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D. STATEMENT OF CORPORATE GOVERNANCE
This Statement of Corporate Governance (the “Statement”) is made in the context of the conformation of
Mytilineos S.A. (the “company”) to the provisions of article 2 of Law 3873/2010, and regards:
1. a) Compliance of the Company with the Corporate Governance Code
Our Company complies with the policies and practices adopted by the “Corporate Governance Code of the
Hellenic Federation of Enterprises (SEV in Greek) for Listed Companies” (hereinafter the Code), whose text
has been posted on the website of SEV.
1. b) Deviation from the special practices of the Code
The Company’s practices, as implemented under its Articles of Association, its Internal Regulation and Code
of Ethics, deviate from the special practices of the Code in the following points:
i. There is no nomination committee for members of the Board of Directors (article 5.5). Given that no such
obligation to set up a committee is laid down by law and our Company has strict criteria pertaining to the
selection of its candidates, the Company reserves its right whether a nomination committee for members of
the Board of Directors shall be set up, investigating at the same time the possibility of applying a commonly
accepted methodology and procedure.
ii. No assessment procedure of the effectiveness of the members of the Board of Directors and its committees
exists (article 7.1). Our Company intends to harmonizewith the said special practice following the elaboration
of a relevant procedure.
iii. The Company’s Articles of Association do not provide an electronic vote or correspondence vote procedure
for the shareholders in the General Assembly (Part II. Article 1.2). The Company is waiting for the issuance
of the relevant ministerial decisions in order to introduce a relevant procedure.
iv. The Company has not adopted a diversity policy including the genders’ balance for the members of the
Board of Directors. The Company is keen on following the said practice by setting up a pertinent procedure.
2. The General Assembly and the shareholders’ rights
2.Α. Operation of the General Assembly and its key powers
The General Assembly of the Company’s shareholders is its highest body and is entitled to take decisions
on all cases related to the company. More specifically:
The General Assembly is the only competent one to decide on the:
a) extension of the company’s duration, merger, split-up, conversion, revival or dissolution;
b) amendment of the articles of association;
c) increase or decrease of the Share Capital, with the exception of the case of para 2, case a, article 5 of
the Articles of Association, the provisions imposed by the law and the capitalization of the reserves;
d)issuance of a debenture loan with convertible loans and a debenture loan with participation right in the
profits, without prejudice to the terms of para 2, case b, article 5 of the Articles of Association;
e)election of the BoD members, apart from the cases of article 22 of the Articles of Association;
f) election of auditors
g) election of liquidators
h) approval of annual accounts (annual financial statements)
i) appropriation of annual profits
