In compliance with the provisions of the Law and the Articles of Association of the Company, the Shareholders of “ELVAL, HELLENIC ALUMINIUM  INDUSTRY, S.A.” are hereby invited, by the Board of Directors,  to  attend  the Company's Extraordinary General Meeting, to be held on Monday, November 24, 2014 at  10:00 hours at the PRESIDENT HOTEL, 43 Kifissias Avenue, Athens.

 AGENDA

1. To approve: a) The Draft Merger Agreement, dated 1/10/2014, through absorption of the company “ETEM S.A. LIGHT METALS COMPANY SOCIETE ANONYME” by the company “ELVAL HELLENIC ALUMINIUM  INDUSTRY S.A.” b) the Explanatory Report of the Board of Directors on the Draft Merger Agreement, as above and the Report of Board of Directors, according to the Article 4.1.4.1.3 of the Athens Exchange Regulation, c) the Report of the Audit Firm “ABACUS AUDITORS S.A.” according to the Article 71 of C.L. 2190/1920, in order to ascertain the book value of the companies to be merged , d) the reports of the audit firms “RSM Greece S.A.” and “Deloitte Business Solutions Hadzipavlou Sofianos & Kambanis S.A.” for the estimation of the value of the companies to be merged, according to the article 4.1.4.1.3 of the Athens Exchange Regulation and e) the merger of the companies, as above.   

2. To increase the Company's share capital, following the absorption of the company “ETEM S.A. LIGHT METALS COMPANY SOCIETE ANONYME” and capitalization of reserves - To increase the nominal value of the shares and issue of new shares - To amend the pertinent article 5 of the companys Articles of Association.  

3. To grant authorizations.

4. To ratify the election of a provisional Director.

5. To elect member of the Audit Committee, according to the Article 37 of C/.L. 3693/2008.

 

RIGHT TO ATTEND THE GENERAL MEETING

 

Anybody, appearing as a shareholder in the file of the Dematerialized Securities System, managed by “HELLENIC EXCHANGES S.A.” (former Central Securities Depository), in which the companys shares are kept has the right to attend the General Meeting. A certificate in written form issued by the above entity should be used as a proof of the capacity to act as a shareholder, or alternatively the direct access to the electronic files of the entity. This capacity should exist on 19/11/2014 (Registration date), namely at the beginning of the fifth (5th) day before the date of the General Meeting and the pertinent written certificate, regarding the capacity of shareholder, has to reach the company on 21/11/2014 at the latest, namely on the third (3rd) day before the holding of the General Meeting. The company considers as a shareholder having the right to attend the General Meeting and vote only whoever has the capacity to act as a shareholder at the respective Registration Date. In the case the provisions of the article 28a of C. L. 2190/1920 have not been followed, the shareholder in question attends the General Meeting only following its relevant permission.

To exercise the rights in question does not presuppose that the shares of the beneficiary should be blocked or another similar procedure should be followed, limiting the possibility for sale and transfer of the shares during the period of time between the Date of Registration and the General Meeting. 

PROCEDURE TO BE FOLLOWED IN ORDER TO EXERCISE VOTING RIGHTS THROUGH A PROXY

 

The shareholder attends the General Meeting and votes in person or through proxies. Each shareholder can appoint up to three (3) proxies. Corporal bodies can attend the General Meeting by appointing as their proxies up to three (3) natural bodies. Nevertheless, in the case the shareholder holds shares of a company appearing in more than one securities account, the above restriction does not prevent the shareholder from appointing different proxies for the shares appearing in each securities account in respect with the General Meeting. A proxy acting on behalf of more shareholders can give different votes regarding each shareholder. The proxy of a shareholder has to inform the company, before the General Meeting starts, about any specific fact, which can be useful to the shareholders for the estimation of the risk, regarding the fact that the proxy could serve other parties interests except those of the shareholder. According to the present paragraph a conflict of interests could happen especially when the proxy:

 

a)He is a shareholder controlling the company or it is another corporal body or entity, which is controlled by this shareholder.

b)He is a Board of Directors member or in the Companys management, in general, or a shareholder, who exercises control of the Company or other corporal body or entity controlled by a shareholder, who exercises control the company.

c)He is an employee or certified auditor of the company or a shareholder having control of the company or other corporal body or entity controlled by a shareholder, who has control of the company.

d)He is married to or he is a first degree relative of one of the natural persons mentioned in the cases (a) to (c).        

 

The appointment or recalling of the shareholders proxy is executed in writing and notified to the Company, through the same procedure, at least three (3) days before the date of the General Meeting.

