Exhibit
4.19


 


SHARE
PURCHASE AGREEMENT


 


 


BETWEEN 


 


MATÁV RT


 


AND 


 


COSMOTELCO TELECOMMUNICATION SERVICES SA


 


 


DATED 22 OCTOBER 2004


 





















 


Execution
Version


 


SHARE PURCHASE AGREEMENT


 


This Share Purchase
Agreement (this “Agreement”) is entered into on 22
October 2004 by and between


 


MATÁV
RT., a company
registered and existing in Hungary with the Metropolitan Court acting as Court
of Registration under registration number 01-10-041928, whose registered office
is at 1013 Budapest, Krisztina krt. 55, Hungary (the “Buyer”);
and


 


COSMOTELCO
TELECOMMUNICATION SERVICES S.A., a company incorporated in Greece, formerly known as CosmoTelco Added
Value Services, S.A., under registration number 33363/01AT/B/95/469/00, whose
registered office is at 47 Ag. Konstantinou str., Maroussi, Attica, Greece (the
“Seller”)


 


(the Seller and the Buyer
are collectively referred to as the “Parties” and
individually, as a “Party”), on the
terms and conditions set out herein:


 


1             Subject matter


 


1.1           On the date of the Agreement, and with the
settlement occurring on the Settlement Date, as defined below, the Seller
agrees to sell to the Buyer, and the Buyer agrees to purchase from the Seller,
on the terms and conditions set out herein:


 


1.1.1        5,078,557 (five million seventy-eight
thousand five hundred fifty-seven) ordinary registered dematerialized shares of
Stonebridge AD, a company incorporated in Former Yugoslav Republic (“FYR”) of Macedonia, registered with Basic Court I Skopje
under number 0239300?-4-09-000, whose registered office is at Orce Nikolov bb,
first floor, 1000 Skopje, FYR Macedonia (the “Company”),
nominal value of MKD 310.8, being EUR 5.11 each (the “Shares”);
and


 


1.1.2        240 (two hundred forty) ordinary registered
dematerialized shares of Telemacedonia AD, a company incorporated in FYR
Macedonia, registered with Basic Court I Skopje under number
02036225?-4-09-000, whose registered office is at Orce Nikolov bb, first floor,
1000 Skopje, FYR Macedonia (the “Telemacedonia”),
nominal value of MKD 310.8, being EUR 5.11 each (the “Telemacedonia
Shares”). (The Shares and the Telemacedonia Shares are collectively
referred to as the “Sale Shares”.)


 


On the Settlement Date, the
Seller, as beneficial owner of the entire legal and beneficial interest in the
Sale Shares will transfer the entire legal and beneficial ownership in the Sale
Shares to the Buyer with full title guarantee and free and clear of all
Encumbrances, as defined below, together with all rights attaching to the Sale
Shares.


 


1.2          The Buyer and the Seller agree that their respective
entering into of this Agreement constitutes their respective written approval
of the sale by the Seller to the Buyer of the Shares for the purposes of the
first paragraph of section 15.1 of the Subscription and Shareholder’s Deed
entered into on 14 December, 2000 between (among others) the Seller and the
Buyer (the “Deed”).


 


1.3          The Buyer and the Seller agree that the
subject matter of this Agreement is the sale of all of the Sale Shares and that
neither Party shall be obliged to complete the sale and purchase


 


1





















 


of any of the Sale Shares unless the sale and
purchase of all of the Sale Shares is completed simultaneously on the
Settlement Date, in accordance with this Agreement.


 


1.4           The Buyer and the Seller agree that for
purposes of this Agreement, “Encumbrance”
means any mortgage, charge, pledge, lien, restriction, assignment,
hypothecation, security interest, title retention or any other agreement or
arrangement the effect of which is the creation of security, or any other
interest or other right of any person (including any right to acquire, option,
right of first refusal or right of pre-emption), or any agreement or
arrangement to create any of the same and “Unencumbered”
and “Encumber” shall be construed
accordingly.


 


2             Consideration


 


2.1          In consideration for the purchase of the Sale
Shares on the terms and conditions of this Agreement, the Buyer shall pay to
the Seller on the Settlement Date, the aggregate amount of EUR 31,400,000.00
(thirty-one million four hundred thousand Euros) (the “Price”).
The Seller shall pay all corporate (whether national, municipal or local) and
value added or similar taxes due to be paid by it in any country as a result of
the Seller’s receipt of the Price.


 


2.2          The Buyer and the Seller agree that EUR
85,000 (eighty-five thousand Euros) of the Price is attributable to the sale by
the Seller to the Buyer of the Telemacedonia Shares, while the balance of the
Price is attributable to the sale by the Seller to the Buyer of the Shares.


 


2.3          The Buyer acknowledges that it shall have no
right of offset or reduction in respect of the Price.


 


2.4          The Parties acknowledge that the Seller is
entitled to both the Seller’s Company Dividend Entitlement as referred to in
section 8 and the Further Entitlement as referred to in section 9, to be paid
in accordance with sections 8 and 9 hereof, as consideration for the Sale Shares
in addition to the Price


 


3              Settlement of Sale and Purchase of the Sale Shares


 


3.1           The Buyer and the Seller agree that the settlement of the purchase and
sale of the Sale Shares shall occur by way of a block share sale transaction on
the Macedonian Stock Exchange in, and in accordance with the laws of Macedonia,
on that date to be agreed by the Buyer and the Seller, which shall occur not
later than five (5) Business Days, as defined below, after that date on which
the condition precedent set out in section 4.1 hereof shall have been met to
the Buyer’s reasonable satisfaction or, waived in the Buyer’ sole discretion
(the “Settlement Date”).


 


3.2           On the Settlement Date agreed by the Buyer and the Seller:


 


3.2.1        the Seller shall deliver to the Buyer:


 


3.2.1.1
confirmation of the Agent (as defined in section 3.4 hereof) that the Shares
and the Telemacedonia Shares have been reserved for the processing of their
sale over the Macedonian Stock Exchange in a block share sale transaction, as
permitted under applicable law; and


 


2





















 


3.2.1.2
the duly signed and notarized written resignations, in the form attached as
Annex 1 hereto, of (i) Mr Michail Kefaloyannis from his position as member of
the Board of Directors of each of the Company and of Telemacedonia, and (ii) of
Mr Stavros Nikolaos Stavridis from his positions as a member of the Board of
Directors of each of Makedonski Telekomunikacii AD, a company incorporated in
FYR Macedonia, registered under number 42/2001, whose registered office is at
Orce Nikolov st bb, Municipality of Center, 1000 Skopje, FYR Macedonia (“MakTel”), and MakTel’s wholly owned subsidiary, MobiMak AD,
a company incorporated in FYR Macedonia registered under number 1843/2001 whose
registered office is at Orce Nikolov bb, 1000 Skopje, FYR Macedonia (“MobiMak”); and


 


3.2.2        the Buyer shall effect payment to the Seller
of the Price via the Agent, as defined below.


 


3.3           On the first Business Day occurring after the
Settlement Date, the Seller shall deliver to the Buyer the extract from the
book of shares maintained by the Macedonian Central Securities Depository,
dated as of the first Business Day occurring after Settlement Date, evidencing
that on and as of said date, the Buyer is registered as the owner of each of
the Shares and the Telemacedonia Shares, and that the number of each of the
Shares and of the Telemacedonia Shares in respect of which the Buyer is so
registered corresponds to that number of the relevant shares indicated in
section 1.1 hereof.


 


3.4           The Parties agree that they will settle the
sale from the Seller to the Buyer of the Sale Shares through the agent listed
below (the “Agent”), which the Buyer and the
Seller acknowledge is the Agent appointed by each of them for purposes of this
transaction:


 


Broker/Bank:         Komercijalna banka a.d. Skopje

Kej Dimitar Vlahov 4

1000 Skopje, Macedonia


 


The
Buyer and the Seller waive their respective right each to appoint an agent for
purposes of effectuating the settlement of the Sale Shares, and undertake each
to enter with the Agent the document(s) substantially in the form(s) attached
as Annex 2, for the purpose of settling the sale and purchase of the Sale Shares
on the Settlement Date.


 


3.5           The Parties agree that for purposes of this Agreement, a Business Day
means a day (excluding Saturday) on which commercial banks are generally open
in each of Skopje, Macedonia, Athens, Greece, and Budapest Hungary are open for
the transaction of normal banking business.


 


4              Condition Precedent to Occurrence of Settlement


 


4.1            The occurrence of the Settlement Date is
conditional upon the Seller having obtained each of the following corporate
approvals in the form attached as Annex 3 to this Agreement:


 


4.1.1         Corporate documents required to evidence the
grant of appropriate corporate governance approvals for the transaction
contemplated in this Agreement for Buyer’s confirmation:


 


3





















 


(i)             Resolution of the Seller’s duly convened and
acting Board of Directors approving the sale of the Sale Shares and the
entering into of this Agreement;


(ii)            Resolution of the Seller’s duly convened and
acting General Assembly, approving the sale of the Sale Shares and the entering
into of this Agreement


 


and such other corporate approvals as are
required under applicable law to have been obtained in order to permit the
Seller to sell all of the Sale Shares to the Buyer on the Settlement Date and
to otherwise perform under this Agreement.


 


5             Sharing of Certain Costs Relating to Settlement of the Sale and
Purchase of the Sale Shares


 


5.1           The Buyer and the Seller agree to share
equally the following third party costs and expenses which will be incurred by
either or both of them in connection with the settlement of the sale and
purchase of the Sale Shares pursuant to this Agreement;


 


5.1.1        all amounts to be paid to the Agent, for the
performance of banking and stock brokerage services under the document(s)
attached as Annex 2, including by way of example and not by way of limitation,
all bank wire transfer fees incurred by the Buyer in connection with or
relating to the payment of the Price;


 


5.1.2        all amounts required to be paid to the
Macedonian Stock Exchange in connection with effectuating on said Exchange of
the settlement of the sale and purchase of the Sale Shares hereunder;


 


5.1.3        all amounts required to be paid to the
Macedonian Central Securities Depository in connection with the registration of
the Buyer as the owner of the Shares and of the Telemacedonia Shares following
the settlement of the sale and purchase of the Sale Shares hereunder; and


 


5.1.4        all amounts incurred in respect of exchange
rate losses resulting from the conversion of the Price from EUR to Macedonian
Denars and then again to EUR, in connection with the payment by the Buyer to
the Seller of the Price during the process of the settlement in Macedonia.


