45
44
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to
€
119,142,830.80, divided into 111,348,440 registered shares with a
nominal value of
€
1.07 each. B) The increase of the Company’s share
capital by the amount of
€
5,957,141.54 through capitalization of re-
serves against the issue of 5,567,422 new shares, with corresponding
amendment of article 5 of the Company’s Articles of Association. As
a result of the aforementioned increase, the Company’s share capital
shall amount to
€
125,099,972.34, divided into 116,915,862 registered
shares with a nominal value of
€
1.07 each.
E) In accordance with the provisions of Article 16 of Law 2190/1920
as in force, it was decided during the Extraordinary General Meeting
of the Company’s shareholders on 7.12.2007 that the Company would
acquire 5.18% of its total shares through the Athens Stock Exchange,
amounting to 6 053 907 treasury stock whose purchase prices ranged
from a minimum of
€
2.08 to a maximum of
€
25 (the amounts were
readjusted by way of the stock split of 19.12.2007). The right to pro-
ceed with the purchase for which the aforementioned approval was
given will last for 24 months. In order to implement the above General
Meeting decision, the purpose of which was to promote strategic and
business objectives, the Company’s Board of Directors established
the basic terms of the transaction by way of its resolution of 5.12.2007,
before the beginning of the program’s implementation. In particular,
said resolution established the maximum number of treasury stock to
be acquired, the maximum and minimum prices and the time period
during which the shares would be purchased. From the date on which
the program commenced until 31.12.2010, the Company held a total
of 10 371 501 treasury shares, which corresponded to 8.87% of its
share capital. Following the cancellation of 5 635 898 treasury shares
in accordance with the decision taken at the second iterative General
Meeting of the Company’s Shareholders on 3rd June 2011, and until
17.10.2013, the Company held a total of 4 972 383 treasury shares,
corresponding to 4.25% of its share capital. On 18.10.2013, the Com-
pany sold those 4 972 383 treasury shares, which corresponded to
4.25%, at the price of
€
5.13 per share.
IX. Important agreement which is amended
/ terminated in case a change arises in the
company’s control following a public offer
There are no agreements which enter into
force, are amended or terminated in the
event of change in the control of the Com-
pany following a public offer.
X. Agreement between the Company and
BoD members or employees regarding the
termination of their terms / employment
There is no agreement between the Com-
pany and the BoD members or staff pro-
viding for the payment of any compensa-
tion specifically in the event of resignation
or dismissal without cause, or termination
of their mandate or employment as a result
of a Public Acquisition Offer
Evangelos Mytilineos
Chairman & Managing Director
MYTILINEOS Holdings S.A.
Explanatory report
