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On the agenda of PALTEL's extraordinary general assembly: certain amendments on some articles in the company's act

2009-05-25

1. Amendment to article 61 of the rules of company"s act to read as follows:
61 a) in the event of interest to any member of the board of directors in any matter presented to the board, this issue will be discussed in a meeting or several special meetings of the board, where are the entitled of interest member is not allowed of the following:
*Attend or participate in the meeting and / or special meetings to discuss the matter.
*Attain and / or access to any information or advice provided by the company or the company attained regarding the subject.
*Vote on a resolution on the subject, or estimate his vote at any meeting and / or meetings related to the subject.
  61 b) to the purpose of applying the item (a), the interest refers to any interest, directly or indirectly, financial or commercial in any contract, association, obligation, claim or any other existing or potential do, what is taking place between the member or any of his companies or the shareholder who elected him for membership of the board of directors or companies related to this shareholder on one hand and between the Company or one of its subsidiaries on the other.
61 c) The Chairman and members of the board are not allowed to participate in the management of a similar or competitive company or to do a competitor work.

2. Amendment to article 93 of company"s act to read as follows:
93 " the first session for the general meeting is not considered unless attended by a quorum of shareholders representing more than half of the company"s shares taking into account any special provisions mentioned in this system".
3. Amendment to Article (100) of the Rules of Procedure to read as follows:
Article 100:
A. In the extraordinary general assembly, the decisions are issued by the majority of shareholders representing at least two thirds of the shares represented at the Meeting and each share for one vote, and must make decisions of a majority of %75of the total shares represented at the meeting in the following circumstances:
1. The removal of the Chairman or one of its members.

2. Relocating the company abroad and must be accompanied with the consent of the competent authorities.
B. Contrary to what is stated in paragraph (a) above, it is required in the extraordinary general meeting to discuss the matters set out below; a quorum of attended shareholders of more than %75 of the shares and the resolutions issued by %75 of the shares of the company:
1. Amend or change the name of the company.
2. Amend the memorandum of association and / or its act.
3. Increase or reduce the capital of the company.
4. The integration of the company in any other company.

5. The liquidation and dissolution of the company or any of its affiliates.
6. The removal of legal auditor of the company and appointing an alternative. 
C. The topics contained in paragraphs (a, b) of this article may not be discussed unless expressly stated with the entire text in the invitation extended to attend the extraordinary general assembly.

D. If the agenda of the extraordinary assembly contained the amendment of the memorandum of association or company"s act, the proposed adjustments must be must be attached to the invitation so the shareholders in order can study before the meeting