AI Terminal

MODULE: AI_ANALYST
Interactive Q&A, Risk Assessment, Summarization
MODULE: DATA_EXTRACT
Excel Export, XBRL Parsing, Table Digitization
MODULE: PEER_COMP
Sector Benchmarking, Sentiment Analysis
SYSTEM ACCESS LOCKED
Authenticate / Register Log In

Metlen Energy & Metals

Annual Report Mar 4, 2021

2755_10-k_2021-03-04_9f47e443-f7de-43e5-8b35-e4bfd0fa537e.pdf

Annual Report

Open in Viewer

Opens in native device viewer

Annual Financial Report for the period

st January to the 31

η December 2020

From the 1

1. Representation of the Members of the Board of Directors
3
2. Annual Board of Directors Management Report4
3. Explanatory report119
4. Statement of Corporate Governance124
5. Independent Auditor's Report190
6. Annual Financial Statements197
7. Availability of Financial Statements308

1. Representation of the Members of the Board of Directors (according to article 4 par. 2 of L.3556/2007)

The

  • a. Evangelos Mytilineos, Chairman of the Board of Directors and Chief Executive Officer
  • b. Spyros Kasdas, Vice Chairman A' of the Board of Directors
  • c. Dimitrios Papadopoulos, Executive Member of the Board of Directors

CERTIFY

a. the enclosed financial statements of "MYTILINEOS S.A." for the period of 1.1.2020 to 31.12.2020, drawn up in accordance with the applicable accounting standards, reflect in a true manner the assets and liabilities, equity and results of "MYTILINEOS S.A.", as well as of the businesses included in Group consolidation, taken as a whole and

b. as far as we know, the enclosed report of the Board of Directors reflects in a true manner the development, performance and financial position of "MYTILINEOS S.A.", and of the businesses included in Group consolidation, taken as a whole, including the description of the principal risks and uncertainties.

Maroussi, 3 March 2021 The designees

Evangelos Mytilineos Spyros Kasdas Dimitrios Papadopoulos

Chairman of the Board of Directors and Chief Executive Officer

Vice – Chairman A' of the Board of Directors

Executive Member of the Board of Directors

BOARD OF DIRECTORS ANNUAL REPORT

The present Board of Directors Annual Report pertains to the 2020 fiscal period. The Report has been prepared so as to ensure harmonization with the relevant provisions of C.L. 2190/1920 as in effect, as replace from 1-1- 2019, by articles 150-154 of law 4548/2018, of law 3556/2007 (GGI 91Α/30.4.2007) and the issued executive decisions of the HCMC, especially HCMC Board of Directors Decision number 7/448/11.10.2007.

The present report contains financial details on the entity titled «MYTILINEOS S.A.» (hereinafter called the «Company») and its subsidiaries and associated companies (hereinafter called the «Group», jointly with the company) for fiscal year 2020. It describes major events that occurred in the same period and their influence on annual financial statements. It also describes the main hazards and risks that may be faced by the Group member companies in the forthcoming year; finally, it lists major transactions between the Company and the persons associated with it.

I. FULL YEAR 2020 REVIEW - PERFORMANCE AND FINANCIAL POSITION

i. The table below shows an analysis of the Group operational result per sector as well as other items.

(Amounts in mil €) 1/1 - 31/12/2020 1/1 - 31/12/2019 % Delta
Turnover 1,898.6 2,256.1 -16%
Metallurgy 499.3 594.2 -16%
Power & Gas 927.0 996.1 -7%
SES 208.9 277.6 -25%
RSD 263.5 388.2 -32%
Other 0.0 0.0 0%
EBITDA 315.2 313.2 1%
Metallurgy 136.1 164.3 -17%
Power & Gas 156.8 100.9 55%
SES 10.9 22.2 -51%
RSD 15.1 29.1 -48%
Other (3.7) (3.3) 14%
0.0 0.0
(-) Depreciation / Amortization (90.2) (93.6) -4%
(+ - ) Net Financials (53.7) (40.6) 32%
(+) Share of profit of associates 1.2 0.8 49%
(-) Tax (28.4) (29.5) -4%
(-) Result from discontinuing operations (1.5) (2.7) -45%
(-) Minoritiy Interest (13.6) (2.7) 396%
Net Income attributable to parent Shareholders 128.9 144.9 -11%
Margin (%) 1/1 - 31/12/2020 1/1 - 31/12/2019 Δ(bps)
EBITDA 17% 14% 271.93
Net Profit 7% 6% 36.83

ii. The table below shows an analysis of cash flows and the change of net debt for the period.

(Amounts in mil €) 1/1-31/12/2020
315
EBITDA
(-) 2019 late maturity of payments (RSD/SES) -39
(-)
(-)
SES contract temporary financing
Working Capital
-43
8
2
Funds from operations 315
(-) Tax -36
(-) Interest -31
Operating Cash Flow 249
(-) Maintenance Capex -68
(-) Growth & Productivity Capex -82
Free Cash Flow 9
9
(-) M&A & Other Financial / Investement Cash Flows -216
Net Debt Change (117)

Annual Financial Report for the period

From the 1 st January to the 31 η December 2020

II. BUSINESS MODEL

MYTILINEOS S.A. (the "Company" or "MYTILINEOS") is a leading international industrial and energy company with a dynamic presence in all 5 continents. It is active in the sectors of Electric Power & Gas Trading, Metallurgy, Renewables & Storage Development, and Sustainable Engineering Solutions. It is listed on the Athens Stock Exchange, with a consolidated turnover of approximately €1.9 bn and more than 3,800 direct and indirect employees and 9,500 suppliers (in Greece and abroad).

As a responsible industrial company, MYTILINEOS strives for constant business excellence, balancing economic growth with sustainable development. Its business activity creates a total added value of €1.06 bn, equal to 0.6% of the country's total GDP. Moreover, the Company's strong international presence in more than 30 countries makes it a global leader, while its exports to foreign markets account for more than 2% of total Greek exports, with significant benefits for the national economy.

MYTILINEOS:

  • is a leader in the Metallurgy sector. The Company's Metallurgy Business Unit has established itself as one of the strongest representatives of the sector in the European Union, as it operates the only vertically integrated alumina and aluminium production and marketing unit in the Union and, together with its mines and secondary aluminium production unit, is a driving force for the national economy, as well as for the development of the Greek regions. It is the second largest bauxite producer in Greece and by extension in Europe, with an annual production of 650,000 tonnes of bauxite, and an annual production capacity exceeding 220,000 tonnes of aluminium (primary and secondary cast) and 820,000 tonnes of alumina. Its industrial complex in Ag. Nikolaos, Viotia, operating using the "Aluminium of Greece" brand, has completed more than 50 years in operation and 15 years of continuous growth, made possible by the adoption of production and commercial practices comparable to those of the leading metallurgical industries worldwide, and by over €600 million of investments in the technological modernization of the plant's facilities and the increase of its production and productivity – one of the largest private investments to be carried out in Greece recently.
  • MYTILINEOS is also well established in the electric power and natural gas market. The Company's Electric Power & Gas Trading Business Unit, through Protergia, brings together under the same roof the management of all MYTILINEOS energy-related fixed assets and activities. The Company today ranks as one of the leading private sector actors in the electric power market and is the largest independent electric power producer and supplier in Greece, with a portfolio of energy assets totaling more than 1,200 MWh of installed

capacity, accounting for over 13.5% of the licensed thermal plant production capacity in place in the country. As a private electric power producer investing in high-tech power plants, Protergia has an intimate knowledge of the electricity market and is constantly engaged in carrying out environment-friendly investments, thus contributing to the Greek economy and to employment. Protergia is also active in the supply of electric power, providing electricity to businesses, professionals and households and aiming to meet the customers' requirements for competitive prices and modern, reliable services.

The Company's activity in the energy sector is strengthened by its Gas Trading Unit, which secures the Company's supply with natural gas on competitive terms, thus enabling it to enhance the latter's energy profile and, at the same time, achieve remarkable organic growth

  • MYTILINEOS invests strategically in the national and global goal of energy transition, putting all its forces at the service of Sustainable Development. Thus, the Company proceeded to transform its EPC & Integrated Projects Sector (METKA) into a new, modern and innovative Business Unit, the Sustainable Engineering Solutions Business Unit (SES BU). With an expanded business scope, the new Unit, in addition to the construction of thermal power plants and selected infrastructure projects it traditionally carries out, also focuses on the dynamic development of Sustainability Projects, such as solid and liquid waste management, hybrid and off-grid energy projects, energy upgrade projects, and the implementation of innovative first-ofkind energy projects (e.g. hydrogen projects).
  • Moreover, recognizing the great prospects of solar energy, which is an important factor in achieving the goals of decarbonization of economies worldwide, in the context of the broader investments in RES projects, and taking also into account the position of its subsidiary METKA EGN as one of the leading manufacturers of photovoltaic and energy storage projects worldwide, the Company has created a new Renewables & Storage Development Business Unit. With this strategic initiative, MYTILINEOS creates a strong pillar for growth, while also providing inherent synergies between its business activities. The new Business Unit is a global manufacturer and contractor for solar energy projects, offering reliable solutions across the entire range of the activities involved in developing such projects, from autonomous solar parks and energy storage projects to complex hybrid projects. With its strong expertise, international activity and unparalleled response capabilities, the Company designs and implements high quality projects for its customers.

The Unit's broader strategy also includes the use of the Build-Own-Transfer ("BOT") business model for the development of photovoltaic projects, utilizing construction technology proprietary to the Company and having successfully completed over 1.5 GW of solar power plants and 400 MW of energy storage projects on all five continents.

Vision

"To drive our business to global success, inspired and motivated by our Greek heritage."

Business Mission

"To operate in challenging local and international markets, showing resourcefulness, efficiency and respect for the environment and for society. We rely on our people's potential and we create value for our customers, our shareholders, our employees and the Greek economy."

Corporate Values

The Company's corporate values stem from the Management's principles and vision. They represent the basis of its culture and the foundations of its business growth.

Effectiveness with Safety as a Priority

The Company rises successfully to the demanding challenges it faces and remains focused on achieving its objectives, always ensuring safety at work.

Ceaseless Effort for Competitiveness by All Employees

The Company's effort to be competitive continues unabated and is based on our people's know-how, skills and devotion as well as on its on-going modernization investments.

Respect and Important Role for all Employees

The Company respects employees, helps them develop their abilities, communicates with them, provides them with opportunities to gain experience and empowers them in their role, in all jobs across the organization.

Two Success Factors: Team Work and Excellence

Through teamwork, the Company achieves results that initially seemed impossible. In addition, it acknowledges excellence at individual level and brings it into effective action.

Continuous Progress by All in Everything we Do

Continuous progress is integral to the Company's role, alongside the execution of the current work.

The Company's main goal is to grow continuously and responsibly and to maintain the leading position of all its Business Units in their respective sectors through continuous reinvestment, while at the same time securing its sustainability and steady yields for its shareholders.

Strategic priorities:

METALLURGY BUSINESS UNIT

  • Continuous improvement and commitment in Health & Safety at the workplace.
  • Ongoing productivity and performance improvement in order for the Company to maintain its position in the first quadrant of the global cost curve.
  • Increase of the amount of aluminium produced through the production of secondary cast aluminium.
  • Reduction of total CO2 (scope 1 & 2) emissions by 65%, and reduction of specific emissions by 75%, per tonne of aluminium produced by 2030 (relative to 2019 emission levels).
  • Improvement of the environmental footprint by continuous investments, and the development of relevant know-how and innovative solutions.
  • Ensuring the supply of raw materials.
  • Provision of optimal products and solutions to customers, over and above the mere supply of goods.
  • Exploiting opportunities for expansion of the Metallurgy Business Unit to new areas of activity.
  • Strengthening vertical integration or expansion in order to strengthen the metallurgical business activity.
  • Increasing competitiveness through strategic investments and risk-hedging methods.

ELECTRIC POWER & GAS TRADING BUSINESS UNIT

  • Largest vertically integrated private electric power and gas company (utility) in Greece,
  • No 1 private supplier in the retail electricity market with a growing presence also in the retail gas market focusing on further expanding its market share, holding a significant share of the wholesale natural gas market and thus ensuring competitive energy production costs.
  • Strong presence in the RES sector, with further implementation of a significant portfolio of RES projects that substantially contribute to the effort of the Greek electric power generation sector to double its installed RESbased capacity, and gradual development of business activities in electric power storage projects.
  • Construction of a new 826 MW combined cycle gas-fired power plant (CCGT), to further consolidate the Company's position as the No 1 independent electric power producer in Greece.
  • Reduction of specific carbon dioxide (CO2) emissions by approximately 50% per MWh generated by 2030 (relative to 2019 emission levels).
  • Maintaining its leading position in gas imports, with a strong presence also in cross-border trade.
  • Expansion to the energy market of neighboring countries.

