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Titan S.A.

AGM Information May 23, 2025

4014_rns_2025-05-23_5caba14a-affc-4b83-8266-ba6ec6301e7e.pdf

AGM Information

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TITAN

Public limited liability company (société anonyme) 37 Square de Meeûs, 1000 Brussels, Belgium 0699.936.657 (RLE Brussels, French-speaking division)

MINUTES OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS

OF 8 MAY 2025

The Annual General Meeting of Shareholders of Titan S.A. (the Company), having its registered office in Brussels, 37 Square de Meeûs, was held on Thursday, 8 May 2025, at 10:00 a.m. (CET) (the Annual General Meeting) at the hotel Hilton Nicosia in Cyprus (1 Achaion street, Engomi, 2413 Nicosia).

I. COMPOSITION OF THE BUREAU

The Annual General Meeting was opened at 10.00 a.m. (CET) by Mr. Dimitri Papalexopoulos, Chair of the Board of Directors. Mr. Michael Colakides, Managing Director of the Company and Group CFO, Mr. Marcel Cobuz, Chair of the Group Executive Committee, Mr. Kyriacos Riris, Independent Vice-Chair of the Board of Directors and Chair of the Audit and Risk Committee, Mr. Andreas Artemis, Independent Director and Chair of the Remuneration Committee, and Ms. Lyn Grobler, Independent Director and Chair of the Nomination Committee, were physically present at the Annual General Meeting. Mr. Didier Delanoye, audit partner at PwC Bedrijfsrevisoren Belgium also attended the Annual General Meeting in person.

The Chair designated Mr. Dimitriοs Katsaounis as Secretary of the Annual General Meeting and Ms. Eleni Konstantinopoulou as teller, who were both physically present.

II. ATTENDANCE

The shareholders who had timely complied with the admission formalities could either be present at the Annual General Meeting or represented by a proxyholder, or vote by correspondence before the Annual General Meeting, or vote remotely during the Annual General Meeting in accordance with the Belgian Code of Companies and Associations and the Company's Articles of Association.

The Secretary of the Annual General Meeting noted that shareholders representing in total 50,410,745 shares issued by the Company timely complied with the admission formalities and were allowed to participate in the Annual General Meeting. The attendance list, containing the names of the shareholders, who were validly present or represented at the Annual General Meeting, the proxies, as well as any forms for voting by correspondence are attached to these minutes.

Therefore, the shareholders present or represented at the Annual General Meeting collectively held 50,410,745 shares out of the 78,325,475 shares that compose the share capital of the Company. However, the Company and its subsidiaries together held on the Record Date (i.e., on 24 April 2025) 3,724,032 treasury shares, the voting rights of which are suspended in accordance with articles 7:217, §1, and 7:224 of the Belgian Code of Companies and Associations. These shares are not taken into account for the determination of the quorum and majority requirements to be met at this Annual General Meeting, in accordance with article 7:140 of the Belgian Code of Companies and Associations. Therefore, only 74,601,443 shares issued by the Company must be taken into account in the denominator to determine the quorum for this Annual General Meeting. As a result, the shareholders who are present or represented at the Annual General Meeting represent 67.57% of the share capital.

According to article 39 of the Company's Articles of Association, the Annual General Meeting may validly deliberate and decide if shareholders representing at least 20% of the share capital of the Company are present or represented.

Therefore, the Chair declared the Annual General Meeting properly constituted.

III. CONVOCATIONS

The Secretary of the Annual General Meeting noted that within the legal deadline of 8 April 2025, the convening notice of the Annual General Meeting was published in the Annexes to the Belgian Official Gazette (Moniteur Belge), one newspaper with national coverage ("L'Echo") and other media ensuring effective dissemination of information to the public, and on the Company's website.

On 8 April 2025, the registered shareholders, the directors, and the statutory auditor received an email containing the convening notice. Additionally, this email included a link for accessing all the forms required to comply with the applicable admission formalities, as well as the documents that were submitted to the Annual General Meeting for approval.

