(i) The shareholders exercise the rights relevant to the company’s administration only with their participation in the General Assembly. Each share provides the right of one vote in the General Assembly without prejudice to article 16, C.L. 2190/1920, as currently in force.
(ii) Any person appearing as a shareholder in the registry of the Dematerialized Securities System managed by HELLENIC EXCHANGES SA (HELEX), in which the shares of the Company are recorded, is entitled to participate in the General Assembly. Proof of shareholder status should be made by presenting relevant written certification from HELEX or alternatively with direct electronic link-up of the company with the records of the Dematerialized Securities System. Shareholder proof status should exist in the beginning of the fifth (5th) day prior to the general assembly (recording date) and the relevant written certification in proof of the shareholder status issued by HELEX must have been received by the Company by the third (3rd) day before the date of the General Assembly.
(iii) The Company considers that only a party having the shareholder’s capacity on the recording day of the list has the right to participate and vote. Shareholders who do not comply with the provisions of article 28a of the Codified Law 2190/1920 may participate in the General Assembly only after the Meeting has authorized them to do so.
(iv) It is noted that in order to exercise the said rights (participation and voting), it is not necessary to block the shares or follow any other similar procedure that may restrict the ability to sell and transfer shares in the period between the Record Date and the date of the General Assembly.
(v) The shareholder may participate in the General Assembly and may vote either in person or by proxy. Each shareholder may appoint up to three (3) proxy holders. Legal entities may participate in the General Meeting by appointing up to three (3) natural persons as proxy holders. Prior to the commencement of the General Meeting proceedings, the proxy holder must disclose to the Company any particular facts that may be of relevance for shareholders in assessing the risk that the proxy holder may pursue interests other than those of the shareholder. Within the meaning intended in this paragraph, a conflict of interest may arise in particular when the proxy holder: (a) is a controlling shareholder of the Company or is another entity controlled by such shareholder; (b) is a member of the board of directors or the broader management of the Company, or of a controlling shareholder or an entity controlled by such shareholder; (c) is an employee or an auditor of the Company, or a controlling shareholder or an entity controlled by such shareholder; (d) is a spouse or close relative (1st degree) of a natural person referred to in (a) to (c) hereinabove. The appointment and revocation of appointment of a proxy holder shall be made in writing and shall be notified to the Company in writing at least three (3) days prior to the date of the General Assembly.
(vi) Participation from a distance in the voting during the shareholders’ general assembly is possible either by using electronic means or voting by mail by sending the items of the agenda to the shareholders along with the relevant vote forms on these items.
(i) Ten (10) days before the ordinary General Assembly, each shareholder can take the annual financial statements and the relevant reports of the Board of Directors and the auditors from the company. These documents should have been timely submitted by the Board of Directors to the Company’s office.
(ii) After the request of shareholders representing at least one twentieth (1/20) of the paid Share Capital, the Board of Directors is obliged to call an Extraordinary General Assembly setting a date which is not more than forty five (45) days from the day the application was served to the President of the Board of Directors. The application should accurately determine the item on the agenda. If a General Assembly is not called by the Board of Directors within twenty (20) days from serving the relevant application, the assembly is convened by the applicant shareholders at the company’s expenses with the decision issued by the Single-Member First Instance Court of the company’s seat according to the interim measures procedure. This decision sets the location and the time of the assembly and the agenda.
(iii) After the request of shareholders representing at least one twentieth (1/20) of the paid Share Capital, the Board of Directors is obliged to include additional items in the agenda of a general assembly, already called, if the said request is communicated to the Board of Directors at least fifteen (15) days prior to the general assembly. The additional items should be published or made public with the responsibility of the Board of Directors, under article 26, Codified Law 2190/1920, at least seven (7) days before the general assembly. If these items are not published, the applicant shareholders are entitled to ask the postponement of the general assembly under paragraph 3, article 39, Codified Law 2190/1920 and proceed with the publication according to the previous section, at the Company’s expenses.
(iv) After the request of shareholders representing at least one twentieth (1/20) of the paid Share Capital, the Board of Directors puts at the disposal of the shareholders, under article 27, para 3, C.L. 2190/20, at least six (6) days before the date of the general assembly, draft resolutions on items included in the initial or possible revised agenda, if the relevant request is communicated to the Board of Directors at least seven (7) days prior to the date of the general assembly.
