HERACLES GENERAL CEMENT COMPANY S.A.
Resolutions of the Ordinary Shareholders General Meeting of HERACLES GENERAL CEMENT COMPANY held on 27th June 2008
During the 98th Ordinary General Meeting of the Company's shareholders, the following decisions were taken:
1. The Ordinary General Meeting approved the election of the members of the Board of Directors in replacement of the resigned ones, according to article 18 of the Company?s Articles of Association. It is mentioned that the Board of Directors of the company has as following:
Manolis Chris Kyprianides Entrepreneur, Chairman of the Board, non-executive member
Peter James Hoddinott Lafarge Regional President Western Europe, Vice Chairman, non-executive member
Saad Sebbar Managing Director, executive member,
Jean-Charles Blatz Member, non-executive member
Ulrich Glaunach Member, non-executive member
Jean-Jacques Gauthier Lafarge Group Executive Vice President Finance, Member, non-executive member
Albert Corcos Lafarge South Africa Managing Director, Member, non-executive member
Christos Sorotos Citigroup General Manager, Member, independent, non-executive member,
Agissilaos Karambelas Lawyer, Member, independent, non-executive member,
2. It also approved the Managing Report of the Board of Directors, the Auditing Certificate of the Chartered Auditors and the Annual Financial Statements of the financial year 1.1.2007 - 31.12.2007, as well as the Explanatory Report of the Board of Directors according to article 11a of Law 3371/2005.
The General Meeting resolved upon the payment of dividend of one (1) euro per share for the year 2007.
3. The Shareholders' Meeting discharged the Board Members and Auditors from any liability for damages whatsoever for the financial year 2007.
4. It also elected Auditors, Regular and Substitute, for the financial year 2008 and defined their fees.
5. It approved the remuneration and compensations of the Members of the Board of Directors for the financial year 2007 and pre-approved of their remuneration for the financial year 2008 until the Ordinary Shareholders' Meeting of 2009. The General Meeting also granted permission for the conclusion of agreements with Members of the Company's Board of Directors.
6. Pursuant to article 23 par. 1 of the C.L. 2190/1920, the General Meeting granted to the Members of the Board of Directors and the Managers of the Company permission to participate in the Board of Directors' Meetings or in the Management of the Group?s Companies, which pursue the same or similar goals.
7. The Company's Articles of Association have been amended and harmonized with new provisions of c.l. 2190/1920 (following law 3604/2007). In particular the articles 2, 3, 15, 16, 17, 18, 23, 25, 26, 30 and 33 of Articles of Association have been amended. Formation and codification of Articles of Association in unified text.
8. Miscellaneous Announcements. The following were announced:
Beneficiaries of the dividend are all shareholders of the Company by the expiry of the session of Athens Stock Exchange on Monday, June 30th, 2008. The shares will be traded ex-dividend at the Athens Exchange as of Tuesday, July 1st, 2008.
The payment of the dividend for the year 2007 will begin on Wednesday, July 9th, 2008.
In accordance with article 329 of the Athens Stock Exchange Regulations and article 39 of the Regulation of the Central Securities Depository (already ''Hellenic Stock Exchanges S.A.''), dividend shall be paid by the National Bank of Greece.
At the meeting of the General Assembly 39 shareholders were present or represented by proxy, representing 56.568.354 shares, i.e. 79,58 % of the paid up share capital.
Notes to editors
HERACLES Group of Companies, a member of Lafarge, is Greece's largest cement producer, with a production capacity of 9.6 million tons per year, and the largest cement exporter in Europe. With a focused vision on sustainable development, the company aims to create value for its stakeholders contributing to the economy and to the development of communities in which operates. Operating three cement plants, in Volos, Halkis and Milaki in Evoia, seven cement terminals, as well as production and trading units of aggregates and concrete, the Heracles Group has production activity in 29 prefectures in Greece and trading activity throughout continental and island Greece. Lafarge is the world leader in building materials, with top-ranking positions in all of its businesses: Cement, Aggregates & Concrete and Gypsum. With 90,000 employees in 76 countries, Lafarge posted sales of Euros 17.6 billion and net income of Euros 1.9 billion in 2007.
Lafarge is the only company in the construction materials sector to be listed in the 2008 "100 Global Most Sustainable Corporations in the World". Lafarge has been committed to sustainable development for many years, pursuing a strategy that combines industrial know-how with performance, value creation, respect for employees and local cultures, environmental protection and the conservation of natural resources and energy. To make advances in building materials, Lafarge places the customer at the heart of its concerns. It offers the construction industry and the general public innovative solutions bringing greater safety, comfort and quality to their everyday surroundings.
Additional information is available on the web site at www.lafarge.com.
