Notice of Extraordinary General Shareholder's Meeting of the Company named
“HALCOR METAL WORKS S.A.”
S.A. Reg. No : 2836/06/Β/86/48
No. G.E.M.I 303401000
In compliance with the provisions of the Law and the Articles of Association of the Company, the shareholders of HALCOR, METAL WORKS S.A. are hereby invited, by the Board of Directors, to attend the Company's Extraordinary General Meeting, to be held on Thursday , January 9, 2014 at 10:00 hours at the PRESIDENT HOTEL, 43 Kifissias Avenue, Athens.
SINGLE ITEM ON THE AGENDA
Consultation and decision of the company’s minority shareholders on the submission or not of a mandatory public offer for the entirety of the Company’s shares, by the Belgian company Viohalco SA/NV – Issue of declaration
RIGHT TO ATTEND THE GENERAL MEETING
Any shareholder appears in the file of the Dematerialized Securities System, managed by “HELLENIC EXCHANGES, S.A.” (former Central Securities Depository), in which the Company’s shares are kept, has the right to attend the General Meeting. A certificate in written form issued by the above entity should be used as a proof of the capacity to act as a shareholder, or alternatively the direct access to the electronic files of the entity. This capacity should exist on 04/01/2014 (Registration date), namely at the beginning of the fifth (5th) day before the date of the General Meeting and the pertinent written certificate, regarding the capacity of shareholder, has to reach the Company on 06/01/2014 at the latest, namely on the third (3rd) day before the holding of the General Meeting.
The Company considers as a shareholder having the right to attend the General Meeting and vote, only whoever has the capacity to act as a shareholder at the respective Registration Date. In case the provisions of article 28a of C.L. 2190/1920 have not been followed, the shareholder in question attends the General Meeting only following its relevant permission.
To exercise the rights in question, does not presuppose that the shares of the beneficiary should be blocked or another similar procedure should be followed, limiting the possibility for sale and transfer of the shares during the period of time between the Date of Registration and the General Meeting.
PROCEDURE TO BE FOLLOWED IN ORDER TO EXERCISE VOTING RIGHTS THROUGH A PROXY
The shareholder attends the General Meeting and votes in person or through proxies. Each shareholder can appoint up to three (3) proxies. Corporal bodies can attend the General Meeting by appointing as their proxies up to three (3) natural persons. Nevertheless, in the case the shareholder holds shares of a Company appearing in more than one securities account, the above restriction does not prevent the shareholder from appointing different proxies for the shares appearing in each securities account in respect with the General Meeting. A proxy acting on behalf of more shareholders can give different votes regarding each shareholder. The proxy of a shareholder has to inform the Company, before the General Meeting starts, about any specific fact, which can be useful to the shareholders for the estimation of the risk, regarding the fact that the proxy could serve other parties interests except those of the shareholder. According to the present paragraph a conflict of interest could happen especially when the proxy:
a) He is a shareholder controlling the Company or it is another corporal body or entity, which is controlled by this shareholder.
b) He is a Board of Directors member or in the Company’s management, in general, or a shareholder, who exercises control of the Company or other corporal body or entity controlled by a shareholder, who exercises control the Company.
c) He is an employee or certified auditor of the Company or a shareholder having control of the Company or other corporal body or entity controlled by a shareholder, who has control of the Company.
d) He is married to or he is a first degree relative of one of the natural persons mentioned in the cases (a) to (c).
The appointment or recalling of the shareholder’s proxy is executed in writing and notified to the Company, through the same procedure, at least three (3) days before the date of the General Meeting.
The Company will make available in its web site (www.halcor.gr) the form to be used for the appointment of a proxy. This form is to be submitted filled and signed by the shareholder to the Company’s Investors Relations Service at the address: 16 Himaras street, 15125 Maroussi or sent by fax at the no +302106861347 at least three (3) days before the holding of the General Meeting. The beneficiary is called to take care to reconfirm the successful delivery of the form appointing the proxy to the Company at the phone no +302106861349, Mr. Konstantinos Kanellopoulos.
Each share issued by the Company has one voting right.
It is not provided by the Company’s Articles of Association the possibility to attend the General Meeting through electronic means, without the natural presence of the shareholders in the place of its holding or the possibility to participate in voting at a distance.
MINORITY SHAREHOLDERS RIGHTS
According to the provisions of article 26 of C.L. 2190/1920 as it is in force today the Company informs its shareholders the following.
a) Following an application of shareholders representing 1/20 of the Company’s paid up share capital the Company’s Board of Directors has the obligation to include in the Agenda additional items, in the case the pertinent application reaches the Board until 25/12/2013 namely at least fifteen (15) days before the General Meeting. The application for the registration of additional items in the Agenda should be accompanied by a relevant justification or a draft resolution for approval by the General Meeting. The revised Agenda is published in the same way with the previous agenda, namely on 27/12/2013 thirteen (13) days before the date of the General Meeting and at the same time it is made available to the shareholders, at the Company’s web site, together with the justification and the draft decision submitted by the shareholders, according to the provisions of art. 27 par.3 of C. L. 2190/1920.
b) Following an application of shareholders representing 1/20 of the paid up share capital the Board of Directors makes available to the shareholders, according to the provisions of art. 27 par. 3 of C. L. 2190/1920, at the latest until 03/01/2014 namely six (6) before the date fixed for the General Meetings holding the draft resolutions regarding the items included in the initial or the revised agenda, if the application reaches the Board of Directors until 02/01/2014 namely at least seven (7) days before the date of the General Meeting.
c) Following an application submitted to the Company by any shareholder until 03/01/2014, namely at least five (5) full days before the General Meeting, the Board of Directors has to provide to the General Meeting the specific information requested, regarding the Company’s affairs, at the extent that those could be useful to a substantial estimation of the items of the agenda.
The Board of Directors can provide a uniform answer to shareholders’ application having the same contents. There is no obligation to provide information already available in the Company’s web site, especially in question – answer form.
In all the above cases the Board of Directors can deny to provide the information, due to a substantial reason, which should be mentioned in the minutes.
d) Following an application of shareholders representing one fifth (1/5) of the paid up share capital, submitted to the Company until 03/01/2014, namely at least five (5) days before the General Meeting, the Board of Directors should provide to the General Meeting information regarding the Company’s business and assets. The Board of Directors can deny providing the information, due to a substantial reason, which should be mentioned in the minutes.
The above mentioned time limits to exercise the minority rights are also applicable in the case of Repeat General Meetings.
In all the above mentioned cases the shareholders submitting an application have to prove the fact that they are shareholders of the Company, as well as the number of shares they own, when they proceed to exercise their relative right. Such proof can be a certificate issued by the entity, where the securities are kept or by direct electronic contact between the entity and the Company.
DOCUMENTS AND INFORMATION AVAILABLE
The information provided by the article 27 par.3 of C.L. 2190/1920 (the text of the Notice for the Extraordinary General Meeting, the total number of the Company’s shares and the respective voting rights, comments of the Company’s Board of Directors on the items of the agenda, the form appointing a proxy) will be available, in electronic form, in the Company’s web site, www.halcor.gr. Copies of the above documents will be available in the offices of the Company’s Investors Relations Service, at the address: 16 Himaras Street, 15125 Maroussi.
Athens, 5 December 2013