RENEWABLES & STORAGE DEVELOPMENT BUSINESS UNIT

  • Leadership in the implementation of EPC projects for Photovoltaic and Energy Storage projects, with a strong international presence.
  • Investments in RES projects that are an important parameter for achieving the goals of decarbonization of economies worldwide.
  • Reach net-zero emissions by 2030, through specific activities and concrete initiatives and actions.
  • Further implementation of energy storage projects, an important factor towards the increasing development of RES-based energy production.
  • Adoption of a comprehensive approach to the development and implementation of projects falling within the scope of the Renewables and Storage Development Business Unit, and decision-making regarding the implementation of a new combined investment model.
  • Continuous exploitation of new opportunities emerging as a result of the increase in competitiveness.
  • Strengthening relationships and strategic partnerships with major investors in the sector.

SUSTAINABLE ENGINEERING SOLUTIONS BUSINESS UNIT

  • Dynamic penetration in Sustainable Engineering Solutions projects in the sectors of circular economy, hybrid, off-grid and innovative energy projects (e.g. hydrogen projects), in Greece and abroad.
  • Entry and dynamic presence in the market for energy recovery projects using domestic and industrial waste, in collaboration with specialized technology providers, as well as in industrial and other wastewater treatment projects using pioneering technology proprietary to MYTILINEOS.
  • Reach net-zero emissions by 2030, through specific activities and concrete initiatives and actions.
  • Maintaining and strengthening our position in the Greek and international market for gas-driven energy production projects and gas transmission and distribution (T&D) projects.
  • Further development of our presence in high added value Infrastructure projects, including PPPs and Concessions, focusing as a priority on the Greek market and on selected developing countries.
  • Continuous exploration and implementation of synergies with the other MYTILINEOS Business Units, as well as with international partners in new technologies and strategies.
  • Balanced geographical expansion to new markets with significant growth prospects, and strengthening of our presence in countries where we operate today.
  • Exploiting energy saving opportunities by developing solutions for a wide range of activities and customers.
  • Exploring and exploiting the opportunities arising from the digitization of energy services in existing and new activities.

Moreover, MYTILINEOS, as a responsible company, is committed to the principles of Sustainable Development. The Company's strategy in this area is expressed by the implementation / support of major initiatives that contribute substantially to the achievement of the 17 Sustainable Development Goals established by the UN, and of the corresponding national priorities. In this respect, the Company's main commitments for the next 10 years are the following:

  • To consistently implement its new ambitious plan of the emissions reduction targets initiatives, in terms of its commitment for the decarbonization of its activities by 2050. Helping at the same time, to keep the global average temperature increase well below 2°C relative to pre-industrial era levels (targets agreed at the 21st Conference of the Parties to the United Nations Framework Convention on Climate Change in Paris).
  • To adapt its activity to the consequences of climate change, analyzing the risks involved, while also taking advantage of the opportunities arising.
  • To maintain its objective of ensuring a healthy and safe work environment without accidents, adopting a prevention-oriented approach.
  • To continue to treat its people with responsibility and consistency, remaining their first choice of employer during their entire career paths, while at the same time investing their training and in the development of their skills.
  • To ensure the further reduction of its environmental footprint by properly managing and limiting potential environmental impacts, in terms of water and energy use, the protection of local biodiversity, and the management of waste.
  • To promote the principles of Sustainable Development and Responsible Entrepreneurship to its key suppliers and business partners.
  • To continue to consistently implement its social policy, through actions and initiatives that enhance its harmonious coexistence with its local communities as well as with society at large.
  • To ensure respect for human rights and a non-discriminatory and inclusive work environment.

These commitments define more broadly a framework for responsible business behavior and, in particular, how environmental, social and governance (ESG) issues are managed by each Business Unit and subsidiary of MYTILINEOS, with the aim of enhancing their capacity to generate long-term and sustainable value.

Value creation process

The way in which MYTILINEOS creates and allocates value is a key element of its business model.

Value created by the Company over time manifests itself in increases, decreases or transformations of the capitals caused by its business activities and outputs. That value has two interrelated aspects – value created for: (a) the Company itself which enables financial returns to the shareholders and the providers of financial capital and (b) its other Stakeholders and for society at large.

From approaching the markets, developing and maintaining customer relationships and purchasing raw materials, to producing, marketing and selling its products right through to the end of their lifecycle, and to raising funds, MYTILINEOS creates an important value chain with strong social and economic impact. Across all its sectors of business activity, the Company supports incomes, tax revenues and jobs and, respectively, the same applies for its suppliers and business partners within their own value chain. This way, a multiple positive footprint is generated, reaching beyond the range of its business activities to affect domestic employment and the relevant professional sectors in the overall economy.

An illustration of MYTILINEOS' Business Model is presented below, together with the value created by the Company on the economic, environmental and social level as a result of its business activity.

III. 2020 REVIEW - PERFORMANCE AND FINANCIAL POSITION

2020 was an unusual year, during which humanity faced the unprecedented challenges posed by the Covid-19 pandemic. The highly restrictive measures imposed for citizens' protection, and the prevailing uncertainty led to a significant reduction of economic activity, with the global economy experiencing the greatest recession in the post-war era.

Greece, taking early precautionary measures, such as curfews, managed to maintain low rates of Covid-19 cases and deaths compared to other European countries, during the first pandemic wave. However, the increased restrictions and the pandemic's second wave outbreak resulted in a significant decline in economic activity, especially in the most affected industries, such as transport, tourism, trade, food services and entertainment. For 2020, according to the latest projections, the recession is expected to surpass the initial forecasts as the GDP is estimated to decline by 10.5%, with the Primary Deficit reaching €18.2 billion, due to increased public spending and a decline in public revenues due to the pandemic.

Governments and Central Banks' continuous interventions have gradually managed to stabilise the global markets after the first quarter of 2020, while the progress on vaccination has reinforced the positive outlook for the end of the crisis and a strong financial recovery during 2021. More specifically, according to the EU Commission's forecast (November 2020), in 2020, the global economy marked a 4.2% decline, and 7.5% in the Eurozone . Respectively for 2021, it is estimated that the global market will recover to pre-crisis levels driven by strong growth in China, while the Eurozone will partially recover, with a 3.6% growth rate.

For Greece, which starts from a low level, GDP growth rate is expected to be higher than the Eurozone's average rate. Although, a crucial factor of this scenario will be the developments in tourism sector and the potential benefit from the European Commission's €750 billion Recovery Fund, in response to the financial recession.

MYTILINEOS, always closely monitoring the domestic and international developments, took timely and effective measures, prioritising the health and safety of its employees and managed to ensure the Company's continuity of operations minimizing the financial impact of the pandemic.

Specifically, despite the conditions of uncertainty, MYTILINEOS, backed by the Power & Gas Business Unit's strong performance, the competitiveness of the Metallurgy BU, as well as the accelerated implementation of EPC projects in the Business Units of Renewables & Storage Development and Sustainable Engineering Solutions, managed to maintain its profitability at the pre-pandemic levels of 2019, whilst setting solid foundations for additional growth in 2021.

Power & Gas Business Unit

2020 was marked by (a) the outbreak of the Covid-19 pandemic, which led to a lower electricity demand by 4.1% compared to 2019, (b) the low Natural Gas prices and (c) the launch of the new model (Target Model) of the energy market on November 1st.

The following chart presents the total coverage per source of energy (energy mix) of the total electricity demand (in TWh) in 2020 and 2019:

Despite the challenging circumstances due to the lower demand, the Company's ability to source Natural Gas at very competitive prices, combined with the high efficiency, availability and reliability of the Company's power units (two combined cycle CCGT and one high efficiency Combined Heat and Power plant) resulted to a 5.55 TWh total production. This amount represents 11.1% of the total domestic electricity demand in the interconnected system and 29.7% of the Natural Gas production.

The Company's thermal and renewables units total production reached 6.07 TWh, a 12.1% share of the total demand.

MYTILINEOS, benefiting from its large Natural Gas portfolio, due to its high self-consumption profile, as well as the long experience in trading LNG and Natural Gas, through a wide network of international suppliers, continues to create new opportunities for Natural Gas supply with more competitive terms. In addition, the Company benefited from the low market prices trends during 2020. Thus, the cost of Natural Gas supply for MYTILINEOS was significantly lower than the average Greek market prices.

Following the above, MYTILINEOS made a strong entrance in the wholesale market (sales to third parties) and exports to the neighboring Balkan markets. In 2020, MYTILINEOS market share of total Natural Gas imports reached 36%, while the respective share of exports reached 72%.

Regarding energy and natural gas supply, Protergia is strengthening its position in the retail representing 285.000 electricity and Natural Gas clients, compared to 203.000 in 2019 while its electricity market share increased to 7.7% from 5.5% in 2019.

At the end of 2020, the Company's RES installed capacity reached 222.2 MW, with the addition of a 11 MW Wind Park, which was launched during the third quarter of 2020. In 2020, the construction of a new Wind Park of 43.2MW was also initiated.

The construction of the new 826MW Gas-fired Combined Cyrcle (CCGT) power plant with General Electric's H-Class gas turbine, is continuing normally and in accordance with the initial timeline. The power plant is expected to be commissioned by the end of Q4 2021, strongly contributing in the country's transition to an energy mix with a significantly smaller carbon footprint. The project is executed by the Company's Sustainable Engineering Solutions Unit with important synergies, ensuring reduced investment costs.

Metallurgy and Mining Sector

The fragile environment in the Alumina and Aluminium markets, which was already evident in alumium declining prices during the 2nd Half of 2019, due to increased supply, was also greatly affected by the spread of Covid-19 in western countries, especially after the Q1 of 2020. The demand for Aluminium decreased due to the impact of the pandemic and overall uncertainty about the timing of the economic recovery.

Despite the drop in the prices, the supply of primary cast Aluminium and the respective demand of calcined Alumina showed noticeable resistance. On the one hand, this is due to the decreased production costs, since many production factors underwent major price drops (energy, raw materials) and on the other hand due to the cost avoidance from partial or total production cuts of primary cast metal, since there wasn't visibility for the relaunch of production. The producers of secondary cast metal were forced to reduce their production, since it was much harder to find scrap following the declined global production, especially in the automotive and aerospace industries, and had lower profit margins compared to the production of primary cast metal. The balance in the metal's supply and demand was partially restored from the reduced production of the secondary cast metal.

During H2 of 2020, the prices recovered due to the positive outlook of the pandemic's development with the news of the vaccines production and distribution, as well as the quantitative easing programs announced by FED and the European Central Bank for the support of the economies of U.S.A. and E.U. respectively.

The trend of declining Aluminium prices in the 2nd Half of 2019 continued during the 1st Half of 2020, driving LME 3m Aluminium price at the level of 1.460\$/t. Prices recovered sharply during the 2nd Half of 2020 resulting to an average annual price of \$1.730/t, limiting 2020 average price decline to -4% compared to 2019.

Unprecedented decline of the prices were recorded in the premia of Aluminium products, due to the reduced demand of the metal, led by the production cuts mainly in the metal process chain for uses outside of the pharmaceuticals and food industries. Compared to 2019, the premia prices of the billets were decreased by 35% and the premia prices of slabs decreased by 15%. Towards the end of 2020, the prices were increased, boosted by optimistic news about the vaccination progress and the projected positive impact on the economy.

The API Index of Alumina marked a significant decline, landing at 230\$/t, with an average annual price of 270\$/t, down 18% compared to 2019. Prices remained at low levels, and only by the end of 2020 began to increase again, recording the highest price level of the year in December.

The USD strengthened against the EURO during the 1st Half of 2020, though lost its momentum, especially towards the end of the year. On a full year basis USD settled at 1.14 slightly weakened, compared to 2019 (€/\$ 1.12).

The reduced raw material and energy prices in 2020 compared to 2019, partially offset the effect of the lower market prices, improving the Alumina production costs by 25% and Primary Cast Aluminium production cost by 20%.

The new Metallurgy competitiveness program, "HEPHAESTUS", is in full deployment. The program is expected to continue until the end of 2021, with a total target at €60 million, of which €35 million refer to the improvement of EBITDA on a recurring basis and the remaining amount to one-off savings. In 2020, MYTILINEOS already recorded the largest cumulative production of primary cast and secondary cast Aluminum, including EPALME's yearly results.

The Aluminium complex maintained its excellent health and safety standards as it was the case also in 2019, since no accidents occurred leading to any interruption of operation.

Renewables & Storage Development Business Unit (RSD)

As the company strategically invests in the development of Solar PV & Energy Storage projects, a new Business Unit was established in 2020 focusing on Renewables & Storage Development projects, through the construction of projects for third parties, as well as through its own development platform.

The pandemic impacted the financial performance of the Unit, especially during the first 9 months of 2020, since the construction timeline of contracted projects was shifted, as well as the contracting of new projects. The negative impact led to a reduced turnover & EBITDA by ~40% compared to the initial budget for the period. The last quarter of 2020 started a gradual recovery with the signing of new projects and the normalization of construction progress. Especially, during the last months of 2020, the Company announced a series of new agreements, regarding new projects for its own platform, as well as for third parties in countries such as Chile, Spain, Scotland, Australia and Greece.

