Anexo IV: Historia clínica y valoración basal

Not applicable.

10.B Our Articles of Incorporation

We operate as a société anonyme under Greek Law 2190/1920 as in effect, the Greek Companies Law, and we are registered with the Greek Register of Sociétés Anonymes under registration number 347/06/B/86/10. Our corporate seat is in the Municipality of Amaroussion, Greece. According to our Articles, our company purposes, among others, include:

• the establishment, management and operation of telecommunications infrastructure;

• the development and provision of telecommunications services, including satellite telecommunications services;

• the production, ownership, use and exploitation of telecommunications equipment and other assets;

• the development and use of new services based on technological advances in the areas of telecommunications, information technology, multimedia, internet, or other services we can provide through our own networks or through networks we may be granted access to;

• the provision of television and radio services; and

• the generation and supply of energy, including electricity generated from renewable sources.

Our Board of Directors held on May 26, 2011 resolved to recommend to our annual general assembly of shareholders to be held on June 23, 2011, certain amendments to our Articles of Incorporation, including matters relating to the election, composition and term of the Board of Directors (Article 9), the convocation and agenda of the company’s general assembly of shareholders (Article 17), the submission of documents for participation in the company’s general assembly (Article 18), the ordinary quorum and majority at the company’s general assembly of shareholders (Article 19), the extra-ordinary quorum and majority at the company’s general assembly of shareholders (Article 20), minorities’ rights (Article 24) and the distribution of profits (Article 28).

Our extraordinary general assembly of shareholders of February 6, 2009 approved certain amendments to our Articles of Incorporation, in order to adapt it to the Shareholders’ Agreement, including matters relating to the description of authorities granted to third parties by the Board of Directors (Article 8), the election, composition and term of the Board of Directors (Article 9), the frequency and procedure of Board of Directors’

meetings (Article 10), and the powers of the Managing Director (Article 12). Article 8 paragraph 3c, as currently in force, provides that if the offices of the Chairman of our Board of Directors and our Managing Director are held by different persons, the Board of Directors, pursuant to a specific decision may establish a four-member Executive Committee. See “7.A Major Shareholders and Related Party Transactions — Major Shareholders — Agreements between the Greek State and Deutsche Telekom.”

Further, our ordinary general assembly of shareholders of June 28, 2010 approved amendments to our Articles of Incorporation expanding our object to include provision of television and radio services as well as energy generation and supply.

Board of Directors

In accordance with our Articles of Incorporation, it is prohibited for the members of our Board of Directors, as well as the Managing Director and any of our employees, to undertake or participate for their own account or for the account of third parties in any commercial activities similar to those included in our company purposes, or to act as directors of, be partners of, hold a substantial interest in the share capital of, or be employed by, companies whose corporate purposes are similar to ours. This prohibition may be waived under certain circumstances as provided in our Articles of Incorporation.

In addition, in accordance with our Articles of Incorporation and Greek Companies Law, our general assembly of shareholders has the power to set directors’ compensation. Loans or any form of credit provided by us to any member of our Board of Directors, or any form of guarantee granted by us in their favor, are prohibited and are absolutely void, with certain exceptions.

Dividend Rights

Dividends may only be paid out of profits after the annual financial statements are approved by the general assembly. Before the payment of dividends, we are required to allocate at least 5.0% of such net profits to the formation of a legal reserve until this reserve equals at least one-third of our share capital. The ordinary reserve is distributable to shareholders only upon our liquidation and after satisfaction of all prior claims. According to our Articles of Incorporation and the Greek Companies Law, we are required to pay a minimum annual dividend equal to 35.0% of our net profits for the previous financial year. All of these amounts are currently based on IFRS financial statements. The distribution of the remainder of the net profits as well as any retained earnings from prior periods may be decided by the general assembly of shareholders with a quorum of holders of one-fifth of the outstanding shares and the affirmative vote of the absolute majority of the holders of the shares present or represented at this general meeting. If this quorum is not satisfied, there are no quorum requirements at the adjourned general meeting.

However, except in the case of a decrease in share capital, no distribution may be made to shareholders if the shareholders’ equity would become, as a result of the distribution, less than the amount of the share capital plus reserves that are non-distributable under law.

The amount approved for distribution as dividend is required to be paid to shareholders within two months of the shareholders’ resolution approving our annual financial statements and declaring such dividend. Dividends not claimed by shareholders within five years are forfeited to the Greek State.

Voting Rights

All of our issued shares bear voting rights, in direct proportion to the number of shares held by each shareholder. As of 2006, following the adoption of Law 3522/2006, the Greek State’s equity interest in our voting securities may now be lower than one-third of our share capital.

General Assembly of Shareholders.

