Forthnet S.A.
Resolutions of the Extraordinary General Meeting
Forthnet announces that, the Extraordinary General Meeting took place on Wednesday, 14/5/2008, at the registered offices of the company at the Municipality of Heraclion of Crete (Foundation of Research and Development in Crete, area of Vassilika Voutes) at 13:00, where the following resolutions on the items of the agenda were discussed and taken. During the General Meeting present were shareholders representing 26,360,869 shares out of the total shares 38,857,831 (percentage 67.84%) with voting right and therefore the required quorum provided for by Law for taking resolutions on all the items of the agenda was met.
Specifically,
- As per the 1st item on the agenda the Extraordinary General Meeting ratified the election of Messrs. Deepak Padmanabhan, Mohsin Majid, Michael Warrington, Saviour Portelli, as Members of the Board of Directors in substitution of the resigned Messrs. Constantine Gonticas, Bruce McInroy, Dimitrios Goulandris and Apostolos Traganitis which took place on the Meeting of the Board of Directors dated 14/2/2008.
The Members of the Board of Directors of the company are the following:
John Averof, President
Deepak Padmanabhan, Vice- President
Pantelis Tzortzakis, Chief Executive Officer
Michael Warrington, non executive Member
George Koutsoudakis, independent non executive Member
Mohsin Majid, non executive Member
Alkiviadis Pagiatakis, non executive Member
Saviour Portelli, non executive Member
Iason Stratos, independent non executive Member
- As per the 2nd item on the agenda, the General Meeting approved the share capital increase of the company through payment of cash, up to the amount of 137,556,721.74 euro with preemption right in favour of the shareholders (the "Pre-emption Right") who will hold shares in the company until and including the last business day prior to the ex-rights date (the ?Eligible Shareholders?), as such date will be determined and announced by the Board of Directors. The capital increase shall be made through the issuance of 116,573,493 new common registered shares, of a nominal value of 1.18 euro per share, (the "New Shares?), at an offer price per New Share 2.57 euro ("Offer Price") and with a ratio of 3 New Shares for every existing share.
It is expected that the proceeds from the Increase will amount to 299,593,877.01 euro and the nominal value of the share capital to 183,408,962.32 euro, divided into 155,431,324 shares, of a nominal value of 1.18 euro per share. In addition, the General Meeting approved that the Offer Price could be higher than the stock market price of the shares at the time the shares go ex-rights, in accordance with the article 306, par. 6 of the Athens Stock Regulation.
Moreover, the Eligible Shareholders and those who will acquire Pre-emption Rights during the rights trading period on the Athens Exchange (the "Rights Acquirers" and together with the Eligible Shareholders, the "Eligible Persons"), will be entitled to subscribe - at the Offer Price - for additional New Shares which would potentially remain un-subscribed at the end of the subscription period (the ?Unsubscribed Shares?) (the ?Over-subscription Right?), provided they exercise their Pre-emption Rights in full. The Over-subscription Right will be exercised contemporaneously with the exercise of the Pre-emption Right. Unsubscribed Shares will be allocated to the Eligible Shareholders pro rata to their shareholding and, in respect of the remaining Eligible Persons, pro rata to the number of the Pre-emption Rights that they have exercised, until all Unsubscribed Shares have been allocated to all Eligible Persons.
If, notwithstanding the above, there are still Unsubscribed Shares left, such shares will be placed to ?qualified investors? (within the meaning of Greek Law 3401/2005) and other eligible international investors through a bookbuilding process. Finally, if notwithstanding the above arrangements, there are still Unsubscribed Shares left, the Board of Directors has been authorised to offer them at its discretion, otherwise the company's share capital will be increased by the amount actually taken-up, in accordance with article 13a of Codified Law 2190/1920.
The Board of Directors has been authorised to take all action which is necessary to implement the above resolution, including, indicatively, to determine the details for the disposal and allocation of potential Unsubscribed Shares, as well as to address specific issues relating to the Oversubscription Right and its exercise including any limitations as to the maximum of unsubscribed shares for which Oversubscription Rights can be exercised, including the entering into the agreement referred to below.
