INTRALOT S.A.
Announcement on the decisions of the Ordinary General Assembly dated 6 May 2008 .
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 6 May 2008 the following issues of the agenda were discussed and decided:
1. Submission for approval of the corporate and consolidated annual financial statements of the fiscal year 01.01.2007 to 31.12.2007, in accordance with the International Financial Reporting Standards (I.F.R.S.),, after hearing the relevant Board of Directors' Reports and the Certified Auditor's Report regarding the above mentioned year; and decision on the distribution of said year's profits.
The Corporate and Consolidated Yearly Financial Statements of the fiscal year 2007 of INTRALOT were approved.
Present 96 shareholders representing 76.532.583 shares with a respective number of votes (quorum rate 48,15%). Voted: FOR: 76.532.583 (100%), AGAINST: 0, ABSTENTION: 0
2. Discharge of both Board of Directors members and Certified Auditor from any liability for indemnity regarding Company's administration, the financial statements and the consolidated financial statements during the fiscal period under examination (01.01.2007-31.12.2007).
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 2007 was approved.
Present 96 shareholders representing 76.532.583 shares with a respective number of votes (quorum rate 48,15%). Voted: FOR: 48.255.346 (63,05 %), AGAINST: 0, ABSTENTION: 28.277.237 (36,95%)
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 36,95%).
3. Election of regular and substitute Certified Auditors for the audit of fiscal year 01.01.2008 - 31.12.2008 and determination of their fees.
The election of company S.O.L. S.A. for the audit of the fiscal year 2008 was approved and its remuneration has been determined. Present 96 shareholders representing 76.532.583 shares with a respective number of votes (quorum rate 48,15%). Voted: FOR: 75.296.391 (98,38%), AGAINST: 1.236.192 (1,62%), ABSTENTION: 0
4. Election of the new Board of Directors and appointment of independent Board of Directors members, pursuant to Law 3016/2002, as amended and in force.
A new nine members Board of Directors of the Company was elected, having a term of five years, in accordance with article 19 par.2 of the Company?s Articles of Association, as follows:
1. Socrates Kokkalis son of Petros,
2. Constantinos Antonopoulos son of Georgios,
3. Andreas Papoulias son of Vassilios,
4. Fotios Mavroudis son of Thrassyvoulos,
5. Dimitrios Klonis son of Christos,
6. Dimitrios Chatzigrigoriades son of Constantinos,
7. Anastasios Tsoufis son of Miltiadis,
8. Phoebus Chatzis son of Christos, and
9. Sotirios Filos son of Nikolaos.
Independent members of the Board of Directors are Messrs
1. Dimitrios Chatzigrigoriades son of Constantinos, and
2. Anastasios Tsoufis son of Miltiadis.
Present 96 shareholders representing 76.532.583 shares with a respective number of votes (quorum rate 48,15%). Voted: FOR: 75.296.391 (98,38%), AGAINST: 1.236.192 (1,62%), ABSTENTION: 0
5. Approval of fees on profits and [approval] of the remuneration of Board of Directors members for the fiscal year 2007; and pre-approval of the fees and the remuneration of non-executive Board of Directors members for the fiscal year 2008, 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 1.1.2007 to 31.12.2007, 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 96 shareholders representing 76.532.583 shares with a respective number of votes (quorum rate 48,15%). Voted: FOR: 75.295.261 (98,38%), AGAINST: 1.236.192 (1,62%), ABSTENTION: 1.130 (0,001%)
6. Approval of the maximum salary of Board of Directors members employed by the Company as for the financial period 01.07.2008 - 30.06.2009 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, Andreas Papoulias and Fotios Mavroudis.
Present 96 shareholders representing 76.532.583 shares with a respective number of votes (quorum rate 48,15%). Voted: FOR: 76.531.453 (99,99%), AGAINST: 0, ABSTENTION: 1.130 (0,001%)
7. Grant of authorization to both Board of Directors members and Company?s Directors to participate in the Board of Directors or in the administration of other affiliated companies as those companies are defined in 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 96 shareholders representing 76.532.583 shares with a respective number of votes (quorum rate 48,15%). Voted: FOR: 76.532.583 (100%), AGAINST: 0, ABSTENTION: 0
8. Amendment, supplementation, abolition and renumbering of provisions in the corporate Articles of Association for better functionality and adaptation to Law 3604/2007.
The amendment, supplementation, abolition and renumbering of provisions in the corporate Articles of Association for better functionality and adaptation to Law 3604/2007 was approved.
Present 96 shareholders representing 76.532.583 shares with a respective number of votes (quorum rate 48,15%). Voted: FOR: 76.531.453 (99,99%), AGAINST: 0, ABSTENTION: 1.130 (0,001%)
9. Amendment of articles 15 and 20 of the Articles of Association in compliance with Law 3156/2003. More specifically, amendment of article 15 of the Articles of Association in order to be provided that only for bond loans issued pursuant to articles 8 and 9 of Law 3156/2003 the increased quorum and majority to be required. Amendment of article 20 of the Articles of Association in order to be provided a concurrent power of the Board of Directors to issue bond loans (excepting those bond loans issued pursuant to articles 8 and 9 of Law 3156/2003).
