Panafon Hellenic Telecom Co S.A.
5 November 2001
Shareholders invitation for the convocation of an Extraordinary General Meeting
of the Societe Anonyme under the name 'PANAFON Hellenic Telecommunications
Company S.A'
Following the Board of Directors resolution of November 2nd 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 Monday 26th of November 2001, at
11.00h, at the cinema <>, Hall No 6, located at 4,
Granikou & Fragoklissias, Marousi, 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 MULTIMEDIA S.A.' by the company 'PANAFON S.A.', and approval
of the provisional financial statement of 30/06/2001, as well as, granting of
authorisation 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 'NEXTNET S.A.' by the company 'PANAFON S.A.', and approval of a) the
provisional financial statement of 30/06/2001, b) the Report of the Board of
Directors, c) the audit and valuation certificates, as well as granting of
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 a) by the amount of the contributed
capital due to the aforementioned merger with NEXTNET S.A. by deducting the
amount equal to the nominal value of the shares owned by PANAFON S.A., and b)
by capitalisation of part of the retained earnings, for the rounding up of
the nominal value of the shares and the conversion of the share capital in
Euro.
4. Amendment of the art. 5 of the Company's Articles of Association, following
the aforementioned increase of its share capital.
5. Realisation of fractional rights on new shares and settlement of Stock
Exchange issues.
6. 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 MULTIMEDIA S.A. by PANAFON.
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
NEXTNET S.A. by PANAFON.
8. Authorization to the Board of Directors in order to proceed with all the
necessary actions for the completion of the merging.
9. Approval of the amendment of the loan agreement between PANAFON and one of
its founders VODAFONE GROUP PLC.
10. 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 that 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, 2/11/2001
The Board of Directors
DRAFT OF CONTRACT FOR THE MERGER BY ABSORPTION OF A
SOCIETE ANONYME.
Today, 20th July of the year 2001, in Marousi.
BY AND BETWEEN
The Societe Anonyme, under the name 'PANAFON HELLENIC TELECOMMUNICATIONS
COMPANY SA', with registered offices in Marousi Attiki, at 44, Kifissias Avenue,
and number of Registy of Societe Anonymes is 26089/06/B/92/01, legally
represented by Mr. George Koronias who has been authorized for the signing of
the present contract by virtue of the Minutes the company's Board of Directors,
dated 20/7/2001, hereafter shall be called 'The Absorbing Company' and
The Societe Anonyme under the name 'NEXTNET SOCIETE ANONYME PROVISION OF
TELECOMMUNICATION SERVICE- VENDING AND INSTALLMENT OF EVERY KIND OF
TELECOMMUNICATION EQUIPMENT' with registered offices in Glyfada, Attikis, at
187, Vouliagmenis, Ave. and registered number of Registry of Societe Anonymes
29310/06/B/93/03, legally represented by Mr. Andreas Korasidis, who has been
authorized for the signing of the present contract by virtue of the Minutes of
the Board of Directors dated 20/7/2001, hereafter shall be called 'The Absorbed
Company' Declare the following:
a) The Boards of Directors of the contracting parties of the aforementioned
companies came to negotiations in regard with the merger by acquisition of
the latter by the former, considering this merger to be expedient and
beneficial for the shareholders, the clientele and the employees of these
companies, due to the unification of the respective business activities of
the companies being merged, which will result to the expansion of their
activities, their uniform and flexible administration, significant reduction
of their running expenses and costs, upgrade of the services provided and
consequently the improvement of their financial results.
The merger will further enhance the effectiveness of management through a
unified administration and the exploitation of the high-quality executives of
the companies being merged, and it is another step to the realization of the
developing strategy of 'PANAFON SA' for a unified network for the promotion
of its services, which must respond to the needs of a fast developing market
with a variety of new high quality services.
b) The contracting companies declare that they both have knowledge of the exact
size of the assets of each other based on the Transitional Balance Sheet and
the Financial Statements of 30th June 2001, which have been drafted according
to the provisions of L. 2166/93 and L. 2190/1920 and the Report concerning
the companies' property drafted by the Auditors' company under the name
'COOPERATING AUDITORS - Auditors Limited Company' and specifically by the
Auditor, Mr. Gregorios Stamatis.
c) The Absorbing Company's share capital amount to fifty nine billions, twenty
millions nine hundred sixty six thousand seven hundred fifty eight
(59,020,966,758) GRD fully paid up and is divided in five hundred thirty four
millions one hundred twenty six thousands three hundred ninety six
(534,126,396) ordinary registered shares, of nominal value one hundred ten
point five thousand (110,5000) GRD each.
d) The Absorbed Company's share capital amount to one billion seventy-five
millions (1,075,000,000) GRD fully paid up and is divided in ten millions
seven hundred and fifty thousands (10.750.000) ordinary registered shares, of
nominal value one hundred (100) GRD each.