In such context, the Company intends to enter into a placement agreement with Merrill Lynch International as global coordinator, and jointly with Credit Suisse Securities (Europe) Limited and NBG International Limited as joint bookrunners. It is noted that none of the above will be acting as advisors to the company for the rights offering nor would they underwrite or provide a subscription guarantee in respect of the New Shares.
It is noted that:
(α) FORGENDO Limited, which during the date of the General Meeting, held directly a percentage of 20.9967% of the share capital of the Company, and is represented at the Board of Directors, stated in writing to the General Meeting that it intents to (a) to maintain its shareholding in the company as at the date of the General Meeting (i) up to completion of the share capital increase and the listing of the New Shares, and (ii) for a period of six (6) months following the commencement of trading of such new shares, and (b) to invest up to 300,000,000 to exercise its Pre-emption Rights and Oversubscription Rights.
(b) The Foundation for Research and Technology (FORTH), holding approximately 6.21% of the company's share capital and represented at the Board of Directors, has stated in writing to the General Meeting that it (a) might sell a number of its Pre-emption Rights during the period at which such rights will be traded for the purpose of financing its participation in the company?s share capital increase, and (b) intends to retain the number of shares in the Company that it will hold at completion of the share capital increase for a period of six (6) months following the commencement of the trading of the New Shares on the Athens Exchange.
- As per the 3rd Item on the agenda, the General Meeting approved the assignment to the Board of Directors, of the right to establish a stock option plan for the employees and Members of BoDs of the Group of Companies by virtue of it?s resolution which requires a quorum of (2/3) of the total of the Members of the Board of Directors according to the C. Law 2190/1920 (art. 13 par. 13 and 14).
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Not for release, directly or indirectly, in or into the United States, Australia, Canada or Japan. This document (and the information contained herein) does not contain or constitute an offer of securities for sale, or solicitation of an offer to purchase securities, in the United States, Australia, Canada or Japan or any other jurisdiction where such an offer or solicitation would be unlawful. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States (as such term is defined in Regulation S under the Securities Act) unless the securities are registered under the Securities Act, or an exemption from the registration requirements of the Securities Act is available. No public offering of the securities will be made in the United States.
Specifically,
- As per the 1st item on the agenda the Extraordinary General Meeting ratified the election of Messrs. Deepak Padmanabhan, Mohsin Majid, Michael Warrington, Saviour Portelli, as Members of the Board of Directors in substitution of the resigned Messrs. Constantine Gonticas, Bruce McInroy, Dimitrios Goulandris and Apostolos Traganitis which took place on the Meeting of the Board of Directors dated 14/2/2008.
The Members of the Board of Directors of the company are the following:
John Averof, President
Deepak Padmanabhan, Vice- President
Pantelis Tzortzakis, Chief Executive Officer
Michael Warrington, non executive Member
George Koutsoudakis, independent non executive Member
Mohsin Majid, non executive Member
Alkiviadis Pagiatakis, non executive Member
Saviour Portelli, non executive Member
Iason Stratos, independent non executive Member
- As per the 2nd item on the agenda, the General Meeting approved the share capital increase of the company through payment of cash, up to the amount of 137,556,721.74 euro with preemption right in favour of the shareholders (the "Pre-emption Right") who will hold shares in the company until and including the last business day prior to the ex-rights date (the ?Eligible Shareholders?), as such date will be determined and announced by the Board of Directors. The capital increase shall be made through the issuance of 116,573,493 new common registered shares, of a nominal value of 1.18 euro per share, (the "New Shares?), at an offer price per New Share 2.57 euro ("Offer Price") and with a ratio of 3 New Shares for every existing share.
It is expected that the proceeds from the Increase will amount to 299,593,877.01 euro and the nominal value of the share capital to 183,408,962.32 euro, divided into 155,431,324 shares, of a nominal value of 1.18 euro per share. In addition, the General Meeting approved that the Offer Price could be higher than the stock market price of the shares at the time the shares go ex-rights, in accordance with the article 306, par. 6 of the Athens Stock Regulation.
