ΕΛΕΥΘΕΡΗ ΤΗΛΕΟΡΑΣΗ Α.Ε.
INVITATION TO THE REGULAR GENERAL ASSEMBLY
ELEFTHERI TILEORASI S.A. announces the decision of its BoD for the holding of its Regular General Assembly which will take place on the 27-6-2008, Friday, at 15.00 p.m. at the company's registered seat, 36-38 Ag. Paraskevis st., Municipality of Peristeri, upon issues of agenda.
1. Submission and approval of the annual financial statements, for the fiscal year 1/1/2007-31/12/2007, written according to the International Financial Reporting Standards (IFRS), as well as of the relevant reports of BoD and of the Auditor.
2. Approval of the profit distribution statement, for the fiscal year 1/1/2007-31/12/2007.
3. Discharge of the BoD members and of the Auditor for liability, concerning the annual financial statements and the transactions of the fiscal year 1/1/2007-31/12/2007.
4. Election of one regular and one substitute Auditor for the auditing of the fiscal year 1/1/2008-31/12/2008 and determination of their remuneration.
5. Approval of the BoD members' remuneration for the fiscal year 1/1/2007-31/12/2007 and pre-approval of their remuneration for the accounting period 1/1/2008-30/06/2009.
6. Approval of the conclusion of contracts with founders, BoD members and other persons stated in art. 23a of the law 2190/20.
7. Authorization, according to art. 23a par. 4 of the law 2190/20, for the concluded lease contract, between ELEFTHERI TILEORASI S.A. and the company "Press Hellas Elliniki Ekdotiki & Tipografiki S.A.".
8. Approval of the BoD members' salary, for duties beyond those assumed as BoD members, on the basis of employment contracts, according to art. 23a par. 2 and 24 par. 3 of the law 2190/20.
9. Election of new Board of Directors, appointment of its independent members, according to the Law 3016/2002 as amended and term of office.
10. Revocation of decision for the issuance of Ordinary Bond Loan up to the amount of 60.000.000 Euros, as taken on the 7-4-2006 by the extraordinary general assembly of the Company's shareholders. Decision upon issuance of Ordinary Bond Loan up to the amount of 100.000.000 Euros. Authorisation of BoD for the specification of terms, the issuance of Program, the conclusion of contract with Representative and the undertaking of any act necessary for the completion of issuance.
11. Adjustment and harmonization of the company's by-laws in compliance with Law 3604/2007, which amended law 2190/20. Specifically, amendment of art. 6 (capital increase), of art. 7 (shares-shareholders), of art. 11 (minority rights), of art. 12 (BoD composition-term), of art. 15 (substitution of BoD member), of art. 16 (BoD convocation), of art. 18 (BoD minutes), of art. 19 (remuneration of BoD members), of art. 20 (non-competition clause), of art. 21 (General Assembly competence), of art. 22 (General Assembly convocation), of art. 23 (invitation-General Assembly agenda), of art. 24 (share deposit-representation), of art. 26 (regular quorum and majority), of art. 27 (extraordinary quorum and majority), of art. 29 (discussion issues-General Assembly minutes), of art. 33 (annual financial statements and publication), of art. 34 (profit distribution), of art. 35 (company?s dissolution), of art. 36 (liquidation), as well as of any other relevant provision of company?s by-laws.
12. Amendment of art. 4 of company's by-laws, concerning the term of the company.
13. Amendment of art. 7 (shares-shareholders), of art. 13 (BoD competence) and of art. 21 (General Assembly competence) of company's by-laws in compliance with Law 3156/2003 (regarding bond loans).
14. Authorization for the company's possibility, provided by art. 18 of the Law 3556/2007 "Transparency qualifications for information on publishers whose shares have been listed in the stock exchange market", concerning electronic information dispatch towards shareholders.
15. Authorization, according to art. 23 par. 1 of the Law 2190/20, to the BoD members as well as to the chief executive officers to participate as members in the BoD or the management of other companies pursuing similar business activities.
16. Authorization to the President and Secretary of the General Assembly to sign and validate the minutes.
17. Various subjects-Announcements
In case during above meeting the required by the law quorum for the decision taking is not met, the shareholders are invited, at no further notice, to the 1st iterative General Assembly on the 4st of July 2008, Friday, at 15.00 p.m. and, as the case may be, to the 2nd iterative General Assembly on the 11st of July 2008, Friday, at 15.00 p.m., which will take place at the company's seat. The agenda of the iterative assemblies will be as mentioned above, with the exception of the subjects for which a decision has already been made.
All shareholders have the right to participate in the General Assembly and to vote in person or by representative. Each share gives right to one vote. The shareholders that wish to participate in the above General Assembly should commit in the book-entry system, via their operator (Bank or Stock Exchange Company), the total or part of their shares and to receive the relevant certificate of commitment.
The shareholders who keep their shares in the special account of the book-entry system, they should commit their shares to the competent department of the company "GREEK STOCK EXCHANGE MARKETS" E.X.A.E (former Central Securities Depository).
In both cases, shareholders should, at least five (5) days before the date of the General Assembly, deposit either to the Company's department of shareholders or to one of the acknowledged Greek Banks, the relevant certificates of commitment and the proxies of their representatives, if any. In case of an iterative Assembly, the shareholders who have already committed their shares in order to attend the General Assembly should keep them committed or, in case of lifting of commitment, they should commit them again. Shareholders that will not participate in the General Assembly on the 27th of June 2008 may commit their shares afterwards in order to participate in the iterative Assemblies, if any.
