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Explanatory report
Information regarding the issues of article 4 paragraph 7-8 of L.3356/2007 of MYTILINEOS Holdings S.A.
Explanatory report
This explanatory report of the Board of Directors is submitted to the
Ordinary General Shareholders’ Meeting and contains detailed in-
formation regarding the issues of paragraph 7 and 8 of article 4
L.3356/2007.
Ι. Company’s Share Capital Structure
Thesharecapital ofMytilineosHoldingS.Aamounts to
€
125,099,972.34,
divided into 116,915,862 registered shares with a nominal value of
€1.07 each. Each share provides one voting right.
The shares of Mytilineos Holding S.A are listed on the Securities Mar-
ket of the Athens Exchange.
The rights of the Company’s shareholders with respect to their shares
are proportional to the share capital stake to which the paid-in share
value corresponds. Each share incorporates all the rights and obliga-
tions that are stipulated by the Law and Company’s Articles of Asso-
ciation, and more specifically:
• The right to dividends from the annual profits or liquidation profits of
the Company. A percentage of 35% of the net profits following deduc-
tion only of the statutory reserves is distributed from the profits of each
year to the shareholders as an initial dividend while the distribution
of an additional dividend is resolved upon by the General Meeting.
The General Meeting determines the added dividend. Dividends are
entitled to each shareholder who is registered in the Shareholders’
Register held by the Company on the date of approval of the finan-
cial statements by the Ordinary General Shareholders’ Meeting. The
payment date and the payment method of the dividend are available
through the media appointed by L. 3556/07. The right to receive pay-
ment of the dividend is subject to a time limitation and the respective
unclaimed amount goes to the State upon the lapse of five years from
the end of the year during which the General Meeting approved the
distribution of the said dividend.
• The right to reclaim the amount of one’s contribution during the
liquidation or, similarly, the writing off of the capital representing the
share, provided that this is resolved upon by the General Meeting,
• The right of pre-emption at every share capital increase of the Com-
pany via cash payment or the issuance of new shares.
• Each shareholder is entitled to request
the annual financial statements along with
the relevant reports of the Board of Direc-
tors and the Auditors of the Company.
• Shareholders participate in the Com-
pany’s General Meeting which constitute
the following rights: in person presence
or by delegate, vote, participation in dis-
cussions, submission of proposals on the
items of the agenda, entry of one’s opinion
on the minutes of the Meeting and finally
the right to vote.
• The General Meeting of Company’s
Shareholders retain all its rights and obli-
gations during the winding up (according
to paragraph 4 of article 33 of the Articles
of Association).
The shareholders’ responsibility is limited
to the nominal value of the shares held.
II. Restrictions for transferring Com-
pany shares
The transfer of Company shares takes
place based on procedures stipulated by
the law under which the Company is liable,
while there are no restrictions set by the Ar-
ticles of Association for transfer of shares.
III. Important Indirect/Direct partici-
pations according to articles 9-11 of
L.3556/07
The Shareholders (natural or legal entity)
that hold direct or indirect a more than 5%
of Company’s Shares and their respective
voting rights are presented in the following
table.
SHAREHOLDERS
No Shares
Shares % Voting Right
Evangelos Mytilineos
18.016.678
15,41%
15,41%
Ioannis Mytilineos
19.201.219
16,42%
16,42%
FAIRFAX FINANCIAL HOLDINGS
6.872.383
5,88%
5,88%
44.090.280
37,71%
37,71%
IV. Shares with special control rights
There are no Company shares that provide special control
rights to their holders.
V. Restrictions on voting rights
No restrictions on voting rights emanate from the Company
shares according to the Articles of Association.
VI. Agreements between Company shareholders
The Company is not aware of any agreements among its share-
holders, which would result in restrictions on the assignment of
its shares or exercise of the voting rights stemming from such
shares.
VII. Regulations regarding the assignment and replace-
ment of BoD members and amendments of the Articles
of Association
For the assignment and replacement of BoD members as well
as for amendments of its Articles of Association, the Company
follows the provisions of C.L. 2190/1920
VIIΙ. Responsibility of the BoD for the issuance of new
shares or acquisition of own shares according to C.L.
2190/1920
A) According to the provisions of article 13 par. 1 item b) and c)
of C.L. 2190/1920 and the article 5 par. 2 of the Articles of Asso-
ciation, the Company’s Board of Directors has the right, follow-
ing a relevant decision by the General Shareholder’s Meeting
to increase the Company’s share capital with the issuance of
new shares, through a decision by the Board of Directors that
is made with a majority of at lease two thirds (2/3) of its total
members.
In this case, Company’s share capital may be increased by no
more than the share capital amount paid up on the date when
the Board of Directors was granted such power by the General
Meeting, This power of the Board of Directors may be renewed
by the General Meeting for a period that may not exceed five
year per instance of renewal.
B) In accordance with the decisions of the General Meeting of
shareholders of the Company on 14.6.2006 and 3.9.2007 the
Board of Directors of the Company: (a) On 5.12.2007 resolved
on the specification of the terms and table of allocation of the
stock option plan of the Company pursuant to the provisions of
article 13 para. 13 of codified law 2190/1920 as in force, in favour
of members of the Board and executive members of the Com-
pany and its affiliates. According to the above decision, there
are 28 beneficiaries with up to 171.715 cor-
responding call options for 2008. It is noted
that the beneficiaries of the program did
not exercise their rights in 2008 and were
transferred to the next fiscal year.
C) According to the provisions of the para-
graphs 5-13 of article 16 par. 9 item b) of
C.L. 2190/1920, the listed companies may
acquire own shares through the Athens
Stock Exchange, according to decision
of the General Meeting until the 10% of
total shares, in order to support the stock
exchange price. In the Meeting held on
14.6.2006 the General Meeting of Share-
holders, making use of the above pos-
sibility provided by the Law, decide that
the Company should acquire, during the
period 14.6.2006 - 13.6.2007 no more
than 4.054.034 shares, equivalent to 10%
of total existing shares, in order to support
the stock exchange price of its share, in a
price range between € 5 (minimum) and
€ 35 (maximum). In the Meeting held on
16.2.2007 the General Meeting of Share-
holders amended the initial decision in a
price range between € 5 (minimum) and €
50 (maximum). In the context of implement-
ing the aforementioned General Meeting
decision, the Company’s BoD defines by
resolution, prior to the start of the indi-
vidual trading period, the principal trading
terms, in particular the maximum number
of own shares to be acquired, maximum
and minimum price and time period that
shares shall be acquired. The company on
13.6.2007 completed Share Buyback Pro-
gram through the acquisition of 2.348.291
treasury shares (5.635.898 adjusted af-
ter split of 19.12.2007) which represented
4,82% of the Company share capital.
D) The 2nd Repeat General Meeting of the
Company’s Shareholders that was held on
3 June 2011 deliberated and resolved to:
A) The decrease of the Company’s share
capital by
€
6,030,410.86 through the can-
cellation of 5,635,898 own shares, with
corresponding amendment of article 5 par.
1 of the Company’s Articles of Association.
As a result of the aforementioned decrease,
the Company’s share capital shall amount