The annual general assembly is required to be held each year, within six months from the end of our financial year, in order to approve our annual statutory financial statements in accordance with IFRS as adopted by the European Union and to discharge Board members and auditors from liability in respect of their tenure of office during such year. Extraordinary general assemblies may be convened by the Board when it considers that a meeting is necessary, or pursuant to the request of the holders of 5.0% or more of our paid-in share capital. In addition, the auditors are entitled to request the Chairman to convene an extraordinary general assembly within ten days of the notice of such request. Greek law requires that a notice of a general assembly be published in the Government Gazette Issue of Sociétés Anonymes and Limited Liability Companies, in a daily newspaper published in Athens and circulated nationwide, a daily financial newspaper and a local newspaper and also be posted on our website and publicized on national and European press and electronic mass media at least 20 days before the date set for the assembly or 10 days before such date in the case of an adjourned assembly. Such notice must include the agenda, place, date and time for the general assembly, as well as some other information required by Law 2190/1920 as now in force. No notice is required if all shareholders are present or represented at the general assembly and no shareholder objects to the assembly taking place and to the adoption of resolutions at such assembly. No further notice is required for an adjourned general assembly if the initial notice refers to the place and time for such adjourned meeting.

Any shareholder listed in the dematerialized securities system files, managed by the Hellenic Exchanges S.A., where our Company’s shares are kept, is entitled to participate in the general assembly. Shareholder capacity is evidenced either by submission to our Company of written certificate by the Hellenic Exchanges S.A.

or directly by electronic connection of our Company with the Hellenic Exchanges S.A. files. Shareholder capacity must be in force on the fifth day prior to the general assembly and the relevant written certificate or electronic certification on the shareholder capacity must reach our Company the latest on the third day before the general assembly. Shareholders entitled to participate in the general assembly may be represented by a legally authorized person. Unless otherwise specified by applicable law or in the Articles, the presence in person or by proxy of shareholders holding not less than 20.0% of the paid-in share capital is necessary for a quorum. If a quorum is not present at any general assembly, such general assembly is adjourned. There is no quorum requirement when an ordinary general assembly is reconvened, but only items which were on the agenda of the adjourned general assembly may be discussed and voted upon. Unless otherwise specified by applicable law or in the Articles, the voting majority required for a resolution proposed at a general assembly is the absolute majority of the shares represented at such general assembly. Shareholders present but abstaining from voting are considered present or represented for purposes of determining the requisite quorum and majority.

Our Articles of Incorporation provide that minority shareholders’ rights are as set out in the Greek Companies Law (Law 2190/1920). Key minority shareholders’ rights include the following:

Any shareholder has the right to request from the Board particular information to the extent necessary to assess items on the agenda of the general assembly; the Board may refuse to give such information by providing a material reason for such refusal.

Shareholders holding at least 5.0% of the paid-in share capital have the right:

• to request the Board to convene an extraordinary general assembly;

• to request that the Board include additional items on the agenda, if such request is made at least 15 days prior to the date set for the general assembly;

• to postpone only once the adoption of a resolution by the ordinary or extraordinary general assembly for all or certain items on the agenda;

• to request that the Board, during an ordinary general assembly, provide information concerning any amounts paid within the last two years to our Directors or executive officers, as well as details of any financial benefit to these persons derived from any cause or contract between the company and these

persons; the Board may refuse to give such information by providing a material reason for such refusal.

Disputes over the Board’s grounds to refusing such information may be adjudicated by the competent court according to injunctive relief proceedings;

• to request that the decision on any subject of the agenda of the general assembly is taken by roll-call vote; and

• to request that a competent court review our operations when it is believed that applicable laws, our Articles of Incorporation or resolutions of the general assembly are being violated.

Shareholders holding at least 20.0% of the paid-in share capital have the right:

• to request that competent court review our operations, when it is believed that our affairs are not properly managed; and

• to request from the Board particular information on our operations and financial condition. Disputes over the Board’s grounds to refuse such information may be adjudicated by the competent court according to injunctive relief proceedings.

Our Articles of Incorporation enumerated these rights of our company’s shareholders, granted under Law 2190/1920. However, our extraordinary general assembly held on April 7, 2009 amended the relevant sections of our Articles of Incorporation in accordance with the provisions of Law 3604/2007 (which amended Law 2190/1920 in certain respects), allowing Greek companies to omit from their Articles of Incorporation, those provisions expressed in Law 2190/1920 (such as minority rights).

Our Articles of Incorporation may be amended by a resolution of our general assembly.

Changes in Share Capital and Pre-emptive Rights

Our share capital may generally be increased pursuant to a resolution by the shareholders at a general assembly at which a quorum of holders of two-thirds of our share capital is present. If such a quorum is not achieved, the quorum requirement is reduced to half and then to one-fifth at the second and third adjourned assemblies, respectively.

In addition, our Articles grant authority to the Board to approve, an increase in our authorized share capital, by a two-thirds majority, or within a five-year period following an authorizing resolution of the general assembly. The amount of such an increase cannot exceed our initial paid-in share capital at our incorporation or our paid-in share capital as of the date of the general assembly’s authorizing resolution. However, if our capital reserves exceed one quarter of our paid-in share capital, then a capital increase will always require a resolution by our general assembly with an extraordinary quorum of two-thirds of the paid-in share capital. If such quorum is not achieved, the quorum requirement is reduced to one-half, and then to one-fifth, at the second and third adjourned assemblies, respectively, with the requisite voting majority being two thirds of the shares present at each such general assembly. See “— General Assembly of Shareholders”.