Lycovrissi, 27th June 2008
For further information please contact:
HERACLES G.C.C. Group of Companies
Angelica Patrouba
Communications
Tel: + 30 210 2898816
Mob.: + 30 6973031816
Patroubaa@aget.com
1. The Ordinary General Meeting approved the election of the members of the Board of Directors in replacement of the resigned ones, according to article 18 of the Company?s Articles of Association. It is mentioned that the Board of Directors of the company has as following:
Manolis Chris Kyprianides Entrepreneur, Chairman of the Board, non-executive member
Peter James Hoddinott Lafarge Regional President Western Europe, Vice Chairman, non-executive member
Saad Sebbar Managing Director, executive member,
Jean-Charles Blatz Member, non-executive member
Ulrich Glaunach Member, non-executive member
Jean-Jacques Gauthier Lafarge Group Executive Vice President Finance, Member, non-executive member
Albert Corcos Lafarge South Africa Managing Director, Member, non-executive member
Christos Sorotos Citigroup General Manager, Member, independent, non-executive member,
Agissilaos Karambelas Lawyer, Member, independent, non-executive member,
2. It also approved the Managing Report of the Board of Directors, the Auditing Certificate of the Chartered Auditors and the Annual Financial Statements of the financial year 1.1.2007 - 31.12.2007, as well as the Explanatory Report of the Board of Directors according to article 11a of Law 3371/2005.
The General Meeting resolved upon the payment of dividend of one (1) euro per share for the year 2007.
3. The Shareholders' Meeting discharged the Board Members and Auditors from any liability for damages whatsoever for the financial year 2007.
4. It also elected Auditors, Regular and Substitute, for the financial year 2008 and defined their fees.
5. It approved the remuneration and compensations of the Members of the Board of Directors for the financial year 2007 and pre-approved of their remuneration for the financial year 2008 until the Ordinary Shareholders' Meeting of 2009. The General Meeting also granted permission for the conclusion of agreements with Members of the Company's Board of Directors.
6. Pursuant to article 23 par. 1 of the C.L. 2190/1920, the General Meeting granted to the Members of the Board of Directors and the Managers of the Company permission to participate in the Board of Directors' Meetings or in the Management of the Group?s Companies, which pursue the same or similar goals.
7. The Company's Articles of Association have been amended and harmonized with new provisions of c.l. 2190/1920 (following law 3604/2007). In particular the articles 2, 3, 15, 16, 17, 18, 23, 25, 26, 30 and 33 of Articles of Association have been amended. Formation and codification of Articles of Association in unified text.
8. Miscellaneous Announcements. The following were announced:
Beneficiaries of the dividend are all shareholders of the Company by the expiry of the session of Athens Stock Exchange on Monday, June 30th, 2008. The shares will be traded ex-dividend at the Athens Exchange as of Tuesday, July 1st, 2008.
The payment of the dividend for the year 2007 will begin on Wednesday, July 9th, 2008.
In accordance with article 329 of the Athens Stock Exchange Regulations and article 39 of the Regulation of the Central Securities Depository (already ''Hellenic Stock Exchanges S.A.''), dividend shall be paid by the National Bank of Greece.
At the meeting of the General Assembly 39 shareholders were present or represented by proxy, representing 56.568.354 shares, i.e. 79,58 % of the paid up share capital.
Notes to editors
HERACLES Group of Companies, a member of Lafarge, is Greece's largest cement producer, with a production capacity of 9.6 million tons per year, and the largest cement exporter in Europe. With a focused vision on sustainable development, the company aims to create value for its stakeholders contributing to the economy and to the development of communities in which operates. Operating three cement plants, in Volos, Halkis and Milaki in Evoia, seven cement terminals, as well as production and trading units of aggregates and concrete, the Heracles Group has production activity in 29 prefectures in Greece and trading activity throughout continental and island Greece. Lafarge is the world leader in building materials, with top-ranking positions in all of its businesses: Cement, Aggregates & Concrete and Gypsum. With 90,000 employees in 76 countries, Lafarge posted sales of Euros 17.6 billion and net income of Euros 1.9 billion in 2007.
Lafarge is the only company in the construction materials sector to be listed in the 2008 "100 Global Most Sustainable Corporations in the World". Lafarge has been committed to sustainable development for many years, pursuing a strategy that combines industrial know-how with performance, value creation, respect for employees and local cultures, environmental protection and the conservation of natural resources and energy. To make advances in building materials, Lafarge places the customer at the heart of its concerns. It offers the construction industry and the general public innovative solutions bringing greater safety, comfort and quality to their everyday surroundings.
Additional information is available on the web site at www.lafarge.com.
Lycovrissi, 27th June 2008
For further information please contact:
HERACLES G.C.C. Group of Companies
Angelica Patrouba
Communications
Tel: + 30 210 2898816
Mob.: + 30 6973031816
Patroubaa@aget.com