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DVA - Decisions of the Annual General Meeting June 3, 2025

Company: Metlen Energy & Metals Date: 2025-06-04 Language: English Register to download
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## **METLEN ENERGY & METALS S.A. General Commercial Registry No. 757001000**

## **Decisions of the 35th Annual General Meeting**

Metlen Energy & Metals S.A. (the "**Company**") announces that on Tuesday, June 3rd, 2025, at 13.00, the 35th Annual General Meeting of shareholders of the Company was held at the registered offices of the Company. Shareholders representing 88,404,318 common registered shares and voting rights, i.e. 63.21% of the total 139,853,914 total common registered shares participated (physically or remotely through teleconference or by way of exercising their voting right before the meeting)[1.](#page-0-0)

The General Meeting discussed and took the following decisions by majority on the items of the agenda:

(i) On the 1st item of the agenda, the shareholders approved the annual and consolidated financial statements for the financial year 01.01.2024 - 31.12.2024, the relevant Board of Directors' and Statutory Auditor's reports, and the Statement of Corporate Governance and the Sustainability Report, as presented for approval.

(ii) On the 2nd item of the agenda, the shareholders approved the appropriation of the results for the financial year 01.01.2024-31.12.2024 and the distribution of dividend to the shareholders of the Company in the amount of one euro and fifty eurocents (€1,50) per share[2.](#page-0-1) The ex-date and beneficiary determination date (based on the record date rule) of June 26th, 2025, and June 27th, 2025 respectively were approved, and the corresponding amount will be paid to shareholders starting on July 2nd, 2025. The Company will publish a separate announcement concerning the dividend payment procedure in accordance with article 4.1 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 and eligible personnel of the Company of remuneration from the profits of the Company for the fiscal year 01.01.2024 until 31.12.2024, as presented for approval.

(iii) On the 3rd item of the agenda, the remuneration report for the fiscal year 01.01.2024 until 31.12.2024 was put on advisory voting by the shareholders in accordance with the provisions of article 112 par.3 of law 4548/2018.

(iv) On the 4th item of the agenda, the shareholders approved the suggested amendments to the existing remuneration policy for the members of the board of directors.

(v) On the 7th item of the agenda, the shareholders approved the overall management of the board of directors for the fiscal year 01.01.2024-31.12.2024 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.

(vi) On the 8th item of the agenda, the shareholders elected the Auditing Firm PRICEWATERHOUSECOOPERS S.A., having its registered office in Chalandri, Attica (260 Kifisias Av.) and registered with the Special Register of article 13 par. 5 of

<span id="page-0-0"></span><sup>1</sup> It shall be noted that, pursuant to paragraph 1 of article 50 of Law 4548/2018, 3,037,247 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

<span id="page-0-1"></span><sup>2</sup> 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

Presidential Decree (P.D.) 226/1992 under SOEL Reg. No. 113 to carry out the regular audit of the Company's individual and consolidated financial statements for the current fiscal year 01.01.2025-31.12.2025 (including assurance of annual sustainability report), the review of the of the interim financial statements for the period 01.01.2025-30.06.2025 as well as to issue the annual tax certificate and set their remuneration up to €1,160,000.00 (plus VAT) and up to €240,000.00 (plus VAT) respectively.

(vii) On the 9th item of the agenda, the shareholders approved the share capital increase by €210,490 through the capitalization of reserves, by way of issuance of 217,000 new common registered shares with voting rights for the purpose of free distribution to the beneficiaries of the Long-Term Program for Free Distribution of Shares dated 15.06.2021, as amended by the Annual General Meeting of shareholders on 04.06.2024, in accordance with article 114 of law 4548/2018 and the subsequent amendment of article 5 of the Company's articles of association.

(viii) On the 10th item of the agenda, the shareholders approved the establishment of a special reserve account up to twenty million euros (20,000,000€) by using taxed earnings, for the purpose of covering the Company's own participation in the framework of submission of the Company's investment plans to development laws and investment incentives programs.

(ix) Finally, on the 11th item of the agenda, the shareholders approved the payment to the members of the Company's board of directors of fees up to the gross total amount of €2,000,000 for the current financial year 01.01.2025 – 31.12.2025, in accordance with article 109 of law 4548/2018, as in force and the approved "Board Remuneration Policy".

In addition, the Annual Report of the Audit Committee on its activities for the year 2024 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 02.05.2024 – 23.04.2025 according to the provisions of article 9 par. 5 of law 4706/2020.

The board of directors takes in consideration the voting on items 4 & 11 and will engage with shareholders to ensure their feedback is duly assessed and that the Company will take further actions in accordance with the Corporate Governance provisions which the Company has adopted and follows. The board of directors remain committed to achieving the highest governance standards, while recognizing the importance of providing the appropriate incentives to the Company's board of directors and executive management, in line with the Company's long-term goals.

The Company will announce and publish on its website www.metlengroup.com a separate announcement with the detailed results of the voting per decision in accordance with article 133 par. 2 of the law 4548/2018.