EXHIBIT 1.2
CODIFIED ARTICLES OF ASSOCIATION OF
SOCIETE ANONYME
CHAPTER A
ESTABLISHMENT - NAME - SEAT - PURPOSE - DURATION
ARTICLE 1
ESTABLISHMENT - NAME
1. There is hereby constituted a Societe Anonyme under the corporate name“STET HELLAS TELECOMUNICATIONS S.A.”.   For the relations of the Company with abroad the corporate name of theCompany will be used in true translation in any foreign language. 2. The Company’s trade name, in Greece as well as abroad, is “STET HELLASA.E.B.E.”.
ARTICLE 2
SEAT
1. The seat of the Company will be in the Municipality of Maroussi, Attica. 2. The Company may establish, by virtue of Board of Directors resolutions,branch offices, offices, factories, agencies etc. in any other city withinGreece or abroad. The terms and conditions of operation, as well as thenature and scope of the activities of the abovementioned establishments ofthe Company, are determined in each instance by the respective Board ofDirectors resolution authorizing such establishment or by any subsequentBoard of Directors resolutions. 3. Any dispute arising between the Company and its shareholders or thirdparties is subject exclusively to the jurisdiction of the Courts of theCompany’s seat, before which any legal action against the Company isbrought to, even in cases where special jurisdictions exist, except wherethe law provides otherwise, notwithstanding of course the possibility ofarbitration procedures.
ARTICLE 3
PURPOSE
1. The purpose of the Company is:
 

 

 (a) production, trading, installation, exploitation and operation ofmobile telephone communication systems, as well as any otherrelevant to the above activity in the areas of mobile telephony,telecommunications, electronics and informatics in general as welland any other similar activity;  (b) representation of above products in Greece or abroad;  (c) participation, in whole or in part, in any other undertaking underany corporate or other form with similar or related purpose, asdescribed, in item (a) hereinabove as well as any kind ofco-operation with above undertakings in any legal manner.
2. In order to fulfil its purposes, the Company may:
 (a) Participate in any undertaking whatsoever with a similar or relatedpurpose under any corporate form or type;  (b) Establish branch offices, and/or agencies wheresoever;  (c) Cooperate with any physical or legal entity in whichever manner;  (d) Represent any undertaking whatsoever, Greek or foreign, with asimilar or related purpose;  (e) Perform any other activity which will serve directly or indirectlythe purpose of the Company.
ARTICLE 4
DURATION
The duration of the Company is determined to be twenty five (25) years,starting as of the date of registration to the Register of Societes Anonymes by thecompetent authorities, of the administrative decision authorising theestablishment of the Company and approving the Articles of Association thereof.The duration of the Company may be extended by virtue of a relevant decision ofthe Company’s shareholders’ General Assembly.
CHAPTER II
SHARE CAPITAL - SHARES
ARTICLE 5
SHARE CAPITAL
The share capital of the Company was initially fixed at ten million(10,000,000)GRD, fully paid up and divided into one thousand (1,000) registered shares of anominal value of ten thousand (10,000) each. Then, by virtue of a decisiondated21 December 1992 of the Extraordinary General Meeting of the Shareholders, theshare capital was increased by twelve
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billion two hundred ninety two million nine hundred sixty thousand(12,292,960,000) GRD, to be fully paid up, with the issue of one million twohundred twenty nine thousand two hundred and ninety six (1,229,296) registeredshare of a nominal value of ten thousand (10,000) GRD each. Then, by virtue ofadecision dated 22 January 1993 of the Extraordinary General Meeting of theShareholders, the share capital was increased by six billion six hundred ninetyseven million forty thousand (6,697,040,000) GRD, to be fully paid up, with theissue of six hundred sixty nine thousand seven hundred and four (669,704)registered shares of a nominal value of ten thousand (10,000) GRD each. Then,byvirtue of a decision dated 11 February 1993 of the Extraordinary GeneralMeetingof the Shareholders, the share capital was increased by one billion fortymillion (1,040,000,000) GRD, to be fully paid up, with the issue of one hundredfour thousand (104,000) registered shares of a nominal value of ten thousand(10,000) GRD each and of offer price 11,923,077. The balance between thenominalvalue and the offer price amounting to 200,000,008 GRD will be transferred tothe reserve fund with the issue of shares above par. Then, by virtue of adecision dated 12 May 1993 of the Extraordinary General Meeting of theShareholders, the share capital was increased by nine hundred sixty million(960,000,000) GRD, to be fully paid up, with the issue of ninety six thousand(96,000) registered shares of a nominal value of ten thousand (10,000) GRDeach.Then, by virtue of a decision dated 7 September 1993 of the ExtraordinaryGeneral Meeting of the Shareholders, the share capital was increased by threebillion three hundred million (3,300,000,000) GRD, to be fully paid up, withtheissue of three hundred thirty thousand (330,000) registered shares of a nominalvalue of ten thousand (10,000) GRD each. Then, by virtue of a decision dated 11May 1994 of the Extraordinary General Meeting of the Shareholders, the sharecapital was increased by three billion (3,000,000,000) GRD, to be fully paidup,with the issue of three hundred thousand (300,000) registered shares of anominal value of ten thousand (10,000) GRD each. Then, by virtue of a decisiondated 30 June 1994 of the Extraordinary General Meeting of the Shareholders,theshare capital was increased by nine billion (9,000,000,000) GRD, to be fullypaid up, with the issue of nine hundred thousand (900,000) registered shares ofa nominal value of ten thousand (10,000) GRD each.
Then, by virtue of the Extraordinary General Meeting of the Shareholders, dated28 April 1998, it was resolved that the nominal value of the shares bedecreasedfrom ten thousand (10,000) GRD to five hundred (500) GRD with the issue ofseventy two million six hundred thousand (72,600,000) registered shares.
