The COSMOTE Group Code of Conduct

The Code of Conduct is a declaration of principles and values and regulates the manner by which the administration and the employees of COSMOTE Group should behave on an everyday basis. The Code completes the legislation in force and is binding for all the members of the Group, wherever they are activated.

Download the COSMOTE Group Code of Conduct (Pdf - 84KB).

Board of Directors

The Company’s Board of Directors comprises of nine (9) members who serve a three-year term. Each term is automatically extended until the first Ordinary General Meeting, after its expiry, which decides on the election of the new members of the Board of Directors.

The Board of Directors comprises of executive and non-executive members. In addition, two of the non-executive members are independent .

Based on the above, COSMOTE's Board of Directors is formed into a body, as follows:

The current term of the members of the Board of Directors expires on 30 June, 2012.

The CEO, Mr Michalis Tsamaz, represents the Company before the Courts, as well as any other judicial and public authority, binds the Company and executes on behalf of the Company contracts of any kind up to € 3,000,000.00.

The General Meeting of 18.12.2008 decided the remuneration of the Board of Directors members for their participation in the BoD meetings to amount to € 2,000.00 net for the year 2009. In the event of absence of a member from a meeting the above amount will not be paid to the member or will be reduced proportionately if there has been more than one meeting during the month.

The same General Meeting decided the remuneration for the year 2009 for the BoD members who participate in the committees of the BoD as follows:  

Remuneration and Nomination Committee: to amount (net) to € 500.00 per meeting and the maximum for three meetings per year.

Audit Committee: to amount (net) to €1,000.00 and  €750.00 per meeting, for the Chairman and the members of the Committee, respectively, and the maximum for six meetings per year.

It is noted that at present, two BoD committees operate: the Audit Committee and the Remuneration and Nomination Committee.

The members of the Board of Directors and the executive officers are not related by blood or marriage.  The postal address of the Board of Directors is the registered offices of the Company: 44 Kiffisias Avenue, 151 25 Marousi, Athens.

Remuneration and Nomination Committee

The Board of Directors has established the Remuneration and Nomination Committee comprising of three non-executive members of the Board: Mr. K. Apostolides, Mr. I. Vezanis, and Mr. Y. Ioannidis. It is noted that Mr. Apostolides and Mr. Vezanis are independent members of the Board of Directors of the Company. The Chief Executive Officer and the Head Director of Human Resources, neither of whom has voting rights, also participate at the Committee’s meetings.

The objective of the Committee is to prepare and submit to the Board of Directors recommendations regarding the remuneration policy of the Company, as well as the approval of the nomination of the General  Directors following a proposal of the CEO.

Audit Committee

A. The mission of the Audit Committee is to provide assistance to the Board of Directors in fulfilling its obligation to the shareholders, potential shareholders, the investment community and others, for the supervision of (i) the integrity of the company’s annual and semi-annual financial statements, (ii) the effectiveness of the Company’s internal controls, including internal controls over financial reporting, (iii) the Company’s compliance with legal and regulatory requirements, (iv) the independence and qualification standards of the external auditors (v) the Company’s Internal Audit & Compliance Department and (vi) the adoption and operation of the Compliance Management System that the Company has established

B. The Audit Committee comprises of  at least  three non-executive members of the Board of Directors with appropriate level of knowledge and expertise. The Board appoints the Committee members. Members of the Audit Committee are today the two independent –non executive members Mr. K. Apostolides (President), Mr. I. Vezanis, as well as the non executive member   Mr. G. Mavrakis.   The Chairman is elected by the Audit Committee members.

A quorum is constituted when at least two members are present. Participation in the meetings through representatives is not allowed. Decisions can be taken by the absolute majority of members attending. In the event of no majority decision, the Chairman of the meeting shall have a casting vote.

Members are obliged not to serve on more than two other audit committees in other companies, unless the Board of Directors considers that such simultaneous service does not impair the ability of such audit committee member to serve on the Audit Committee.

Participation of Audit Committee members in other Committees of the Board of Directors is not prohibited.

The Audit Committee members are performing an annual self assessment. The results of the assessment are presented to the Board of Directors.

The mandate of the Audit Committee members shall not overcome their mandate as members of the Board of Directors and cannot be renewed more than twice (i.e. three times maximum).

C. The main responsibilities and authorities of the Audit Committee according to its Regulation Manual as approved by Board of Directors of the Company are:
1. Advises on the selection of the External Auditor and discloses its opinion to the General Assembly. To this effect, the Audit Committee examines among others: the independence, the competence, the quality of audit and the reasonability of professional fees. Reviews the deliverables of past audits, including management letters for the improvement of internal control mechanisms and the details of the external audit engagement (including audit effort, plan and scope, fees and composition of the audit team, e.t.c).
2. Ensures that the External Auditors rotate according to the requirements of the legislation in force.
3. Sets clear hiring policies for employees or former employees of the Auditing Firm. Such policies are made in accordance with the legislation in force for the protection of the External Auditor’s independence.
4. Obtains and reviews, annually, a report by the External Auditor describing the Auditing Firm’s internal quality control procedures.
5. Ensures the External Auditor’s independence. For this reason, the Audit Committee a) requests from the External Auditors and the Auditing Firm to confirm in writing their independence, b) pre-approves any assignment to the External Auditors or to the Auditing Firm of the OTE Group of additional services, in order for the Audit Committee of OTE to approve such assignment.
6. Receives, annually, from the External Auditors information concerning eventual threats to their independence and the safeguards applied to mitigate such threats, as well as eventual additional services provided.
7. Reviews the policies and practices with respect to risk identification, assessment and management, including discussions with Management about these issues. 8. Recommends to the Board of Directors the appointment of an Internal Audit Director and his annual remuneration.

8.   Promotes the adoption of uniform internal audit methodologies for the Company and its subsidiaries, receives reports from the Internal Audit Department with respect to the compliance of the subsidiaries to those methodologies, as well as with eventual important findings of the subsidiaries’ internal controls.
10. Identifies deficiencies in internal control system and methodologies of the Company and its subsidiaries based on the findings of the report of the Internal Audit and Compliance Department.
11. The Audit Committee:
11.1. Supervises the Internal Audit and Compliance Department in order to ensure its independence.
11.2. Reviews the overall scope and plan of the Internal Audit and Compliance Department, including the budget, the annual plan and the adequacy of staffing.
11.3. Performs the annual evaluation of the Internal Audit and Compliance Director and the evaluation of the effectiveness of the activities of the Internal Audit and Compliance Department and more specifically: a) the degree of its independence, b) the quality of its controls, c) the priorities determined by changes occurring in the operation of the Company, d) its overall effectiveness.
11.4. Is directly responsible for the resolution of any disagreements between the Management and the External Auditors regarding financial reporting.

12. Reviews the plan of External and Internal Auditors and proceeds to recommendation for the avoidance of duplication of work. Furthermore, it proposes eventual special areas where further controls from the External or Internal Auditors are imposed.
13. Reviews the annual and semi-annual financial statements in collaboration with the External Auditors.
14. Reviews accounting policies adopted by the Management for preparation of the Financial Statements and collaborates periodically with the External Auditors in this respect.
15. Is informed from the External Auditors for any deficiencies or findings identified during internal controls over financial reporting.
16. Establishes procedures for receipt, retention and treatment of complaints related to accounting, internal accounting controls or auditing matters, as well as of confidential reports submitted by employees regarding questionable accounting or auditing matters. Such policies and procedures are in alignment with the ones adopted by the Parent.
17. Supervises the compliance of the Company with applicable laws and regulations. In particular:
17.1. Reviews the Company‘s Code of Conduct for its compliance with applicable laws and regulations.
17.2. Reviews, periodically, the established by the Management programs for ensuring the compliance to the Code of Conduct.
17. 3. Conducts, annually, a review of all related party transactions for identifying potential conflict of interest situations.
17.4. Informs the Board of Directors on all cases where there is a potential conflict between the personal interests of the Board members or the Management and the Company according to the Internal Regulation Manual of the Company.

18. Supervises the operation and the effectiveness of Compliance Management System via reports that it receives every 3months from the Compliance Officer of the Company.

19. Receives reports on cases recognised or identified and investigation, results from Group Compliance Officer.   

  1.6. Issues, proposals and incidents related to Compliance on the basis of reports, received from Group Compliance Officer and of eventual recommendations by the Compliance & Corporate Governance Committee.
 

D. The Audit Committee meets at the Company headquarters at least every two months.

Group Internal Audit and Compliance Department

A.                 GROUP INTERNAL AUDIT DEPARTMENT

In order to satisfy the principles of Corporate Governance and Management’s responsibility for the achievement of established corporate objectives, COSMOTE’s Management has incorporated a system of Internal Controls (SIC), comprised of control mechanisms and procedures in order to cover any COSMOTE’s or its subsidiaries activity in a continuous basis and contribute to their effective and secure operation.

The System of Internal Controls ensures the following objectives:

a) The implementation of corporate strategy.

b) Risk identification, assessment and management (operational risk is also included)

c) Reliability and integrity of financial information data required in order to determine the accuracy, completeness and timeliness of financial statements of Cosmote and its subsidiaries

d) Compliance with existing laws, regulations or regulatory frameworks, including internal rules and ethics rules.

e) Prevention and detection of fraudulent activities that can expose at risk the reputation and the interests of Cosmote, its shareholders and its contracting parties.

