METLEN ENERGY & METALS S.A.
Notification of the resolutions of the 2nd Repeat General Meeting of the Shareholders of 30 May 2008.
MYTILINEOS HOLDINGS S.A. announces that the 2nd Repeat General Meeting of the Company's Shareholders, held at 13:00 hours of Friday 30 May at the Company's headquarters in Maroussi, Attica (5-7 Patroklou Street) and attended in conformity with the law, either in person or by proxy, by 47 shareholders representing 36,237,176 shares, i.e. a percentage of 30.98% of the Company΄s paid-up share capital, resolved by a majority of 30.39 of the share capital represented to approve a share distribution programme in the form of a stock option plan, in accordance with article 13 par. 13 of C.L. 2190/1920, to members of the Board of Directors and of the personnel of the Company and of its affiliated companies, under the following terms and conditions:
A) The maximum number of shares which may be sold to members of the Board of Directors and of the personnel of the Company and of its associated companies, should these persons exercise their stock option rights, shall not exceed 1% of the number of the Company's outstanding shares, i.e. 1,169,843 shares over the next three years.
Β) The price at which the shares shall be sold to the beneficiaries has been set to 6.50 euro per share.
C) The plan shall be implemented through a share capital increase against contribution in cash by the beneficiaries. In the event that the stock option rights are exercised only in part, the share capital of the Company shall be increased only up to the amount of such exercise and such corresponding coverage.
D) In the event of corporate actions (such as share capital increases, share capital reductions, mergers etc.) which shall result in a change of the par value of the Company's shares, the terms and conditions of the stock option plan, including the sale price, shall be adjusted by the Board of Directors accordingly, in a manner ensuring that the rights of the beneficiaries are not impaired.
Ε) The duration of the plan is set to three years, with December 2010 being the last period during which stock options may be exercised. The periods of time during which stock options may be exercised, either in whole or in part, shall be determined by a resolution of the Board of Directors.
F) The Board of Directors was authorised to specify the detailed terms and conditions of the stock option plan, to proceed to all necessary actions in order to implement the resolution of the General Meeting, and to regulate all relevant issues within the framework of this resolution and of the laws as applicable each time.
A) The maximum number of shares which may be sold to members of the Board of Directors and of the personnel of the Company and of its associated companies, should these persons exercise their stock option rights, shall not exceed 1% of the number of the Company's outstanding shares, i.e. 1,169,843 shares over the next three years.
Β) The price at which the shares shall be sold to the beneficiaries has been set to 6.50 euro per share.
C) The plan shall be implemented through a share capital increase against contribution in cash by the beneficiaries. In the event that the stock option rights are exercised only in part, the share capital of the Company shall be increased only up to the amount of such exercise and such corresponding coverage.
D) In the event of corporate actions (such as share capital increases, share capital reductions, mergers etc.) which shall result in a change of the par value of the Company's shares, the terms and conditions of the stock option plan, including the sale price, shall be adjusted by the Board of Directors accordingly, in a manner ensuring that the rights of the beneficiaries are not impaired.
Ε) The duration of the plan is set to three years, with December 2010 being the last period during which stock options may be exercised. The periods of time during which stock options may be exercised, either in whole or in part, shall be determined by a resolution of the Board of Directors.
F) The Board of Directors was authorised to specify the detailed terms and conditions of the stock option plan, to proceed to all necessary actions in order to implement the resolution of the General Meeting, and to regulate all relevant issues within the framework of this resolution and of the laws as applicable each time.