All share capital increases in cash, must first be offered to existing shareholders pro rata to their existing shareholdings, unless the pre-emptive rights of these shareholders have been waived. Pre-emptive rights may only be waived by a decision of holders of two thirds of the paid-in share capital present at a general assembly at which a quorum of two-thirds, which is reduced to one-half and one-fifth at the second and third adjourned assemblies, respectively, of the outstanding share capital is present. Pre-emptive rights for newly offered shares are transferable during the subscription period for the related offering and may be quoted on the Athens Exchange.

A resolution of the shareholders at a general assembly is also required for the reduction of our share capital.

This resolution requires the approval of holders of two-thirds of the shares present or represented at a general assembly at which holders of two-thirds of the paid-in share capital are present or represented. This quorum requirement is reduced to one-half and one-fifth at the second and third adjourned assemblies, respectively.

Since 2002, the nominal value of our shares has been denominated in Euro and has been set at Euro 2.39.

Rights on Liquidation

A liquidation procedure involves our dissolution after expiry of our initial company term of one hundred years from December 27, 1996, or pursuant to a resolution of our general assembly taken by a quorum of at least two-thirds of our paid-in share capital present or represented at the meeting and a majority of holders of two-thirds of the shares present or represented at the general assembly, or in case of insolvency, or pursuant to a court order. In any case, the general assembly is competent to designate the liquidators. During the liquidation procedure, the general assembly continues to be entitled to all its rights under applicable law and the Articles of Incorporation.

If we are liquidated, assets remaining after payment of our debts, liquidation expenses and all of our remaining obligations will be distributed first to repay in full the nominal value of our share capital, and the surplus, if any, will be distributed pro rata among our shareholders in proportion to the nominal value of their interests in our share capital.

Form and Transfer of Shares

Dematerialization of our shares has been completed.

Settlement of Athens Exchange transactions on dematerialized shares takes place by means of book-entry transfers through each beneficial shareholder’s custodian. The settlement of transactions on dematerialized securities takes place through the facilities of the Hellenic Exchanges S.A. In respect of these securities, no certificates are issued, as they are registered with the Dematerialized Securities System, which is managed by the Hellenic Exchanges S.A., in book-entry form, as “electronic securities”, held for the respective holders by way of respective accounts.

The obligation to deliver the securities upon disposal and the claim to receive the securities upon purchase are satisfied by means of registrations in the respective accounts of the securities transferred, through either the member of the stock exchange that effects the transaction for the account holder of the account of the securities or through a bank acting as a custodian.

Upon request by the holder of the account, Hellenic Exchanges S.A issues certificates in respect of the securities registered in its accounts. It also issues certificates for the participation of the holder of the account in general meetings of shareholders of the respective companies. Under Law 3556/2007, which implemented Directive 2004/109/EC, when as a result of a transfer of shares listed on the Athens Exchange, such as our shares, a person acquires or disposes of shares in a company resulting in his or her interest in the voting rights of the company reaching, exceeding or falling below 5%, 10%, 15%, 20%, 25%, 1/3, 50% or 2/3, or upon any acquisition or disposal of voting shares of more than 3% by a person holding more than 10% of a company’s voting shares, this person is required to notify both the company and the HCMC of his or her resulting holdings in the share capital and the voting rights of the company within the next three days following this acquisition or disposal. In addition, under Decision No. 3/347/12.7.2005 of the HCMC, which implemented Directive 2004/72/EC, all transactions related to shares admitted to trading on a regulated market, or to derivatives or other financial instruments linked to them, conducted for the account of a person discharging managerial responsibilities for the issuer are notified to the issuer and the HCMC. Failure to make such notifications may result in the imposition of a fine of up to Euro 1,000,000.

Trading by companies in their own shares

Pursuant to Article 16 of Law 2190/1920, and under limited circumstances, companies such as us and our subsidiaries may acquire and hold their own shares. A resolution to repurchase our own shares is made by the general assembly and requires a quorum of shareholders and simple majority of votes. Such resolution of the

general assembly sets out the terms and conditions for the acquisition of the shares and, more particularly, the maximum number of shares that can be acquired and the duration of the acquisition period, which cannot exceed twenty-four months. All voting rights attached to shares that the company or any third party holds in its own name on behalf of the company may not be exercised, and are not taken into account for purposes of determining the existence of a quorum.

Furthermore, under Article 15 of Law 3556/2007, when an issuer of shares admitted to trading on a regulated market acquires or disposes of its own shares, either directly or indirectly, the issuer must publicly disclose the transaction in its own shares if its holdings reach, exceed or fall below the thresholds of 5% or 10%

of the voting rights in the issuer. The proportion shall be calculated on the basis of the total number of shares to which voting rights are attached. Such notification must be made as soon as possible, but in any case not later

of the voting rights in the issuer. The proportion shall be calculated on the basis of the total number of shares to which voting rights are attached. Such notification must be made as soon as possible, but in any case not later