Moreover, the Eligible Shareholders and those who will acquire Pre-emption Rights during the rights trading period on the Athens Exchange (the "Rights Acquirers" and together with the Eligible Shareholders, the "Eligible Persons"), will be entitled to subscribe - at the Offer Price - for additional New Shares which would potentially remain un-subscribed at the end of the subscription period (the ?Unsubscribed Shares?) (the ?Over-subscription Right?), provided they exercise their Pre-emption Rights in full. The Over-subscription Right will be exercised contemporaneously with the exercise of the Pre-emption Right. Unsubscribed Shares will be allocated to the Eligible Shareholders pro rata to their shareholding and, in respect of the remaining Eligible Persons, pro rata to the number of the Pre-emption Rights that they have exercised, until all Unsubscribed Shares have been allocated to all Eligible Persons.
If, notwithstanding the above, there are still Unsubscribed Shares left, such shares will be placed to ?qualified investors? (within the meaning of Greek Law 3401/2005) and other eligible international investors through a bookbuilding process. Finally, if notwithstanding the above arrangements, there are still Unsubscribed Shares left, the Board of Directors has been authorised to offer them at its discretion, otherwise the company's share capital will be increased by the amount actually taken-up, in accordance with article 13a of Codified Law 2190/1920.
The Board of Directors has been authorised to take all action which is necessary to implement the above resolution, including, indicatively, to determine the details for the disposal and allocation of potential Unsubscribed Shares, as well as to address specific issues relating to the Oversubscription Right and its exercise including any limitations as to the maximum of unsubscribed shares for which Oversubscription Rights can be exercised, including the entering into the agreement referred to below.
In such context, the Company intends to enter into a placement agreement with Merrill Lynch International as global coordinator, and jointly with Credit Suisse Securities (Europe) Limited and NBG International Limited as joint bookrunners. It is noted that none of the above will be acting as advisors to the company for the rights offering nor would they underwrite or provide a subscription guarantee in respect of the New Shares.
It is noted that:
(α) FORGENDO Limited, which during the date of the General Meeting, held directly a percentage of 20.9967% of the share capital of the Company, and is represented at the Board of Directors, stated in writing to the General Meeting that it intents to (a) to maintain its shareholding in the company as at the date of the General Meeting (i) up to completion of the share capital increase and the listing of the New Shares, and (ii) for a period of six (6) months following the commencement of trading of such new shares, and (b) to invest up to 300,000,000 to exercise its Pre-emption Rights and Oversubscription Rights.
(b) The Foundation for Research and Technology (FORTH), holding approximately 6.21% of the company's share capital and represented at the Board of Directors, has stated in writing to the General Meeting that it (a) might sell a number of its Pre-emption Rights during the period at which such rights will be traded for the purpose of financing its participation in the company?s share capital increase, and (b) intends to retain the number of shares in the Company that it will hold at completion of the share capital increase for a period of six (6) months following the commencement of the trading of the New Shares on the Athens Exchange.
- As per the 3rd Item on the agenda, the General Meeting approved the assignment to the Board of Directors, of the right to establish a stock option plan for the employees and Members of BoDs of the Group of Companies by virtue of it?s resolution which requires a quorum of (2/3) of the total of the Members of the Board of Directors according to the C. Law 2190/1920 (art. 13 par. 13 and 14).
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Not for release, directly or indirectly, in or into the United States, Australia, Canada or Japan. This document (and the information contained herein) does not contain or constitute an offer of securities for sale, or solicitation of an offer to purchase securities, in the United States, Australia, Canada or Japan or any other jurisdiction where such an offer or solicitation would be unlawful. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States (as such term is defined in Regulation S under the Securities Act) unless the securities are registered under the Securities Act, or an exemption from the registration requirements of the Securities Act is available. No public offering of the securities will be made in the United States.