Consequently, the Secretary noted that the Annual General Meeting had been convened in accordance with article 7:128 of the Belgian Code of Companies and Associations and the Company's Articles of Association. Therefore, the Annual General Meeting could validly deliberate on the items on the agenda.

IV. RIGHT TO ASK QUESTIONS

In accordance with the Company's Articles of Association, shareholders wishing to exercise their right to ask questions relating to the items on the agenda could do so in writing by e-mail until 2 May 2025. In addition, shareholders who intended to participate in the Annual General Meeting remotely could submit their questions in writing through the platform used to host the Annual General Meeting.

However, the Company did not receive any questions either before or during the Annual General Meeting.

V. DELIBERATION AND DECISIONS

Mr. Michael Colakides, Managing Director of the Company and Group CFO, and Mr. Marcel Cobuz, Chair of the Group Executive Committee, presented the Group's 2024 annual report and provided an update regarding the current situation.

Then the floor was given to Mr. Didier Delanoye, audit partner at PwC Bedrijfsrevisoren Belgium, who presented to the shareholders their report on the annual accounts of the Company and the consolidated annual accounts, as well as their limited assurance on the consolidated sustainability statement.

Following the completion of the presentations, the Annual General Meeting moved on to the items on the agenda and the voting procedure.

(1) Annual Report of the Board of Directors and report of the statutory auditor on the annual accounts of the Company for the financial year ended 31 December 2024.

The Chair requested the Annual General Meeting to take note of the Annual Report of the Board of Directors and the Statutory Auditor's Report on the annual accounts relating to the financial year closed on 31 December 2024, which were published on the Company's website.

(2) Presentation of the consolidated annual accounts relating to the financial year ended 31 December 2024, the consolidated report of the Board of Directors on these accounts (including the Sustainability Statement), the statutory auditor's report on these accounts and the limited assurance report of the Statutory Auditor on the sustainability information for the accounting year ended 31 December 2024.

The Chair requested the Annual General Meeting to take note of the consolidated annual accounts relating to the financial year closed on 31 December 2024, the consolidated report of the Board of Directors on these accounts (including the Sustainability Statement), the statutory auditor's report on these accounts and the limited assurance report of the statutory auditor on the sustainability information for the accounting year closed on 31 December 2024. These documents were published on the Company's website.

(3) Appointment of PwC Réviseurs d'Entreprises SRL as the auditor of limited assurance on the sustainability information imposed by the EU Directive 2022/2464 of 14 December 2022 of the European Parliament and the European Council on sustainability reporting (Corporate Sustainability Reporting Directive), as implemented under Belgian law by virtue of the law of 2 December 2024, as published on 20 December 2024.

On the proposal of the Board of Directors, acting on the recommendation of the Audit and Risk Committee, in accordance with Article 3:60 §2 of the Belgian Code of Companies and Associations, the Annual General Meeting confirmed and approved the appointment of PwC Reviseurs d'Entreprises SRL ("PwC"), with registered office located at 1831 Diegem, Culliganlaan 5, Brussels, Belgium, represented by Mr. Didier Delanoye, as the auditor responsible for providing limited assurance on the sustainability reporting for a one-year term, covering the accounting year 2024, in alignment with their current mandate as statutory auditor of the statutory financial statements, which term shall terminate at the end of this Annual General Meeting. The Annual General Meeting also approved the associated annual fees for PwC's mandate, which shall amount up to EUR 270,000 (plus VAT, out-of-pocket expenses, the IRE/IBR fee and lump sum expense as reimbursement for technology and compliance costs).

Number of shares for which votes have been validly cast: 50,410,745
Proportion of the share capital represented by these shares: 67.57%
Total number of votes validly cast: 50,410,745
Number of votes for: 50,373,230
Number of votes against: 37,515
Number of abstentions: 0

(4) Approval of the Statutory Annual Accounts for the financial year ended 31 December 2024, including the allocation of profits and approval of the distribution of a gross dividend of EUR 3.00 per share.