 In order to encourage its efficient operation as well as its continuous monitoring of the Internal Control System (ICS), the COSMOTE Group Internal Audit & Compliance Department has written the Internal Audit Charter. Cosmote Audit Committee has approved this Internal Audit Charter with its decision on December 2006, as amended in August 2008.

  The mission of COSMOTE’s Internal Audit Department (IAD) and the relative subsidiaries units, where they exist, is to assess the adequacy and effectiveness of the System of Internal Controls of the Company.

Director of the IA Department is appointed by the Board of directors of COSMOTE S.A. Internal Audit & Compliance Department reports directly to the BoD in order to ensure its independence and its activity is monitored by the Audit Committee.Internal auditors, in the discharge of their responsibilities, are independent and subject to no other authority from other business units.

Internal Audit & Compliance Department is responsible for the submission to the Audit Committee of the following:

• Strategic and Annual audit plan of Cosmote and its subsidiaries. 
• Audit Reports, including the assessment of the adequacy and effectiveness of internal audit budget and resources in order to effectively monitor the Company’s processes, risk management procedure, compliance with existing laws and regulations and compliance to recommendations regarding the improvement of the control environment in respect to the results of the previous controls.
• Detailed information regarding internal audit projects (place, time, staff, comments, related reports etc.).
• A report regarding the content and level of compliance with the Internal Regulation Manual.

 Furthermore, Internal Audit & Compliance Department supports the Audit Committee to fulfill its duties and responsibilities, derived by Audit Committee Charter.

COSMOTE Group Internal Audit & Compliance Department is responsible for COSMOTE as well as its subsidiaries (through local internal audit departments).

Scope of the Internal Audit Department work is consisted on the assessment and examination of the level of adequacy and effectiveness of corporate governance, risk assessment, system of internal controls and the level of staff responsibility in order to confirm and attain corporate objectives.

Specifically, the Internal Audit & Compliance Department:

• Reviews the implementation and compliance with the Internal Regulation Manual and the Company’s Statutes as well as the legislation in force regarding the Company and more specifically the legislation for Societes Anonymes.
• Reviews legitimacy of remuneration and any type of benefits provided to the Management members regarding the decisions of the competent bodies of Cosmote.
• Reviews the relations and transactions of the Company with its affiliates (as per article 42 ^ε  paragraph 5 of Law 2190/1920).
• Reviews compliance with Sarbanes – Oxley Act, when and where needed.
• Conducts ordinary or extraordinary audits in order to assess the adequacy of existing System of Internal Controls regarding:

•     Systems adopted in order to safeguard the compliance with the policies, procedures, laws and regulations and which can significantly affect the accomplishment of the Management goals and the required compliance of the Company.

• Efficient and effective use of available resources.
• Safeguarding of Company’s assets.
• Prevention and detection of fraud activities (internal or external).
• Reliability and integrity of financial information data and the means used in order to collect, analyze clasify or communicate information.
• Recommends or proposes improvements at existing control points, implementation of new controls or remediation plans, when and where needed, in order to ensure security and safety of the Company
• Review the effectiveness and efficiency of the risk management system, consisted of:
• Risk assessment
• Monitoring
• Consulting activities
• Special investigations
• Provide, when and where needed and apart of its audit and consulting activities, its expertise and opinion in areas such as risk management, security, Code of Ethics, environmental issues, external audit and corporate governance.

 For the accomplishment of the above mentioned mission of the IAD, the Management of the Company provides the staff of the IAD all the necessary means in order to facilitate the execution of an efficient and adequate internal control

 The Internal Audit Director and the staff of the IAD and relevant units of the subsidiaries have responsibility to:

•          Develop a strategic audit plan providing for the review of significant operations of the Company based on an assessment of risk pertaining to the achievement of Company’s objectives, and submit that plan to the Audit Committee for review and approval.

•        Develop a flexible annual audit plan, consistent with the strategic plan using appropriate risk-based methodology, and submit that plan to the audit committee for review and approval at the commencement of each calendar year.

•        Implement the annual audit plan, as approved, including, and as appropriate, any special tasks or projects requested by Management or the Audit Committee.

•        Assist in the investigation of significant suspected fraudulent activities within the organization and notify Management and the Audit Committee of the results.

•        Inform periodically and at least once per quarter the Board of Directors concerning the results of the Internal Audit, the evolution of the audit work, the level and time of implementation of audit suggestions concerning the development of certain Company’s units and the conflict of interest between the members of the Board of Directors or the Management of the Company with the Company’s interests, which notices during the performance of their duties.

• Presence of one member of the Internal Audit Department at the General Meeting of the Company
• Maintain a file of audit work papers and audit evidence which were used during the performance of the internal audit fieldwork, in order to support audit findings and recommendations in the audit reports sent to the BoD or the Management and to express founded proposals regarding the efficacy of the existing control system
• Draft of audit reports to the Management of the Company, in respect to:

1.      the level of compliance of each unit of the Company with different policies and procedures

2.      the adequacy of the existing internal control points

3.      the compliance of the Company to its regulatory framework

4.      the level of implementation of the Management strategic objectives

• Monitor the implementation of their recommendations by performing follow – up audits, in order to consider whether previous recommendations for the settlement or correction of deficiencies have been approved, and to what extent according to the implementation timetable.
• Monitor their work with the work of the external auditor in order to improve the communication and avoid duplication of work.

Internal Audit Department has the responsibility to assess the System of Internal Controls of the subsidiaries of Cosmote and the responsibility of continuous monitoring of their respective internal audit units.

The Internal Audit Department Staff shall bind themselves during the performance of their duties in Cosmote and its subsidiaries by adherence to the principles of the “Code of Ethics and the principles of the “ International Standards for the Professional Practice of Internal Auditing ” ( Standards ), as adopted and in force by the Institute of Internal Auditors. 

B. COMPLIANCE SUB-DIVISION

 The mission of COSMOTE’s Compliance Sub-Division is to ensure the compliance of COSMOTE Group Companies with the applicable legal framework, the rules and regulations, the internal policies, principles and ethics according to their activities.  

The Group Internal Audit & Compliance Director, the staff of the Compliance Sub division as well as the staff of the relevant units of the subsidiaries have responsibility for:

•         The development of Compliance Policies for all COSMOTE Group Companies and their submission for approval to COSMOTE Audit Committee and BoD.

•         Ensuring consistency of Compliance Policies with Operations. Ensuring their smooth implementation in all countries. Conforming operations to policy requirements.

•         Cooperating with Top Management across COSMOTE Group, to ensure the implementation of Compliance policies, of monitoring & investigation activities, and to build awareness, commitment across the Group.

•         Ensuring the provision of adequate resources for the implementation of Compliance policies and plans.

•         Identifying and enforcing training requirements as well as the implementation of training programs, while implementing appropriate measurement criteria at the appraisal process.

•         Creating a culture of open communication by responding appropriately to received reports, investigating reported concerns and submitting regular reports on trends or issues identified.

•         Facilitating compliance audit activity and investigations. Being responsible for the implementation of monitoring & investigation activities of operations. Implements corrective actions as required by adverse audit findings, and introduces prevention measures.

•         Contacting investigations / audits in relation to tip off information.

•         Communicating standards for enforcement and discipline throughout the organization.

•         Ensuring the alignment of all controlling documents regarding compliance issues (e.g. contracts, policies, procedures) to compliance standards to facilitate disciplinary action when needed.

•         Communication to the Group of all standrads required to be implemented and followed by all staff.

•         Annual Risk Assessment for the recognition of areas to be improved.

•         Daily management and operation of communication channels (e.g. telephone line, e-mail, internet portal, P.O. Box, etc.) for the submission of reports or whistle blowing related to compliance issues.

•          Daily management and operation of communication channels (e.g. telephone line, e-mail, internet portal, P.O. Box, etc.) for the submission of questions, frequently asked questions and handling advices related to compliance issues.

•         Recording and repository management of incidents, reports and investigation/ audit results.

•         Issuing periodic reports to update the Compliance & Corporate Governance Committee in relation to the operational efficiency of established procedures and the level of implementation of approved policies.

•         Issuing periodic reports to update the Audit Committee in relation to the overall efficiency and effectiveness of the Compliance Management System.

•         Submission of periodic reports to the OTE Group Compliance Officer.

Cosmote Group Compliance & Corporate Governance Committee

The BoD has formed Cosmote’s Group Compliance & Corporate Governance Committee (the Committee). Mission of the Committee is the monitoring of the application in Cosmote’s Group of Companies of the Compliance Management System Program (CMS Program) and, in this framework, the support of the Compliance Officer, the examination of corporate governance matters and the recommendation for the relevant decision making for the on going improvement of corporate governance within Cosmote’s Group of companies.

Within the framework of its mission, the Committee has the following competences and obligations:

• Monitoring of the best international practices of corporate governance.
• Introduction of measures/procedures for the improvement of corporate governance.
• Definition and application of the CMS Program.
• Handling issues of compliance and corporate governance.
• Review of the reports and results of compliance procedures.
• Supporting on the planning of compliance auditing.
• Definition of compliance programs and decisions on relevant matters.
• Ensuring of effective communication of employees regarding the CMS Program.
• Appointing the proceeding of researches in relation to information.
• Support of company procedures regarding the analysis of risks.

