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Panafon Hellenic Tel (PFHD)

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Thursday 15 March, 2001

Panafon Hellenic Tel

Notice of EGM

Panafon Hellenic Telecom Co S.A.
15 March 2001



15 March 2001



 Shareholders invitation to the Extraordinary General Meeting of the Societe
   Anonyme under the name 'PANAFON Hellenic Telecommunications Company S.A'


Following the Board of Directors resolution on the 9th of March 2001, and
according to the Greek Law 2190/20 for limited companies and the Company's
Articles of Association, Panafon S.A. Shareholders are invited to attend the
Extraordinary General Meeting, which will take place on Wednesday 4th of April
2001, at 12.00h, at the cinema AGORA LUX, 10-12 Kifissias Ave, Athens, Greece,
with the following items of the Agenda:


Items of the Agenda of the Extraordinary General Meeting of the Shareholders
of PANAFON S.A.


1.      Approval of the Contract and the Deed for the merging by absorption of
the company 'PANAFON EMPORIKI S.A.' by the company 'PANAFON S.A.', and
approval of the provisional financial statement of 31st October 2000, as well
as, authorization to a representative for the signing of the deed and any
other necessary documents for the completion of the above merging.



2.      Approval of the Contract and the Deed for the merging by absorption of
the Company 'UNIFON S.A.' by the company 'PANAFON S.A.', and approval of a)
the provisional financial statement of 31st October 2000, b) the Report of the
Board of Directors, c) the audit and valuation certificates, as well as
authorization to a representative for the signing of the deed and any other
necessary documents for the completion of the above merging.



3.      Increase of the Company's share capital.



4.      Amendment of the art. 5 of the Company's Articles of Association,
following the abovementioned increase of its share capital.



5.      Expansion of the Company's object and amendment of the art. 2 of the
Articles of Association.



6.      Disposal of fractional rights on new shares and settlement of Stock
Exchange matters.



7.      Approval of the actions and statements of PANAFON's members of the
Board of Directors, its employees and proxies, concerning the merging by
absorption of PANAFON EMPORIKI from PANAFON.



8.      Approval of the actions and statements of PANAFON's members of the
Board of Directors, its employees and proxies, concerning the merging by
absorption of UNIFON from PANAFON.



9.      Approval of an Employment Agreement between PANAFON S.A. and a member
of its Board of Directors.

10.  Authorization to the Board of Directors in order to proceed with all the
necessary actions for the completion of the merging.



11.  Election of the new Members of the Board of Directors.



12.  Approval of a contract between PANAFON S.A. and INTRAKOM S.A.



13.  Amendment of terms of the Management share option scheme 1998, and
ratification of the 7/9/2000 Board of Directors resolution, concerning the
granting of new options under conditions, according to art. 9 of the
Management Share Option Scheme.



14.  Announcements and other relevant items.



Shareholders and / or their authorised attorneys in order to have the right to
vote at the Extraordinary General Meeting must, according to the Greek Law and
the Company's Articles of Association, declare the number of the
dematerialized shares they wish to bind, to the dealer of their account
(security house, or the Greek Central Securities Depository in the case that
they have deposited their shares with it), and acquire a receipt verifying the
binding of their shares five (5) days before the Extraordinary General
Meeting, and must deposit their proxies with the Company within the same
deadline.



Note:    Shareholders that have dematerialised their shares will be accepted
at the Extraordinary General Meeting only if they provide receipts verifying
the binding of their shares that were issued in due time (5 days before the
EGM).



                             Marousi,   9/3/2001

                            The Board of Directors



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