HELLAS ONLINE ΗΛΕΚΤΡΟΝΙΚΕΣ ΕΠΙΚΟΙΝΩΝΙΕΣ Α.Ε.
Decisions of the Extraordinary General Meeting of Shareholders of 30.9.2009
"HELLAS ONLINE ELECTRONIC TELECOMMUNICATIONS S.A." (the "Company") announces that the Extraordinary General Meeting of its Shareholders, held on September 30th, 2009 and at which nine (9) shareholders were considered lawfully present and/or represented, representing 88.561% of the Company's paid up share capital corresponding to 112,268,289 voting shares of a total of 126,769,232 outstanding voting shares, decided on the items of the agenda as follows:
1. On the first item of the agenda the General Meeting approved on a retroactive basis, in accordance with article 23a par. 4 of Law 2190/1920, the execution of the Framework Agreement entered into between the Company, its shareholders Intracom Holdings and World Equities Investments Holdings S.A. and Vodafone-Panafon Hellenic Telecommunications Company S.A. on 31.07.09 and all transactions and acts performed under this agreement.
2. On the second item of the agenda the General Meeting approved (i) the contribution and absorption into the Company of the DSL Business Sector of Vodafone-Panafon Hellenic Telecommunications Company S.A., in accordance with the provisions of articles 1 to 5 of Law 2166/1993 and based on the Accounting Statement of the DSL Business Sector dated 31.07.09, which was audited by the Certified Auditors Ernst & Young (Hellas), as described in the Certified Auditors Report dated 7.08.09, and (ii) the terms and conditions of the respective spin-off-contribution-absorption agreement, as detailed and approved by the Company's and by Vodafone-Panafon Hellenic Telecommunications Company S.A's Board of Directors' decisions dated 31.08.09.
3. On the third item of the agenda the General Meeting granted special authorization for the execution of the notarial spin-off agreement and the commencement of any other action required for the completion of the aforementioned spin-off and contribution of the aforementioned Business Sector.
4. On the fourth item of the agenda the General Meeting approved the increase of the share capital of the Company by euro 12,949,127.10, following the contribution and absorption of the aforementioned Business Sector of Vodafone-Panafon Hellenic Telecommunications Company S.A., of a net asset value of euro 41,063,204.7, by the issuance of 28,775,838 new ordinary registered shares with a nominal value of euro 0.45 each, while the amount of euro 28,114,077.69 will be credited to the "Share Premium Reserve" account. The General Meeting also approved the relevant amendment of article 5 par.1 of the Company's Articles of Association.
5. On the fifth item of the agenda the General Meeting approved the amendment of article 5, par.2, article 19 and article 24 of the Company's Articles of Association.
6. On the sixth item of the agenda the General Meeting approved the appointment of a new Executive Member of the Board of Directors, in replacement of a resigned Executive Member, for the remaining present Board of Directors' term. The new Executive Member was elected during the 25.08.09 meeting of the Board of Directors.
7. On the seventh item of the agenda the General Meeting approved the amendment of article 21 par.2 of the Company's Articles of Association.
8. Other than the aforementioned there were no further announcements to the Shareholders.
1. On the first item of the agenda the General Meeting approved on a retroactive basis, in accordance with article 23a par. 4 of Law 2190/1920, the execution of the Framework Agreement entered into between the Company, its shareholders Intracom Holdings and World Equities Investments Holdings S.A. and Vodafone-Panafon Hellenic Telecommunications Company S.A. on 31.07.09 and all transactions and acts performed under this agreement.
2. On the second item of the agenda the General Meeting approved (i) the contribution and absorption into the Company of the DSL Business Sector of Vodafone-Panafon Hellenic Telecommunications Company S.A., in accordance with the provisions of articles 1 to 5 of Law 2166/1993 and based on the Accounting Statement of the DSL Business Sector dated 31.07.09, which was audited by the Certified Auditors Ernst & Young (Hellas), as described in the Certified Auditors Report dated 7.08.09, and (ii) the terms and conditions of the respective spin-off-contribution-absorption agreement, as detailed and approved by the Company's and by Vodafone-Panafon Hellenic Telecommunications Company S.A's Board of Directors' decisions dated 31.08.09.
3. On the third item of the agenda the General Meeting granted special authorization for the execution of the notarial spin-off agreement and the commencement of any other action required for the completion of the aforementioned spin-off and contribution of the aforementioned Business Sector.
4. On the fourth item of the agenda the General Meeting approved the increase of the share capital of the Company by euro 12,949,127.10, following the contribution and absorption of the aforementioned Business Sector of Vodafone-Panafon Hellenic Telecommunications Company S.A., of a net asset value of euro 41,063,204.7, by the issuance of 28,775,838 new ordinary registered shares with a nominal value of euro 0.45 each, while the amount of euro 28,114,077.69 will be credited to the "Share Premium Reserve" account. The General Meeting also approved the relevant amendment of article 5 par.1 of the Company's Articles of Association.
5. On the fifth item of the agenda the General Meeting approved the amendment of article 5, par.2, article 19 and article 24 of the Company's Articles of Association.
6. On the sixth item of the agenda the General Meeting approved the appointment of a new Executive Member of the Board of Directors, in replacement of a resigned Executive Member, for the remaining present Board of Directors' term. The new Executive Member was elected during the 25.08.09 meeting of the Board of Directors.
7. On the seventh item of the agenda the General Meeting approved the amendment of article 21 par.2 of the Company's Articles of Association.
8. Other than the aforementioned there were no further announcements to the Shareholders.