Announcement

METLEN ENERGY & METALS S.A.     

     G.E.MI. NO. 000757001000

     Announcement

METLEN ENERGY & METALS S.A. (the “Company”) announces that, on 27.02.2025,  the Boards of Directors of its 100% subsidiaries companies (with direct and indirect participation), namely “EUROPEAN BAUXITES SINGLE MEMBER S.A.” (hereinafter the “Absorbing Company”), “DELPHI DISTOMON SINGLE MEMBER MINING SOCIETE ANONYME” (hereinafter the “A’ Absorbed Company”), and “SINGLE MEMBER SOCIETE ANONYME CORPORATION OF MINES MINERALS INDUSTRY & SHIPPING” (hereinafter the “B’ Absorbed Company” and together with the A’ Absorbed Company and the Absorbing Company hereinafter the “Merging Companies”), approved the Draft Merger Agreement for the merger by way of absorption of the A’ Absorbed Company and the B’ Absorbed Company by the Absorbing Company, in accordance with Articles 7 to 21 of Law 4601/2019 in conjunction with the provisions of Articles 47-51 & 56 of Law 5162/2024 and the general provisions of corporate law. Given that the Absorbing Company directly holds 100% of the shares of the B’ Absorbed Company, the provisions of Article 35 of Law 4601/2019 shall be applied in combination with the above.

The Company participates directly with a 100% stake in the paid-up share capital of the Absorbing Company and the A’ Absorbed Company, and indirectly with a 100% stake through the Absorbing Company, in the paid-up share capital of the B’ Absorbed Company. Therefore, given that the Merging Companies are engaged in mining exploration, extraction, and exploitation of bauxite, this merger is expected to contribute to the simplification of the corporate structure of the Group, aiming  to: (i) consolidate the different functions adequately and efficiently, (ii) eliminate unnecessary legal entities and maximize synergies, and (iii) achieve other operational objectives and economies of scale.

According to the above decisions of the Boards of Directors of the Merging Companies, the 31st of December 2024 was set as the date for the preparation of the Transformation Balance Sheet. All acts and transactions of the A' & B' Absorbed Companies until the completion of the merger shall be considered, from an accounting perspective, as having been carried out on their behalf, and the financial results arising during this period shall exclusively benefit or burden the A' & B' Absorbed Companies. From the date of completion of the merger, namely from the date of its registration in the General Commercial Registry (G.E.MI.), the acts and transactions related to the A' & B' Absorbed Companies shall, from both an accounting and tax perspective, be considered as having been carried out on behalf of the Absorbing Company.

The Draft Merger Agreement dated 27.02.2025 was registered on 07.03.2025 by each of the Merging Companies in the General Commercial Registry (G.E.MI.) under registration numbers 5301997, 5301999, and 5302010.

The completion of the Merger is subject to the legally required approvals of the competent bodies of the Merging Companies.

For any clarification or information, you may contact the Company’s Investor Relations Department (tel. 210-6877300, fax 210-6877400).