By virtue of a decision dated 31 July 2001 of the Extraordinary General Meetingof the Shareholders, the share capital was increased by five billion twohundredninety six million six hundred ten thousand (5,296,610,000) GRD, with the issueof ten million five hundred ninety three two hundred twenty (10,593,220) sharesof a nominal value of five hundred (500) GRD each and of an offer price of twothousand eight hundred thirty two (2,832) GRD each. The balance between thenominal value and the offer price amounting to 24,703,389,040 GRD will betransferred to the reserve fund with the issue of shares above par.
By virtue of a decision dated 24 January 2002 of the Extraordinary GeneralAssembly of the Shareholders, the share capital was converted in Euro currencyand increased by two hundred twenty thousand three hundred forty three Euro andone cent (220,343.01) or seventy five millions eighty one thousand eighthundredeighty one (75,081,881) drachmas. This increase comes from the partialcapitalization of the reserve fund of the Company with the issuance of sharesabove par.
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By virtue of a decision dated 5 September 2002 of the Extraordinary GeneralAssembly of the Shareholders, the share capital was increased by four millionsone hundred fifty nine thousand six hundred sixty one euro (4,159,661.00 euro)by the increase of the nominal value of each of the eighty three million onehundred ninety three thousand two hundred twenty (83,193,220) shares of thecompany from one euro and forty seven cents (1.47) to one euro and fifty twocents (1.52). The said increase has been realized by means of partialcapitalization of the Retained Earnings Balance of the Company.
By virtue of a decision dated 16 October 2003 of the Extraordinary GeneralAssembly of the Shareholders, the share capital was increased by eight hundredthirty one thousand nine hundred thirty two euro and twenty cents in total(429,000.00 + 402,932.20 = 831,932.20 euro) by the increase of the nominalvalueof our share from one euro fifty two cents (1.52) to one euro fifty three cents(1.53). This increase was the consequence, on one hand, of the contribution ofthe share capital of the absorbed company, TELESOFT HELLAS S.A. amounting tofour hundred twenty nine thousand (429,000) euro (i.e. by the exceeding amountwhich is not amortized the share capital of TELESOFT by the participating valuethat STET HELLAS S.A. depicts in its accounting books), whereas, on the otherhand, by virtue of round up purposes of the price of our share by the partialcapitalization of the Retained Earnings Balance of our company in the amount offour hundred two thousand nine hundred thirty two euro and twenty cents(402,932.20).
Thus, the share capital to date amounts to one hundred twenty seven million twohundred eighty five thousand six hundred twenty six euro and sixty cents(127,285,626.60) divided in eighty three millions one hundred ninety threethousand two hundred twenty (83,193,220) registered shares of a nominal valueofone euro fifty three cents (1.53) each one.
ARTICLE 6
1. Notwithstanding the provisions of paragraph 3 of the present Article,during the first five (5) years as of the Company’s incorporation orwithin five years from the relevant resolution of the General Assembly,the Board of Directors, by virtue of a relevant resolution, which isrequired to be taken with a majority of at least 2/3 of its members, hasthe right to increase the share capital by issuing new shares. The amountof said share capital increase cannot exceed the amount of the allreadyinitially paid up share capital or of the share capital that has been paidup on the date of the taking up of the relevant resolution from theGeneral Assembly. The above power of the Board of Directors maybe extendedby the General Assembly for a period which cannot exceed five years foreach extension. 2. Notwithstanding the provisions of paragraph 3 of the present Article, theGeneral Assembly, has the right, by a resolution adopted with the majorityand quorum mentioned in Article 26 herein, to increase in whole or in partthe share capital by issuing new shares, up to the quadruple of theinitially paid up capital or up to the double from the approval of therelevant amendment of the Articles of Association. 3. As an exception to the provisions of the two (2) previous paragraphs, ifthe reserves of the Company exceed one tenth (1/10) of the paid-up sharecapital, a resolution of the
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  General Assembly adopted with the quorum and majority mentioned in Article27 herein, is always required. 4. Increases of the sharecapital decided according to paragraphs 1 and 2 ofthis Article do not constitute an amendment of the Articles. 5. The Company’s instrument which decides the share capital increasedetermines the details of issuance of new shares as well as the time andmethod of payment of the new capital, the price of issue of new shares,and all the other terms of increase.   The price of issue of new shares cannot be determined below par value of shares. In the case of issue of new shares over par value of shares thedifference between their nominal value and the price of issue istransferred to a special reserve account from the issue of shares over parvalue, not being in any case possible to be made available for thedistribution of dividends or percentages and is paid up in case ofinterval payment of the share capital all in once at the payment of the Ainstalment. 6. Within the first 2 (two) months from the establishment of the Company andfrom each and every increase of the Company’s sharecapital, the Board ofDirectors is obliged to convene a special meeting and to verify whetherthe Company’s capital has been paid up or not by the shareholders of theCompany. Within the same deadline, the Chairman of the Board of Directorsmust submit to the competent supervisory authority a copy of the relevantminutes of the above special meeting of the Board of Directors, beingsubject to the publicity procedures of Article 7b of C.L. 2190/1920.
ARTICLE 7
SHARES
1. The Shares of the Company are registered and may be converted tonon-registered following a resolution of the General Assembly which shouldbe taken according to the provisions of Article 26 of the present Articlesof Association, provided that is allowed by law, and relevant amendment ofthe present article. 2. By a resolution of the Board of Directors, the shares can be issued intitles representing one or more shares.   The titles of shares having been dispatched out of the duplicatecounterfoil of the share register bear a serial number, the datastipulated by law, the date of issue, the Company’s seal, as well as thesignature of the Chairman or Vice President of the Board of Directors andthe signature of one (1) member of the Board of Directors authorized bythe latter. All matters relating to the issue and the form of the sharesare to be determined by the Board of Directors. 3. Until the issue of final titles of shares, provisional titles can beissued by the Company and delivered to the shareholders, which shall beexchangeable at a later date with final ones and bear all the requireddata, with the exception of dividend receipts.