The Committee is composed by the following persons:

(i)                  For Compliance matters: Compliance Officer, Internal Audit  Director, Legal Counsel – General Director of Competition, Legal and Regulatory Affairs, Director of Information Security and  Prevention of Telecommunications Fraud, General Director of Human Recourses.

(ii)                For Corporate Governance matters: Compliance Officer, Internal Audit Director, Legal Counsel – General Director of Competition, Legal and Regulatory Affairs, General Director of Human Recourses, Director of Corporate Affairs.

In addition, other persons (Cosmote’s executives’ or third persons) may participate in the Committee’s meetings, as the Committee approves.

The Committee refers  regarding the administrative structure to the Managing Director and  regarding the functional structure to Cosmote’s Audit Committee.

The Committee meets at the Company’s registered office at least once every three months.

Executive Committee

The Executive Committee supports the Chief Executive Officer and is responsible for reviewing all important corporate issues, preparing proposals, taking decisions and ensuring their effective implementation. Furthermore, its role is important for the accomplishment of the inter-company information, the co-ordination of the Departments work and the support of the Chief Executive Officer. Through its activities, the image of the Company and all the crucial and important issues are outlined, while the Executive Committee promotes the implementation of all important targets and plans.

The Committee consists of the Chief Executive Officer, the Heads of the General Departments, the Legal Counsel of the Company, the General Manager Advisor to the CEO, the Corporate Affairs Director  and Business Performance and Development Director.

The members of the Executive Committee are shown below:

None of the members of the Board of Directors and the above mentioned executive officers are related by blood or marriage. The postal address of the Board of Directors is the principal offices of the Company: 44 Kiffisias Avenue, 151 25 Marousi, Athens.

None of the above mentioned persons are involved in other important activities except COSMOTE, while some executive officers participate in the management of the companies of OTE Group.

Group Executive Committee

The Group Executive   Committee is charged with oversight of the companies of COSMOTE Group.

The Group Executive Committee consists of the members of the Executive Committee of the Company, the Managing Directors of these affiliated companies and the Managing Director of  GERMANOS S.A.

Transactions of certain persons

The Company has drafted procedures and rules concerning the monitoring and pre-announcement of important transactions concluded by the members of the Board of Directors and the executive officers of the Company with the Basic Clients or Basic Suppliers. The members of the Board of Directors, the General Directors and the Directors of the Company are obliged to inform the Board of Directors of the Company before the conclusion of each important transaction or economic activity and not to proceed to its conclusion, if they do not receive the prior approval of the Board of Directors.

Transactions with affiliated companies

The Company has drafted a procedure concerning the conclusion of contracts with affiliated companies. All such contracts follow the arm’s length principal.  

The Group Internal Audit  and Compliance Department prepares on an annual basis a list with all the transactions of the Company with its affiliates and submits this list to the Board of Directors within the first quarter of the following year, in order for the latter to draft a relevant report on this subject on an annual basis, as well.

Articles of Association

CODIFIED ARTICLES OF ASSOCIATION

 OF THE SOCIETE ANONYME UNDER THE NAME

«COSMOTE –  MOBILE TELECOMMUNICATIONS S.A.»

EURO  157.899.931,00

CHAPTER A'

name, DURATION, SEAT, OBJECTS

Article 1

Incorporation – Name

A Societe Anonyme is incorporated under the trade name of "«COSMOTE – ΚΙΝΗΤΕΣ ΤΗΛΕΠΙΚΟΙΝΩΝΙΕΣ ΑΝΩΝΥΜΟΣ ΕΤΑΙΡΙΑ»".

In the Company's transactions with foreign persons the Company's name will be expressed in true translation in any foreign language. In English, its name is «COSMOTE – MOBILE TELECOMMUNICATIONS S.A.»

The Company’s Logo is «COSMOTE».

Article 2

Duration

The Company's duration, starting from the date on which the Company will acquire legal entity by entry in the Societes Anonymes Register of the administration's decision to grant permission for the incorporation of the Company and approval of its Articles of Association, is fixed at fifty years.

Article 3

Seat

The Company’s  seat is in the Municipality of Amarousio, Attika.

By resolution of its Board of Directors, the Company may create branch offices or agencies in Greece or abroad.

Article 4

Object

1.      The Company's object is to exercise the following activities:

a.       Installation, operation, maintenance, exploitation, management and development of mobile telephony systems and generally of electronic communication systems, hereinafter referred to as "systems", at local, national and international level.

b.      Supply and distribution of equipment used in Greece or abroad in connection with those systems.

c.       Design, development, production, supply, use, sale, rental,  lease, financial leasing and maintenance of telecommunication - equipment systems and the assumption of any activity related to mobile  and electronic communications.

d.      Installation and operation of units for the support of the "systems" in Greece or abroad.

e.       Development, exploitation, management and offer of mobile  electronic communications services and related added value services in Greece or abroad through the "systems".

f.        The acquisition of property or rights of use or exploitation by purchase, lease or in any other way whatsoever and the right to dispose or impose charges on (I) telecommunications equipment and means of offering telecommunication services and (II) mobile or fixed assets or other rights, regardless of their location.

g.       The representation and distribution in Greece and abroad : a) of products and services related to the systems and b) generally of products and services related to the electronic communication.

h.       The design, development, production and sale, and in any other way disposition of electronic commerce applications. The provision of electronic commerce services and any other activity related to electronic commerce.

i.         The provision, distribution and sale (marketing) of any kind of product that will advertise and promote the Olympic Games of Athens 2004 as well as the products and services of the Company

j.        The management and business administration of legal entities of any type, which act in the field of mobile and electronic communications in Greece or abroad.

k.      The provision of consulting and training services, concerning the planning, installation and operation of telecommunication systems as well as consulting and training services concerning the management and business administration of legal entities of any type, which act in the field of mobile communications in Greece or abroad.

l.         The provision, to legal entities of any type which act in the field of mobile communications in Greece or abroad, of services with respect to their operations.

m.     The production and exploitation of software developed by the Company  with respect to the telecommunications.

n.       The development, management, exploitation, and provision of services related to the maintenance and repair of handsets and systems for mobile and generally for electronic communications.

• .      The design, development, management, exploitation, and provision of services related to any activity concerning commercial transactions (purchases, supply, orders, payments of any kind of products and services etc) through handsets and electronic communication systems.

The Company's object in general includes the undertaking of any activity related to wireless, mobile and generally electronic communications, including activities in the fields of electronics and data processing in general.

2.      In order to achieve the above-mentioned object, the Company is entitled:

a.       To conclude all kinds of contracts or agreements with natural or legal persons, Organisations, companies, State or Private Law legal entities, states or International Organisations.

b.      To establish all kinds of companies or to participate in companies or joint ventures or businesses of any form, Greek or foreign, having the same or similar objects or promoting the Company's object in any way.

c.       To establish branch offices, agencies, offices or representations anywhere in Greece or abroad.

d.      To represent Greek or foreign commercial companies related to the Company's objects.

e.       To offer technical or consultation services to Greek or foreign persons or legal entities.

f.        To professionally train manpower for employment in the Company or the companies or joint ventures in which it participates and to make available working or scientific or training personnel to third persons.

g. To conclude loans for itself, to accept personal or other guarantees, to undertake obligations, to issue drafts, bills of exchange, cheques, bonds or other securities or titles on behalf of the Company and to give real insurance.

h. To undertake any related commercial or other activity and effect any legal action or transaction directly or indirectly related to the Company's object or directly or indirectly aiming at the fulfilment of the Company's object.

CHAPTER B

SHARE CAPITAL - SHARES

Article 5

Share Capital

1.      The share capital of the Company amounts to  one  hundred and  fifty  seven million   eight hundred ninety nine thousand nine hundred and thirty one (157.899.931,00 Euros)  divided into three hundred and  thirty  five r million nine hundred and fifty seven thousand three hundred (335. 957.300  ) nominal shares of nominal value of forty seven Euro cents (0.47) each.

