METLEN ENERGY & METALS S.A.
Notification of the resolutions of the 2nd Repeat General Meeting of the Shareholders of 3 June 2011
MYTILINEOS HOLDINGS S.A. announces that the 2nd Repeat General Meeting of the Company s Shareholders was held on 3 June 2011 in the Assembly Hall of the Company s establishment in the Municipality of Maroussi, Attica (8 Artemidos Street), and was attended in conformity with the law by 102 shareholders attending either in person or by proxy and representing 43,547,933 shares, i.e. 37.225% of the Company s paid-up share capital. The Meeting deliberated and resolved as follows:
1. With 43,547,933 valid votes corresponding to 37.225% of the Company s paid-up share capital, the General Meeting approved, by a majority of 43,513,433 represented shares and votes for, with 34,500 represented shares abstaining from the vote, i.e. by a majority of 99.92 % of the shares represented, Item 7 of the initial Agenda concerning the decrease of the Company s share capital by six million thirty thousand four hundred and ten Euro and eighty-six cents (€6,030,410.86) through the cancellation of five million six hundred and thirty-five thousand eight hundred and ninety-eight (5,635,898) own shares, with corresponding amendment of article 5 par. 1 of the Company s Articles of Association. As a result of the aforementioned decrease, the Company s share capital shall amount to one hundred and nineteen million one hundred and forty-two thousand eight hundred and thirty Euro and eighty cents (€119,142,830.80), divided into one hundred and eleven million three hundred and forty-eight thousand four hundred and forty (111,348,440) registered shares with a nominal value of one Euro and seven cents (€1.07) each.
2. With 43,547,933 valid votes corresponding to 37.225% of the Company s paid-up share capital, the General Meeting approved, by a majority of 43,513,433 represented shares and votes for, with 34,500 represented shares abstaining from the vote, i.e. by a majority of 99.92 % of the shares represented, Item 8 of the initial Agenda concerning the increase of the Company s share capital by the amount of five million nine hundred and fifty-seven thousand one hundred and forty-one Euro and fifty-four cents (€5,957,141.54) through capitalisation of reserves against the issue of five million five hundred and sixty-seen thousand four hundred and twenty-two (5,567,422) new shares, with corresponding amendment of article 5 of the Company?s Articles of Association. As a result of the aforementioned increase, the Company s share capital shall amount to one hundred and twenty-five million ninety-nine thousand nine hundred and seventy-two Euro and thirty-four cents (€125,099.972.34), divided into one hundred and sixteen million nine hundred and fifteen thousand eight hundred and sixty-two (116,915,862) registered shares with a nominal value of one Euro and seven cents (€1.07) each. This item was introduced for deliberation and decision by the General Meeting of today following a request submitted by a shareholder representing one twentieth (1/20) of the paid-up share capital in accordance with article 39 par. 3 of Codified Law (C.L.) 2190/1920. Consequently, on this Item the General meeting of today was a continuation of the Regular General Meeting of 10.05.2011.
3. With 43,547,933 valid votes corresponding to 37.225% of the Company s paid-up share capital, the General Meeting approved, by a majority of 43,513,433 represented shares and votes for, with 34,500 represented shares abstaining from the vote, i.e. by a majority of 99.92 % of the shares represented, Item 9 of the initial Agenda concerning the extension of the Company s object, with corresponding amendment of article 2 of the Company s Articles of Association. The General meeting approved the following additions to the Company s object:
i. Establishment and participation in public benefit foundations, legal persons pursuing public benefit objects, and control and management of these;
ii. Production and manufacture in Greece of alumina and aluminium and the marketing of these; exploration, exporting and processing of any mineral materials and metals and their marketing in any country; and acquisition if mineral exploration and exploitation licences;
iii. Industrial manufacture of all types of metal structures, boilers and metal sheeting products intended for all types of use and the manufacture of all types of machine-shop products intended for all types of use, and their marketing in Greece and abroad; and performance of all types of machining work;
iv. Design, construction, operation and exploitation in Greece and abroad of power plants utilising energy from any source in general, including gas, lignite and coal fired plants, wind farms, hydropower plants, photovoltaic stations and in general power plants utilising renewable energy sources in general, as well as combined heat and power (cogeneration) plants and infrastructure projects for interconnectivity, transmission of electrical power and facilitation of energy trading;
v. Production and marketing of electrical power and heat in Greece and abroad, including the import, export and supply to customers of carbon dioxide emissions and the participation in the wholesale and retail market for electrical power, in the options and futures markets for transactions in electrical power, and in the market for capacity availability certificates;
vi. Carrying out of designs/studies and construction of all types of public and private engineering works, performance of assembly and installation work for the structures and products manufactured by the Company in Greece and abroad, and construction of all types of industrial equipment facilities;
vii. Carrying out of feasibility studies, studies on manufacturing processes and on the exploitation of all types of power plants generating electricity and heat (thermal, cogeneration, hydropower, hybrid, wind etc.), and studies on the commercial exploitation of electrical power in Greece or abroad;
viii. Purchase, erection and reselling of real estate properties, and the owning, leasing, installation, configuration and exploitation of metal and ore extraction mines and quarries, factories and industrial establishments, and rural and forest lands.
