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TITAN CEMENT COMPANY S.A.
NOTICE OF DECISIONS TAKEN BY THE ORDINARY GENERAL MEETING ON 20.5.2008
322 shareholders representing 43,120,141 common registered shares, of a total of 76,963,614 common registered shares, lawfully attended the Ordinary General Meeting of Shareholders held in Athens on 20.5.2008 at the Grand Bretagne Hotel, and consequently there was a 56.03% quorum of the paid-up share capital. 56 shareholders representing 4,106,492 preference shares without voting rights, of a total of 7,568,960 preference shares without voting rights, were also in attendance. The Meeting discussed the 8 first items on the agenda and took decisions as follows:
ITEM 1: Submission of the annual financial statements and annual consolidated financial statements of the Company for the year 2007 along with the reports of the Board of Directors and Auditors, and the profit distribution recommendation.
It was decided by 43,120,141 votes (100% majority) to approve the annual financial statements, and the reports prepared by the Board of Directors and the Auditors, and to distribute a dividend of € 0.75 per share (for both ordinary and preference shares). Those persons entitled to receive a dividend are shareholders at the close of the ATHEX session on 21.5.2008. From 22.5.2008 shares in the company will be traded on ATHEX without any right to receive a dividend. The start date for payment of the dividend is 30.5.2008. The dividend will be paid in accordance with the procedure laid down in Article 329 of the Athens Stock Exchange Rules and Article 39 of the D.S.S and will be increased by the dividend corresponding to Company shares held by the Company, namely by € 0.019 per share, and consequently the total amount to be collected by shareholders will be € 0.769 per share. The paying bank is Alpha Bank which shall pay out the dividends as follows: 1. to the brokers (custodians - securities firms) of those shareholders entitled to receive the dividend provided they have been granted collection rights. 2. To shareholders themselves via the Alpha Bank network of branches, upon presentation of their ID card and the particulars of the DSS account, if their portfolio is held at the Central Securities Depository (now Hellenic Exchanges S.A.) or they have not granted or have revoked authorisation for their broker to collect the dividend. Dividends can be collected by a third party where, in addition to the above, an authorisation with full particulars of the beneficiary is submitted with the signature of the beneficiary having been authenticated by the police or other competent authority.
ITEM 2: Release of members of the Board of Directors and auditors from all liability to pay compensation for year 2007
It was decided by 36,512,960 of the votes represented at the Meeting (a 84,68% majority ) to release members of the Board of Directors and auditors from all liability to pay compensation for the 2007 accounting period. It should be noted that 6,607,181 shares (15.32% of the shares represented at the Meeting) were not entitled to participate in the voting as they were represented at the Meeting by members of the Board and Company employees who according to the law are allowed to vote for the release of the Board members only with the shares they own and not with shares represented by them but owned by other shareholders
ITEM 3: Approval of remuneration of the members of the Board of Directors.
Payment of the following amounts during the 2008 accounting period was approved by 43,120,141 votes (100% majority) :
a. A total gross amount of € 288,000 to members of the Board of Directors for their involvement in it (a net amount of € 14,400 to each member).
b. An additional gross amount of € 38,400 to the Audit Committee (a net amount of € 9,600 to each member).
c. An additional gross amount of € 19,200 to the Pay Committee (a net amount of € 4,800 to each member).
d. An additional gross amount of € 19,200 to the Candidate Selection and Corporate Governance Committee (a net amount of € 4,800 to each member).
ITEM 4: Election of ordinary and deputy auditors for the year 2008 and fixing of their fee.
It was decided by 43,120,141 votes (100% majority) to elect the company Ernst & Young with the ordinary auditor-accountant being Mr. Christos Glavanis, son of Michalis, and the deputy auditor-accountant being Ms. Sofia Kalomenidou, daughter of Georgios, to audit the Company’s financial statements and the Group’s consolidated financial statements for the 2008 accounting period, and to set their fee for the company financial statements at € 142,570 + VAT and for the consolidated financial statements at € 134,540 + VAT.
ITEM 5: Granting of permission in line with Article 23(1) of Codified Law 2190/20 to the members of the Board of Directors and Company managers to participate in the Boards of Director or management of other Group companies which seek similar or related objectives.
It was decided by 43,094,269 of the votes represented at the meeting (a 99.94% majority) to grant permission in line with Article 23(1) of Codified Law 2190/1920 to members of the Board and Company managers to participate in the Boards of Directors or management of companies in the Group which seek objectives similar or related to those of the Company.
ITEM 6: Acquisition of Company Shares (common and preference shares) by the Company in accordance with Article 16 of Codified Law 2190/1920.
It was decided by 43,120,141 votes (100% majority) to purchase Company treasury stock (ordinary and preference shares) in accordance with the provisions of Article 16 (1) of Codified Law 2190/1920 directly or indirectly up to 10% of the paid-up share capital over the period from 20.5.2008 to 20.5.2010 at a minimum purchase price of € 4 per share and a maximum purchase price of € 50 per share.
ITEM 7: Decision concerning the Company sending information to shareholders via electronic media (Article 18 of Law 3556/2007).
It was decided by 43,120,141 votes (100% majority) that in accordance with Article 18 of Law 3556/2007 the Company could send information to shareholders via electronic media.
ITEM 8: Increase of the Company Share Capital by € 169,065,148 by capitalising reserves (the special untaxed reserve under Article 20 of Law 1892/1990, and the reserve from value adjustment of real estate properties in line with the provisions of Law 2065/1992, presented in the ‘Retained Earnings’ account, in the published IAS-compliant financial statements, and part of the special taxed reserves) and increase in the nominal value of all shares from € 2 to € 4 per share. Amendment of Article 5 of the Articles of Association on share capital.
It was decided by 43,120,141 votes (100% majority) to (a) increase the Company’s share capital by € 169,065,148 by capitalising reserves and increasing the nominal value of all shares from € 2 to € 4 per share and (b) to amend Article 5 of the company’s Articles of Association accordingly.
In particular, it was decided to capitalise the following reserves: a. the sum of € 22,971,655 from the special tax-free reserve under Article 20 of Law 1892/1990 and b. the sum of € 2,844,593.71 from the reserve from value adjustment of real estate properties in line with the provisions of Law 2065/1992 and c. the sum of € 143,248,899.28 which is part of the special taxed reserve.
Following the said increase which has been decided on, the Company’s share capital will amount to €338,130,296 divided into 84,532,574 shares with a nominal value of € 4 each, of which 76,963,614 are common shares and 7,568,960 are preference shares without voting rights.
Due to failure to obtain the qualified 2/3 majority of the paid-up share capital required by law and the Articles of Association, discussion and the taking of decisions on Item 9 on the agenda ’Amendment of Article 2 of the Articles of Association on scope, harmonisation of the entire Articles of Association with the new provisions of Codified Law 2190/1920 after Law 3604/2007, supplementation, abolition and renumbering of provisions and articles thereof and production of single, consolidated text’, and Item 10 ‘Amendment of the current stock option plans for 2004 and 2007’ was postponed.
Discussion and decision-making on these matters will take place at the 1st Repeat General Meeting of Shareholders which will take place on Wednesday, 4 June 2008 at 13:00 hours in Athens at the Grand Bretagne Hotel, Syndagma Square (entrance via Panepistimiou St.) in line with the decision of the Board of Directors dated 17.4.2008, without any new invitation being published.