 


The
Buyer and the Seller shall separately bear any costs incurred by either of them
in connection with or pursuant to the settlement of the sale and purchase of
the Sale Shares contemplated in this Agreement, which are not specifically
identified in this section as being a cost to be borne equally by the Buyer and
the Seller.


 


5.2         Within seven (7) Business Days after the
Settlement Date, and subject only to this section, each of the Buyer and the
Seller shall submit to the other an accounting of the costs and expenses
incurred by it in connection with the settlement of the sale and purchase of
the Sale Shares.  The Parties undertake
to act in good faith to substantiate their respective incurring of the costs
and expenses indicated on their respective accounting, by submitting to the
other documentation prepared in accordance with applicable laws and
regulations, of the substance and amount of each cost and expense.


 


5.3         The Buyer will total said costs and expenses
and re-allocate them equally among the Buyer and the Seller and, not later than
ten (10) Business Days after the Settlement Date, will


 


4





















 


inform the Seller whether either of the Buyer
or the Seller is required to pay to the other any amount in respect of the cost
sharing process described in this section, and if so, the amount to be paid. If
either the Buyer or the Seller is required to make any payment to the other
under this section, such payment shall be made by bank wire transfer in
immediately available funds within five (5) Business Days of that date on which
the Buyer informs the Seller of the results of the Buyer’s calculation pursuant
to this section and against documentation substantiating the appropriateness of
such payment as specified by the Party making he payment.


 


6              Representations
and Warranties


 


6.1          The Seller hereby warrants to the Buyer as
follows:


 


6.1.1       The Sale Shares


 


6.1.1.1    On the date of this Agreement and on the Settlement Date the Seller is
the sole legal and beneficial, duly registered owner of each of the Shares and
of the Telemacedonia Shares. All of the Shares and the Telemacedonia Shares are
fully paid up. The Shares and the Telemacedonia Shares are free of, and
unaffected by, Encumbrances;


 


6.1.1.2    On the date of this Agreement and on the Settlement Date, the Seller is
entitled to transfer the ownership in the Shares and in the Telemacedonia
Shares to the Buyer on the terms set out in this Agreement and, subject only to
section 4 hereof has, or will prior to the Settlement Date have, obtained all
corporate authorisations required to empower it to enter into this Agreement
and to perform hereunder;


 


6.1.1.3    On the Settlement Date, the Seller transfers the Shares and the
Telemacedonia Shares to the Buyer with full title guarantee and as registered
beneficial owner of the entire legal and beneficial interest in the Shares,
free and clear of all Encumbrances and together with all rights attaching
thereto.


 


6.1.2       The Seller


 


On
the date of this Agreement and on the Settlement Date:


 


6.1.2.1    the Seller is a corporation validly existing under the laws of Greece
with the requisite power and authority to enter into and perform, and has taken
all necessary corporate action to authorise the execution and, subject only to
section 4 hereof, will by the Settlement Date have taken all necessary
corporate action to authorise the performance, of its obligations under this
Agreement;


 


6.1.2.2    neither the entering into, nor the implementation of the transactions contemplated
in, this Agreement by the Seller will:


 


(i)           violate or conflict with the provisions of
its constitutional documents;


 


(ii)          amount to a violation or breach of any laws
or regulations applicable to the Seller;


 


5





















 


(iii)           amount to a violation or default with respect to any relevant order,
decree or judgment of any court or governmental or regulatory authority to
which the Seller is a party or by which the Seller is bound, which violation or
default is material in the context of the transactions contemplated in this
Agreement; or


 


(iv)           result in a breach of, or constitute a default under, any instrument to
which the Seller is a party or by which the Seller is bound, which breach or
default is material in the context of the transactions contemplated in this
Agreement;


 


6.1.2.3    this Agreement constitutes and, subject only
to section 4 hereof, will on the Settlement Date constitutes a valid and
legally binding obligation of the Seller and;


 


6.1.2.4    the Seller is not engaged in any litigation
or arbitration or similar proceedings related to the transactions contemplated
in this Agreement and so far as the Seller is aware, no such litigation,
arbitration or proceeding is threatened against any of the Seller, the Company
or Telemacedonia.


 


6.1.3        No Outstanding Payment Obligations Other than
the Loans


 


Other
than the Loans, defined below, there is no debt or payment obligation of any
kind whatsoever due or which after the Settlement Date will become due, and
payable by the Seller to the Company.


 


6.2           The Buyer hereby warrants to the Seller, on
the date of this Agreement, and on the Settlement Date, as follows:


 


6.2.1        The Buyer is a public company limited by
shares validly existing under the laws of Hungary with the requisite power and
authority to enter into and perform, has taken all necessary corporate action
to authorise the execution and the performance of, its obligations under this
Agreement;


 


6.2.2        Neither the entering into, nor the
implementation of the transactions contemplated in, this Agreement by the Buyer
will:


 


(i)            violate or conflict with the provisions of
its constitutional documents;


 


(ii)           amount to a violation or breach of any
applicable Hungarian laws or regulations;


 


(iii)           amount to a violation or default with respect to any relevant order,
decree or judgment of any court or any governmental or regulatory authority to
which the Buyer is a party or by which the Buyer is bound which violation or
default is material in the context of the transactions contemplated in this
Agreement; or


 


(iv)           result in a breach of, or constitute a default under, any instrument to
which the Buyer is a party or by which the Buyer is bound, which breach or
default is material in the context of the transactions contemplated in this
Agreement.


 


6





















 


6.2.3        This Agreement constitutes and will on the
Settlement Date constitute a valid and legally binding obligation of the Buyer.


 


6.2.4        The Buyer is not engaged in any material litigation or arbitration or
similar proceedings related to the transactions contemplated in this Agreement
and so far as the Buyer is aware, no such litigation, arbitration or proceeding
is threatened against any of the Buyer, the Company or Telemacedonia.


 


6.3           The Buyer and the Seller
acknowledge that on the date of the signing of this Agreement each of them is a
duly registered shareholder in each of the Company and Telemacedonia, and, in
such capacity, is familiar with the status of the Company and of Telemacedonia
and their respective business and operations. 
Accordingly, other than as expressly indicated in this section, neither
the Buyer nor the Seller makes any warranty or representation to the other or
to the Company concerning either the Company or Telemacedonia, or their
respective business or operations.  The
Buyer and the Seller also acknowledge that neither of them makes any warranty
or representation to the other concerning any matter whatsoever, other than as
expressly stated in this Agreement and that no representation, warranty,
covenant, undertaking or promise shall be taken to have been given or be
implied from anything said or written in negotiations between the Buyer and the
Seller prior to this Agreement except as set out in this Agreement.


 


6.4           Neither the Buyer nor the Seller shall be under any liability in respect of
any claim made by the other under sections 6.1 and 6.2 hereof, as the case may
be, and any such claim shall be wholly barred and unenforceable, unless notice
of such claim (stating in reasonable detail the specific matters and the
specific warranty in respect of which the claim is made and including so far as
reasonably practicable an estimate of the maximum amount of the claim) shall
have been served upon the other not later than the first (1st) anniversary of
the Settlement Date.


 


7              General Covenants


 


7.1           The Seller hereby covenants to and agrees
with the Buyer that the Seller shall:


 


7.1.1        act in good faith to procure, as soon as
practicable after the date of this Agreement, each of the corporate approvals
which it is required under applicable law to have obtained in order to permit
the Seller to perform under this Agreement, so as to satisfy the condition precedent
in section 4 hereof; and


 


7.1.2        deliver to the Buyer:


 


(i)            the documents referred to in section 4.1
hereof within five (5) Business Days of the date of the signing of this
Agreement;


(ii)           the documents referred to in section 3.2.1
hereof on the Settlement Date; and 


(iii)          the document referred to in section 3.3
hereof on the Business Day occurring immediately after the Settlement Date.


 


7.1.3        indemnify the Buyer immediately on demand
against any Losses, as defined below, suffered by the Buyer in consequence of
the Seller’s failure to perform any of its obligations, covenants and/or
undertakings made under or in this Agreement and/or of any representation or
warranty of the Seller made in this Agreement proves to be incorrect or untrue,


 


7





















 


PROVIDED THAT the Buyer shall have made an
indemnification claim within the time period described in section 6.4 hereof,
and PROVIDED FURTHER THAT the time period for the making of an indemnification
claim in respect of the covenants in: (i) section 8 hereof, shall end on the
first (1st) anniversary of the date of the declaration of the dividend referred
to in section 8 hereof, or (ii) in section 9 hereof, shall end on the first
(1st) anniversary of the date of the declaration of the dividend referred to in
section 9.2 hereof.


 


7.2           The Buyer hereby covenants to and agrees with
the Seller that the Buyer shall:


 


7.2.1        on the Settlement Date, pay the Price; and


 


7.2.2        indemnify the Seller immediately on demand
against any Losses, as defined below, suffered by the Seller in consequence of
the Buyer’s failure to perform any of its obligations, covenants and/or
undertakings made under or in this Agreement and/or if any representation or
warranty of the Buyer made in this Agreement proves to be incorrect or untrue, PROVIDED
THAT the Seller shall have made an indemnification claim within the time period
described in section 6.4 hereof, and PROVIDED FURTHER THAT the time period for the
making of an indemnification claim in respect of the covenants in (i) section 8
hereof, shall end on the first (1st) anniversary of the date of the declaration
of the dividend referred to in section 8 hereof, or (ii) in section 9 hereof,
shall end on the first (1st) anniversary of the date of the declaration of the
dividend referred to in section 9.2 hereof.