Significant events of 2020

Solar & Energy Storage Projects for Third Parties:

During 2020, regarding the EPC projects, the construction of two large projects in Spain and Chile, 300 MW & 170MW respectively and four energy storage projects of 140MW in UK were concluded. The project "Talasol" in Spain was one of the largest to be constructed in Europe the last year, while the "Atacama Solar Project" in Chile was the second largest in the country. At the same time, new projects were undertaken in Greece and the UK, while in a mature phase of contracting are new projects in Chile, Spain, Uzbekistan & Greece.

Detailed events of the period concerning Solar PV and Energy Storage projects for third parties:

  • Completion and connection with the Photovoltaic Power Plant Network of a capacity of 300MW at the municipality of Talaván at Cáceres, Spain (Talasol Project) under the initial timeline, despite the challenges due to the pandemic.
  • Completion of the construction of a 170MW Photovoltaic Power Plant at the municipality of Pica at Tarapaca, Chile (Atacama Project).
  • Contracting of 10 Photovoltaic Power Plants with a 123MW capacity in Chile, on behalf of Frontus Prime Solar SPA, Chilean Stock Market Company.
  • Completion, connection and delivery of 2 Power Plant units of 130MW capacity in Zhambyl and Kyzylorda in Kazakhstan (MKAT & Nomad projects).
  • Construction commencement of a 15MW Photovoltaic Power Plant with solid foundations and its own substation in the Region of Kozani, with a contractual price of approximately € 9.7 million for the PPC Renewables S.A.
  • Project launch for National Energy for the construction of a 24MW Photovoltaic Power Plant in Greece at a contractual price of € 12.95 million.
  • Contracting and project launch of a Photovoltaic Power Plant with a 20MW capacity in Kastro of Viotia, Greece on behalf of EDF.
  • Project launch of a Pampa Tigre Photovoltaic Power Plant with a 118MW capacity in Antofagasta, Chile.
  • The completion, connection and delivery of the 5MW Hybrid Power Plant in Tunisia on behalf of ENI Spa within the premises of its gas refinery in Tataouine.
  • Completion and delivery of a group of energy storage projects in the United Kingdom and more specifically: 1) Thurcroft Project – 50 MW, 2) Wickham Project – 50 MW, 3) Byers Brae – 30 MW, 4) Glassenbury – 10 MW.
  • During the end of 2020, t RSD BU has been announced as preferred bidder for the EPC of a 200 MW Solar project in Kozani, for PPC Renewables SA.. Construction is expected to commence in 2021.

Solar and energy storage projects of the Unit's own Investment Portfolio:

Regarding the Build, Operate & Transfer (BOT) projects, the sale of a portfolio of Solar PV parks in the Northern and Centre Greece, of 47MW capacity, was completed, while the development of projects continued in countries like Greece, Italy, the UK, Chile, Mexico, South Korea, Taiwan and Australia.

The total capacity of the BOT portfolio reaches the 4 GW including projects that are in various stages: from early development stage to "ready to build" projects.

Detailed events of the period regarding Solar PV and energy storage projects of own investment portfolio

• Completion of sale of a 47MW Solar PV parks portfolio based in Northern and Central Greece, priced at €45.8 million.

  • Project launch and partial completion of three solar projects with a capacity of 117MW in Australia. The construction of the solar parks is part of the total investment portfolio, which was acquired by the Unit, in 2019, through its subsidiary METKA EGN in Australia with a total capacity of 250MW.
  • Acquisition of a portfolio of permits for Photovoltaic Power Plants in Cyprus with a total capacity of 26MW. The projects will be constructed and completed during 2021.
  • Acquisition of a portfolio of permits for Photovoltaic Power Plants in Spain with a total capacity of 100MW. More specifically, the projects are:
    • Jaen 50MW in Andalucia, Spain. The project is now ready to launch and the construction is expected to begin during the first quarter of 2021.
    • Guilena 50MW in Seville, Spain. This project is also ready to launch and the construction is expected to begin during the second quarter of 2021.
  • Acquisition of a portfolio of permits for Photovoltaic Power Plants in Austration with a total capacity of 185MW. More specifically, the projects are:
    • Moura 100MW in Queensland, Australia. This project is ready to launch and the construction is expected to begin during the first quarter of 2021.
    • Wyalong 75MW in New South Wales, Australia. This project is ready to launch and the construction is expected to begin during the second quarter of 2021.
  • Acquisition of a portfolio of permits for Photovoltaic Power Plants in the United Kingdom with a total capacity of 136MW and more specifically for the following projects:
    • Defford 50MW in Worcestershire, United Kingdom. The project is ready to launch and the construction is expected to begin during 2021.
    • Watnall 10MW in Nottinghamshire, United Kingdom. The project is ready to launch and the construction is expected to begin during 2021.
    • Elgin Portfolio 76MW amongst which 50MW are based in Linkoshire and 26MW in Perth & Kinross, Scotland.

Sustainable Engineering Solutions Business Unit (SES)

The Sustainable Engineering Solutions Business Unit had a low performance in 2020, mainly due to the effects of Covid-19 pandemic, and the projects' timeline shift in both the implementation and the contracting of new projects. Nevertheless, the Business Unit showed resiliency, delivering positive results at the end of the year.

The main projects of the SES BU in the 2020 were:

  • a) "Engineering , Procurement and Construction (EPC) of a 250MW Power Plant" in Ghana at a contractual price of \$ 374 million, which recorded € 43 million turnover.
  • b) "Engineering, Procurement and Construction of a new Combined Heat and Power Plant (CHP) in Ljubljana, Slovenia" at a contractual price of € 118 million, which marked a € 42.3 million turnover.
  • c) "Long-term Maintenance of the Gas Turbines of the Power Plant No 5 of the Steam Power Plant of Megalopolis" at a contractual price of € 100.5 million, which marked a € 32.3 million turnover.

Since the fourth quarter of 2020, the Sustainable Engineering Solutions BU has started to present positive results starting with the increase of the backlog within 2020. The backlog of the already contracted projects is reaching €1,023 million, while including the projects that are in a mature stage of contracting, the total pipeline exceeds €1.5 billion.

Significant events in 2020

MYTILINEOS decisively contributes to the energy upgrading of public areas in the municipalities and undertakes the street lighting project in Volos Municipality in the context of a joint venture with its subsidiary ELEMKA, budgeted at €14.3 million. Given that 50% of a city's electricity consumption derives from the street lighting network, energy saving in the municipalities has turned into an imperative need, both regarding the rational use of resources, as well as the pushing forward of energy efficiency. During the project, the existing energy consuming conventional street lights shall be replaced with high efficiency LED lights encompassing the latest Internet of Things (IoT) capabilities. The new framework to be used will adopt the most state-of-the-art solutions in the lighting technologies and will offer, besides a more regulated and high quality light, an improved visible luminous efficacy and a better ambiance in the urban environment; it will additionally save up to 55% of the electricity supply, reducing thus the cost and the Municipality's energy footprint.

MYTILINEOS's subsidiary, ZEOLOGIC S.A., signed an agreement with INWASTE S.A. at a contractual price of € 4.35 million, for the construction of the first waste treatment plant of solid and hazardous waste, such as petroleum sludge, heavy metallurgy industry waste, etc. This unit is designed and will be fully implemented by ZEOLOGIC Commercial & Industrial S.A., following all the latest global standards of environmental design. The new plant will be constructed at INWASTE's private property in Northern Greece and will be the first hazardous waste treatment and neutralization plant, to which the GACS (Geochemical Active Clay Sedimentation) treatment method will be applied, converting wastes to "Non-Hazardous" after its treatment and allowing its safe management. The GACS Geochemical Method is a pioneering method globally and its rights are owned exclusively by ZEOLOGIC Commercial & Industrial S.A.. It is important to note that the design and implementation of this unit is a result of this innovative technology of waste treatment, which ZEOLOGIC offers and is applied to increasingly more sectors, offering high quality environmental solutions and the treatment of hazardous waste with high pollution.

During 2020, MYTILINEOS S.A. also signed a contract with the Ministry of Infrastructure and Transport of the Hellenic Republic for the project "Remaining Works for the completion of the Motorway Connecting Aktio with the Western North-South Axis'". Specifically, MYTILINEOS will manage the completion of the construction of 32km of the Aktio-Amvrakia motorway. The project includes the construction of four grade separated intersections, one at-grade intersection and the construction of a service road network with a total length of 23 kilometers. The Ministry of Infrastructure and Transport using the preemption right, foreseen in the Contract, may assign to MYTILINEOS, within two years, a complementary agreement for the 'Aktio-Amvrakia' axis connection with the Ionian Motorway through the Rivios' interhange. The contract's value is €73.47 million and the completion time is 30 months after its signing. The preemption agreement value is set at c. €5 million.

In addition, during 2020, a joint venture with companies led by MYTILINEOS signed an agreement for the Engineering, Procurement and Construction (EPC) of Protos Energy Recovery Facility in Cheshire, United Kingdom, with an annual capacity of 400,000 tons of non-recyclable waste. More specifically, the Sustainable Engineering Solutions Business Unit will undertake the project on behalf of Covanta, Biffa and Green Investment Group. MYTILINEOS partner for this project is Standardkessel, Baumgarte GmbH (SBG), one of the most acclaimed technological providers in waste-derived energy recovery, with a track record of successful projects realized in the United Kingdom and the rest of the world. This is a strong proof and recognition of the SES Business Unit's ability in undertaking complex, integrated EPC projects, of high technical requirements and global reach. During the project execution, MYTILINEOS will act as the leader of the EPC Joint Venture. The facility will be designed for a maximum annual throughput of 400,000 tonnes of waste (i.e. 200,000 tonnes per line), primarily sourced from the residual fraction of Municipal Solid Waste (MSW) and Commercial & Industrial (C&I) waste. The project's value for MYTILINEOS S.A. is € 182 million.. The project is owned by Covanta, Green Investment Group and Biffa and is part of a wider development known as Protos, a new hub for energy and resource technologies owned by Peel L&P Environmental. The site will bring together a range of low carbon energy solutions for businesses and aims to provide a blueprint for the UK, as the country moves towards achieving net zero carbon emissions. Protos is the first and sole largescale Energy Recovery Facility from waste, being constructed by a Greek Company, being also the leader of a joint venture. This project is, paving the way for MYTILINEOS for its dynamic entrance in a market with limited players since it requires deep know-how and expertise.

The project, owned by Covanta, Green Investment Group and Biffa, is part of a broader development of an energy and resource hub known as Protos and owned by Peel L&P Environmental. The hub will bring together a range of low environmental footprint solutions for businesses and aims to set an example for the UK in achieving its zero carbon target.

During 2020, the construction of a power generation plant in Tobruk, Libya, relaunched, as the necessary funding lines that were languishing have been activated. Following a long period of clashes and political unrest, the country is gradually returning to normal and lays the foundations for a future with energy sufficiency and security. In this framework, the General Electricity Company of Libya (GECOL) enacted the Letter of Credit towards MYTILINEOS giving the green light for the construction of the plant which will be implemented in three stages: The first turbine will be constructed in the first stage and it will be able to directly reinforce the country's energy system by almost 160MW.

Once all three stages are finalized, the plant will be of a total power output of more than 650MW and will have a dual fuel (natural gas or distillate fuel oil) ability. It will include the supply and installation of 4 General Electric GT13E2 gas turbines in open cycle configuration, together with all associated balance of plant equipment and a 220/66kV substation. As it has already been announced, the contract value for MYTILINEOS amounts to \$400 million.

Closing, the backlog of already contracted projects stands at € 1,023 million. This does not include the amount of €420 million from the backlog of the Deir Azzur project, for which the Group as announced has paused the construction.

Finally, it should be noted that the backlog for the SES Business Unit existing projects amounts to € 1,023 million. The table below shows the expected income for the main projects per country which contribute significantly to the total backlog. Regarding the Libya project, the Company stays vigilant and the works shall begin as soon as the conditions for the project's seamless completion arise.

Sustainable Engineering Solutions
(Amounts in thousands €) up to 1 year 1-3 years 3-5 years > 5 years Total
LIBYA 1,337 - - - 1,337
GREECE 138,857 152,249 23,929 - 315,036
SPAIN 207,094 89,733 50,769 2,745 350,341
GHANA 20,428 27,814 19,626 - 67,869
SLOVENIA 67,814 111,580 2,016 - 181,410
GERMANY - - - - -
UNITED KINGDOM 62,833 7,233 - - 70,065
OTHER 1,196 35,699 - - 36,895
Total 499,559 424,308 96,340 2,745 1,022,953

*The table above does not include the amount of € 420 mio. , which is the Deir Azzur backlog. The Group has paused the site works, as announced.