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ARTICLE 8
1. The shares and the rights arising therefrom are indivisible vis-a-vis theCompany. In case of more owners, who have the ownership and usufruct ofone share, they must appoint by common accord one single representativefor the exercise of the rights stemming from this share otherwise theBoard of Directors is obliged to suspend the exercise of these rights. 2. The ownership of the share or the provisional title entails ipso jure forevery shareholder the acceptance of the Articles of Association of theCompany and the resolutions of its instruments which have been lawfullyadopted. 3. The transfer of the shares and the recognition by the Company of theowners of the shares takes place according to the provisions applicable ateach time.
CHAPTER II
SHAREHOLDERS
ARTICLE 9
RIGHTS OF SHAREHOLDERS
1. Shareholders exercise their rights in connection with the administrationof the Company only through their participation in the General Assembly. 2. Each share gives the right of one vote at the General Assembly. 3. In any case of increase of the share capital which is not carried outthrough a contribution in kind as well as in the issue of bonds with theright of conversion thereof into shares, a right of preferentialsubscription to the entire new capital or bond loan in favor of theshareholders at the time of issue and according to the proportion of theirparticipation to the existing share capital, is granted. After theexpiration of the time set for the exercise of this preference right,which has been determined by the Company’s body deciding the increase andwhich (time) can not be shorter than one month, the shares which have notbeen subscribed by the old shareholders may be freely disposed of by theBoard of Directors. The invitation for the exercise of the preferenceright, which should mention the time period within which this right mustbe exercised, must be published in the Bulletin of Limited Companies(Societes Anonymes) and Limited Liability Companies (T. AE - EPE) of theGovernment Gazette. 4. Notwithstanding the preceding paragraph, if all the shares of the Companyare registered, the invitation for the exercise of the preference rightmay be effected by registered letters addressed to the shareholders. 5. By resolution of the General Assembly adopted according to provisions ofArticles 29, paragraphs 3 and 4, and 31 paragraphs 2 of C.L. 2190/20, theright of preference
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  envisaged in paragraph 3 of the present Article can be restricted orabolished. In order to pass such a resolution, the Board of Directors mustsubmit to the General Assembly a written report stating the reasons forthe restriction or abolition of the right of preference and justifying theprice proposed for the issue of new shares. This decision of the Board ofDirectors is subject to the publication formalities envisaged in Article7b of C.L. 2190/20. 6. There is no exclusion from the right of preference, within the meaning ofthe previous paragraph, when the shares are undertaken by Banks or otherfinancing institutions in order to be offered to the shareholdersaccording to paragraph 3 of this Article.
ARTICLE 10
MINORITY RIGHTS
1. Upon request by shareholders, representing 1/20 of the paid up sharecapital, the Board of Directors is obliged to convene an extraordinaryGeneral Assembly of shareholders, determining a date of its session notlater than thirty (30) as from the date the application was served to theChairman of the Board of Directors. The application must exactly specifythe object of the items on the agenda. 2. Upon request by shareholders representing 1/20 of paid-up share capital,the Chairman of the General Assembly is obliged to adjourn once theadoption of decisions of an ordinary or extraordinary General Assembly,determining as date of session for the adoption of such decisions the datespecified in the request of shareholders, which however can not be laterthan thirty (30) days from the day of adjournment. 3. Upon request by shareholders, representing 1/20 of paid-up share capital,which is submitted to the Company five (5) full days before the ordinaryGeneral Assembly, the Board of Directors must:
 (a) Disclose to the General Assembly the amounts which, within the lasttwo years were paid for any reason by the Company to members of theBoard of Directors or to the Directors or its other employees, aswell as every other consideration of the Company to these persons orany other contract of the Company which has been concluded for anyreason with the same persons;  (b) Provide the specific information requested from it concerning theaffairs of the Company, to the extent that they are useful for thereal estimation of the items on the agenda. The Board of Directorscan refuse to provide the requested information on substantialserious grounds, mentioning the relevant justification in theminutes.
4. Upon request by shareholders, representing one third (1/3) of paid-upshare capital, which is submitted to the Company within the deadline ofthe previous paragraph, and under the condition that these shareholdersare not represented in the Board of Directors, the Board of Directors mustprovide them during the General Assembly, or, at its own discretion, priorto the General Assembly, to a representative of them, information
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  concerning the progress of the Company’s affairs and the state of theCompany’s property. The Board of Directors can refuse to provide requestedinformation on substantial serious grounds, mentioning the relevantjustification in the minutes. 5. In cases of paragraph 3, sub-pararagraph 2, and of paragraph 4 of thepresent Article, any dispute about the groundness of the justification, isresolved by the competent One-Member Court of First Instance of the seatof the Company, by the procedure of injunctions. 6. Upon request by shareholders representing one twentieth (1/20) of paid-upshare capital, the adoption of a decision on any item on the agenda of theGeneral Assembly is taken by a roll-call vote. 7. The shareholders exercising the rights of this Article must havedepositedaccording to Article 24 herein their shares, which give them these rightsand to keep them deposited as of the date of serving of their applicationand:
 (a) in the cases of paragraphs 1 to 4 of the present Article, until theday of session of the General Assembly;  (b) in cases of paragraph 5 of the present Article, until thepublication of the decision of the competent Court.