Already, in view of the above, the aforementioned contracting companies, have
formed this draft of a Merger Contract by Acquisition, according to Regulatory
Law 2166/93 in combination with the provisions of the Regulatory Law 2190/1920
concerning societe anonymes, which is as follows:
1. Absorbing Company is the societe anonyme, under the name 'PANAFON HELLENIC
TELECOMMUNICATIONS COMPANY SA', with registered offices are in Marousi
Attiki, at 44, Kifissias Avenue, and the register number of the Societe
Anonymes Registry is 26089/06/B/92/01 and Absorbed Company is the societe
anonyme, under the name 'NEXTNET SOCIETE ANONYME PROVISION OF
TELECOMMUNICATION SERVICES PROVISION VENDING AND INSTALLMENT OF EVERY KIND OF
TELECOMMUNICATION EQUIPMENT' with registered offices in Glyfada, Attiki, at
187, Vouliagmenis Ave. and the register number of Societe Anonymes Registry
is 29310/06/B/93/03.
2. The Absorbing Company will not issue new shares in ratio to the percentage of
its participation in the share capital of the Absorbed Company, which is
twenty point ten per cent (20,10%), due to the fact that the right for
issuing new shares according to the above percentage is written-off due to
the merger by acquisition, pursuant to the provisions of articles 16 and 75
par. 4 of Law 2190/1920 since the Absorbing Company owns the percentage of
twenty point ten per cent (20,10%), that is equal to the two million one
hundred sixty thousand eight hundred seventy nine (2,160,879) of the shares
of the Absorbed Company. The two million one hundred sixty thousand eight
hundred seventy nine (2,160,879) shares of the Absorbed Company, equal to
20,10% of the share capital, and owned by the Absorbing Company, will be
cancelled upon the completion of the merger as having no value anymore.
3. The Capital of the Absorbing Company and the respective subscriptions from
the merger, due to the exchange ratio of the shares, per par. 5 and the
cancellation, due to amalgamation, of the two million one hundred sixty
thousand eight hundred seventy nine (2,160,879) shares of the Absorbed
Company, which belong to the Absorbing Company, (of overall nominal value
216,087,900 GRD), will be as follows, and the share capital of the Absorbing
Company will be increased with a modification of the respective article 5 of
its Articles of Association as follows:
The share capital of the Absorbing Company amounting to fifty nine billions
twenty millions ninety sixty-six thousands seventy hundred fifty eight GRD
(59,020,966,758) is increased upon completion of the merger by the amount of the
share capital of the Absorbed Company, amounting to one million seventy-five
millions GRD (1,075,000,000). However, because the Absorbing Company owns
2,160,879 shares of the Absorbed Company of nominal value 100 GRD each, and in
total two hundred and sixteen million eighty seven thousand nine hundred GRD
(216,087,900). which are cancelled due to amalgamation, the share capital of the
Absorbing Company will be increased eventually due to the merger by eight
hundred fifty eight million nine hundred and twelve thousands one hundred GRD
(858,912,100) (namely: 1,075,000,000 - 216,087,900) and will amount to fifty
nine billions eight hundred seventy nine millions eight hundred seventy eight
thousands eight hundred fifty eight GRD (59,879,878,858).
Pursuant to international standard valuation methods amongst which: a) an
analysis of indices of comparable companies and transactions in Greece and
abroad, b) the method of capitalization of profits c) the stock exchange company
value, the value ratio between the Absorbing and the Absorbed companies was
estimated by the Boards of Directors of the merging companies, to be
46,4496054561394000 to one (1) respectively. However, the above value ratio
(46,4496054561394000 to 1) of the Absorbing Company and the Absorbed one after
the writing-off of the participation of the Absorbing Company in the Absorbed
Company due to consolidation and therefore after the cancellation of the
2.160.879 shares of the Absorbed Company, which belong to the Absorbing Company,
comes to be 58.13554828875950000 to one (1) respectively.
The above value ratio was deemed reasonable and fair according to the ratio
assignment Report of the values of the merging companies, which was elaborated
by the 'KPMG KYRIAKOU CONSULTANTS SA', with distinctive title 'KPMG SA', and
specifically by the certified auditor Mr. Giagos Charalambous.
