Following resolution dated 26.04.2010 of the Board of Directors and in accordance with the Law and the Articles of Association of the Company, the Shareholders of TITAN CEMENT COMPANY S.A. are invited to the Annual General Meeting of Shareholders, to be held on Tuesday, May 18th 2010, at 13:00 p.m. in Athens, at the Grande Bretagne Hotel (Syntagma Square – Panepistimiou street entrance).
If the required quorum for some or all items of the agenda is not achieved, the Shareholders are invited to a 1st Reiterative General Meeting, on Thursday 3rd June 2010, at 13:00 p.m., at the same location as above, i.e. in Athens, at the Grande Bretagne Hotel (Syntagma Square -Panepistimiou street entrance). If a quorum for some or all items of the agenda is yet not achieved, the Shareholders are invited to a 2nd Reiterative General Meeting, on Thursday June 17th, 2010, at 13.00 p.m. at the Head Offices of the Company, in Athens, at 22A, Halkidos Street.
It is noted that no other invitation will be published for any Reiterative General Meeting.
- Submission and approval of the annual financial statements for the year 2009 with the related reports of the Board of Directors and the Auditors and of the distribution of profits.
- Release of the Board of Directors and the Auditors from any liability for compensation for the year 2009.
- Approval of the remuneration of the members of the Board of Directors for the year 2009 and pre-approval of the remuneration for the year 2010.
- Election of new Board of Directors and appointment of its independent members.
- Ratification of the election of a member of the Audit Committee under article 37 of Law 3693/2008 in replacement of a member who resigned and election of regular and substitute members of said Committee.
- Election of regular and substitute Chartered Auditors for the year 2010 and determination of their remuneration.
- Grant of approval for share buy-back of common and preferred own shares, pursuant to article 16 par. 1 of Codified Law 2190/1920.
- Grant of authorization, in accordance with article 23 par. 1 of codified law 2190/1920, to the members of the Board of Directors and to Company managers to participate in the BoD or in the management of other companies of Titan Group pursuing the same or similar purposes.
- Adoption of a new stock options plan for the acquisition of Company shares by executive members of the Board of Directors and the personnel of the Company and its affiliated companies, in accordance with article 13 par. 13 of codified law 2190/1920 and grant of authorization to the Board of Directors to determine the beneficiaries, the manner of exercise of the options and other terms of the plan.
All Shareholders of the Company have the right to participate in the Annual General Meeting and /or the Reiterative General Meetings, if any, either in person or by proxy. Relative authorization document is available in the web site of the Company www.titan-cement.com and at the Company’s Head offices ( Halkidos 22A, Athens) Shareholders’ Service Department.
Every common share gives the right of one vote. Preference shares do not give the right to vote.
Shareholders who wish to participate, in person or by proxy, in the Annual General Meeting and /or the Reiterative General Meetings, if any, should block, the shares they possess through their operator in the Dematerialized Securities System (S.A.T.) and obtain the relative share blocking certificate. Shareholders who have placed their shares in the Special Account of S.A.T. should block their shares in the Hellenic Exchanges S.A. (HELEX) at 110 Athinon Avenue, Athens, and obtain from it the relevant share blocking certificate.
The share blocking certificates and the authorization documents, if any, should be deposited to the Head Offices of the Company (Shareholders Service Department) at 22A Halkidos street – Athens or to the Deposit and Loans Fund or to any Bank in Greece and the relevant deposit receipt should be submitted to the Head Offices of the Company at least five (5) days prior to the date of the Annual General Meeting or any Reiterative General Meeting, regarding shares which have not remained blocked according to article 42 par. 5 of the Operation Regulation of S.A.T.
Athens, 26th April 2010
THE BOARD OF DIRECTORS