INTRACOM HOLDINGS announces that the Annual General Meeting (AGM) of Company shareholders was held on June 27th, 2008, with the attendance of 55 shareholders and their representatives, holding 56.982.383 Common Registered shares with voting rights, (quorum percentage 42,84% of the Company share capital and voting rights).
During the meeting, discussions were held and resolutions were adopted on the items of the Agenda, as follows:
Regarding the first item of the Agenda, the A.G.M. approved the Company's Annual Financial Statements and Consolidated Annual Financial Statements - according on the International Financial Reporting Standards (I.F.R.S.) - for the scalnancial year 01/01/2007 - 31/12/2007, after listening to the management Report of the Board of Directors', regarding the financial year's developments and the Certified Auditors' Report.
This item of the Agenda was voted for, by shareholders representing 56.902.886 shares (corresponding to 99,86% of the shares with voting rights represented at the AGM), whereas shareholders representing 79.497 shares (0,14%) abstained.
Regarding the second item of the Agenda, the release of the Members of the Board of Directors and the Certified Auditors from any liability of compensation for the Company's management and the Annual Financial and Consolidated Financial Statements, for the financial year in question (01/01/2007 - 31/12/2007) was unanimously approved from the A.G.M. (with 100% of the present shareholders and votes).
On the third item of the Agenda, the A.G.M. unanimously approved (with 100% of the present shareholders and votes), the election for the financial monitoring of the financial year 2008, the company"S.O.L. S.A. Certified Auditors" and more specifically, Mrs Zoe Sofou, Reg. No./S.O.E.L. 14701 and Mr. M. Xatzistavraki, Reg. No./S.O.E.L. 26581, as Regular Auditors and Mr. George Karamihalis, Reg. No./S.O.E.L 15931 and Mrs A. Pavlatou, Reg. No./S.O.E.L. 14441 as Deputy Auditors. The auditors' fees will be set according to the current stipulations of the Hellenic Body OF Certified Auditors. On the fourth item of the Agenda, the AGM , elected a new 8-member Board of Directors for a five year term, that is until 31/06/2013, as follows:
- S. P. Kokkalis
- C. G. Dimitriadis
- D. Ch. Klonis
- G. Ar. Anninos
- N.-S. Labroukos
- C. G. Antonopoulos
- St. Ath. Zervopoulos
- D. K. Hatzigrigoriadis
with Mr. St. Zervopoulos and Mr. D. Hatzigrigoriadis as Independent Non-Executive Members.
This item of the Agenda was voted for, by shareholders representing 56.978.675 shares (corresponding to 99,99% of the shares with voting rights represented at the AGM), whereas shareholders representing 3.708 shares (0,01%) against.
On the fifth item of the Agenda, the A.G.M. unanimously approved, (with 100% of the present shareholders and votes), the remuneration of members of the Board of Directors for the financial year 2007 and the maximum amount of remuneration of members of the Board of Directors for the financial year 2008 was pre-approved, based on article 24 of Codified Law (C.L.) 2190/20 and article 5 of Law 3016/2002. The Board of Directors was authorised to proceed with the required actions for the implementation of the above.
On the sixth item of the Agenda, the A.G.M pre-approved the fees of the Members of the Board of Directors employed by the Company on contract, for the time period 01/07/2008 until the next A.G.M.
This item of the Agenda was voted for, by shareholders representing 56.579.570 shares (corresponding to 99,29% of the shares with voting rights represented at the AGM), whereas shareholders representing 399.105 shares (0,70%) against and 3.708 shares(0,01%) abstained.
On the seventh item of the Agenda, the A.G.M. unanimously (with 100% of the present shareholders and votes) granted permission based on article 23, paragraph 1, of C.L. 2190/1920, to the Members of the Board of Directors and to the Company's Managers, to participate in the Board of Directors and/ or the management of other affiliated companies, as per article 42e par.5 of C.L.2190/20 for companies.
On the eighth item of the Agenda, the A.G.M. unanimously resolved(with 100% of the present shareholders and votes) on the amendment of article 5 of the Company's Articles of Association, regarding share capital, due to its raise in December 2007 via the exercise of stock option rights, by the amount of euro 124.899,21 in cash payment and the issue of 88.581 new Common Registered shares with voting rights, of nominal value euro 1,41 each, and sale price set at:
(a) euro 2,93 per share, for 29.667 rights and
(b) euro 2,61 per share, for 58.914 rights
the difference of euro 115.790,64 was transferred as credit to the reserve from the issue of shares above par.
Subsequently, the Company's total share capital now amounts to euro 187.566.683,97 and is divided in 133.026.017 Common Registered shares with voting rights, of nominal value euro 1,41 each.
On the ninth item of the Agenda, the AGM resolved on the harmonization of the Company's Articles of Association with C.L. 2190/20, as is valid amended by Law 3604/2007, by amendment, addition, abolition, renumbering of the relevant articles and formation into a uniform text.
This item of the Agenda was voted for, by shareholders representing 56.978.675 shares (corresponding to 99,99% of the shares with voting rights represented at the AGM), whereas shareholders representing 3.708 shares (0,01%) abstained.
Regarding the tenth item of the Agenda, the AGM did not adopt a resolution.