METLEN ENERGY & METALS S.A.
Notification of the resolutions of the Annual General Meeting of the Shareholders of 11 May 2010
MYTILINEOS HOLDINGS S.A. announces that the Annual General Meeting of the Company's Shareholders was held on 11 May 2010 in the Auditorium of "OTEAcademy", the Human Resources Training and Development company of the OTE Group situated in the Municipality of Maroussi, Attica (Pelika Street & 1 Spartis Street), and was attended in conformity with the law by 79 shareholders attending either in person or by proxy and representing 39,939,053 shares, i.e. 34.14% of the Company's paid-up share capital. The Meeting deliberated on the items of the Agenda and, after a vote held as provided for by the law, resolved as follows:
1. The Meeting approved unanimously the Individual and Consolidated Financial Statements for the accounting period from 01.01.2009 to 31.12.2009, the table of appropriation of results and the relevant Board of Directors? and Auditor?s reports.
2. The Meeting approved unanimously the non-distribution of dividend from the results of the accounting period from 01.01.2009 to 31.12.2009.
3. The Meeting approved by 39,921,253 votes for, i.e. by a majority of 99.96% of the shares represented, the release of the Members of the Board of Directors and of the Company's Auditors from any liability for damages in connection with the management of the accounting period ended on 31.12.2009.
4. The Meeting approved by 39,901,698 votes for and 6,858 represented shares abstaining from the vote, i.e. by a majority of 99.91% of the shares represented, the assignment of the Company?s regular audit for the current accounting period to the auditing firm GRANT THORNTON S.A., and the appointment as regular auditors of Messrs Giorgos N. Deligiannis (SOEL Reg. No. 15791) and Emmanouil G. Mihalios (SOEL Reg. No. 25131) of GRANT THORNTON S.A., with Messrs Pavlos L. Stellakis (SOEL Reg. No. 24941) and Sotiris A. Konstantinou (SOEL Reg. No. 13671) of the same said auditing firm appointed as alternate auditors. The Meeting also determined the fee of the Auditors so appointed for the current accounting period.
5. The General Meeting approved by 39,311,983 votes for, i.e. by a majority of 98.43% of the shares represented, in accordance with articles 23(a) and 24 of Codified Law (C.L.) 2190/1920, the fees paid to the Members of the Board of Directors for 2009, and approved in advance the fees for the current accounting period.
6. On Item Six of the Agenda, regarding the adoption of a resolution in connection with the Company's own shares acquired by 13.6.2007 through the share buy-back programme ratified by the resolutions of the Company's General Meetings of 22.6.2006 and 16.2.2007, which correspond to 4.8176% of the Company's paid-up share capital, the deliberation and adoption of a resolution were postponed, as the special quorum required was not established. The First Repeat General Meeting on this matter will take place at 13:00 hours of Tuesday 25 May 2010 at the Company's headquarters in Maroussi, Attica (5-7 Patroklou Street), as already advertised in the Invitation.
7. The Chairman of the Meeting informed the shareholders of the course of affairs of the Company and its subsidiaries and associated companies. A discussion between the Shareholders and the Chair of the Meeting ensued regarding the Group's results and the outlook for the Group. The Chairman pointed out that according to estimates and subject to the conditions in the economy, the turnover for the current accounting period is expected to be of the order of Euro 1 billion. At this point, the Chairman gave particular emphasis to the Group's social product, which for the period from 2005 to 2009 stood at Euro 1.35 billion. This amount reflects the Group's added value that is paid back to the social partners, and is broken down as follows: (a) Euro 476 million represent investments by the Group; (b) Euro 375 million represent employee wages and benefits; (c) 248 million Euro represent taxes paid to the Hellenic State; (d) Euro 245 million represent dividends paid to the Shareholders; and (e) Euro 5 million represent financial support for cultural events through sponsorships provided by the Group.
1. The Meeting approved unanimously the Individual and Consolidated Financial Statements for the accounting period from 01.01.2009 to 31.12.2009, the table of appropriation of results and the relevant Board of Directors? and Auditor?s reports.
2. The Meeting approved unanimously the non-distribution of dividend from the results of the accounting period from 01.01.2009 to 31.12.2009.
3. The Meeting approved by 39,921,253 votes for, i.e. by a majority of 99.96% of the shares represented, the release of the Members of the Board of Directors and of the Company's Auditors from any liability for damages in connection with the management of the accounting period ended on 31.12.2009.
4. The Meeting approved by 39,901,698 votes for and 6,858 represented shares abstaining from the vote, i.e. by a majority of 99.91% of the shares represented, the assignment of the Company?s regular audit for the current accounting period to the auditing firm GRANT THORNTON S.A., and the appointment as regular auditors of Messrs Giorgos N. Deligiannis (SOEL Reg. No. 15791) and Emmanouil G. Mihalios (SOEL Reg. No. 25131) of GRANT THORNTON S.A., with Messrs Pavlos L. Stellakis (SOEL Reg. No. 24941) and Sotiris A. Konstantinou (SOEL Reg. No. 13671) of the same said auditing firm appointed as alternate auditors. The Meeting also determined the fee of the Auditors so appointed for the current accounting period.
5. The General Meeting approved by 39,311,983 votes for, i.e. by a majority of 98.43% of the shares represented, in accordance with articles 23(a) and 24 of Codified Law (C.L.) 2190/1920, the fees paid to the Members of the Board of Directors for 2009, and approved in advance the fees for the current accounting period.
6. On Item Six of the Agenda, regarding the adoption of a resolution in connection with the Company's own shares acquired by 13.6.2007 through the share buy-back programme ratified by the resolutions of the Company's General Meetings of 22.6.2006 and 16.2.2007, which correspond to 4.8176% of the Company's paid-up share capital, the deliberation and adoption of a resolution were postponed, as the special quorum required was not established. The First Repeat General Meeting on this matter will take place at 13:00 hours of Tuesday 25 May 2010 at the Company's headquarters in Maroussi, Attica (5-7 Patroklou Street), as already advertised in the Invitation.
7. The Chairman of the Meeting informed the shareholders of the course of affairs of the Company and its subsidiaries and associated companies. A discussion between the Shareholders and the Chair of the Meeting ensued regarding the Group's results and the outlook for the Group. The Chairman pointed out that according to estimates and subject to the conditions in the economy, the turnover for the current accounting period is expected to be of the order of Euro 1 billion. At this point, the Chairman gave particular emphasis to the Group's social product, which for the period from 2005 to 2009 stood at Euro 1.35 billion. This amount reflects the Group's added value that is paid back to the social partners, and is broken down as follows: (a) Euro 476 million represent investments by the Group; (b) Euro 375 million represent employee wages and benefits; (c) 248 million Euro represent taxes paid to the Hellenic State; (d) Euro 245 million represent dividends paid to the Shareholders; and (e) Euro 5 million represent financial support for cultural events through sponsorships provided by the Group.