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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. Corporate Governance Code
a) Compliance of the Company with the Corporate Govern-
ance Code
Our Company complies with the policies and practices adopted by
the “Corporate Governance Code of the Hellenic Federation of Enter-
prises (SEV in Greek) for Listed Companies” (hereinafter the Code),
whose text has been posted on the website of SEV.
b) Deviation from the special practices of the Code
The Company’s practices, as implemented under its Articles of As-
sociation, 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 Di-
rectors (article 5.5). Given that no such obligation to set up a commit-
tee is laid down by law and our Company has strict criteria pertain-
ing to the selection of its candidates, the Company reserves its right
whether a nomination committee for members of the Board of Direc-
tors shall be set up, investigating at the same time the possibility of
applying a commonly accepted methodology and procedure.
ii) Regarding the assessment procedure of the effectiveness of the
members of the Board of Directors and its committees (article 7.1), our
Company has already adopted said special practice.
iii) The Company’s Articles of Association provides to the sharehold-
ers the ability of a distance participation in the voting procedure during
the General Assembly whether by an electronic vote or a correspond-
ence vote (Part II. Article 1.2). However, the Company is waiting for
the issuance of the relevant ministerial decisions in order to introduce
a relevant procedure dealing with the technical standards providing
security to the electronic voting.
iv) The Company has not adopted a diversity policy including the gen-
ders’ balance for the members of the Board of Directors. The Com-
pany is keen on following the said practice by setting up a pertinent
procedure.
2. The General Assembly and the shareholders’
rights
a. Operation of the General Assembly and its key powers
(i) The General Assembly of the Company’s shareholders is its high-
est body and is entitled to take decisions on all cases related to the
company. More specifically:
a. The General Assembly is the only competent one to decide on the:
extension of the company’s duration, merger, split-up, conversion, re-
vival or dissolution;
b. amendment of the articles of association;
c. increase or decrease of the Share Capital, with the exception of
Statement of Corporate Governance
the case of para 2, case a, article 5 of the
Articles of Association, the provisions im-
posed by the law and the capitalization of
the reserves;
d. issuance of a debenture loan with con-
vertible 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 fi-
nancial statements)
i. appropriation of annual profits
The above competencies do not include:
a) increases decided in application of
paragraphs 1 and 14 of article 13, C.L.
2190/1920, as each time in force, and in-
creases imposed by provisions of other
laws;
b) the amendments of the Articles of Asso-
ciation decided by the Board of Directors
in application of para 5, article 11, para 2,
article 13a, para 13, article 13 and para 4,
article 17b of C.L. 2190/1920 as each time
in force;
c) the absorption of a public limited com-
pany (SA) under article 78 by another pub-
lic limited company (SA) possessing 100%
of its shares; and
d) the possibility of profit or optional reserve
appropriation in the current fiscal year with
the decision of the Board of Directors pro-
vided that there is no relevant authorisation
of the ordinary general assembly.
(ii) Its legal decisions also bind the share-
holders who are absent or disagree.
(iii) The shareholders’ General Assem-
bly is convened by the Board of Directors
and is held at the company’s seat or in
the region of another municipality within
the prefecture where the company has its
seat or in another municipality neighboring
the one where the company has its seat,
at least once a year, always in the first se-
mester from the expiry of each fiscal year.
The General Assembly, also, can be held
in the municipality where the seat of the
Stock Market where the company’s shares
are listed. The Board of Directors can convene an extraordinary
shareholders’ General Assembly, when deemed necessary.
The General Assembly can be held via a teleconference, ac-
cording to the technical security specifications stipulated in the
decisions of the Minister of Development, following an opinion
of the Capital Market Commission.
(iv) The General Assembly, with the exception of repeat meet-
ings and the similar ones, should convene at least within twenty
(20) full days before the one set for its convocation. The publica-
tion day of the invitation of the General Assembly and the day
of the meeting are not taken into account. The invitation of the
General Assembly includes the place of the assembly with its
exact address, the date and the time, the items on the agenda,
the shareholders with participation right and exact instructions
about the way the shareholders will be able to participate in the
assembly and exercise their rights in person or by proxy or even
from distance. No invitation is required if shareholders repre-
senting the total of the share capital are presented or represent-
ed and no one objects to its convocation and decision taking.
(v) The General Assembly is in quorum and timely convenes for
the items on the agenda when a percentage of at least twenty
per cent (20%) of the paid Share Capital. If such a quorum is not
achieved in the first Assembly, a repeat one is convened within
twenty (20) days from the date of the postponed assembly with
an invitation of the Board of Directors sent at least ten (10) days
before. The repeat assembly is in quorum and timely convenes
on the items of the agenda whatever the part of the paid Share
Capital is represented.
(vi) The decisions of the General Assembly are taken with an
absolute majority of the votes, represented in the meeting. The
General Assembly is exceptionally considered to be in quorum
and timely convenes on the items of the agenda if two thirds
(2/3) at least of the paid Share Capital are represented, in the
case of decisions pertaining to: a. extension of the company’s
duration, merger, split-up, conversion, revival or dissolution;
b. change of the national status of the Company; c. change
of the scope of the Company’s activities; d. increase and de-
crease in the share capital; e. change in the profit appropriation
(Law 876/1976); f. increase in the shareholders’ obligations; g.
provision or renewal of the power of the Board of Directors for
an increase in the share capital under para 1, article 13, C.L.
2190/1920, and in any case defined by the law or the articles
of association that for the General Assembly to take a specific
decision, the above quorum is required.
(vii) The General Assembly is provisionally chaired by the Presi-
dent of the Board of Directors or in case of obstacles, the Dep-
uty President appointed by the Board of Directors with a special
decision to this purpose. Secretarial duties are performed by
the secretary appointed by the President. After the list of the
shareholders with a right to vote is approved, the assembly con-
tinues with the election of its Chair and a secretary who also
acts as a teller.
(viii) The discussions and decisions of the
General Assembly are restricted to the
items on the agenda. The agenda is pre-
pared by the Board of Directors and in-
cludes the proposals of the BoD to the As-
sembly and possible proposals made by
the auditors or shareholders representing
one twentieth (1/20) of the paid share capi-
tal. For the items discussed for which deci-
sions are taken, minutes are kept signed
by the Chair and the Secretary. The list of
the shareholders present or represented in
the General Assembly is recorded at the
beginning of the minutes. If only one (1)
shareholder is present in the General As-
sembly, the presence of a Notary Public is
compulsory to co-sign the minutes of the
assembly.
b. Rights of the shareholders and
their way of exercise
(i) The shareholders exercise the rights rel-
evant to the company’s administration only
with their participation in the General As-
sembly. Each share provides the right of
one vote in the General Assembly without
prejudice to article 16, C.L. 2190/1920, as
currently in force.
(ii) Any person appearing as a shareholder
in the registry of the Dematerialized Se-
curities System managed by HELLENIC
EXCHANGES SA (HELEX), in which the
shares of the Company are recorded, is
entitled to participate in the General As-
sembly. Proof of shareholder status should
be made by presenting relevant written
certification from HELEX or alternatively
with direct electronic link-up of the compa-
ny with the records of the Dematerialized
Securities System. Shareholder proof sta-
tus should exist in the beginning of the fifth
(5th) day prior to the general assembly (re-
cording date) and the relevant written cer-
tification in proof of the shareholder status
issued by HELEX must have been received
by the Company by the third (3rd) day be-
fore the date of the General Assembly.
