SIDMA S.A. STEEL PRODUCTS In Athens on Monday 23 November 2015, at 09:00, at the Hotel 'PRESIDENT', 44, Kifisias Avenue, the Extraordinary General Meeting of its shareholders was held following the 29th November 2015 notice of the Board of Directors. 19 shareholders, holding 7.704.932 shares, participated who accounted for 77,049% of the share capital and the vote rights of the Company. The items on the agenda discussed and the decisions made are shown below:
Item 1: They unanimously approved of a) the dated 14/10/2015 Draft Merger Agreement by absorption of the public limited company 'PANELCO S.A. - METAL COMPOSITE PANELS & CONSTRUCTION ELEMENTS' with GCR 4352001000 from the public limited company 'SIDMA
S.A. - STEEL PRODUCTS' with GCR 361801000, b) the Explanatory Report of the Board of Directors on the aforementioned Draft Merger Agreement, drawn up on the basis of article 69 para. 4 of CL 2190/1920 and article 4.1.4.1.3 of the Athens Stock Exchange Regulation, c) the report of the auditing firm Grant Thornton for the declaration and certification of the accounting value of assets and liabilities of the Merging Companies, d) the report of the auditing firm 'PKF Euroauditing S.A.' for the valuation of the Merging Companies and the opinion on the fairness and reasonableness of the proposed exchange ratio of shares of the Merging Companies, in accordance with paragraph4.1.4.1.3 of the Athens Stock Exchange Regulation, e) the merger of the above public limited companies.
Item 2: The Meeting approved, by 100%of the attending parties, the increase of the Company's share capital due to the absorption of 'PANELCO S.A. - METAL COMPOSITE PANELS & CONSTRUCTION ELEMENTS' and due to capitalisation of reserves and the issue of new shares and amending article 5 of the Company's statute about capital.
Item 3: Following proposal of the Chairman, the Meeting unanimously approved, by 100% of the attending parties, the authorization, to sign any document relating to the merger, of Mr. Michalis Samonas, to settle at its own discretion, any non -integer rights that may arise, following the exchange of shares.
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