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Thursday, 27 October 2005
+++ Resolutions of the First Repetitive Meeting of the
October 10, 2005 Extraordinary General
Assembly of INTRACOM shareholders,
held on October 27, 2005. +++
According to article 279 of the current Athens Exchange
Regulations, INTRACOM announces that during the First Repetitive Meeting
of the October 10, 2005 INTRACOM shareholders' Extraordinary General Assembly,
held on Thursday, October 27th, 2005, attended by shareholders and their
representatives holding 69.091.629 Common Registered shares with voting
rights, of a total of 131.258.772 such shares (quorum percentage 52,64%),
discussions took place and resolutions were made on the items of the Agenda,
as follows:
1. On the first item of the Agenda, a Stock Option programme
was approved under the following main terms:
- The Stock Options to be made available will not exceed 650.000, that
is, approximately 0,50% of the total number of Company shares (131.258.772).
- The price per option will be €2,93 - a preferential rate, as
in the previous Programme.
- Managers and other executives of the Company and associated companies
are entitled to this Programme, based on article 42e of paragraph 5,
C.L. 2190/20.
- The exact number of stock options that will be granted to every entitled
party will be set by the Company management, according to the entitled
person's position, productivity and overall presence in the Company.
- The exercise of these stock option rights will take place during the
first fortnight of December 2006. The rights may be fully or partially
exercised within a period of five years from the above date, that is,
from December 2006 until December 2011, but only during the first fortnight
of December of each year. After this deadline, the rights may not be
exercised.
The Company Board of Directors was granted authorisation
to draft the relevant Regulations of the Stock Options Programme and deal
with any other detail that arises in relation to the Programme.
The relevant resolution was voted for by shareholders representing 62.777.722
shares (corresponding to 90,86% of the shares with voting rights represented
at the Meeting).
2. On the second item of the Agenda, there was a unanimous
decision on:
a) Company share capital raise with the capitalization of the reserve
from the issue of shares above par, by the amount of €99.756.666,72.
The increase of share capital will be realised with a corresponding increase
in the nominal value of shares from €2,11 to €2,87 and
b) an equal reduction of the Company share capital, in order to cover
the debit balance of the account "profits carried forward" that
resulted from the application of the International Financial Reporting
Standards (change of accounting principles). The share capital decrease
will be realised with a corresponding decrease in the nominal value of
shares from €2,87 to €2,11.
Following the above increase and simultaneous decrease, the Company share
capital amounts to €276.956.008,92, divided in 131.258.772 Common
Registered shares with voting rights, of nominal value €2,11 each.
Finally, the shareholders Meeting decided, also unanimously,
on the corresponding amendment of article 5 of the Company's Articles,
regarding share capital, as well as the provision of authorisation to
the Company Board of Directors for the execution of these resolutions.
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