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Invitation of shareholders to the Extraordinary Shareholders Meeting
According to prevailing legislation, the Company� Articles of Association and the decision dated 22-10-2008, the Company� shareholders are invited to the Extraordinary Shareholders Meeting on Monday, November 17, 2008, at 10:00 a.m. at the Company� premises at the Municipality of Peania, Attica (19th klm Peania – Markopoulo Av, B�Section, on the right hand side for those heading from Peania to Markopoulo), to discuss and decide the following issues of agenda:
AGENDA
1. Decide on the undertaking of the state and private construction works sector of the Company by the name «CYBARCO TECHNICAL SOCIETE ANONYME» with distinctive title «CYBARCO SA», pursuant to the provisions of Law 2166/1993 and receive approval of the terms and conditions of the respective undertaking agreement.
2. Decide on the undertaking of the state and private construction works sector of the Company by the name «T. KARAGIANNIS TECHNICAL SOCIETE ANONYME» with distinctive title «T. KARAGIANNIS SA», pursuant to the provisions of Law 2166/1993 and receive approval of the terms and conditions of the respective undertaking agreement.
3. Decide on the undertaking of the state and private construction works sector of the Company by the name «EUROKAT ETECHNICAL SOCIETE ANONYME» with distinctive title «EUROKAT SA», pursuant to the provisions of Law 2166/1993 and receive approval of the terms and conditions of the respective undertaking agreement.
4. Provide power of attorney for the signing of the notary deed of the undertaking of the aforementioned sectors as well as for any other action required for the completion of the undertaking process.
5. Share Capital Increase of the Company, due to the undertaking of the aforementioned sectors of the aforementioned companies and due to capitalization of reserves and rounding from the �hare Premium�account. Amendment of article 5, par. 1 of the Company� Articles of Association re the Share Capital.
6. Codification of the Company� Articles of Association to a unified text
7. Decide on the Company� own share buyback program of up to 10% of the Company� outstanding shares, pursuant to article 16 of codified Law (c.l.) 2190/1920, as in effect, and identifying the terms. Provide power of attorney to the Board of Directors in order to comply with all legal disclosures and other by law requirement (article 16 C.L. 2190/20).
8. Other Issues
In case of no-quorum, as required by the law and the company� articles of association, for deciding on all or part of the daily agenda issues, shareholders are invited to a 1st Repeat General Meeting to be held on Monday, December 1, 2008 at 10:00 a.m at the same, as mentioned above, location without any additional invitation.
In case of no-quorum, as required by the law and the company� articles of association, for deciding on all or part of the daily agenda issues during the 1st Repeat General Meeting, shareholders are invited to a 2nd Repeat General Meeting to be held on Monday, December 15, 2008 at 10:00 a.m at the same, as mentioned above, location without any additional invitation.
All company� shareholders may participate and vote in the General Meeting, either in person or via proxy, with no exemptions by signing the relevant proxy statement which is available at the Company� website (www.intrakat.gr). Each share carries one voting right.
Shareholders who intent to participate to the General Meeting, should block all or part of their shares through their operator at the Dematerialized Securities Systems (D.S.S.) or though �ellenic Exchanges Holding SA�(ex Central Securities Depository) should their shares be in the Special Securities Account at D.S.S. and receive a blocking certificate, issued by the operator which they should then submit, together with any other letters of attorney to the Company� head offices (19th klm. Peania �Markopoulo Ave, Peania, tel. ++30 210 6674346) within at least five (5) days prior to the date set for the General Shareholders Meeting.
During the same deadline all shareholders must submit to the Company all legal representation documents of their proxy holders. The same holds also in the case of any Repeat General Shareholders’ Meetings.
Notification Re the Resolutions of the Ordinary General Shareholders’ Meeting
It is hereby announced by INTRACOM CONSTRUCTIONS S.A., TECHNICAL PROJECTS & STEEL CONSTRUCTIONS, and trade name INTRAKAT, that the Ordinary General Shareholder Meeting convened on 23 June 2008, during which fourteen (14) shareholders attended in person or by duly submitted representation, representing 77.231% of the share capital, namely 37,539,288 shares of a total 48,606,250, made the following decisions on issues of the daily agenda:
1. Approved the Company and Group Financial Statements for Company Fiscal Year from 1 Jan 2007 to 31 Dec 2007, along with the respective Reports by the BoD and the Chartered Accountant Auditors, by 100% of the shareholders that were present.
2. Approved the discharge of Board of Directors members and the Chartered Accountant-Auditor from any liability for damages regarding the Company� management, the Company and Group Financial Statements, respectively, during the said Company Financial year from 1 Jan 2007 to 31 Dec 2007 by 100% of the shareholders that were present.
