Friday, 10/1/2014

ANNOUNCEMENT

DECISIONS OF EXTRAORDINARY GENERAL MEETING

SIDENOR STEEL PRODUCTS MANUFACTURING COMPANY S.A. announces that on the 10th of January 2014, Friday, at 10:00 hours, the Extraordinary General Meeting of the Company's shareholders was held at the “PRESIDENT” Hotel at 43, Kifissias Avenue, Athens. Sixty six (66) shareholders representing 79,346,943 shares of the total of 96.243.908, i.e. 82.44% of the share capital, attended the meeting.

In addition to Viohalco S.A. and its subsidiaries, which abstained from the voting on the first item on the agenda, sixty three (63) minority shareholders representing 6,672,806 shares took part in the meeting. Sixty three (63) shareholders representing 6,672,806 shares, namely 100.0% of the attending minority shareholders, voted on the first item on the agenda. Not one minority shareholder voted in favor of Viohalco S.A. addressing a mandatory public offer to the minority shareholders of the Company, and the following resolution was issued:

RESOLUTION

By a statement dated 10 October 2013, the Hellenic Capital Market Commission expressed the view that the substitution of the former majority shareholder, Viohalco Hellenic by its belgian subsidiary Viohalco S.A., due to the merger of the two companies, constitutes a change of control within the meaning of Law 3461/2006 and entails an obligation for Viohalco S.A. to address a mandatory public offer to purchase the Company's minority shareholders' shares.

On 15 November 2013, the merger of the Viohalco Hellenic with Viohalco S.A. by absorption of the former by the latter, was completed. Due to this fact, Viohalco S.A. became a 75.51% majority shareholder of the Company.

Having regard to all the objective data which were brought to their attention, the minority shareholders of SIDENOR S.A. resolve that they need not be protected, on the contrary they will be prejudiced, by the submission of a mandatory public offer for the acquisition of their shares by the majority shareholder, i.e. the Belgian company Viohalco S.A., by virtue of Law 3461/2006, given that: 

- The Viohalco group of companies risks losing rare liquidity, which will have a serious adverse impact on the Company's capacity to maintain existing investments or implement new ones, and further growth.

- The Company risks exclusion from the Greek capital market and loss of valuable opportunities to finance its economic growth.

Regarding the second item on the agenda, the Extraordinary General Meeting with 76,829,731 votes pro, thus 97% of the shareholders presented, ratified the appointment of temporary members. HSBC PRIVATE BANK (SUISSE) SA with 1,129,600 votes, voted against the second item on the agenda and EFG BANK (with 1,377,612 votes) and BANQUE CANTONALE VAUDOISE (with 10.000 votes) abstained.