The Annual General Meeting approved the Statutory Annual Accounts relating to the financial year ended 31 December 2024 and the appropriation of results for the financial year setting a gross dividend of EUR 3.00 per share, which will be payable on 3 July 2025.

Number of shares for which votes have been validly cast: 50,410,745
Proportion of the share capital represented by these shares: 67.57%
Total number of votes validly cast: 50,410,745
Number of votes for: 50,373,230
Number of votes against: 0
Number of abstentions: 37,515

(5) Approval of the Remuneration Report for the financial year ended 31 December 2024.

The Annual General Meeting approved the Remuneration Report presented by the Board of Directors, as prepared by the Remuneration Committee and included in the Annual Report.

Number of shares for which votes have been validly cast: 50,410,745

Proportion of the share capital represented by these shares: 67.57%

Total number of votes validly cast: 50,410,745
Number of votes for: 48,971,039
Number of votes against: 1,378,888
Number of abstentions: 60,818

(6) Discharge of the members of the Board of Directors from any liability arising from the performance of their duties during the financial year ended 31 December 2024.

The Annual General Meeting decided to discharge the following persons from any liability arising from the exercise of their mandate as directors during the financial year ended on 31 December 2024:

William-John Antholis, Andreas Artemis, Marcel-Constantin Cobuz, Michael Colakides, Haralambos David, Lyn-Mary Grobler, Paula Hadjisotiriou, Leonidas Kanellopoulos, Natalia Nikolaidi, Ioannis Paniaras, Dimitrios Papalexopoulos, Alexandra Papalexopoulou, Kyriakos Riris, Sandra Soares Santos (from 9 May 2024), Theodora Taoushani (until 8 May 2024), Dimitris Tsitsiragos, and Vassilios Zarkalis.

50,410,745
67.57%
50,410,745
50,315,923
0
94,822

(7) Discharge of the statutory auditor of the Company from any liability arising from the performance of his duties during the financial year ended 31 December 2024.

The Annual General Meeting decided to discharge the statutory auditor of the Company, PwC Réviseurs d'Entreprises SRL, with registered office at 1831 Diegem, 5 Culliganlaan, Brussels, represented by Didier Delanoye, from any liability for the performance of its mandate during the financial year ended on 31 December 2024.

Number of shares for which votes have been validly cast: 50,410,745
Proportion of the share capital represented by these shares: 67.57%
Total number of votes validly cast: 50,410,745
Number of votes for: 50,315,923

Number of votes against: 0

Number of abstentions: 94,822

  • (8) Renewal of the mandates of the members of the Board of Directors.
  • (a) Renewal of the mandate of Mr. Andreas Artemis as independent director of the Company.

The Annual General Meeting, upon the relevant proposal of the Nomination Committee, approved the renewal of the mandate of Mr. Andreas Artemis as independent director of the Company, effective as of today, 8 May 2025, for a term of one year, expiring at the end of the annual general meeting of shareholders to be held in 2026. Mr. Andreas Artemis fulfills the criteria of independence set forth in Principle 3.5 of the 2020 Belgian Corporate Governance Code.

Number of shares for which votes have been validly cast: 50,410,745
Proportion of the share capital represented by these shares: 67.57%
Total number of votes validly cast: 50,410,745
Number of votes for: 50,246,073
Number of votes against: 164,672
Number of abstentions: 0

(b) Renewal of the mandate of Mr. Marcel-Constantin Cobuz as executive director of the Company.

The Annual General Meeting, upon the relevant proposal of the Nomination Committee, approved the renewal of the mandate of Mr. Marcel-Constantin Cobuz as executive director of the Company, effective as of today, 8 May 2025, for a term of one year, expiring at the end of the annual general meeting of shareholders to be held in 2026.