Total Impact on Group Sales and EBITDA

Specifically, the effect in Group's turnover and EBITDA during 2020 compared to 2019 is presented below:

A.SALES

Amounts in mil. € Group
Total
Metallurgy Sustainable
Engineering
Solutions
International
Renewables and
Storage Development
Power & Gas
Sector
Other Group Total
Sales 2019 2,256.1 594.2 277.6 388.2 996.1 0.0 2,256.1
Intrinsic Effect (34.9) Volumes 23.2 140.1 163.3
Shut-Down income (4.1) (4.1)
SES Contrancts (67.4) (124.0) (191.4)
Other (2.7) (2.7)
Market Effect (288.5) Organic \$/€ eff. (0.9) (1.2) (0.8) (2.9)
Premia & Prices (72.8) (206.9) (279.7)
CACs 0.4 1.8 2.2
Other (8.1) 0.0 (8.1)
Hedging (34.0) (34.0) (34.0)
Sales 2020 1,898.6 499.3 208.9 263.5 927.0 0.0 1,898.6

B. EBITDA

Amounts in mil. € Group
Total
Metallurgy Sustainable
Engineering
Solutions
International
Renewables and
Storage Development
Power & Gas
Sector
Other Group Total
EBITDA 2019 313.2 164.3 22.2 29.1 100.9 -3.3 313.2
Intrinsic Effect 131.7 Natural Gas Portfolio 48.3 93.9 142.2
Projects (7.7) (17.7) (25.4)
Other 6.6 (2.0) (0.5) 4.2
Compensations 8.0 2.7 10.7
Market Effect (82.3) Aluminium (36.4) (36.4)
Alumina (33.7) (33.7)
€/\$ rate effect 1.2 (3.5) (0.1) 2.6 0.3
CO2 26.9 0.4 27.3
Energy Sales Prices (34.5) (34.5)
Other 2.0 (7.3) (5.4)
Hedging (47.3) (44.5) (2.8) (47.3)
EBITDA 2020 315.2 136.1 10.9 15.1 156.8 -3.7 315.2

C. Net Profit after minorities

Amounts in mil. € Metallurgy Sustainable
Engineering
Solutions
International
Renewables and
Storage
Development
Power & Gas Sector Other Group
Total
Net Profit after Minorities 2019 144.9
Effect from:
Earnings before interest and
income tax (EBIT)
(29.0) (10.0) (14.7) 59.6 (0.3) 5.6
Net financial results (12.9)
Minorities (10.8)
Discontinued Operations 1.2
Income tax expense 1.1
Net Profit after Minorities 2020 128.9

D. Sales and Earnings before interest, taxes, depreciation, and amortization per Business Unit Sales & EBITDA

(Amounts in thousands €) Metallurgy
Sales Alumina Aluminium Other Total
31/12/2020 117,534 379,218 2,509 499,260
31/12/2019 145,342 442,354 6,519 594,215
EBITDA
31/12/2020 45,321 88,038 2,706 136,065
31/12/2019 44,117 117,025 3,132 164,274

(Amounts in thousands €)

Sustainable Engineering Solutions

Sales Conventional
Business
Infrastructure Manufacturing New Energy
Solutions
New
Enviromental
Solutions
Total
31/12/2020 136,958 28,335 37,598 4,413 1,604 208,908
31/12/2019 179,767 38,511 34,146 24,803 337 277,563
EBITDA
31/12/2020 180 634 8,906 1,038 172 10,930
31/12/2019 10,460 1,649 6,571 3,526 (50) 22,157
(Amounts in thousands €) International Renewables and
Storage Development
Sales Total
30/6/2020 263,491 263,491
30/6/2019 388,192 388,192
EBITDA
30/6/2020 15,122 15,122
30/6/2019 29,060 29,060

(Amounts in thousands €) Sales Energy Supply Energy Production Natural Gas Supply RES Total 31/12/2020 439,736 272,371 163,791 51,066 926,964 31/12/2019 387,399 320,448 246,258 42,016 996,121 EBITDA 31/12/2020 (3,927) 114,458 7,030 39,204 156,764 31/12/2019 596 55,696 14,096 30,526 100,914 Power & Gas

*The Companies which are consolidated with equity method and own Renewable Energy Units with capacity of 16.7MW are not included in the amounts of RES.

(Amounts in thousands €) Other Total
Sales
31/12/2020
31/12/2019
-
-
0
0
EBITDA
31/12/2020 (3,713) (3,713)
31/12/2019 (3,250) (3,250)
following generally accepted Key Performance Indicators (KPI's):
transactions with the aforementioned mentioned associates.
term forecasts.
Annual Financial Report for the period
From st January
the
1
to the
31
η December
2020

The Group's policy is to monitor its performance on a month to month basis thus tracking on time and effectively the deviations from its goals and undertaking necessary actions. The group evaluates its financial performance using the following generally accepted Key Performance Indicators (KPI's):

-EBITDA (Operating Earnings Before Interest, Taxes, Depreciation & Amortization): The Group defines the «Group EBITDA» quantity as profits/losses before tax, itemized for financial and investment results; for total depreciation (of tangible and intangible fixed assets) as well as for the influence of specific factors, i.e. shares in the operational results of associates where these are engaged in business in any of the business sectors of the Group, as well as the influence of write-offs made in transactions with the aforementioned mentioned associates.

- ROCE (Return on Capital Employed): This index is derived by dividing profit before interest, taxes, depreciation & amortization, to the total capital employed by the Group, these being the sum of the Net Position; Total Debt; and Long term forecasts.

- ROE (Return on Equity): This index is derived by dividing profit after tax by the Group's Net Position.

- EVA (Economic Value Added): This metric is derived by multiplying the total capital employed with the difference (ROCE – Capital Expenditure) and constitutes the amount by which the financial value if the company increases. To calculate the capital expenditure, the Group uses the WACC formula – « Weighted Cost of Capital».

The Weighted average cost of capital is calculated as, the quotient of Equity Capital to Total Capital Employed (Equity Capital and Debt) multiplied by the return on Equity* plus the quotient of Debt to Total Capital Employed (Equity Capital and Debt) multiplied by the return on Debt adjusted by the company tax rate (due to tax saving on interest paid).

$$WACC = \frac{E}{E+D}r_E + \frac{D}{E+D}r_D(1-Tc)$$

Where

  • E Equity Capital
  • D Debt
  • rE Return on equity
  • rD Return on debt
  • Tc Tax rate

*Return on Equity is calculated by utilizing the "Capital Asset Pricing Model" (CAPM) and is equal to risk-free rate of return plus a risk premium multiplied by beta coefficient that reveals the variability of the stock in relation to market fluctuations.

The calculation of the indicator Weighted Average Cost of Capital (WACC) for the 2020 sums to 6.03% and is based on the countries in which the Group operates.

The above indicators for 2020 compared to 2019 are as follows:

EBITDA & EVA in thousands €

2020 2019
EBITDA 315,167 313,155
ROCE 8.8% 9.4%
ROE 8.5% 9.1%
EVA 71,050 49,687

IV. Significant information

During the reporting period, the Group proceed to the following:

In January, the subsidiary of MYTILINEOS, ZEOLOGIC S.A. announces the signing of an agreement with FAIRDEAL MARINE SERVICES FZE, for the construction of the first treatment plant of oily sludge as well as of sludge arising from flue gas treatment systems. This plant will be installed at the FAIRDEAL Group premises in Fujairah of the United Arab Emirates and it is the first environmental project of ZEOLOGIC S.A. in the Middle East. Τhe facility's design will be based on the internationally patented treatment method (Geochemical Active Clay Sedimentation - GACS) for liquid and solid waste treatment, with exclusive rights of use held by ZEOLOGIC. Based on the GACS method, the waste becomes 'Non Hazardous' after its treatment and thus the treated waste can be safely disposed. ZEOLOGIC and FAIRDEAL Group envisage the

installation of more plants using this technology in the Persian Gulf region, addressing the recognized environmental problems of the region and the need to install state of the art infrastructure to support Green Shipping.

In February, MYTILINEOS decisively contributes to the energy upgrading of public areas in the municipalities and undertakes the street lighting project in Volos Municipality in the context of a joint venture with its subsidiary ELEMKA. During the project, the conventional street lights shall be replaced; the existing street lights, despite their short life cycle and erratic luminosity, are nevertheless highly energy consuming. The new framework to be used will adopt the most state-of-the-art solutions in the lighting technologies and will offer, besides a more regulated and high quality light, an improved visible luminous efficacy and a better ambiance in the urban environment; it will additionally save up to 55% of the electricity supply, reducing thus the cost and the Municipality's energy footprint.

The joint venture MYTILINEOS-ELEMKA was chosen by an electronic international tender declared by Volos Municipality, budgeted at 14,297,339.64€ plus VAT. The scope of the contract covers the supply, installation and 12-year maintenance (not including the 12 months for installation) and in particular:

  1. The installation of the new luminaires using new LED technology to improve and upgrade the municipality's level of lighting, in the Municipal Communities of Volos and Nea Ionia.

  2. The improvement of maintenance planning, by operating a 'Telecontrol-Telemanagement and Energy control system' (SLMS), in the System for Public Areas Lighting (Street Lighting).

  3. The use of preventive maintenance systems through a PC (failure recording methodology, priority list, remedy planning and check, reporting and statistics monitoring).

In February, MYTILINEOS also announces Corporate reorganizational changes. The Board of Directors of MYTILINEOS approved on 4.2.2020 the proposals of the Chairman and CEO of the company Evangelos Mytilineos as follows:

  1. In view of the upcoming completion of the full acquisition of its subsidiary METKA EGN and already being established as one of the largest Solar PV and energy storage developers worldwide, a new business unit (BU), International Renewables and Storage Development (RSD) is created, under the leadership of Nikos Papapetrou as General Manager. This new BU is expected to become a strong pillar of growth while providing inherent synergies for the Company.

  2. In line with international best practices and the ongoing developments in the Greek Energy sector, the Gas Trading BU is being integrated with the Electric Power BU, in line with the reporting treatment as a sole BU in the Company's annual accounts. Dinos Benroubi will be the General Manager of the Consolidated Power and Gas BU, while Panagiotis Kanellopoulos, former Gas Trading BU General Manager, assumes the position of Deputy General Manager responsible for Natural Gas issues.

  3. With sustainability increasingly evolving from a peripheral activity into a key element of the Company's operational strategy, the existing Investor Relations and Corporate Governance central function is redesignated as Corporate Governance and Sustainable Development, under the leadership of Dimitris Papadopoulos as General Manager. This newly redesigned central function will aim to become a "center of excellence" for MYTILINEOS in ensuring sustainable development initiatives are implemented across all business lines and that corporate strategy is aligned with the company's sustainability goals.

In addition to the above, the following changes have also been approved:

  1. Evangelos Chrysafis, Executive Vice President of the Company's Board of Directors, assumes from his position enhanced duties for regulatory and corporate strategic issues related to the Energy sector.

  2. Petros Selekos, assumes the role of General Manager for Legal and Regulatory Affairs.

  3. The existing Investor Relations central function will report to the Chief Financial Officer, Ioannis Kalafatas.

  4. The Communication and Marketing Strategy central function is being upgraded with Vivian Bouzali as General Manager.

The above changes are effective from Monday, February 10, 2020.

On 13.02.2020 MYTILINEOS S.A. announces that it has signed an agreement with Motor Oil (Hellas) SA for the sale of a group of operational solar power parks totaling 47MW, through its newly designated Business Unit, International Renewable and Storage Development (RSD) and more specifically, through the sale of certain participations of its subsidiary METKA EGN LTD. The solar parks are located within Northern and Central Greece and the total consideration was €45.8m.

The solar parks became operational in the second half of 2019 and have a secured revenue stream via a 20-year Power Purchase Agreement ("PPA") through the Greek Renewable Energy operator (DAPEEP).The RSD business unit of MYTILINEOS already has internally approved solar power development investments projects of approximately 540MW, in Australia, Cyprus, Mexico, South Korea, Spain and the UK, with a goal of developing and transferring at least 1,500MW of solar power plant and storage development projects over the next five years.

The transaction is part of the broader strategy of the solar development business model ("Build-Operate-Transfer ("BOT") being rolled out through the newly created RSD business unit of MYTILINEOS. The business model leverages the global construction and development expertise of MYTILINEOS' subsidiary, METKA-EGN, having completed more than 1.2 gigawatt of solar power plants and 200 megawatts of energy storage projects in more than five continents.

On 13.03.2020 MYTILINEOS S.A. with reference to the announcement dated 24.06.2019, MYTILINEOS announces that the acquisition of the remaining 49.9% stake in METKA EGN LTD. As a result, MYTILINEOS is the sole shareholder (100%) of METKA EGN LTD. METKA EGN LTD is already a material part of MYTILINEOS, constituting the main pillar for the 4th Business Unit of the Company, the International Renewables and Storage Development Business Unit (RSD).

On 27.03.2020 MYTILINEOS S.A. announces that the Extraordinary General Meeting discussed and took decisions on the sole item of the agenda and more specifically approved an Own Share Buyback Program in order to reduce the share capital and cancel own shares that will be acquired by the Company, or/and distribute shares to employees or/and members of the management of the Company or/and of associate company, in accordance with the applicable remuneration policy, with maximum number of Company shares to be bought 14,289,116 (up to 10% of the share capital), minimum price €0.97 per share and maximum price €20 per share, and program duration between March 27th, 2020 and March 26th, 2022. Furthermore, the board of directors was authorized to implement the Program.

