Briefing on the Α΄ Repeat Extraordinary General Shareholders Meeting resolutions on September, 3rd 2007
It is announced that the A Repeat Extraordinary General Shareholders Meeting of ALUMINIUM OF GREECE INDUSTRIAL AND COMMERCIAL S.A (VEAE) which took place on September 3rd, 2007, at 13.00, at the company's headquarters in Maroussi, Attica, in "Ilios" hall (5th floor) of "Kapsis" Conference Centre, at 10, Parnonos Stree, and in which were present in person and legally represented 79 shareholders, representing 22.780.461 shares, namely 58,45% of the Company"s paid share capital, decided the merger by absorption on behalf of "MYTILINEOS HOLDINGS S.A" jointly and in parallel with "DELTA MECHANICAL EQUIPMENT AND INTEGRATED PROJECTS INDUSTRIAL AND COMMERCIAL TECHNICAL COMPANY SA", pursuant to the codified law provisions 2190/1920 and law. 2166/1993 and in general according to the commercial law and what is particularly stipulated in the Merger Contract Draft dated 18.6.2007. In particular, during the Meeting, resolutions on the items of the agenda were discussed and taken by a legitimate voting as follows:
1. On the fist item, by a majority of 22.461.332 of the shareholders present, the Merger Contract Draft and Act by absorption on behalf of "MYTILINEOS HOLDINGS S.A" jointly and in parallel with the Company and "DELTA MECHANICAL EQUIPMENT AND INTEGRATED PROJECTS INDUSTRIAL AND COMMERCIAL TECHNICAL COMPANY SA" was approved; the following were also approved: the Board of Directors Report to the General Shareholders Meeting on the Merger Contract Draft according to article 69, par. 4 codified law. 2190/1920, the Assessment Report by the financial institutions ALPHA BANK, EFG TELESIS FINANCE INVESTMENT SERVICES S.A, NATIONAL BANK OF GREECE INTERNΑTIONAL on the values fair and reasonable ratio and the shares exchange ratio of the merging companies, the Board of Directors statements, the Company's assets book value Certification Report on 31.3.2007 drawn up by Antonios Prokopidis, a chartered accountant of the accounting company "ΡΚF EUROELEKTIKI". Moreover, the Board of Directors was authorized by its resolution to appoint a person to sign on behalf of the Company the final notary merger contract, any modification thereof according to law and the articles of association, to assign to third parties part of its competence for the abovementioned deeds and in general to proceed to any action necessary for the merger completion and for the settlement of any issue regarding the Securities and Exchange Commission and Athens Exchange.
2. On the second item of the agenda, by a majority of 22.461.332 present shareholders shares, based on the article 23a, codified law 2190/1920, the Merger Contract and Act Drafts of "MYTILINEOS HOLDINGS S.A" by absorption jointly and in parallel of ALUMINIUM OF GREECE INDUSTRIAL AND COMMERCIAL S.A (VEAE) and "DELTA MECHANICAL EQUIPMENT AND INTEGRATED PROJECTS INDUSTRIAL AND COMMERCIAL TECHNICAL COMPANY SA" were approved.
3. On the third item, by a majority of 22.461.332 present shareholders shares, any kind of actions, statements and legal acts by the Company's BoD members and its proxies for the purposes of the Company's merger by joint and parallel absorption with "DELTA MECHANICAL EQUIPMENT AND INTEGRATED PROJECTS INDUSTRIAL AND COMMERCIAL TECHNICAL COMPANY SA" on behalf of "MYTILINEOS HOLDINGS S.A" were approved.
4. On the fourth item, clarifications were provided on the merger's procedure and completion.