MYTILINEOS S.A.
General Commercial Registry No. 757001000
Decisions of the 33rd Annual General Meeting – Constitution as a body of the board of directors and of the board of directors’ committees
MYTILINEOS S.A. (the “Company”) announces that on Thursday, June 1st, 2023 at 13.00, the 33rd Annual General Meeting of shareholders of the Company was held at the registered offices of the Company. Shareholders representing 86,329,900 common registered shares and voting rights, i.e. 62.37% of the total 138,404,964 total common registered shares participated (physically or remotely through teleconference or by way of exercising their voting right before the meeting)[1].
The General Meeting discussed and took the following decisions by majority on the items of the agenda:
- On the 1st item of the agenda, the shareholders approved the annual and consolidated financial statements for the financial year 01.01.2022 - 31.12.2022, the relevant Board of Directors’ and Statutory Auditor’s reports, and the Statement of Corporate Governance, as presented for approval.
- On the 2nd item of the agenda, the shareholders approved the appropriation of the results for the financial year01.2022-31.12.2022 and the distribution of dividend to the shareholders of the Company in the amount of one euro and twenty eurocents (€1.20) per share[2]. The ex-date and beneficiary determination date (based on the record date rule) of June 27th, 2023 and June 28th, 2023 respectively were approved, and the corresponding amount will be paid to shareholders starting on July 3rd, 2023. The Company will publish a separate announcement concerning the dividend payment procedure in accordance with article 4.1.3.4 of the Athens Exchange Regulation. In addition, the shareholders approved the establishment of special reserve accounts and payment to members of the board of directors of remuneration from the profits of the Company for the fiscal year 01.01.2022 until 31.12.2022, as presented for approval.
- On the 3rd item of the agenda, the remuneration report for 2022 was put on advisory voting by the shareholders in accordance with the provisions of article 112 par.3 of law 4548/2018. The Board takes the outcome of the advisory voting in consideration and will engage with shareholders to ensure their feedback is dully assessed and that the Company will take further actions in accordance with the Corporate Governance provisions the Company has adopted and follows. The Board remains committed to achieving the highest governance standards, while recognizing the importance of providing the appropriate incentives to the Company’s Board and Executive management, in line with the Company’s long term goals.
- On the 6th item of the agenda, the shareholders approved the overall management of the board of directors for the fiscal year 01.01.2022-31.12.2022 in accordance with article 108 of law 4548/2018 and discharged the statutory auditors of the Company from any liability for damages for the audit of the financial statements for the same fiscal year.
- On the 7th item of the agenda, the shareholders elected the Auditing Firm GRANT THORNTON S.A., having its registered office in Athens (58 Katehaki Av.) and registered with the Special Register of article 13 par. 5 of Presidential Decree (P.D.) 226/1992 under SOEL Reg. No. 127 to carry out the regular audit of the Company’s individual and consolidated financial statements for the current fiscal year 01.01.2023-31.12.2023, the review of the of the interim financial statements for the period 01.01.2023-30.06.2023 as well as to issue the annual tax certificate and set their remuneration at €318,250.00 (plus VAT) and €229,500.00 (plus VAT) respectively.
- On the 8th item of the agenda, the shareholders elected Mr. Gavalas as board member, with term of office until 02.06.2026.
In addition, the Annual Report of the Audit Committee on its activities for the year 2022 was submitted to the meeting according to the provisions of article 44 par. 1(i) of law 4449/2017 as well as the Report on the activities of the Independent Non-Executive Directors of the Board for the period 01.01.2022 – 08.05.2023 according to the provisions of article 9 par. 5 of law 4706/2020.
The Company will announce and publish on its website www.mytilineos.gr separate announcement with the detailed results of the voting per decision in accordance with article 133 par. 2 of the law 4548/2018.
[1] It shall be noted that, pursuant to paragraph 1 of article 50 of Law 4548/2018, 4,486,197 own shares of the Company out of total 142,891,161 shares are not calculated both for the purposes of quorum and the voting process
[2] Given that own shares do not receive dividend, the total amount of the dividend per share that will be paid out, will be increased by taking into account the amount of the dividend corresponding to the own shares held by the Company at ex-dividend date. Relevant announcement will follow