Number of shares for which votes have been validly cast: 50,410,745
Proportion of the share capital represented by these shares: 67.57%
Total number of votes validly cast: 50,410,745
Number of votes for: 50,387,989
Number of votes against: 22,756
Number of abstentions: 0

(c) Renewal of the mandate of Mr. Michael Colakides as executive director of the Company.

The Annual General Meeting, upon the relevant proposal of the Nomination Committee, approved the renewal of the mandate of Mr. Michael Colakides as executive director of the Company, effective as of today, 8 May 2025, for a term of one year, expiring at the end of the annual general meeting of shareholders to be held in 2026.

Number of shares for which votes have been validly cast: 50,410,745
Proportion of the share capital represented by these shares: 67.57%
Total number of votes validly cast: 50,410,745
Number of votes for: 50,387,989
Number of votes against: 22,756
Number of abstentions: 0

(d) Renewal of the mandate of Mr. Haralambos David as independent director of the Company.

The Annual General Meeting, upon the relevant proposal of the Nomination Committee, approved the renewal of the mandate of Mr. Haralambos David as independent director of the Company, effective as of today, 8 May 2025, for a term of one year, expiring at the end of the annual general meeting of shareholders to be held in 2026. Mr. Haralambos David fulfills the criteria of independence set forth in Principle 3.5 of the 2020 Belgian Corporate Governance Code.

Number of shares for which votes have been validly cast: 50,410,745
Proportion of the share capital represented by these shares: 67.57%
Total number of votes validly cast: 50,410,745
Number of votes for: 50,317,256
Number of votes against: 93,489
Number of abstentions: 0

(e) Renewal of the mandate of Ms. Lyn-Mary Grobler as independent director of the Company.

The Annual General Meeting, upon the relevant proposal of the Nomination Committee, approved the renewal of the mandate of Ms. Lyn-Mary Grobler as independent director of the Company, effective as of today, 8 May 2025, for a term of one year, expiring at the end of the annual general meeting of shareholders to be held in 2026. Ms. Lyn-Mary Grobler fulfills the criteria of independence set forth in Principle 3.5 of the 2020 Belgian Corporate Governance Code.

Number of shares for which votes have been validly cast: 50,410,745
Proportion of the share capital represented by these shares: 67.57%
Total number of votes validly cast: 50,410,745
Number of votes for: 50,253,491
Number of votes against: 87,219
Number of abstentions: 70,035

(f) Renewal of the mandate of Ms. Paula Hadjisotiriou as independent director of the Company.

The Annual General Meeting, upon the relevant proposal of the Nomination Committee, approved the renewal of the mandate of Ms. Paula Hadjisotiriou as independent director of the Company, effective as of today, 8 May 2025, for a term of one year, expiring at the end of the annual general meeting of shareholders to be held in 2026. Ms. Paula Hadjisotiriou fulfills the criteria of independence set forth in Principle 3.5 of the 2020 Belgian Corporate Governance Code.

Number of shares for which votes have been validly cast: 50,410,745
Proportion of the share capital represented by these shares: 67.57%
Total number of votes validly cast: 50,410,745
Number of votes for: 50,410,745
Number of votes against: 0
Number of abstentions: 0

(g) Renewal of the mandate of Mr. Leonidas Kanellopoulos as executive director of the Company.

The Annual General Meeting, upon the relevant proposal of the Nomination Committee, approved the renewal of the mandate of Mr. Leonidas Kanellopoulos as executive director of the Company, effective as of today, 8 May 2025, for a term of one year, expiring at the end of the annual general meeting of shareholders to be held in 2026.

Number of shares for which votes have been validly cast: 50,410,745

Proportion of the share capital represented by these shares: 67.57%

Total number of votes validly cast: 50,410,745
Number of votes for: 50,408,286
Number of votes against: 2,459
Number of abstentions: 0

(h) Renewal of the mandate of Ms. Natalia Nikolaidi as independent director of the Company.

