HELLAS ONLINE ΗΛΕΚΤΡΟΝΙΚΕΣ ΕΠΙΚΟΙΝΩΝΙΕΣ Α.Ε.
Invitation to the Ordinary General Meeting
THE SHAREHOLDERS OF THE COMPANY " HELLAS ONLINE ELECTRONIC COMMUNICATIONS S.A. " (REG. No. 21328/06/B/90/13) ARE HEREBY INVITED TO THE ORDINARY GENERAL MEETING FOR THE FISCAL YEAR 2008 (01.01.2008 - 31.12.2008) 29 June 2009, Monday 11:00 hrs
In accordance to Greek law and the Company's Articles of Association and pursuant to the June 4th, 2009 Board of Directors resolution, the Shareholders of the Company "HELLAS ONLINE ELECTRONIC COMMUNICATIONS S.A." (the "Company") are hereby invited to an Ordinary General Meeting, to be held on Monday, June 29th, 2009, at 11:00 pm in Paiania (B Intracom Group of Buildings, 19.5 km, Markopoulou Avenue), Attica, Greece, in order to discuss and decide upon the following items of the agenda:
AGENDA
1.Submission and approval of the annual Financial Statements according to the IFRS, regarding fiscal year 2008 (01.01.2008 - 31.12.2008) following the hearing and approval of the Management Report of the Board of Directors including the Board of Directors' Explanatory Report to the Ordinary General Shareholders Meeting, and the Audit Report of the Chartered Auditors, in respect of the same Financial Statements.
2.Submission and re-approval of the Company's (ex Unibrain S.A.) Standalone and Consolidated Financial Statements according to the IFRS for the fiscal year 2006 (01.01.2006 - 31.12.2006), which were re-approved by the Company's Board of Directors on 18.12.2008.
3.Discharge of the Members of the Board of Directors and of the Auditors from any liability for damages for the fiscal year 2008.
4.Appointment of new Board of Directors and appointment of the Independent non Executive members of the BoD, according to L.3016/2002.
5.Appointment of the Audit Committee according to art. 37, L.3693/2008
6.Appointment of the Chartered Auditors for the fiscal year 2009, and determination of their remuneration.
7.Approval of the compensation, remuneration and expenses of the Members of the Board of Directors for the fiscal year 2008.
8.Pre-approval of the compensation, remuneration and expenses of the Members of the Board of Directors for the fiscal year 2009, according to art.24 of L.2190/20 and art.5 of L.3016/2004.
9.Grant of permission 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 other related, as defined in art. 42e of Codified Law 2190/1920, companies.
10.Decision on the nominal reduction of the Company's share capital by euro 44,369,231.20 by reduction of the nominal value per share by euro 0.35 (from euro 0.85 to euro 0.50) and set-off of losses carried forward. Relevant codification of the Company's Articles of Association.
11.Decision on the increase of the Company's share capital via issuance of new shares for a non cash consideration and waiver of pre emption rights of existing shareholders. Relevant codification of the Company's Articles of Association.
12.Granting of permission, according to art. 23a of Codified Law 2190/1920, to the Company to enter into contracts with legal entities falling within the scope of the aforementioned article.
13.Various issues and announcements.
According to Greek law and the Company's Articles of Association, in order for the Shareholders to participate, either in person or by proxy, in the Ordinary General Meeting, they should act accordingly, at least five (5) days prior to the date of the convocation of the Ordinary General Meeting, to block the designated part of the shares they own and by virtue of which they wish to participate in the meeting by means either of declaration at the Central Securities Depository, with regard to shares deposited in the Special Account, or through their Stock Broker, with regard to shares not deposited in the Special Account as well as to receive the relevant Certificate to be issued by the Central Securities Depository. Shareholders should then deposit said Certificate along with any duly signed proxy documentation to the Company's offices (2 Adrianiou Str., Athens) within the same time frame as above.
In accordance to Greek law and the Company's Articles of Association and pursuant to the June 4th, 2009 Board of Directors resolution, the Shareholders of the Company "HELLAS ONLINE ELECTRONIC COMMUNICATIONS S.A." (the "Company") are hereby invited to an Ordinary General Meeting, to be held on Monday, June 29th, 2009, at 11:00 pm in Paiania (B Intracom Group of Buildings, 19.5 km, Markopoulou Avenue), Attica, Greece, in order to discuss and decide upon the following items of the agenda:
AGENDA
1.Submission and approval of the annual Financial Statements according to the IFRS, regarding fiscal year 2008 (01.01.2008 - 31.12.2008) following the hearing and approval of the Management Report of the Board of Directors including the Board of Directors' Explanatory Report to the Ordinary General Shareholders Meeting, and the Audit Report of the Chartered Auditors, in respect of the same Financial Statements.
2.Submission and re-approval of the Company's (ex Unibrain S.A.) Standalone and Consolidated Financial Statements according to the IFRS for the fiscal year 2006 (01.01.2006 - 31.12.2006), which were re-approved by the Company's Board of Directors on 18.12.2008.
3.Discharge of the Members of the Board of Directors and of the Auditors from any liability for damages for the fiscal year 2008.
4.Appointment of new Board of Directors and appointment of the Independent non Executive members of the BoD, according to L.3016/2002.
5.Appointment of the Audit Committee according to art. 37, L.3693/2008
6.Appointment of the Chartered Auditors for the fiscal year 2009, and determination of their remuneration.
7.Approval of the compensation, remuneration and expenses of the Members of the Board of Directors for the fiscal year 2008.
8.Pre-approval of the compensation, remuneration and expenses of the Members of the Board of Directors for the fiscal year 2009, according to art.24 of L.2190/20 and art.5 of L.3016/2004.
9.Grant of permission 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 other related, as defined in art. 42e of Codified Law 2190/1920, companies.
10.Decision on the nominal reduction of the Company's share capital by euro 44,369,231.20 by reduction of the nominal value per share by euro 0.35 (from euro 0.85 to euro 0.50) and set-off of losses carried forward. Relevant codification of the Company's Articles of Association.
11.Decision on the increase of the Company's share capital via issuance of new shares for a non cash consideration and waiver of pre emption rights of existing shareholders. Relevant codification of the Company's Articles of Association.
12.Granting of permission, according to art. 23a of Codified Law 2190/1920, to the Company to enter into contracts with legal entities falling within the scope of the aforementioned article.
13.Various issues and announcements.
According to Greek law and the Company's Articles of Association, in order for the Shareholders to participate, either in person or by proxy, in the Ordinary General Meeting, they should act accordingly, at least five (5) days prior to the date of the convocation of the Ordinary General Meeting, to block the designated part of the shares they own and by virtue of which they wish to participate in the meeting by means either of declaration at the Central Securities Depository, with regard to shares deposited in the Special Account, or through their Stock Broker, with regard to shares not deposited in the Special Account as well as to receive the relevant Certificate to be issued by the Central Securities Depository. Shareholders should then deposit said Certificate along with any duly signed proxy documentation to the Company's offices (2 Adrianiou Str., Athens) within the same time frame as above.