8. Company’s shareholders representing at least one twentieth (1/20) ofpaid-up share capital, have the right to request audit of the Company bythe competent court of the district in which the Company has its seat. Theaudit is ordered, if it is probable that by the alleged acts theprovisions of laws or of the Articles of Association or resolutions of theGeneral Assembly, are violated. The alleged acts must have taken place ata time not exceeding two (2) years as of the date of approval of theannual financial statements of the financial year within which they wereeffected. 9. Company’s shareholders representing one third (1/3) of paid-up sharecapital, have the right to request an audit of the Company by thecompetent Court according to the previous paragraph, if from the wholeprogress of the Company’s affairs it becomes probable that theadministration of the Company affairs is not exercised, as stipulated byprompt and and careful management. This provision does not apply when theminority demanding the audit is being represented in the Board ofDirectors of the Company. 10. The shareholders exercising the right of above paragraphs (8 and 9) mustkeep the shares, which offer them this right, in deposit with the Loansand Consignments Treasury, with the Bank of Greece or with any otherrecognised Greek Bank, until the pronouncement of a decision, but alwaysfor a time period not less than thirty (30) days from the submitting ofapplication.
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CHAPTER IV
BOARD OF DIRECTORS
ARTICLE 11
COMPOSITION AND TERM OF THE BOARD OF DIRECTORS
1. The Company is administered by a Board of Directors which is composed bya minimum of three (3) and a maximum of seven (7) members. 2. The members of the Board of Directors are elected by the General Assemblyof shareholders for a term of three (3) years which is extendedautomatically until the first ordinary General Assembly following theexpiration of their term, but never this term may be more than four (4)years. 3. The members of the Board of Directors need not be shareholders and canalways be reelected.
ARTICLE 12
AUTHORITY - COMPETENCES OF THE BOARD OF DIRECTORS
1. The Board of Directors is responsible for the management (administrationand disposition) of the Company’s property and the representation of theCompany, in parallel application of the provisions of Articles 22 and 23of C.L. 2190/20. The Board of Directors decides for all issues in generalconcerning the Company, within the framework of the Company’s purpose,with the exception of those which according to Law or the present Articlesof Association fall within the exclusive competence of the GeneralAssembly. Specifically, but not exclusively, the Board of Directors:
 (a) Represents the Company in Court and extrajudicially;  (b) Initiate proceedings, proceeds in seizures, registers notes andmortgages, express its consent for the revocation of such, waivesprivileges, proceedings and legal remedies, enters into settlementsand accept arbitrations;  (c) Acquires, constitutes or transfers real rights on movable andimmovable property with the reservation of Article 10 of C.L.2190/20 as well as contractual rights in general, assumesobligations, enters in contracts of every kind, with the reservationof Article 23a of C.L. 2190/20, participates in public tenders oradjudications to the lowest or higher bidder;  (d) Appoints, places and dismisses employees and agents of the Company,regulates the consideration and their salaries of them and ingeneral furnishes every general and special attorneyship on behalfof the Company and revokes such;
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 (e) Issues, accepts and signs or guarantees or endorses promissorynotes, bills of exchange, checks as well as every bond on order, forthe attainment of the Company’s object;  (f) Determines expenses in general;  (g) Inspects the books and the Treasury of the Company draws up theannual financial statements, proposes the amortizations which haveto be carried out on the installations and precarious claims andproposes the distributable dividends and profits;  (h) Regulates all matters concerning the internal operation of theCompany and issues the relevant regulations and in generalundertakes every act of administration of the Company and managementof its fortune and is vested with every authority for the managementof Company interests and undertaking of every action for theattainment of the Company objects.
  The above remuneration of the rights of the Board is simply indicative andnot exhaustive. 2. The Company, with the reservation of the next paragraph, assumesobligations and engagements with the signatures of authorized members ofthe Board of Directors under the Company name. 3. The Board of Directors can, exclusively and only in writing, transfer theexercise of some or all of its competences and authorities (except thosedemanding collective action) as well as the Company representation, to oneor more persons, being members thereof or not, specifying at the same timethe extent of this delegation.
ARTICLE 13
CONSTITUTION OF THE BOARD OF DIRECTORS
1. The Board of Directors immediately after its election, is convened andconstituted into body, electing its Chairman. 2. The Board of Directors may elect, among its members, one ManagingDirector, determining at the same time the responsibilities thereof. 3. The Chairman of the Board of Directors conducts its meetings.   In his absence or disability, the Chairman is replaced, as to all hiscompetences and authorities, by another member of the Board, appointed bythe Board of Directors.
ARTICLE 14
REPLACEMENT OF A MEMBER OF THE BOARD OF DIRECTORS
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If for any reason the position of a Member of the Board of Directors is vacant,the remaining Members, provided they are at least three (3), must elect atemporary substitute for the remaining term of the substituted Member. Thiselection is submitted for approval to the immediately next ordinary orextraordinary General Assembly. The acts of the Member who was elected in thisway are deemed valid, even if his election is not ratified by the GeneralAssembly.
ARTICLE 15
CONVOCATION OF THE BOARD OF DIRECTORS
The Board of Directors shall meet at the legal seat of the Company as well asinThessaloniki, Patras, Hydra, Myconos and Rhodes and also in other locationsabroad, that is Rome, Turin, Milan, Venice in Italy and New York in the U.S.A.,following a specific permit by the competent supervisory authority pursuant toArticle 20 of the C.L. 2190/1920, regularly at least once every calendar month,at a day and time specified by the Chairman or the member of the Boardreplacingthe Chairman, and extraordinarily whenever at least two (2) members of theBoardrequest so in writing.
ARTICLE 16
REPRESENTATION OF THE MEMBERS OF THE BOARD - QUORUM
- MAJORITY
1. Each Member of the Board may, through a letter, telex or cable addressedto the Chairman of the Board of Directors, authorise another Member of theBoard to represent him at one or more meetings. No member of the Board canrepresent more than one absent Member. 2. The Board of Directors is at quorum and may validly transact itsbusiness,if half plus one of the number of its Members are present or representedtherein, but in no case shall the number of the Members personally presentbe less than three. In determining the number of Members for a quorum,fractions, if any, shall not be counted. 3. The resolutions of the Board of Directors are taken by a majority of halfplus one of the number of Members who are present or represented at anymeeting, except from the cases where qualified majority is required by lawor by the provisions of the present Articles of Association.