The share capital of the Company was formed as follows:

a.       At the establishment of the Company, by depositing 1.200.000.000 (one billion two hundred millions) Greek Drachmae in cash from the founders of the Company and by issue of 1,200,000 (one million two hundred thousand) shares of a nominal value of one thousand (1,000) Greek drachmae each, according to article 31 of the initial Statutes of the Company (Official Gazette No.6719/3.10.1996 Societes Anonymes and Limited Liability Companies Issue).

b.      By resolution of the Extraordinary General Meeting of the shareholders of the Company (dated 18.12.1996), it was increased by an amount of 28.800.000.000 (twenty eight billion eight hundred million) Greek drachmae by issue of 28.800.000 (twenty eight million eight hundred thousand) nominal shares of nominal value of one thousand (1,000) Greek drachmae each (Official Gazette No.1095/12.3.1997 Societes Anonymes and Limited Liability Companies Issue).

c.       By resolution of the Extraordinary Universal General Meeting of the shareholders of the Company (dated 21.3.1997), it was increased by an amount of 20.000.000.000 (twenty billion) Greek drachmae by issue of 20.000.000 (twenty million) registered shares of nominal value of one thousand (1,000) Greek drachmae each. That increase was materialised: a) by contribution in kind of the license for the operation of DCS 1800 mobile telephony network in Greece that was transferred (contributed) by the “ORGANISATION OF GREEK TELECOMMUNICATIONS S.A.” to the Company by virtue of article 15 of Law No 2465/1997, the value of which was determined according to article 15 of the aforementioned Law to the amount of 16.346.823.305 (sixteen billion three hundred forty six million eight hundred twenty three thousand three hundred and five) Greek drachmae and b) by depositing an amount of 3.653.176.695 (three billion six hundred fifty three million one hundred  seventy six  hundred ninety five) Greek drachmae.

d.      By resolution of the Extraordinary Universal General Meeting of the shareholders of the Company (dated 31.07.2000), it was decided that the nominal value of the shares be decreased, with a simultaneous increase of their total number, by 6,25 times, so as the nominal value of each share be GRD 160. Thus there have been 312.500.000 shares of a nominal value GRD 160 each.

e.       By the same above (under d) resolution of the Extraordinary Universal General Meeting of the shareholders of the Company, the share capital of the Company was increased by an amount of two billion eight hundred million GRD (GRD 2.800.000.000) by the issue in cash of seventeen million five hundred thousand (17.500.000) nominal shares of a nominal value of one hundred sixty (160) GRD each.

f.        By resolution of the 4 ^TH Universal Ordinary General Meeting of the shareholders of the Company (dated 12.06.2001), the share capital of the Company was increased by an amount of fifty million three hundred and twenty five thousand GRD (GRD 50,325,000) with capitalization of the reserves from the issuance of shares above par with a simultaneous increase in the nominal value of the share from GRD one hundred and sixty (160) to one hundred and sixty GRD and one thousand five hundred and twenty five parts of the drachma (160,1525) and on the other hand the expression of the share capital and the nominal value of the share and in Euro.

g.       By resolution of the Extraordinary General Meeting of the Shareholders (dated 21.02.2002) the harmonization of article 5 of the Articles of Association was decided with the resolution of BoD Meeting No 115/21.12.2001 (item 3) under which according to article 13 par. 9 of C.L. 2190/1920 the share capital was increased by twenty six thousand two hundred and fifty eight Euro and ninety Euro cents (26,258.90) in cash and the issue of fifty five thousand eight hundred and seventy (55,870)  nominal shares of a nominal value of forty seven Euro cents (0.47) each and the expression of the share capital in Euro only.  

h.       By resolution of the Ordinary General Meeting of the Shareholders (dated 3.6.2003 – item 10) the harmonization of article 5 of the Articles of Association  was decided with the resolutions of BoD Meetings No 138/19.12.2002 and 139/14.1.2003 under which according to article 13 par. 9 of C.L. 2190/1920 the share capital was increased by thirty nine thousand one hundred and twenty seven Euro and fifty Euro cents (39,127.50) in cash and the issue of eighty three thousand two hundred and fifty (83,250) nominal shares of a nominal value of forty seven Euro cents (0.47) each.

  i. By resolution of the Ordinary General Meeting of the Shareholders (dated 08.06.2004 – item 8)  the harmonization of article 5 of the Articles of Association was decided  with the resolution of BoD Meeting No 161/23.12.2003 under which according to article 13 par. 9 of C.L. 2190/1920 the share capital was increased by four hundred  ninety three thousand and ninety one Euros and ten Euro cents (493,091.10) in cash and the issue of one million forty nine thousand one hundred and thirty (1,049,130)  nominal  shares of a nominal value of forty seven Euro cents (0.47) each.

j. By resolution of the Extraordinary  General Meeting of the Shareholders (dated 28.2.2005 – item 3) the harmonization of article  5 of the Articles of Association was decided with the resolution of BoD Meeting No 186/23/12/2004 under which according to article 13  par. 9 of C.L.2190/1920 the share capital was increased  by six hundred and five thousand  four hundred and seventy seven Euros and fifty Euro cents ( 605.477,50 ) in cash and the issue of one million two hundred  eighty eight and two hundred fifty (1.288.250) nominal shares of nominal value of fourty seven Euro cents (0,47)  each.

k. By resolution of the Extraordinary General Meeting of the Shareholders (dated 27.1.2006 – item 6) the harmonization of article 5 of the Articles of Association was decided with the resolution of BoD Meeting No 209/22.12.2005 under which according to article 13 par. 9 of C.L. 2190/1920 the share capital was increased by five hundred sixty nine thousand four hundred and fifty six Euros and seventy Euro cents (569.456,70)  in cash and the issue of one million two hundred eleven and six hundred and ten (1.211.610) nominal shares of nominal value of forty seven Euro cents (0,47) each.

l. By resolution of the Extraordinary General Meeting of the Shareholders dated 28.2.2007  (item 3), the harmonization of article 5 of the Articles of Association was decided with the resolution of BoD Meeting No 238/22.12.2006 under which according to article 13  par. 9 of C.L.2190/1920 the share capital was increased by five hundred and fourteen thousand two hundred and twenty two Euros and thirty Euro cents (514,222.30) in cash and the issue of one million ninety four hundred and ninety (1.094.090) nominal shares of nominal value of forty seven Euro cents (0,47)  each.

m. By resolution of the Board of Directors No 266  dated 21.12.2007  (item 3), the harmonization of article 5 of the Articles of Association was decided with the resolution of BoD Meeting No 266/21.12.2007 (item 2)  under which according to article 13  par. 13 of C.L.2190/1920 the share capital was increased by five hundred and fifty two thousand  two hundred and ninety seven Euros  (552,297,00) in cash and the issue of one million one hundred and seventy five and one hundred  (1.175.100) nominal shares of nominal value of forty seven Euro cents (0,47)  each.

2.      During the first five-year period from its incorporation, the Board of Directors by resolution taken by majority two thirds (2/3) of the total number of its members, may Increase the share capital in whole or in part by issue of new shares. The amount of such increases cannot exceed the original share capital. The above-mentioned resolution of the Board of Directors is subject to the publicity formalities of article 7b of Codified Law 2190/1920 as in force. The above authority of the Board of Directors may be renewed by the General Meeting of the Shareholders  for a period of time which cannot exceed five years for every renewal  and its validity begins from the termination of every five year period. The resolution of the Shareholders General Meeting is subject to the publicity formalities of article 7b of Codified Law 2190/1920.

3.      The General Meeting is entitled, during the first five-year period of the incorporation of the Company, by resolution made in accordance with the provisions of article 13 hereof, to increase in whole or in part the share capital by the issue of new shares up to five times in total of the initially paid up capital.

4.      Notwithstanding the provisions of the two preceding paragraphs, if the Company's reserves exceed one fourth (1/4) of the paid up share capital, a resolution of the General Meeting and amendment of the article of the Statutes concerning the share capital is always required in order to increase the capital. This resolution is made by the extraordinary quorum and majority of article 14 hereof.

5.      The increases of capital that are decided in accordance with paragraphs 2 and 3 of this article do not constitute an amendment of the Statutes.

6.      In case of an increase of the share capital that is not effected by contribution in nature or by the issue of bonds with a right to convert them into shares, the provisions of article 7 paragraph 4 of these Statutes are applied.

7.      The competence of the Board of Directors to increase the share capital according to paragraph 2 may be exercised in parallel to the competence of the General Meeting as per paragraph 3 of this article.

Article 5a

Issuance of  Bonds

1.      For the issuance of ordinary Bonds and Bonds exchangeable with shares,  a decision of the General Meeting of the Shareholders is required, with ordinary quorum and majority as provided in article 13 of the present Statutes or a decision by the Board of Directors.

2.      For the issuance of a Bond a) conferring to the Bond-holders a right to convert their bonds into Company’s shares or b) conferring to the Bond-holders a right either to receive beyond the interest and a certain percentage on the profits, remaining after the receipt of the first dividend by the ordinary and preferred shareholders as provided in article 45 of the Codified Law 2190/1920, or to receive other additional benefit which depends on the production level or the Company’s activity in general,  a decision of the General Meeting of the Shareholders is required , with  extraordinary quorum and majority as provided in  article 14 of the present Statutes.

3.      The Board of Directors may decide the issuance of a loan in the form of convertible bonds under the conditions stipulated in  article 5 par.2 of the present Statute.

4.      The provisions regarding the publicity of the increase of the share  capital and  the limits stipulated in par.8 of article 13 of the Codified Law 2190/1920 apply accordingly to the decisions of  par.2 and 3 of the present article.

5.      The increases of capital decided in accordance with the provisions of  par.2 and 3 of the present article do not constitute   amendment of the Statutes.

Article 6

Shares

1.      The shares are  nominal and indivisible and the Company recognises only one person as the owner of each share. All ex indiviso owners of a share or of any other title or the persons having acquired rights therein and those having usufruct or naked ownership can only be represented before the Company by one and only person appointed by mutual agreement or by any other legitimate means.

2.      Share titles may be issued for one or several shares, each share retaining its independence, and are cut out from a special book, are numbered and bear the full names of the shareholders, the date of issue, the number of shares and all other data provided by the Law and the Articles of Association, as well as the signature of two members of the Board of Directors appointed by the Board. The title also includes a provision concerning the procedure of article 8 hereof, according to which the non observance of the conditions provided by that article on the sale, transfer or on any right in rem on shares entails nullity of the title.