In June, MYTILINEOS S.A. announces the agreement with Gazprom export LLC for a long-term contract for natural gas Interim financial report for the period 1st January to 30th June 2020 19 supply. The agreement was signed yesterday June 1st 2020 by Deputy Chairman of the Gazprom Management Committee, Director General of Gazprom Export Elena Burmistrova, and Chairman and CEO of MYTILINEOS S.A. Evangelos Mytilineos. The contract provides for annual deliveries for the period up to 2030. The agreement will further enhance the competitiveness of MYTILINEOS' gas position in the area and contribute significantly to the maximum efficiency of its industrial and power generation facilities.

MYTILINEOS S.A. announces that announces that it will prepay the total nominal value of bonds issued by MYTILINEOS and made available through the process of a public offer, pursuant to the Common Bond Loan Programme issuance of up to €300,000,000 and Bondholder Agent Appointment Agreement dated 27.06.2017 (the "CBL Programme"). The prepayment shall take place on June 29th, 2020, pursuant to the provisions of the term 7.3 of the CBL Programme (the "Prepayment"). In the context of the Prepayment and in accordance with the provisions of the CBL Programme, MYTILINEOS will pay to the bondholders a) the total nominal value of the bonds, i.e. €1,000 per bond, and b) accrued interest generated until 29.06.2020. The gross interest amount for the 6th interest payment period, which corresponds to 300,000 bonds currently traded on the Athens Exchange, is €4,779,166.67, i.e. €15.9305555556 per bond and has been calculated at an annual interest rate of 3.10 (before tax).

Therefore, for each bond with a nominal value of €1,000, each bondholder shall receive a total gross amount of €1,015.9305555556, comprising of €1,000 nominal value, plus gross interest of €15.9305555556. The payment of the accrued interest to the bondholders will take place through the "Hellenic Central Securities Depositary S.A." (ATHEXCSD) on Monday, June 29th, 2020 as follows:

  1. Through the operators of the beneficiaries in the Dematerialized Security System (Banks and Securities firms) for the bondholders that have authorized their operators for the collection, according to the D.S.S.'s Operations Regulation and ATHEXCSD's relevant resolutions.

  2. By depositing to the International Bank Account Number (IBAN), to which the bondholder has declared that he wishes to receive the distributed amounts, according to article 13 of the D.S.S.'s Operations Regulation and to the no 6 Decision of ATHEXCSD' Board of Directors, as in force, to bondholders who do not wish to receive the distributed amounts through their Operators.

  3. Bondholders who, for any reason, are unable to collect the distributed amounts via the above mentioned under 1 and 2 sections mechanism or whose bonds are kept in their special investor's account, they will be able to collect such from ATHEXCSD (110, Athinon Avenue) daily from Monday to Friday and from 09.00 to 16.00 or via a deposit in the bank account indicated by the bondholders to their operator by a relevant written notice.

MYTILINEOS S.A. (the "Company") announces that on Thursday, June 4th, 2020 at 13.00, the 30th Annual General Meeting of shareholders of the Company was held at the registered offices of the Company. Shareholders representing 74,209,625 common registered shares and voting rights, i.e. 51,93% of the total 142.891.161 total common registered shares participated (physically or remotely through teleconference or by way of exercising their voting right before the meeting).

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

    1. On the 1st item of the agenda, the shareholders approved the annual and consolidated financial statements for the financial year 01.01.2019 - 31.12.2019, the relevant Board of Directors' and Statutory Auditor's reports, and the Statement of Corporate Governance, as presented for approval.
    1. On the 2nd item of the agenda, the shareholders approved the appropriation of the results for the financial year 01.01.2019 - 31.12.2019 and the distribution of dividend to the shareholders of the Company in the amount of thirty-six eurocents (€0.36) per share. After deduction of 5% tax withholding, the net payable dividend per share amount to three hundredths and forty-two eurocents (€0.342). The ex-date and beneficiary determination date (based on the record date rule) of June 24th, 2020 and June 25th, 2020 respectively were approved, and the corresponding amount will be paid to shareholders starting on July 1st, 2020. The Company will publish a separate announcement concerning the dividend payment procedure in accordance with article 4.1.3.4 of the Athens Exchange Regulation. In addition, the shareholders approved payment to members of the board of directors of remuneration from the profits of the Company for the fiscal year 01.01.2019 until 31.12.2019, as presented for approval.
    1. On the 3rd item of the agenda, the shareholders approved in accordance with the provisions of article 112 par.3 of law 4548/2018 the remuneration report for 2019.
    1. On the 4th item of the agenda, the shareholders approved the overall management of the board of directors for the fiscal year 01.01.2019 - 31.12.2019 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.
  • On the 5th item of the agenda, the shareholders elected the Auditing Firm GRANT THORNTON S.A., having its registered office in Paleo Faliro (56 Zefyrou Street) and registered with the Special Register of article 13 par. 5 of Presidential Decree (P.D.) 226/1992 under SOEL Reg. No. 127 to carry out the regular audit of the Company's individual and consolidated financial statements for the current fiscal year 01.01.2020 - 31.12.2020, the review of the of the interim financial statements for the period 01.01.2020 - 30.06.2020 as well as to issue the annual tax certificate and set their remuneration.

On 23.06.2020 MYTILINEOS S.A. following relevant announcement of June 4th, 2020, announces that the Annual Regular General Meeting of the Shareholders of the Company, held on June 4 th , 2020, resolved, among others, to distribute a dividend in the sum of 0.36 euros per share. The final dividend amount that will be paid out stands at 0.361734 euros per share, increased by the dividend corresponding to 685,029 own shares that will be held by the Company on June 24th, 2020 (ex-dividend date). The dividend is subject to a 5% withholding tax, in accordance with the applicable tax provisions (with the exception or differentiation of such withholding for shareholders falling under special provisions. Therefore, the net amount of dividend which will be paid to shareholders will be 0.343647 euros per share. On June 24 th, 2020 the Company's shares will trade ex-dividend. The beneficiaries of the dividend are the shareholders registered in the records of the Dematerialised Securities System (DSS) on June 25 th , 2020 (record date). Payment of the dividend will commence on July 1st, 2020.

On 08.07.2020 MYTILINEOS S.A proceeds towards another key move and transforms the EPC BU - METKA into a new, modern and innovative Business Unit; the Sustainable Engineering Solutions BU (SES BU), as an autonomous General Directorate. In addition to the construction of thermal power plants and selected construction projects traditionally executed by the BU, our activity is reinforced by the dynamic development of Sustainability projects.

MYTILINEOS is adapting its unique know-how to Sustainable Development Solutions and plans:

a) To continue to deploy its competitive advantage in the construction of thermal units and to further develop in the field of Transmission & Distribution (T&D) and

b) To grow targeted to the field of infrastructure through PPP projects and activities that require advanced know-how in view of the major projects that have been announced in our country within the relaunch of the economy in the post Covid - 19 era.

On 15.07.2020 the grand opening of the New Double Railway of the "Kiato - Rododafni" section of ERGOSE took place, in the presence of the Minister of Infrastructure and Transport; a project that MYTILINEOS completed successfully and on schedule. The project is part of the modernization works of the railway axis "Athens - Corinth - Patras", it is connected to the railway line "Piraeus - Thessaloniki - Borders" and through this line to the European railway network.

The contract between ERGOSE SA and MYTILINEOS was signed on September 11, 2014. The project is approximately 71 km long and its objective consisted of the completion of the works between the Kiato Railway Station and the Rododafni Aigio Railway Station. MYTILINEOS undertook the construction of the railway infrastructure, the restoration of the side and vertical road network, the implementation of all track works, the construction of the electromechanical installations inside the six tunnels and their Service Buildings, and the installation of a new modern telecomanding signaling system.

MYTILINEOS, through the Sustainable Engineering Solutions Business Unit, (SES BU), is ranked in the highest category of builders' experience related to major private and public projects in Greece and abroad, with activities that include, among others, transport infrastructure, concessions and partnerships, certified buildings, environmentally friendly waste management solutions, hybrid and off-grid energy projects, energy upgrade projects, but also execution of innovative firstof-kind energy projects.

On 21.10.2020 MYTILINEOS' Renewables and Storage Development (RSD) Business Unit announced that the 300MW Solar Power Plant in the municipality of Talaván, Cáceres, Spain (the "Talasol Project") reached the Mechanical Completion. The contract was signed with Talasol Solar S.L.U., a subsidiary of Ellomay Capital Ltd., on the 18th of June 2018 and the Notice to Proceed has been issued on 30th of April 2019.

After approximately 17 months and despite the major difficulties caused by Covid-19 pandemic in Spain and all over the world, the photovoltaic plant is now ready to be connected to the 400kV network. The scope of the project included the engineering, procurement and construction (EPC) and the ancillary facilities for injecting power into the grid, including a 400 kV step-up substation, the high voltage interconnection line to the point of connection to the grid and performance of two years of operation and maintenance (O&M) services.

On 29.10.2020 MYTILINEOS' Renewables and Storage Development (RSD) Business Unit announced that after approximately 15 months, the 170MW Solar Power Plant in the municipality of Pica, Tarapaca, Chile ( Sonnedix Atacama Solar) reached Mechanical Completion.

The contract was signed with global solar IPP Sonnedix, on the 10th of April 2019 and the Notice to Proceed has been issued on the 3rd of September 2019. The scope of the project included the engineering, procurement and construction (EPC) of the Solar Plant and performance of two years of operation and maintenance (O&M) services.

On 17.11.2020, the Board of Directors invited the Shareholders of the Company at an Extraordinary General Meeting to be held at 11.00 hours of December 18th , 2020 at the Company's offices at 8 Artemidos Str., Maroussi, Attica. In the event that the quorum required by law is not achieved, the Board of Directors hereby invites the Shareholders of the Company to a Repeat General Meeting at 11.00 hours of December 24 th, 2020, such meeting to be held at the aforementioned venue.

First Item of the Agenda: Decision for the approval to supplement the scope of the Company with new activities with a corresponding amendment of article 2 of the Company's Articles of Association.

Second Item of the Agenda: Decision for the approval to amend article 10 of the Company's Articles of Association.

On 25.11.2020 the country's healthcare system is faced with increasing needs; this fact has activated the large enterprises to seek out the optimum ways to contribute. When covid-19 reached our country, right from the outset MYTILINEOS contacted the relevant authorities, recorded the needs and promptly reacted. Unfortunately, however, the evolution of the pandemic is dynamic; the needs of hospitals are constantly changing and demands are pressing.

On 30.11.2020 MYTILINEOS announced that after three years of delay due to the internal situation in Libya, is relaunching the construction works for the power generation plant in Tobruk, as the necessary funding lines that were languishing have been activated. The General Electricity Company of Libya (GECOL) enacted the Letter of Credit towards MYTILINEOS giving the green light for the construction of the plant which will be implemented in three stages: The first turbine will be constructed in the first stage and it will be able to directly reinforce the country's energy system by almost 160MW. Once all three stages are finalized, the plant will be of a total power output of more than 650MW and will have a dual fuel (natural gas or distillate fuel oil) ability. It will include the supply and installation of 4 General Electric GT13E2 gas turbines in open cycle configuration, together with all associated balance of plant equipment and a 220/66kV substation. The contract value for MYTILINEOS amounts to \$400mn.

On 01.12.2020 MYTILINEOS announced the signing of the Contract for the Project 'Remaining Works for the completion of the Motorway Connecting Aktio with the Western North-South Axis'. MYTILINEOS undertakes to complete the construction works in 32 kilometers of the motorway Aktio-Amvrakia. The Project's scope includes inter alia the construction of four grade separated intersections, one at-grade intersection and the construction of a service road network with a total length of 23 kilometers. The Ministry of Infrastructure and Transport using the preemption right, foreseen in the Contract, may assign to MYTILINEOS, within two years, a complementary agreement for the 'Aktio-Amvrakia' axis connection with the Ionian Motorway through the Rivios' interhange. The Contract's value for MYTILINEOS stands at EUR 73.465.594,83 (plus EUR 17.631.742,76 for VAT) and the completion time is 30 months after its signing. The preemption agreement value is set at circa EUR 5mn, excluding VAT.

On 02.12.2020 a Joint Venture of companies led by MYTILINEOS signed an agreement for the Engineering, Procurement and Construction (EPC) of the Protos Energy Recovery Facility project in Cheshire, England, which will treat 400,000 tonnes of non-recyclable waste per year. In particular, the works will be undertaken by the Sustainable Engineering Solutions (SES) Business Unit for the project's owners Covanta, Biffa and Green Investment Group. The facility is expected to enter into commercial operation in 2024 and it will be operated by Covanta.

On 10.12.2020 MYTILINEOS has been proclaimed as the contractor of the 'Pampa Tigre' project in the Antofaghsata region of Chile. This project involves the construction of a solar farm of 118.4 MWp by Mainstream Renewable Power company. The construction is set to be completed in September 2021 while the interconnection with the grid is expected in November 2021. This is the Company's fifth solar farm project in Chile (168,7 MWp Atacama II, 10,4 MWp Eclipse, 3MWp RLA, 3MWp La Manga) a fact confirming that the Company has built a solid basis in the difficult market of Latin America.