The Annual General Meeting, upon the relevant proposal of the Nomination Committee, approved the renewal of the mandate of Ms. Natalia Nikolaidi as independent director of the Company, effective as of today, 8 May 2025, for a term of one year, expiring at the end of the annual general meeting of shareholders to be held in 2026. Ms. Natalia Nikolaidi fulfills the criteria of independence set forth in Principle 3.5 of the 2020 Belgian Corporate Governance Code.

Number of shares for which votes have been validly cast: 50,410,745
Proportion of the share capital represented by these shares: 67.57%
Total number of votes validly cast: 50,410,745
Number of votes for: 50,403,438
Number of votes against: 7,307
Number of abstentions: 0

(i) Renewal of the mandate of Mr. Dimitrios Papalexopoulos as non-executive director of the Company, for a term of one year expiring at the end of the annual general meeting of shareholders to be held in 2026.

The Annual General Meeting, upon the relevant proposal of the Nomination Committee, approved the renewal of the mandate of Mr. Dimitrios Papalexopoulos as non-executive director of the Company, effective as of today, 8 May 2025, for a term of one year, expiring at the end of the annual general meeting of shareholders to be held in 2026.

Number of shares for which votes have been validly cast: 50,410,745
Proportion of the share capital represented by these shares: 67.57%
Total number of votes validly cast: 50,410,745
Number of votes for: 50,286,101
Number of votes against: 124,644

Number of abstentions: 0

(j) Renewal of the mandate of Ms. Alexandra Papalexopoulou as executive director of the Company.

The Annual General Meeting, upon the relevant proposal of the Nomination Committee, approved the renewal of the mandate of Ms. Alexandra Papalexopoulou as executive director of the Company, effective as of today, 8 May 2025, for a term of one year, expiring at the end of the annual general meeting of shareholders to be held in 2026.

Number of shares for which votes have been validly cast: 50,410,745
Proportion of the share capital represented by these shares: 67.57%
Total number of votes validly cast: 50,410,745
Number of votes for: 49,940,103
Number of votes against: 470,642
Number of abstentions: 0

(k) Renewal of the mandate of Mr. Kyriacos Riris as independent director of the Company.

The Annual General Meeting, upon the relevant proposal of the Nomination Committee, approved the renewal of the mandate of Mr. Kyriacos Riris as independent director of the Company, effective as of today, 8 May 2025, for a term of one year, expiring at the end of the annual general meeting of shareholders to be held in 2026. Mr. Kyriacos Riris fulfills the criteria of independence set forth in Principle 3.5 of the 2020 Belgian Corporate Governance Code.

Number of shares for which votes have been validly cast: 50,410,745
Proportion of the share capital represented by these shares: 67.57%
Total number of votes validly cast: 50,410,745
Number of votes for: 50,410,745
Number of votes against: 0
Number of abstentions: 0

(l) Renewal of the mandate of Mr. Dimitris Tsitsiragos as independent director of the Company.

The Annual General Meeting, upon the relevant proposal of the Nomination Committee, approved the renewal of the mandate of Mr. Dimitris Tsitsiragos as independent director of the Company, effective as of today, 8 May 2025, for a term of one year, expiring at the end of the annual general meeting of shareholders to be held in 2026. Mr. Dimitris Tsitsiragos fulfills the criteria of independence set forth in Principle 3.5 of the 2020 Belgian Corporate Governance Code.

Number of shares for which votes have been validly cast: 50,410,745
Proportion of the share capital represented by these shares: 67.57%
Total number of votes validly cast: 50,410,745
Number of votes for: 50,410,745
Number of votes against: 0
Number of abstentions: 0

(9) Amendment of the Remuneration Policy of the Company.

The Annual General Meeting approved the amendment of the Remuneration Policy of the Company, effective as of 1 January 2025.

50,410,745
67.57%
50,410,745
43,205,946
7,204,799
0

(10) Renewal of the mandate of the Company's statutory auditor and approval of fees.