 

The company will make available in its web site www.elval.gr the form to be used for the appointment of a proxy. This form is to be submitted filled and signed by the shareholder to the Company's Investors Relations Service at the address: 16 Himaras street, 15125 Maroussi or sent by fax at the no 2106861347 at least three (3) days before the holding of the General Meeting. The beneficiary is called to take care to reconfirm the successful delivery of the form appointing the proxy to the company at the phone no 210 6861349, Mr. Konstantinos Kanellopoulos.

 

Each share issued by the Company has one voting right.

 

It is not provided by the Companys Articles of Association the possibility to attend the General Meeting through electronic means, without the natural presence of the shareholders in the place of its holding or the possibility to participate in voting at a distance.

 

MINORITY SHAREHOLDERS RIGHTS

According to the provisions of article 26 par. 2b of C. L. 2190/1920, as it is in force today the Company informs its shareholders the following, in compliance with paragraphs 2,2a,4 and 5 of article 39 of the aforesaid Law :

 

a)Following an application of shareholders representing 1/20 of the companys paid up share capital the company's Board of Directors has the obligation to include in the Agenda additional items, in the case the pertinent application reaches the Board until 9/11/2014   namely at least fifteen (15) days before the General Meeting. The application for the registration of additional items in the Agenda should be accompanied by a relevant justification or a draft resolution for approval by the General Meeting. The additional items should be published or notified by the Board of Directors, according to the article 26, until 17/11/2014,namely at least seven (7) days before the date of the General Meeting  and the revised Agenda is published in the same way with the previous agenda, until 11/11/2014, namely thirteen (13) days before the date of the General Meeting and at the same time it is made available to the shareholders, at the companys web site, together with the justification and the draft decision submitted by the shareholders, according to the provisions of art. 27 par.3 of C. L. 2190/1920.

b)Following an application of shareholders representing 1/20 of the paid up share capital the Board of Directors makes available to the shareholders, according to the provisions of art. 27 par. 3 of C. L. 2190/1920, at the latest until 18/11/2014, namely at least six (6)days before the date fixed for the General Meeting holding, the draft resolutions regarding the items included in the initial or the revised agenda, if the application reaches the Board of Directors until 17/11/2014, namely at least seven (7) days before the date of the General Meeting.     

c) Following an application submitted to the Company by any shareholder until 18/11/2014, namely at least five (5) full days before the General Meeting, the Board of Directors has to provide to the General Meeting the specific information requested, regarding the Companys affairs, at the extent that those could be useful to a substantial estimation of the items of the agenda.

The Board of Directors can provide a uniform answer to shareholders application having the same contents.  There is no obligation to provide information already available in the Companys web site, especially in question – answer form.

In all the above cases the Board of Directors can deny to provide the information, due to a substantial reason, which should be mentioned in the minutes.

 

d) Following an application of shareholders representing one fifth (1/5) of the paid up share capital, submitted to the Company until 18/11/2014 , namely at least five (5) full days before the General Meeting, the Board of Directors should provide to the General Meeting information regarding the Companys business and assets. The Board of Directors can deny to provide the information, due to substantial reason, which should be mentioned in the minutes. Such reason could be the representation of the requesting shareholders at the Board of Directors, according to par. 3 or 6 of art. 18, in the case the Board of directors have received the relevant information properly. 

    

The above mentioned time limits to exercise the minority rights are also applicable in the case of Repeat General Meetings.

 

In all the above mentioned cases the shareholders submitting an application have to prove the fact that they are shareholders of the Company, as well as the number of shares they own, when they proceed to exercise their relative right. Such proof can be a certificate issued by the entity, where the securities are kept or by direct electronic contact between the entity and the Company. 

 

DOCUMENTS AND INFORMATION AVAILABLE

 

The information provided by the article 27 par.3 of C. L. 2190/1920 is as follows:

1)         Texts:

a)          of the Notice for Extraordinary General Meeting

b)         of the Draft Merger Agreement

c)          of the Explanatory Report of the Board of Directors on the Draft Merger agreement

d)         of the Report of Board of Directors, according to the Article 4.1.4.1.3 of the Athens Exchange Regulation

e)         of the Report of the Audit Firm “ABACUS AUDITORS S.A.” according to the Article 71 of C.L. 2190/1920, in order to estimate the book value of the companies to be merged

f)           the reports of the audit firms “RSM Greece S.A.” and “Deloitte Business Solutions Hadzipavlou Sofianos & Kambanis S.A.” for the estimation of the value of the companies to be merged.

   

  2)  a) Comments on the Item 1

        b) Comments on the Item 2

        c) Comments on the item 3

        d) Comments on the Item 4

        e) Comments on the item 5

 

3) Total number of the Companys shares and the corresponding rights.

 

4) The form appointing a proxy

 

will be available, in electronic form, at the Companys web site, www.elval.gr

 

Copies of the above documents will be available in the offices of the Companys Investors Relations Service, at the address: 16 Himaras street, 15125 Maroussi.