On 14.12.2020 MYTILINEOS through its Renewables and Storage Development (RSD) Business Unit has acquired a 75 MW solar project in Australia from ESCO Pacific. The Solar Farm is Wyalong (75 MW) which is located in New South Wales and has secured a high quality long-term PPA. This acquisition brings MYTILINEOS' Australian portfolio to 290MW, having acquired in 2019 a portfolio of six projects in New South Wales and Queensland, of which three (totalling120MW) are currently under construction.

MYTILINEOS S.A. (the "Company") announced that on Friday, December 18th, 2020 at 11.00, an Extraordinary General Meeting of shareholders of the Company was held at the registered offices of the Company.

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

(i) On the 1st item of the agenda, the shareholders approved the supplement to the scope of the Company as presented for approval. Furthermore, the board of directors was authorized to implement this resolution.

(ii) On the 2nd item of the agenda, the shareholders approved the amendment of article 10 of the articles of association as presented for approval. Furthermore,the board of directors was authorized to implement this resolution.

On 21.12.2020 MYTILINEOS through its Renewables and Storage Development (RSD) Business Unit acquired a 50 MW solar project in Spain (Jaen Solar Farm) from Viridi RE. The Jaen project is Ready to build and the construction is scheduled to start in the first quarter of 2021. The Solar Farm will be connected to the high voltage Endesa substation.

On 23.12.2020 MYTILINEOS established its position in the energy market of Australia, as its Renewables and Storage Development (RSD) Business Unit has acquired another solar project in Queensland. Specifically, the Company acquired the 110 MW solar farm Moura from ESCO Pacific, one of Australia's leading solar farm developers and operators. Furthermore, the project has already secured a PPA with CS Energy, a Queensland Government-owned energy company. This acquisition brings MYTILINEOS' Australian portfolio to 400MW.

V. PROSPECTS – RISKS AND UNCERTAINTIES FOR THE YEAR AHEAD

A. Prospects for 2021

Financial activity in Greece and globally, marked a historic downturn in 2020, due to the pandemic, a trend that is expected to be gradually reversed during 2021, as the vaccination progress continues globally.

In addition to the monetary measures, significant fiscal packages in the U.S.A. and E.U., are expected to support the economic activity and accelerate the financial recovery, assuming that the pandemic will gradually recede.

The overall environment is still fluid, since uncertainty remains regarding the vaccination progress rate, as well as the timing that the financial support measures will yield results.

However,

  • the recovery of Aluminium price to pre-pandemic rates in combination with the competitive production costs,
  • the improvement of domestic electricity consumption and gradual increase of power prices as a result of increased natural gas prices,
  • the progress of new significant projects in the Renewables & Storage Development and Sustainable Engineering Solutions Business Units,

are setting a solid foundation for a strong financial performance in 2021.

Metallurgy and Mining Sector

The positive news regarding the vaccination prospects led to higher market prices and positive response by the global markets in general. This resulted in reinforced premia prices, while upward pressures on energy and raw material are emerging.

The prospects of lifting the curfews and protective measures, which are subject to the population's vaccination rate, will maintain the optimism and increased product prices. On the other hand, delays in the approval of new vaccines raises concerns for the sustainability of the prices at current levels, amid profit taking pressures.

The Metallurgy competitiveness program "HEPHAESTUS" is in full deployment, while all the scheduled investments to increase EPALME production and Alumina production in AOG plant, are expected to be completed during 2021. The production rate of Alumina and secondary cast Aluminium will be gradually intensified and is expected to reach a record high annual production, expecting even higher production rates in 2022, when the investment will yield a full year of production.

Sustainable Engineering Solutions Business Unit (SES)

2020 was a turning point, as the former EPC & Infrastructure BU was transformed, with a new organizational structure, focusing on projects that promote the goals of Energy Transition and Sustainable Development. In this context, the European Recovery Fund is expected to offer significant opportunities for the Greek economy and especially for companies with the capacity and know-how to participate in projects, which promote a sustainable development model (eg. solid & liquid waste management projects, hybrid and off-grid energy projects, energy upgrade projects and execution of innovative first-of-akind energy projects).

The business planning and prospects of the activities of SES BU are summarized in the following points:

  • MYTILINEOS continues the construction of a new 826MW natural gas fired plant at its Energy Center in Agios Nikolaos, Viotia. Abroad, MYTILINEOS continues the construction of projects in Ghana, Nigeria and Slovenia. Having now gained a leading position in undertaking and execution of projects for the construction of natural gas-fired power plants, will be competing for new projects in Europe and Sub-Saharan Africa.
  • The Business Unit will continue its efforts to undertake hybrid/off-grid projects, capitalizing on its relevant experience and knowledge from similar completed projects. Concurrently, it will continue the strategy implementation for the expansion and development of its presence in important energy saving and upgrade projects both in the Greek market and in selected foreign markets. Finally, it will intensify its presence in projects related to new technologies in combination with the provision of energy solutions, aiming at the development of new, diversified activities with added value for the Business Unit.
  • MYTILINEOS, having the relevant experience, claims a substantial share for electricity transmission network projects in Greece, Europe and Africa.
  • MYTILINEOS holds a 7th class contractor degree in Greece and part of its business planning is the selective bidding of infrastructure projects, building, environmental and other projects, mainly within Greece, through construction contracts, PPP contracts or concession contracts.
  • In the Waste Management Industry, MYTILINEOS sees great opportunities for expansion based on the increased expertise on circular economy solutions. Specifically, the company is expanding in solid waste management through the development of biogas production units and waste management, where its carefully reviewing cases for project funding. In the sector of sludge and liquid waste management, it implements a plan for its systematic market penetration initially

in Europe, Middle East and Africa, leveraging on the added value of its subsidiary's expertise, where ZEOLOGIC is the pioneering technological provider in this market.

International Renewables & Storage Development Business Unit (RSD)

The Renewables & Storage Development Business Units continues to focus on the timely execution of existing contracts and the undertaking of new projects and investments in targeted markets, as companies and countries focus on faster integration of green energy in their energy mix, in order to minimize their environmental footprint. In this context, the Company's activities in the Renewables & Storage Development BU will be a "significant catalyst" for its operational profitability in the next year, as there is an important increase of projects under implementation, regarding both third party projects, as well as own investment projects through the development, construction and operation/sale of photovoltaic or energy storage projects.

Power & Gas Business Units

MYTILINEOS, with approximately 1.4 GW installed capacity from thermal units and RES projects in operation, is holding the leading position amongst the private energy suppliers, having established its position as the largest vertically integrated electricity and NG private company, reaching the critical size needed in order to achieve significant benefits from the deregulation of the national electricity and NG market.

2021, will be the first full year, during which the energy market will be operating under the Target Model, which is the new form of regulating the electricity wholesale market, and is expected to be affected by the higher Natural Gas and CO2 prices, as well as the special features of the new regulated electricity market.

However, the financial results of the Electric Power & Natural Gas unit are expected to be maintained at satisfactory levels due to:

  • the access to competitive and flexible sources of Natural Gas supply, through direct long-term contracts with large international producers and suppliers,
  • the supply of LNG, where MYTILINEOS has a significant advantage over the competition, due to its long experience and expanding network of suppliers,
  • the effective portfolio management of electricity and NG that optimizes the total result,
  • the increased capacity of the continuous expansion in the retail electricity supply market,
  • the expansion of electricity trade in additional countries.

VI. BUSINESS RISK MANAGEMENT

Risk Management purpose and policies

MYTILINEOS international activities are affected by multiple risks, which the Company monitors and manages through its Risk Management Framework. The purpose of the Risk Management Framework is to reduce any uncertainty to achieving the Company's strategy, to limit the impact of threats to objectives and to maximize benefits from the opportunities that may arise.

The Company has designed and implements a Risk Management Framework, which is based on international best practices and is tailored to the needs of MYTILINEOS. It also promotes a unified culture that integrates risk management into processes, activities, and decision-making at all levels of the organization.

The Enterprise Risk Management Department provides independent oversight in the implementation and effectiveness of the Risk Management Framework and applies an integrated approach to the analysis of current and emerging risks in order to draw conclusions and information that will contribute to the effective management of risks.

The Company's Management is responsible for the implementation of the Risk Management Framework in the day to day operations of the organization. Specifically, the Management is responsible for the systematic identification and evaluation of the risks that affect the business operations and in addition, supervises the development and timely implementation of the risk management plans. It regularly evaluates the effectiveness of the management plans and the need to adjust them in order to achieve optimal risk management.

Principal Risks

The principal risks of MYTILINEOS are identified through the mapping of risks in all functions of the organization and their analysis as a whole, taking into account their probability of occurrence, the assessment of their impact on the Company's strategic objectives, as well as risk mitigation measures, such as development of procedures, controls, audits, and risk transfer mechanisms.

1. Health & Safety Risk

Due to the nature of the Company's operations, the business units are exposed to Occupational Health and Safety risks (minor accidents, accidents with work time loss, occupational diseases and fatalities) which can have significant or less

significant social impacts, not only for the employees themselves and their families but also for third parties such as the employees of independent contractors, the Company's business partners, student interns and trainee employees as well as all types of visitors to their premises.

In addition, these issues cause impacts involving loss of employee satisfaction and morale, increased accident/absenteeism costs and adverse effects on the image and reputation of MYTILINEOS.

Management / Risks control practices

Occupational Health and Safety line of responsibility starts from the Management and Directorates General and stretches along all stages of production of every MYTILINEOS Business Sector. To address these risks, the Company strictly implements security systems and safety measurements to assess their impact on the human body and to identify the need for interventions in all workplaces (offices and industrial plants).

At the same time, continuous progress and improvement highly depends on both, preventive actions undertaken and broader experience that the Company gains from any incident and near accident, while educating and training personnel is crucial in order to maintain and further develop an accident prevention mentality.

MYTILINEOS in all its Business Units, implements an integrated and certified Occupational Health and Safety management system, allowing the continuous adoption of measures to prevent and minimize accidents and occupational diseases, providing for ongoing employee training and strengthening a safe work culture. The system is certified according to the international standards OHSAS 18001 and ISO 45001-2018 covering, at the end of 2020, 83.3% of the Company's total production plants and RES units in operation. MYTILINEOS is already in the process of transitioning the certification of its Occupational Health and Safety management system of all production units to the new ISO 45001-2018 standard, a process which is expected to be completed by the end of 2021.

2. Climate Change Risk

MYTILINEOS owns coastal industrial facilities in Greece and operates in countries where the climate change effects are more intense. In addition, its mining activity, which is directly related to natural resources may face a range of challenges and problems caused by the changes in the climate. The main challenge of the Company is the assessment of the vulnerability of its business activities in the face of climate change, taking into account the existing and expected climate events and the effects that they are expected to have.

In the context of the above challenges, the Company may be exposed to:

  • natural hazards, such as extreme natural phenomena or long-term physical changes which are considered important for the operation of the Company's industrial facilities,
  • transition risks, which relate to extensive policy, legal, technological changes related to climate change adaptation and mitigation measures,
  • risks impacting reputation, which are related to the change of perceptions of social partners, regarding the Company's contribution to an economy of lower pollutants.

Management / Risks control practices

Given that future investments of MYTILINEOS will be largely determined by the new strategy that will be followed for climate change (as presented in section Management of Climate Change and Energy Transition) the Company has already incorporated in its strategic priorities the execution of a study to identify the risks and opportunities from the effects of climate change on its activities.

In the Metallurgy and Mining sector, risk studies performed related to floods, accidents, and disasters, and facilities have been constructed or improved to deal with the most extreme phenomena. Relevant contingency plans have also been set up to ensure operational continuity.

In the Power & Gas sector, the thermal power plants have prepared Emergency Plans, to manage extreme natural phenomena (intense heat, frost, storm, flood, etc.) and special studies performed on flooding risk wherever there are watercourses near the plants. In the field of RES operation, the wind turbines are equipped with safety systems, where in the event of very strong winds are put out of operation and rotate in a safe position, while the solar panels selected are made of hail-resistant surfaces.

Regarding the Company's activity abroad, appropriate protective measures are taken within the limits of each project facilities, to manage extreme weather phenomena and effectively protect operations from all the conditions that may affect normal execution of the construction projects.

Finally, within 2021, the Company plans to adapt to the climate-related financial risk disclosures framework, by following the recommendations of the Task Force on Climate-Related Financial Disclosures (TCFD) regarding the analysis of the risks and impacts of climate change, as well as its inclusion in the CDP – Climate Change international initiative.

3. COVID-19 Pandemic Risk

During 2020, MYTILINEOS took timely and effective measures to manage the COVID-19 pandemic effects, prioritizing the safety and protection of its people. The Company responded with immediacy, flexibility, and decisively transitioned successfully to remote working, thus ensuring the smooth continuation of operations in all areas of its business activities and minimizing the financial impact of the pandemic.

However, the COVID-19 pandemic is not expected to end anytime soon, because vaccination goals are not being met, while virus mutations may alter virus transmissibility and vaccine efficacy. Consequently, this particular risk remains on the list of MYTILINEOS' principal risks.

