decision taking for the option to buy back own shares by the Company, via ASE and up to a percentage of 10% on the total of currently existing shares was approved and the maximum price of 35Euro and minimum price of 10Euro per share was determined. This decision is valid for a period of twelve months. Also, the granting of an authorization to the Company?s Board of Directors was approved for the implementation of the above mentioned decision and the keeping of the legal formalities. Present 62 shareholders representing 30.976.929 shares with a respective number of votes (quorum rate 39,31%). Voted: FOR: 30.976.929 (100%), AGAINST: 0, ABSTENTION: 0.
8. Communication of data for the acquisition of own shares as per the decision made by the General Assembly of Company Shareholders on 04.05.2006. The Company notified that during the period from 4.5.2006 until 18.4.2007 the Company did not acquire own shares. Present 62 shareholders representing 30.976.929 shares with a respective number of votes (quorum rate 39,31%). Voted: FOR: 30.872.025 (99,66%), AGAINST: 92.913 (0,30%), ABSTENTION: 11.991 (0,04%).
Especially for the dividends it was decided:
The dividends approved by the Ordinary General Assembly of the shareholders of the Company are 0,66 Euro per share. It is noted that during the Company''s BoD session of October 17th, 2006, it was resolved to pay interim dividends for the year 2006 of an amount of 0,30 Euro per share, which was paid to the shareholders of the Company holding shares at the end of the Stock Exchange session of November 8th, 2006. The shareholders that are entitled to the remaining amount of dividends of 0,36Euro per share are the ones that will own shares of the company at the end of the Athens Exchange session on Thursday, April 19th, 2007, according to the clearing of the Central Securities Depository S.A. From Friday, April 20, 2007 the shares will trade ex-dividend rights for the dividends of financial year 2006. In accordance with article 329 of the Athens Stock Exchange Regulation we notify the shareholders that the payment of the dividends will be effected by the National Bank of Greece, starting on April 30,2007, until April 30,2008. During this period: - The shareholders can receive the dividend through their security companies (Securities Brokers and Banks), which will be addressed the National Bank (Sub-division of Private Investors Custody and Securities Trade, Department of Corporate Actions and underwriting, 6 Karageorgi Servias Str., 10 232, Athens, tel: +30-21033 40 611, contact person: Mr Ioannis Xidis & +30-2103340613, contact person: Mr Elias Dimitriou). - The shareholders can receive the dividend in person in the retail network of the National B by showing their identity card and notifying "ΚΑΜΕ" (their SAT system code number) or by providing a printout from the SAT system, (if they''ll provide or recall the relative authorization by their security companies). - Alternatively, the shareholders can receive the dividend via their legally authorized representatives (by providing the relative authorization of the beneficiary, notarized by a Public Authority). After April 30,2008, the distribution of the dividend will take place only from the offices of the company (64 Kifissias Ave. & 3 Premetis Str., 15125, Maroussi, Athens, tel: +30-210-6156000, shareholders department).
1. Submission for approval, pursuant to International Financial Reporting Standards (I.F.R.S.), of the corporate and consolidated Yearly Financial Statements on the fiscal year 01.01.2006 - 31.12.2006, after hearing the relevant Board of Directors? Report and the Certified Auditor''s Report regarding the above mentioned year and decision on the distribution of such year''s profits. The Corporate and Consolidated Yearly Financial Statements of the fiscal year 2006 of INTRALOT were approved. Present 62 shareholders representing 30.976.929 shares with a respective number of votes (quorum rate 39,31%). Voted: FOR: 30.976.929 (100%), AGAINST: 0, ABSTENTION: 0.
2. Discharge of both the BoD members and the Certified Auditor from any liability for indemnity regarding Company Administration, the Financial Statements and the Consolidated Financial Statements during the fiscal period under examination (01.01.2006-31.12.2006). The discharge of the members of the Board of Directors and of the Certified Auditors from any liability for indemnity during the fiscal period under examination 2006 was approved. Present 62 shareholders representing 30.976.929 shares with a respective number of votes (quorum rate 39,31%). Voted: FOR: 19.371.067 (62,54%), AGAINST: 0, ABSTENTION: 11.605.862 (37,46%). It is noted that for the resolution on this matter of the agenda, the members of the Board of Directors and the employees of the Company voted only with the shares belonging to themselves and not with the shares represented by them (rate of representation 37,46%).
3. Election of regular and substitute Certified Auditors for the audit of fiscal year 01.01.2007 - 31.12.2007 and determination of their remuneration. The election of company S.O.L. S.A. for the audit of the fiscal year 2007 was approved and its remuneration has been determined. Present 62 shareholders representing 30.976.929 shares with a respective number of votes (quorum rate 39,31%). Voted: FOR: 30.976.929 (100%), AGAINST: 0, ABSTENTION: 0.
