Annual Report of the BoD

Annual Report 2012

Explanatory Report of the Board of Directors

1. Structure of the Company’s share capital
The Company’s share capital amounts to Euro 338,530,112, divided among 84,632,528 shares with a nominal value of 4 Euro each, of which 77,063,568 are common shares representing 91.057% of the total share capital and 7,568,960 are preferred shares without voting rights, representing 8.943%, approximately, of the total share capital.read more >


2. Limitations on transfer of Company shares
The Company shares are freely negotiable in the Athens Exchange and are transferred as provided by the law. The Articles of Association of the Company do not provide any restrictions on the transfer of shares.

 

3. Significant direct or indirect holdings in the sense of articles 9 to 11 of Law 3556/2007

On 31.12.2012 the following shareholders held more than 5% of the total voting rights in the Company: “E.D.Y.V.E.M. Hellenic Construction Materials, Industrial, Commercial Transportation Public Company Limited”, holding 11.16% of the total voting rights in the Companyread more >


4. Shares conferring special control rights
None of the Company shares carry any special rights of control.

 

5. Limitations on voting rights
With the exception of the preferred non- voting shares, the Articles of Association of the Company make no provision for any limitations on voting rights.

 

6. Agreements among Company shareholders, which are known to the Company and entail limitations on the transfer of shares or on the exercise of voting rights
It is known to the Company that the Statutes of “E.D.Y.V.E.M. Hellenic Construction Materials, Industrial, Commercial Transportation Public Company Limited” of Nicosia - Cyprus, holding in total 8,600,000 common Company shares, which represent 11.16% of the total voting rights in the Company and which have been contributed to itread more >


7. Rules for the appointment and substitution of Directors and for the amendment of the Articles of Association, which depart from the provisions of Codified Law 2190/1920
The Company’s Articles of Association (article 25), within the powers granted under Codified Law 2190/1920, as in force following the enactment of Law 3604/2007, provide the following regarding the appointment and substitution of its Directors: read more >


8. Competence of the Board of Directors or of the appointed members thereof for the issuing of new shares or the purchase of own shares of the Company pursuant to article 16 of Codified Law 2190/1920
According to the provisions of article 6 par. 3 of the Company’s Articles of Association, the General Meeting may, by a resolution passed by the extraordinary quorum and majority of article 20 of the Articles of Association, delegate to the Board of Directors the power to increase the share capital by its own decision, pursuant to the provisions ofread more >


9. Significant agreements put in force, amended or terminated in the event of a change in the control of the Company, following a public offer
The Company has no agreements which become effective, are amended or terminated in the event of a change in the control of the Company specifically following a public offer. It should be noted, though, that there are loan and other agreements in place, which provide, as it is common in such agreements, the right of the counterparty, lending bank orread more >


10. Significant agreements with members of the Board of Directors or employees of the Company
The Company has no significant agreements with members of the Board of Directors or its employees providing for the payment of compensation, especially in the case of resignation or dismissal without good reason or termination of their period of office or employment due to of a public offer.