Management / Risks control practices

MYTILINEOS promptly recognized the potential risks posed by the COVID-19 pandemic and immediately set up a special management team, which reports directly to the top Management and has undertaken the coordination and strategic response.

Business continuity plans were formulated and implemented for all the critical operations of the Company which indicatively include:

  • Implementation of policies that restrict or prohibit business travel.
  • Establishment of procedures for managing a possible or confirmed outbreak of the virus.
  • Establishment of criteria for conducting COVID-19 Rapid tests on employees and contractors.
  • Increased use of personal protection and safety equipment.
  • Evaluation of the business continuity plans of critical partners / suppliers.
  • Maintaining high stocks of raw materials and consumables.

The Company continues to successfully implement remote working, ensuring the smooth continuation of work in all sectors of its business activities, while regular disinfections are carried out at the facilities depending on their criticality and risk exposure.

The COVID-19 Management Team regularly evaluates the effectiveness of these measures, to ensure that they meet their objectives and that they comply with the relevant measures imposed by the authorities.

4. Geopolitical Risk

The strategic, political, and economic interests of countries, as well as changes in their governments and policies, lead to unrest, population movement, changes in legislation, sanctions between states, and even military action, creating an everchanging geopolitical environment which threatens the activities of MYTILINEOS, its supply chain, its financial performance and the safety of its employees.

The Company is exposed to geopolitical risk, mainly through its activities in Africa, the Eastern Mediterranean, and Central Asia.

Management / Risks control practices

MYTILINEOS has formulated specific policies and procedures for the assessment of geopolitical risk exposure but also for the implementation of risk mitigation plans, so that the geopolitical risk exposure is maintained within its risk appetite. The main geopolitical risk mitigation plans implemented by MYTILINEOS are:

  • Contractual terms
  • Financial instruments
  • Insurance products
  • Emergency and evacuation plans
  • Security measures/guards

The International Business Division is the main source of information and assessment of existing and emerging geopolitical risks of MYTILINEOS, which with the assistance of experts and specialized subscription services, ensures the objective evaluation of risks, and raises Management awareness for the necessary risk management measures to be implemented. Especially for the expansion of MYTILINEOS activities in new countries, multidiscipline working groups are formed, which in collaboration with specialized consultants assess the type and extent of the risks that the Company may be exposed to (political, credit, health & security, tax, supply chain, etc.) and risk management strategies are developed, which are evaluated in relation to the benefits presented by the expansion of activities.

5. Legal & Regulatory Compliance Risk

MYTILINEOS operates in countries with a diversified legal and regulatory environment which is subject to frequent changes. Therefore, the Company is exposed to the risk of not maintaining its legal and regulatory compliance at the business, labor, social and product level, which ensures that the overall corporate activity meets high levels of responsible entrepreneurship and strengthens the climate of trust between MYTILINEOS and its Social Partners (customers, employees, suppliers, local authorities, etc.).

Also, the Company is exposed to the risk of non-compliance with its obligations under the environmental legislation and, more specifically, with the terms of the environmental permits of its industrial plants. In the event of a breach of the applicable regulations, the competent authorities may impose fines or sanctions, and may also withdraw or refuse to renew permits and approvals.

Further, the Company is exposed to financial risks, from potential adverse outcomes of litigation related to non-compliance with the law in general.

Management / Risks control practices

To prevent the aforementioned risks, MYTILINEOS has procedures for monitoring the legislative developments concerning the geographical regions in which it operates and reviews and evaluates its compliance with the applicable laws and regulations on a regular basis.

Additionally, monitoring compliance with the approved environmental licenses (Environmental Terms Approval Decisions) for the Company's operational units, is a process conducted internally, on a regular basis in each Business Unit, by qualified personnel, as well as annually, by a recognized independent organization, which undertakes to audit and certify the Company's environmental management system.

The Company, as a member of the UN Global Compact, ensures that its business practices are fully aligned with the Compact's internationally recognized Ten Principles. Furthermore, under its Corporate Social Responsibility Policy, MYTILINEOS is committed to adopt a responsible, sustainable, and ethical business conduct, that is regularly evaluated based on the achieved results, while is committed to improving its performance in the areas of employment, environment, social, transparency and governance.

Finally, in 2020, the Compliance Division developed two trainings for the employees, a training in personal data protection (GDPR) and a training in the Code of Ethics of MYTILINEOS, which includes theory, case studies taken from everyday work, awareness to potential risks, and incident response and escalation, when necessary.

6. Competition Risk

The competition risk is related to the possibility of not achieving the Company's strategic objectives due to the actions of existing and new competitors. Globalization, free trade, and innovations in technology, manufacturing, transportation, and communications have created a highly competitive global economy that exposes MYTILINEOS to the potential risk of losing customers, reducing revenue and / or profit margins.

Management / Risks control practices

MYTILINEOS' business mission is to operate in demanding local and international markets, with creativity, efficiency and respect for the environment and the society. Therefore, the management of this risk is a priority of the Company's Management, which constantly examines the operating environment and adopts best practices and technologies, while investing in research and development that will give a competitive advantage, which will allow an increase to customer base, profitability, and profit margins.

Through the vertically integrated production, trading and supply of power and gas, the independent natural gas import with main objective to meet Company needs, and the continuous investment in new technologies and clean energy, MYTILINEOS gains a competitive advantage and allows the Company to maintain high profit margins and profitability.

Specifically, the Power & Gas sector of MYTILINEOS is constructing a new gas-fired power plant with an efficiency of 63% which will be at the top of the global efficiency, and is expected to significantly strengthen MYTILINEOS' market position in both the production as well as the supply of electricity to businesses and households.

Further, with the agreement to acquire under development photovoltaic parks with a total capacity of 1.48GW and 15 under development electricity storage facilities, it seeks to create a wide portfolio of power generation units and become a Company with advanced capabilities and flexibility, which is a requirement for energy companies of the future.

Finally, it should be noted that the sector is active mainly in Greece, with several years of experience and deep knowledge of the energy market.

Respectively, the vertically integrated production of Alumina and Aluminum, the implementation of competitiveness and increased production programs, reduce the production costs of the Company and increase its competitiveness.

Finally, the EPC and Infrastructure sector, which has been transformed into the Sustainable Engineering Solutions sector, as well as the Renewables & Storage Development sector, focus on projects that promote the goals of Energy Transition and Sustainable Development where the Company has experience and know-how that offers a competitive advantage.

7. Cyber Security Risk

Possible breaches in the security of networks, information and operational systems, threaten the integrity of our intellectual property, other sensitive information, as well as disrupt our business operations. The occurrence of such events could negatively impact the Company's reputation and our competitive position and could result in litigation with third parties, regulatory action, loss of business, potential liability and increased remediation costs, any of which could have a material adverse effect on our financial condition and results of operations. In addition, such attacks or breaches could require significant management attention and resources.

Management / Risks control practices

MYTILINEOS has developed an Information Security Framework and is committed to the implementation of a holistic Information Security Management System, through which the effective and efficient protection of the Company's information systems and data is achieved.

The Information Security Framework sets out a continuous cycle of improving the Information Security Management System, prescribing activities for risk assessment, developing and implementing information security policies, standards, procedures and guidelines for the mitigation of risks and monitoring their effectiveness and efficiency.

MYTILINEOS periodically works with independent agencies and consultants, who evaluate the adequacy and effectiveness of the Information Security Management System and verify that an information resource, or management system, meets the necessary requirements set by the respective policies for information systems and their data.

Moreover, a regular and structured information security awareness and training program has been developed, which is executed throughout MYTILINEOS. The aim of the program is to ensure that all employees, contractors and relevant third parties with access to information and information systems, understand the need for information security, accept and perform the responsibilities assigned to them under the Information Security Framework while demonstrating a high level of professional ethics.

Finally, to ensure business continuity and minimize the impact following a cyber security breach or natural disaster, a business continuity and disaster recovery plan has been designed and implemented, which is tested and updated on a regular basis. The Senior Management is responsible for taking appropriate measures that will guarantee business continuity according to the business needs.

8. Human Resources Risk

The Company's effort to be constantly competitive is based on the know-how, skills, and dedication of its people. Therefore, the risk of MYTILINEOS failure to attract and retain a skilled, capable, and productive workforce, may threaten the timely achievement of the Company's commitments and the success of its strategic objectives.

Management / Risks control practices

MYTILINEOS is not complacent because of its high retention rate over time. It invests in the continuous education and training of employees, offers the tools and opportunities to develop their skills, encourages innovation, initiative, learning and diversity. The Company modernizes the performance appraisal process and shapes the talent development process, which will improve the identification and utilization of employees who have the ability, skills, and dynamic to support the organization. Through continuous improvement, training and development, employees are offered career opportunities and the feeling of satisfaction is promoted.

In relation to attracting skilled and capable employees, the Company has programs and partnerships that enhance its image as employer of choice. Specifically, MYTILINEOS has a two-year program to attract new engineers (Engineers in Action) through which about 30 new engineers are selected and employed in the business units.

In addition, the Company maintains collaborations with universities and educational organizations and participates in career fairs. Both, the Metallurgy activities and the construction/infrastructure innovative projects of the Company (such as waste management, energy, etc.), as well as its ESG initiatives, renders MYTILINEOS an attractive employer that offers the opportunity to get acquainted with new technologies in a range of activities.

MYTILINEOS' culture and values promote collaboration and its achievements, enhance the sense of pride, thus creating a strong employer value proposition.

9. Corporate Reputation Risk

There is a risk of damage to corporate reputation, through false news, misconceptions about the Company's operations and corporate objectives, as well as possible errors in the communication of information through the Company's websites, social networks and/or in direct communication with potential or existing customers.

Also, at regular intervals the Company organizes events and participates in exhibitions to inform stakeholders about new products, the progress of its activities, strategic objectives, financial results, etc. Possible errors and omissions in the planning and execution of these activities, may damage the corporate reputation, fail to deliver the expected benefits and in some cases impose sanctions for non-regulatory compliance.

Management / Risks control practices

The Communication and Marketing Strategy Division has designed and implemented policies and procedures for managing corporate reputation, to align the entire organization with the approved communication strategy, ensure proper communication with stakeholders and protect corporate reputation.

Further, the Company collaborates with specialized associates, who monitor the media and social networks, record Company related publications, which are then evaluated for the possible reputation risks involved. If necessary, the Communication and Marketing Strategy Division, in collaboration with the Legal & Regulatory Affairs Division when required, intervenes in a timely manner to protect the reputation of the Company.

Finally, the process of organizing events and participating in conferences prescribes multi-level controls by working groups, in order to ensure the smooth conduct and safety of the events, necessary to deliver the expected benefits.

Financial risk management

The risk management policy is applied by the Corporate Treasury Department. The latter acts as a service center, operating under specific Management-approved lines.

10. Credit Risk

Credit risk originates from available cash and cash equivalents, derivative financial instruments and deposits at banks and financial institutions, as well as from exposure to client derived credit risk.

Management / Risks control practices

Regarding commercial and other claims, the Group is not theoretically exposed to significant credit risks; as of the multifaceted nature of the Group's activities, there is no significant concentration of credit risk with respect to its commercial requirements, as this is allocated over a high number of clients. However, the atypical conditions that dominate the Greek market and several other markets in Europe are forcing the Group to constantly monitor its business claims and also to adopt policies and practices to ensure that such claims are collected. By way of example, such policies and practices include insuring credits where possible; pre-collection of the value of product sold to a considerable degree; safeguarding claims by collateral loans on customer reserves; and receiving letters of guarantee.

To minimize credit risk on cash reserves and cash equivalents; in financial derivate contracts; as well as other short term financial products, the Group specifies certain limits to its exposure on each individual financial institution and only engages in transactions with creditworthy financial institutions of high credit rating.

