Briefing on the Extraordinary General Shareholders Meeting resolutions on September, 3rd 2007
It is announced that the General Shareholders Meeting of "DELTA MECHANICAL EQUIPMENT AND INTEGRATED PROJECTS INDUSTRIAL AND COMMERCIAL TECHNICAL COMPANY SA" which took place on September 3rd, 2007, at 15.00, in Maroussi, Attica, in "Zeus" hall (4th floor) of "Kapsis" Conference Centre, at 10, Parnonos Stree, and in which were present in person and were legally represented 3 shareholders, representing 8.578.622 shares, namely 68,63 % of the Company's paid share capital, decided the merger by absorption by MYTILINEOS HOLDINGS SA jointly and in parallel of the Company and "ALUMINIUM OF GREECE INDUSTRIAL AND COMMERCIAL S.A" 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 first item, the Merger Contract Draft and Act by absorption on behalf of MYTILINEOS HOLDINGS SA jointly and in parallel of the Company and of "ALUMINIUM OF GREECE INDUSTRIAL AND COMMERCIAL" were unanimously 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, pursuant to 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" and "DELTA MECHANICAL EQUIPMENT AND INTEGRATED PROJECTS INDUSTRIAL AND COMMERCIAL TECHNICAL COMPANY SA" were unanimously approved.
3. On the third item, 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 "ALUMINIUM OF GREECE INDUSTRIAL AND COMMERCIAL S.A" by "MYTILINEOS HOLDINGS S.A" were unanimously approved.
4. On the fourth item, the use of electronic means by the Company for information transmission on the Company's securities issuing, according to article 18 of law 3556/2007 was unanimously approved.
5. On the fifth item, clarifications were provided on the merger's procedure and completion.