(v) If any shareholder requests, and provided that the said request is filed with the Company at least five (5) full days prior to the General Assembly, the Board of Directors is obliged to provide the General Assembly with the specific requested information regarding the affairs of the Company, insofar as such information is relevant to a proper assessment of the items on the daily agenda.
(vi) After the request of shareholders representing at least one twentieth (1/20) of the paid Share Capital, the Chair of the General Assembly is obliged to postpone once taking decisions in the Ordinary or Extraordinary General Assembly for all or specific items, setting as a date of a decision-making meeting the one on the shareholders’ application, which, though, cannot be more than thirty (30) days away from the postponement day. The general assembly following a postponement is the continuation of the previous one and there is no need to repeat the publication formalities of the shareholders’ invitation. New shareholders can also participate, by observing the provisions of articles 27, para 2 and 28a of C.L. 2190/1920.
(vii) After the request of shareholders representing at least one twentieth (1/20) of the paid Share Capital, the Board of Directors is obliged to announce to the ordinary general assembly the amounts paid in the last two years to each member of the Board of Directors or the company’s directors/ managers and any benefit given to these parties for any reason or as a result of an agreement made with the company. Furthermore, following the application of any shareholder submitted to the company at least five (5) full days before the general assembly, the Board of Directors is obliged to give the general assembly the applied-for specific information to the degree this information is useful for the real assessment of the items on the agenda. The Board of Directors may decline to provide such information citing sufficient material grounds, and this should be recorded in the minutes. Such a reason could be, depending on the specific cases, the representation of the applicant shareholders in the board of directors pursuant to paragraphs 3 or 6 of article 18, C.L. 2190/1920, as currently in force. The Board of Directors may provide a single answer to shareholders' requests that are of similar content. The obligation to provide information does not apply in the event that such information is already available through the Company's website, particularly in the case of frequently asked questions.
(viii) After the request of shareholders representing one fifth (1/5) of the paid-up capital of the Company, and provided that the said request is given to the Company at least five (5) full days prior to the General Assembly, the Board of Directors is obliged to provide the General Assembly with information on the course of the business affairs and financial status of the Company. The Board of Directors may decline to provide such information citing sufficient material grounds, and this should be recorded in the minutes. Such a reason could be, depending on the specific cases, the representation of the applicant shareholders in the board of directors pursuant to paragraphs 3 or 6 of article 18, C.L. 2190/1920, as currently in force. provided the members of the Board of Directors have received the relevant information in an adequate way.
(ix) After the request of shareholders representing at least one twentieth (1/20) of the paid share capital, a decision on any item on the agenda of the General Assembly is taken by a roll-call vote.
(x) Company’s shareholders representing at least one twentieth (1/20) of the paid share capital have the right to ask the Single-Member First Instance Court of the region where the company has its seat, for an audit of the company, and the Court applies the voluntary jurisdiction procedure. The audit is ordered if there is the possibility of actions that violate the provisions of the law or the company’s articles of association or decisions of the General Assembly.
(xi) Company’s shareholders representing at least one fifth (1/5) of the paid share capital have the right to ask the court of the previous paragraph for an audit of the company, provided that it is believed that the management of the corporate affairs is not applied as imposed by the prudent and sound management principle. This provision is not applied in the cases the minority asking for the audit is represented in the Company’s Board of Directors.
Initiation of Own Share Buyback Program
Metlen, following the 23.03.2022 decision of the Extraordinary General Meeting to renew the approval and terms for acquisition of own shares for an additional twenty-four (24) months period (extension of the program decided on the Extraordinary General Meeting, held on 27.03.2020), may acquire own shares and the total nominal value of the acquired shares (including the shares that the Company has already acquired and holds) shall not exceed 10% of the Company’s paid up share capital, i.e. a total of up to 14,289,116 (142,891,161 Χ 10%) shares. The new purchases, up to completion of 10% of the Company’s paid up share capital, will be effected within a price range between €0.97 (minimum price) and €25 (maximum price) per share, for a period of 24 months as of the date of the aforementioned shareholders’ extraordinary general meeting resolution, i.e. until 23.03.2024.
The own shares that the Company holds at any given time (including the own shares that the Company has already acquired and holds) are intended for any purpose and use permitted by and in compliance with the law (including, indicatively but without limitation, reduction of share capital and cancellation, or/and distribution to personnel or/and members of the management of the Company or/and of any affiliated company).
