ANNOUNCEMENT

 

RESOLUTIONS OF THE EXTRAORDINARY GENERAL MEETING

OF THE COMPANY'S SHAREHOLDERS. 

 

 

“HALCOR METAL WORKS S.A.” announces that, on Wednesday, November 22nd  2017, at 10:00 p.m., the Extraordinary General Meeting of the Company's shareholders was held at the “WYNDHAM GRAND ATHENS” hotel, 2, Megalou Alexandrou. In the General Meeting participated nine (9) shareholders, representing 69.231.541 shares, of the total 101.279.627 Company's shares, that is 68,36% of the Company's share capital. The following resolutions on the Agenda items were adopted by the General Meeting of the Company's shareholders:

 

1)The Approval: a) of the Draft Terms of the Merger, dated 26/09/2017, through absorption of the company “ELVAL HELLENIC ALUMINIUM INDUSTRY S.A.” by the company “HALCOR METAL WORKS S.A.”, b) of the explanatory report of the  Board of Directors on the above Draft Terms of Merger, in accordance with article 69 par. 4 of the C.L. 2190/1920 and article 4.1.4.1.3 of the Athens Exchange Rulebook, c) of the report of the audit firm “ABACUS CERTIFIED AUDITORS ACCOUNTANTS S.A.” in compliance with article 71 of  C.L. 2190/1920 in  order to ascertain the book value of the assets of the merging companies, d) of the report of the independent audit firm  “TMS Certified Public Accountants S.A.” on the valuation of the merging companies, in accordance with article 4.1.4.1.3 of the Athens Exchange Rulebook and e) of the merger of the companies, as above.

 

Voted: 69.231.541 (i.e. 100% of the represented share capital), votes in favour: 69.231.541 (i.e. 100% of the represented share capital).

 

2)The Company's share capital increase, following the absorption of the company "ELVAL HELLENIC ALUMINIUM INDUSTRY S.A." and  capitalisation of share premium, the increase of the nominal value of the Company's shares and issue of new shares and finally, the amendment of the pertinent article 5 of the Company's Articles of Association.

 

Voted: 69.231.541 (i.e. 100% of the represented share capital), votes in favour: 69.231.541 (i.e. 100% of the represented share capital).

 

3) The amendment of articles 1 (corporate name), 3 (company's duration), 4 (corporate object) of the Company's Articles of Association.

 

Voted: 69.231.541 (i.e. 100% of the represented share capital), votes in favour: 69.231.541 (i.e. 100% of the represented share capital).

 

4) The granting of authorizations to: (a) Mr. Nikolaos Koudounis and Mr. Ioannis Panagiotopoulos to act, jointly or separately, in order to implement the merger and the amendments of the Company's Articles of Association by signing all necessary documentation and undertaking all necessary steps and actions vis-a-vis third parties and the Greek Authorities and (b) the Company's Board of Directors to settle, at its own discretion, any fractional rights that may result from the exchange of shares of the merging companies, as provided for in the Greek legislation.

 

Voted: 69.231.541 (i.e. 100% of the represented share capital), votes in favour: 69.231.541 (i.e. 100% of the represented share capital).

 

5) The election of a new fourteen-member-Board of Directors of the Company for a one - year - term to be extended, ipso iure (automatically), according to article 11 par. 2 of the Company's Articles of Association, up to the Ordinary General Meeting of the Company's shareholders to be held, in 2019, at the latest by the tenth (10th) calendar day of the ninth (9th) month (September) of this year.  The new elected  Board of Directors of the Company consists of the following Members:

 

Members

 

1. Theodosios Papageorgopoulos
2. Nikolaos Koudounis
3. Periklis Sapountzis
4. Georgios Katsampas
5. Ioannis Panagiotopoulos
6. Lampros Varouchas
7. Dimitrios Kyriakopoulos
8. Konstantinos Katsaros
9. Stavros Voloudakis
10.  Patrick Kron
11. Elias Stassinopoulos
12. Eftychios Kotsampasakis

 

 

Independent Members

 

13. Andreas Kyriazis
14. Nikolaos Galetas

 

Voted: 69.231.541 (i.e. 100% of the represented share capital), votes in favour: 69.231.541 (i.e. 100% of the represented share capital).

 

 

6) The election of members of the Audit Committee, according to article 44 of Law 4449/2017, as follows:

 

1. Andreas Kyriazis,  Independent Non-Executive Member
2. Nikolaos Galetas, Independent Non-executive Member
3. Ioannis Panagiotopoulos, Non-executive Member

 

 

Voted: 69.231.541 (i.e. 100% of the represented share capital), votes in favour: 69.231.541 (i.e. 100% of the represented share capital).

 

Finally, pursuant to article 18 par. 7 of C.L. 2190/1920, the Chairman of the General Meeting announced to the shareholders that, by operation of a Board of Directors resolution, dated July 7, 2017, Mr. Georgios Katsampas was elected as a new Member of the Company's Board of Directors in order to replace the deceased Constantine Bakouris for the remaining term of the deceased.