Resolutions of General Meetings
ITEM 1st: Submission and approval of the Management Report of the Board of Directors and the Audit Reports of the Chartered Auditors, in respect of the Financial Statements regarding the fiscal year 2004 (01.01.2004 - 31.12.2004). Τhe Management Report of the Board of Directors and the Audit Reports of the Chartered Auditors in respect of the Financial Statements regarding the fiscal year 2004 were approved. Quorum: 69.70% of the paid up share capital. Majority: 99.97% of the represented to the General Shareholders' Meeting votes.
ITEM 2nd: Submission and approval of the annual Financial Statements regarding Fiscal Year 2004 (01.01.2004 - 31.12.2004) and approval of the distribution of operating profits of the Company and the payment of dividends. The annual Financial Statements regarding Fiscal Year 2004 and the distribution of operating profits of the Company were approved. The Payment date for the rest of dividend of 0.57 euro per share for fiscal year 2004 to the Company's shareholders has been set as the 12.7.2005. The shareholders, who are entitled to the rest of dividend for the fiscal year 2004, are shareholders on the registry as of 16.6.2005. From 17.6.2005 the share will trade in the Athens Exchange without the right to the rest of dividend for the fiscal year 2004. Quorum: 69.70% of the paid up share capital. Majority: 100% of the represented to the General Shareholders' Meeting votes.
ITEM 3rd: Discharge of the Members of the Board of Directors and of the Auditors from any liability for damages for the fiscal year 2004 (01.01.2004 - 31.12.2004), 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 2004, according to article 35 of Codified Law 2190/1920, was decided. Quorum: 69.70% of the paid up share capital. Majority: 99.91% of the represented to the General Shareholders' Meeting votes.
ITEM 4th: Approval of the compensation, remuneration and expenses of the Members of the Board of Directors and the Managing Director for the Fiscal Year 2004 and determination of same for Fiscal Year 2005. The following were approved, for the fiscal year 2004: a) The compensation of the BoD members for participating to the BoD meetings, of a total gross amount of 84,343.43 euro (75,934.79 euro gross corresponds to the non executive members of the BoD), b) The amount of 15,500.00 euro concerning traveling expenses of the BoD member who resides in Norway, and c) The gross amount of 571,509.44 euro (478,858.49 euro net), that has been paid to the Managing Director according to the contract between the Company and him as approved by the General Shareholders' Meeting. In addition, the following were approved, for the fiscal year 2005: a) The readjustment of the BoD members remuneration for participating to the BoD meetings, to the net amount of 600 euro per month, b) The remuneration for the BoD members who participate to the committees of the BoD to the net amount of 300 euro per meeting, and c) The amount concerning traveling expenses of the BoD member who resides in Norway to amount to 1,500.00 euro per month. Quorum: 69.70% of the paid up share capital. Majority: 99.999% of the represented to the General Shareholders' Meeting votes.
ITEM 5th: Amendment of the Contract of the Managing Director concerning the annual bonus and grant of authorization for its signature (art. 23a of C.L. 2190/1920). The amendment of the contract of the Managing Director was decided, so that the special bonus that he is entitled to annually following a BoD resolution, to amount up to 40% of his annual salary (from 30% which was the entitlement until now), and this to be valid for the year 2004 as well. For the above mentioned BoD's resolution, a recommendation of the Remuneration and Nomination Committee will be necessary, which will link the Managing Director's special bonus to the achievement of the Business Plan targets and the initiatives and decisions that strengthen the value, the position and the image of the Company. Finally, the Chairman of the BoD was authorized to sign the relevant amendment of the contract of the Managing Director. Quorum: 69.70% of the paid up share capital. Majority: 99.999% of the represented to the General Shareholders' Meeting votes.
ITEM 6th: 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. Quorum: 69.70% of the paid up share capital. Majority: 100% of the represented to the General Shareholders' Meeting votes.
ITEM 7th: Appointment of the ordinary and deputy Chartered Auditors, and of one Auditor of known international prestige, for Fiscal Year 2005, and determination of their remuneration. The audit company "KPMG Certified Auditors S.A." was appointed as Auditor, for the fiscal year 2005 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. Total fee: up to 130,500.00 euro. Quorum: 69.70% of the paid up share capital. Majority: 100% of the represented to the General Shareholders? Meeting votes.
ITEM 8th: Issuance of one or more ordinary Bonds by COSMOTE to be subscribed by OTE Plc up to an aggregate amount of one billion EURO, and approval in accordance with article 23a of the C.L. 2190/1920 of the basic terms of the above mentioned Bonds. The General Meeting approved COSMOTE's right to issue, within the next two years, considering its financial needs and following a BoD's resolution of one or more bonds, to be subscribed by OTE plc and the basic terms of these bonds, as follows: Amount of the Bonds: up to one billion Euro in total. Interest rate: EURIBOR, plus a spread up to 0.50 percentage points. Time frame for the issuance: until 31st May 2007. Duration: the duration of each bond shall be up to seven (7) years from the day of its issuance. Governing Law: the bonds shall be governed by Greek law. Right for early repayment: COSMOTE will be granted the right for early repayment of the bonds at the end of each interest period with a prior notice of 7 days, without cost. COSMOTE in its capacity of issuer of the bond, shall bear all taxes imposed. The BoD shall have the right to decide to assign its competences for the issuance of these bonds to the Managing Director. Quorum: 69.70% of the paid up share capital. Majority: 100% of the represented to the General Shareholders' Meeting votes.
ITEM 9th: Acquisition by COSMOTE of all of the shares of the affiliate companies of OTE "COSMO BULGARIA MOBILE EAD" (Bulgaria) and OTE MTS HOLDING B.V., (Netherlands), which owns 100% of the shares of "COSMOFON MOBILE TELECOMMUNICATIONS SERVICES AD - Skopje" (FYROM). (articles 10 & 23a of C.L. 2190/1920). The General Meeting approved the acquisition by COSMOTE of all the shares of the Bulgarian mobile telephony company "COSMO BULGARIA MOBILE EAD" (Globul) and of all the shares of the Dutch holding company "MTS HOLDING B.V." (MTS), which owns 100% of the shares of the mobile telephony company "COSMOFON MOBILE TELECOMMUNICATIONS SERVICES AD - Skopje" (COSMOFON), having its registered headquarters in FYROM, as well as the basic terms of the relevant transaction, concerning: - the monetary consideration, which is analyzed to 400 million euro for 100% of the shares of Globul and to 90 million euro for 100% of the shares of MTS, - the way of payment of the consideration, which shall be paid in two installments: the first installment, of an amount of 201 million euro, shall be paid on the date of completion of the transaction and the second installment, of an amount of 289 million euro, will be paid within 40 working days from the date of completion of the transaction, - the need of obtaining eventual necessary approvals from the competent authorities before the completion of the transaction, - the provision by OTE of representations and warranties, taking into consideration that COSMOTE has the management of Globul and COSMOFON since 1.1.2003, following a Management Agreement with OTE and OTE International, dated 14.10.2002, - the governing law of the Agreement which shall be the Greek, and - the procedure for resolving any disputes, which will be resolved by Arbitration, according to the Greek Code of Civil Procedure. Finally, the Managing Director was authorized to proceed to all the actions for the completion of the transaction, indicatively to sign notarial deeds in front of competent notaries, in Greece or abroad, to submit documents to the competent Greek and foreign authorities as well as the right to authorize third persons for these issues. The acquisition is expected to be completed within July 2005. Quorum: 69.70% of the paid up share capital. Majority: 99.98% of the represented to the General Shareholders' Meeting votes.