METLEN ENERGY & METALS S.A.
Notification of the resolutions of the Regular General Meeting of the Shareholders
MYTILINEOS HOLDINGS S.A. announces that on 8 May 2008 the Ordinary General Meeting of the Company?s Shareholders was held, attended in conformity with the law either in person or by proxy by 188 shareholders representing 41.232.455 shares, i.e. a percentage of 35,246% of the Company's paid-up share capital. The Meeting deliberated on the items of the agenda and resolved thereon by vote taken in conformity with the law, as follows:
1. Submission and approval of the Individual and Consolidated Financial Statements of the accounting period from 01.01.2007 to 31.12.2007, and of the reports of the Board of Directors and of the Chartered Auditor. Distribution of profits.
The Meeting approved by a majority of 41.195.407 of the votes represented the Individual and Consolidated Financial Statements of the accounting period from 01.01.2007 to 31.12.2007 and the reports of the Board of Directors and of the Chartered Auditor, and the payment of a dividend of ?0.51 per share.
2. Release of the Members of the Board of Directors and of the Auditors from any liability for damages in connection with the management of the accounting period ended on 31.12.2007.
The Meeting released by a majority of 41.195.407 of the votes represented the Members of the Board of Directors and the Chartered Auditors from any liability for damages in connection with the management of the accounting period ended on 31.12.2007.
3. Election of regular and alternate Chartered Auditor for the current accounting period, and determination of their fee. The Meeting resolved to assign the Company's regular audit to the auditing firm GRANT THORNTON S.A., electing by a majority of 40.803.085 of the votes represented Mr Georgios Deligiannis, father's name Nikolaos, SOEL Reg. No. 15791, as regular chartered auditor, and Mr Emmanouil Michalios, father's name Georgios, SOEL Reg. No. 25131 as alternate chartered auditor. The Meeting also determined the fee for the current accounting period of the Chartered Auditors so appointed.
4. Submission and approval of the Transformation Balance Sheets dated 31.03.2007 of the absorbed companies "ALUMINIUM OF GREECE INDUSTRIAL AND COMMERCIAL S.A." and "DELTA MECHANICAL EQUIPMENT AND INTEGRATED PROJECTS INDUSTRIAL AND COMMERCIAL TECHNICAL S.A.", respectively, together with their accompanying financial data, for the accounting period from 01.01.2007 to 31.03.2007.
The Meeting approved by a majority of 41.141.251 of the votes represented the Transformation Balance Sheets dated 31.03.2007 of the absorbed companies "ALUMINIUM OF GREECE INDUSTRIAL AND COMMERCIAL S.A." and "DELTA MECHANICAL EQUIPMENT AND INTEGRATED PROJECTS INDUSTRIAL AND COMMERCIAL TECHNICAL S.A.", respectively, together with their accompanying financial data, for the accounting period from 01.01.2007 to 31.03.2007.
5. Release of the Members of the Board of Directors and of the Auditors of the absorbed companies "ALUMINIUM OF GREECE INDUSTRIAL AND COMMERCIAL S.A." and "DELTA MECHANICAL EQUIPMENT AND INTEGRATED PROJECTS INDUSTRIAL AND COMMERCIAL TECHNICAL S.A.", respectively, from any liability for damages in connection with the management of the accounting period from 01.01.2007 to 28.09.2007.
The Meeting released by a majority of 41.141.251 of the votes represented the Members of the Board of Directors and the Auditors from any liability for damages in connection with the management of the accounting period from 01.01.2007 to 28.09.2007
6. Approval of contracts and remunerations in accordance with articles 23a and 24 of Codified Law (C.L.) 2190/1920.
The Meeting approved by a majority of 39.283.099. of the votes represented, in accordance with articles 23a and 24 of C.L. 2190/1920, the remunerations of the Members of the Board of Directors paid for the financial year 2007, also granting its advance approval of the remunerations for the current accounting period.
7. Approval of election to the Board of Directors of new Members in replacement of resigned ones.
The Meeting approved by a majority of 41.195.407 of the votes represented the election as of 29.10.2007 to the Board of Directors of Mr Dimitrios Daskalopoulos, father?s name Aristidis, in replacement of the resigned Independent Non-Executive Member Mr Georgios Lymberakis.
8. Approval of a share distribution programme in the form of a stock option plan, in accordance with article 13 par. 13 of C.L. 2190/1920, as in force, to members of the Board of Directors and of the personnel of the Company and of its associated companies, and granting of relevant authorisations to the Company's Board of Directors.
No decision was taken on this item, as the quorum of 2/3 of the paid-up share capital, as required by the law in accordance with article 29 par. 3 and 4 in conjunction with article 13 par. 13 of C.L. 2190/1920, was not established. This item shall therefore be discussed in the 1st Repeat Meeting of the Shareholders which, according to the published invitation and in keeping with the deadlines under the Law concerning its convocation and assembly, shall take place at 13:00 hours of Monday 19 May 2008 at the headquarters of the Company in Maroussi, Attica (5-7 Patroklou Street).
