FORTHNET A.E.
Resolutions of the General Meeting of Shareholders.
Forthnet (or the "Company") announces that the Ordinary General Meeting of shareholders took place on Tuesday the 30th.6.2009 at it's registered seat at the Municipality of Heraklion of Crete (Foundation for Research and Technology, area Vassilika Voutes) and at 12:30pm, where the following resolutions on the items of the agenda were discussed and taken. During the General Meeting present were twenty two (22) shareholders representing 40.73% of the paid-up share capital corresponding to 63,304,504 shares with voting right out of the total 155,431,324, and therefore the required quorum provided for by Law for taking resolutions on all the items of the agenda was met. Specifically,
-As per the 1st item on the agenda, the General Meeting approved the financial statements (Parent Company and Consolidated) for the Financial Year 1/1/2008 till 31/12/2008 accompanied by the reports of the Board of Directors and Auditors of the company with regard to the actions during the financial year 2008.
-As per the 2nd item on the agenda, the General Meeting discharged the Members of the Board of Directors and the Auditors from any liability for damages with regard to the Financial Statements and administrative actions during the financial year 2008 (1/1/2008 till 31/12/2008).
-As per the 3rd item on the agenda, the General Meeting elected the auditing firms "Ernst & Young (Hellas) Certified Auditors Accountants S.A." with Ordinary Auditor Mr. Christos Pelentridis and Deputy Auditor Mr. Andreou Savvas and "SOL -Certified Auditors S.A" with Ordinary Auditor, Mr. Stavro Salustro and Deputy Auditor Mr. Spiros Buntas in order to undertake jointly the ordinary audit of the financial statements (Parent Company and Consolidated) of the financial year 2009, and approved their remuneration.
-As per the 4th item on the agenda, the General Meeting approved the compensation and benefits paid to the executive and non executive Members of the BoD during the year 2008 and determined their compensation and benefitsfor the year 2009.
-As per the 5th item on the agenda, the General Meeting approved agreements with affiliated companies according to art. 23a of Law 2190/ 1920 as in force.
-As per the 6th item on the agenda, the General Meeting resolved the constitution of a new Audit Committee in accordance with article 37 of Law 3693/2008 which comprises of the following non-executive members of the Board of Directors of the Company: Mr Ioannis Averof, Chairman of the Committee, Mr Mohsin Majid, member and Mr Michael Warrington, member.
-As per the 7th item on the agenda: a) the General Meeting was informed that no own-shares were bought-back by the Company in accordance with the relevant right provided for in article 16 of Law 2190/1920 as in force, on the basis of the relevant decision of the Ordinary General Meeting of Shareholders of 13th.6.2008, b) the General Meeting validated the election as new non-executive members of the Board of Directors of Mr. Edwin Lloyd (independent member) and Mr. Franciscus Johannes Botman, in replacement of the resigned independent, non-executive members of the Board of Directors, Mr Georgios Koutsoudakis and Mr Iasonas Stratos, for the remaining term of office of the resigned members. The above mentioned new members were elected as temporary members of the Board of Directors in replacement of the resigned ones during the meeting of the Board of Directors of the Company on June 18th, 2009.
-As per the 1st item on the agenda, the General Meeting approved the financial statements (Parent Company and Consolidated) for the Financial Year 1/1/2008 till 31/12/2008 accompanied by the reports of the Board of Directors and Auditors of the company with regard to the actions during the financial year 2008.
-As per the 2nd item on the agenda, the General Meeting discharged the Members of the Board of Directors and the Auditors from any liability for damages with regard to the Financial Statements and administrative actions during the financial year 2008 (1/1/2008 till 31/12/2008).
-As per the 3rd item on the agenda, the General Meeting elected the auditing firms "Ernst & Young (Hellas) Certified Auditors Accountants S.A." with Ordinary Auditor Mr. Christos Pelentridis and Deputy Auditor Mr. Andreou Savvas and "SOL -Certified Auditors S.A" with Ordinary Auditor, Mr. Stavro Salustro and Deputy Auditor Mr. Spiros Buntas in order to undertake jointly the ordinary audit of the financial statements (Parent Company and Consolidated) of the financial year 2009, and approved their remuneration.
-As per the 4th item on the agenda, the General Meeting approved the compensation and benefits paid to the executive and non executive Members of the BoD during the year 2008 and determined their compensation and benefitsfor the year 2009.
-As per the 5th item on the agenda, the General Meeting approved agreements with affiliated companies according to art. 23a of Law 2190/ 1920 as in force.
-As per the 6th item on the agenda, the General Meeting resolved the constitution of a new Audit Committee in accordance with article 37 of Law 3693/2008 which comprises of the following non-executive members of the Board of Directors of the Company: Mr Ioannis Averof, Chairman of the Committee, Mr Mohsin Majid, member and Mr Michael Warrington, member.
-As per the 7th item on the agenda: a) the General Meeting was informed that no own-shares were bought-back by the Company in accordance with the relevant right provided for in article 16 of Law 2190/1920 as in force, on the basis of the relevant decision of the Ordinary General Meeting of Shareholders of 13th.6.2008, b) the General Meeting validated the election as new non-executive members of the Board of Directors of Mr. Edwin Lloyd (independent member) and Mr. Franciscus Johannes Botman, in replacement of the resigned independent, non-executive members of the Board of Directors, Mr Georgios Koutsoudakis and Mr Iasonas Stratos, for the remaining term of office of the resigned members. The above mentioned new members were elected as temporary members of the Board of Directors in replacement of the resigned ones during the meeting of the Board of Directors of the Company on June 18th, 2009.