In accordance with article 4.1.3.3 of the Athens Stock Exchange Regulation, INTRALOT notifies you that during the Ordinary General Assembly of the Shareholders of the Company dated 5 May 2009 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 01.01.2008 to 31.12.2008, 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 2008 of INTRALOT were approved. Present 70 shareholders representing 57,152,911 shares with a respective number of votes (quorum rate 35.95%).
Voted: FOR: 57,152,911 (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 (01.01.2008-31.12.2008).
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 2008 was approved.
Present 70 shareholders representing 57,152,911 shares with a respective number of votes (quorum rate 35.95%).
Voted: FOR: 54,572,134 (95.48 %), AGAINST: 0, ABSTENTION: 2,580,777 (4.52%)
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 4.52%).
3. Ratification of election of a new member of the Board of Directors in replacement of a resigned member.
Announced and ratified the election by the Board of Directors in the meeting dated October 2, 2008 of Mr. Petros Souretis as a member of the Board of Directors in replacement of resigned Mr. Phoebus Hatzis.
Present 70 shareholders representing 57,152,911 shares with a respective number of votes (quorum rate 35.95%).
Voted: FOR: 57,032,911 (99.79 %), AGAINST: 120,000 (0.21%), 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.
Election of a new Audit Committee, pursuant to Law 3693/2008.
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 Hatzigrigoriadis son of Constantinos,
7. Anastasios Tsoufis son of Miltiadis,
8. Sotirios Filos son of Nikolaos, and
9. Petros Souretis son of Constantinos
Independent members of the Board of Directors are Messrs
1. Dimitrios Chatzigrigoriades son of Constantinos,
2. Anastasios Tsoufis son of Miltiadis, and
3. Sotirios Filos son of Nikolaos
Also was elected new three-member Audit Committee, pursuant to article 37 by the L.3693/2008, that will be constituted by the above independent non-executive members of the Board of Directors Mr. Sotirios Filos, Mr. Dimitrios Hatzigrigoriadis and Mr. Anastasios Tsoufis.
Present 70 shareholders representing 57,152,911 shares with a respective number of votes (quorum rate 35.95%).
Voted: FOR: 56,791,658 (99.37 %), AGAINST: 361,253 (0.63%), ABSTENTION: 0
5. Election of regular and alternate Certified Auditors for the audit of fiscal year 01.01.2009 - 31.12.2009 and determination of their fees
The election of company "S.O.L. S.A." for the audit of the fiscal year 2009 was approved and its remuneration has been determined.
Present 70 shareholders representing 57,152,911 shares with a respective number of votes (quorum rate 35.95%).
Voted: FOR: 56,716,558 (99.24 %), AGAINST: 361,253 (0.63%), ABSTENTION: 75,100 (0.13%)
6. Approval of remuneration on the profits and compensations of the Board of Directors members for the fiscal year 2008 and preliminary approval of remuneration and compensation of non-executive members of the Board of Directors for the year 2009, pursuant to art. 24 of Codified Law 2190/1920 & art. 5 of the 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 1.1.2008 to 31.12.2008, 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 70 shareholders representing 57,152,911 shares with a respective number of votes (quorum rate 35.95%).
Voted: FOR: 56,716,558 (99.24%), AGAINST: 361,253 (0.63%), ABSTENTION: 75,100 (0.13%)
7. Approval of the maximum salary of Board of Directors members employed by the Company as for the financial period 01.07.2009 - 30.06.2010 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 Constantinos Antonopoulos, Andreas Papoulias and Fotios Mavroudis.
Present 70 shareholders representing 57,152,911 shares with a respective number of votes (quorum rate 35.95%).
Voted: FOR: 54,369,896 (95.13%), AGAINST: 2,707,915 (4.74%), ABSTENTION: 75,100 (0.13%)
8. 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 70 shareholders representing 57,152,911 shares with a respective number of votes (quorum rate 35.95%).
Voted: FOR: 57,152,911 (100%), AGAINST: 0, ABSTENTION: 0
9. Modification of the share buy back program by the Company that was decided at the Ordinary General Assembly dated 6 May 2008, pursuant to art. 16 of Codified Law 2190/1920, regarding the maximum and the minimum limits of the price for their acquisition and in order to provide for the possibility of holding the share for future acquisition of shares of other company.
Approved the modification of the own shares buy-back program, that was decided at the Ordinary General Assembly dated 6.5.2008, according to the provisions of article 16 of Codified Law 2190/1920 and more specifically fixed the minimum price at 1euro and the maximum price at 10euro, while the possibility of holding such shares for future acquisition of shares of other company was provided.
In relation to its other terms, the program will remain as in force, that is the share buy back program will relate to shares of up to 10% of the paid, from time to time, share capital, for the period up to 6.5.2010 (that is 24 months from the 6.5.2008)
Present 70 shareholders representing 57,152,911 shares with a respective number of votes (quorum rate 35.95%).
Voted: FOR: 56,911,658 (99.58%), AGAINST: 241,253 (0.42%), ABSTENTION: 0
Especially for the dividends it was decided:
The dividends approved by the Ordinary General Assembly of the shareholders of the Company are 0.22 euro per share. It is noted that during the Company's BoD session of 10 October 2008, it was resolved to pay interim dividends for the year 2008 of an amount of 0,11euro per share, which was paid to the shareholders of the Company holding shares at the end of the Stock Exchange session of 6 November 2008.
From Tuesday 12 May 2009 the shares will trade ex-dividend rights for the dividends of financial year 2008.
Beneficiaries for the rest of the dividend for the year 2008 (0.11 euro per share), are the shareholders which are registered in the files of DSS until the record date*, Thursday 14 May 2009.
(*In accordance with the new, revised ATHEX Rulebook, starting on Jan 1st 2009, corporate actions take place based on record dates. Based on the new rule, beneficiaries of the corporate action (in this case of the dividend) are those investors who are registered in the DSS on the relevant record date).
The payment of the dividend for the year 2008, will begin at Wednesday of 20 May, 2009.
The company will issue a newer announcement on the dividend payment procedure.
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 10 April 2009, on the twentieth one (21th) of May 2009, at 13:00 at "CAPSIS Cultural, Exhibition and Conference Centre" (10, Parnonos str., Maroussi, Attica), without publishing any further invitation