The amendment of articles 15 and 20 of the company?s Articles of Association as abovementioned was approved.
Present 96 shareholders representing 76.532.583 shares with a respective number of votes (quorum rate 48,15%). Voted: FOR: 71.967.611 (94,04%), AGAINST: 4.546.972 (5,96%), ABSTENTION: 0
10. Amendment of the Program regarding stock options to persons among those mentioned in article 13 of the Codified Law 2190/1920, as applicable and approved by the General Assemblies of Shareholders on 04.05.2005, 22.09.2006 and 24.10.2007 (Program II). Grant of authorization to the Board of Directors to settle the relevant details.
This tenth item of the agenda was not discussed due to the lack of the quorum required by law.
11. Share buy back according to the article 16 of the Codified Law 2190/1920.
Approved own shares buy-back program providing for the purchase, by the company, of own shares up to 10% of its total shares during a time period of the next 24 months, from 6 May 2008, at a minimum price of euro 5 and a maximum of euro 20 per share.
Present 96 shareholders representing 76.532.583 shares with a respective number of votes (quorum rate 48,15%). Voted: FOR: 68.755.583 (89,84%), AGAINST: 0, ABSTENTION: 7.777.000 (10,16%)
Especially for the dividends it was decided:
The dividends approved by the Ordinary General Assembly of the shareholders of the Company are 0,33 euro per share. It is noted that during the Company''s BoD session of 31 October 2007, it was resolved to pay interim dividends for the year 2007 of an amount of 0,15 euro per share, which was paid to the shareholders of the Company holding shares at the end of the Stock Exchange session of 23 November 2007.
The shareholders that are entitled to the remaining amount of dividends corresponding to 2007 of 0,18 euro per share are the ones that will own shares of the company at the end of the Athens Stock Exchange session on Thursday, 8 May 2008, according to the clearing of the Hellenic Exchanges SA. From Friday 9 May 2008 the shares will trade ex-dividend rights for the dividends of financial year 2007.
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 19 May 2008 until 19 May 2009. 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 Bank 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 19 May 2009, 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)
Discussion and decision taking on the tenth item of the agenda which was not discussed due to the lack of the quorum required by law will take place, in accordance with the Invitation dated 14 April 2008, on the twentieth (20th) of May 2008, at 13:00 at ?CAPSIS Cultural, Exhibition and Conference Centre? (10, Parnonos str., Maroussi, Attica), without publishing any further invitation.
1. Submission for approval of the corporate and consolidated annual financial statements of the fiscal year 01.01.2007 to 31.12.2007, in accordance with the International Financial Reporting Standards (I.F.R.S.),, after hearing the relevant Board of Directors' Reports and the Certified Auditor's Report regarding the above mentioned year; and decision on the distribution of said year's profits.
The Corporate and Consolidated Yearly Financial Statements of the fiscal year 2007 of INTRALOT were approved.
Present 96 shareholders representing 76.532.583 shares with a respective number of votes (quorum rate 48,15%). Voted: FOR: 76.532.583 (100%), AGAINST: 0, ABSTENTION: 0
2. Discharge of both Board of Directors members and Certified Auditor from any liability for indemnity regarding Company's administration, the financial statements and the consolidated financial statements during the fiscal period under examination (01.01.2007-31.12.2007).
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 2007 was approved.
Present 96 shareholders representing 76.532.583 shares with a respective number of votes (quorum rate 48,15%). Voted: FOR: 48.255.346 (63,05 %), AGAINST: 0, ABSTENTION: 28.277.237 (36,95%)
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 36,95%).
3. Election of regular and substitute Certified Auditors for the audit of fiscal year 01.01.2008 - 31.12.2008 and determination of their fees.
The election of company S.O.L. S.A. for the audit of the fiscal year 2008 was approved and its remuneration has been determined. Present 96 shareholders representing 76.532.583 shares with a respective number of votes (quorum rate 48,15%). Voted: FOR: 75.296.391 (98,38%), AGAINST: 1.236.192 (1,62%), ABSTENTION: 0
4. Election of the new Board of Directors and appointment of independent Board of Directors members, pursuant to Law 3016/2002, as amended and in force.