3.      Until the final titles are issued, provisional nominal single or multiple titles signed in the same manner as final ones, will be delivered to the shareholders.

4.      Final titles are delivered only after return of the provisional ones.

5.      Claims for dividends that were not exercised within five (5) years of the date fixed for payment are prescribed.

6.      The General Meeting of the Shareholders decides on the conversion of nominal shares into bearer's shares and vice versa in accordance with article 15 of these Statutes, by amendment of the present article.

CHAPTER C'

Shareholders

Article 7

Rights of the shareholders

1.      The liability of the shareholders is limited to their contribution, i.e. to the nominal capital of their shares. Each share entitles its owner to participate in the product of the liquidation of the Company's estate in case of dissolution of the Company and in the distribution of its profits pro rata of the ratio of the paid up capital of the share to the total paid up share capital. The rights and obligations arising from each share follow the owner of its title, and the ownership of the title of each share entails ipso jure the acceptance of the terms of the Company's Articles of Association and the resolutions of the General Meeting and Board of Directors made in accordance with the Law and the  Articles of Association .

2.      The shareholders who are lenders or the general or special successors of the shareholders’ lenders may not in any case cause confiscation or sealing of any of the Company's assets or seek distribution or liquidation of the Company or interfere with the administration of the Company.

3.      Each shareholder, regardless of his place of residence as far as his relations arising from his capacity as a shareholder, is considered to have his legal place of residence in the city where the Company's seat is located and is subject to the Greek Laws.

4.      In any case of increase of the share capital that is not effected by contribution in nature or by issue of bonds with a right to convert them into shares, an option on the new capital or the bonded loan as a whole is granted to the persons who are shareholders at the time of issue, pro rata of their participation in the existing share capital. After expiry of the deadline fixed by the corporate body that decided the increase for the exercise of the option, that cannot be in any case less than one month, or, if the pre-emptive right results from shares which are listed in the Athens Stock  Exchange, fifteen days,  the shares that have not been taken up according to the above are freely disposed of by the Company's Board of Directors. In the event that the Company’s Body which has decided the share capital increase, failed to determine the time period for the exercise of the option, this deadline or its possible extension is determined by a decision of the Board of Directors, made within the anticipated time limits according to Art. 11 of the Codified Law 2190/1920. The invitation to exercise the option, that must also mention the deadline within which this option should be exercised, is published in the Societes Anonymes and Limited Liability Companies Issue of the Official Gazette. The invitation mentioned above and the deadline for the exercise of the option may be omitted, under the condition that in the General Meeting the shareholders, who were present, represented the total share capital and they were informed of the deadline, which was set for the exercise of the option or they stated their decision to exercise, or not the option. Subject to the restrictions of article 13 paragraphs 6 and 7 of Cod. L. 2190/1920, the option may be restricted or abolished by  resolution of the General Meeting made in accordance to article 14 of the Articles of Association.

5.        a. At the request of shareholders representing one twentieth (1/20) of the paid up share capital, the Board of Directors is obliged to convoke an extraordinary General Meeting of the shareholders specifying a date for the meeting no more than thirty days from the date of service of the application to the Chairman of the Board of Directors. The application contains the subject of the agenda.

b. At the request of a shareholder or shareholders representing one twentieth (1/20) of the paid up share capital, the Chairman of the Meeting is obliged to adjourn only once resolutions of the General Meeting, ordinary or extraordinary, for all or certain issues, fixing as the date of continuation of the meeting in order to make such resolutions the date specified in the application of the shareholders, which cannot be more than thirty days after the date of adjournment. The General Meeting following adjournment constitutes a continuation of the preceding one and no repetition of the formalities of invitation of the shareholders is  required. New shareholders may participate therein according to the provisions of articles 27 par. 2 and 28 of Cod. Law 2190/1920.

c. Following application by shareholders representing one twentieth (1/20) of the paid up share capital, submitted to the Company five complete days before the ordinary General Meeting, the Board of Directors is obliged:

(1) to announce to the General Meeting of shareholders the amounts that were paid within the last two years for any reason whatsoever by the Company to members of the Board of Directors or Managers or other employees, as well as any other grants by the Company to such persons or any agreement between the Company and such persons for any reason whatsoever.

(2) to give the requested specific information on the Company's affairs to the extent that such information is useful for the real evaluation of the issues of the agenda. The Board of Directors may refuse to give the requested information for a well-founded reason, such reason being mentioned in the minutes.

d. Following application of shareholders representing one third (1/3) of the paid up share capital, submitted to the Company within the deadline mentioned in the preceding paragraph and provided that such shareholders are not represented in the Board of Directors, the Board of Directors is obliged to give such shareholders at the General Meeting, or at its discretion before the Meeting to their representative, information on the course of the Company's affairs and estate. The Board of Directors may refuse to give such information for a sufficient well-founded reason, such reason being mentioned in the minutes.e. In the cases of the second clause of case c and d above, an eventual doubt as to the soundness or not of the reason for the refusal to provide the information, is resolved by the One-Member Court of First Instance of the Company's seat, according to the procedure of interim measures. By the same order, the Court obliges the Company to give the refused information.

f. Following application of shareholders representing one twentieth (1/20) of the paid up share capital, a decision on an issue of the agenda of the General Meeting is made by nominal invitation.

g. Shareholders representing at least one twentieth (1/20) of the paid up share capital are entitled to request audit of the Company by the One-Member Court of First Instance of the region of the Company's seat. The audit is ordered if it appears probable that the denounced acts violate the provisions of the law or the Company's Articles of Association or the resolutions of the General Meeting. The denounced acts must have taken place at a time no more than two years of the date of approval of the balance sheet for the fiscal year in which they took place.

h. Shareholders representing one third (1/3) of the paid up share capital may request audit of the Company by the One-Member Court of First Instance of the region of the Company's seat, if the whole course of the Company's affairs implies that the administration of the Company's affairs is not exercised according to the principles of good and wise management. This provision is not applicable if the requesting minority is represented at the Company's Board of Directors.

i. In cases a, b, c, d of this article, the applicant shareholders must keep deposited according to article 12 of these Articles of Association, the titles of the shares of which they are the owners, that entitle them to the above rights, as of the date of service of their application to the day of the General Meeting, and in case e until the issue of the court order. In cases g and h hereof, the applicant shareholders, for legalisation purposes, must keep their shares continuously deposited at the Deposits and Loans Fund, at the Bank of Greece or at any other recognised Greek bank until the court order is issued and at any rate no less than 30 days from the submission of their application.

Article 8

The transfer of the shares is free and is materialised according to art. 8b of the Codified Law 2190/1920.

CHAPTER D'

General Meeting

Article 9

Competence

1.      The General Meeting of the Company's shareholders is its supreme instrument and is entitled to decide on all matters of concern to the Company. It decides on all matters submitted to it and its decisions are binding also for absentee or disagreeing shareholders.

2.      In particular, unless the Law in force allows something different, the General Meeting is the sole responsible to decide on:

a.       Amendment of the Articles of Association, including increases of the share capital beyond the amount permitted according to article 5 par. 2 and 3 and 5a par. 3 hereof, and reductions of share capital, except for increases imposed by the provisions of other laws.

b.      Appointment of the members of the Board of Direction, with the exceptions of the cases provided in article 18 par. 4 hereof.

c.       Approval of the annual financial statements and distribution of annual net profits.

d.      Merger, winding up of the Company before expiry of its duration, extension of its duration, dissociation, conversion or revival, as well as appointment of liquidators, with the exception of the absorption of the Company by another Company owning 100% of its shares, according to article 78 of Codified Law 2190/1920.

Article 10

Convocation of a General Meeting

1.Every shareholder is entitled to participate in the General Meeting either in person or through a representative, provided that he is the owner of at least one (1) share.

2.The ownership of one (1) share entitles to one vote. The number of votes always increases by one for each share.

Article 11

Deposit of shares – Representation

1.      In order to be entitled to attend and vote at the General Meeting, a shareholder must deposit at least five (5) days in advance of the date fixed for the Meeting his shares or provisional titles with the Company's Cashier's Office or at the Deposits and Loans Fund or with any bank in Greece against receipt that will also be deposited with the Company at least five (5) days in advance of the meeting.

2.      Eventual representation documents must also be deposited at the Company's premises, as specified in paragraph 1 of this article, within the same 5-day deadline.

3.      Upon presentation of the above documents, the shareholder or his representative is given the receipt that serves as an entrance ticket for the Meeting.

4.      Forty-eight (48) hours in advance of each General Meeting a list of the persons entitled to vote, with mention of their eventual representatives and number of shares and each one’s voting rights and the addresses of the shareholders and of their representatives must be displayed at a conspicuous place in the Company's premises.

5.      Any objection against the list is raised, sub poena of non-acceptability, at the beginning of the meeting and before the Meeting begins deliberation on the agenda.

6.      The General Meeting, before starting deliberation on the agenda, may permit participation in its meetings of shareholders or representatives of shareholders who have not deposited their shares or powers of attorney (authorisations) in time.

