Ote Ads Regulatory News (OTES)

31 Oct 2007 10:25

Hellenic Telecomms Organization S A31 October 2007 HELLENIC TELECOMMUNICATIONS ORGANIZATION S.A. Announcement Athens, October 30, 2007 - Hellenic Telecommunications Organization SA (ASE:HTO, NYSE: OTE), the Greek full-service telecommunications provider, announcesthat the Company will hold an extraordinary Shareholders Meeting on November 8,2007, to approve certain proposed amendments to OTE's Articles of Association.The proposed changes aim at the harmonization of OTE's Articles of Associationwith Law 3604/2007, enacted last August. This Law, which reforms the CodifiedLaw 2190/1920 governing Greek Societes Anonymes, provides more flexibility andsimplifies several procedures. The proposed amendments are: 1. Introduction of new article 5a, (in line with Art. 5 par. 2 of Law 3604/ 2007) enabling the issuance of preferred shares. Although the right of the Company to issue preferred shares was already included in Law 2190/1920 before its recent amendment, such right was limited. The revised Law now provides for a great flexibility in the formation of such shares and has thus triggered the proposed amendment. In case such amendment becomes effective, a new decision by another Shareholders meeting would be needed to actually issue preferred stock. 2. Rephrasing the provisions regarding the already existing powers of the Board of Directors (BoD) to delegate specific authorities and responsibilities to its members, to officials of the Company, to third parties or committees (Art. 8). An additional language has been proposed aiming to list indicatively categories of authorities and responsibilities which may be delegated. Additionally, the delegates shall have the right to further delegate the authorities conferred upon them to other members or third parties, an option that has been newly introduced by the law (Art. 29 par. 3 of Law 3604/2007). 3. Harmonization of various provisions of the Articles related to the operation of the BoD meetings to the new legal framework (art. 10). It is proposed that: (a) the BoD shall not be required to meet regularly, i.e. at least once every month (Article 27 par. 2 of Law 3604/2007); (b) should two members of the BoD request a meeting, the Chairman of the BoD shall be required to convene it within seven (7) days instead of ten (10) days (Art. 27 par. 5 of Law 3604/2007); (c) the Chairman shall have a casting vote (Art. 28 par. 2 of Law 3604/ 2007); (d) new language in respect of the provision related to ratification of the minutes be introduced, aiming to align Art. 10 Par. 7 of the Articles of Association to the new Law (Art. 27 par. 7 of Law 3604/2007); (e) in line with the new law, BoD meetings may be held by teleconference (Art. 27 par. 3 of Law 3604/2007). 4. A further proposal is aimed to simplify the procedure related to the convocation of the Shareholders Meetings (Art. 17, 21). Should the proposed amendment become effective, no further publication of new invitations for each repeated meeting shall be required in case the lawful quorum has not been achieved, provided that the initial published invitation stipulates the venue and time for the repeated meetings as well (Art. 38 par. 2 and 4 of Law 3604/ 2007). 5. Moreover, the quorum requirement for the second repeat general meeting provided for in Art. 21 of the Articles shall be aligned with the provisions of Art. 38 par. 4 of Law 3604/2007 (1/5 of the Share Capital, instead of 1/3) which now applies to all listed companies. As the new Law changes certain conditions under which share buy backs can takeplace, the decision of the relevant Ordinary Shareholders Meeting of June 21,2007 must be amended. The main change is that now buy back cannot be done inorder to support share prices. The proposed changes in detail can be reviewed at: www.ote.gr/english/investorrelations It is noted that the proposed amendments do not require increased quorum andmajority, since the rights of the shareholders will not be adversely affected asa result of these amendments. Finally, the codification of the Articles of Association following theseamendments shall be made by virtue of a decision of the BoD instead of theGeneral Meeting, as is now permitted under article 6, par. 2 of Law 3604/2007. About OTE OTE Group is Greece's leading telecommunications organization and one of thepre-eminent players in South-eastern Europe, providing top-quality products andservices to its customers. Apart from serving as a full service telecommunications group in the Greektelecoms market, OTE Group has also expanded during the last decade itsgeographical footprint throughout South East Europe, acquiring stakes in theincumbent telecommunications companies of Romania and Serbia, and establishingmobile operations in Albania, Bulgaria, the Former Yugoslav Republic ofMacedonia and Romania. At present, companies in which OTE Group has an equityinterest employ over 30,000 people in six countries, and our portfolio ofsolutions ranges from fixed and mobile telephony to Internet applications,satellite, maritime communications and consultancy services. Listed on the Athens Stock Exchange, the company trades under the ticker HTO aswell as on the New York Stock Exchange under the ticker OTE. In the U.S., OTE'sAmerican Depository Receipts (ADR's) represents 1/2 ordinary share. Additional Information is also available on http://www.ote.gr. Contacts: OTE: Dimitris Tzelepis - Head of Investor Relations Tel: +30 210 611 1574, Email: dtzelepis@ote.gr Nektarios Papagiannakopoulos-Senior Financial Analyst, Investor Relations Tel: +30 210 611 7593, Email: npapagiannakopoulos@ote.gr Daria Kozanoglou - Communications Officer, Investor Relations Tel: +30 210 611 1121, Email: nkozanoglou@ote.gr Marilee Diamanti - IR Coordinator Tel: +30 210 611 5070, Email: mdiamant@ote.gr Christina Hadjigeorgiou - Financial Analyst Tel: +30 210 611 1428, Email: cchatzigeo@ote.gr Forward-looking statement Any statements contained in this document that are not historical facts areforward-looking statements as defined in the U.S. Private Securities LitigationReform Act of 1995. All forward-looking statements are subject to various risksand uncertainties that could cause actual results to differ materially fromexpectations. The factors that could affect the Company's future financialresults are discussed more fully in the Company's filings with the U.S.Securities and Exchange Commission (the "SEC"), including the Company's AnnualReport on Form 20-F for 2006 filed with the SEC on June 28, 2007. OTE assumes noobligation to update information in this release. This information is provided by RNS The company news service from the London Stock Exchange