MTA » Topics » FORM OF CORPORATE APPROVALS REQUIRED BY THE SELLER

This excerpt taken from the MTA 20-F filed May 11, 2005.

FORM OF CORPORATE APPROVALS REQUIRED BY THE SELLER

 

23



 

MINUTES

 

OF THE 132nd MEETING OF THE BOARD OF DIRECTORS OF “COSMOTELCO TELECOMMUNICATION SERVICES S.A.”

 

AS OF     , 2004

 

In Maroussi, today, this         day of       , 2004, 10:00 a.m., the Board of Directors of the Company convened at a Meeting at the premises of the Company, at 47, Ag. Konstantinou Street, upon invitation of its Chairman.

 

The Meeting was attended by Messrs (Stavros) Nikolaos Stavridis, Chairman, Stavros Papapanagiotou, Vice- Chairman / B’ Managing Director, Michael Kefaloyannis, A’ Managing Director, Andreas Fiamegos and Aikaterini Gana, Members.

 

A quorum being present, the BoD proceeded to the discussion of the following issues of the agenda:

 

1.     SALE OF COMPANY’S SHAREHOLDING IN COMPANIES OPERATING IN FYROM AND GRANTING OF AUTHORITY

 

The Chairman informed the BoD about the contacts and discussions he and the A’ Managing Directors had and the negotiations they conducted with a view to the Company transferring to MATAV RT, a company established and operating in Budapest, Hungary (with which the Company maintains a three-year long strategic cooperation through joint participation to companies active in the telecommunications field in FYROM) its shareholding in the two joint companies established and operating in FYROM, and proposed to the BoD that the Company sells and transfers to MATAV RT its 5,078,557 shares in STONEBRIDGE AD and its 240 shares in TELEMACEDONIA AD (hereinafter collectively referred to as “the Shares”) for a total consideration of 31,400,000.00 Euros (hereinafter referred to as “the Price”), and under the other terms and conditions contained in a relevant agreement in English, the Final Draft Share Purchase Agreement dated 30 September 2004 of which was submitted to the BoD. Following lengthy discussion, the BoD unanimously resolved that the Company sells and transfers to MATAV RT the Shares, representing the entirety of its stockholding in STONEBRIDGE AD and TELEMACEDONIA AD for the Price under the other terms and conditions contained in the Final Draft Share Purchase Agreement dated 30 September 2004, which the BoD unanimously approved. Further, the BoD unanimously decided that the issue be referred also to the General Assembly for consideration due to the importance thereof, instructing its Chairman, Mr. S.N. Stavridis, to bring the issue before the General Assembly, and, upon condition that the contemplated transaction is approved by the General Assembly, unanimously authorized either Mr Dimitrios Contominas acting singly or the Chairman of the BoD and the A’ Managing Director, Messrs S.N. Stavridis and M. Kefaloyannis, acting jointly,  in the name and on behalf of the Company, to execute the Share Purchase Agreement under the terms contained in the Final Draft approved and any other they may deem fit, as well as any document relevant thereto or required for the completion of the transfer of the Shares and to proceed to any other necessary or advisable action for purposes of implementing this mandate.

 

2                        

 

24



 

In the absence of any other issue, the Meeting was brought to an end.

 

 

THE CHAIRMAN

 

THE MEMBERS

 

 

 

THE VICE CHAIRMAN

 

A. FIAMEGOS

 

 

 

THE MANAGING DIRECTOR

 

A. GANA

 

25



 

MINUTES

 

Of the Extraordinary self-convoked General Assembly of the Shareholders of the Company

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