Article 12

Invitation-Agenda

1.      The General Meeting of shareholders is convoked by the Board of Directors and meets regularly at the Company's seat once a year within the first six months of each fiscal year. However, the Board of Directors may convoke an extraordinary meeting whenever it considers it necessary.

2.      An extraordinary Meeting may be caused by shareholders representing at least one twentieth (1/20) of the paid up share capital, by application containing the subject of the agenda, according to the provisions of article 7, par. 5a and i hereof.

3.      The invitations to ordinary or extraordinary General Meetings, which include at least the building, the date and the time of the meeting as well as the agenda in clarity, are posted at a conspicuous place in the Company's premises and are published (a) in a daily political newspaper issued in Athens which in the opinion of the Board of Directors has a wide circulation throughout the country, and is selected among the newspapers mentioned in article 3 of L.D. 3757/1957 as in force; (b) in the Societes Anonymes and Limited Liability Companies issue of the Official Gazette, according to article 3 of P.D. dated 16/1/1930 re Societes Anonymes Bulletin (c) in a daily economical newspaper, among those considered as economical by decision of the Minister of Trade according to the detailed provisions of article 26 par. 2 of Cod. Law 2190/1920 and (d) in a daily or at least a weekly newspaper, among those which are published at the Company’s seat and in the event that no newspaper is published in that area, in a daily or at least a weekly newspaper among those which are published in the capital of the Prefecture where the Company has its seat. The daily or at least the weekly newspapers must fall into the criteria of article 1 of the L.D. 1263/1972 and of article 2 of the L. 4286/1963, respectively, as in force and they must be in circulation continuously as weekly papers at least for three (3) years.  In case of General Meetings repetitions, the above deadlines are reduced to half, according to article 26 of Cod. Law 2190/1920.  This deadline includes holidays but not the dates of invitation and meeting. If the number of the Company's shareholders does not exceed ten (10) and the shares are nominal, the invitation must be communicated to them by registered letter.

4.      Ten days in advance of each ordinary General Meeting each shareholder who so requests must be given the annual financial statements of the fiscal year to which the Meeting relates, together with the respective reports of the Board of Directors and the Auditors.

Article 13

Simple quorum and majority at the General Meeting

1.      The General Meeting is at quorum and meets validly on the agenda when shareholders representing at more than third (1/3) of the paid up share capital are present or represented thereat.

2.      If such quorum is not achieved, the General Meeting convenes again within twenty (20) days of the date of the adjourned meeting, by invitation sent at least ten (10) days in advance. The repeat meeting is at quorum and decides validly on the questions of the original agenda regardless of the percentage of the paid up share capital represented thereat.

3.      The resolutions of the General Meeting at the above-mentioned ordinary quorum are made by absolute majority of the votes represented at the Meeting.

Article 14

Extraordinary quorum and majority of the General Meeting.

1.      In exceptional cases, in case of resolutions related to the change of the Company's nationality, a change in the object of its business, an increase in the obligations of the Shareholders, an increase of the share capital not provided by the Statutes according to article 5, par. 2 and 3 of the present Articles of Association or imposed by provisions of laws or effected through capitalisation of reserves, a reduction of the share capital, a change in the mode of distribution of net profits, the merger, dissociation, conversion, revival, extension of the duration or winding-up of the Company, the conversion  of shares, the granting to the Board of Directors the power to increase the share capital or renewal of such power in accordance with article  5 par. 2 of this present Articles of Association, the waiver of  the pre-emption rights (rights of preference) provided for in Article 13 paragraph 5 of the Codified Law 2190/1920, conclusion or amendment of any of the agreements mentioned in article 23a of the Codified Law 2190/1920 and in any other case in which the law and these  Articles of Association provide that the quorum of this paragraph is required for a particular resolution of the General Meeting, the General Meeting is at quorum and deliberates validly when shareholders representing at least two thirds (2/3) of the paid up share capital are present thereat. Should this quorum be not achieved, the General Meeting convenes again following an invitation according to the provisions of article 13 par. 2 of the present Articles of Association  and is at quorum and validly deliberates and resolves on the issues of the original agenda if at least ½ of the paid up share capital are represented. If this quorum is not achieved the General Meeting is convoked and convenes again following the same procedure as immediately above mentioned and is at quorum and validly deliberates and resolves on the issues of the original agenda if at least one third (1/3) plus one of the paid up share capital is represented thereat.

2.      The resolutions of the General Meeting provided for in this article are made by majority of two thirds (2/3) of the votes represented thereat.

Article 15

Chairman, Secretary of the General Meeting

The Chairman of the Board of Directors or in case he is absent or impeded the Vice-Chairman provisionally chairs the Meeting. The functions of secretary are provisionally exercised by a person appointed by the Chairman among those attending the meeting or a third person, until the list of shareholders who are entitled to take part is ratified by the Meeting and the ordinary Presiding Board, which constitutes of the Chairman and a Secretary, who also acts as vote collector, are appointed. The Chairman and Secretary may also be proxies of shareholders.

Article 16

Agenda-Minutes of General Assembly

1.      The discussions and resolutions of the General Meeting are recorded in summary in a special book of minutes signed by the Chairman and Secretary.

2.       At the request of any shareholder, the Chairman of the Meeting is obliged to enter an accurate summary of his opinion in the minutes.

3.      A list of the attending or represented shareholders, prepared according to article 11 paragraph 4 of these Articles of Association  is also entered in this book.

4.      Official copies of the minutes are issued only by the Chairman or the Managing Director of the Board of Directors. After winding up of the Company and during its liquidation, the copies of minutes are ratified by a liquidator.

Article 17

Resolution to release of responsibility members of the Board of Directors and the Auditors.

Following approval of the annual financial statements the General Meeting by special vote effected by nominal invitation decides to release the members of the Board of Directors and auditors of any responsibility for indemnification. The members of the Board of Directors and the Company's employees participate in this vote, but only by their shares.

CHAPTER E'

Board of Directors

Article 18

Composition, term of office and responsibility of the Board of Directors.

1.      The Board of Directors consists of nine (9) members,  which  are appointed by the General Meeting of shareholders. 

2.      The term of office of the Board of Directors is three (3) years and is automatically extended until the first ordinary General Meeting after expiry of their term of office, that will appoint the new Board of Directors for the following three-year period, but cannot exceed four years.

3.      The members of the Board of Directors whose term of office has expired may be elected again without any restriction and may be recalled freely.

4.      In case of death, resignation or loss of membership for any reason of one or several members of the Board of Directors, the remaining members of the Board provided that they are at least three (3) appoint the replacements of the members of the Board of Directors who have died, resigned or lost their membership for the remaining of their term of office. This appointment of new members of the Board of Directors is submitted for approval to the first General Meeting that will follow. In case the General Meeting does not approve of the appointment, the validity of any action effected in the period from the appointment to the realisation of the General Meeting is not affected.

5.      The Director appointed to replace another and approved by the General Meeting retains his capacity for the remaining term of office of the replaced person.

6.      The acts of the Board of Directors, even if they are not related to the Company's object, are binding for the Company with regard to third persons, unless it is proven that the third person knew or should have known that the Company's object was exceeded. The observance of the publicity formalities as regards the Company's Articles of Association or its amendments does not constitute proof of this. Restrictions of the power of the Board of Director by the Articles of Association or by resolution of the General Meeting cannot be held against bona fide third persons, even if the publicity formalities have been observed.

Article 19

Chairman, Vice Chairman of the Board Directors and Managing Director

1.      The Directors appoint among themselves the Chairman and  the Vice Chairman of the Board.

In case the Chairman is absent or cannot exercise his functions, he is replaced by the Vice Chairman.  The Vice Chairman is replaced in the same cases by another member of the Board of Directors who is appointed during the meeting of the Board of Directors in view of its formation into a body . The capacity of Managing Director may coincide with that of another officer of the Board of Directors and in particular with the capacity of the Chairman of the Board of Directors.

2.      The meeting of the Board of Directors in view of its formation into a body, is effected within 8 days from its election by the General Meeting. During the meeting the Chairman, the Vice Chairman and the Managing Director of the Company are elected.

3.      The Chairman, Vice-Chairman and Managing Director may be re-elected without any restriction.

Article 20

Invitation, Representation of Members,

Quorum, Majority.

1.      The Board of Directors meets at least once every calendar month at the Company's registered seat. The Board of Directors may validly meet, deliberate and make resolutions away from the Company’s registered seat, either in Greece or abroad, under the requirements provided in articles 20 par. 2 and 20 par. 3 of the C.L 2190/1920.

2.      The Board of Directors is convoked by its Chairman by invitation notified to the members at least two (2) working  days before the session. The invitation must clearly indicate the issues of the agenda, otherwise a resolution may be made only if all the members of the Board of Directors are present or represented and no member objects to the making of resolutions.

3.      Two (2) of the members of the Board of Directors may request its convocation by application to the Chairman, who is obliged to convoke the Board of Directors within ten (10) calendar days of submission of the application.

       In the event that the Chairman refuses to convene the Board of Directors within the above mentioned deadline or in the event of its late convocation, the members who requested the convocation are allowed to convoke the Board of Directors within a deadline of five (5) days from the expiry of the ten days period, notifying the relative invitation to the remaining members of the Board of Directors. In their above application it must be clearly mentioned, subpoena of non-acceptability, the matters which the Board of Directors shall deal with.

