Clarifications on the Agenda regarding the Invitation to the Fifth Ordinary General Assembly of PPC S.A. shareholders on June 15, 2007.
1 st item:
The fifth financial year of PPC S.A., which has just expired, commences on January 1st 2006 until December 31st 2006. The Board of Directors is obliged, in accordance with Article 32 of the Company's Articles of Association, to announce, as stipulated by the terms and procedures of Law 2190/1920 in force, the stand alone and the consolidated financial statements of PPC company and Group, which have been drawn up in accordance with the International Standards on Financial Information with respect to the expired financial year. The abovementioned financial statements ( Balance Sheet, Statement of Financial Results, Table of Cash Flow, Table of Changes in Net Position along with the Notes hereof), as well as the Board of Directors' Report shall be submitted for approval by the General Assembly. The consolidated financial statements concern PPC S.A. subsidiaries operating during the fifth financial year. These subsidiaries are ''PPC TELECOMMUNICATIONS S.A.'', ''PPC RENEWABLES S.A.'', ''PPC CRETE S.A.'' and ''PPC RHODOS S.A.''. It should be noted that the last two subsidiaries are under liquidation. In accordance with the financial statements, the EBITDA of PPC S.A. during the financial year 2006 amounted to approximately EUR 42 million. The turnover presented an increase by 11.6 % and totaled EUR 4,787.4 million. The financial statements were approved by the Board of Directors of the company on 27/03/2007.
2nd item:
Pursuant to Article 20 of Law 3426/2005, integrated Electricity Companies keep separate accounts for each of the generation, transmission, distribution and supply activities, as they would have been obliged to do if these activities were performed by different companies, in order to avoid any discrimination, cross subsidy or distortion of competition. PPC S.A. is also obliged to keep separate accounts for its activities in the Non Interconnected Islands.
The auditors of Integrated Electricity Companies perform audits on separate accounts as provided for by the Article mentioned above and submit to the competent General Assembly the relevant audit certificate. Following their approval by the General Assembly, the financial statements together with the auditors' certificate on the separate accounts are announced to the Regulatory Authority for Energy (RAE).
Pursuant to the provisions of the Law, PPC S.A. Unbundled Financial Statements for the financial year 2006 are submitted for approval to the General Assembly of shareholders, which were approved by the BoD of the company on 22/05/2007.
3rd item:
The Board of Directors shall propose to the General Assembly that a dividend of EUR 0.16 per share is to be paid for the financial year 2006, so the total dividend to be paid shall arise to EUR 37,120.000. The date for the designation of the shareholders who are eligible to receive a dividend is proposed to be the 26/06/2007 and the ex-dividend date is proposed to be the 27/06/2007. The payment of the dividend through a paying Bank shall be effected to the authorized operators as from 4/07/2007. The General Assembly, being competent to make resolutions on the appropriation of profits pursuant to Article 21 of the Company's Articles, shall approve the table of profits appropriation and dividends distribution.
4rth item:
Pursuant to Article 29 of PPC Articles of Association and Article 35 of Law 2190/1920 in force, following the approval of the financial statements and the consolidated financial statements, the General Assembly decides, by nominal roll call, on the release of the members of the BoD and the auditors from any liability for indemnification in relation to the fifth financial year. Therefore, the General Assembly shall decide upon the item hereof.
5th item:
In accordance with Article 10, par. 5a of PPC S.A. Articles of Association, if for any reason whatsoever a member of the BoD elected by the majority shareholder (the Greek State) resigns, the remaining members shall appoint another member for the rest of the term of office and this appointment shall be ratified by the next General Assembly to be called. In the interim between the last General Assembly and the one to be held, two new members of the BoD were appointed in accordance with the above procedure. These members are Mr. Panagiotis Athanassopoulos, appointed in replacement of Mr. Dimitrios A. Maniatakis and Mr. Nikolaos Chatziargyriou, appointed in replacement of Mr. Konstantinos Kyriakopoulos. The General Assembly shall ratify the appointment of these two new members of the BoD.
