On February 9th, the Extraordinary General Shareholders'' Meeting of the company "GERMANOS SOCIETE ANONYME INDUSTRIAL AND COMMERCIAL COMPANY OF ELECTRONIC - TELECOMMUNICATION MATERIALS AND TELECOMMUNICATION SERVICE PROVIDER", with the distinctive title GERMANOS SA and SA Reg. No. : 20523/06/Β/89/45, convened and took place. Specifically 7 duly shareholders were present who represented 100% of those present and a total percentage of 99.22% of the company''s paid up share capital, namely 81,579,981 shares. The Company''s General Shareholders'' Meeting decided on the daily agenda issues as follows.
Issue No1: The shareholders present, and specifically 7 shareholders of 81,579,981 shares and with as many votes, representing a percentage of 100% of those attending and a percentage of 99.22% of the company''s paid up share capital, approved the submission of the Company''s application towards the Hellenic Capital Market Commission regarding the delisting of its shares from the Securities Market of the Athens Exchange, according to article 17§5 of L.3371/2005.
Issue No2: The shareholders present, and specifically 7 shareholders of 81,579,981 shares and with as many votes, representing a percentage of 100% of those attending and a percentage of 99.22% of the company''s paid up share capital, following the change in the Company''s shareholder structure, selected a new eight-member Board of Directors consisting of the following individuals:
1. Panos Germanos of Panos
2. Konstantinos Liamidis of Georgios
3. Ioannis Karagiannis of Dimitrios
4. Loukas Petkidis of Dimitrios
5. Ilias Fotiadis of Konstantinos
6. Eirini Nikolaidi of Ioannis
and the independent BoD members:
7. Konstantinos Apostolidis of Pericles
8. Dimitris Goumas of Georgios
The term of the new BoD, according to article 19 par. 2 of the Company''s Articles of Association, was set to 5 years, commencing from the election of its members and extended consequentially until the first extraordinary General Meeting following the end of its term, which cannot exceed a period of 6 years.
Additional brief curriculum vitae of the newly appointed BoD members of GERMANOS SA are presented below.
ILIAS FOTIADIS
Mr. Fotiadis belongs to COSMOTE''s workforce since June 1998, when he took on the position of Chief Financial Officer. Mr. Fotiadis is an Economics and Political Sciences graduate from Essex University and he also has a Post graduate Diploma in Economics from the University of Surrey in the UK.
Apostolidis Konstantinos
Mr. Apostolidis is a Member of COSMOTE''s Board of Directors from 2002 and Vice-Chairman from 2006. Mr. Apostolidis is a Member of VIVARTIA''s Board of Directors. He holds a chemistry degree from the University of Surrey in the UK and is and MBA graduate from the London Graduate School of Business Studies.
Liamidis Konstantinos
Mr. Liamidis belongs to COSMOTE''s workforce since its establishment. He held the position of Deputy Commercial Director, while from the beginning of 2000 he was assigned as Director of Network Sales. In the beginning of May 2003 he undertook the position of Commercial Director. He is a graduate of the Physics-Mathematical Department of the University of Ioannina.
Eirini Nikolaidi
Ms. Eirinii Nikolaidi is the Legal Consultant and Director of Legal Services, Regulative Issues and Competition of COSMOTE and belongs to the Company''s workforce since its establishment in 1996. She holds a Law degree from the University of Athens and a Masters of Law (LLM) in International Corporate Law from the University of London (UCL). She is specialized in telecommunication issues and is a member of the Athens Bar Association.
Issue No3: The shareholders present, and specifically 7 shareholders of 81,579,981 shares and with as percentage of 100% of those attending and a percentage of 99.22% of the company''s paid up share capital, approved the adjustment of article 5 of the Company''s Articles of Association regarding its share capital in order to adapt it to the BoD decision as at 29/12/2006. According to the latter, in effect of the approved by the General Shareholders'' Meeting on 24/6/2005 stock option plan, the BoD decided on the Company''s share capital increase by 233,712 euro, without such constituting an amendment of its articles of association, through payment of cash and the issuance of 649,200 registered shares with a nominal value of 0.36 euro each. Following the approval of the aforementioned amendment the following verse is added to article 5 of the Company''s Articles of Association:
"According to the decision by the Company''s Extraordinary General Shareholders'' Meeting on 9/2/2007, the adjustment of article 5 par. 1 of the Articles of Association was decided on based on the decision by the Company''s Board of Directors on 29/12/2006. According to the latter, based on article 13 par. 9 of C.L.2190/20 the Company''s share capital increased by 233,712 Euro, due to the stock option plan that had been decided on by the General Shareholders Meeting on 24/6/2005, through payment of cash and the issuance of 649,200 registered shares with a nominal value of 0.36 Euro each.
Thus, following the above, the Company''s share capital amounts to 29,600,892 Euro, divided into 82,224,700 registered shares with a nominal value of 0.36 Euro each."