The Extraordinary General Meeting of our Shareholders was held on Wednesday 29 August 2007, attended in person or by representatives by 8 shareholders (holding 11.522.135 shares), representing percentage of 56,08% of Common registered shares, and 4 shareholders (holding 1.702.909 shares) representing percentage of 52,72% of Preference registered shares of our Company. The Extraordinary General Meeting discussed and resolved upon the following items of the Agenda:
1st ITEM
Amendment of art. 25.4 of the Company's By-Laws.
The General Meeting decided to approve with a total of positive votes 97,35% (shares 11.217.235), and negative votes 2,65% (shares 304,900) of common registered shares and with percentage of positive votes 99,97% (shares 1.702.330), and negative 0,03% (shares 579) of Preference registered shares of the shareholders attending the General Meeting, the amendment of Article 25 Paragraph 4 of the Company's By-Laws, which pursuant to the amendment has as follows:
"4.The Board of Directors may pass resolutions or assign related powers to its members, managers, employees of the Company or third persons, pursuant to Paragraph 2, Article 21, regarding the following matters:
a.loans from Shareholders to the Company;
b.any kind of securities, titles or financial instruments that are convertible or that grant the right of acquisition of Shares or participations in the Company;
c.pre-distribution of profits or of pre-dividends to Shareholders;
d.requests concerning the issuance and acquisition of any license whatsoever relating to production, transfer, distribution or procurement of electric power, with the exception of the licenses that relate to renewable energy projects;
e.acquisition of participation rights to the Share Capital or to any of the securities of the companies which possess any of the above (mentioned in paragraph (d)) licenses, i.e. licenses regarding the production, transfer, distribution or procurement of electric power, with the exception of the licenses relating to renewable energy projects;
f.buy-out of or participation to the capital of any company or business, and transfer or contribution of assets or business branches or business activities of the Company, regardless of the legal or financial structure of such transactions;
g.approval or/ and amendment of the business plan and of the annual budget;
h.creation of any encumbrances, pledge, pre-emption rights, limitations to exercise of rights, assignment agreements or any other agreements that relate to the Company's own Shares or to the Shares of any subsidiaries, or creation of any other encumbrances, pre-emption rights, third party rights, reservations, or limitations of any nature whatsoever upon the above-mentioned Shares, or any other act with similar results (hereinafter, the "Encumbrance");
i.any acts, transactions, investments, or disposition of assets or creation of new debts in any way and in any form whatsoever, including (but not limited to) loans, credits, issuance and purchase of bonds and leases, as well as transfer or creation of Encumbrance (as determined in the above paragraph (h)) upon assets of the Company that results in an obligation for the Company exceeding 1,000,000 Euros per transaction;
j.transactions with banks or financial institutions, including (but not limited to) bank loans, credits, withdrawals, issuance or endorsement of cheques, bills of exchange, promissory notes, letters of guarantee and other payment titles in the name and on behalf of the Company for amounts that exceed 1,000,000 Euros per transaction;
k.in general, any action outside the usual activity of the Company, as such activity is described in the sub-paragraphs (a), (b), (c) and (d) of the Article 3 hereof, provided that said act does not relate to renewable energy projects;
l.regarding the grant of pre-emption right (or of any other similar right) to any third parties, entitling such third parties to demand the execution of any of the actions described above in the (a)-(k) of this Article;
m.decisions, acts, agreements or instruments concerning any of the matters mentioned above in the (a)-(l) of this Article, which affect or in any way relate to any of the Company s subsidiaries."
2nd ITEM
Approval of related party agreements pursuant to art. 23A of C.L.2190/1920.
The General Meeting decided to approve, with a total of positive votes 97,35% (shares 11.217.235), and negative votes 2,65% (shares 304,900) of common registered shares and with percentage of positive votes 99,97% (shares 1.702.330), and negative 0,03% (shares 579) of Preference registered shares of the shareholders attending the General Meeting, the conclusion/amendment of long term labour agreement with the directors/managers possessing positions of Chief Financial Officer, General Energy Manager and Chief Executive Officer. The Board of Directors is empowered to agree special details on these agreements according to the relevant provisions of labor laws and acts, the initial date put into force up to the total amount of regular salaries of 500.000 euro totally as the annual maximum limit.
3rd ITEM
Amendment of art. 3 of the Company's By-Laws
The discussion of this item was postponed due to lack of increased quorum according to the requirements of the article 29 par. 3 of Corporate Law 2190/1920 and the Company's By-Law. The Board of Directors decided to invite according to Article 29 Par. 4 and 2 of Corporate Law 2190/1920 and the Company's By-Law, for a Repeat General Meeting to be held on the 17th September 2007, at 13:00 hours for the common registered shares and 13:30 hours for the preference registered shares, at the same place, to discuss and reach a resolution on this issue
4th ITEM
Amendment of art. 28 of the Company's By-Laws
The General Meeting decided to approve, with a total of positive votes 97,35% (shares 11.217.235), and negative votes 2,65% (shares 304,900) of common registered shares and with percentage of positive votes 99,97% (shares 1.702.330), and negative 0,03% (shares 579) of Preference registered shares of the shareholders attending the General Meeting, the amendment of Article 28 of the Company's By-Laws, which pursuant to the amendment has as follows:
1.It is prohibited to the members of the Board of Directors, as well as to the Directors of the Company, to be involved in business transactions for their own account or for the account of third parties regarding actions that fall within the purposes of the Company, or to participate as Board members, Administrators, managers, employees and consultants, general or limited partners or to participate in the equity of companies pursuing such purposes, unless granted permission by the General Meeting, with the exception of companies and undertakings of the Iberdrola group.
2.In case of violation of the above provision, the Company is entitled to compensation pursuant to Article 23, Paragraphs 2 and 3 of Codified Law 2190/20.
5th ITEM
Approval of the election of new BoD members by the BoD meeting of 28-6-2007
The General Meeting with a unanimous decision of 100% votes (shares 11.522.135), of common registered shares and with percentage of votes of 100% (shares 1.702.909), of Preference registered shares of the shareholders attending the General Meeting, approved the nomination of Mrs. Regina Reyes Gallur in replacement of the resigned director Mr. Mathew Troulis and Mr. Rafael de Icaza de La Seta in replacement of the resigned director Mr. Georgios Rokas.