annual report 2004

A NNUAL R EPORT 2004The ordinary general meeting is in principle convened by the Board of Directors and isheld regularly within six months of the end of each financial year. The Board may convenean extraordinary general meeting as and when it deems necessary. According to our articlesof incorporation and Greek company law, chartered auditors are also entitled to requestthe Chairman to convene an extraordinary general meeting within ten days of thenotification of such request.A simple quorum for our general meeting is met whenever shareholders holding atleast 50% of the paid-up share capital are present or represented at the meeting ("SimpleQuorum''). If a Simple Quorum is not achieved, the general meeting convenes again within20 days from the date of the previous meeting. At such adjourned meeting, the generalmeeting is in quorum and decides lawfully on all items of the initial agenda whenevershareholders holding 20% of the paid-up share capital are present or represented at themeeting. In case such quorum is not obtained, the general meeting convenes again within30 days from the date of the previous meeting. At this subsequent meeting, the generalmeeting is in quorum and may decide on all items of the initial agenda irrespective ofthe number of shareholders present.Certain extraordinary resolutions by the general meeting require, however, an increasedquorum of two-thirds of the paid-up share capital, present either in personor by proxy ("Increased Quorum''). These extraordinary resolutions include: (a) achange in our objects; (b) an increase in the obligations of shareholders; (c) an increasein our share capital, if such increase is not made pursuant to a decision of ourBoard of Directors in accordance with our articles of incorporation, or enforced bylaw, or made after a capitalisation of reserves; (d) a reduction of our share capital; (e)the limitation or waiver of the pre-emptive rights of our shareholders where an increasein our share capital is not effected through a contribution in kind or the issuanceof convertible bonds; (f) the merger, de-merger, conversion, extension of durationor dissolution of our company; (g) the issuance of a loan by bonds convertibleinto shares, if this issuance is not made pursuant to a decision of our Board of Directorsin accordance with our articles of incorporation; (h) the granting or renewal of( 180 ) C HAPTER 6A PPENDICES