2/5/2018
Invitation to a Separate General Meeting Of Preferred Shareholders
Pursuant to article 4 paragraph 5 of Codified Law 2190/1920 and the Articles of Association and by virtue of resolution dated 28.3.2018 of the Board of Directors, the Shareholders of TITAN CEMENT COMPANY S.A (the Company), holders of preferred shares ( Preferred Shareholders), are hereby invited to a Special General Meeting to be held on Friday, June 1, 2018 at 15:00 hours, at the DIVANI CARAVEL HOTEL ( 2 Vas. Alexandrou Street), Athens.
In case the quorum required by the law and the Articles of Association for the adoption of decision on the item of the Agenda is not achieved, the Preferred Shareholders are hereby invited (without publication of new invitation) to a First Repeat Separate General Meeting to be held on Friday, June 15, 2018, at 13:00 hours in the headquarters of the Company, at 22a Halkidos Street, 11143 Athens.
AGENDA
Reduction of the share capital of the Company by the amount of €42,316,264 with the purpose of capital return to the shareholders, through reduction of the nominal value of each share by €0.50, namely from €3 to €2.50- Amendment of article 5 of the Articles of Association regarding the Capital of the Company
Right to attend the General Meeting
All Preferred Shareholders are entitled to participate in the Separate General Meeting of Preferred Shareholders, provided they are registered as preferred shareholders of the Company in the electronic registry of the Hellenic Exchange – Athens Stock Exchange S.A. (“ATHEX”) on May 27, 2018, i.e. at the beginning of the fifth day prior to the date of the Separate General Meeting (“Record Date”),
Similarly, in the case of a First Repeat Separate General Meeting, all Preferred Shareholders, will be entitled to participate, provided they are registered as preferred shareholders in the electronic registry of ATHEX on June 11, 2018, i.e. at the beginning of the fourth day prior to the date of the First Repeat Separate General Meeting (“Record Date of the First Repeat Separate General Meeting”).
The shareholder status both on the Record Date and on the Record Date of the First Repeat Separate General Meeting will be verified through the direct electronic linkup of the Company with the records of ATHEX.
Please note that the participation in the Separate General Meeting and the First Repeat Separate General Meeting of Preferred Shareholders does not require the blocking of shares or any other procedure restricting the selling or transferring of shares during the period between the Record Date or the Record Date of the First Repeat Separate General Meeting and the date of the relevant Separate General Meeting.
Procedure for the exercise of voting rights through proxies
Preferred Shareholders who are entitled to participate in the Separate General Meeting may vote either in person or by proxy. Each Preferred Shareholder may appoint up to three (3) proxies. Legal entities may participate in the Separate General Meeting by appointing up to three (3) natural persons as their proxies.
Forms for appointment of proxies are available on the Company’s website www.titan-cement.com and in the Company’s Head offices, at 22A Halkidos Street, Athens (Shareholders’ Services Department). These forms, completed and signed, must be submitted to the Company’s Head offices, 22A Halkidos Street, 111 43 Athens (Shareholders’ Services Department) at least three (3) days prior to the date of the Separate General Meeting, i.e. until Tuesday, May 29, 2018 and in case of a First Repeat Separate General Meeting until June 12, 2018 at the latest. Moreover, Preferred Shareholders may within the aforesaid deadlines submit their forms for the appointment of proxies to the Shareholders’ Services Department by email at the address: kalesin@titan.gr or by fax to the number: 0030 210 2583030.
A proxy who acts for more than one shareholder may vote differently for each shareholder. If a shareholder holds preferred shares, which appear in more than one securities’ account, the shareholder may appoint different proxies for the shares which appear in each securities’ account.
Preferred Shareholders may appoint a proxy for one or for more separate general meetings that will take place within a certain period of time.
The proxy votes in accordance with the shareholder’s instructions, if any, and is required to retain his voting instructions for at least one (1) year after the submission of the minutes of the Separate General Meeting to the competent authority or, in case of decision that requires publication, after its registration with the General Commercial Registry (G.E.MI.).
