Resolutions of the Regular General Meeting of the Shareholders on the 8th of May 2012
The company Metal Constructions of Greece (METKA) s.a. announces that the Regular General Meeting of its Shareholders took place on the 8th of May 2012 in the Conference Hall at the company's headquarters (8, Artemidos str., Maroussi Attikis). In the meeting were present in person or through a proxy 101shareholders representing 38,477,795 shares – that is, a 74.066% of the company's paid share capital, and further to a legal vote and discussion the following resolutions were adopted:
- By a majority of 38,477,795valid votes representing 74.066%of the company's paid share capital the Meeting approved unanimously – that is, with a 100% of the represented shares – the first item of the agenda pertaining to the approval of the Individual and Consolidated Annual Financial Statements for the period 01.01.2011 to 31.12.2011, the Board of Directors' and Auditors' Reports, and the Certificate of Corporate Governance in accordance with article 43a par. 3 item (d) of C.L. 2190/1920.
- By a majority of 38,477,795valid votes representing 74.066%of the company's paid share capital the Meeting approved unanimously – that is, with a 100% of the represented shares – the second item of the agenda pertaining to the distribution of a dividend of € 0.7500 per share, and after a 25% tax deduction the net payable dividend per share reaches € 0.5625. As of May 10, 2012, shares shall be traded ex-dividend and the dividend payment procedure shall begin on May 18, 2012.
- By a majority of 38,312,190valid votes representing 73.747%of the company's paid share capital the Meeting approved unanimously – that is, with a 99.569% of the represented shares – the third item of the agenda pertaining to the release of the Members of the Board of Directors and the Company's Auditors from any liability for damages in connection with the management of the accounting period from 1.1.2011 to 31.12.2011.
- By a majority of 38,445,057valid votes representing 74.003%of the company's paid share capital the Meeting approved unanimously – that is, with a 99.915% of the represented shares – the fourth item of the agenda pertaining to 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 Palaio Faliro (56 Zefirou street) and registered with the Special Register of article 13 par. 5 of Presidential Decree (P.D.) 226/1992 under ASMO Reg. No. EE 127. More specifically, Messrs. Vassilios Kazas of Konstantinos (ASMO Reg. No. 13281) and Pavlos Stellakis of Lambros (ASMO Reg. No. 24941) were elected as regular auditors and Messrs. Emmanouil Michalios of George (ASMO Reg. No. 25131) and Sotiris Konstantinou of Andreas (ASMO Reg. No. 13671) were elected as deputy auditors. The aforementioned auditing company shall also issue a tax certificate in line with par. 5 of article 82 of law 2238/1994. The Meeting also authorized 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 eighty thousand nine hundred and sixty Euro (€80,960) 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 the date of its selection.
- By a majority of 38,192,190 valid votes representing 73.516%of the company's paid share capital and abstention from voting 125,000 of the represented shares the Meeting approved unanimously – that is, with a 99.257% of the represented shares – the fifth item of the agenda pertaining to the approval of the Transformation Balance Sheet, dated 30.06.2011, of the absorbed 100% subsidiary company RODAX S.A., and the rest financial data for the period 01.01.2011 to 30.06.2011.
- By a majority of 37,925,997valid votes representing 73.003%of the company's paid share capital and abstention from voting 551,618 of the represented shares the Meeting approved unanimously – that is, with a 98.565% of the represented shares – the sixth item of the agenda pertaining to the release the Members of the Board of Directors and the Auditors of the absorbed RODAX S.A. from any liability for damages in connection with the management of the accounting period from 01.01.2011 to 29.12.2011.
- By a majority of 37,790,291valid votes representing 72.743%of the company's paid share capital and abstention from voting 676.615 of the represented shares the Meeting approved unanimously – that is, with a 99.213% of the represented shares – the seventh item of the agenda pertaining to the approval of the BoD fees of the absorbed RODAX S.A. for the period 01.01.2011 to 29.12.2011 for their services to the absorbed RODAX S.A.
- By a majority of 37,925,997valid votes representing 73.003%of the company's paid share capital and abstention from voting 551.618 of the represented shares the Meeting approved unanimously – that is, with a 98.565% of the represented shares – the eighth item of the agenda pertaining to the approval of the fees paid to the members of the Company's Board of Directors during the previous accounting period ended on 31 December 2011 for services provided to the Company.
- The President of the General Meeting informed the present shareholders that for the ninth item of the agenda there is no need for the General Meeting to approve contracts for the previous financial year and until the present date of the current financial year, as per the article 23a of C.L.2190/1920.
- By a majority of 33,173,565valid votes representing 63.856%of the company's paid share capital and abstention from voting 551.615 of the represented shares the Meeting approved unanimously – that is, with a 86.214% of the represented shares – the tenth item of the agenda pertaining to the election of the members of the new Board of Directors. Thus, elected were Messrs. John Mytilineos, George Pallas, George Economou, Filippos Zotos, Panayiotis Gardelinos, Iosif Avagianos, Nikolaos Bakirtzoglou. Messrs Nikolaos Bakirtzoglou and Iosif Avagianos were elected as independent members. The new Board's mandate is four (4) years and is extended up to the first Regular General Meeting following its end, not surpassing a total of five years.
- By a majority of 37,926,180valid votes representing 73.004%of the company's paid share capital and abstention from voting 551.615 of the represented shares the Meeting approved unanimously – that is, with a 98.566% of the represented shares – the eleventh item of the agenda pertaining to the adoption of resolution and granting of approval concerning the modification of article 19 of the company's Articles of Association so as to conform with the provisions of article 23a of C.L.2190/1920.
- By a majority of 37,926,180valid votes representing 73.004%of the company's paid share capital the Meeting approved unanimously – that is, with a 98.566% of the represented shares – the twelfth item of the agenda pertaining to the adoption of resolution and granting of approval concerning the modification of the following articles of the Company's Articles of Association so as to conform with the policies and practices of the Hellenic Federation of Enterprises' (SEV) Corporate Government Code, that is:
i) Amendment of article 12 with the addition of paragraph 2, in order for the Vice-president of the Board of Directors to be elected out of the independent members,
ii) Amendment of article 13, adding par.3, in order the Vice-president to be able to insert items in the agenda when the Board is summoned by the President,
iii) Amendment of article 19, adding par.6, so as the Board members not to be allowed to participate in more than (5) Board of Directors of listed companies,
iv) Reducing the time office of the Company's Board members and respective amendment of article 10 par. 1 of the Company's Articles of Association.
13. On the thirteenth item of the Agenda, the President of the General Meeting informed the shareholders about the progress of the Company and its subsidiaries and affiliated companies. There followed a discussion among the Shareholders and the Board of the Meeting on the Group's results and prospects.