 


7.3           The Buyer and the Seller covenant and agree
with each other that they will co-operate with one another and with the Agent
to sign the document(s) attached as Annex 2 and to perform under said document(s)
in order to give effect to the sale of the Sale Shares.


 


7.4           The Buyer and the Seller covenant and agree
with each other that they will:


 


7.4.1        co-operate with one another in good faith and
perform as required pursuant to the provisions of, to give effect to the
transactions contemplated in, this Agreement; and


 


7.4.2        re-sign this Agreement, with that text set
out herein, on that date which occurs two (2) Business Days before the agreed
Settlement Date, in order to satisfy the technical requirements of the
Macedonian Stock Exchange in respect of the date by which an agreement for the
purchase and sale of shares on said Exchange via a block transaction must have
been signed.


 


7.5           The Parties agree that for purposes of this
Agreement, Losses mean and include, in respect of any matter, event or
circumstance, all demands, claims, actions, proceedings, damages, payments,
fines, penalties, losses, costs (including for example and not by way of limitation
legal costs), expenses (including for example and not by limitation, taxation
of any nature whatsoever), disbursements or other liabilities in any case of
any nature whatsoever, whether in respect of the Buyer, the Company or
Telemacedonia.


 


8              Seller’s Company Dividend Entitlement


 


8.1           The Seller acknowledges that it has entered
with the Company into the (i) the Loan Facility Agreement, dated 20 June 2003,
between the Seller and the Company, as amended on 20 April 2004, (ii) the Loan
Facility Agreement, dated 1 September 2003 between the Company and the Seller,
as amended on 30 July 2004, and (iii) the Loan Facility Agreement,


 


8





















 


dated 3 October 2003 between the Company and
the Seller, as amended on 30 July 2004 (collectively the “Loans”).
The Parties acknowledge that: (i) the Company’s Board of Directors and
its shareholders meeting approved the entering into and the amendment of the
Loans; and (ii) on the date of the entering into and of the amendment, as the
case may be of the Loans, the Company had funds available for the making of,
and was permitted by applicable law, the Company’s Statut and the required
internal corporate approvals, to enter into, the Loans with the Seller.
Assuming no repayment, prepayment or amendment of the Loans occurring between
the date hereof and the maturity date of the relevant Loan, the Parties
acknowledge that the Seller’s maximum repayment liability to the Company under
the Loans will not exceed EUR 1,261,619.26 (one
million two hundred sixty-one thousand six hundred nineteen Euro and twenty-six
Euro Cents) (the “Maximum Offset Amount”). In
connection with the sale of the Sale Shares, the Parties intend that after the
Settlement Date, the Seller settles all amounts outstanding from the Seller to
the Company under the Loans.


 


8.2           If (i) the Company’s final audited accounts
in respect of its 2004 financial year indicate that profits are available for
distribution in respect of the Company’s 2004 financial year, and (ii) no
provisions of applicable law prohibit the Buyer from voting all of the shares of
the Company then owned by the Buyer in favor of the Company paying a dividend
in respect of the Company’s 2004 financial year, then, after the completion of
the audit of the Company’s 2004 annual financials and of all other tasks
required to be completed in order to permit the Buyer to do so, the Buyer shall
vote all Shares in the Company then owned by it in favor of the adoption of a
resolution of the Company’s shareholders (the “2005 Resolution”), stating that: (A) a dividend is
declared to those entities which were registered shareholders of the Company on
that Business Date occurring immediately before the Settlement Date (the “Relevant
Date”); and (B)
the Seller’s pro rata entitlement in said dividend will be that amount of EUR
which equals the total amount of principal and interest outstanding under the Loans
on the date referred to in section 8.3 hereof, it being expressly agreed that
in no event will said entitlement exceed the Maximum Offset Amount (the “Seller’s
Company Dividend Entitlement”). When
calculating the Seller’s Company Dividend Entitlement, and subject to the
Maximum Offset Amount, the Seller shall be deemed to have owned the Shares for
365 days in the Company’s 2004 financial year, notwithstanding the reference in
the 2005 Resolution to the Relevant Date and the fact that the Parties
acknowledge that the Seller owned the Shares for less than 365 days in the
Company’s 2004 financial year.


 


8.3           The actual amount of principal and interest
outstanding under the Loans (the “Outstanding Loan Amount”) shall be
calculated on that Business Day on which the Company’s Board of Directors
decides that the Seller’s Company Dividend Entitlement can be paid out by the
Company.  In order to enable the Seller
to repay the Outstanding Loan Amount in full to the Company, the Parties agree
that the Seller may, and the Seller agrees, to use the Seller’s Company Dividend
Entitlement only as follows, and for no other purpose:


 


(i)            to offset the Seller’s Company Dividend
Entitlement against the Outstanding Loan Amount, pursuant to an offset
agreement to be entered into between the Company and the Seller (the “Loan
Offset”), in which case the Seller and the Buyer will, and
the Buyer will, to the extent permitted by law, procure that the Company, act
as required by section 8.4 hereof, to enable the Company and the Seller to
enter into the offset agreement and to give effect to the Loan Offset; or


 


(ii)           if the Buyer, in its reasonable discretion,
determines that the Loan Offset is disadvantageous to the Company or cannot be
timely implemented under the requirements of


 


9





















 


applicable law, or is prevented from being
implemented as a result of any FYR Macedonia authority refusing to grant a
permit or permission or to acknowledge a notification required to implement the
Loan Offset, then: (A) the Buyer will procure, to the extent permitted by law,
that the Company pay the Seller’s Company Dividend Entitlement as soon as
legally permitted after the adoption of the 2005 Resolution; and (B) the Seller
shall repay the Outstanding Loan Amount in cash to the Company within five (5)
Business Days after that date on which the Seller receives the Seller’s Company
Dividend Entitlement from the Company. The Seller will be deemed to have
received the Seller’s Company Dividend Entitlement on that date on which the
amount of said Entitlement is wire transferred by the Company to that bank
account of the Seller to which said Entitlement may be paid under applicable
laws.


 


Nothing in this section 8, however, shall
require the Buyer to declare an advance dividend in respect of its 2004
financial year.


 


8.4           The Parties agree that following the
Settlement Date, the Buyer will investigate and inform the Seller of all
requirements of applicable law relating to the Loan Offset.   If the Buyer in its reasonable discretion
and in good faith determines that the Loan Offset will be implemented, the
Buyer’s decision in this regard shall be final and binding on the Seller. In such
case: (i) the Seller shall, and the Buyer will procure to the extent permitted
by law that the Company, sign all documents and agreements, and co-operate to
apply for all permits and permissions, required to implement the Loan Offset;
(ii) the Seller shall fully co-operate with the Company and the Buyer in
preparing and negotiating all documents and agreements, and applying for all
permits and permissions, required to implement the Loan Offset; and (iii) the Parties
agree that they will share equally the total amount of all demands, claims,
actions, proceedings, damages, payments, fines, penalties, losses, costs (for
example and not by way of limitation attorney’s fees auditor’s fees), expenses
(including for example and not by limitation, taxation of any nature
whatsoever), disbursements or other liabilities of any nature whatsoever
incurred by the Buyer or the Company as a result of or in connection with the implementation
of a mechanism other than the Loan Offset, as determined by the Buyer’s or the
Company’s respective auditor, and the determination of the Buyer’s auditor of
the total amount of costs incurred and to be shared equally by the Parties
under this provisions shall be final and binding on the Parties.


 


8.5           If the Seller’s Company Dividend Entitlement
is calculated such that the Seller receives an amount of the Seller’s Company
Dividend Entitlement exceeding that amount to which it is actually entitled,
then the Seller shall hold said amount on trust for the Buyer and shall pay to
the Buyer by wire transfer in immediately available funds within ten (10)
Business Days of the Seller’s receipt of the Buyer’s first demand therefore,
all amounts so held on trust by to the Seller.


 


8.6           The Seller acknowledges and agrees that other
than the Seller’s Company Dividend Entitlement and the Further Entitlement
defined in section 9 hereof, all dividends declared by the Company and due to
the Seller in respect of financial years of the Company preceding the Company’s
2004 financial year have been paid to the Seller by the Company in full before
the date hereof.   Accordingly, the
Seller has no, and shall not, and hereby waives the right to, claim at any
time, for any reason on account of or in respect of the Shares, or for any
previous shareholding of the Seller in the Company, the right to receive
dividends in respect of any financial year(s) of the Company other than the
Seller’s Company Dividend Entitlement and the Further Entitlement.


 


10





















 


8.7           If the Buyer, acting in its reasonable
discretion and in good faith, determines that the mechanism described in
section 8.3. hereof cannot be implemented without significant disadvantage to
the Buyer or the Company, then the Parties agree as follows: (i) the Buyer will
procure, to the extent permitted by law, that the Company declare a dividend,
including the Seller’s Company Dividend Entitlement, only to those entities who
are registered shareholders of the Company on that date on which the dividend
is declared (ii) forthwith upon receiving from the Company the Buyer’s pro rata
share of that dividend, which includes the Seller’s Company Dividend
Entitlement, the Buyer will wire transfer the amount of the Seller’s Company
Dividend Entitlement to the Seller; and (iii) the Seller and the Buyer will share
equally the total amount of all demands, claims, actions, proceedings, damages,
payments, fines, penalties, losses, costs (for example and not by way of
limitation attorney’s fees auditor’s fees), expenses (including for example and
not by limitation, taxation of any nature whatsoever), disbursements or other
liabilities of any nature whatsoever incurred by the Buyer as a result of or in
connection with the fact that the Buyer made said payment to the Seller, as
determined by the Buyer’s auditor, whose determination shall be final and
binding on the Parties.