1. Submission and approval of the annual financial statements, for the fiscal year 1/1/2007-31/12/2007, written according to the International Financial Reporting Standards (IFRS), as well as of the relevant reports of BoD and of the Auditor.
2. Approval of the profit distribution statement, for the fiscal year 1/1/2007-31/12/2007.
3. Discharge of the BoD members and of the Auditor for liability, concerning the annual financial statements and the transactions of the fiscal year 1/1/2007-31/12/2007.
4. Election of one regular and one substitute Auditor for the auditing of the fiscal year 1/1/2008-31/12/2008 and determination of their remuneration.
5. Approval of the BoD members' remuneration for the fiscal year 1/1/2007-31/12/2007 and pre-approval of their remuneration for the accounting period 1/1/2008-30/06/2009.
6. Approval of the conclusion of contracts with founders, BoD members and other persons stated in art. 23a of the law 2190/20.
7. Authorization, according to art. 23a par. 4 of the law 2190/20, for the concluded lease contract, between ELEFTHERI TILEORASI S.A. and the company "Press Hellas Elliniki Ekdotiki & Tipografiki S.A.".
8. Approval of the BoD members' salary, for duties beyond those assumed as BoD members, on the basis of employment contracts, according to art. 23a par. 2 and 24 par. 3 of the law 2190/20.
9. Election of new Board of Directors, appointment of its independent members, according to the Law 3016/2002 as amended and term of office.
10. Revocation of decision for the issuance of Ordinary Bond Loan up to the amount of 60.000.000 Euros, as taken on the 7-4-2006 by the extraordinary general assembly of the Company's shareholders. Decision upon issuance of Ordinary Bond Loan up to the amount of 100.000.000 Euros. Authorisation of BoD for the specification of terms, the issuance of Program, the conclusion of contract with Representative and the undertaking of any act necessary for the completion of issuance.
11. Adjustment and harmonization of the company's by-laws in compliance with Law 3604/2007, which amended law 2190/20. Specifically, amendment of art. 6 (capital increase), of art. 7 (shares-shareholders), of art. 11 (minority rights), of art. 12 (BoD composition-term), of art. 15 (substitution of BoD member), of art. 16 (BoD convocation), of art. 18 (BoD minutes), of art. 19 (remuneration of BoD members), of art. 20 (non-competition clause), of art. 21 (General Assembly competence), of art. 22 (General Assembly convocation), of art. 23 (invitation-General Assembly agenda), of art. 24 (share deposit-representation), of art. 26 (regular quorum and majority), of art. 27 (extraordinary quorum and majority), of art. 29 (discussion issues-General Assembly minutes), of art. 33 (annual financial statements and publication), of art. 34 (profit distribution), of art. 35 (company?s dissolution), of art. 36 (liquidation), as well as of any other relevant provision of company?s by-laws.
12. Amendment of art. 4 of company's by-laws, concerning the term of the company.
13. Amendment of art. 7 (shares-shareholders), of art. 13 (BoD competence) and of art. 21 (General Assembly competence) of company's by-laws in compliance with Law 3156/2003 (regarding bond loans).
14. Authorization for the company's possibility, provided by art. 18 of the Law 3556/2007 "Transparency qualifications for information on publishers whose shares have been listed in the stock exchange market", concerning electronic information dispatch towards shareholders.
15. Authorization, according to art. 23 par. 1 of the Law 2190/20, to the BoD members as well as to the chief executive officers to participate as members in the BoD or the management of other companies pursuing similar business activities.
16. Authorization to the President and Secretary of the General Assembly to sign and validate the minutes.
17. Various subjects-Announcements
In case during above meeting the required by the law quorum for the decision taking is not met, the shareholders are invited, at no further notice, to the 1st iterative General Assembly on the 4st of July 2008, Friday, at 15.00 p.m. and, as the case may be, to the 2nd iterative General Assembly on the 11st of July 2008, Friday, at 15.00 p.m., which will take place at the company's seat. The agenda of the iterative assemblies will be as mentioned above, with the exception of the subjects for which a decision has already been made.
All shareholders have the right to participate in the General Assembly and to vote in person or by representative. Each share gives right to one vote. The shareholders that wish to participate in the above General Assembly should commit in the book-entry system, via their operator (Bank or Stock Exchange Company), the total or part of their shares and to receive the relevant certificate of commitment.
The shareholders who keep their shares in the special account of the book-entry system, they should commit their shares to the competent department of the company "GREEK STOCK EXCHANGE MARKETS" E.X.A.E (former Central Securities Depository).
In both cases, shareholders should, at least five (5) days before the date of the General Assembly, deposit either to the Company's department of shareholders or to one of the acknowledged Greek Banks, the relevant certificates of commitment and the proxies of their representatives, if any. In case of an iterative Assembly, the shareholders who have already committed their shares in order to attend the General Assembly should keep them committed or, in case of lifting of commitment, they should commit them again. Shareholders that will not participate in the General Assembly on the 27th of June 2008 may commit their shares afterwards in order to participate in the iterative Assemblies, if any.