HELLAS ONLINE ΗΛΕΚΤΡΟΝΙΚΕΣ ΕΠΙΚΟΙΝΩΝΙΕΣ Α.Ε.
HELLAS ONLINE ELECTRONIC COMMUNICATIONS S.A.
In accordance to Greek law and the Company's Articles of Association and pursuant to the September 7th, 2009 Board of Directors resolution, the Shareholders of the Company "HELLAS ONLINE ELECTRONIC COMMUNICATIONS S.A." (the "Company") are hereby invited to an Extraordinary General Meeting, to be held on Wednesday, September 30th, 2009, at 13:00 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. Approval of the Framework Agreement entered into between the Company, its shareholders Intracom Holdings S.A. and World Equities Investments S.A. and Vodafone-Panafon Hellenic Telecommunications Company S.A. in accordance with article 23a of Law 2190/1920.
2. Acceptance of the contribution and absorption 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 approval of the terms and conditions of the respective spin-off-contribution-absorption agreement.
3. Granting of 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. Increase of the share capital of the Company, following the contribution and absorption of the aforementioned sector of Vodafone-Panafon Hellenic Telecommunications Company S.A., by waiver of existing shareholders' pre-emption rights and by the issuance of new ordinary registered shares at above par value, based on the net asset value of the contributed sector. Relevant amendment of article 5 par.1 of the Company's Articles of Association.
5. Amendment of article 5, par.2, article 19 and article 24 of the Company's Articles of Association.
6. Approval of 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. Amendment of article 21 par.2 of the Company's Articles of Association.
8. 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.
AGENDA
1. Approval of the Framework Agreement entered into between the Company, its shareholders Intracom Holdings S.A. and World Equities Investments S.A. and Vodafone-Panafon Hellenic Telecommunications Company S.A. in accordance with article 23a of Law 2190/1920.
2. Acceptance of the contribution and absorption 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 approval of the terms and conditions of the respective spin-off-contribution-absorption agreement.
3. Granting of 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. Increase of the share capital of the Company, following the contribution and absorption of the aforementioned sector of Vodafone-Panafon Hellenic Telecommunications Company S.A., by waiver of existing shareholders' pre-emption rights and by the issuance of new ordinary registered shares at above par value, based on the net asset value of the contributed sector. Relevant amendment of article 5 par.1 of the Company's Articles of Association.
5. Amendment of article 5, par.2, article 19 and article 24 of the Company's Articles of Association.
6. Approval of 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. Amendment of article 21 par.2 of the Company's Articles of Association.
8. 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.