 


8.8           The Seller acknowledges and agrees that: (i)
it shall have no right to receive at any time any dividends in respect of
Telemacedonia’s 2004 financial year, despite the fact that the Seller owned the
Telemacedonia Shares on certain calendar days during, and hereby expressly waives
all of its entitlement to receive a dividend in respect of, Telemacedonia’s
2004 financial year; and (ii) all dividends previously declared by
Telemacedonia and due to the Seller in respect of all financial years of
Telemacedonia preceding Telemacedonia’s 2004 financial year have been paid to
the Seller by Telemacedonia in full before the date hereof. Accordingly the
Seller has no, and hereby waives the right to claim at any time, for any reason
on account of or in respect of the Telemacedonia Shares, or for any previous shareholding
of the Seller in Telemacedonia, the right to receive, dividends in respect of
any financial year(s) of Telemacedonia.


 


8.9           The Seller shall pay all corporate (whether
national, municipal or local) and similar taxes or charges due to be paid by it
in any country as a result of the Seller’s Company Dividend Entitlement and/or
the offset agreement between the Company and the Seller hereunder.


 


8.10         The Parties agree that for purposes of this
Agreement the term “audited accounts” shall be understood to be and to mean all
of those documents which the law and the accounting practices of the FYR
Macedonia from time to time in effect require must be prepared in order to
permit a company registered under the laws of the FYR Macedonia to calculate
the amount of its profits available for distribution as a dividend.


 


9              The Seller’s Further Entitlement


 


9.1           The Parties acknowledge that if dividends are
paid by MakTel to its shareholders in respect of MakTel’s 2004 financial year,
the economic effect of those dividends will be reflected on the Company’s
annual financials in respect the Company’s 2005 financial year. The Seller will
have been a shareholder in the Company during some of the Company’s 2004
financial year, and thus will have indirectly contributed to the financial
results of MakTel in respect of MakTel’s 2004 financial year. Accordingly, the
Parties agree that, subject to the provisions of this section 9, the Seller is
entitled to receive a dividend from the Company, in


 


11





















 


respect of the Company’s 2005 financial year,
being an amount equal to 3.8% (three point eight per cent) of the aggregate
amount of any dividend, denominated in Macedonian Denars, which the
shareholders’ assembly of MakTel might approve be paid to its shareholders in
respect of MakTel’s 2004 financial year (the “Further
Entitlement”).


 


9.2           If (i) MakTel’s final audited accounts in
respect of its 2004 financial year indicate that profits are available for
distribution in respect of said year, and (ii) MakTel’s Board of Directors,
exercising its business judgment and taking into account MakTel’s dividend distribution
policy then in effect, the provisions of MakTel’s Statute and of the
shareholders agreement then in effect among MakTel’s shareholders, including
the Company, proposes that MakTel’s shareholders’ assembly declare as dividends
an amount of MakTel’s profits in respect of MakTel’s 2004 financial year, then,
provided no provisions of applicable law prohibit the Buyer from so doing, the
Buyer will procure, to the extent permitted by law, that the Company votes all
of the shares of MakTel then owned by the Company in favor of MakTel declaring
to its shareholders a dividend in respect of MakTel’s 2004 financial year, as proposed
by MakTel’s Board of Directors.


 


9.3           If as result of the Company’s receipt of its
pro rata entitlement to any dividend paid by MakTel to its shareholders in
respect of MakTel’s 2004 financial year, and subject to the Company’s financial
performance in its 2005 financial year, the Company’s final audited accounts in
respect of its 2005 financial year indicate that profits may be distributed in
respect of said year, and no provisions of applicable law prohibit the Buyer
from doing so, then the Buyer shall vote the shares of the Company then owned
by the Buyer in favor of the Company adopting a resolution: (i) declaring a
dividend in respect of its 2005 financial year, in an amount of Macedonian
Denars sufficient to give the Seller the benefit of the Further Entitlement;
and (ii) to the extent permitted by law, stating that only those entities which
were shareholders of the Company on the Relevant Date are entitled to receive,
pro rata to their shareholding in the Company on the Relevant Date, the
dividend declared in respect of the Company’s 2005 financial year. For the
avoidance of doubt, and despite any other wording in this Agreement, the Seller
will not be entitled to receive as the Further Entitlement any amount which
exceeds 3.8% (three point eight per cent) of any dividend, denominated in Macedonian
Denars, which the shareholders’ assembly of MakTel might have approved for payment
to its shareholders in respect of MakTel’s 2004 financial year.  The Further Entitlement shall be converted to
Euro at that rate of exchange in effect at that commercial bank in the FYR
Macedoniaat which the Company holds its account, applicable when of Macedonian
Denars are used to purchase Euro, on the date on which the Company pays the Further
Entitlement.


 


9.4           Nothing in this section shall require the
Buyer to declare an advance dividend in respect of the Company’s 2005 financial
year or to declare as dividend any amount which, based on the Seller’s pro rata
percentage ownership of the Shares on the Relevant Date, would result in the
Seller receiving or being entitled to receive more than that amount which is
equal to 3.8% (three point eight per cent) of the amount of any dividend,
denominated in Macedonian Denars, which the shareholders’ assembly of MakTel
approved for payment to its shareholders in respect of MakTel’s 2004 financial
year.


 


9.5           Any amount paid by the Buyer to the Seller in
excess of the Further Entitlement shall be held by the Seller on trust for the
Buyer and paid by the Seller to the Buyer by wire transfer in immediately available
funds within ten (10) Business Days of the Seller’s receipt of the Buyer’s
first demand therefor.


 


12





















 


9.6           To the extent that applicable laws, or their
interpretation from time to time by the relevant FYR Macedonia authorities or
state, judicial, administrative or similar organs or institutions, prohibit or
appear to prohibit the Buyer from adopting the resolution described in section
9.3 hereof, then the Seller shall co-operate in good faith with the Buyer and
the Company, and shall sign those documents and agreements, and apply or assist
in applying for any permits and permissions, required to implement another
mechanism, chosen by the Buyer acting in its reasonable discretion and in good
faith, through which the Further Entitlement can be paid to the Seller. The
Seller hereby waives any claims it may have against the Buyer and/or the
Company hereunder in respect of or in connection with the Company’s inability
to pay, and the Buyer’s inability to procure that the Company pay, the Further
Entitlement in that manner which is foreseen in section 9.3 hereof as a result
of changes in applicable laws, or of their interpretation from time to time by
the relevant FYR Macedonia authorities or state, judicial, administrative or
similar organs or institutions. If the Buyer, acting in its reasonable
discretion and in good faith, determines that the mechanism described in
section 9.3 hereof cannot be implemented without significant disadvantage to
the Buyer or the Company, then the Parties agree as follows: (i) the Buyer will
procure, to the extent permitted by law, that the Company declare a dividend,
including the Further Entitlement, only to those entities who are registered
shareholders of the Company when that dividend is declared: (ii) forthwith upon
receiving from the Company the Buyer’s pro rata share of that dividend, which
includes the Further Entitlement, the Buyer will wire transfer the amount of
the Further Entitlement to the Seller; and (iii) the Seller and the Buyer will
share equally the total amount of all demands, claims, actions, proceedings,
damages, payments, fines, penalties, losses, costs (for example and not by way
of limitation attorney’s fees auditor’s fees), expenses (including for example
and not by limitation, taxation of any nature whatsoever), disbursements or
other liabilities of any nature whatsoever incurred by the Buyer as a result of
or in connection with the fact that the Buyer made said payment to the Seller,
as determined by the Buyer’s auditor, whose determination shall be final and
binding on the Parties.


 


9.7           The Seller acknowledges and agrees that other
than the Further Entitlement, the Seller has or will have received via the
Company the dividends declared by MakTel in respect of financial years of
MakTel preceding MakTel’s 2004 financial year. Accordingly, other than the
Further Entitlement, the Seller has no, and shall not, and hereby waives the
right to, claim at any time, any right to receive payment from any of the
Buyer, the Company or MakTel in respect of any profits achieved and distributed
by MakTel as dividends in any financial year other than MakTel’s 2004 financial
year.


 


9.8           The Seller shall pay all corporate (whether
national, municipal or local) and similar taxes or charges due to be paid by it
in any country as a result of the Seller’s receipt of the Further Entitlement.


 


10           Relationship
with the Subscription and Shareholder’s Deed


 


The Parties acknowledge and agree that on and
as from the Settlement Date, the Deed shall be deemed to have been terminated
by them and to be without further force and effect, and accordingly, on and as
from the Settlement Date, neither Party shall have any rights or obligations
towards the other under or pursuant to the Deed, PROVIDED THAT those provisions
of the Deed which are expressly stated to survive or to continue to be binding
on the parties thereto following its termination (including, by way of example
only and not by


 


13





















 


way of limitation, clauses 16 and 24 of the
Deed) shall continue to be binding on the Parties notwithstanding any provision
of this Agreement.


 


11           Right
of Rescission; Waiver


 


11.1         Each Party hereby irrevocably waives all
rights it may have under or arising from applicable law that may (absent this
waiver) entitle it to rescind or unilaterally terminate this Agreement at any
time after the date hereof, PROVIDED HOWEVER that Buyer may do so by written
notice to the Seller, with immediate effect, if: (i) the conditions stated in
section 4 hereof are not satisfied, or, in the Buyer’s sole discretion, waived
by the Buyer, in which case the Buyer shall also have the right to bring a
claim under section 7.1 hereof against the Seller for any failure by the Seller
to satisfy the provisions of section 4 hereof; (ii) the Settlement Date is not
agreed, within six (6) calendar months after the date of this Agreement, in
which case the Buyer shall also have the right to bring a claim under section
7.1 hereof against the Seller for any failure by the Seller to satisfy the
provisions of section 4 hereof; or (iii) if the sale to the Buyer of all of the
Sale Shares is not effectuated on the Settlement Date, in which case (A) the
Buyer shall return to the Seller those Sale Shares which were purported to have
been sold to the Buyer on the Settlement Date, (B) the Seller shall return the
Price to the Buyer, (C) each Party shall cause the Agent to comply with this
provision and to act so as to give effect to the rescission of this Agreement, and
(D) any such rescission by the Buyer will not limit or affect any other rights
which the Buyer may have under applicable law as a result of the Seller’s
failure to sell all of the Sale Shares to the Buyer on the Settlement Date.


