METKA INDUSTRIAL - CONSTRUCTION S.A.
ANNOUNCEMENT
METAL CONSTRUCTIONS OF GREECE S.A. (METKA S.A.) Corporations Register No. (ΑRΜΑΕ): 10357/06/B/86/113
Notification of the resolutions of the Annual General Meeting of the Shareholders of 10 May 2011
METAL CONSTRUCTIONS OF GREECE S.A. (METKA S.A.) announces that the Annual General Meeting of the Company?s Shareholders was held on 10 May 2011 in the Conference Hall of the Company's establishment in the Municipality of Maroussi, Attica (8 Artemidos Street), and was attended in conformity with the law by 73 shareholders attending either in person or by proxy and representing 37,132,567 shares, i.e. 71.477% of the Company's paid-up share capital. The Meeting deliberated on the items of the Agenda and, after a voting procedure held as provided for by the law, resolved as follows:
1.By 37,132,567 valid votes representing 71.477% of the paid-up share capital, the Meeting approved unanimously, i.e. by a majority 100% of the shares represented, Item 1 of the Agenda concerning the submission for approval of the Individual and Consolidated Annual Financial Statements for the accounting period from 01.01.2010 to 31.12.2010, of the relevant Board of Directors and Independent Auditor's reports, and of the Statement of Corporate Governance in accordance with article 43a par. 3 item (d) of Codified Law (C.L.) 2190/1920.
2.By 37,132,567 valid votes representing 71.477% of the paid-up share capital, the Meeting approved unanimously, i.e. by a majority of 100% of the shares represented, Item 2 of the Agenda concerning the recommendation by the Board of Directors and of adoption of resolution for the distribution of a dividend in the sum of €0.48 per share which, after deduction of tax at 21%, results in a net payable dividend per share of €0.3792. Ex date of the above dividend payment shall be 12 May 2011 and the procedure for payment of the dividend to the beneficiaries shall commence on 20 May 2911.
3.By 37,132,567 valid votes representing 71.477% of the paid-up share capital, the Meeting approved, by a majority of 37,132,387 represented shares and votes for, i.e. by a majority of 99.999% of the shares represented, Item 3 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 from 1.1.2010 to 31.12.2010.
4.By 37,132,567 valid votes representing 71.477% of the paid-up share capital, the Meeting approved, by a majority of 37,132,387 represented shares and votes for, i.e. by a majority of 99.999% of the shares represented, Item 4 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 Athens, 44 Vas. Constantinou Ave. and registered with the Special Register of article 13 par. 5 of Presidential Decree (P.D.) 226/1992 under ASMO Reg. No. EE 127. In particular, the Meeting elected as regular auditors Messrs Pavlos L. Stellakis (SOEL Reg. No. 24941) and Vassilios C. Kazas (SOEL Reg. No. 13281) of GRANT THORNTON S.A., with Messrs Emmanouil G. Mihalios (SOEL Reg. No. 25131) and Sotiris A. Constantinou (SOEL Reg. No. 13671) of the same said auditing firm appointed as alternate auditors. The Meeting also authorised the Board of Directors to agree with the auditing firm its fee for the audit assigned to it for the current accounting period, which in any case shall not exceed the amount of ninety-five thousand nine hundred and twenty Euro (€95,920) exclusive of VAT and expenses, in accordance with the relevant offer which the above auditing 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 its selection.
5. By 37,132,567 valid votes representing 71.477% of the paid-up share capital, the Meeting approved, by a majority of 37,132,387 represented shares and votes for, i.e. by a majority of 99.999% of the shares represented, Item 5 of the Agenda concerning the approval of the fees paid to the Members of the Board of Directors for the accounting period from 01.01.2010 to 31.12.2010 and the pre-approval of their fees for the current accounting period.
6.By 37,132,567 valid votes representing 71.477% of the paid-up share capital, the Meeting approved, by a majority of 37,132,387 represented shares and votes for, i.e. by a majority of 99.999% of the shares represented, Item 6 of the agenda concerning the increase of the maximum number of the Members of the Board of Directors of the Company from three (7) to eleven (11), with corresponding amendment of article 8 of the Company's Articles of Association.
7. By 37,132,567 valid votes representing 71.477% of the paid-up share capital, the Meeting approved, by a majority of 37,132,387 represented shares and votes for, i.e. by a majority of 99.999% of the shares represented, Item 7 of the Agenda concerning the adoption of a resolution and the granting of approval for the amendment of the following articles of the Company's Articles of Association in accordance with Law 3884/2010:
i. Amendment of article 24 on the participation of shareholders in the General Meeting;
ii. Amendment of article 25 par. 2 on the table of shareholders with right to vote;
iii. Amendment of article 31 par. 2 on the resolution regarding the release of members of the Board of Directors and of the Independent Auditors.
iv. Amendment of article 33 on minority rights.