3. Approved the appointment of SOL S.A. CERTIFIED PUBLIC ACCOUNTANTS – AUDITORS to audit the Company and Group financial statements for the Company Financial Year from 1 Jan 2008 to 21 Dec 2008, by 100% of the shareholders that were present.
4. Approved the distribution of the Company� results from the Company Fiscal Year form 1 Jan 2007 to 31 Dec 2007 and the dividend distribution for financial year 2007, amounting to EUR 0.015 per share, namely a total of EUR 729,093.75, from the taxed extraordinary reserve from previous fiscal years. Holders of Company shares at the end of Athens Exchange session on 11 August 2008 will be eligible for the said dividend. As of 12 August 2007, shares will be traded without the dividend rights for the financial year 2007. The starting date for dividend payments is Tuesday, 21 August 2007. The dividend will be paid according to the Procedure of the Athens Exchange and HELEX (HELLENIC EXCHANGES S.A.), through EFG EUROBANK ERGASIAS. The decision was taken by 100% of the shareholders that were present.
5. Elected the new 11-member Board of Directors, with five year term, consisting of Messrs Sokrates Kokkalis son of Petros, Dimitrios Klonis son of Christos, Alexnadros Mylonakis son of Emmanouil, Petros Souretis son of Konstantinos, Nicolas-Socrates Lamproukos son of Dimitrios, Evangelos Sakkas son of Panagiotis, Georgios Anninos son of Aristotelis, Aristotelis Aninnos son of Georgios, Anastasios Stoufis son of Miltiadis, and from the above Messrs Anastasios Stoufis son of Miltiadis and Ioannis Chrisikopoulos son of Konstantinos were elected as �ndependent non-executive members�of the Board of Directors by 100% of the shareholders that were present.
6. Pre-approved the amount of EUR 100,000 which concerns the compensation of Company BoD members for the time they will spend in BoD Meetings during 2008 and in general performing their duties, according to Article 5 of Law 3016/2002 on Corporate Governance, as in force, by 100% of the shareholders that were present.
7. Granted permission according to Article 23, paragraph 1 of Codified Law 2190/1920: (a) to members of the Board of Directors to take actions on their own behalf or on behalf of others that are in line with any of the objectives sought by the Company, as well as to participate as equal partners in companies having similar objectives and (b) to the Company Directors to participate in the share capital and/or Board of Directors of companies associated with the Company, by 100% of the shareholders that were present.
8. Approved the decision dated 31 December 2007 by the Board of Directors, extending the deadline for distributing the indisposed amount of EUR 395,500.00 of the capital that was drawn from the share capital increase to 30 June 2008: from (a) INTRAKAT that was decided during the Company� Extraordinary General Shareholder Meeting on 20 September 2001, and amended later during the shareholder meetings dated 27 December 2002, 23 June 2003, 22 December 2003, 24 June 2004, 14 February 2005, 27 June 2005, 9 February 2006, 4 December 2006 and 28 June 2007 and (b) INTRAMET that was absorbed by INTRAKAT during the Company’s Extraordinary General Shareholder Meeting decided on 8 January 2004 and later amended during its shareholder General Meeting on 25 June 2004 and 20 April 2005, as those were formed on 31 December 2007, as well as the distribution list of the above drawn capitals, as it was formed on the completion of their distribution, by 100% of the shareholders that were present.
9. Approved the increase of the Company� share capital to the amount of EUR 8,749,125 via rights issue and issuing 29,163,750 new common registered shares with a nominal value of EUR 0.30 each, with pre-emptive rights in favour of existing shares at a ratio of 3 new shares for every 5 old shares, and the Board of Directors was authorised to decide on all necessary actions for the completion of the respective procedure and approved the relevant amendment of Article 5, paragraph 1 of the Company’s Articles of Association on Share Capital, by 100% of the shareholders that were present.
10. Approved the amendment, completion, deletion and renumbering of the provisions of the Company’s Articles of Association for functional reasons and compliance to Law 3604/2007, which amended Codified Law 2190/1920 on S.A. Companies and the codifications of the Company’s Articles of Association into one single text.
11. Approved the signing of agreements, in application of Article 23a of Codified Law 2190.1920, as in force, by 100% of the shareholders that were present.
12. Approved the proposal of the Board of Directors not to bring for discussion and decision-making the twelfth issue on the agenda: Approval of a programme on stock option rights for Company shares to individuals mentioned in Article 13, paragraph 13 of Codified Law 2190/20, as in force, by 100% of the shareholders that were present.
13. Approved the delivery of information to Company shareholders by the Company via the use of electronic means, pursuant to the provisions of Article 18 of Law 3556/2007, transparency requirements for information concerning share issuers whose mobile assets have been listed for trading on an organised market and other provisions by 100% of the shareholders that were present.
14. There were no other announcements to the Shareholders regarding the fourteenth issue on the agenda.