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.
| Use | Dividend/Share | Ex Dividend Date | Payment Date |
|---|---|---|---|
| 2023 | 1.55 | 6/26/2024 | 7/2/2024 |
| 2022 | 1.24 | 6/27/2023 | 7/3/2023 |
| 2021 | 0.42 | 6/24/2022 | 7/1/2022 |
| 2020 | 0.36 | 6/24/2021 | 7/1/2021 |
| 2019 | 0.36 | 6/24/2020 | 7/1/2020 |
| 2018 | 0.36 | 6/26/2019 | 7/2/2019 |
| 2017 | 0.32 | 6/11/2018 | 6/15/2018 |
| 2008 | 0.1 | 5/11/2009 | 5/19/2009 |
| 2007 | 0.51 | 5/12/2008 | 5/20/2008 |
| 2006 | 0.6 | 4/26/2007 | 5/7/2007 |
| 2005 | 0.4 | 5/18/2006 | 5/26/2006 |
| 2004 | 0.2 | 5/24/2005 | 6/16/2005 |
| 2003 | 0.1 | 6/25/2004 | 8/2/2004 |
| 2002 | 0.05 | 6/26/2003 | 8/1/2003 |
| 2001 | 0.06 | 7/1/2002 | 8/12/2002 |
| 2000 | 0.29 | 7/2/2001 | 8/6/2001 |
| 1999 | 0.15 | 6/29/2000 | 8/7/2000 |
| 1998 | 0.09 | 7/26/1999 | 7/26/1999 |
| 1997 | 0.09 | 5/18/1998 | 5/18/1998 |
| 1996 | 0.15 | 7/9/1997 | 7/9/1997 |
| 1995 | 0.21 | 5/27/1996 | 5/27/1996 |
| 1994 | 0.88 | 12/31/1994 | 12/31/1994 |
| DATE | CORPORATE BODY | |
|---|---|---|
| According to the Company's statutes, the initial share capital was four hundred million drachmas (400.000.000), divided into (400.000) in nominate shares, of nominal and sale value 1,000 drc each. | ||
| 12.05.1992 | BoD | There was a Share Capital increase by GRD 100.000.000 through payment in cash and the issue of 100.000 thousand innominate shares, of a nominal and sale value GRD 1,000 each |
| 20.06.1994 | GM | There was an increase of the Share Capital by GRD 1,846,000 a. through a capitalization of the surplus value obtained by the revaluation of the Company's fixed assets |
| b. Through cash payment of GRD 1,364, with the issue of 1,846 new innominate shares, of a nominal value GRD 1.000 each. | ||
| 15.09.1994 & 06.02.1995 | GM | a. Devaluation of each Company's share from GRD 1,000 to GRD 250. Thus, four new shares had the value of one old. |
| Share Capital increase by GRD 85,405,000 through the issue of 341,620 new common shares of a nominal value GRD 250 and sale value GRD 1,200 each. This capital increase was covered by a public offer for subscription and import of all shares to the Parallel Market of the Athens Stock Market. A reserve fund of GRD 324,539,000 was created through a share premium account. | ||
| 25.10.1996 | GM | a. Each share's nominal value was lowered from GRD 250 into GRD 100. |
| b. The total shares number increased by 3,523,506 and reached 5,872,510. The new shares were distributed for free (three new ones for every two old). | ||
| 17.06.1997 | GM | A Share Capital increase by GRD 88,088,000 through payment in cash and the issue of 880,880 new common innominate shares, of a nominal value GRD 100 each and sale value GRD 3,300 each. Distribution of the new shares through a public offer for subscription. For this reason, the old shareholders waived their preemption right. The transfer of the Company's share from the Parallel to the Main Market of the Athens Stock Exchange. |
| 11.11.1997 | GM | Through a capitalization of the surplus value which resulted by the revaluation of the Company's fixed assets according to law 2065/1992 (GRD 93,097,955), and a partial capitalization of the share premium account (GRD 1,257,580,045). Thus, the total share capital increase was GRD 1,350,678,000 through an issue of 13,506,780 new common in nominate shares, of a nominal value GRD 100 each. The new shares were distributed for free to the old shareholders (two new shares for each old one). |
| 28.07.1998 | GM | a. A Share Capital increase by GRD 16,208,136,000 through a cash payment and the issue of 16,208,136 new common innominate shares, of a nominal value GRD 100 and sale value GRD 1,000 each. The new shares were distributed through a preemption right to the existing shareholders of the Company (eight new for each ten old). |
| b. A Share Capital increase by GRD 405,203,400 through a capitalization of the share premium account, and the issue of 4,052,034 new common innominate shares, of a nominal value GRD 100 each. The new shares were distributed for free to the old shareholders (two new shares for each ten old). | ||