8.Regarding Item 8 of the Agenda, the Chairman of the General Meeting informed the shareholders of the course of Company affairs. This was followed by the exchange of views between the Shareholders and the Chair regarding the Company's results and prospects.
Notification of the resolutions of the Annual General Meeting of the Shareholders of 10 May 2011
METAL CONSTRUCTIONS OF GREECE S.A. (METKA S.A.) announces that the Annual General Meeting of the Company?s Shareholders was held on 10 May 2011 in the Conference Hall of the Company's establishment in the Municipality of Maroussi, Attica (8 Artemidos Street), and was attended in conformity with the law by 73 shareholders attending either in person or by proxy and representing 37,132,567 shares, i.e. 71.477% of the Company's paid-up share capital. The Meeting deliberated on the items of the Agenda and, after a voting procedure held as provided for by the law, resolved as follows:
1.By 37,132,567 valid votes representing 71.477% of the paid-up share capital, the Meeting approved unanimously, i.e. by a majority 100% of the shares represented, Item 1 of the Agenda concerning the submission for approval of the Individual and Consolidated Annual Financial Statements for the accounting period from 01.01.2010 to 31.12.2010, of the relevant Board of Directors and Independent Auditor's reports, and of the Statement of Corporate Governance in accordance with article 43a par. 3 item (d) of Codified Law (C.L.) 2190/1920.
2.By 37,132,567 valid votes representing 71.477% of the paid-up share capital, the Meeting approved unanimously, i.e. by a majority of 100% of the shares represented, Item 2 of the Agenda concerning the recommendation by the Board of Directors and of adoption of resolution for the distribution of a dividend in the sum of €0.48 per share which, after deduction of tax at 21%, results in a net payable dividend per share of €0.3792. Ex date of the above dividend payment shall be 12 May 2011 and the procedure for payment of the dividend to the beneficiaries shall commence on 20 May 2911.
3.By 37,132,567 valid votes representing 71.477% of the paid-up share capital, the Meeting approved, by a majority of 37,132,387 represented shares and votes for, i.e. by a majority of 99.999% of the shares represented, Item 3 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 from 1.1.2010 to 31.12.2010.
4.By 37,132,567 valid votes representing 71.477% of the paid-up share capital, the Meeting approved, by a majority of 37,132,387 represented shares and votes for, i.e. by a majority of 99.999% of the shares represented, Item 4 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 Athens, 44 Vas. Constantinou Ave. and registered with the Special Register of article 13 par. 5 of Presidential Decree (P.D.) 226/1992 under ASMO Reg. No. EE 127. In particular, the Meeting elected as regular auditors Messrs Pavlos L. Stellakis (SOEL Reg. No. 24941) and Vassilios C. Kazas (SOEL Reg. No. 13281) of GRANT THORNTON S.A., with Messrs Emmanouil G. Mihalios (SOEL Reg. No. 25131) and Sotiris A. Constantinou (SOEL Reg. No. 13671) of the same said auditing firm appointed as alternate auditors. The Meeting also authorised the Board of Directors to agree with the auditing firm its fee for the audit assigned to it for the current accounting period, which in any case shall not exceed the amount of ninety-five thousand nine hundred and twenty Euro (€95,920) exclusive of VAT and expenses, in accordance with the relevant offer which the above auditing 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 its selection.
5. By 37,132,567 valid votes representing 71.477% of the paid-up share capital, the Meeting approved, by a majority of 37,132,387 represented shares and votes for, i.e. by a majority of 99.999% of the shares represented, Item 5 of the Agenda concerning the approval of the fees paid to the Members of the Board of Directors for the accounting period from 01.01.2010 to 31.12.2010 and the pre-approval of their fees for the current accounting period.
6.By 37,132,567 valid votes representing 71.477% of the paid-up share capital, the Meeting approved, by a majority of 37,132,387 represented shares and votes for, i.e. by a majority of 99.999% of the shares represented, Item 6 of the agenda concerning the increase of the maximum number of the Members of the Board of Directors of the Company from three (7) to eleven (11), with corresponding amendment of article 8 of the Company's Articles of Association.
7. By 37,132,567 valid votes representing 71.477% of the paid-up share capital, the Meeting approved, by a majority of 37,132,387 represented shares and votes for, i.e. by a majority of 99.999% of the shares represented, Item 7 of the Agenda concerning the adoption of a resolution and the granting of approval for the amendment of the following articles of the Company's Articles of Association in accordance with Law 3884/2010:
i. Amendment of article 24 on the participation of shareholders in the General Meeting;
ii. Amendment of article 25 par. 2 on the table of shareholders with right to vote;
iii. Amendment of article 31 par. 2 on the resolution regarding the release of members of the Board of Directors and of the Independent Auditors.
iv. Amendment of article 33 on minority rights.
8.Regarding Item 8 of the Agenda, the Chairman of the General Meeting informed the shareholders of the course of Company affairs. This was followed by the exchange of views between the Shareholders and the Chair regarding the Company's results and prospects.