Given that the mutual intention of the merging companies is:
a) The number of the shares owned by the shareholders of the absorbing company
will remain as it is, namely 534.126.396, and will be divided to the
shareholders of the absorbed company 534.129.396 (543.314.000 x
58,13554828875950000:59,13554828875950000) ordinary registered shares and to
the shareholders of the absorbing company 9.187.604 (543.314.000 x
1:59,13554828875950000) ordinary registered shares.
b) The nominal value of the absorbing company will be specified equal to 0,33
Euro, which is 112,4475 drs, the share capital of the absorbing company will
raise further for one billion two hundred fourteen million four hundred
twenty two thousand one hundred fifty seven (1.214.422.157) drs with
capitalisation of the respective amount from the remaining profits anew, of
the accounting period 1-4-2000 to 31-3-2001. Thus the capital stock of the
Absorbing Company will eventually amount to sixty one billion ninety four
million three hundred one thousand fifty five drs (61.094.301.015) or one
hundred seventy nine million two hundred ninety three thousand six hundred
twenty Euro (179.293.620) common registered shares and will be divided to
five hundred forty three million three hundred fourteen thousand
(543.314.000) common registered shares, of nominal value of par value
112,4475 or 0,33 Euro each.
Following the above a fair and logical exchange ratio of the 543.314.000
shares of the absorbing company after the conclusion of the merger will be
divided: a) for the shareholders of the absorbing company the numerical ratio
1:1 meaning that each shareholder of the absorbing will exchange 1 ordinary
share of nominal value 110,50 drs with one ordinary share of nominal value
112,4775 drs or 0,33 Euro and b) for the shareholders of the absorbed
company, the numerical ratio 1:1,0696791907, meaning that each shareholder of
the absorbed company (except of the shareholders of Panafon S.A.) will
exchange 1 ordinary share that owns with 1,0696791907 ordinary registered
share of the absorbing company of nominal value 112,4775 drs or 0,33 Euro.
4. Taking into account the entry of the decision approving the merger in the
Limited Companies Register according to article 75 par. 1 of the Law
2190/1920, as currently in force, the Absorbing Company will take legal
actions so that the new shares (dematerialized securities), which will be
issued due to the increase of the share capital that will derive from the
absorption of the property of the Absorbed Company as it is determined in
detail in par. 5 of this contract, will get properly credited to the
securities accounts of the shareholders of the Absorbing Company and the
Absorbed Company.
5. Upon completion of this merger, the Absorbed Company will be desolated
without a liquidation procedure to follow and its shares will be cancelled.
6. The entirety of its property (assets and liabilities), as shown in the
Balance Sheet dated 30/6/2001, will be transferred to the Absorbing Company
as being data of Balance Sheet. Moreover the movables, machinery, cars,
trademarks, domain names, leasing contracts, subleases and rights of any
kind, licenses, classifications under any expansion laws, motives, contracts
of any kind, its participations in other companies, as well as the claims and
demands of the Absorbed Company.
The Absorbing Company undertakes and accepts with the present contract, but
also by virtue of law, the entirety of the obligations and liabilities of the
Absorbed Company, and so upon completion of the merger there will be a
legitimate transfer, equal to complete succession.
7. It is agreed upon that the new shares, which will be credited to the
shareholders of the Absorbed Company according to the law, will provide a
right of participation in the profits of the Absorbing Company from the
fiscal year 2001-2002.
8. From 1/7/2001 and thereafter, all actions of the Absorbed Company are
considered as done on behalf of the Absorbing Company, and their amounts will
be transferred with a consolidated entry in the books of the Absorbing
Company according to the provisions of L.2166/93. From that same date the
financial results that will derive until the completion of the merging are in
favor or encumber the Absorbing Company.
9. There are no shareholders of the Absorbed Company who have any special
rights, nor are they holders of any other securities except of shares.
10. No special privileges for the members of the Boards of Directors and the
regular auditors of the merging companies, are provided by their Articles of
Association or the decisions of the General Meetings of their Shareholders,
nor are such privileges granted to them by this contract of merger by
acquisition.
11. The merger provided in this Merger Contract will be regulated by articles
1-5 of L.2166/1933 and the provisions of articles 69-77 of Law 2190/1920, as
currently in force.
12. The description of real estates, machinery, cars, fixed assets etc. that are
transferred to the Absorbing Company, as well as the lease contracts of its
branches, and the participations of the Absorbed Company in other companies,
will be concluded with the Public Notary's merging deed.
In witness of the above agreed herein, the contracting companies signed, through
their legal representatives, this Merger Contract by Acquisition in five (5)
identical copies, and, each one of them got one copy, and the rest will be
submitted to the competent Supervising Authority, pursuant to the law.
Marousi, 20/07/2001
THE CONTRACTING PARTIES
ON BEHALF OF PANAFON SA ON BEHALF OF NEXTNET SA
George Koronias Thomas Papaspyrou