ARTICLE 17
MINUTES OF THE BOARD OF DIRECTORS
1. Minutes of the discussions and resolutions of the Board of Directorsshallbe kept.
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2. Copies and extracts of the Minutes of the Board of Directors are ratifiedby the Chairman or his lawful substitute.
ARTICLE 18
COMPENSATION OF MEMBERS OF THE BOARD OF DIRECTORS
1. A compensation may be awarded to the Members of the Board of Directorstheamount of which is determined by the Ordinary General Assembly by specialresolution. 2. Any other remuneration or compensation of the Members of the Board ofDirectors is deemed binding for the Company if it is approved by a specialresolution of the Ordinary General Assembly. Such remuneration orcompensation may be reduced by the Court if, in fair judgment, it isconsidered exorbitant and an objection has been expressed to the relevantresolution by shareholders representing 1/10 of the share capital. 3. Any granting of credit (loans, guarantees, etc.) by the Company to itsfounders, members of the Board of Directors, General Managers or Managers,or to their spouses, or other relatives thereof up to the third degree ofblood relationship or of relationship created by marriage, is forbiddenand is null and void. Loans by the Company to third parties as well as thegranting of credits to them by any way or the granting of guarantees ontheir behalf for the acquisition by them of shares of the Company areabsolutely forbidden and are null and void. Any other contract concludedby the Company with the above persons shall be void without a priorspecial approval thereof by the General Assembly. This applies to labourcontracts or mandate contracts as well as for any amendment thereof. Theapproval is not granted if shareholders representing at least one third(1/3) of the share capital represented in the Assembly have been opposedto the resolution.
ARTICLE 19
PROHIBITION OF COMPETITION
1. It is forbidden to the Members of the Board of Directors, as well as tothe Directors of the Company, to engage professionally, without anapproval of the General Assembly, on their own behalf or on the behalf ofthird parties, in acts belonging to one of the purposes pursued by theCompany or to participate as partners in companies pursuing such purposes. 2. In case of violation of the above provision, the Company has a right forcompensation, according to Article 23 paragraphs 2 and 3 of C.L.2190/1920, as effective.
ARTICLE 20
RESPONSIBILITY OF MEMBERS OF THE BOARD OF DIRECTORS
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The responsibility of the Members of the Board of Directors for theadministration of the Company is limited to the fulfilment of their duties andexpires every year after the approval of the annual financial statements by theordinary General Assembly and the discharge of their responsibilities. TheMembers of the Board of Directors have no personal responsibility against thirdparties or the shareholders for the fulfilment of their duties, beingresponsible only against the legal entity of the Company, under the mandatecommitted to them. The General Assembly of shareholders is solely competent forthe filing of a civil suit against the Members of the Board of Directors forexcess of their mandate or for violation of the law or the present Articles ofAssociation.
CHAPTER V
GENERAL ASSEMBLY OF SHAREHOLDERS
ARTICLE 21
COMPETENCE OF GENERAL ASSEMBLY OF SHAREHOLDERS
1. The General Assembly of Shareholders is the highest authority of theCompany and shall be entitled to decide on any Company affair, itsresolutions being binding on all shareholders, even those absent ordissenting. 2. The General Assembly is the only competent body to decide on thefollowing:
 (a) On the extension of the term, or merger or dissolution of theCompany;  (b) On any amendment of the Articles of Association;  (c) On the increase or decrease of the sharecapital, except for the caseof paragraph 1, Article 6 of the present Articles of Association;  (d) On the issue of a bond loan, as well as bonds convertible into shares;  (e) On the election of the Members of the Board of Directors, except asprovided in Article 14 of the present Articles of Association;  (f) On the appointment of auditors;  (g) On the appointment of liquidators;  (h) On the distribution of the net annual profits;  (i) On the approval of the annual financial statements;  (j) On the release of the Board of Directors and the auditors from everyresponsibility for compensation according to provisions of Article30 of the present Articles of Association.
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ARTICLE 22
CONVOCATION OF GENERAL ASSEMBLY
1. The General Assembly of Shareholders is convened by the Board ofDirectors and shall be held regularly at the seat of the Company at least once ayear, always within the first six (6) months from the expiration of eachfinancial year. The Board of Directors can convene the General Assembly ofShareholders in an extraordinary session whenever it deems necessary. 2. The General Assembly of Shareholders, with the exception of adjournedGeneral Assemblies and those deemed similar thereto, shall be called atleast twenty (20) days prior to the date determined for said meeting,including holidays. The date of publication of the notice for theconvention of the General Assembly and the date of the actual meeting arenot included.
ARTICLE 23
INVITATION - AGENDA OF GENERAL ASSEMBY
1. The invitation for the convocation of the General Assembly, must specifyat least the location, the date and the time of the meeting as well as theitems on the agenda with clarity. This invitation shall be published ten(10) at least full days before the meeting in the Bulletin of Corporationsand Limited Liability Companies of the Government Gazette and also beforetwenty (20) at least full days in one of the Athens daily newspaperswhich, in the opinion of the Board of Directors have the widestcirculation in the whole country, and in one daily financial newspaperfrom those specified as such in the Minister of Commerce decision, as wellas in one weekly or daily newspaper from those which are published at theregion of the seat of the Company, if any, in case that the Company doesnot have its seat at the region of the Municipality of Athens and in caseno newspaper is published in this region, in one of those which arepublished in the capital of the Prefecture in which the Company has itsseat. Such invitation is posted at a prominent place at the Company’soffices twenty (20) days before the day of the meeting. In the case ofadjourned meetings the above time periods are reduced to half. 2. The Board of Directors of the Company has the obligation, ten (10) daysbefore the Ordinary General Assembly, to provide every shareholder whoasks for it, with the annual financial statements and a copy of the reportof the Board of Directors for the annual financial statements as well asthe auditors’ report.
