METAL CONSTRUCTIONS OF GREECE (METKA) S.A.

S.A. Register No. (ARMAE): 10357/06/B/86/113

ANNOUNCEMENT

Notification of the resolutions of the Annual General Meeting of the Shareholders

of 18 June 2014

METAL CONSTRUCTIONS OF GREECE (METKA) S.A. announces that the Annual General Meeting of the Company's Shareholders was held on 18 June 2014 in the Conference Hall located in the offices of the Company's establishment in the Municipality of Maroussi, Attica (8 Artemidos Street), and was attended in conformity with the law by 157 shareholders attending either in person or by proxy and representing 38,398,636 shares, i.e. 73.91% of the Company's paid-up share capital with right to vote. The Meeting deliberated on the items of the Agenda and, after a vote taken as provided for by the law, resolved as follows:

1. With valid votes cast representing 73.77% of the paid-up share capital with right to vote and with 74,016 shares attending and represented abstaining from the vote, the Meeting approved unanimously Item 1 of the Agenda concerning the submission and approval of the Revised Individual and Consolidated Annual Financial Statements for the accounting period from 01.01.2012 to 31.12.2012, due to the application of IAS 19 “Employee Benefits”.
2. With valid votes cast representing 73.77% of the paid-up share capital with right to vote and with 74,016 shares attending and represented abstaining from the vote, the Meeting approved unanimously Item 2 of the Agenda concerning the submission and approval of the Individual and Consolidated Annual Financial Statements for the accounting period from 01.01.2013 to 31.12.2013, of the relevant Board of Directors' and Independent Auditor's reports, and of the Statement of Corporate Governance in accordance with article 43(a) par. 3 item (d) of Codified Law (C.L.) 2190/1920.
3. With valid votes cast representing 73.91% of the paid-up share capital with right to vote the Meeting approved unanimously Item 3 of the Agenda concerning the appropriation of earnings of the accounting period from 01.01.2013 to 31.12.2013, the payment of fees to the Members of the Board of Directors from the profits of the aforementioned accounting period in the meaning of article 24 of C.L. 2190/1920, and the granting of authorisations. In particular, the Meeting approved the distribution of a dividend in the sum of thirty (€0.30) per share which, after deduction of tax at 10%, results in a net payable dividend per share of twenty-seven eurocents (€0.27). The cut-off date for the dividend coupon shall be 20.06.2014 and the procedure for payment of the dividend to the beneficiaries shall commence on 30.06.2014. The Meeting also approved the payment of a fee up to three million euro (€3,600,000) from the profit realised in the accounting period from 01.01.2013 to 31.12.2103 within the meaning of article 24 of C.L. 2190/1920 to the Members of the Company's Board of Directors, for services provided to the Company.
4. With valid votes cast representing 73.77% of the paid-up share capital with right to vote and with 74,016 shares attending and represented abstaining from the vote, the Meeting approved unanimously Item 4 of the Agenda concerning the release of the Members of the Board of Directors and of the Company's Independent Auditors from any liability for damages in connection with the management of the accounting period ended on 31.12.2013
5. With valid votes cast representing 73.68% of the paid-up share capital with right to vote and with 123,335 shares attending and represented abstaining from the vote, the Meeting approved by absolute majority, i.e. by 99.84% of the shares attending and represented, Item 5 of the Agenda concerning the assignment of the Company's regular audit for the current accounting period to the Auditing Firm GRANT THORNTON S.A., having its registered office in Paleo Faliro (56 Zefyrou Street) and registered with the Special Register of article 13 par. 5 of Presidential Decree (P.D.) 226/1992 under SOEL Reg. No. 127. The Meeting also authorised the Board of Directors to proceed to an agreement with the Auditing Firm regarding the latter's fee for the audit assigned to it for the current accounting period, which in any case shall not exceed the amount of eighty thousand nine hundred and sixty euro (€80,960.00) exclusive of VAT and expenses, in accordance with the relevant offer which the above firm has submitted to the Company, and to also send to the selected auditing firm the relevant written notification-instruction within five (5) days from that date of its selection.
6. With valid votes cast representing 68.37% of the paid-up share capital with right to vote and with 2,880,601 shares attending and represented abstaining from the vote, the Meeting approved by absolute majority, i.e. by 81.23% of the shares attending and represented, Item 6 of the Agenda concerning the approval of the fees of the members of the Company's Board of Directors for the accounting period from 01.01.2013 to 31.12.2013.
7. With valid votes cast representing 73.84% of the paid-up share capital with right to vote and with 38,109 shares attending and represented abstaining from the vote, the Meeting approved by absolute majority, i.e. by 81.96% of the shares attending and represented, all contracts under Item 7 of the Agenda coming under the provisions of article 23(a) of C.L. 2190/1920.
8. With valid votes cast representing 73.91% of the paid-up share capital with right to vote, the Meeting approved unanimously Item 8 of the Agenda concerning the granting of permission in accordance with article 23 par. 1 of C.L. 2190/1920 to the Members of the Board of Directors and to the Managers (Executives) of the Company to participate in Boards of Directors or in the direction of Group Companies pursuing the same or similar objects.
9. With valid votes cast representing 69.41% of the paid-up share capital with right to vote and with 2,340,571 shares attending and represented abstaining from the vote, the Meeting approved by absolute majority, i.e. by 79.80% of the shares attending and represented, all contracts Item 9 of the Agenda concerning the election of new Board of Directors, electing the following persons to the Board of Directors:

                Mr Ioannis Mytilineos, father's name George, mother's name Kyriaki;

Mr George Ikonomu, father's name Alexandros, mother's name Charikleia;

Mr Panagiotis Gardelinos, father's name Antonios, mother's name Nikolina;

Mr. Christos Pantzikas, father's name Nikolaos, mother's name Ekaterini;

Mrs Ekaterini Donta, father's name Anastassios, mother's name Chryssanthi;

Mr Paul Smith, father's name Michael, mother's name Barbara;

Mr Antonios Papantoniou, father's name Nikolaos, mother's name Vassiliki;

Mr George Pallas, father's name Nikolaos, mother's name Eleftheria;

Mr Filippos Zotos, father's name Evangelos, mother's name Kassiani;

Mr Isosif Avagianos, father's name Andreas, mother's name Athina; and

Mr Nikolaos Bakirtzoglou, father's name Charalambos, mother's name Georgia.

Pursuant to article 3 par. 1 of Law 3016/2002 on corporate governance, the General Meeting as the competent body appointed Messrs Avagianos and Bakirtzoglou independent members. The term of office of the new Board of Directors is set to four (4) years extended until the first Regular General Meeting to be held after the expiry of such term, which cannot exceed five (5) years

The Meeting also appointed the following persons as Members of the Audit Committee:

Mr Filippos Zotos, father's name Evangelos, mother's name Kassiani;

Mr Isosif Avagianos, father's name Andreas, mother's name Athina; and

Mr Nikolaos Bakirtzoglou, father's name Charalambos, mother's name Georgia.
 
10. Regarding Item 10 of the Agenda, the Chairman of the General Meeting informed the Shareholders of the course of affairs of the Company and of its subsidiaries and affiliates. This was followed by discussion and the exchange of views between the Shareholders and the Chair regarding the Group's results and prospects.