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Heracles Cement: Announcement


During the 102nd Ordinary General Meeting of the Companys Shareholders, the General Meeting took the following decisions: 

1. Approved the financial statements of the financial year 1.1.2009 - 31.12.2009 with the Annual Reports of the Board of Directors and the Auditors, and the distribution of a dividend for the financial year 2009, of a total amount of 20,613,985.03 euros which represents 0.29 euros per share prior to withholding tax (10%), i.e. 0.26 euros per share.
It is mentioned that the Board of Directors decided not to distribute percentage from the profits of the financial year to its members.
2. Discharged the Board Members and Auditors from any liability for damages whatsoever for the financial year 2009.
3. Decided the increase of the share capital by the amount of 48,336,240.76 euros resulting from a capitalisation of:
a) non distributed profits of the financial year 1.1.2008-31.12.2008 amounting to 42,803,210.55 euros and
b) non distributed profits of the financial year 1.1.2009-31.12.2009 amounting to 5,533,030.21 euros, with an increase of the nominal value of the share from 2.00 euros to 2.68 euros per share.
Approved amendment of article 4 of the Companys Articles of Association regarding share capital.
Following this increase the Share Capital of the Company amounts to 190,501,654.76 euros divided in 71,082,707 registered shares each of a nominal value of 2.68 euros.
4. Elected Auditing Company, Regular and Deputy Auditors for the financial year 2010 and defined their fees.
5. Approved the remuneration and compensations of the Members of the Board of Directors for the financial year 2009 and pre-approved their remuneration until the Ordinary Shareholders Meeting of 2011 which will decide regarding financial year 2010. The General Meeting of the Companys Shareholders granted also permission for the conclusion of agreements with Members of the Companys Board of Directors.
6. Granted to the Members of the Board of Directors and the Managers of the Company permission to participate in the Board of Directors Meetings or in the Management of the Groups Companies, which pursue the same or similar goals.
7. The General eeting of the Companys Shareholders authorized the Board of Directors to proceed, at its discretion, to a shares purchase program according to article 16 of C.L. 2190/1920, as being in force following its amendment by Law 3604/2007, through the Athens Stock Exchange, and with the following terms:
(a) The Company may proceed to acquisition of own shares within the next 24 months, meaning till the 27.6.2012.
(b) The total number of shares which the Company could buy should not exceed 7,108,270 shares. This number of shares represents the 1/10 of the paid up share capital.
(c) The acquisition of the own shares will take place with maximum purchase price the amount of 6.51 euros per share and minimum purchase price the amount of 2.68 euros per share. The abovementioned amounts represent the maximum price at closing for the last 12 months (28.6.2009 - 27.6.2010) and the nominal value of shares respectively.
8. Announcements. The following were announced:
Beneficiaries of the dividend are all shareholders of the Company by the expiry of the session of Athens Stock Exchange on Wednesday, June 30th, 2010. The shares will be traded ex-dividend at the Athens Exchange as of Thursday, July 1st, 2010.The payment of the dividend for the year 2009 will begin on Friday, July 9th 2010. In accordance with article 329 of the Athens Stock Exchange Regulations and article 39 of the Regulation of the Central Securities Depository (already "Hellenic Stock Exchanges S.A."), dividend shall be paid by the National Bank of Greece.
At the meeting of the General Assembly 19 shareholders were present or represented by proxy, representing 63.381.417 shares, i.e. 89,17 % of the paid up share capital. 

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