On the proposal of the Board of Directors, acting on the recommendation of the Audit and Risk Committee, the Annual General Meeting approved the renewal of the mandate of PwC Réviseurs d'Entreprises SRL ("PwC"), with registered office located at 1831 Diegem, Culliganlaan 5, Brussels, as statutory auditor of the Company for a three-year term, covering the financial years 2025, 2026, and 2027. PwC shall appoint Mr. Didier Delanoye, statutory auditor, to represent it and entrust him with the execution of this term of office, in the name and for the account of PwC. The term of office shall terminate at the end of the annual general meeting of shareholders to be held in 2028 (related to the approval of the annual accounts for the financial year ending on 31 December 2027). The Annual General Meeting also approved the statutory auditor's annual fees for its mandate, which shall amount up to EUR 191,750 (plus

VAT, sundry expenses and IRE contribution), and shall be adapted each year, based on the consumer price index or with the parties' agreement.

Number of shares for which votes have been validly cast: 50,410,745
Proportion of the share capital represented by these shares: 67.57%
Total number of votes validly cast: 50,410,745
Number of votes for: 50,361,874
Number of votes against: 48,871
Number of abstentions: 0

(11) Appointment of the auditor of the limited assurance on the sustainability information imposed by the EU Directive 2022/2464 of 14 December 2022 of the European Parliament and the European Council on sustainability reporting (Corporate Sustainability Reporting Directive), as implemented under Belgian law by virtue of the law of 2 December 2024, as published on 20 December 2024.

On the proposal of the Board of Directors, acting on the recommendation of the Audit and Risk Committee, in accordance with Article 3:60 §2 of the Companies and Associations Code, the Annual General Meeting approved the appointment of PwC Réviseurs d'Entreprises SRL ("PwC"), with registered office located at 1831 Diegem, Culliganlaan 5, Brussels, represented by Mr. Didier Delanoye, as the auditor responsible for providing limited assurance on the sustainability reporting for a three-year term, covering the accounting years 2025, 2026, and 2027. The term of office shall terminate at the end of the annual general meeting of shareholders to be held in 2028 (related to the approval of the annual accounts for the accounting year ending on 31 December 2027). The Annual General Meeting also approved the associated annual fees for PwC's mandate, which shall amount up to EUR 265,000 (plus VAT, out-of-pocket expenses, the IRE/IBR fee and lump sum expense as reimbursement for technology and compliance costs) subject to annual adjustments based on the evolution of the consumer price index or as agreed between the parties.

Number of shares for which votes have been validly cast: 50,410,745
Proportion of the share capital represented by these shares: 67.57%
Total number of votes validly cast: 50,410,745
Number of votes for: 50,373,230
Number of votes against: 37,515
Number of abstentions: 0

(12) Approval, in accordance with Article 7:151 of the Belgian Code of Companies and Associations, of provisions granting rights to third parties, which could materially affect the Company's assets or could impose a material debt or obligation on the Company, where the exercise of those rights is dependent on a public take-over bid or a change of control in the Company (such provisions are common in international loan documentation, but under Belgian law require the approval of the General Meeting of Shareholders).

The Annual General Meeting approved, in accordance with Article 7:151 of the Belgian Code of Companies and Associations, the provisions granting rights to third parties, which could materially affect the Company's assets or could impose a material debt or obligation on the Company where the exercise of those rights is dependent on a public take-over bid or change of control in the Company,

(A) included in the agreements below:

  • (a) a supplemental agreement dated 20 June 2024 relating to a facility agreement of EUR 230,000,000, originally dated 10 April 2017, as amended and restated from time to time, with Titan Global Finance Plc as borrower, the Company as borrower and guarantor, and among other banks, HSBC Bank Plc as agent;
  • (b) a EUR 120,000,000 bond loan, dated 28 June 2024, between Titan Cement Company S.A. as issuer, the Company as guarantor, and Alpha Bank S.A. as bondholder agent and paying agent;
  • (c) an amendment of a EUR 120,000,000 bond loan, originally dated 27 July 2022, as amended from time to time, between Titan Cement Company S.A. as issuer and Piraeus Bank as bondholder agent and paying agent;
  • (d) a renewal of an ALL 1,500,000,000 facility agreement, originally dated 30 January 2018, as amended from time to time, between Antea Cement ShA as borrower, Raiffeisen Bank Sha as lender and Titan Cement International S.A. as guarantor;
  • (e) a renewal of a USD 40,000,000 facility agreement, originally dated 01 July 2014, as amended from time to time, between TITAN America LLC as borrower, HSBC BANK USA as lender and the Company as guarantor;
  • (f) a renewal of a USD 45,000,000 facility agreement, originally dated 30 November 2016, as amended from time to time, between TITAN America LLC as borrower, Wells Fargo Bank as lender and the Company as guarantor;
  • (g) a renewal of a USD 60,000,000 facility agreement, originally dated 08 July 2020, as amended from time to time, between TITAN America LLC as borrower, CITIBANK N.A. as lender and the Company as guarantor; and

(B) which are or may be included in any other agreement or instrument under which the Company:

(i) will enter into a new facility agreement up to EUR 250,000,000, replacing the facility agreement listed above under (A.a), expiring in 2030, with similar terms as the existing facility under (A.a), among Titan Global Finance Plc as borrower, the Company as borrower and guarantor, and, among other banks, HSBC Bank Plc as agent;

  • (ii) raises or guarantees in favour of subsidiary or affiliated companies, any financing (by way of bilateral, club-deal or syndicated financing transactions, the issue of bonds, notes, debentures, loan stock or similar instrument (including by way of private placement), any leasing transactions or factoring arrangements and more generally any other transaction that has the commercial effect of a borrowing), which are used for general corporate purposes (including, but not limited to, financing working capital, capital expenditure, acquisitions, investments, refinancing transactions and equity related distributions) of the Company and/or its subsidiaries, subject to the aggregate total principal amount committed under all financing transactions that include such provisions not exceeding EUR 500,000,000 (five hundred million Euros, or its equivalent in other currencies calculated at the time of entering into the relevant financing transaction);
  • (iii) enters into or guarantees any derivative transaction entered into in the ordinary course of business of the Company and/or any of its subsidiaries (other than for speculative purposes) in order to provide protection against fluctuations in any rate or price or to take advantage thereof.
Number of shares for which votes have been validly cast: 50,410,745
Proportion of the share capital represented by these shares: 67.57%
Total number of votes validly cast: 50,410,745
Number of votes for: 50,410,745
Number of votes against: 0
Number of abstentions: 0

9. Power of attorney.

The Annual General Meeting granted a special power of attorney to Messrs. Michael Colakides, Grigorios Dikaios, Nikolaos Andreadis, Nikolaos Birakis, Spyridon Hadjinicolaou, as well as to Sophie Rutten, Jasper Clarys and Susana Gonzales or any other lawyer or associate of Allen Overy Shearman Sterling (Belgium) LLP, each acting independently, in order to draft, execute and sign all documents, instruments, acts and formalities and to give all necessary or useful instructions to implement the aforementioned resolutions, including, but not limited to, the filing of the annual accounts and the consolidated annual accounts closed on 31 December 2024, and the annual report and the statutory auditor's report relating thereto, with the National Bank of Belgium, the publication of the appointments and extracts of the resolutions and the completion of the necessary publication formalities, with the right to delegate.

Number of shares for which votes have been validly cast: 50,410,745
Proportion of the share capital represented by these shares: 67.57%
Total number of votes validly cast: 50,410,745

Number of votes for: 50,410,745

Number of votes against: 0

Number of abstentions: 0

VI. END OF THE MEETING

The agenda having been completed, the Chair closed the Annual General Meeting at 11:00 a.m. (CET).

After being read and approved, the minutes are signed by the Chair and the members of the bureau.

SIGNATURES

Dimitrios Papalexopoulos Chair

Dimitrios Katsaounis Secretary

Eleni Konstantinopoulou Teller

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