RESOLUTIONS OF THE EXTRAORDINARY GENERAL MEETING OF 8/12/2016
"HELLENIC CABLES S.A. HOLDINGS SOCIÉTÉ ANONYME” announces that on Thursday, 8th of December 2016, at 11:00 hours, the Extraordinary General Meeting of the Company's shareholders was held at the “PRESIDENT” Hotel at 43 Kifissias Avenue, Athens. Four (4) shareholders representing 22,006,043 shares of the total of 29,546,360, i.e. 74.48% of the share capital, attended the meeting.
On the topics of the General Meeting the shareholders decided the following:
1 Approved: a) the dated 26/09/2016 Common Draft Terms of Cross Border Merger, concerning the cross border merger through the absorption of the Greek Companies “HELLENIC CABLES S.A. HOLDINGS SOCIÉTÉ ANONYME” and “CORINTH PIPEWORKS HOLDINGS S.A” by the Belgian company “CENERGY HOLDINGS SA”, b) the explanatory report of the Board of Directors of the Company on the Cross Border Merger drafted pursuant to article 5 of law 3777/2009 and article 4.1.4.1.3. of the Athens Exchange Rulebook, c) the report of the common expert, Belgian audit firm, «Mazars Advisory Services BVBA» on the Cross Border Merger drafted pursuant to article 6 of law 3777/2009 and article 772/9,§1 of the Belgian Companies Code. (Votes: 22,006,043, i.e. 74.48% of the share capital, votes for : 22,006,043, i.e. 100% of the represented share capital, votes against : 0, i.e. 0% of the represented share capital).
2. Approved the Cross Border Merger through the absorption of the Greek companies “HELLENIC CABLES S.A. HOLDINGS SOCIÉTÉ ANONYME” and “CORINTH PIPEWORKS HOLDINGS S.A.” by the Belgian company under the trade name “CENERGY HOLDINGS SA”, in accordance with the provisions of law 3777/2009 in conjunction with the provisions of C.L. 2190/1920, articles 772/1 and following of the Belgian Companies Code. (Votes: 22,006,043, i.e. 74.48% of the share capital, votes for : 22,006,043, i.e. 100% of the represented share capital, votes against : 0, i.e. 0% of the represented share capital).
3. Authorized Messrs Ioannis Batsolas and Georgios Passas acting jointly or separately to implement the cross-border merger by signing the necessary documentation and undertaking all necessary actions before third authorities (Ministry of Economy, Development and Tourism, Athens Exchange, Hellenic Capital Market Commission etc). (Votes: 22,006,043, i.e. 74.48% of the share capital, votes for : 22,006,043, i.e. 100% of the represented share capital, votes against : 0, i.e. 0% of the represented share capital).
Finally, the Chairman of the General Meeting informed the shareholders that there weren't any transactions affecting significantly the total Assets and Equity and total Liabilities between the reporting date of the Common Draft Terms as of 26/09/2016 and the date of the current General Meeting.