METLEN ENERGY & METALS S.A.

ANNOUNCEMENT

ANNOUNCEMENT

MYTILINEOS HOLDINGS S.A.
S.A. Register No. (ARMAE) : 23103/06/Β/90/26

 

MYTILINEOS HOLDINGS S.A. (hereinafter the “Company”) announces that its Board of Directors, in its Meeting of 27.06.2014, approved the Draft Agreement for the Merger by Absorption of the Company's wholly-owned subsidiary under the business name “THORIKI – PRODUCTION AND TRADE OF METALS INDUSTRIAL S.A.” (hereinafter “THORIKI”) with the Company.  Given that the Company is in possession of the entirety of the shares of THORIKI, a resolution of the General Meetings of the shareholders of the two companies is not required, by way of derogation from article 72 of Codified Law (C.L.) 21908/1920, provided that the companies being merged apply the provisions of article 78 par. 2 of C.L. 2190/1920, i.e.: (a) With regard to the Draft Merger Agreement, each one of the two companies being merged shall proceed to the publicity formalities provided for by article 69 of C.L. 2190/1920, at least one month prior to the commencement of the effects of the act of the merger, and (b)all the shareholders of the Company are entitled, at least one month prior to the commencement of the effects of the act of the merger, to consult at the registered offices of THORIKI and of the Company, respectively, the following documents: (i) The Draft Merger Agreement; (ii) the annual financial statements and the Board of Directors' reports of the companies being merged for the previous three accounting periods; (iii) one accounting statement (provisional balance sheet) of the companies being merged, drawn up at a date which cannot precede the date of the Draft Merger Agreement by more than three months, provided that the financial statements of the last accounting period bear a date more than six months away from the date of the Draft Merger Agreement.