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Friday, 29 June 2007
+++ Resolutions of the Annual General Meeting of INTRACOM HOLDINGS shareholders, held on June 29th, 2007 +++
INTRACOM HOLDINGS announces that the Annual General Meeting (AGM) of Company shareholders was held on June 29th, 2007, with the attendance of 48 shareholders and their representatives, holding 52.031.544 Common Registered shares with voting rights, out of a total number of 132.937.436 such shares (quorum percentage 39,14%). During the meeting, discussions were held and resolutions were adopted on the items of the Agenda, as follows:
1. Regarding the first item of the Agenda, the Company's Financial Statements and Consolidated Financial Statements - based on the International Financial Reporting Standards (I.F.R.S.) - for the fiscal year 01/01/2006 - 31/12/2006 were unanimously approved, with a 100% of the present shareholders and votes, following the hearing of the relevant Reports by the Board of Directors and the Certified Auditors - Accountants, regarding the developments of the fiscal year in question.
2. Regarding the second item of the Agenda, the distribution of a €0,10 dividend per share was unanimously approved, with 100% of the present shareholders and votes. Beneficiaries of the dividend are the Company's shareholders after the July 2nd, 2007 market close at the Athens Exchange. From July 3rd, 2007, the Company shares will trade at the Athens Exchange ex-dividend for the financial year 2006. The start date for the payment of dividends is set as the 11th of July, 2007. The dividend payment will be paid according to the procedure set by the Athens Exchange Regulations and the Hellenic Exchanges S.A. ("HELEX S.A."), via ALPHA BANK
3. On the third item of the Agenda, the release of Members of the Board of Directors and Certified Auditors from any responsibility of indemnity, for the Company's management and the Annual Financial and Consolidated Financial Statements, for the fiscal year ended 31.12.2006, was unanimously approved, with 100% of the present shareholders and votes.
4. On the fourth item of the Agenda, the following auditing companies were nominated for the financial monitoring of the fiscal year 2007:
- "S.O.L. S.A. Certified Auditors" and more specifically, Mr. Alexandros Tziortzis, Reg. No./S.O.E.L. 12371 and Mrs Zoe Sofou, Reg. No./S.O.E.L. 14701, as Regular Auditors and Mrs Maria Haritou, Reg. No./S.O.E.L. 15161 and Mr. George Karamihalis, Reg. No./S.O.E.L. 15931 as Deputy Auditors.
- "Ernst & Young (Hellas) Certified Auditors - Accountants S.A." and more specifically, Mr. Ioannis Mistakidis, Reg. No./S.O.E.L. 16511 as Regular Auditor and Mr. Christos Pelentridis, Reg. No./S.O.E.L. 17831 as Deputy Auditor.
The Auditors' fees will be set according to the current stipulations of the Hellenic Body of Certified Auditors. The relevant resolution was voted for, by shareholders representing 51.536.002 shares (corresponding to 99,05% of the shares with voting rights represented at the GM), whereas shareholders representing 495.542 shares (0,95%) voted against it.
5. On the fifth item of the Agenda, the remuneration of members of the Board of Directors for the fiscal year 2006 was unanimously approved (with 100% of the present shareholders and votes) and the maximum amount of remuneration of members of the Board of Directors for the fiscal year 2007 was pre-approved, based on article 24, paragraph 2 of Codified Law (C.L.) 2190/20 and article 5 of Law 3016/2002. The Board of Directors was authorised to proceed with the required actions for the implementation of the above.
6. On the sixth item of the Agenda, the salary of a Member of the Board of Directors employed by the Company on contract, for the time period 01/07/2007 until the next A.G.M. was unanimously approved, with 100% of the present shareholders and votes.
7. On the seventh item of the Agenda, the A.G.M. unanimously resolved (with 100% of the present shareholders and votes) on the amendment of article 5 of the Company's Articles of Association, regarding share capital, due to its raise, based on the 15/12/2006 Board of Directors' decision - due to the exercise of stock option rights - by the amount of €738 .632,73 in cash payment and the issue of 523.853 newCommon Registered shares with voting rights, of nominal value €2,11 eachand sale price set at:
(i) € 2,93 per share,for 425.149 rights and
(ii) € 2,61 per share, for 98.704 rights.
Subsequently, the Company's total share capital now amounts to
€ 187.441.784,76 andis divided in 132.937.436 Common Registered shares with voting rights, of nominal value € 2,11 each.
8. On the eighth item of the Agenda, permission was granted unanimously, with 100% of the present shareholders and votes, to the Members of the Board of Directors and to the Company's Managers, based on article 23, paragraph 1, of C.L. 2190/1920, to participate in the Board of Directors and/ or the management of other affiliated companies, as per article 42e par.5 of C.L.2190/20 for companies.
9. On the ninth item of the Agenda, there was unanimous approval, with 100% of the present shareholders and votes, for the further Company acquisition of own shares, via the Athens Exchange, of an amount up to 10% of the total currently existing shares, taking into account the shares already purchased by the Company, according to the shareholders' GM resolutions of 30/06/2005 and 28/06/2006, that is, for the purchase of up to 11.612.907 own shares. The maximum purchase price was set at € 18,00 per share and the minimum at € 1,00 per share. The own share acquisition will take place within a period of 12 months from the date this resolution was adopted, namely until June 29th, 2008. (The exact time of implementation commencement of this resolution will be notified in a further Company Announcement.) Moreover, authorisation was granted to the Company Board of Directors for the observation of all appropriate formalities regarding the purchase of own shares, according to the specifics of the Law (article 16, paragraph 5-7 of C.L. 2190/20, as currently valid).
10. Regarding the tenth item of the Agenda, the purchase of a total of 1.315.110 own shares, was announced, with average purchase price € 4,38 per share, while implementing the 28/06/2006 AGM resolution. This item of the Agenda was voted for, by shareholders representing 51.553.682 shares (corresponding to 99,08% of the shares with voting rights represented at the Á GM), whereas shareholders representing 477.862 shares (0,92%) abstained.
11. On the eleventh item of the Agenda, no further announcements than the above, were made.
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