4.      The Board of Directors may only deliberate and take a valid decision if at least six (6) Directors are present or represented at the meeting, however, the number of the personally present members should not be less than four (4). Each Director may appoint, by a letter or telegraph of his addressed to the Chairman of the Board of Directors, another Director as his proxy at a specific meeting.  The same Director may never represent more than one Director.   If a quorum however is not present at that meeting, the meeting of the Board of Directors shall then stand adjourned until the same day of the following week at the same time and place.

5.      The Board of Directors shall take its decisions by a majority of the votes of the Directors present or represented, and in case of the absence of one or more of them, by a majority vote of the other Directors.

Article 21

Powers - Competencies of the Board of Directors

1.      The Board of Directors is competent to resolve on any manner related to the Company's administration, to the management and disposal of its assets and to the pursuit of its objective in general, with the exception of the matters for which the General Meeting is solely competent according to Cod. Law 2190/1920 or this Articles of Association .

2.      Pursuant to the clauses of article 18 par. 2 and article 22 par. 3 of Cod. Law 2190/1920 and pursuant to the clauses of article 21 hereof, the Board of Directors may assign the exercising of its powers and competencies, with the exception of those which require joint action, as well as the representation of the Company to one or more of its members or not, determining simultaneously the extent of that assignment, such as (indicatively and without limitation) the representation of the Company against the law on matters of installation and maintenance of mobile telephony base stations, on matters related to subscribers, subscribers’ complaints – requests, termination of subscribers’ contracts and matters of mobile telephone bills of the Company, on matters of personal data of the Company’s personnel, on matters of labour law, health and safety of the Company’s employees who are employed by the Company on any kind of contractual or project basis, on intellectual property matters in case intellectual property rights are infringed by creation of archives, saving, processing, transmitting or distribution of works of intellectual property without the permission of the creators through IT systems owned or used by the Company, on matters related to compliance with subscribers’ personal data legislation  and privacy of communications of COSMOTE subscribers, on personal data of the shareholders’ registry, on matters related to compliance with market police orders concerning products and/or services of COSMOTE, on matters regarding the content of products and/or services of the Company and/or of  third parties provided through the Company’s network, on matters regarding all kind of advertising of products and/or services of the Company, for any kind of promotion of the Company’s products and services and also for the monitoring and execution of COSMOTE’s contracts related to advertising and promotion and on matters regarding compliance with fire brigade legislation concerning the operation of the Company’s shops, e.t.c.

3.      For the commencement of any kind of penal proceedings as well for the revocation of them, for the appointment of the company as civil party for compensation due to punishable acts and reparation for moral prejudice, the representation of the company as civil party for criminal acts against the company, its property and its interests and the revocation of this representation, the filing and execution of any remedies and legal proceedings before any Authority, and the appointment of authorized attorneys at law or other persons as well as the appointment of proxies, the Managing Director of the Company is assigned as statutory organ (instrument) of the Company, replacing in these cases the Board of Directors. The Managing Director can assign the above mentioned authorities, totally or partially, to third persons as well.

Article 22

Prohibition of competition

1.      It is forbidden to members of the Board of Directors as well as the Company's managers to exercise by profession, without permission of the General Meeting, for their own account or for the account of third parties, acts related to one of the Company's objects or to participate as actual partner in partnerships aiming at such objects.

2.      In case of violation of the preceding provision the relationship of the violator to the legal entity of the Company is terminated and the Company is entitled to damages in accordance with article 23 par. 2 and 3 of Codified Law 2190/1920.

CHAPTER F

Audit

Article 23

Auditors

1.      The ordinary General Meeting appoints every year up to two ordinary and up to two deputy chartered auditors, for the audit of the Company's books and accounts, specifying their fee.

2.      The Auditors are entitled, at any time during the fiscal year, to audit any book or account of the Company's, and are obliged following the end of the fiscal year to audit the financial statements and submit to the ordinary General Meeting a report in accordance with the law with the findings of their audit. The audit of financial statements includes as a minimum a check of the accuracy and legality of the entries from which the items mentioned therein are derived. The auditors must attend the ordinary General Meeting and give any information concerning the audit they have effected. In parallel with the chartered Auditors, the ordinary General Meeting selects an auditor of known international prestige, who is qualified for audit based on international audit principles and specifies his fee and the time of his work.

CHAPTER G

Annual Accounts (Annual Financial Statements) -

DISTRIBUTION OF PROFITS

Article 24

Fiscal year

1.      The fiscal year begins on January the 1st and ends on December 31st of every year. Exceptionally, the first fiscal year begins as of the incorporation of the Company and ends on the 31st December 1997.

2.      Accounts are approved by the Board of Directors that compiles at the end of each fiscal year the annual financial statements for the fiscal year that has expired, which it submits to the ordinary General Meeting for approval. Annual financial statements are compiled according to the provisions of articles 42a, 42b, 42c, 42d, 42e, 43, 43a and 43b of Cod. Law 2190/1920

The annual financial statements include:

a)        the balance sheet

b)        the statement of operations,

c)        the profit distribution statement and

d)        the annex and are accompanied by the necessary explanatory reports and details on the events of the fiscal year to which they relate.

3.      In order that the General Meeting may make a valid decision on the annual financial statements of the Company that have been approved by the Board of Directors, these must have been signed by three different persons, namely:

a)        By the Chairman of the Board of Directors or his Deputy,

b)        By the Managing or Delegate Director and in case there is no such director or these persons hold the offices of the persons mentioned above, by a member of the Board of Directors appointed by the Board,

c)        the person responsible for the Accounting Department.  The above mentioned persons in case of dispute concerning the legality of the manner of compilation of the financial statements, must expose their objections in writing to the General Meeting.

4.      The management report of the Board of Directors to the Ordinary General Meeting must give a clear and true picture of the evolution of the business and financial position of the Company as well as information on the foreseen course of the Company and its activities in the fields of research and development, as well as the provisions of article 43a par.3b of Codified Law 2190/1920. This report must also mention any important event that has occurred from the end of the fiscal year until the date on which the report is submitted.

5.      The annual financial statements are subject to the publicity formalities of article 43b par. 1-5 of Cod. Law 2190/1920, in form and in essence, by virtue of which if the auditors have comments or refuse to give their opinion, this fact must be mentioned and justified in the published financial statements, unless it is evident from the published audit certificate.

6.      Copies of the annual financial statements, together with the relevant reports of the Board of Directors and chartered auditors, are submitted by the Company to the competent supervising authority at least twenty (20) days in advance of the General Meeting.

7.      The Company's balance sheet, the statement of operations and the "statement of profit distribution" together with the relevant audit certificate are published as provided in the following paragraph.

8.      The Board of Directors of the Company must publish all the documents of the preceding paragraph 7 at least twenty full days in advance of the General Meeting.

a)        in a daily political newspaper meeting the requirements of article 3 of L.D.3557/1957, as in force, issued in Athens and having, in the opinion of the Board of Directors, a wide circulation throughout the country,

b)        in a daily financial newspaper meeting the requirements of article 26 par.2 of Codified Law 2190/1920  and

c)        in the Societes Anonymes and Limited Liability Companies issue of the Official Gazette in accordance with article 7b par. 1 clause b of Cod. Law 2190/1920.

d)        in a daily or at least a weekly newspaper, among those which are published at the Company’s seat and in the event that no newspaper is published in that area, in a daily or at least a weekly newspaper, among those which are published in the capital of the prefecture where the Company has its seat.

If the Company has its seat in a Municipality or Community of the Prefecture of Attiki, outside the municipality of Athens, the documents of paragraph 7 are published in a daily or at least weekly political newspaper in its seat or the capital of the department in which the Company has its seat and in the event that no newspaper is published in that area, in a daily or at least a weekly newspaper, among those which are published in the seat of the Prefecture in which the Company is registered.

Within twenty (20) days of the approval of the financial statements by the ordinary General Meeting together with a certified copy of the minutes provided in article 26a par.2 of Codified Law 2190/1920, a copy of the approved financial statements is submitted to the competent supervising authority.

Article 25

Distribution of profits

The Company's annual net profits are distributed as follows, by order of priority:

1.      A minimum of five percent (5%) is set aside for the creation of an ordinary reserve capital. This retention is not obligatory when the reserve capital exceeds one third (1/3) of the share capital.

2.      There follows deduction of the amount necessary for the payment of a dividend to the shareholders, equal to at least six percent (6%) of the paid up share capital, in accordance with article 3 of L. 148/1967 as in force and as replaced by article 1 of the L. 876/1979, by article 3 par. 18 and 19 of L. 2753/1999 and by article 25 of L. 2789/2000 and subject to article 44a of Cod. Law 2190/1920.

3.      The balance is disposed of in a manner decided by the General Meeting.

Article 26

Payment of dividends

The payment of dividends begins after approval of the annual financial statements by the General Meeting at a date specified by this meeting itself or by the Board of Directors under its authorisation and is paid to the shareholders within two months of the resolution of the ordinary General Meeting that approved the annual financial statements.

