annual report 2004

A NNUAL R EPORT 2004According to our articles of incorporation and Greek company law, we are required topay a minimum dividend equal to the greater of (a) 6% of our paid-up share capital or (b)35% of our net profits for that year after the formation of legal reserves. According toLaw 148/1967, as amended, a company's general meeting, acting with the majority of atleast 65% of the paid-up share capital, may decide not to pay the minimum dividend. Inthis case, the undistributed dividends of up to at least 35% of the net profits for that yearare transferred to a special reserve account. This reserve account must be capitalised withinfour years from its formation by the issuance of new shares, which are distributed to theshareholders as a share dividend. By a resolution of the general meeting, passed by a majorityrepresenting at least 70% of the paid-up share capital, the undistributed dividendscan be transferred into reserves or otherwise applied. Under our articles of incorporation,the general meeting of shareholders can decide to distribute any net profits remaining afterallocation to the ordinary reserve and distribution of the minimum dividend throughthe issuance of new shares, which are distributed to the shareholders as share dividends.This decision requires an Increased Quorum and Increased Majority, each as defined below.However, the decision not to distribute a dividend of net profits equal to 6% of the sharecapital would require a unanimous decision of all shareholders present at a general meetingof our shareholders.Within six months following the end of our financial year, an annual general meetingof our shareholders is convened to approve our financial statements and the distributionof a dividend to shareholders with respect to the previous financial year. The annual generalmeeting is duly convened when a quorum representing one-third of the paid-up sharecapital is present. Decisions of the annual general meeting are taken by an absolute majorityof voting shareholders in attendance. The amount approved for distribution shall bepaid to shareholders within two months of the resolution approving our annual financialstatements. Dividends not claimed by shareholders within five years of their distributionare forfeited in favour of the Hellenic Republic.According to Greek company law, we may pay interim dividends with the approval ofthe Board of Directors if, at least 20 days before such payment, our interim financial state-( 178 ) C HAPTER 6A PPENDICES