Required quorum: 1/5 (20%) of the paid up share capital of the Company Required majority: 50%+1 of the represented in the Meeting votes

Transcription

1 Draft s or Comments of the Board of Directors with regard to the items on the Agenda of the Ordinary General Meeting of the Shareholders of FORTHNET S.A., to be held on the 24 th of June 2014 or of any other Meeting, re-iterative, upon interruption or adjournment thereof **************** 1 st Item: Submission and approval of the Financial Statements (Parent Company and Consolidated) for the Financial Year 01/01/2013 till 31/12/2013 accompanied by the respective reports of the Board of Directors and the Auditors. Shareholders to approve, on the one hand, the Parent and Consolidated Financial Statements of the fiscal year ended , which also incorporate the adjustments to the comparative information for the fiscal year 2012, as a result of the retroactive effect of the revised IAS 19 Employee Benefits, and on the other hand, the respective reports of the Board of Directors and the Auditors, having been approved by the BoD on and published as provided for by Law. 2 nd Item: Discharge of the Members of the Board of Directors and Auditors from any liability for damages with regard to the financial statements and administration during the financial year 01/01/2013 till 31/12/2013. Shareholders to approve the activities of the BoD Members in 2013 and to discharge the Members of the Board of Directors and Auditors from any liability for damages with regard to the financial statements and administration during the financial year 01/01/2013 till 31/12/ rd Item: Election of ordinary and deputy Auditors for the financial year 01/01/2014 to 31/12/2014 and determination of their compensation. Shareholders for the statutory audit of the financial statements (company and consolidated) for the financial year 2014 (1/1/ /12/2014) to appoint auditors from the external audit companies ERNST & YOUNG and SOL CROWE HORWATH SA. Further the Board of Directors suggests to the Ordinary General Meeting of Shareholders to approve the maximum amount of the compensation for auditors for the financial year 2014 (1/1/ /12/2014).

2 4 th item: Election of Auditors for the conduct of the special tax audit and issue of the relevant tax certificate for the financial year 2014 and determination of their compensation. Shareholders to appoint Auditors for the performance of the special tax audit and issue of the relevant tax certificate for the financial year 01/01/2014 to 31/12/2014 from the external audit companies ERNST & YOUNG and SOL CROWE HORWATH SA and approve the maximum amount of their compensation. 5 th item: Approval of the paid compensation and benefits of the executive and non-executive Members of the Board of Directors during the year 2013 and preapproval of their compensation and benefits for the year Shareholders to approve the total amount paid to the non-executive members for their participation in the BoD meetings as well as the amount paid to the executive member during Shareholders to pre- approve of the remuneration for every participation of the BoD Members in the meetings of the Board of Directors and a fixed monthly remuneration per BoD Member plus travel and accommodation costs for the year Shareholders to approve the annual remuneration of the CEO, Mr. Panos Papadopoulos. the Shareholders to approve incentive and remuneration plan of the CEO and specific company officials, elected by the Board, on the basis of achieving specific targets. 6 th item: Approval of amendment of the use of capital raised in cash at the amount 29,143, euro that was concluded in accordance with the resolution of the Extraordinary General Assembly of

3 the Shareholders to approve the amendment of the use of capital raised in cash according to the Board of Directors resolution dated th item: Approval of agreements with affiliated companies according to article 23a of the C.L.2190/1920. Opposition right to agreements concluded prior to the permission of the General Meeting: 1/20 (5%) of the represented in the Meeting votes Shareholders to approve the agreements between affiliated companies of the Group requiring an approval by the Ordinary General Meeting, according to the Law. The list of the agreements is provided below: A. s with MULTICHOICE HELLAS S.A of Counterparty the B.o.D of Forthnet S.A Multichoice Multichoice Date of Retroactively 01/01/2013 and for an indefinite term Term Subject of the Fee Additional Annex VI to the 17/08/2009 Cooperation and Services provision agreement between Forthnet- Multichoice as for the new Product / Joint Sell Satellite Broadband Internet for Cyprus Amendment of the 17/08/2009 Cooperation and Services Provision by and between Forthnet- Multichoice by amendment of Annex II (PRODUCT/ JOINT SELL: NOVA 3PLAY).

4 Multichoice Retroactively 01/01/2014 and for the term of the 15/01/2009 Sublease Amendment of Article 2. Rent of the 15/01/2009 Sublease as for the rent to be paid. Β. s with FORTHCRS S.A. B.o.D Counterparty Date of Term Subject of the Fee FORTHCRS S.A. 01/01/ /01/ /12/2014 Cooperation between Forthnet and Forth- CRS by virtue of which Forthnet provides to Forth- CRS travel agent services FORTHCRS S.A. 01/02/2014 Since Sublease between per 01/02/2014 and Forthnet and Forth- CRS for for the term of the sublease by Forthnet to month including the 15/07/2010 Lease. Forth-CRS of a space in Herakleion, Crete. VAT FORTHCRS S.A. 01/03/2014 Retroactively 01/03/2014 to 31/01/2019. C. s with Forthnet Media Holdings Extension Amendment of Lease between Forthnet and Forth- CRS for the sublease by Forthnet to Forth-CRS of a space in Thessaloniki per month including VAT. B.o.D Counterparty Forthnet Media Holdings S.A. Date of Term 12/08/2013 Football season Subject of the Assignment of the TV Rights Collective Administration that Forthnet S.A. has concluded with SUPERLEAGUE Fee 18,636, plus VAT

5 Forthnet Media Holdings Football season GREECE LIMITED LIABILITY PARTNERSHIP which concerns the exclusive broadcast of A National Division football games, of the Greek championship organized by SUPERLEAGUE. Assignment of the two TV Rights s that Forthnet S.A. has concluded with UNION DES ASSOCIATIONS EUROPEENNEES DE FOOTBALL (UEFA) regarding the broadcast of UEFA Champions League and UEFA Europa League for the football seasons ,320,000 plus VAT D. s with Emirates International Telecommunications B.o.D Counterparty Emirates International Telecommunication s Date of Term To be signed. Retroactively from Subject of the Consultancy Services between Forthnet and EIT. Fee Up to 250,000.00