MYTILINEOS GROUP | ANNUAL REPORT 2012 - page 45

Annual Financial Report for the period from 1st of January to the 31st of December 2012
43
restrictions set by the Articles of Association for transfer of shares.
III. Important Indirect/Direct participations according to articles 9-10 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%
16,09%
Ioannis Mytilineos
19.201.219
16,42% 17,15%
MYTILINEOS SA HOLDINGS (own shares)
4.972.383
4,25%
0,00%
42.190.280
36,08%
33,24%
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 voting 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 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) of C.L. 2190/1920 and the article 5 of the Articles
of Association, the Company’s Board of Directors has the right, following 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 Company
and its affiliates. According to the above decision, there are 28 beneficiaries with up to 171.715 corresponding call
options for the current year. It is noted that the beneficiaries of the program did not exercise their rights in 2008.
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 decision of the General
Meeting until the 10% of total shares, in order to support the stock exchange price. In the Meeting held on
1...,35,36,37,38,39,40,41,42,43,44 46,47,48,49,50,51,52,53,54,55,...148
Powered by FlippingBook