CHAPTER H

Winding Up – Liquidation

Article 27

Reasons for winding-up of the Company

1.      The Company is wound up:

a)    Upon expiry of its duration according to article 2 hereof, unless the General Meeting has resolved to extend its duration before its anticipated expiry. In this case the provisions of article 14 par. 1 and 2 hereof are applied concerning quorum and majority.

b)   Before expiry of its duration by resolution of the General Meeting made in accordance with article 14 par. 1 and 2 of these Articles of Association and

c)    in case the Company is declared bankrupt.

2.      In case the total of the Company's owned capital as determined in article 42c of Codified Law 2190/1920, becomes less than half the paid up share capital, the Board of Directors is obligated to call a General Meeting, within six (6) months of the end of the fiscal year, that will decide to wind up the Company or adopt other measures.

3.      The concentration of all shares in the hands of one person does not constitute a reason for winding-up of the Company.

Article 28

Liquidation

The liquidators are appointed by the General Meeting according to the provisions of Cod. Law 2190/1920 and are three (3). Upon assumption of their functions, the liquidators must proceed with an inventory of the Company's assets and publish in the Press and the Societes Anonymes and Limited Liability Companies Issue of the Official Gazette a Balance Sheet of beginning of liquidation, a copy of which is submitted to the competent Supervising Authority. The liquidators have the same obligations during the liquidation and at the end of it. The appointment of liquidators entails ipso jure the cessation of the power of the members of the Board of Directors. During the Company's liquidation the General Meeting of shareholders retains all its rights and convenes following an invitation of the liquidators whenever they consider it necessary or of the shareholders provided by article 13 par. 2 of these Articles of Association. For the convocation of the General Meeting provided for in this article, the provisions of the Articles of Association are applied. The annual financial statements and the financial statements issued at the end of the liquidation are approved by the General Meeting which, during the liquidation stage is chaired by the shareholder representing the larger number of shares thereat, who appoints a Secretary either among the attending shareholders or a third person, until the final Presidium is appointed. The net balance of the Company's assets remaining after payment of its debts is distributed among the shareholders pro rata of their shares.

The liquidation period may not exceed five years of the beginning of the liquidation period, whereupon the Company is deleted from the Societes Anonymes Register. A special permit of the competent authority is required for the continuation of the liquidation, beyond the five years period. However, the liquidation period may under no circumstances exceed ten (10) years. In all other respects, article 49 of Cod. Law  2190/1920 is applied.

CHAPTER I

Article 29

Prohibitions

1.      It is forbidden to the Company to acquire its own shares except in the cases and under the conditions imposed by the legislation in force from time to time.

2.      It is forbidden to the Company to take its own shares or shares of an affiliated Company as a pledge  in order to secure loans granted by the Company or other Company’s claims, except if it is permitted by the legislation in force from time to time.

3.      It is prohibited to the Company to grant loans to its founders, members of the Board of Directors, General Managers or Managers or their blood relatives or in-laws up to the third degree included the wives of the above as well as the granting of credit to them in any way or the provision of guarantees in favour of the above to third parties are totally forbidden and are null and void. Also, loans by the Company to third persons as well as the granting of credit to them in any manner or the giving of guarantees in their favour to third parties with the purpose of acquiring the Company's shares are absolutely prohibited and are null and void. Any other contracts between the Company and the above mentioned persons are null and void unless they are approved specifically a priori by the General Meeting. Approval is not given if one third (1/3) of the represented in the General Meeting share capital is opposed to it. This prohibition is not applicable if the contract does not exceed the limits of a current transaction between the Company and its clients.

4.      The resolutions of the General Meeting are null and void  if :

a.       the provisions of the Articles of Association concerning the formation into a body corporate and the quorum and majority at the General Meeting were not observed and

b.      the contents of the resolutions affect provisions of these Articles of Association that have been provided exclusively or mainly for  the purpose of protecting the Company's lenders.

5.      Two years after submission to the Supervising Authority of a copy of the minutes of a General Meeting where any resolutions were made, it is impossible to attack such resolutions as null and void in any manner whatsoever.

CHAPTER J'

General Provision

Article 30

The provisions of Codified Law 2190/1920 apply for all matters not provided in these Articles of Association. It is clear that references to the provisions of the Codified Law 2190/1920 concern the provisions of this Law, as in force from time to time.

POLICY ON HANDLING REPORTS AND ACCUSATIONS on ACCOUNTING matters OR INTERNAL ACCOUNTING CONTROL OR AUDITING matters.

(Whistle blowing policy)

COSMOTE’s Audit Committee, within the framework of its competences, the Code of Conduct and of the principles of high standards corporate governance, has adopted a Whistle blowing Policy (the Policy). The main issues of the Policy are the following:
(a) Every interested party has the right to submit to COSMOTE’s Audit Committee written reports, complaints or accusations regarding accounting, internal accounting controls or auditing matters, and
(b)  Every employee has the right to submit to COSMOTE’s Audit Committee, anonymously and confidentially, his/her concerns regarding questionable accounting or auditing matters.
 
The reports are drafted according to the attached hereto sample of Report Document and are sent, anonymously or including the name of the dispatcher, either through a letter to the mail address «To: AUDIT COMMITTEE, COSMOTE-MOBILE TELECOMMUNICATIONS S.A., Post Office Box 61386, ΚΕΜΠ Amaroussion, 17 Konitsis str., P.C. 151-25» or through the e-mail address whistleblowing@cosmote.gr .
The reports are received on behalf of the Audit Committee by the Internal Audit Director, Mr. Aris Dimitriadis, who operates as the Reports’ Administrator and their further management is realized according to the Policy.
 The Audit Committee who has the competence for reassuring the Policy’s implementation and procedures, does not allow any action of retaliation coming from the Management or any other corporate organs, directly or indirectly, against any person who, in good faith, proceeds to an accusation or report or expresses his/her concern or complaint regarding accounting, internal accounting controls or auditing matters or reports an action of retaliation or assists the Audit Committee or the Company’s Management regarding the aforementioned matters. As an action of retaliation is meant every positive or negative action (omission) which aims to the professional relegation or /and the personal humiliation of the person who has proceeded to the accusation. Any report regarding an action of retaliation is received, registered, evaluated and investigated according to the Policy.

The Audit Committee and also any other party, involved in the management of the reports, do not disclose the identity of any person who has proceeded to an accusation or report regarding the aforementioned matters and do not proceed to actions neither permit actions which aim to the disclosure of the identity of this person, unless they are obliged by a judicial or other legal procedure. In case such a disclosure has been imposed according to the aforementioned, the Audit Committee takes all the necessary measures in order that the identity of the person who has proceeded to a report or accusation to be notified to a few people, as possible, and also takes care in order to protect this person against any actions of retaliation.
 
It is noted that the report of a fact, notified by a person involved in this fact, does not release this person from his/her liabilities (if any), but it will be taken into account during the evaluation of the report.

Click here to download a sample REPORT DOCUMENT

Countering bribery policy

A. Subject

 Within the framework of the Code of Conduct and of the principles of corporate governance, COSMOTE has adopted the current ‘Policy against Bribery’ (hereafter the ‘Policy’).

B. Basic principles

 COSMOTE does not tolerate bribery, illegal payments and related unfair practices.
All the employees and members of the Board of Directors of COSMOTE in the course of their duties should not receive gifts or allow members of their families to receive gifts, payments or other favors from third parties (customers, suppliers, competitors, other employees, etc) in order to promote or delay transactions associated with their duties.

The term gift includes any item or favor of monetary value; a loan, a discount, entertainment, a trip, board and lodging at a reduced rate.

Executives who hold a position of responsibility can offer company gifts, organize events or offer meals to third parties on condition that these are in accordance with the Company’s policies, common business practice, they cannot be considered bribery or an attempt to influence and in the event of their being made public can in no way damage the image and/or reputation of the Company and lead to unfavorable comments that may be detrimental to it. In these cases, the executive who offers gifts in accordance with the above should take into consideration and respect similar policies in force for the aforementioned third parties and about which they have been informed.

C. Informing employees

The Policy is made known to all employees at the time of their recruitment by the Company. Furthermore, it is included in the Company intranet, and as a result is directly available to all employees.

D. Compliance

All employees and members of the Board of Directors of COSMOTE, in the course of their duties should comply with the Policy and the laws currently in force.
If an employee is not absolutely sure whether to accept a gift, he or she should refer the issue to the Internal Audit Director of the Company.
In the event of an employee becoming aware of a violation of the conditions of the Policy, he or she should refer to the Internal Audit Department as stipulated below in paragraph E.

E. Reports – Complaints

 For the receipt, safe-keeping and handling of any reports – complaints received by the Company concerning the non-compliance with the Policy, the Internal Audit Department is responsible for reports – complaints concerning employees or executives who hold a position up to Director (of Department), and the Audit Committee for reports - complaints for executives who hold a position higher than Director (of Department).
Otherwise, for the procedure of submitting, handling and generally dealing with the reports – complaints mentioned above in paragraph 1, stipulations as laid down in ” Policy for the handling of reports and complaints regarding accounting issues or matters of internal accounting and financial controls” of the Company apply.

F. Publicizing

 Information about the Policy and the procedures relevant to it are made known to the employees of the Company and are included on its website, under the supervision of the Internal Audit Department.

Click here to download a sample REPORT DOCUMENT