COSMOTE announces, according to article 278 of the Athens Stock Exchange Regulation, that the 10th Ordinary General Meeting of COSMOTE's Shareholders was held today, on 08.06.2007, during which the items described below were discussed and approved, with a quorum of 72% of the paid up share capital, as follows:
ITEM 1st: SUBMISSION AND APPROVAL OF THE MANAGEMENT REPORT OF THE BOARD OF DIRECTORS INCLUDING THE BOARD OF DIRECTORS' EXPLANATORY REPORT TO THE ORDINARY GENERAL SHAREHOLDERS MEETING, OF THE ANNUAL FINANCIAL STATEMENTS ACCORDING TO THE IFRS, REGARDING FISCAL YEAR 2006 (01.01.2006 - 31.12.2006) AND THE AUDIT REPORT 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 including the Board of Directors' explanatory report to the Ordinary General Shareholders Meeting, the Company's annual financial statements for the fiscal year 2006 according the IFRS and the Audit Report of the Chartered Auditors in respect of these Financial Statements were approved. In addition, the distribution of the annual dividend for the fiscal year 2006 of euro 0.73 per share was approved. Shareholders entitled to this annual dividend are the shareholders as at 11.6.2007 inclusive, while from 12.6.2007 the shares shall trade in the Athens Stock Market without any right to the dividend for the fiscal year 2006. Date for the commencement of dividend distribution is the 20th June 2007. 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 INDEPENDENT AUDITORS FROM ANY LIABILITY FOR DAMAGES FOR THE FISCAL YEAR 2006 (01.01.2006 - 31.12.2006), 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 2006 according to article 35 of Codified Law 2190/1920, was decided.
ITEM 3rd: APPROVAL OF THE COMPENSATION, REMUNERATION AND EXPENSES OF THE MEMBERS OF THE BOARD OF DIRECTORS AND THE MANAGING DIRECTOR FOR THE FISCAL YEAR 2006 AND DETERMINATION OF THE SAME FOR THE FISCAL YEAR 2007.
The compensation, remuneration and expenses paid to the BoD members for participating in the BoD meetings and its Committees meetings for the fiscal year 2006 were approved and also the compensation, remuneration and expenses proposed to be paid during 2007 were approved, which are the same as valid since 1.1.2006.
ITEM 4 th: APPOINTMENT OF THE ORDINARY AND DEPUTY CHARTERED AUDITORS, AND OF ONE AUDITOR OF KNOWN INTERNATIONAL PRESTIGE, FOR FISCAL YEAR 2007, AND DETERMINATION OF THEIR REMUNERATION.
The audit company KPMG Certified Auditors S.A. was appointed as Auditor, for the fiscal year 2007 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 Company's 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 5th: 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 OBJECTS.
The requested permission was granted.
ITEM 6th: AMENDMENT OF THE COMPANY'S ARTICLES CONCERNING THE ABOLITION OF PAR. 2 AND 3, ARTICLE 8 AND THE AMENDMENT OF PAR. 2, ARTICLE 21. CODIFICATION OF THE COMPANY'S ARTICLES OF ASSOCIATION.
The proposed amendment of the Articles of Association and its Codification were approved.