 


11.2         If the Buyer acts in accordance with this
section 11, the Parties agree that: (i) the provisions of section 5 hereof
shall be inapplicable and each Party shall independently bear all costs and
expenses incurred by it in connection with this Agreement; and (ii) the Buyer’s
covenants in sections 7, 8 and 9, and the provisions of section 10, hereof
shall not survive and shall automatically terminate and be without further
legal effect, on and as from the date on which the Buyer sends the Seller the
notice indicating that the Buyer is taking action pursuant to this section 11.


 


11.3         Neither Party may terminate this Agreement
after the Settlement Date.


 


11.4         Subject to section 11.1 hereof, the Seller
acknowledges that, the Buyer will have satisfied all of its obligations arising
out of this Agreement and will have satisfied all of those arising under the
Deed, by (i) paying the Price for the Sale Shares and (ii) causing the Company,
to the extent permitted by law, to pay the Seller’s Company Dividend
Entitlement and the Further Entitlement.  
Therefore, the Seller hereby irrevocably waives its right to enforce any
claim against the Buyer, the Company, and/or Telemacedonia and/or MakTel relating
to this Agreement, the Deed, and the respective Statut of each of the Company, Telemacedonia
and/or MakTel, including, without limitation the right to exercise the option under
the Deed to acquire additional shares of the Company from the Buyer, PROVIDED THAT
each of the Price, the Further Entitlement and the Seller’s Company Dividend Entitlement
are duly paid to the Seller in accordance with the provisions hereof.


 


11.5         Each Party declares to the others that it is
currently not aware of any circumstances that might result in it asserting a
claim against the other with respect to the Shares, the Telemacedonia Shares,
or any former shareholding of the Buyer or the Seller, as the case may be, in
either of the Company or Telemacedonia, or in respect of any matter arising
under the Deed or under the respective Statuts of the Company or of Telemacedonia.


 


14





















 


11.6         The failure or delay of any Party to enforce
or to exercise, at any time or for any period of time, any term of or any right
or remedy arising pursuant to or under this Agreement does not constitute, and
shall not be construed as, a waiver of such term or right or remedy and shall
in no way affect that Party’s right later to enforce or exercise it.


 


12           Miscellaneous
Provisions


 


12.1        Further Assurances


The Seller shall from time to time, on being
required to do so by the Buyer at any time, do or procure the doing of such
acts and/or execute or procure the execution of all documents in a form
satisfactory to the Buyer which the Buyer may reasonably consider necessary to
effect the transactions contemplated herein, provided always that such actions
shall be in accordance with applicable laws.


 


12.2        Prior approval of announcements;
Consultation


12.2.1      No disclosure or announcement relating to the
existence or subject matter of this Agreement shall be made or issued by or on
behalf of the Seller or the Buyer or any member of the Seller’s corporate group
or any member of the Buyer’s corporate group without the prior written approval
of the other Party (which approval may be subject to reasonable conditions but
shall otherwise not be unreasonably withheld or delayed), provided that these
restrictions shall not apply to any disclosure or announcement if required by
any law, applicable securities exchange, supervisory, regulatory or
governmental body.


 


12.2.2      The Party making the communication shall use
its reasonable endeavors to consult with the other Party in advance as to the
form, content and timing of the communication referred to in section 12.2.1
hereof.


 


12.3        Confidentiality


Each Party shall treat as strictly
confidential and will not disclose any information received or obtained by it
or its officers, employees, agents or advisers as a result of entering into or
performing this Agreement which relates to: (i) the provisions of this
Agreement, or any document or agreement entered into pursuant to this
Agreement; (ii) the negotiations leading up, or relating, to this Agreement; or
(iii) the other Party, or (iv) either of the Company, or Telemacedonia, or
their respective business or operations; PROVIDED THAT these restrictions shall
not apply to any disclosure of information if and to the extent the disclosure
is: (A) required by the law of any relevant jurisdiction; (B) required by any
applicable securities exchange, supervisory, regulatory or governmental body to
which the relevant Party is subject or submits, wherever situated, whether or
not the requirement for disclosure has the force of law; (C) made to the
relevant Party’s professional advisers, auditors or bankers or the professional
advisers, auditors or bankers of any other member of the relevant Party’s group
of companies; or (D) of information that has already come into the public
domain through no fault of the relevant Party or any other member of that Party’s
group of companies.


 


12.4        Counterparts


This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument


 


15





















 


12.5        Rights of third parties


Except as expressly provided in this
Agreement, the Parties do not intend any term of this Agreement to be
enforceable pursuant to the Contract (Rights of Third Parties) Act 1999. The
Parties may rescind, vary, amend or terminate this Agreement without the
consent of any third party intended beneficiary, notwithstanding that any such
third party has relied on, or indicated assent to, any terms of this Agreement.
The Parties intend that an Affiliate of a Party may bring a claim under this
Agreement pursuant to the Rights of Third Parties Act 1999 only with the
consent of the relevant Party, of which the Affiliate is an Affiliate.


 


12.6        Continuing Effect


Subject to section 11.1 hereof, each
provision of this Agreement shall continue in full force and effect after,
except to the extent that a provision has been fully performed on, the
Settlement Date and, for the avoidance of doubt, the following provisions shall
survive and continue to be binding on the Parties following the Settlement
Date: sections 5, 6, 7.1.3, 7.2.2, 7.3, 7.4, 7.5, 8, 9, 10, 11.3, 11.4, 11.5,
11.6, and 12.


 


12.7        Severability


If any term or other provision of this
Agreement is invalid, illegal or incapable of being enforced under the law
governing the interpretation of this Agreement, all other conditions and
provisions of this Agreement shall nevertheless remain in full force and effect
and the invalid, illegal or unenforceable term or provision of this Agreement
(so far as it is invalid, illegal or unenforceable) shall be severed from this
Agreement and deemed not to have been written. Any provision of this Agreement
held invalid, illegal or unenforceable only in part or degree will remain in
full force and effect to the extent not held invalid, illegal or unenforceable.
The Parties shall then use all reasonable efforts to replace the severed
provision by a valid, legal and enforceable provision the effect of which is as
close as possible to the intended effect of the severed provision.


 


12.8        Notices


12.8.1      Subject to sections 12.12.3 and 12.12.4
hereof, any notice, demand or other communication (“Notice”) to be given by any
Party under, or in connection with, this Agreement shall be in writing and
signed by or on behalf of the Party giving it. For the purposes of this
section, “writing” shall not include e-mails. Any Notice shall be served by sending
it by fax to the number, or delivering it by hand to the address set out in,
this section, and in each case marked for the attention, of the relevant party
set out in this section (or as otherwise notified from time to time in
accordance with the provisions of this section).


 


Any Notice so served by fax or hand shall be
deemed to have been duly given or made as follows: (i) if sent by fax, at the
time of transmission; or (ii) in the case of delivery by hand, when delivered;
PROVIDED THAT in each case where delivery by fax or by hand occurs after 5pm on
a Business Day or on a day which is not a Business Day, service shall be deemed
to occur at 9am on the next following Business Day. References to time in this
section are to local time in the country of the addressee.


 


12.8.2      The addresses and fax numbers of the Parties
for the purpose of this section are:


 


The
Buyer


	
  Address:

  	
   

  	
  1013 Budapest, Krisztina
  krt. 55., Hungary

  
	
  Fax:

  	
   

  	
  +36 1 458 7295

  
	
  For the attention of:

  	
   

  	
  Chief Legal Counsel

  



 


 


16





















 


The Seller


	
  Address:

  	
   

  	
  47 Ag. Konstantinou str.,
  Maroussi, Attica, Greece

  
	
  For the attention of:

  	
   

  	
  The Chief Executive
  Officer

  
	
  Fax:

  	
   

  	
  +30 210 9969888

  
	
  Copy to:

  	
   

  	
  The Chief Legal Officer

  
	
  Fax

  	
   

  	
  +30 210 7717007

  



 


12.8.3      A Party may notify the other of a change to
its name, relevant addressee, address or fax number for the purposes of this
section, provided that, such notice shall only be effective on: (i) the date
specified in the notification as the date on which the change is to take place;
or (ii) if no date is specified or the date specified is less than five
Business Days after the date on which notice is given, the date following five
Business Days after notice of any change has been given.


 


In proving service is shall be sufficient to
prove that the envelope containing such notice was properly addressed and
delivered to the address shown thereon or that the facsimile transmission was
made and a facsimile confirmation report was received, as the case may be.


 


12.9        Force Majeure


12.9.1      Force Majeure shall mean any event of
condition, not existing on the date of this Agreement, and not reasonably
within the control of either Party, which prevents in whole or in material part
the performance by one of the Parties of its obligations hereunder or which renders
the performance of such obligations so difficult or costly as to make such performance
commercially unreasonable. Without limiting the foregoing, the following shall constitute
events or conditions of Force Majeure: acts of State or a state administrative
or judicial or similar authorities or governmental actions, riots,
disturbances, wars, strikes, lockouts, prolonged shortages of energy supplies,
epidemics, fire flood, hurricane, typhoon, earthquake, lightning or explosion.
It is in particular expressly agreed that the suspension by the Macedonian
Stock Exchange of the conduct of block share transactions on said Exchange, or
any action of the Macedonian National Bank or any commercial bank in Macedonia prohibiting
the transfer of foreign currency into and/or out from Macedonia, or subjecting
said transfer to requirements other than those expressly stated in the relevant
legislation, shall constitute an event of Force Majeure hereunder.


 


12.9.2      Upon giving notice to the other Party, the
Party affected by an event of Force Majeure shall be released without any
liability on its part from the performance of any of its obligations under this
Agreement, but only to the extent and only for the period that its performance
of such obligation(s) is prevented by the event of Force Majeure. The notice of
the event of Force Majeure shall include a description of the nature of the
event of Force Majeure and its cause and possible consequences.  The Party claiming Force Majeure shall promptly
notify the other party of the termination of such event.