1. With 43,547,933 valid votes corresponding to 37.225% of the Company s paid-up share capital, the General Meeting approved, by a majority of 43,513,433 represented shares and votes for, with 34,500 represented shares abstaining from the vote, i.e. by a majority of 99.92 % of the shares represented, Item 7 of the initial Agenda concerning the decrease of the Company s share capital by six million thirty thousand four hundred and ten Euro and eighty-six cents (€6,030,410.86) through the cancellation of five million six hundred and thirty-five thousand eight hundred and ninety-eight (5,635,898) own shares, with corresponding amendment of article 5 par. 1 of the Company s Articles of Association. As a result of the aforementioned decrease, the Company s share capital shall amount to one hundred and nineteen million one hundred and forty-two thousand eight hundred and thirty Euro and eighty cents (€119,142,830.80), divided into one hundred and eleven million three hundred and forty-eight thousand four hundred and forty (111,348,440) registered shares with a nominal value of one Euro and seven cents (€1.07) each.
2. With 43,547,933 valid votes corresponding to 37.225% of the Company s paid-up share capital, the General Meeting approved, by a majority of 43,513,433 represented shares and votes for, with 34,500 represented shares abstaining from the vote, i.e. by a majority of 99.92 % of the shares represented, Item 8 of the initial Agenda concerning the increase of the Company s share capital by the amount of five million nine hundred and fifty-seven thousand one hundred and forty-one Euro and fifty-four cents (€5,957,141.54) through capitalisation of reserves against the issue of five million five hundred and sixty-seen thousand four hundred and twenty-two (5,567,422) new shares, with corresponding amendment of article 5 of the Company?s Articles of Association. As a result of the aforementioned increase, the Company s share capital shall amount to one hundred and twenty-five million ninety-nine thousand nine hundred and seventy-two Euro and thirty-four cents (€125,099.972.34), divided into one hundred and sixteen million nine hundred and fifteen thousand eight hundred and sixty-two (116,915,862) registered shares with a nominal value of one Euro and seven cents (€1.07) each. This item was introduced for deliberation and decision by the General Meeting of today following a request submitted by a shareholder representing one twentieth (1/20) of the paid-up share capital in accordance with article 39 par. 3 of Codified Law (C.L.) 2190/1920. Consequently, on this Item the General meeting of today was a continuation of the Regular General Meeting of 10.05.2011.
3. With 43,547,933 valid votes corresponding to 37.225% of the Company s paid-up share capital, the General Meeting approved, by a majority of 43,513,433 represented shares and votes for, with 34,500 represented shares abstaining from the vote, i.e. by a majority of 99.92 % of the shares represented, Item 9 of the initial Agenda concerning the extension of the Company s object, with corresponding amendment of article 2 of the Company s Articles of Association. The General meeting approved the following additions to the Company s object:
i. Establishment and participation in public benefit foundations, legal persons pursuing public benefit objects, and control and management of these;
ii. Production and manufacture in Greece of alumina and aluminium and the marketing of these; exploration, exporting and processing of any mineral materials and metals and their marketing in any country; and acquisition if mineral exploration and exploitation licences;
iii. Industrial manufacture of all types of metal structures, boilers and metal sheeting products intended for all types of use and the manufacture of all types of machine-shop products intended for all types of use, and their marketing in Greece and abroad; and performance of all types of machining work;
iv. Design, construction, operation and exploitation in Greece and abroad of power plants utilising energy from any source in general, including gas, lignite and coal fired plants, wind farms, hydropower plants, photovoltaic stations and in general power plants utilising renewable energy sources in general, as well as combined heat and power (cogeneration) plants and infrastructure projects for interconnectivity, transmission of electrical power and facilitation of energy trading;
v. Production and marketing of electrical power and heat in Greece and abroad, including the import, export and supply to customers of carbon dioxide emissions and the participation in the wholesale and retail market for electrical power, in the options and futures markets for transactions in electrical power, and in the market for capacity availability certificates;
vi. Carrying out of designs/studies and construction of all types of public and private engineering works, performance of assembly and installation work for the structures and products manufactured by the Company in Greece and abroad, and construction of all types of industrial equipment facilities;
vii. Carrying out of feasibility studies, studies on manufacturing processes and on the exploitation of all types of power plants generating electricity and heat (thermal, cogeneration, hydropower, hybrid, wind etc.), and studies on the commercial exploitation of electrical power in Greece or abroad;
viii. Purchase, erection and reselling of real estate properties, and the owning, leasing, installation, configuration and exploitation of metal and ore extraction mines and quarries, factories and industrial establishments, and rural and forest lands.