ARTICLE 24
DEPOSITION OF SHARES - REPRESENTATION
1. Those shareholders wishing to participate in the General Assembly, mustdeposit their shares with the Treasurer of the Company, or with theCashier of the Consignments and
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  Loans Fund, or any banking institution in Greece at least five (5) fulldays prior to the date determined for the meeting. 2. Shareholders entitled to participate in the General Assembly can berepresented at such meeting by lawfully authorized persons. Representationdocuments can be private deeds, provided they bear a date and they aresigned by their issuers. 3. Receipts of deposit of shares as well as documents authorizingrepresentatives of shareholders, must be deposited with the Company, atleast five (5) full days before the session of the General Assembly. 4. Shareholders who have not complied with provisions of paragraphs 1 and 3of this Article may participate at the General Assembly, only after itspermission.
ARTICLE 25
LIST OF SHAREHOLDERS ENTITLED TO VOTE
Forty-eight (48) hours prior to any General Assembly there shall be posted in aprominent place in the Company’s premises a list containing the names of thoseentitled to vote in the General Assembly. This list must include all datastipulated by law, such as the eventual proxies of the representatives of theshareholders, the number of shares and votes of each one, as well as theaddresses of the shareholders and their proxies.
ARTICLE 26
SIMPLE QUORUM AND MAJORITY OF VOTES OF GENERAL ASSEMBLY
1. A quorum shall be deemed to be present and the General Assembly mayvalidly transact the business on the agenda whenever the number ofshareholders present in person or by proxy represents at least 20% of thepaid-up share capital. 2. Should such a quorum not be obtained in the first meeting, the GeneralAssembly shall convene again within twenty (20) days from the date of theadjourned meeting, the shareholders being invited at least ten (10) daysprior to such meeting. The latter repetitive General Assembly shall bedeemed to form a quorum and may validly act on the items of the initialagenda no matter what part of the capital is represented therein. 3. The resolutions of the General Assembly are taken by the absolutemajorityof the votes represented in it.
ARTICLE 27
EXTRAORDINARY QUORUM AND MAJORITY OF VOTES OF GENERAL
ASSEMBLY
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1. Exceptionally a quorum shall be deemed to be present and the GeneralAssembly may validly act on the items of the agenda, only if shareholdersrepresenting 2/3 of the paid-up share capital are present or representedtherein, concerning the following decisions:
 (a) An extension of the duration, merger or dissolution the Company;  (b) The changing of the Company’s nationality;  (c) The changing of the Company’s objects;  (d) An increase or reduction of share capital, with the exception of theincreases of Article 6 paragraphs 1 and 2 of the present Articles ofAssociation;  (e) Issue of a bond loan;  (f) A change in the manner of distribution of the profits;  (g) Increase of obligations of shareholders.
2. If a quorum as provided in paragraph 1 of this Article shall not havebeenachieved in the first meeting, within twenty (20) days from this sessionand after an invitation before at least ten (10) days, a first repetitivemeeting is convened, which is deemed to have a quorum and meet validly onthe items of the original agenda if at such meeting is represented atleast one half (1/2) of paid-up share capital. 3. If again no such quorum is formed, a second repetitive meeting isconvenedwithin twenty (20) days, after an invitation at least ten (10) daysbefore, which is deemed to have a quorum and meets validly on the items ofthe original agenda when in such meeting is represented at least one third(1/3) of paid-up share capital. 4. All decisions provided in paragraph 1 of the present Article are taken bya two thirds (2/3) majority of the outstanding shares.
ARTICLE 28
CHAIRMAN - SECRETARY OF GENERAL ASSEMBLY
1. The Chairman of the Board of Directors or, in his absence, the DeputyChairman, shall preside temporarily over the General Assembly ofShareholders. The duties of Secretary are carried out by the personappointed by the Chairman. 2. After the list of shareholders entitled to vote is approved, the Assemblyproceeds with the election of its Chairman and a Secretary who serves asvote counter as well. The election of the regular Chairman’s office of theGeneral Assembly takes place by secret ballot, unless this GeneralAssembly decides otherwise or unless the law stipulates otherwise.
ARTICLE 29
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SUBJECT OF DISCUSSION - MINUTES OF GENERAL ASSEMBLY
1. Discussions and decisions of the General Assembly are limited to theitems on the agenda. 2. For the subjects discussed and approved at the meeting minutes are keptand they are signed by its Chairman and its Secretary. After anapplication of every shareholder, the Chairman of the General Assembly isobliged to register in the minutes on exact summary of the opinion ofshareholder. In the book where minutes are registered is also registeredthe list, drafted according to the provisions of paragraph 2, Article 27of the C.L. 2190/1920, of the shareholders present and represented at theGeneral Assembly. 3. The copies and extracts of the minutes are ratified by the Chairman oftheBoard of Directors or his deputy.
ARTICLE 30
DECISION FOR RELEASE OF BOARD OF DIRECTORS AND AUDITORS
1. Following approval of the Annual Financial Statements the GeneralAssemblyshall decide by special vote taken by roll call on the release of theBoard of Directors and Auditors from any liability for indemnity. 2. Members of the Board of Directors and employees of the Company mayparticipate in the voting for the release of the Board of Directors fromliability only through the shares of which they are owners. Such releaseshall be ineffective with respect to the matters specified in Article 22aof C.L. 2190/1920 as effective.