| 12.07.1999 | GM | A Share Capital increase by GRD 4,052,034,000 through an issue of 40,520,340 new common innominate shares, of a nominal value GRD 100 and sale value GRD 1,250 each. The new shares were distributed through a preemption right in favor of the old shareholders (one new share for each one old). A conversion of the Company's innominate shares into nominal and the relevant modification of the article 6 of the statutes, based on the clauses of law 2328/95 (article 15). |
| 28.06.2000 | GM | a. An increase of the share's nominal value from GRD 100 to GRD 200. |
| b. Thus, the Company's share capital reached GRD 8,104,068,000, divided into 40,520,340 dematerialized shares, of a nominal value GRD 200 each. | ||
| 01.09.2001 & 29.06.2001 | GM | An increase of the GRD 8,104,068,000 Share Capital through a capitalization of the surplus value obtained from the revaluation of the Company's fixed assets (GRD 180,315,513) through an increase of the share's nominal value from GRD 200 into GRD 204.45. The conversion of the Share Capital and the share's nominal value into euro |
| 03.09.2007 | GM | An increase of the GRD 8,104,068,000 Share Capital through a capitalization of the surplus value obtained from the revaluation of the Company's fixed assets (GRD 180,315,513) through an increase of the share's nominal value from GRD 200 into GRD 204.45. The conversion of the Share Capital and the share's nominal value into euro. |
| 26.11.2007 | GM | a. Split: distribution of 24 new shares each for each 10 old shares & decrease of the shares nominal value from €2.55 to €1.07 |
| b. Capital Increase by €876,735.61 for rounding purposes of the new par value of the shares. | ||
| 17.12.2007 | GM | Capital Increase by €92,324.95 with cash payments and issuance of 86,285 new registered voting shares, nominal value of € 1.07 each. |
| 13.07.2011 | EGM | a. Decrease of the share capital by six million thirty thousand four hundred and ten Euro and eighty-six cents (€6,030,410.86) through the cancellation of five million six hundred and thirty-five thousand eight hundred and ninety-eight (5,635,898) own shares with a nominal value of one Euro and seven cents (€1.07) each. As a result of this decrease, the Company's share capital amounts to one hundred and nineteen million one hundred forty-two thousand eight hundred and thirty Euro and eighty cents (€119,142,830.80), divided into one hundred eleven million three hundred and forty-eight thousand four hundred and forty (111,348,440) common registered shares with a nominal value of one Euro and seven cents (€1.07) each. |
| b. Increase of the share capital by five million nine hundred and fifty-seven thousand one hundred and forty-one Euro and fifty-four cents (€5,957,141.54) through capitalisation of reserves against the issue of five million five hundred and sixty-seen thousand four hundred and twenty-two (5,567,422) new registered shares with a nominal value of one Euro and seven cents (€1.07) each. As a result, the Company’s share capital amounts to one hundred and twenty-five million ninety-nine thousand nine hundred and seventy-two Euro and thirty-four cents (€125,099.972.34), divided into one hundred and sixteen million nine hundred and fifteen thousand eight hundred and sixty-two (116,915,862) common registered shares with a nominal value of one Euro and seven cents (€1.07) each. | ||
| 18.05.2015 | GM |
Decrease of the Company’s share capital by the amount of €11,691,586.20 by means of a decrease of the nominal value of each share from €1.07 to €0.97. After the above reduction, the Company’s share capital shall amount €113,408,386.14, divided into 116,915,862 registered shares, with a nominal value of €0.97 each. |
| 01.06.2017 : |
Increase of the Share Capital by the amount of (α) €8,312,095.68 due to merger by absorption of METKA S.A. and (β) €16,883,944.35 through capitalization of the share premium account. After the above, the company’s share capital amounts to €138,604,426.17, divided into 142,891,161 common registered shares, with nominal value of €0,97 each. |
Inheritance with testament
Inheritance without testament
Inheritance with testament
