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35
Explanatory report
Explanatory report
Information regarding the issues of article 4 paragraph 7-8 of L.3356/2007 of MYTILINEOS Holdings S.A.
This explanatory report of the Board of Directors is submitted to the Ordinary
General Shareholders’ Meeting and contains detailed information regarding the
issues of paragraph 7 and 8 of article 4 L.3356/2007.
Ι. Company’s Share Capital Structure
The share capital of Mytilineos Holding S.A amounts to
€
113.408.386,14, divided
into 116,915,862 registered shares with a nominal value of
€
0.97 each. Each
share provides one voting right.
The shares of Mytilineos Holding S.A are listed on the Securities Market of the
Athens Exchange.
The rights of the Company’s shareholders with respect to their shares are pro-
portional to the share capital stake to which the paid-in share value corresponds.
Each share incorporates all the rights and obligations that are stipulated by the
Law and Company’s Articles of Association, 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 deduction 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 divi-
dend. Dividends are entitled to each shareholder who is registered in the Share-
holders’ Register held by the Company on the date of approval of the financial
statements by the Ordinary General Shareholders’ Meeting. The payment date
and the payment method of the dividend are available through the media ap-
pointed by L. 3556/07. The right to receive payment of the dividend is subject to
a time limitation and the respective unclaimed amount goes to the State upon the
lapse of five (5) 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 Company 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 Directors and the Auditors of
the Company.
• Shareholders participate in the Company’s
General Meeting which constitute the following
rights: in person presence or by delegate, vote, par-
ticipation in discussions, 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 Share-
holders retain all its rights and obligations 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 Company 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 Articles of Association for transfer of shares.
III. Important Indirect/Direct participations
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 pre-
sented in the following table.
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 shareholders, which
would result in restrictions on the assignment of its shares or exercise of the vot-
ing rights stemming from such shares.
VII. Regulations regarding the assignment and
replacement of BoD members and
amendments of the Articles of Association
For the assignment and replacement of BoD mem-
bers 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 Association, the
Company’s Board of Directors has the right, following a relevant deci-
sion 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 share-
holders of the Company on 14.6.2006 and 3.9.2007 the Board of Di-
rectors of the Company: (a) On 5.12.2007 resolved on the specifica-
tion 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 Company 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 paragraphs 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 deci-
sion 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 Shareholders, 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 Shareholders amended the initial decision in
a price range between
€
5 (minimum) and
€
50 (maximum). In the
context of implementing the aforementioned General Meeting deci-
sion, the Company’s BoD defines by resolution, prior to the start of
the individual 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 Program through
the acquisition of 2.348.291 treasury shares (5.635.898 adjusted after
split of 19.12.2007) which represented 4,82% of the Company share
capital.
D) The 1
st
Reiterative Session of the adjourned Ordinary General Meet-
ing dated 06.05.2015, held on 18.05.2015, adopted a resolution for
the reduction of the share capital by the amount of eleven million six
hundred ninety one thousand five hundred eighty six Euros and twenty
eurocents (EUR 11,691,586.20) by means of decrease of the par value
of the one hundred sixteen million nine hundred fifteen thousand eight
hundred and sixty two (116,915,862) Company shares by the amount
of ten eurocents (EUR 0.10) per share, for the purpose of reimburse-
ment of capital by means of payments to shareholders and conse-
quential amendment of the article 5 of the articles of association.
Consequent to the above the share capital of the Company amounts
to one hundred thirteen million four hundred eight thousand three
hundred eighty six Euros and fourteen eurocents (
€
113,408,386.14),
divided into one hundred sixteen million nine hundred fifteen thousand
eight hundred and sixty two (116,915,862) registered shares each of a
par value of ninety seven eurocents (
€
0.97).
E) In accordance with the provisions of Article 16
of Law 2190/1920 as in force, it was decided dur-
ing the Extraordinary General Meeting of the Com-
pany’s shareholders on 7.12.2007 that the Compa-
ny 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 proceed with the pur-
chase 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 objec-
tives, the Company’s Board of Directors established
the basic terms of the transaction by way of its reso-
lution of 5.12.2007, before the beginning of the pro-
gram’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 pro-
gram 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. Follow-
ing the cancellation of 5 635 898 treasury shares in
accordance with the decision taken at the second
iterative General Meeting of the Company’s Share-
holders 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 Company 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 com-
pany’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 Company following a public offer.
X. Agreement between the Company and BoD
members or employees regarding the termina-
tion of their terms / employment
There is no agreement between the Company and
the BoD members or staff providing for the payment
of any compensation specifically in the event of res-
ignation or dismissal without cause, or termination
of their mandate or employment as a result of a Pub-
lic Acquisition Offer
Evangelos Mytilineos
Chairman & Managing Director
MYTILINEOS Holdings S.A.
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%
