Business Services Industry

The Shareholders of the Hellenic Telecommunications Organization SA Registration Number 347/06/B/86/10 Are Hereby Invited to the Extraordinary General Assembly

Business Wire, Jan 14, 2002

Business Editors

ATHENS, Greece--(BUSINESS WIRE)--January 14, 2002

Hellenic Telecommunications Organization SA (ASE: HTO, NYSE: OTE), the Greek full service telecommunication provider, today announced that its shareholders are invited to the Extraordinary General Assembly.

The Extraordinary General Assembly, which had been scheduled for January 10th 2002, has been postponed due to lack of quorum.

In this respect and pursuant to the Law and the Articles of Association, and following resolution no 2648 (agenda item no 5) of the Board of Directors, dated December 18th 2001, the Shareholders of the Hellenic Telecommunications Organization SA are hereby invited to the Extraordinary General Assembly, to be held on Monday, January 28, 2002, at 16.00 p.m., at the company's Headquarters, 99 Kifissias Avenue, Marousi, in order to discuss and decide on the following:

1) Telephone Directories spin off

a) Approval of the spin off of the telephone directories

division of the societe anonyme "Hellenic Telecommunications

Organization S.A." and contribution to the societe anonyme

"OTE Telephone Directories S.A.". Approval of the draft "Spin

off and Contribution Agreement", and of the financial

statements dated 30/9/2001, attached thereto, as approved by

the Board of Directors during their meeting 2647 of December

5th 2001.

b) Approval of authorization to conclude a notarial act for

the spin off and contribution of the telephone directories

division according to the draft Agreement stated above.

2) International telephony network assets spin off

a) Approval of the spin off of the international telephony

assets of the societe anonyme "Hellenic Telecommunications

Organization S.A." and contribution to the societe anonyme

"OTE INTERNATIONAL SOLUTIONS S.A." Approval of the draft "Spin

off and Contribution Agreement", and of the financial

statements dated 30/9/2001, attached thereto, as approved by

the Board of Directors during their meeting 2647 of December

5th 2001.

b) Approval of authorization to conclude a notarial act for

the spin off and contribution of the international telephony

network assets according to the draft Agreement stated above.

3. Real Estate Assets spin off

a) Approval of the spin off of the real estate assets of the

societe anonyme "Hellenic Telecommunications Organization

S.A." and contribution to the societe anonyme "OTE Real Estate

S.A.". Approval of the draft "Spin off and Contribution

Agreement", and of the financial statements dated 30/9/2001,

attached thereto, as approved by the Board of Directors during

their meeting 2647 of December 5th 2001.

b) Approval of authorization to conclude a notarial act for

the spin off and contribution of the real estate assets

according to the draft Agreement stated above.

4. Approval of the election of a new member of the Board of

Directors of OTE in replacement of a resigned member according to

article 10 para. 4 of the articles of association.

5. Stock option plan to OTE employees, according to

Presidential Decree 30/1988

6. Stock option plan to the managers of OTE's Greek Subsidiaries,

not listed on the ASE, according to Presidential Decree 30/1988

7. Modification of article 5 of the articles of association and

expression of the nominal value of shares and share capital

exclusively in euro, according to Law 2842/2000.

8. Modification of article 2 of the articles of association

9. Codification of the articles of association

10. Various announcements

In order to participate, in person or by proxy, in the said Extraordinary General Assembly, Shareholders:

i. If they have converted their OTE shares into book entry form,

but the said shares are not on their Depository Account,

Shareholders must obtain from their Depository Participant

certification evidencing ownership of shares (which will not

be tradable until conclusion of this General Assembly) and

deposit such certification with the OTE Share Registration

Office (1st floor, 15, Stadiou Street - Athens) at least five

(5) full days prior to the appointed date and time of the

General Assembly

ii. If they have converted their OTE shares into book entry form,

and the said shares are on their Depository Account,

Shareholders must obtain from the Central Securities

Depository Office SA certification evidencing ownership of

shares (which will not be tradable until conclusion of this

General Assembly) and deposit such certification as well as a

duly authorized proxy form, with the OTE Share Registration

Office (1st floor, 15, Stadiou Street - Athens) at least five

(5) full days prior to the appointed date and time of the

General Assembly

iii. If they have not converted their shares into book entry form,

they must deposit their share certificates with any bank in

Greece or abroad, or the Consignations and Loans Fund, or

OTE's Treasury (99, Kifissias Ave. - Marousi), or OTE Share

Registration Office (1st floor, 15, Stadiou Street - Athens)

at least five (5) full days prior to the appointed date and

time for the Ordinary General Assembly. By the same deadline,

Shareholders must also have deposited their Share Depository

 

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