It is announced that the A Repeat Extraordinary General Shareholders Meeting of MYTILINEOS HOLDINGS SA which took place on September 3rd, 2007, at 12.00, 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 were legally represented 72 shareholders, representing 21.451.149 shares, namely 52,94 % of the Company's paid share capital, decided the merger by absorption jointly and in parallel of "ALUMINIUM OF GREECE INDUSTRIAL AND COMMERCIAL S.A" and of "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 21.439.739 of the present shareholders shares, the Merger Contract Draft and Act by absorption on behalf of the Company 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" 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, by a majority of 21.439.739 present shareholders shares, 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 approved.
3. On the third item, by a majority of 21.439.739 present shareholders shares, the Company's share capital increase was approved a) by the "ALUMINIUM OF GREECE INDUSTRIAL AND COMMERCIAL S.A" contributed share capital amount of 206.565.872,90 euro minus the amount of 108.359.199,60 euro, corresponding to "ALUMINIUM OF GREECE INDUSTRIAL AND COMMERCIAL S.A" annulled shares nominal value, b) by the "DELTA MECHANICAL EQUIPMENT AND INTEGRATED PROJECTS INDUSTRIAL AND COMMERCIAL TECHNICAL COMPANY SA" contributed share capital amount of 4.250.000 euro minus the amount of 2.700.180,04 euro, corresponding to "DELTA MECHANICAL EQUIPMENT AND INTEGRATED PROJECTS INDUSTRIAL AND COMMERCIAL TECHNICAL COMPANY SA" annulled shares nominal value, c) by the amount of 135.483,84 euro, being the capitalizable account part of the Company's share premium in order to preserve the agreed share exchange. Therefore, the Company's share capital shall stand at 124.204.181,10 euro divided into 48.707.522 intangible, common, nominal voting shares of a new nominal value of 2,55 euro each. Moreover, the respective modification of Company's statutes article 5 was approved.
4. On the fourth item, by a majority of 21.439.739 present shareholders shares, any kind of actions, statements and legal acts by "MYTILINEOS HOLDINGS S.A" BoD members and its proxies for the purposes of the Company's merger by joint and parallel absorption of "ALUMINIUM OF GREECE INDUSTRIAL AND COMMERCIAL S.A" and "DELTA MECHANICAL EQUIPMENT AND INTEGRATED PROJECTS INDUSTRIAL AND COMMERCIAL TECHNICAL COMPANY SA" were approved.
5. Authorization to the Board of Directors to settle any fractional rights and other issues possibly resulting from the merger. On the fourth item, by a majority of 21.439.739 present shareholders shares, the Company's BoD was irrevocably authorized to settle any fractional rights possibly resulting from the merger, in accordance with the article 53, par. 2, Law. 3371/2005,
6. On the sixth item, by a majority of 20.910.999 present shareholders shares, the amendment of the Extraordinary General Meeting resolution dated 14.6.2007 was approved, in order for the Company's and associated companies personnel and management executives to be the program's beneficiaries, according to the provisions of article 13, par. 9, codified law 2190/1920, as agreed in the Meeting dated 14.6.2006.
7. On the seventh item, clarifications were provided on the merger's procedure and completion.