 


12.9.3      During the period that the performance by one
of the Parties of its obligations under this Agreement has been suspended by
reason of an event of Force Majeure, the other Party may likewise suspend the
performance of all or part of its obligations hereunder to the extent that such
suspension is commercially reasonable.


 


12.9.4      If the event of Force Majeure continues for
more than six (6) consecutive months, either Party may terminate this Agreement
without any liability to the other party, except for


 


17





















 


any breach by the terminating Party of the
provisions of this Agreement which may have occurred prior to the date on which
the notice of Force Majeure, referred to in section 12.9.1 hereof was sent.
Forthwith upon the ending of the event of Force Majeure, each Party shall
re-commence the performance of its obligations hereunder.


 


12.10      Entire Agreement; Amendments


12.10.1    This Agreement (together with any documents
referred to herein or executed contemporaneously by the Parties in connection
herewith) constitutes the whole agreement between the Parties and supersedes
any prior agreements, understandings or arrangements between them, whether oral
or in writing relating to the subject matter hereof.


 


12.10.3    No variation or amendment to this Agreement
shall be effective unless in writing signed by authorized representatives of
each of the Parties.


 


12.11      Remedies


Each Party acknowledges and agrees that if
either of them shall breach the warranties, representations, indemnities,
covenants, agreements, undertakings and obligations (for the purposes of this
clause referred to as the “Agreed Terms”) on each of their parts contained in
this Agreement or any other agreement entered into pursuant to this Agreement,
damages may not be an adequate remedy in which case the Agreed Terms shall be
enforceable by injunction, order for specific performance or such other
equitable relief as a court of competent jurisdiction may see fit.


 


12.12      Governing law and jurisdiction


12.12.1    This Agreement shall be governed by and
construed in accordance with English law.


 


12.12.2    The English courts shall have exclusive jurisdiction
to settle any dispute arising out of or in connection with this Agreement and
the Parties submit to the exclusive jurisdiction of the English courts.


 


12.12.3    The Buyer hereby appoints Baker &
McKenzie of 100 New Bridge Street, London EC4V 6JA, United Kingdom to be its
agent for service of any writ, summons, order, judgement or other notice of
legal process in England. The buyer agrees that any such legal process shall be
sufficiently served on it if delivered to such agent for service, whether or not
such agent gives notice thereof to the Buyer.


 


12.12.4    The Seller hereby appoint Mr. Ioannis
Alexopoulos of DLA LLP, 3, Noble Street, London EC2V 7EE, United Kingdom to be
its agent for service of any writ, summons, order, judgement or other notice of
legal process in England. The Seller agrees that any such legal process shall
be sufficiently served on it if delivered to such agent for service, whether or
not such agent gives notice thereof to the Seller.


 


12.13      Various


12.13.1    In this Agreement, unless the context
otherwise requires, words denoting the singular include the plural and vice
versa.


 


18





















 


12.13.2    In this Agreement, references to a specified
article, section, schedule or annex shall be construed as a reference to a
specified article, section, schedule or annex of this Agreement


 


12.13.3    The headings are inserted for convenience of
reference only and shall not affect the interpretation of this Agreement.


 


12.13.4    The following Annexes are an integral part of
this Agreement:


 


	
  Annex 1

  	
   

  	
  Form of notice of
  resignation from Board of Directors of the Company, of Telemacedonia, of
  MakTel and of MobiMak;

  
	
  Annex 2

  	
   

  	
  Form of document(s) to be
  entered into with the Agent for purposes of settling the sale of the Sale
  Shares

  
	
  Annex 3

  	
   

  	
  Form of corporate
  approvals required by the Seller.

  



 


The Parties have shown their acceptance of
the terms of this Agreement by causing it to be signed by their respective authorized representative, named
below.


 


 


MATÁV RT


 


 


	
  By:

  	
  /s/ Elek Straub

  	
   

  	
   

  	
  By:

  	
  /s/ András Balogh

  	
   

  
	
  Name: 

  	
  Mr Elek Straub

  	
   

  	
  Name: 

  	
  Mr András Balogh

  
	
  Title:

  	
  Chairman-Chief Executive Officer

  	
   

  	
  Title:

  	
  Chief Strategist

  
									



 


 


COSMOTELCO
TELECOMMUNICATION SERVICES SA


 


 


	
  By:

  	
  /s/ Dimitrios Contominas

  	
   

  	
   

  	
   

  
	
  Name: 

  	
  Mr Dimitrios Contominas

  	
   

  	
   

  
	
  Title:

  	
  Authorized Representative

  	
   

  	
   

  
						



 


 


ACKNOWLEDGED:
STONEBRIDGE AD


 


 


	
   

  	
   

  	
   

  	
   

  	
  [SEAL]

  	
   

  
	
  By:

  	
  /s/ Attila Szendrei

  	
   

  	
   

  	
  By:

  	
  /s/ Zoltan Trszai

  	
   

  
	
  Name: 

  	
  Mr Attila Szendrei

  	
   

  	
  Name: 

  	
  Mr Zoltan Trszai

  
	
  Title:

  	
  Executive Member of

  	
   

  	
  Title:

  	
  Non-Executive Member and 

  
	
  the Board of Directors and
  Chief 

  	
   

  	
  Chairman of the Board of
  Directors

  
	
  Executive Officer

  	
   

  	
   

  	
   

  
									



 


19





















 


ANNEX 1


 


FORM OF NOTICE OF RESIGNATION FROM BOARD OF DIRECTORS


 


20





















 


(TO BE
NOTARIZED)


 


	
   

  	
  To the

  
	
   

  	
  Shareholders Assembly of

  
	
   

  	
   

  
	
   

  	
  (the “Company”)

  



 


RESIGNATION


 


By
non-executive member of the Board of Directors


 


I, the undersigned,                                                     ,
non-executive member of the Board of Directors of the Company, on the basis of
article 364 para.1 of the Law on Trade Companies, give this irrevocable
resignation from by position of non-executive member of the Board of Directors
of the Company, effective from the date of submission of this resignation, in
compliance with article 364 para.3 of the Law on Trade Companies.


 


 


	
   

  	
  Non-executive
  member of the Board of Directors

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



 


21





















 


ANNEX 2


 


AGREEMENTS WITH THE AGENT


 


22





















 


AGREEMENT
NO.


 


On
banking and brokerage services for selling shares on the Macedonian Stock-


Exchange
(the “Agreement”)


 


Between:


 


1. Komercijalna banka AD Skopje


 


Kej Dimitar Vlahov 4


1000 Skopje,


State: Republic of Macedonia


represented by Jadranka Mrsik


Manager of


Liquidity and Financial Market Division


(hereinafter: “Bank”)


and


 


2. COSMOTELCO TELECOMMUNICATION SERVICES S.A.


 


47, Ag. Konstantinou str.


Maroussi, Attica, Greece


Registration number: 33363/O1AT/B/95/469/00


Represented by Mr Stavros Nikolaos Stavridis
Chairman of the Board of Directors

(Greek passport number A 429443) and Mr Michail Kefaloyannis,
Managing Director

(Greek passport number O127326),
having joint representation authority including in respect of operations with
securities, (hereinafter “Seller”)


 


Article 1


The Bank undertakes the
obligation to render brokerage service for selling shares pursuant to the
regulations of the Macedonian Stock-Exchange and according to the procedure for
trading of block transactions (hereinafter each a “Transaction”) on behalf of
the Seller, as follows:


 


	
  •

  	
  Shares issued by the company 

  	
  Stonebridge Communications AD

  
	
   

  	
  (hereinafter “Stonebridge”)

  	
   

  
	
  •

  	
  Type (ordinary or preference)

  	
  ordinary 

  
	
  •

  	
  Company’s logo

  	
  Stonebridge AD

  
	
  •

  	
  Quantity

  	
  5,078,557 (Five Million
  Seventy Eight 

  
	
   

  	
   

  	
  Thousand Five Hundred and
  Fifty Seven shares)

  
	
  •

  	
  Representing

  	
  7,4464% of Stonebridge
  shares 

  
	
  •

  	
  Share nominal value 

  	
  MKD 310.8- EUR 5.11 

  
	
  •

  	
  Share sale price 

  	
  MKD 379.49 

  
	
  •

  	
  In a total amount of

  	
  MKD 1,927,261,595.93

  
	
   

  	
   

  	
   

  
	
  And

  	
   

  
	
   

  	
   

  	
   

  
	
  •

  	
  Shares issued by the
  company

  	
  Telemacedonia AD (hereinafter

  
	
   

  	
   

  	
  “Telemacedonia”)

  
	
  •

  	
  Type (ordinary or
  preference)

  	
  Ordinary

  



 





















 


	
  •

  	
  Company’s logo

  	
  Telemacedonia AD

  
	
  •

  	
  Quantity

  	
  240 (Two Hundred and Forty
  shares)

  
	
  •

  	
  Representing

  	
  12% of Telemacedonia
  shares

  
	
  •

  	
  Share nominal value

  	
  MKD 310.8- EUR 5.11

  
	
  •

  	
  Share sale price

  	
  MKD 21,797.19

  
	
  •

  	
  In a total amount of

  	
  MKD 5,231,325.6

  



 


Article
2


The Bank shall be obliged to execute the Transaction according to the
Share Purchase Agreement entered into between the Seller and Magyar Tavkozlesi
Rt, a Hungarian company (the “Share Purchase Agreement” and “the Buyer”,
respectively), in accordance with the procedures for registration of block
transactions of the Macedonian Stock Exchange. The Bank shall act on behalf of
Seller with due care and diligence customary and expected in similar
transactions from broker entities. The Bank confirms and represents that it is
duly qualified to render in the Republic of Macedonia the brokerage services
described in this Agreement, that it has the requisite, skills and knowledge to
provide such services, and that it possesses all approvals and licenses
required for the services and transactions contemplated within this Agreement.