CHAPTER VI
AUDIT
ARTICLE 31
AUDITORS
1. The Ordinary General Assembly appoints every year two (2) regularauditorsand two (2) substitutes, specifying their compensation. 2. The General Assembly can appoint only one regular and one substituteauditor, if they are chartered accountants. In any case, if the limits ofparagraph 6, Article 42a in connection with Article 112 of C.L. 2190/20 asin effect after its amendment by PD 409/86 and 498/87 are exceeded, theappointment of chartered accountants is obligatory. 3. Within five (5) days from the General Assembly that has appointed theauditors, the Company shall notify these auditors their appointment, andin the event that they do not
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  refuse such appointment within five (5) days, they are deemed to haveaccepted such appointment and bear all the responsibilities andobligations prescribed by Article 37 of C.L. 2190/1920.
ARTICLE 32
DUTIES AND RIGHTS OF AUDITORS
1. The auditors have the right, at any time during their period of service,to take cognizance of any book, account or document of the Company, beingobliged, after the termination of the financial year, to audit the annualfinancial Statements submitting a report on the result of their findingsto the Ordinary General Assembly, which must show clearly, after anexamination of the accuracy and legality of the entries in the Company’sbooks, whether the annual accounts represent its financial situation atthe date of expiration of the audited financial year and the loss andprofit account shows the actual results of this financial year.   The Auditors shall have the right through a petition to the Chairman ofthe Board of Directors to request convocation of an extraordinary GeneralAssembly. Such meeting shall be convened by the Board of Directors withinten (10) days from the date of service of the petition to the Board’sChairman and shall specify in the agenda the subjects mentioned in thepetition.
CHAPTER VII
ANNUAL FINANCIAL STATEMENTS - PROFITS - LOSSES
ARTICLE 33
FINANCIAL YEAR
1. The financial year is of a 12-month duration and begins on January 1 ofeach year and ends on December 31 of the same year. Exceptionally, thefirst financial year begins from the legal incorporation of the Companyand will end on December 31st, 1993.
ARTICLE 34
ANNUAL FINANCIAL STATEMENTS
1. At the end of each financial year the Board of Directors draws up theannual financial statements (Balance Sheet, “Loss and Profit” Account,“Distribution of Profits Sheet” and Attachment) as well as the managementreport. The annual financial statements must show with absolute claritythe real picture of the property structure, of the monetary-financialposition and of the loss and profit account of the Company and are drawnup
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  obligatorily according to provisions of Articles 42a, 42b,42c, 42d, 42e,43, 43a para. 3 section a & b, 43b, 111 para 1 and 2 and 112 para 1 to 7of C.L. 2190/1920 as such is in effect after its amendment by P.D. 409/86and 498/87. The annual financial statements are submitted for approval tothe Ordinary General Assembly and are accompanied:
 (a) By an explanatory report of the Board of Directors, which mustfurnish a clear and real picture of the progress of works and of thefinancial position of the Company, as well as information on itsforeseen course and for its activities in the field of research anddevelopment and in which must be mentioned all data specified inArticle 43a para. 3 (a) and (b) of C.L. 2190/1920 as amended by P.D.409/86; and  (b) By the auditors report which will contain, beyond the data referredto in Article 37 para 1, all data referred to in Article 43a para 4of C.L. 2190/1920 as such is in effect.
2. The Balance Sheet of the Company, the Loss and Profit Account and theDistribution of Profits Sheet together with the audit certificate, inthose cases where the audit by chartered accountants is foreseen, arepublished at least twenty (20) days before the session of the Assembly,according to what is stipulated in the Law, in the newspapers specified inArticle 43 para. 5 of C.L. 2190/20 as it is. 3. The General Assembly may pass valid resolutions on the Annual FinancialStatements only if such Financial Statements shall have been audited bythe Company’s auditors and specifically countersigned by:
 (a) the Managing or authorized Director, or if no such Director existsby another member of the Board designated for such purpose;  (b) the person exercising the general management of the Company; and  (c) the Chief Accountant. In the event the above mentioned personsdisagree as regards the manner in which said Financial Statementswere prepared with respect to their legality, they are obliged toreport their objections in writing to the General Assembly.
ARTICLE 35
DISTRIBUTION OF PROFITS
1. Net profits of every financial year are these resulting after thesubtraction from the gross profits of the Company of every expense, loss,lawful amortization and any other company encumbrance. 2. The distribution of Company’s net profits will be effected as follows:
 (a) First takes place the withholding of the percentage for theformation of an ordinary reserve as stipulated by Law, namely forthis purpose is withheld at
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   least 1/20 of net profits. The withholding shall cease to becompulsory when the ordinary reserve equals at least one-third (1/3)of the paid-up share capital;  (b) Then takes place the withholding of the amount required for thepayment of a first dividend to the shareholders, such dividend to beequal to at least 6% of the paid-up share capital, and according toArticle 45 of C.L.2190/1920 in connection with provisions of Law148/1967, L.D.34/1968 and Law 876/1979 and with the reservation ofthe provisions of Article 44a of CL 2190/1920 as such is in effect.
3. The General Assembly disposes freely of the rest.
ARTICLE 36
1. The payment of dividends takes place within two (2) months from theresolution of the Ordinary General Assembly which approved the annualfinancial statements and at a day determined by the Ordinary GeneralAssembly, or , under its authorization, by the Board of Directors. Thosewho have not requested promptly the payment of the dividends belonging tothem, can have no claim for interest. Dividends not claimed within five(5) years from the date they became payable are prescribed. 2. The distribution of interim dividends or percentages is permitted only ifat least twenty (20) days before the day of such distribution, anaccounting statement on the Company’s property is published in one ofAthens daily newspapers which in the Board of Directors’ opinion have thewidest circulation and in the Bulletin of Limited Companies (SocietesAnonymes) and Limited Liability Companies of the Government Gazette and issubmitted to the competent supervising authority. The dividendsdistributed in this way can not exceed the half (1/2) of the net profitsshown in the accounting statement.
CHAPTER VIII
ARTICLE 37
REASONS OF COMPANY DISSOLUTION
1. The Company is dissolved:
 (a) Upon expiration of its duration, unless an extension of its durationis decided prior to such expiration by the General Assembly;  (b) By resolution of the General Assembly taken according to theprovisions of Article 27 of the present Articles of Association; and  (c) When the Company is declared in bankruptcy.