9. Various items - Announcements
The Chairman of the Assembly informed the shareholders of the Group's progress and strategic planning, and made relevant announcements.
1. Submission and approval of the Individual and Consolidated Financial Statements of the accounting period from 01.01.2007 to 31.12.2007, and of the reports of the Board of Directors and of the Chartered Auditor. Distribution of profits.
The Meeting approved by a majority of 41.195.407 of the votes represented the Individual and Consolidated Financial Statements of the accounting period from 01.01.2007 to 31.12.2007 and the reports of the Board of Directors and of the Chartered Auditor, and the payment of a dividend of ?0.51 per share.
2. Release of the Members of the Board of Directors and of the Auditors from any liability for damages in connection with the management of the accounting period ended on 31.12.2007.
The Meeting released by a majority of 41.195.407 of the votes represented the Members of the Board of Directors and the Chartered Auditors from any liability for damages in connection with the management of the accounting period ended on 31.12.2007.
3. Election of regular and alternate Chartered Auditor for the current accounting period, and determination of their fee. The Meeting resolved to assign the Company's regular audit to the auditing firm GRANT THORNTON S.A., electing by a majority of 40.803.085 of the votes represented Mr Georgios Deligiannis, father's name Nikolaos, SOEL Reg. No. 15791, as regular chartered auditor, and Mr Emmanouil Michalios, father's name Georgios, SOEL Reg. No. 25131 as alternate chartered auditor. The Meeting also determined the fee for the current accounting period of the Chartered Auditors so appointed.
4. Submission and approval of the Transformation Balance Sheets dated 31.03.2007 of the absorbed companies "ALUMINIUM OF GREECE INDUSTRIAL AND COMMERCIAL S.A." and "DELTA MECHANICAL EQUIPMENT AND INTEGRATED PROJECTS INDUSTRIAL AND COMMERCIAL TECHNICAL S.A.", respectively, together with their accompanying financial data, for the accounting period from 01.01.2007 to 31.03.2007.
The Meeting approved by a majority of 41.141.251 of the votes represented the Transformation Balance Sheets dated 31.03.2007 of the absorbed companies "ALUMINIUM OF GREECE INDUSTRIAL AND COMMERCIAL S.A." and "DELTA MECHANICAL EQUIPMENT AND INTEGRATED PROJECTS INDUSTRIAL AND COMMERCIAL TECHNICAL S.A.", respectively, together with their accompanying financial data, for the accounting period from 01.01.2007 to 31.03.2007.
5. Release of the Members of the Board of Directors and of the Auditors of the absorbed companies "ALUMINIUM OF GREECE INDUSTRIAL AND COMMERCIAL S.A." and "DELTA MECHANICAL EQUIPMENT AND INTEGRATED PROJECTS INDUSTRIAL AND COMMERCIAL TECHNICAL S.A.", respectively, from any liability for damages in connection with the management of the accounting period from 01.01.2007 to 28.09.2007.
The Meeting released by a majority of 41.141.251 of the votes represented the Members of the Board of Directors and the Auditors from any liability for damages in connection with the management of the accounting period from 01.01.2007 to 28.09.2007
6. Approval of contracts and remunerations in accordance with articles 23a and 24 of Codified Law (C.L.) 2190/1920.
The Meeting approved by a majority of 39.283.099. of the votes represented, in accordance with articles 23a and 24 of C.L. 2190/1920, the remunerations of the Members of the Board of Directors paid for the financial year 2007, also granting its advance approval of the remunerations for the current accounting period.
7. Approval of election to the Board of Directors of new Members in replacement of resigned ones.
The Meeting approved by a majority of 41.195.407 of the votes represented the election as of 29.10.2007 to the Board of Directors of Mr Dimitrios Daskalopoulos, father?s name Aristidis, in replacement of the resigned Independent Non-Executive Member Mr Georgios Lymberakis.
8. Approval of a share distribution programme in the form of a stock option plan, in accordance with article 13 par. 13 of C.L. 2190/1920, as in force, to members of the Board of Directors and of the personnel of the Company and of its associated companies, and granting of relevant authorisations to the Company's Board of Directors.
No decision was taken on this item, as the quorum of 2/3 of the paid-up share capital, as required by the law in accordance with article 29 par. 3 and 4 in conjunction with article 13 par. 13 of C.L. 2190/1920, was not established. This item shall therefore be discussed in the 1st Repeat Meeting of the Shareholders which, according to the published invitation and in keeping with the deadlines under the Law concerning its convocation and assembly, shall take place at 13:00 hours of Monday 19 May 2008 at the headquarters of the Company in Maroussi, Attica (5-7 Patroklou Street).
9. Various items - Announcements
The Chairman of the Assembly informed the shareholders of the Group's progress and strategic planning, and made relevant announcements.