PANAFON HELLENIC TELECOMMUNICATIONS COMPANY SA
2 September 1999
Shareholders invitation to the Annual General Meeting of the Societe
Anonyme under the name 'PANAFON Hellenic Telecommunications
Company S.A' and Distinguishing Title 'PANAFON'
Following the Board of Directors resolution on September 2nd 1999, and according
to the Greek Law 2190/1920 for limited companies, and the Company's Articles of
Association, Panafon S.A, Shareholders are invited to attend the Annual General
Meeting. The Meeting will take place according to the approval K2-8174/15-7-99
of the Minister of Development and Article 25 of KN2190/20, on Wednesday
September 29th 1999, at 13:30pm at the Athens Hilton hotel, 46 Vas.
Sofias ave, Terpsihori room. The items for the Agenda of the Annual General
Meeting are as follows:
Items for the Agenda of the Annual General Meeting of the Shareholders
of PANAFON S.A.,
1) Increase of the company's share capital by capitalization of retained
earnings and distribution of one (1) new share for one (1) old share.
Modification of the Article 5 of the Company's Articles of Association and
Codification of the Articles of Association.
2) Submission for approval of the annual financial statements of the sixth
fiscal year of the Company from 1-1-1998 to 31-3-1999, the Management Report of
the Board of Directors for the aforementioned fiscal year and the Report of the
Certified Auditors.
3) Submission for approval of the consolidated financial statements of the
Company for the period from 1-1-1998 to 31-3-1999 and the relevant
management report of the Board of Directors and of the Certified Auditors.
4) Dividend distribution for the fiscal year of the Company from 1-1-1998 to
31-3-1999.
5) Release of the Members of the Board of Directors and the Auditors from any
responsibility for compensation for the financial statements and the
consolidated financial statements and the Company management for the fiscal year
from 1-1-1998 to 31-3-1999.
6) Election and approval of remuneration for the regular and substitute
Certified Auditors for the fiscal year from 1-4-1999 to 31-3-2000.
7) Approval of the expenses incurred for the installation of base stations,
that for several reasons did not operate or stopped operating.
8) Ratification of the election of two (2) new Members of the Board of
Directors, replacing the resigned Members Mr Christopher Charles Gent and Mrs
Chantal Crave, respectively.
9) Approval of the annual remuneration of the employees Members of the
Board of Directors of the Company for the fiscal year 1998, and
approval of their remuneration for the current fiscal year.
1O) Approval of the participation of the Members of the Board of
Directors and the Executive Officers to other Companies with similar
objectives, according to article 23 of the L 2190/20.
11) Approval of Agreements concluded between the Company and Intracom
S.A.
12) Grant of share option to employees of the Company.
13) Announcements and other relevant items.
Shareholders and/or their authorised attorneys in order to have the
right to vote at the Annual General Meeting must, according to the
Greek Law and the Company's Articles of Association, deposit their
shares with the Company or the Greek National deposits and loans fund
or a bank based in Greece. Shareholders that are based abroad should
deposit their shares with a certified bank 'in their Country of
residence and submit to the Company certificates verifying the deposit,
five (5) days before the Annual General Meeting.
Those Shareholders who have dematerialized their shares in order to
have the right to vote at the Annual General Meeting must, according to
the Greek Law and the Company's Articles of Association, declare the
number of shares they wish to bind, to the dealer of their account
(security house, or the Greek Central Securities Depository in the case
where they have deposited their shares with it) and acquire a receipt
verifying the binding of their shares.
Note: Shareholders that have dematerialised their shares will be
accepted at the Annual General Meeting only if they provide receipts
verifying the binding ot their shares that were issued in due time (5
days before the AGM).
Maroussi, 2-9-1999