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2. The concentration of all shares in the hands of one single shareholderdoes not constitute a reason for the dissolution of the Company. 3. In case the total of the Company own capitals, as stipulated in Article42c of CL. 2190/1920 as amended by P.D. 409/86 becomes lower than half(1/2) of the paid-up share capital the Board of Directors is obliged toconvene the General Assembly within a deadline of six (6) months from theexpiration of financial year in order to decide whether the Company willbe dissolved or another measure will be adopted. 4. If the Company is dissolved because of the lapse of its time of durationor by resolution of the General Assembly or if after the declaration ofbankruptcy a settlement or restitution has taken place, according tostanding provisions concerning bankruptcy, the Company may be revived byresolution of the General Assembly of shareholders, taken according to theprovisions of Article 27 of the present Articles of Association. Suchresolution is excluded if the distribution of the company property hasalready begun.
ARTICLE 38
LIQUIDATION
1. Except in the case of bankruptcy, the dissolution of the Company isfollowed by its liquidation. In the case of item a of paragraph 1 ofArticle 37 of the present Articles of Association, the Board of Directorsshall act as liquidator until liquidators are appointed by the GeneralAssembly.   In the case of item b of the same as above paragraph above of the sameArticle, the General Assembly appoints the liquidators by the sameresolution. The liquidators, appointed by the General Assembly, can be two(2) to four (4), shareholders or not and they exercise all the competencesof the Board of Directors which are relevant with the procedure andpurpose of liquidation, as such have been possibly limited by the GeneralAssembly, with the resolutions thereof they are obliged to comply.   The appointment of liquidators results ipso jure in the termination ofauthority of the members of the Board of Directors and of the auditors. 2. The liquidators appointed by the General Assembly are obliged, uponassuming their duties, to take an inventory of the Company property and topublish in the press and in the Bulletin of Limited Companies (SocietesAnonymes) and Limited Liability Companies of the Government Gazette, abalance sheet, a copy thereof is submitted to the Direction of Commerce ofthe competent Prefecture. According to Article 7a of C.L. 2190/1920, assuch is in effect today, the balance sheet of the liquidation and thefinal balance sheet are also subject to publicity. 3. The liquidators have the same obligation upon termination of liquidationas well. 4. The General Assembly of shareholders retains all its rights during theliquidation. 5. The liquidation balance sheets are approved by the General Assembly ofshareholders, which also decides on the release of liquidators from everyresponsibility.
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6. Every year the liquidation results are submitted to the General Assemblytogether with a report setting forth the reasons for which the liquidationhas not been terminated as yet. 7. The proceeds of liquidation of the Company, after the complete finalpayment of its liabilities, belongs to the shareholders and is distributedto the shareholders pro rata to the shares each one of them has at hishands.
CHAPTER IX
GENERAL PROVISION
ARTICLE 39
These Articles of Association are limited to the issues required by Article 2ofC.L. 2190/1920 as such has been amended and is in effect. The provisions ofC.L.2190/1920 as such have been amended and are in effect apply as to all otherissues.
CHAPTER X
TRANSITORY PROVISIONS
ARTICLE 40
SUBSCRIPTION AND PAYMENT OF CAPITAL
The capital of the Company specified in Article 5 of the present Articles ofAssociation is fully subscribed to by the founders of the Company in thefollowing proportions:
(a) The Company “STET INTERNATIONAL S.p.a.”, a company established underthe Italian laws, with registered seat in Rome Italy (Via Aniene 23),covers 999 ........shares of a total value of Drs 9.990.000, of par value10.000 each (b) Mr. Epaminondas Lambadarios, covers 1 ...share of a total value ofDrs 10.000.
The founders are obliged to pay cash in the Company’s Treasury the full valueofthe shares upon the entry in the Registry of S.A. of the administrativedecisionauthorising the establishment of the Company and approving these Articles ofAssociation.
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ARTICLE 41
FIRST BOARD OF DIRECTORS
The first Board of Directors, that will run the Company until the convocationofthe first Ordinary General Assembly of the shareholders, which shall take placewithin the first 6 months of 1994, shall consist of Messrs:
1. Carlo Mezzanote 2. Epaminondas Lambadarios 3. Basil Lambadarios
ARTICLE 42
AUDITORS OF FIRST FINANCIAL YEAR
Regular auditors for the first financial year of the Company are appointed asregular the following:
1. Antony Sichnis 2. George Gassios
and as deputy following :
1. George Samothrakis 2. John Kitsopanides
All of them have graduated five years ago (at least). The annual remunerationis fixed at Drs. 20.000 for each one, who will be used.
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T R U E C O P Y
of the Codified Articles of Association
of above Company with
registration no. 27039/01AT/B/92/1961
submitted to the Register of Societes Anonymes
in 14-11-03.
Agia Paraskevi, 19-12-2003
(Seal and Signature)
Head of the Department
O. KONSTANTINIDI
The present document constitutes a true and accurate translation in English ofthe Greek Official document of the Codified Articles of Association of theSociete Anonyme under the corporate name “STET HELLAS TELECOMMUNICATIONS S.A.”,(including the respective amendments of the Articles of Association by virtueofthe General Assembly Resolutions dated 21.12.1992, 22.01.1993, 11.02.1993,02.04.1993, 12.05.1993, 07.09.1993, 11.05.1994, 30.06.1994, 28.04.1998,31.07.2001, 24.01.2002 and 16.10.2003).
Certified according to the Greek Law by the Attorney-at-Law
PARIS ATLAMAZOGLOU.
MAROUSSI, MARCH 15TH, 2004
(SEAL)
(SIGNATURE)
THE CERTIFIED ATTORNEY-AT-LAW
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