6th item:
Article 18 of PPC SA Articles of Association provides for the obligatory approval by the Ordinary General Assembly of the remunerations and compensations of the BoD members per amount for each member. Therefore, the Ordinary General Assembly shall approve the remunerations already paid to the Members of the Board of Directors, including compensations for traveling expenses and participations in Councils for the fiscal year commenced on 1-1-2006 and ended on 31-12-2006. It shall also pre-approve the remunerations of the members of the Board of Directors for the fiscal year 2007, not including eventual compensations for traveling expenses and participations in Councils during the fiscal year hereof.
7th item:
The amendment to certain articles of the Articles of Association in force, as well as its codification and completion are considered necessary for the most effective management, clarification of the provisions of the Articles and alignment with the law. As a result, articles 9, 10, 11, 12, 14, 16, 19, 20, 21, 31 and 32 of the Articles of Association in force are amended, while articles 16a and 19a are added.
More specifically, the amendments to the Articles of Association proposed by the Board of Directors to the General Assembly aim at the following:
1. The functional separation between competitive and non competitive activities, in accordance with the provisions of Law 3426/2005 concerning the liberalization of the electric energy market (amendment to Article 9, addition of new Article 19a). In particular, two Management Councils are set up, one responsible for the Transmission and Distribution Network and the other responsible for the remaining activities (Generation, Supply and Mines). The Chief Executive Officer shall act as chairman of both Councils, while the General Managers of Finance, Human Resources and Organisation, and Functional Activities shall attend as members in addition to the competent General Managers. Therefore, the functional separation is achieved within the company while the latter enhances its cohesiveness.
2. The creation of prerequisites for a more effective management of the Company. The Board of Directors shall henceforth be entitled in accordance with the Articles of Association to create the necessary number of Deputy CEOs posts (amendments to Articles 11, par.4 and 5, addition of new Article 16a). Therefore, with the selection of the appropriate executives the management of the company shall become considerably more effective. Moreover, the Chief Executive Officer shall have the time to deal in a more systematic way with significant issues such as strategy, planning, new opportunities for expansion, development of the organization, operation and Human Resources, as well as corporate culture and governance.
Furthermore, it is proposed (amendments to Article 11, par. 4 and Article 16 par.2) that the Board of Directors shall decide on the organizational structure of the company at the highest level (Divisions), while the CEO, who shall dispose of the appropriate tools, among which the organization, shall decide on the rest of the organizational structure levels, in order to fulfill the company's objectives.
Moreover, the evaluation of the work of the Deputy CEOs and of the General Managers shall be imposed by the Articles of Association of the company (amended articles 16 and 19) in accordance with the principles of Corporate Governance.
3. Better formulation of some provisions of the Articles of Association in order to avoid eventual misunderstandings: Title of the Company in English (Article1, par. 2), election of the members of the BoD by the General Assembly of the Shareholders (Article 10, par. 2, subparagraph a), keeping of the minutes of the BoD in accordance with the law (Article 12, par.7), special meeting (Article 20, par.1), issues of external auditors (amendments to Article 21, par.1b, Article 31, par. 1,2,3, Article 32, par. 9).
8th item:
In accordance with article 31 of the Articles of Association, the Ordinary General Assembly appoints each year the chartered auditors of the company, for the auditing of its intermediate and annual financial statements, as well as of the annual unbundled financial statements in accordance with Law 3426/2005. They shall be auditors of recognized international authority being qualified to effectuate audits on the basis of the international principles of auditing and the law. Consequently, the appointment of the above mentioned auditors, regular and substitute, concerns the auditing of stand alone and consolidated financial statements for the fiscal year commencing on January 1, 2007 and ending on December 31, 2007. The Ordinary General Assembly shall approve the appointment of the auditors.
9th item:
Announcements and other items.