Before the commencement of the Separate General Meeting, the proxy is obliged to disclose to the Company any specific fact, which might be useful to the shareholders, in their assessment of the risk of the proxy serving interests other than their own. Conflict of interest may arise in particular in cases where the proxy: a) is a controlling shareholder of the Company or is a legal person or entity controlled by such shareholder; b) is a member of the Board of Directors or in general of the management of the Company or of a controlling shareholder, or of another legal person or entity controlled by such shareholder; c) is an employee or an auditor of the Company or of a controlling shareholder, or of another legal person or entity controlled by a controlling shareholder; d) is a spouse or a first degree relative of a natural person referred to in cases a to c above.
Minority Rights
According to article 26, paragraph 2b, of Codified Law 2190/1920, all Shareholders are hereby informed that, inter alia, they have the following rights provided for in article 39 paragraphs 2, 2a, 4 and 5, of Codified Law 2190/20:
a. At the request of shareholders representing 1/20 of the paid-up preferred share capital, the Board of Directors is obliged to include additional items in the agenda of the Separate General Meeting, provided that the relevant request is received by the Board of Directors at least 15 days prior to the date of the Separate General Meeting, i.e. until May 17, 2018. The request to have additional items included in the agenda must be accompanied by a justification or by a draft decision to be adopted by the Separate General Meeting. The revised agenda must be published in the same manner as the previous agenda, 13 days before the date of the Separate General Meeting, i.e. until May 19, 2018 and at the same time must be also made available to shareholders on the Company’s website, along with the justification or the draft decision submitted by the shareholders.
b. At the request of shareholders representing 1/20 of the paid-up preferred share capital, at least 6 days before the date of the Separate General Meeting, i.e. until May 26, 2018, the Board of Directors is obliged to provide to Shareholders drafts of decisions on the items, which have been included in the initial or revised agenda, provided that a request to that effect is received by the Board of Directors at least 7 days before the date of the Separate General Meeting, i.e. until May 25, 2018.
c. Following a request submitted by any Shareholder to the Company at least 5 full days prior to the Separate General Meeting, i.e. until May 26, 2018, the Board of Directors is obliged to provide to the Separate General Meeting the requested specific information on the Company’s affairs, to the extent that this may be useful for the assessment of the items on the agenda. The Board of Directors may provide a single response to Shareholders’ requests with the same content. The obligation to provide information does not apply in the event that the information requested is already available on the Company's website, especially in the form of questions and answers.
d. At the request of Shareholders representing 1/20 of the paid-up preferred share capital, submitted at least 5 full days prior to the Separate General Meeting, i.e. until May 26, 2018, the Board of Directors is obliged to announce to the Separate General Meeting the amounts that have been paid during the last two years to each member of the Board of Directors or to the Company’s managers, as well as any benefits that were granted to them for any reason or on the basis of their contract with the Company.
e. At the request of Shareholders representing 1/5 of the paid-up preferred share capital, submitted to the Company at least 5 full days prior to the Separate General Meeting, i.e. until May 26, 2018, the Board of Directors is obliged to provide to the Separate General Meeting information on the course of the corporate affairs and the state of the Company’s assets.
Respective deadlines also apply in the event of a Repeat Separate General Meeting in relation to the exercise of minority rights.
In all above cases, the requesting Preferred Shareholders must demonstrate their status as Preferred Shareholders, as well as the number of shares they hold, at the time of exercise of their right. The Shareholder’s status is certified though online connection with ATHEX.
Available documents and information
The present invitation, any documents to be submitted to the Separate General Meeting, the draft resolutions for the items of the agenda, the proxy forms and any other information as stipulated in Article 27, paragraph 3, of Law 2190/1920, are available at the Company’s website www.titan-cement.com. Furthermore, Shareholders may receive hard copies of the aforementioned documents by the Shareholders’ Services Department (22A Halkidos Street, 111 43 Athens, tel. 0030 210 2591257) or request to receive them by post without any charge.
Athens, 28 March 2018
THE BOARD OF DIRECTORS