8. Competence of the Board of Directors or of the appointed members thereof for the issuing of new shares or the repurchase of shares/share buy-back 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 a decision of its own, pursuant to the provisions of article 13, par.1, subparagraph(c) of Codified Law 2190/1920 and without prejudice to par. 4 of the same article.
Also, according to the provisions of article 13, par.13 of Codified Law 2190/1920, by a resolution of the General Meeting passed under an increased quorum and majority in accordance with the provisions of paragraphs 3 and 4 of article 29 and of paragraph 2 of article 31 of Codified Law 2190/1920, a programme can be established for the offering of shares to the Directors and to the Company’s personnel, as well as to personnel of affiliated companies, in the form of stock options, in accordance with the specific terms of such resolution, a summary of which is subject to the publication formalities of article 7b of Codified Law 2190/1920. The par value of the shares offered may not exceed, in total, one tenth (1/10) of the paid-up capital on the date of the resolution of the General Meeting. The Board of Directors issues a decision regarding every other related detail, which is not otherwise regulated by the General Meeting and, depending on the number of security-holders who have exercised their options, the Board of Directors decides on the corresponding increase of the Company’s share Capital and on the issuing of new shares.
According to the provisions of article 16 of Codified Law2190/1920, subject to prior approval by the General Meeting, the Company may acquire its own shares, under the responsibility of the Board of Directors, provided that the par value of the shares acquired, including the shares previously acquired and still held by the Company, does not exceed one tenth (1/10) of its paid-up share capital. The resolution of the General Meeting must also determine the terms and conditions of the acquisitions, the maximum number of shares that may be acquired, the duration of the period for which the authorization is given, which may not exceed 24 months, and, in the case of acquisition for value, the maximum and minimum consideration.
In line with the above provisions, the General Meeting of the Company Shareholders on 18.5.2010 and 8.6.2012 approved the purchase by the Company, whether directly or indirectly, of own shares, both common and preferred, up to 10% of its then paid-up share capital within a period of 24 months from each above General Meeting, i.e. from 18.5.2012 until 18.5.2012 and from 8.6.2012 until 18.6.2014, with the minimum purchase price set at Euro 4 per share and the maximum purchase price set at Euro 40 per share. In accordance with the above resolutions of the General Meeting, the Board of Directors was authorized to proceed to purchases of own shares, provided that the purchases in question would be deemed to be beneficial and the Company’s available funds would so permit. As of today, no purchases of own shares of the Company have been made in implementation of the abovementioned resolutions of the General Meeting dated 18.05.2010 and 8.6.2012.
The total number of own shares currently held by the Company in implementation of relevant past resolutions of the General Meeting of Shareholders amounts to 3,061,415 common shares and to 5,919 preferred shares without voting rights, representing in total 3.62%, of the paid up share capital.
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 or bond holder, to request, under certain conditions, the early repayment of the loan or bond or their exit from the Group companies they participate, as the case may be, in the event of a change of control in the Company. However, this right is not granted specifically in case the change of control in the Company results from a public offer.
The most significant agreements as above are the following:
a) the Multicurrency Revolving Facility Agreement up to the amount of Euro 585 million entered into among the Group’s subsidiary, Titan Global Finance Plc and a syndicate of lending banks and the Company as Guarantor;
b) the Multicurrency forward start Facility Agreement up to the amount of Euro 455 million Euros entered into among the Group’s subsidiary, Titan Global Finance Plc and a syndicate of lending banks and the Company as Guarantor;
c) the Bond Loan, for an amount of Euro 50 million, issued by the Company, where Eurobank Ergasias is acting as the representative of the bond holders and the paying agent;
d) the Bank Loan, for an amount of up to 35 million Euro, issued by the Company, where National Bank of Greece is acting as the representative of the bond holders and the paying agent;
e) the Bond Loan, for an amount of up to 50 million Euro, entered into among the Company, and HSBC;
f) the Shareholder’s Agreement entered into among Titan Cement Cyprus Limited, Titan Cement Company S.A., Aemos Cement Limited and International Finance Corporation (IFC) relating to the purchase by the latter of a minority interest in Titan’s investments in Serbia, FYROM and Kosovo.
g) the Multicurrency Revolving Facility Agreement for an amount up to Egyptian Pounds 670 million entered into among the Group’s subsidiary Beni Suef Cement Company S.A., a syndicate of lending banks and the Company as Guarantor;
h) the Eurobond, for an amount of Euro 200 million, issued by Titan Global Finance Plc, under the guarantee of the Company
i) the Bond Loan, for an amount of up to 14.3 million Euro, issued by the Company, where General Bank of Greece is acting as the representative of the bond holders and the paying agent;
j) The Bond Loan, for an amount of up to 20 million Euro, issued by INTERBETON S.A., under the guarantee of the Company, where General Bank of Greece is acting as the representative of the bond holders and the paying agent;
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 it employees with regard to 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 a public offer.