PUBLIC POWER CORPORATION S.A.
We announce herein the modifications of articles 5,10,11,19,24,32,37,38 and 39 of PPC S.A. Articles of Association in force, which shall be submitted for approval by the fourth Annual General Meeting of the General Assembly of the company Shareholders' on 24-05-06.
The proposed modifications are the following:
At the beginning of paragraph 1 of Article 5 of the Articles of Association, the word ''initial'' is added to the word ''The'' and the last phrase of the same paragraph is deleted.
Therefore paragraph 1 of Article 5 of the Articles of Association is modified as follows:
''The initial share capital of the company PPC S.A. amounts to two hundred and twenty billion drachmae (GDR 220,000,000,000), divided into two hundred and twenty million (220,000,000) ordinary registered shares, of a nominal value of one thousand drachmae (GDR 1,000) each, and has been fully paid up by the Greek State''.
1. The subparagraph (e) of paragraph 2 of Article 10 is deleted.
2. The following words are added at the end of subparagraph (e) of paragraph 5 of Article 10 of the Articles of Association ''among its members who have been elected by the General Assembly in accordance with Article 10 par 2 (a) of the Articles of Association''.
As a consequence, the subparagraph (e) of paragraph 5 of Article 10 of the Association is modified as follows:
''In the event that the Managing Director or the Chairman shall be absent or temporarily unable to perform their functions, the Vice Chairman, and, if there is no Vice President, a person designated by the Board of Directors among its members who have been elected by the General Assembly in accordance with Article 10 par. 2(a) of the Articles of Association, shall substitute for them''.
In paragraph 5 of Article 11 of the Articles of Association and following the words '' require collective action, the phrase ''or fall within the exclusive jurisdiction of the Managing Director in accordance with Article 16 hereof'' is added.
As a consequence, paragraph 5 of Article 11 of the Articles of Association is modified as follows:
''The Board of Directors may, upon the recommendation of the Managing Director, delegate the exercise of part of its functions, except for those which, pursuant to Codified Law 2190/1920 and to the present Articles of Association, require collective action, or fall within the exclusive jurisdiction of the Managing Director in accordance with Article 16 hereof, as well as the administration, management or supervision of the affairs or the representation of the company, to the Chairman, to the Managing Director, to one or more of its members, to the Council of Management, to the General Managers, Managers or employees of the company. The Board of Directors may also assign, by virtue of special contracts, the performance of specific tasks to natural or legal persons, domestic or foreign''.
At the end of paragraph 3 of Article 19 the following subparagraph is added:
''In case a General Manager is absent for any reason whatsoever, the Board of Directors can assign the temporary exercise of his functions to another General Manager''.
Paragraph 4 of Article 19 of the Articles of Association is modified as follows:
'' A Council of Management shall operate within the structure of the company composed of the Managing Director thereof as Chairman and of the General Managers, except for those responsible for Transmission System and the interconnected Distribution Network issues. The General Managers acting either in that capacity or as members of the Council of Management, shall be responsible and competent to coordinate and ensure the required consistency in the functioning of the company, to solve serious problems, to see to the implementation of the resolutions of the Board of Directors and of the Strategic and Business Plans in what concerns the areas of their responsibility, to supervise the performance of the units of the company and to take decisions on purchases or assignments of projects up to the maximum sum of money fixed by the Board of Directors. The latter shall, at the instance of the Managing Director, approve the regulations governing the functioning of the Council of Management''.
Paragraphs 1,3 and 4 of Article 24 are modified and formulated as follows:
1. Entitled to attend the meetings of the General Assembly and to vote thereat shall be those shareholders who have blocked their shares and deposited their relevant share blocking certificates at least five (5) full days prior to the date set for the meeting to the competent Shareholder's office of the company.
3. Receipts proving blocking of the shares, as well as letters of proxy shall be deposited to the competent office of the company at least five (5) full days prior to the date set for the meeting.
4. Shareholders failing to deposit certificates of their shares blocking in accordance with the provisions of the law and the articles of Association, may attend a meeting of the General Assembly only with its permission.
1. At the end of paragraph 3 the words ''as applied modified" are added.
Therefore paragraph 3 of Article 32 of the Articles of Association is modified as follows:
''The annual financial statements shall include:
a) The management report,
b) The balance sheet
c) The profit and loss account,
d) The profit and loss appropriation list and
e) The appendix.
The statements referred to above shall constitute a unified whole, shall be audited in accordance with the stipulations of articles 36, 36(a) and 37 of Codified Law 2190/1920, as same is currently in force, and shall present a faithful and clear picture of the assets and liabilities, the financial position and the profits and losses of the company. In preparing its annual financial statements, the company shall, in parallel with the above, apply the rules for the keeping of accounts provided by article 30 of Law 2773/1999 (Official Gazette, volume A, issue no. 286) concerning ''Liberalization of the Electricity Market - Regulating Energy Policy Matters and Other Provisions, as applied modified''.
Article 39 is renumbered to Article 37, paragraphs 2 and 3 hereof are deleted and paragraphs 4 and 5 are renumbered to 2 and 3 respectively.