A new nine members Board of Directors of the Company was elected, having a term of five years, in accordance with article 19 par.2 of the Company?s Articles of Association, as follows:
1. Socrates Kokkalis son of Petros,
2. Constantinos Antonopoulos son of Georgios,
3. Andreas Papoulias son of Vassilios,
4. Fotios Mavroudis son of Thrassyvoulos,
5. Dimitrios Klonis son of Christos,
6. Dimitrios Chatzigrigoriades son of Constantinos,
7. Anastasios Tsoufis son of Miltiadis,
8. Phoebus Chatzis son of Christos, and
9. Sotirios Filos son of Nikolaos.
Independent members of the Board of Directors are Messrs
1. Dimitrios Chatzigrigoriades son of Constantinos, and
2. Anastasios Tsoufis son of Miltiadis.
Present 96 shareholders representing 76.532.583 shares with a respective number of votes (quorum rate 48,15%). Voted: FOR: 75.296.391 (98,38%), AGAINST: 1.236.192 (1,62%), ABSTENTION: 0
5. Approval of fees on profits and [approval] of the remuneration of Board of Directors members for the fiscal year 2007; and pre-approval of the fees and the remuneration of non-executive Board of Directors members for the fiscal year 2008, 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 1.1.2007 to 31.12.2007, 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 96 shareholders representing 76.532.583 shares with a respective number of votes (quorum rate 48,15%). Voted: FOR: 75.295.261 (98,38%), AGAINST: 1.236.192 (1,62%), ABSTENTION: 1.130 (0,001%)
6. Approval of the maximum salary of Board of Directors members employed by the Company as for the financial period 01.07.2008 - 30.06.2009 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, Andreas Papoulias and Fotios Mavroudis.
Present 96 shareholders representing 76.532.583 shares with a respective number of votes (quorum rate 48,15%). Voted: FOR: 76.531.453 (99,99%), AGAINST: 0, ABSTENTION: 1.130 (0,001%)
7. Grant of authorization to both Board of Directors members and Company?s Directors to participate in the Board of Directors or in the administration of other affiliated companies as those companies are defined in 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 96 shareholders representing 76.532.583 shares with a respective number of votes (quorum rate 48,15%). Voted: FOR: 76.532.583 (100%), AGAINST: 0, ABSTENTION: 0
8. Amendment, supplementation, abolition and renumbering of provisions in the corporate Articles of Association for better functionality and adaptation to Law 3604/2007.
The amendment, supplementation, abolition and renumbering of provisions in the corporate Articles of Association for better functionality and adaptation to Law 3604/2007 was approved.
Present 96 shareholders representing 76.532.583 shares with a respective number of votes (quorum rate 48,15%). Voted: FOR: 76.531.453 (99,99%), AGAINST: 0, ABSTENTION: 1.130 (0,001%)
9. Amendment of articles 15 and 20 of the Articles of Association in compliance with Law 3156/2003. More specifically, amendment of article 15 of the Articles of Association in order to be provided that only for bond loans issued pursuant to articles 8 and 9 of Law 3156/2003 the increased quorum and majority to be required. Amendment of article 20 of the Articles of Association in order to be provided a concurrent power of the Board of Directors to issue bond loans (excepting those bond loans issued pursuant to articles 8 and 9 of Law 3156/2003).
The amendment of articles 15 and 20 of the company?s Articles of Association as abovementioned was approved.
Present 96 shareholders representing 76.532.583 shares with a respective number of votes (quorum rate 48,15%). Voted: FOR: 71.967.611 (94,04%), AGAINST: 4.546.972 (5,96%), ABSTENTION: 0
10. Amendment of the Program regarding stock options to persons among those mentioned in article 13 of the Codified Law 2190/1920, as applicable and approved by the General Assemblies of Shareholders on 04.05.2005, 22.09.2006 and 24.10.2007 (Program II). Grant of authorization to the Board of Directors to settle the relevant details.
This tenth item of the agenda was not discussed due to the lack of the quorum required by law.
11. Share buy back according to the article 16 of the Codified Law 2190/1920.
Approved own shares buy-back program providing for the purchase, by the company, of own shares up to 10% of its total shares during a time period of the next 24 months, from 6 May 2008, at a minimum price of euro 5 and a maximum of euro 20 per share.
Present 96 shareholders representing 76.532.583 shares with a respective number of votes (quorum rate 48,15%). Voted: FOR: 68.755.583 (89,84%), AGAINST: 0, ABSTENTION: 7.777.000 (10,16%)
Especially for the dividends it was decided:
The dividends approved by the Ordinary General Assembly of the shareholders of the Company are 0,33 euro per share. It is noted that during the Company''s BoD session of 31 October 2007, it was resolved to pay interim dividends for the year 2007 of an amount of 0,15 euro per share, which was paid to the shareholders of the Company holding shares at the end of the Stock Exchange session of 23 November 2007.
The shareholders that are entitled to the remaining amount of dividends corresponding to 2007 of 0,18 euro per share are the ones that will own shares of the company at the end of the Athens Stock Exchange session on Thursday, 8 May 2008, according to the clearing of the Hellenic Exchanges SA. From Friday 9 May 2008 the shares will trade ex-dividend rights for the dividends of financial year 2007.
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 19 May 2008 until 19 May 2009. 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 Bank 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 19 May 2009, 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)
Discussion and decision taking on the tenth item of the agenda which was not discussed due to the lack of the quorum required by law will take place, in accordance with the Invitation dated 14 April 2008, on the twentieth (20th) of May 2008, at 13:00 at ?CAPSIS Cultural, Exhibition and Conference Centre? (10, Parnonos str., Maroussi, Attica), without publishing any further invitation.