The sixth financial year of PPC S.A., commences on January 1st 2007 and ends on December 31st 2007. The Board of Directors is obliged, in accordance with Article 32 of the Company's Articles of Incorporation, to publish, as stipulated by the terms and procedures of Law 2190/1920 in force, the standalone and the consolidated financial statements of PPC S.A. and PPC Group, which have been prepared in accordance with the International Financial Reporting Standards with respect to this financial year. The abovementioned Financial Statements ( Balance Sheet, Statement of Income, Statements of Cash Flow, Statements of Changes in Equity along with the Notes hereof), as well as the Board of Directors' Executive Summary and Explanatory report (according to article 11a of L. 3371/2005) shall be submitted for approval by the General Assembly (AGM). The consolidated Financial Statements refer to PPC S.A. subsidiaries operating during the sixth financial year. These subsidiaries are ''PPC TELECOMMUNICATIONS S.A.'', ''PPC RENEWABLES S.A.'', ''PPC RHODOS S.A.'', "ARKADIKOS ILIOS 1 S.A.", "ARKADIKOS ILIOS 2 S.A.", "ARKADIKOS ILIOS 3 S.A.", "ETOLIKOS ILIOS 1 S.A." "ETOLIKOS ILIOS 2 S.A.", "ILIAKA PARKA DITIKIS MAKEDONIAS 1 S.A." and "ILIAKA PARKA DITIKIS MAKEDONIAS 2 S.A.". In June 2006, the Annual Shareholders' General Assemblies of PPC Rhodes S.A. and PPC Kriti S.A. decided to dissolve the aforementioned companies and to initiate the appropriate procedures on July 1, 2006, according to national commerce law. The dissolution procedure for PPC Crete was completed in July 2007 and the process for PPC Rhodes S.A. is yet to be completed. In accordance with the Financial Statements, Net Income of PPC Group during the financial year 2007 amounted to approximately EUR 222 million. Total Revenues marked an increase by 7.7 % and totalled EUR 5,154.2 million.
Pursuant to Article 20 of Law 3426/2005, integrated Electricity Companies keep separate accounts for each of the generation, transmission, distribution and supply activities, as they would have been obliged to do if these activities were performed by different companies, in order to avoid any discrimination, cross subsidies or distortions of competition. PPC S.A. is also obliged to keep separate accounts for its activities in the Non Interconnected Islands.
The auditors of Integrated Electricity Companies perform audits on the separate accounts as provided for by the Article mentioned above and submit to the competent AGM the relevant audit certificate. Following their approval by the AGM, the financial statements (Balance Sheet, Statement of Income) together with the auditors' certificate on the separate accounts are announced to the Regulatory Authority for Energy (RAE).
Pursuant to the provisions of the above mentioned Law, PPC S.A. Unbundled Financial Statements for the financial year 2007 are submitted for approval to the AGM of shareholders.
The Financial Statements as well as the Unbundled Financial Statements were approved by the Board of Directors of the company on 27/03/2008.
The Board of Directors (BoD) proposes to the AGM a dividend of EUR 0.10 per share that is to be paid for the financial year 2007, so the total dividend to be paid shall arise to EUR 23,200,000. The designation date of the shareholders who are entitled to receive such dividend is proposed to be the 24/06/2008 and the ex-dividend date is proposed to be the 25/06/2008. The payment of the dividend through the paying Bank shall be effected to the authorized operators as from 2/7/2008. The AGM, being competent to make resolutions on the distribution of profits pursuant to Article 21 of the Company's Articles, shall approve the table of distribution of profits and the proposed dividend distribution from previous years' taxed special reserves.
Pursuant to Article 29 of PPC's Articles of Incorporation and Article 35 of Law 2190/1920 in force, following the approval of the standalone and the consolidated financial statements, the AGM decides, by nominal roll call, on the release of the members of the BoD and the auditors from any liability for indemnification in relation to the sixth financial year. Therefore, the AGM shall decide upon the item hereof.
In accordance with Article 10, par. 5 section (a) of PPC S.A. Articles of Incorporation, if for any reason whatsoever a member of the BoD elected by the majority shareholder (the Greek State) resigns, the remaining members shall appoint another member for the rest of the term of office and this appointment shall be ratified by the next General Assembly. In the interval between the last General Assembly and the one to be held, one new member of the BoD was appointed in accordance with the above procedure. Mr. George Sfakianakis, was appointed in replacement of Mr. Evaggelos Magirou. The AGM is called to ratify the appointment of the new member of the BoD.
Article 18 of PPC SA Articles of Incorporation provides for the obligatory approval by the Ordinary AGM of the remunerations and compensations for each of the BoD members. Therefore, the Ordinary AGM shall approve the remunerations already paid to the Members of the Board of Directors, including compensations for travelling expenses and participations in Councils for the financial year commenced on 1/1/2007 and ended on 31/12/2007. It shall also pre-approve the remunerations of the members of the Board of Directors for the financial year 2008, not including eventual compensations for travelling expenses and participations in Councils during the financial year hereof.
In accordance with articles 31 and 32 of the Articles of Incorporation, the Ordinary AGM appoints each year the certified auditors of the company, for the auditing of its interim and annual financial statements, as well as of the annual unbundled financial statements in accordance with Law 3426/2005. The auditors shall be of a recognized international authority being qualified to effectuate audits on the basis of the international principles of auditing and the law. Consequently, the appointment of the auditors, (regular and substitute), concerns the auditing of standalone and consolidated - interim and annual - financial statements for the financial year commencing on January 1, 2008 and ending on December 31, 2008 as well as the annual unbundled financial statements in accordance with Law 3426/2005. The Ordinary AGM is called to select the certified auditors.
7th item: Announcements and other items.
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