4. Approval of fees on profits and of the remuneration of the BoD members for the fiscal year 2006 and pre-approval of the fees and the remuneration of BoD members for the fiscal year 2007, pursuant to Article 24 of Codified Law 2190/1920 and Article 5 of Law 3016/ 2002. In accordance with Article 24 of Codified Law 2190/1920, the remunerations of the members of the Board of Directors, in proportion with the participation time of each member of the Board of Directors from 1.1.2005 to 31.12.2005, were approved. Moreover it was decided, in accordance with Article 5 of L. 3016/2002, the determination of the remuneration of the current year of the non executive members of the Board of Directors for the time spent during the meetings of the Board of Directors and in the fulfillment of their duties and the Board of Directors was authorized to proceed to the necessary actions for the implementation of the above mentioned. Present 62 shareholders representing 30.976.929 shares with a respective number of votes (quorum rate 39,31%). Voted: FOR: 30.976.929 (100%), AGAINST: 0, ABSTENTION: 0.
5. Approval of the maximum salary of BoD members employed by the Company for the financial period 01.07.2007 - 30.06.2008 pursuant to art. 23a of Codified Law 2190/1920. The maximum salaries of the members of the Board of Directors employed by the Company were determined and more specifically of Messrs C. Antonopoulos, Andr. Papoulias and Fot. Mavroudis. Present 62 shareholders representing 30.976.929 shares with a respective number of votes (quorum rate 39,31%). Voted: FOR: 30.976.929 (100%), AGAINST: 0, ABSTENTION: 0.
6. Grant of authorization to both BoD members anCompany Directors to participate in the Board of Directors or in the administration of other affiliated companies as provided by article 42 § e'' of Codified Law 2190/1920. The grant of authorization for the members of the Board of Directors and of the Directors of the company to participate in the Board of Directors or the administration of other affiliated companies as provided by article 42 § e'' of C.L. 2190/1920 was approved. Present 62 shareholders representing 30.976.929 shares with a respective number of votes (quorum rate 39,31%). Voted: FOR: 30.976.929 (100%), AGAINST: 0, ABSTENTION: 0.
7. Decision for a further buy-back of own shares by the Company, via ASE and up to a percentage of 10% on the total of currently existing shares, taking into consideration the shares already purchased by the Company, in accordance with respective shareholder decisions dated 15.03.02, 02.04.03, 28.04.04, 20.04.05 and 04.05.2006- determination of the maximum and minimum price for new purchases and fixing of the time period for their execution. Grant of authorization to the BoD to observe legal proceeding for this purpose, pursuant to terms and conditions of Art. 16, clauses 5-7 of Codified Law 2190/1920, as in force. Decision taking for the option to buy back own shares by the Company, via ASE and up to a percentage of 10% on the total of currently existing shares was approved and the maximum price of 35Euro and minimum price of 10Euro per share was determined. This decision is valid for a period of twelve months. Also, the granting of an authorization to the Company?s Board of Directors was approved for the implementation of the above mentioned decision and the keeping of the legal formalities. Present 62 shareholders representing 30.976.929 shares with a respective number of votes (quorum rate 39,31%). Voted: FOR: 30.976.929 (100%), AGAINST: 0, ABSTENTION: 0.
8. Communication of data for the acquisition of own shares as per the decision made by the General Assembly of Company Shareholders on 04.05.2006. The Company notified that during the period from 4.5.2006 until 18.4.2007 the Company did not acquire own shares. Present 62 shareholders representing 30.976.929 shares with a respective number of votes (quorum rate 39,31%). Voted: FOR: 30.872.025 (99,66%), AGAINST: 92.913 (0,30%), ABSTENTION: 11.991 (0,04%).
Especially for the dividends it was decided:
The dividends approved by the Ordinary General Assembly of the shareholders of the Company are 0,66 Euro per share. It is noted that during the Company''s BoD session of October 17th, 2006, it was resolved to pay interim dividends for the year 2006 of an amount of 0,30 Euro per share, which was paid to the shareholders of the Company holding shares at the end of the Stock Exchange session of November 8th, 2006. The shareholders that are entitled to the remaining amount of dividends of 0,36Euro per share are the ones that will own shares of the company at the end of the Athens Exchange session on Thursday, April 19th, 2007, according to the clearing of the Central Securities Depository S.A. From Friday, April 20, 2007 the shares will trade ex-dividend rights for the dividends of financial year 2006. In accordance with article 329 of the Athens Stock Exchange Regulation we notify the shareholders that the payment of the dividends will be effected by the National Bank of Greece, starting on April 30,2007, until April 30,2008. During this period: - The shareholders can receive the dividend through their security companies (Securities Brokers and Banks), which will be addressed the National Bank (Sub-division of Private Investors Custody and Securities Trade, Department of Corporate Actions and underwriting, 6 Karageorgi Servias Str., 10 232, Athens, tel: +30-21033 40 611, contact person: Mr Ioannis Xidis & +30-2103340613, contact person: Mr Elias Dimitriou). - The shareholders can receive the dividend in person in the retail network of the National B by showing their identity card and notifying "ΚΑΜΕ" (their SAT system code number) or by providing a printout from the SAT system, (if they''ll provide or recall the relative authorization by their security companies). - Alternatively, the shareholders can receive the dividend via their legally authorized representatives (by providing the relative authorization of the beneficiary, notarized by a Public Authority). After April 30,2008, the distribution of the dividend will take place only from the offices of the company (64 Kifissias Ave. & 3 Premetis Str., 15125, Maroussi, Athens, tel: +30-210-6156000, shareholders department).