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Monday, 30 June 2003
+++ Resolutions of the Ordinary General
Assembly of INTRACOM's shareholders of June 30, 2003
+++
We hereby inform you that today's
Ordinary General Assembly of Shareholders of INTRACOM
resolved upon all items of the Agenda of 6.6.2003, except
for the 7th item (Modification of clause 5 of the Company's
Article, about the share capital due to equity options)
for which a high quorum is required.
Therefore, the Assembly of shareholders
will come back with a 1st Follow-up Assembly, following
a new invitation by the Board of Directors, within the
time limit foreseen by Regulation Κ.Ν. 2190/20.
For the remaining items of the Agenda
of 6.6.2003, the Ordinary General Assembly took the
following decisions:
1. It approved and confirmed the company's
annual financial Statements for 2002, as they were composed
and announced by the Company's Board of Directors.
Regarding the dividend(s) for the
financial year 2002, the Ordinary General Assembly of
the Company's shareholders approved the distribution
of dividends at 0,20, per share. Beneficiaries
of the dividends are the shareholders of the company
as of the end of the Athens Stock Exchange session of
June 30th, 2003. From Tuesday July 1st, 2003 the company's
shares will be negotiated in the Athens Stock Exchange
with no right to dividends for the financial year 2002.
The precise date for commencing the
deposit of dividends as well as the terms for their
deposit will be defined by a new resolution of the Company's
Board of Directors, which will be announced in the Press.
2. It approved and confirmed the Consolidated
Financial Statements of the Company for the financial
year 2002 as they were composed and published by the
Company's Board of Directors.
3. It exonerated the Members of the
Board of Directors and the Certified Auditor-Accountants
from any responsibility for the management of the Company,
the Financial Statements and the Consolidated Financial
Statements for the financial year which ended on 31.12.2002.
4. It elected the Main and Substitute
Certified Auditor-Accountants for the control of the
financial year 2003, as follows:
(i) From the Company "Σ.Ο.Λ.
Α.Ε. ΟΡΚΩΤΩΝ ΟΡΚΩΤΩΝ ΕΛΕΓΚΤΩΝ - ΛΟΓΙΣΤΩΝ",
- Primary Auditor, Mr. Alexandros Tziortzis
- Secondary Auditor, Mrs. Zoi D. Sofou
(ii) From the Company "ERNST
& YOUNG HELLAS CERTIFIED AUDITOR-ACCOUNTANTS S.A.
- Primary Auditor, Mr. Panagiotis Papazoglou
- Secondary Auditor, Mr. Christos Glavanis.
5. It confirmed the election of Mr.
Georgios Deligiannis, as a new Member of the Company's
Board of Directors and its 4th Vice Precident, which
took place on May 30, 2003 for the remaining term of
the year. He is elected in replacement to the resigned
Mr. Karolos Gikas,.
6. It elected a new 9-member Board
of Directors, comprising of:
Mr Socratis Kokkalis, Mr Konstantinos Dimitriadis, Mr
Konstantinos Tsoukalidis, Mrs Feroniki Tzavella, Mr
Georgios Deligiannis, Mr Georgios Anninos, Mr Dimitrios
Klonis, Mr Christos Chalkias, Mr Dimitrios Chatzigrigoriadis.
The term of the above Board of Directos
is five years until 30.6.2008.
From the above elected members the
General Assembly, in applying clause 3 of the Regulation
Ν. 3016/2002, appointed Mr. Christos Chalkias and Mr.
Dimitrios Chatzigrigoriadis, as Independent non-executive
Members of the Board of Directors.
7. It modified the following clauses
of the Article:
Regarding the confirmation of copies
or abstracts of the Board of Directors Proceedings or
of the General Assembly of the shareholders of the Company
- clause 17 paragraph 3
"The copies and abstracts of
the proceedings are confirmed by the President of the
Board of Directors or by the senior Vice President of
the Board of Directors"
- clause 25 paragraph 2
"Copies and abstracts of the
proceedings of the Board of Directors are confirmed
by the President of the Board of Directors or by the
senior Vice President of the Board of Directors"
Regarding the maximum
number of Members of the Board of Directors.
- clause 19 paragraph 1
"The Company is directed by the
Board of Directors which consists of three (3) to eleven
(11) board members"
Regarding the number
of Vice Presidents of the Board of Directors.
- clause 21 paragraph 1
"The Board of Directors, immediately
after its election, convenes, forms a body and elects
its President and Vice President. The maximum number
of Vice Presidents of theBoard of Directors is four
(1st, 2nd, 3rd, 4th Vice Presidents)"
- clause 21 paragraph 3
"The President of the Board of
Directors chairs the Assemblies. When the President
is absent or hindered from being present, his authorities
are taken over by the senior Vice President, and when
he is in hindrance, the next in order and so on. When
even the last Vice President is in hindrance, the President
of the Board of Directors is replaced, by a resolution
of the Board of Directors, by the Managing Director
(Chief Executive) or another Director appointed by him."
8. It approved: a) the already paid
monthly salaries of the Members of the Board of Directors
who dependents of the Company, following the resolution
of the Ordinary General Assembly of the Company's shareholders
of 24.5.2002, and b) the renewal of their working contracts
for the current financial year. Also, it was decided
that the monthly salaries of the Members are not to
be increased during the current financial year.
9. It allowed, according to clause
23 paragraph 1 of the Regulation Κ.Ν. 2190/1920, the
Members of the Board of Directors and the Directors
of the Company to participate in Board Meetings or in
the Management of other companies who pursue similar
objectives.
10. It announced the list of shareholders
from which the Company acquired its own shares, in accordance
to the resolution of the Extraordinary General Assembly
of its shareholders on March 19, 2002.
Finally, various announcements where
made to the shareholders regarding the Company.
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