MYTILINEOS S.A.
General Commercial Registry No. 757001000
Decisions of the Extraordinary General Meeting held on April 10th, 2023
MYTILINEOS S.A. (the “Company”) announces that on Great Monday, April 10th, 2023 at 13.00, the Extraordinary General Meeting of shareholders of the Company was held at the registered offices of the Company. Shareholders representing 84,710,210 common registered shares and voting rights, i.e. 61.13% of the total 138,580,858 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 amendment of the maximum acquisition of own shares price for the remaining duration of the Company's own share acquisition program, i.e. until 22.03.2024, in accordance with the decision of the Extraordinary General Meeting of shareholders from 23.03.2022, and specifically the increase from €25 to €40. The rest of the terms and conditions for the acquisition of own shares remain in force, in accordance with the decision of the general meeting of shareholders dated 23.03.2022.
- On the 2nd item of the agenda, the shareholders approved the remuneration policy as per articles 110 and 111 of law 4548/2018 and articles 9 par. 2(g) and 26 of the Articles of Association, with a four-year validity period, as presented for approval. Furthermore, the board of directors was authorized to administer and implement the aforementioned remuneration policy.
- On the 3rd item of the agenda, the shareholders approved the establishment of special reserve account up to twenty million (20,000,000.00) euros by using taxed “retained earnings”, as presented for approval. Furthermore, the board of directors was authorized to decide on the exact amounts to be disposed to cover the required at each time Company’s own participation into the Company’s investment plans subject to aid schemes under investment law.
- On the 4th item of the agenda, the shareholders approved the as of 02.03.2023 Draft Demerger Plan through Spin-off of the Infrastructure Segment and the transfer/contribution into the 100% subsidiary company with the name "MYTILINEOS CONSTRUCTION SINGLE MEMBER SOCIÉTÉ ANONYME" (distinctive title "METKA ATE"), according to the provisions of law 4601/2019 (article 57 para.2, 59-73), law 4548/2018 and article 52 of law 4172/2013, without any amendment and in its entirety.
- On the 5th item of the agenda, the shareholders approved the demerger through spin-off of the Infrastructure Segment of the Company and its transfer/contribution into the 100% subsidiary company with the name "MYTILINEOS CONSTRUCTION SINGLE MEMBER SOCIÉTÉ ANONYME" (distinctive title "METKA ATE"), according to the provisions of law 4601/2019 (article 57 para.2, 59-73), law 4548/2018 and article 52 of law 4172/2013, and any action concluded by the board of directors of the Company and the persons that it authorized for the purpose of implementing the demerger, as presented for approval. Furthermore, messrs. Evangelos Mytilineos, Fotios Spyrakos, Eleftheria Kontogianni and Elenos-Georgios Karaindros were authorized to implement the resolution.
- On the 6th item of the agenda, the shareholders approved the as of 02.03.2023 Draft Demerger Plan through Spin-off of the Concessions Segment and the transfer/contribution into the 100% subsidiary company with the name "M CONCESSIONS SINGLE MEMBER S.A." (distinctive title "M Concessions MAE"), according to the provisions of law 4601/2019 (article 57 para.2, 59-73), law 4548/2018 and article 52 of law 4172/2013, without any amendment and in its entirety.
- On the 7th item of the agenda, the shareholders approved the demerger through spin-off of the Concessions Segment of the Company and its transfer/contribution into the 100% subsidiary company with the name "M CONCESSIONS SINGLE MEMBER S.A." (distinctive title "M Concessions MAE"), according to the provisions of law 4601/2019 (article 57 para.2, 59-73), law 4548/2018 and article 52 of law 4172/2013, and any action concluded by the board of directors of the Company and the persons that it authorized for the purpose of implementing the demerger, as presented for approval. Furthermore, messrs. Evangelos Mytilineos, Fotios Spyrakos, Eleftheria Kontogianni and Elenos-Georgios Karaindros were authorized to implement the resolution.
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, 4,310,303 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