 


The Bank hereby confirms that all services provided under this
Agreement shall be provided pursuant to, and in accordance with, the laws and
regulations of the Republic of Macedonia.


 


Article
3


The Bank hereby guarantees to the Seller that if the exchange of MKD
into EUR is required during the Transaction, the exchange, rate of MKD 61.59 to
EUR 1 will apply.


 


Article 4


 


The Seller shall be obliged to submit to the Bank at least two days
before the scheduled date of the Transaction on Macedonian Stock Exchange the
following:


•      The Share Purchase Agreement;


•      Sale orders substantially in the form
provided by the Bank.


•      Authorization
for reservation and access into the account of the Seller in the Central
Securities Depositary and reservation of the shares to be traded in the Transactions,
substantially in the form provided by the Bank.


 


Upon
receiving the above documents, the Bank shall provide to Seller confirmation
that the Stonebridge and Telemacedonia shares referred to in Article 1 hereof
have been reserved for the purposes of the Transactions


 


Article
5


On the date of the Transaction, the Bank will transfer to the Seller’s
non-resident custodian account the amount set out in Article 1 above, less each
of the commissions listed below, which the Bank shall be responsible for paying
to the relevant entity/authority(ies):


•      (i) commission for brokerage services, of 0.0126%
on the amount of each of the Stonebridge and the Telemacedonia share
Transactions;


 


2





















 


•      (ii) commission for the Central Securities Depositary
of 0.125% of the amount of each of the Stonebridge and the Tetemacedonia share Transactions; and


•      (iii) a commission to the Macedonian Stock Exchange of MKD 200,000 on the Stonebridge share transaction plus
of MKD 20.417 on the Telemacedonia
share Transaction,


•      (iv) commission for the transfer by the Bank
of funds to a non-resident custodian account,
of 0.0317%; and


•      (v) commission for the transfer by the Bank
of EUR to the Seller’s account in a foreign bank, of 0.0972%,


 


the Transactions amounts being those stated
in the Share Purchase Agreement
and in Article 1 above.


 


Further the Bank shall provide to Seller an
extract from the book of shares maintained by the Central Securities
Depository, evidencing that the Buyer is registered as the owner of the
Stonebridge and the Telemacedonia shares involved in the Transactions.


 


Article
6


The Bank shall be obliged, immediately upon confirmation of the
execution of each Transaction, to inform the seller about the realization of
that Transaction in accordance with the Share Purchase Agreement.


 


Article
7


The seller may terminate this Agreement by a
written notice delivered to the Bank at least 5 business days before the
scheduled date of any Transactions.


 


Article 8


This agreement shall be governed by the laws and regulations, valid in
the territory of the Republic of Macedonia.


 


In case of dispute resulting from this Agreement, the competent court
shall be the Court of First Instance Skopje 1 in Skopje


 


Article 9


This Agreement has been executed in four originals of which two are for the Bank and two are for the
Seller.


 


	
  FOR THE
  BANK

  	
   

  	
  FOR THE
  SELLER

  
	
   

  	
   

  	
   

  
	
  [SEAL]

  	
   

  	
   

  
	
  Komercijalna banka AD
  Skopje

  	
   

  	
  Cosmotelco
  Telecommunication Services SA

  
	
   

  	
   

  	
   

  
	
  /s/ Jadranka Mrsik

  	
   

  	
   

  	
  /s/
  Stavros Nikolaos
  Stavridis

  	
   

  
	
  Jadranka Mrsik

  	
   

  	
  Mr Stavros Nikolaos
  Stavridis

  
	
  Manager of

  	
   

  	
  Chairman
  of the Board of Directors

  
	
  Liquidity and Financial
  Market Division

  	
   

  	
   

  
	
   

  	
   

  	
  /s/
  Michall Kefaloyannis

  	
   

  
	
   

  	
   

  	
  Mr. Michall Kefaloyannis 

  
	
   

  	
   

  	
  Managing Director

  
	
   

  	
   

  	
   

  
	
  Skopje, 

  	
  19-10-2004

  	
   

  	
   

  	
   

  
	
  Place and date of signing

  	
   

  	
  “COSMOTELCO”

  
	
   

  	
   

  	
  TELECOMMUNICATION
  SERVICES S.A.

  
	
   

  	
   

  	
  47. Ag- KONSTANTINOU 15124
  MAROUSSI

  
	
   

  	
   

  	
  ATHENS - GREECE

  
	
   

  	
   

  	
  TEL (+30-210)•

  
							



 


3A





















 


AGREEMENT
NO.


 


On banking and brokerage services for purchasing shares on the
Macedonian Stock-

Exchange (the “Agreement”)


 


Between:


 


1. Komercijalna banka AD Skopje


 


Kej Dimitar Vlahov 4


1000 Skopje,


State: Republic of Macedonia


represented by Jadranka Mrsik


Manager of


Liquidity and Financial Market Division


(hereinafter: Bank)


and


 


2. Matáv Rt.


 


Krisztina krt. 55


1013 Budapest


State: Hungary


Registration of the non-resident client with
a competent body: Metropolitan Court of


Budapest Acting as Court of Registration


Registration number 01-10-041928


Represented by Mr. Elek Straub, Chief
Executive Officer (Hungarian passport number: ZH 606543), and Mr Andras
Balogh, Chief Strategist (Hungarian passport number: ZF414538), having joint
representation authority including in respect of operations with securities, (hereinafter:
Purchaser)•


 


Article 1


The Bank undertakes the obligation to render brokerage service for
buying shares pursuant to the regulations of the Macedonian Stock-Exchange and
according to the procedure for trading of block transactions, ( hereinafter
each a “Transaction”), on behalf of the Purchaser, as follows:


 


	
  •

  	
  Shares issued by the company 

  	
  Stonebridge Communications AD (hereinafter “Stonebridge”)

  
	
  •

  	
  Type (ordinary or preference)

  	
  ordinary 

  
	
  •

  	
  Company’s logo

  	
  Stonebridge AD

  
	
  •

  	
  Quantity

  	
  5,078,557 (Five Million
  Seventy Eight 

  
	
   

  	
   

  	
  Thousand Five Hundred and
  Fifty Seven shares)

  
	
  •

  	
  Representing

  	
  7,4464% of Stonebridge
  shares 

  
	
  •

  	
  Share nominal value 

  	
  MKD 310.8- EUR 5.11 

  
	
  •

  	
  Share purchase price 

  	
  MKD 379.49 

  
	
  •

  	
  In a total amount of

  	
  MKD 1,927,261,595.93

  
	
   

  	
   

  	
   

  
	
  And

  	
   

  



 





















 


	
  •

  	
  Shares issued by the
  company

  	
  Telemacedonia AD (hereinafter

  
	
   

  	
   

  	
  “Telemacedonia”)

  
	
  •

  	
  Type (ordinary or
  preference)

  	
  ordinary

  
	
  •

  	
  Company’s logo

  	
  Telemacedonia AD

  
	
  •

  	
  Quantity

  	
  240 (Two Hundred and Forty
  shares)

  
	
  •

  	
  Representing

  	
  12% of Telemacedonia
  shares

  
	
  •

  	
  Share nominal value

  	
  MKD 310.8- EUR 5.11

  
	
  •

  	
  Share sale price

  	
  MKD 21,797.19

  
	
  •

  	
  In a total amount of

  	
  MKD 5,231,325.6

  



 


Article 2


The Bank shall be obliged to execute the Transaction according to the
Share Purchase Agreement entered into between the Purchaser and CosmoTelco Telecommunications
Services SA, a Greek company (the “Share Purchase Agreement”), in accordance
with the procedures for registration of block transactions of the Macedonian
Stock Exchange.  The Bank shall act on
behalf of Purchaser with due care and diligence customary and expected in
similar transactions from broker entities. The Bank confirms and represents
that it is duly qualified to render in the Republic of Macedonia the brokerage
services described in this Agreement, that it has the requisite, skills and
knowledge to provide such services, and that it possesses all approvals and
licenses required for the services and transactions contemplated within this
Agreement.


 


The Bank hereby confirms that all services provided under this
Agreement shall be provided pursuant to, and in accordance with, the laws and
regulations of the Republic of Macedonia.


 


Article 3


The Bank hereby guarantees to the Purchaser that if the exchange of EUR
into MKD is required during the Transaction, the exchange rate of EUR 1 to MKD 61.5
will apply.


 


Article
4


The Purchaser shall be obliged to submit to the Bank at least two days
before the scheduled date of the Transaction on Macedonian Stock Exchange the
following:


•      Additional documentation for the Purchaser’s
non-resident account at the Bank;


•      The Share Purchase Agreement;


•      Purchase orders substantially in the form
provided by the Bank.


 


Article 5


The Purchaser shall be obliged, one day before the registration of the
Transaction on Macedonian Stock Exchange, to make payment on its foreign
exchange non-resident account in the Bank of the amounts set out in Article 1
above, and the;


•      (i) bank fee of 0.0649% of the amount of the
funds transferred from the Purchaser’s non-resident account in the Bank to the
Bank’s brokerage account,


•      (ii) 
commission for brokerage services, of 0.0126% on the amount of each of the
Stonebridge and the Telemacedonia share transactions;


 


2





















 


•      (iii) commission for the Central Securities
Depositary of 0.125% of the amount of each of the Stonebridge and the
Telemacedonia share transactions; and


•      (iv) a commission to the Macedonian Stock
Exchange of MKD 200,000 on the Stonebridge share transaction plus MKD 20.417 on
the Telemacedonia share transaction,


 


the Transaction amounts being those stated in
the Share Purchase Agreement and in Article 1 above.


 


Article
6


The Bank shall be obliged, immediately upon confirmation of the
execution of each Transaction, to inform the Purchaser about the realization of
that Transaction in accordance with the Share Purchase Agreement by sending to
the Purchaser the relevant official notice of Central Securities Depository.


