METLEN ENERGY & METALS S.A.
Announcement
MYTILINEOS GROUP S.A. announces that the Board of Directors, further to its relevant decision of 20.12.2006, finalized the way and conditions according to which the Group''s renewable energy subsidiaries shall be incorporated to "DELTA MECHANICAL EQUIPMENT AND INTEGRATED PROJECTS S.A." (DELTA PROJECT S.A), thus making DELTA PROJECT S.A. the Group''s investing branch in the renewable energy sector. In the context of realizing the above decision, MYTLINEOS GROUP S.A. tranfered to MYTILINEOS RENEWABLE ENERGY SOURCES S.A. (MRES) - a 100% subsidiary - the following: a) its 80% stake in "MYTILINEOS WIND POWER S.A.", b) its stake in the renewable energy project companies (subsidiaries of MYTILINEOS WIND POWER S.A. by 99%) which amounts to 1% of each company''s share capital c) its 99% stake in "HELLENIC PHOTOVOLTAIC COMPANY S.A." and "NORTH AEGEAN RENEWABLE SOURCES S.A.", d) its 100% stake in "SPIDER ΕΝΕRGY COMPANY S.A.". After that, MRES shall be incorporated to DELTA PROJECT S.A. through a merger, according to the provisions of articles 69 and after of law 2190/1920, and articles 1 to 5 of 2166/1993, and according to merchant law in general. In order to realize the Company''s decision for an independent role of DELTA PROJECT S.A. in the renewable energy sector, a secession of the (i) construction of mechanical equipment, machines, and metal constructions, and (ii) integrated industrial and energy project construction sectors from DELTA PROJECT S.A. and their incorporation to the 100% non-stock market subsidiary of DELTA PROJECT S.A. "WESTERN GREECE TECHNICAL ENERGY DEVELOPMENT S.A." (WGTED) according to the provisions of article 4 of law 2166/ 1993, of 2190/1920, and all other relevant laws was also decided. The seceded sector of integrated industrial and energy project construction represents a percentage of more than 30% of the turnover of DELTA PROJECT S.A. according to last fiscal year. The Board of Directors of MRES, DELTA PROJECT, and WGTED decided on 29.12.2006 to commence both the merging procedure of MRES by DELTA PROJECT S.A. and the secession of the above sectors of DELTA PROJECT and their integration to WGTED with a balance sheet transformation date 31.12.2006, as well as to appoint sworn auditors which will assess the accounting value of MRES and the property of the seceded sectors, and independent financial institutions for the assessment of the property of the transormed companies. The Company, after receiving the required approval from the relevant monitoring authorities, shall distribute an informative bulletin to the investors according to the provisions of the law.