MYTILINEOS GROUP | ANNUAL REPORT 2013 - page 46

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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 €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 Market 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 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 or 6% of the paid in capital (and in
particular the larger of the two amounts) 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 financial
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 payment 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 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, participation 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 Shareholders 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.
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