 


Article 7


The Purchaser is obliged, within 30 days after the date of execution of
the Transaction, to register the additionally acquired shares in Stonebridge
and in Telemacedonia respectively, at the Ministry of Economy of the Republic
of Macedonia.


 


Article 8


The Purchaser may terminate this Agreement, by a written notice
delivered to the Bank at least 5 business days before the scheduled date of any
Transactions.


 


Article 9


This Agreement shall be governed by the laws and regulations, valid in
the territory of the Republic of Macedonia.


 


In case of dispute resulting from this Agreement, the competent court shall
be the Court of First instance Skopje 1 in Skopje.


 


Article 10


This Agreement has been executed in four originals of which two are for
the Bank and two are for the Purchaser.


 


	
  FOR THE
  BANK

  	
   

  	
  FOR THE PURCHASER

  
	
  Komercijalna banka AD
  Skopje

  	
   

  	
  Matáv
  Rt

  
	
   

  	
   

  	
   

  
	
  /s/ Jadranka Mrsik

  	
   

  	
   

  	
  /s/ Elek Straub

  	
   

  
	
  Jadranka Mrsik

  	
   

  	
  Mr Elek Straub

  
	
  Manager of

  	
   

  	
  Chief
  Executive Officer

  
	
  Liquidity and Financial
  Market Division

  	
   

  	
   

  
	
   

  	
   

  	
  /s/
  Andras Balogh 

  	
   

  
	
   

  	
   

  	
  Mr Andras Balogh 

  
	
   

  	
   

  	
  Chief Strategist

  
	
   

  	
   

  	
   

  
	
  Skopje, 

  	
   

  	
   

  	
   

  	
   

  
	
  Place and date of signing

  	
   

  	
  [SEAL]

  
							



 


3





















 


ANNEX 3


 


FORM OF CORPORATE APPROVALS
REQUIRED BY THE SELLER


 


23





















 


MINUTES


 


OF THE 132nd MEETING OF THE BOARD
OF DIRECTORS OF “COSMOTELCO TELECOMMUNICATION SERVICES S.A.” 


 


AS OF     , 2004


 


In Maroussi, today, this         day
of       , 2004, 10:00 a.m., the Board of
Directors of the Company convened at a Meeting at the premises of the Company,
at 47, Ag. Konstantinou Street, upon invitation of its Chairman.


 


The Meeting was attended by Messrs (Stavros)
Nikolaos Stavridis, Chairman, Stavros Papapanagiotou, Vice- Chairman / B’
Managing Director, Michael Kefaloyannis, A’ Managing Director, Andreas Fiamegos
and Aikaterini Gana, Members.


 


A quorum being present, the BoD proceeded to
the discussion of the following issues of the agenda:


 


1.     SALE OF COMPANY’S SHAREHOLDING IN COMPANIES
OPERATING IN FYROM AND GRANTING OF AUTHORITY


 


The Chairman informed the BoD about the
contacts and discussions he and the A’ Managing Directors had and the
negotiations they conducted with a view to the Company transferring to MATAV
RT, a company established and operating in Budapest, Hungary (with which the
Company maintains a three-year long strategic cooperation through joint
participation to companies active in the telecommunications field in FYROM) its
shareholding in the two joint companies established and operating in FYROM, and
proposed to the BoD that the Company sells and transfers to MATAV RT its
5,078,557 shares in STONEBRIDGE AD and its 240 shares in TELEMACEDONIA AD
(hereinafter collectively referred to as “the Shares”) for a total
consideration of 31,400,000.00 Euros (hereinafter referred to as “the Price”),
and under the other terms and conditions contained in a relevant agreement in
English, the Final Draft Share Purchase Agreement dated 30 September 2004 of
which was submitted to the BoD. Following lengthy discussion, the BoD
unanimously resolved that the Company sells and transfers to MATAV RT the Shares,
representing the entirety of its stockholding in STONEBRIDGE AD and
TELEMACEDONIA AD for the Price under the other terms and conditions contained
in the Final Draft Share Purchase Agreement dated 30 September 2004, which the
BoD unanimously approved. Further, the BoD unanimously decided that the issue
be referred also to the General Assembly for consideration due to the
importance thereof, instructing its Chairman, Mr. S.N. Stavridis, to bring the
issue before the General Assembly, and, upon condition that the contemplated
transaction is approved by the General Assembly, unanimously authorized either Mr Dimitrios Contominas acting
singly or the Chairman of the BoD
and the A’ Managing Director, Messrs S.N. Stavridis and M. Kefaloyannis, acting
jointly,  in the name and on behalf of
the Company, to execute the Share Purchase Agreement under the terms contained
in the Final Draft approved and any other they may deem fit, as well as any
document relevant thereto or required for the completion of the transfer of the
Shares and to proceed to any other necessary or advisable action for purposes
of implementing this mandate.


 


2                        


 


24





















 


In the absence of any other issue, the
Meeting was brought to an end.


 


 


	
  THE CHAIRMAN

  	
   

  	
  THE MEMBERS

  
	
   

  	
   

  	
   

  
	
  THE VICE CHAIRMAN

  	
   

  	
  A. FIAMEGOS

  
	
   

  	
   

  	
   

  
	
  THE MANAGING DIRECTOR

  	
   

  	
  A. GANA

  



 


25





















 


MINUTES


 


Of the Extraordinary self-convoked General Assembly of the Shareholders
of the Company «COSMOTELCO TELECOMMUNICATION
SERVICES S.A.»


held on the        2004


 


In Maroussi, this      ,      day
of       2004, at 15:00. the shareholders of
the Company met in Extraordinary Self- Convoked General Assembly at the Company
Headquarters, located at 47 Ag. Konstantinou str. for purposes of deciding on
the following item of the agenda:


 


SALE OF SHAREHOLDING OF THE
COMPANY IN COMPANIES ESTABLISHED IN FYROM


 


There were present the shareholders as shown in the following table for
their respective shares


 


	
  TABLE OF SHAREHOLDERS

  	
   

  	
  REPRESENTATIVE

  	
   

  	
  NO OF SHARES

  	
   

  	
  NO OF VOTES

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1. INTERTECH S.A.

  	
   

  	
  Lawrence

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  INTERNATIONAL TECHNOLOGIES

  	
   

  	
  Alvertis

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  24, Aphroditis & Rizountos Street

  Hellinikon

  	
   

  	
  61 Vas. Sofias Ave. 

  Athens

  	
   

  	
  18.318

  	
   

  	
  18.318

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2. DEMCO INVESTMENT &

  	
   

  	
  Anthonios

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  COMMERCIAL S.A.

  	
   

  	
  Karalis

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  24B Papadiamandopoulou Str.

  	
   

  	
  27, Orfeos Street

  	
   

  	
  334.254

  	
   

  	
  334.254

  	
   

  
	
  Athens-

  	
   

  	
  Kantza

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3. MARTSVILLE

  	
   

  	
  Charalambos

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  INVESTMENTS LTD

  	
   

  	
  Vatikiotis

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  28, Irish Town, Gibraltar

  	
   

  	
  52, Ventouri Street

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Holargos

  	
   

  	
  6.528

  	
   

  	
  6.528

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4. Dimitrios Contominas

  61, Vas. Sofias Ave. Athens

  	
   

  	
  Aikaterini Gana

  1, Theotocopoulou Street,

  Holargos

  	
   

  	
  903.600

  	
   

  	
  903.600 

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   TOTAL

  	
   

  	
   

  	
   

  	
  1.262.700

  	
   

  	
  1.262.700

  	
   

  



 


The shareholders present signed the respective column of the above
list, whereupon it results that this General Assembly is attended by
shareholders representing 1.262.700 shares, i.e. the total share capital.


 


Pursuant to the Articles of Association the Chairman of the Board of
Directors acts as temporary President of the General Assembly is the Chairman
of the Board of Directors, Mr. S.N. Stavridis and as Secretary is appointed by
him Ms Aikaterini Gana.


 


First after a motion moved by the temporary President of the Assembly
and after the examination of the already deposited titles of shares, the
General Assembly ratified unanimously the shareholder’s table as it is with no
objection by anyone.


 


Further, pending the election of the final President and Secretary of
the General Assembly, Mr. President invited the shareholders to vote. After an
election with nominal calls, Messrs.S. N. Stavridis and A. Gana are elected,
the former as President and the latter as Secretary. The elected persons
accepted their election and assumed their tasks immediately.


 


Thereupon the Assembly proceeded to the sole issue of the agenda.


 


26





















 


The President informed the Assembly that the Board of Directors of the
Company in its 132nd Meeting held earlier today, unanimously adopted
the resolution that the Company transfers to Matav RT, a company established in
Budapest, Hungary (with which the Company maintains during the last three years
strategic cooperation through joint participation to companies active in the
telecommunications field established in FYROM) its shareholding in the two
joint companies established and operating in FYROM, i.e. 5,078,557 shares in
STONEBRIDGE AD and 240 shares in TELEMACEDONIA AD (hereinafter collectively
referred to as “the Shares”), for a total consideration of 31,400,000.00 Euros
(hereinafter referred to as “the Price”) and subject to the terms and
conditions provided for in a share purchase agreement, the Final Draft dated 30
September 2004 and set up in the English language of which was approved by the
BoD. The same Final Draft of Share Purchase Agreement was submitted by the
President, upon motion of the BoD, to the General Assembly, in view of the
importance of the issue, with the proposal that the said Share Purchase Agreement
be approved by the General Assembly. The General Assembly, having studied the
Final Draft of Share Purchase Agreement submitted to it and following
discussion, unanimously approved the above resolution taken by the BoD as well
as the Final Draft of Share Purchase Agreement dated 30 September 2004 for the
sale and transfer of the Shares to Matav RT in consideration of the the Price.


 


In the absence of any other issue, the Meeting was brought to an end.


 


	
  THE PRESIDENT

  	
   

  	
  THE
  VICE-PRESIDENT

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  S.N. STAVRIDIS

  	
   

  	
  A.
  GANA

  



 


27