(Pursuant to article 4 paragraph 7 of Law 3556/2007)
1. Structure of the Company’s share capital
The Company’s share capital amounts to Euro 338,530,112 and is divided into 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 approximately 8.943%, of the total share capital.
All shares are registered and listed for trading in the Securities Market of the Athens Exchange (under “Large Cap” classification).
Each share carries all the rights and obligations set out in law and in the Articles of Association of the Company. Ownership of a share automatically signifies acceptance of the Articles of Association of the Company and of the decisions made in accordance with those by the various corporate bodies.
Each common share grants the holder one vote. The preferred shares carry no voting rights.
In accordance with the resolution dated 27.06.90 of the Ordinary General Meeting of Shareholders of the Company, on the basis of which an increase in the share capital of the Company through the issuance of preferred non -voting shares had been decided, the privileges conferred to holders of preferred non - voting shares were as follows:
A. Receipt in priority to common shares, of a first dividend from the profits of each financial year; in the event of non distribution of dividend or of distribution of a dividend lower than the first dividend, in one or more financial years, holders of preferred shares would be entitled to a preferential payment of this first dividend cumulatively and corresponding to the financial years in question, from the profits of subsequent years. Holders of preferred non – voting shares would be entitled, on equal terms with holders of common shares, to receive any additional dividend which would be distributed in any form. It is worth noting however that pursuant to the amendment made in accordance with article 79 section 8 of Law 3604/2007 of the provisions of section 2 of article 45 of Law 2190/1920 on the distribution of profits of Societes Anonymes and the abolishment of the mandatory distribution of a first minimum dividend equal to 6% of the paid up share capital, it is only the mandatory distribution of dividend equal to 35% of the net profits that applies. Consequently, the above privilege of receipt of a first dividend by the holders of preferred non – voting shares has thereafter become redundant.
Β. Preferential return of the capital paid up by holders of preferred non-voting shares from the product of the liquidation of Company assets in the event of the Company being dissolved Holders of preferred non-voting shares will share on a pro rata basis the liquidation proceeds with holders of common stock, if the proceeds in question are higher than the total paid-up share capital. The privileges of this paragraph remain in full force.
The liability of the shareholders is limited to the nominal value of the shares they hold.
2. Restrictions of transfer of Company Shares
The company shares are freely negotiable in the Athens Stock Exchange and are transferred as provided by law. The Articles of Association of the company do not include 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 31.12.2013 the following shareholders held more than 5% of the total voting rights in the Company including voting rights relating to shares which are co-owned by some of them and are held in a joint investment account:
‘’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 Company
Mr. Andreas L. Canellopoulos, holding 10.57% of the total voting rights in the Company
The Paul and Alexandra Canellopoulos Foundation holding 9.90% of the total voting rights in the Company
Mr. Leonidas A. Canellopoulos, holding 6.10% of the total voting rights in the Company.
On 27.2.2014 the shareholders who held more than 5% of the total voting rights in the Company were as above.
4. Shares conferring special control rights
None of the Company shares carry any special rights of control.
5. Restrictions on voting rights
With the exception of the preferred non-voting shares, the Articles of Association of the Company contain no restrictions on voting rights.
6. Agreements between shareholders of the Company, which are known to the Company and contain restrictions 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 it (E.D.Y.V.E.M.) by the Company Directors Messrs. Andreas Canellopoulos, Dimitri Papalexopoulos, Nellos Canellopoulos , Alexandra Papalexopoulou-Benopoulou, Panagiotis (Takis) Canellopoulos and other Company shareholders, include restrictions on the transfer of the Company (Titan S.A.) shares held by it.
7. Rules for the appointment and substitution of Directors and for the amendment of the Articles of Association, which deviate from the provisions of Codified Law 2190/1920
The Company’s Articles of Association (article 25), within the powers vested by Codified Law 2190/1920, as amended by Law 3604/2007, provide the following regarding the appointment and substitution of its Directors
a. The Board of Directors may elect Directors to replace any of its members who have resigned, are deceased or lost their status in any other way, provided that the replacement of the aforementioned Directors is not possible by substitute Directors elected by the General Meeting. The above-mentioned election by the Board of Directors is effected by a decision of at least seven (7) of the remaining Directors and is valid for the remaining term of office of the Director being replaced.
b. The remaining Directors may continue to manage and represent the Company even if the missing Directors are not replaced as per the previous paragraph, provided that they are more than half the number of Directors prior to the occurrence of the above-mentioned events.
c. In any case, the remaining Directors, irrespective of their number, may convoke the General Meeting for the sole purpose of electing a new Board of Directors.
The provisions of the Company’s Articles of Association regarding the amendment of their own provisions do not deviate from the provisions of Codified Law 2190/1920.