The tables below summarize the maturity profile of the Group's financial assets as at 31.12.2020 and 31.12.2019 respectively:

MYTILINEOS GROUP
impaired Total
(Amounts in thousands €) 0-3 months 3-6 months 6-12 months > 1 year
Liquidity Risk Analysis - Trade
Receivables
2020 71,579 14,424 47,556 42,077 880,824 1,056,460
2019 117,932 73,614 28,797 41,638 828,821 1,090,802
MYTILINEOS S.A.
Past due but not impaired Non past due but not
impaired
Total
(Amounts in thousands €) 0-3 months 3-6 months 6-12 months > 1 year
Liquidity Risk Analysis - Trade
Receivables
2020 43,400 5,664 47,095 35,734 399,720 531,614
2019 92,472 61,591 22,540 40,482 264,713 481,798

The below analysis of the balance of the Group's trade receivables on 31/12/2020 (per nature of trade receivable item) as well as the simple average collection days (DSO, based on the annual Turnover) is shown in the following table:

Past due but not impaired Non past due but not
(Amounts in thousands €) 0-3 months 3-6 months 6-12 months > 1 year
Liquidity Risk Analysis - Trade
Receivables
2020 71,579 14,424 47,556 42,077 880,824
2019 117,932 73,614 28,797 41,638 828,821
MYTILINEOS S.A.
Past due but not impaired Non past due but not
(Amounts in thousands €) 0-3 months 3-6 months 6-12 months > 1 year
Liquidity Risk Analysis - Trade
Receivables
2020 43,400 5,664 47,095 35,734 399,720
2019 92,472 61,591 22,540 40,482 264,713
The below analysis of the balance of the Group's trade receivables on 31/12/2020 (per nature of trade receivable item) as
well as the simple average collection days (DSO, based on the annual Turnover) is shown in the following table:
Group
amounts in k.€
T.R.Trade Receivables 1,056,460
Out of which:
(a) Related to advances given to Trade Creditors 119,947
Advances received from Customers in liabilities -77,983
(b) Related to Revenue recognition (not yet invoiced) 180,483
Liabilities for invoiced but not yet recognised as revenue receivables -157,312
(c) Related to payables (no offseting performed) 236,081
(d) Related to EPC financing (secured) 186,297
Net Trade receivables (recurring basis), T.R. - a-b-c-d 333,652
TURNOVER 1,898,623
Simple calculated DSO (w/o VAT adjustments) 64.1
Annual Financial Report for the period
st January η December
From
the
1
to the
31
2020

11. Liquidity Risk

Liquidity risk is related with the Group's need for the sufficient financing of its operations and development. The relevant liquidity requirements are the subject of management through the meticulous monitoring of debts of long term financial liabilities and also of payments made on a daily basis.

Management / Risks control practices

The Group ensures that there is sufficient available credit facilities to be able to cover its short-term business needs, after the calculation of cash flows arising from the operation as well as cash and cash equivalents which are held. The funds for longterm liquidity needs ensured by a sufficient amount of loanable funds and the ability to sell long-term financial assets.

The tables below summarize the maturity profile of the Group's liabilities as at 31.12.2020 and 31.12.2019 respectively:

MYTILINEOS GROUP
Liquidity Risk Analysis - Liabilities
(Amounts in thousands €) up to 6 months 6 to 12 months 1 to 5 years after 5 years Total
2020
Long Term Loans 200 0 886,458 25,076 911,733
Short Term Loans 30,906 659 0 0 31,566
Trade and other payables 324,116 130,664 22,509 0 477,290
Other payables 0 95,068 1,213 164,920 261,201
Current portion of non - current liabilities 28,543 8,673 0 0 37,216
Total 296,253 235,065 910,180 277,509 1,719,007
Liquidity Risk Analysis - Liabilities
(Amounts in thousands €) up to 6 months 6 to 12 months 1 to 5 years after 5 years Total
2019
Long Term Loans 0 0 916,341 90,109 1,006,450
Short Term Loans 16,769 669 0 0 17,438
Trade and other payables 620,791 6,278 22,826 213 650,107
Other payables 43,206 104,507 1,213 20,021 168,947
Current portion of non - current liabilities 32,198 28,444 0 0 60,642
Total 712,964 139,899 940,379 110,343 1,903,584
(Amounts in thousands €)
2020
up to 6 months 6 to 12 months 1 to 5 years after 5 years Total
Long Term Loans 0 0 284,152 0 284,152
Short Term Loans 0 0 0 0 0
Trade and other payables 230,950 11,570 22,303 0 264,823
Other payables 185,442 30,054 1,213 235,546 452,255
Current portion of non - current liabilities 0 0 0 0 0
Total 416,392 41,623 307,668 235,546 1,001,229

MYTILINEOS S.A.

Liquidity Risk Analysis - Liabilities
(Amounts in thousands €)
up to 6 months 6 to 12 months 1 to 5 years after 5 years Total
2020
Long Term Loans 0 0 284,152 0 284,152
Short Term Loans 0 0 0 0 0
Trade and other payables 230,950 11,570 22,303 0 264,823
Other payables
Current portion of non - current liabilities
185,442
0
30,054
0
1,213
0
235,546
0
452,255
0
Total 416,392 41,623 307,668 235,546 1,001,229
Liquidity Risk Analysis - Liabilities
(Amounts in thousands €)
2019
up to 6 months 6 to 12 months 1 to 5 years after 5 years Total
Long Term Loans 0 0 353,239 0 353,239
Short Term Loans 4 0 0 0 4
Trade and other payables 312,497 6,157 22,313 0 340,966
Other payables 149,515 3,540 1,213 0 154,269
Current portion of non - current liabilities 8,666 8,666 0 0 17,332
Total 470,682 18,363 376,764 0 865,809
Market Risk
12. Price Risk
Goods prices that are mainly determined by international markets and global offer and demand result in the Group's
exposure to the relevant prices fluctuation risk.
Goods' prices are connected both to variables that determine revenues (e.g. metal prices at LME) and to the cost (e.g. natural
gas prices) of the Group's companies. Due to its activity, the Group is exposed to price fluctuation of aluminium (AL), zinc
(Zn), lead (Pb) as well as to price fluctuation of natural gas, as production cost.
Management / Risks control practices
As regards price fluctuation of metals, the Group's policy is to minimize risk by using financial derivative instruments.
Annual
Financial Report for the period
st January
η December
From
the
1
to the
31
2020

Market Risk

12. Price Risk

Management / Risks control practices

13. Exchange rate risk

The Group develops activity at international level and is therefore exposed to exchange rate risk that arises mainly from the US dollar. Such risk primarily stems from commercial transactions in foreign currency as well as from net investments in foreign financial entities.

Management / Risks control practices

For the management of such risk, the Group's Financial Management Department establishes financial derivative and nonderivative instruments with financial organizations for the account and in the name of the Group's companies.

At the Group level, such financial instruments are considered to constitute compensation means for the exchange rate risk of specific assets, liabilities or future commercial transactions

14. Interest rate risk

The Group's assets that are exposed to interest rate fluctuation primarily concern cash and cash equivalents.

Management / Risks control practices

The Group's policy as regards financial assets is to invest its cash in floated interest rates so as to maintain the necessary liquidity while achieving satisfactory return for its shareholders.

In addition, for the totality of its bank borrowing, the Group uses floating interest rate instruments. Depending on the level of liabilities in floating interest rate, the Group proceeds to the assessment of interest rate risk and when necessary examines the necessity to use interest bearing financial derivative instruments. The Group's policy consists in minimizing its exposure to interest bearing cash flow risk as regards long term funding.

Effect from risk factors and sensitivities analysis

The effect from the above mentioned factors to Group's operating results, equity and net results as at 31.12.2020 and 31.12.2019 presented in the following table:

2020

LME AL
(Aluminium)
\$/t + 50 - 50
EBITDA m. € 8.1 (8.1)
Net Profit m. € 8.1 (8.1)
Equity m. € 8.1 (8.1)
API (Alumina) \$/t + 10 - 10
EBITDA m. € 2.8 (2.8)
Net Profit m. € 2.8 (2.8)
Equity m. € 2.8 (2.8)
Exchange Rate
€/\$
€/\$ -5% +5%
EBITDA m. € 31.4 (29.7)
Net Profit m. € 30.7 (29.0)
Equity m. € 30.7 (29.0)
NG Price €/MWh - 5 + 5
EBITDA m. € 13.5 (13.5)
Net Profit m. € 13.5 (13.5)
Equity m. € 13.5 (13.5)
CO2 (€/t) €/t - 1 + 1
EBITDA εκ. € 1.4 (1.4)
Net Profit εκ. € 1.4 (1.4)
Equity εκ. € 1.4 (1.4)

2019

LME AL
(Aluminium)
\$/t + 50 - 50
EBITDA m. € 8.3 (8.3)
Net Profit m. € 8.3 (8.3)
Equity m. € 8.3 (8.3)
API (Alumina) \$/t + 10 - 10
EBITDA m. € 2.9 (2.9)
Net Profit m. € 2.9 (2.9)
Equity m. € 2.9 (2.9)
Exchange Rate
€/\$
€/\$ -5% +5%
EBITDA m. € 26.6 (24.7)
Net Profit m. € 26.8 (24.9)
Equity m. € 26.8 (24.9)
NG Price €/MWh - 5 + 5
EBITDA m. € 12.6 (12.6)
Net Profit m. € 12.6 (12.6)
Equity m. € 12.6 (12.6)
CO2 (€/t) €/t - 1 + 1
EBITDA εκ. € 2.0 (2.0)
Net Profit εκ. € 2.0 (2.0)
Equity εκ. € 2.0 (2.0)

The Group's exposure in price risk and therefore sensitivity may vary according to the transaction volume and the price level. The aforementioned analysis reflects the nominal exposure to the above factors and does not include any effect from the use of contracts/forwards through which the Group hedges risk.

VII. PAYMENTS TO GOVERNMENTS REPORT

Mytilineos Group, according to article 6 of law 3557/2007, paid to the Hellenic Government, for the year ended at 31st of December 2020, an amount of 151 thousand Euros, due to the mining activity of its subsidiary company.

The above mentioned amount is related to the Mining Rights of Delphi-Distomon SA subsidiary company.

VIII. NON FINANCIAL INFORMATION

Introduction

The present report has been prepared in accordance with the requirements of the European Non-Financial Information Directive. It contains information about MYTILINEOS' performance in the subject areas defined in the "Non-Financial Information Report" of Circular 62784/2017, in accordance with the provisions of Law 4403/2016 in conjunction with the provisions of Law 4308/2014, regarding material environmental, social and governance issues (ESG).

The report's data refer to the four Business Units1 of MYTILINEOS and to its major subsidiaries within the Greek territory, to its Renewable Energy Sources (RES) plants and to the work sites the Company operates, through the Sustainable Engineering Solutions Business Unit and the Renewables & Storage Development Business Unit, in countries abroad.

MYTILINEOS' response to the SARS-CoV-2 pandemic

Since early March 2020, when the outbreak of the COVID-19 pandemic took the global community by surprise and became an issue of major concern for public health and for the economy worldwide, MYTILINEOS, acting responsibly and maintaining strict vigilance, implemented a multifaceted action plan, keeping all its productive units in operation, without problems to its supply chain and to the processing of customer orders, thus shielding itself effectively and supporting the Greek economy, without compromising the safety of its employees. In 2020, the Company allocated over €1.8 m. to initiatives and actions to restrain the spread of the virus, with the following primary objectives:

1) To safeguard the health of its employees and their safety at work, as well as the health of their families. Relevant activities included the following: (a) Setting up a special team (Covid Management Team) for monitoring, evaluating and dealing with the effects of the phenomenon effectively; (b) developing a comprehensive preventive action plan in place, two weeks before the first case occurred in the country, and updated according to developments; (c) timely adoption of increased personal hygiene measures, drawing up clear instructions and putting in place measures to supervise their

1Data from the Company's Zinc/Lead Metallurgy operations are not included.

observance by staff; (d) adopting teleworking for 90% of staff working in offices, and conducting online meetings using the Teams / Skype / Teleconference platforms, totaling over 800 such meetings per day; (e) creating a special "SARS-CoV-2 - What I need to know" microsite, and establishing an "HR Call Center" for keeping employees constantly informed about the Company's measures and instructions; (f) regularly distributing a special personal package per employee, containing face masks and sanitizers; and (g) implementing a program of regular disinfections of all facilities, intended to significantly reduce microbial load levels.

  • 2) To ensure the Company's uninterrupted operation. Relevant activities at operational and financial level included the following: (a) Developing business continuity plans with targeted measures for its production units, which remain in full effect and are adapted according to the latest updates; (b) establishing a communication and management network consisting of special teams, in all Company facilities in Greece and abroad; (c) constantly reviewing the need for business trips and for visits to production units; (d) putting in place special safety measures at the Protergia stores conducting electric power sales; (e) continuing the implementation of 70% of the Company's investment program and re-evaluating the remaining 30% pending the effects of the pandemic; and (f) granting a bonus of over € 1m. to employees in the production lines of the Company's plants, in recognition of their significant contribution to its smooth operation.
  • 3) To contribute to the national effort, by supporting the National Health System and the broader society. Relevant activities included: (a) Donation of 15 specialized ICU Respirators and consumable medical supplies to the medical and nursing staff of the First Department of Propaedeutic and Internal Medicine / AHEPA General Hospital; (b) donation of a NeuMoDx Molecular System 96 molecular diagnostic platform for the detection of SARS-COV2, together with 53 kits containing a total of 5,088 molecular detection tests, to the Diagnostic Laboratory of the Polyclinic of the Athens Eye Clinic of "EVANGELISMOS General Hospital"; (c) donation of medical and sanitary equipment to the General Hospitals of Volos and Serres.
  • 4) To implement activities in support of its customers, such as: (a) Extending payment deadlines, (b) abolishing surcharges for late payments, (c) creating new applications to facilitate customer service and activating electronic signature, and (d) modifying the corporate switchboard's working hours to optimize customer service.

In conclusion, the holistic approach that MYTILINEOS applies and continues to apply for mitigating the effects of the pandemic and ensuring its business continuity, maintains the guarantees required by its investors. At the same time, with ambitious business decisions, the Company is taking advantage of the opportunities emerging from the health crisis and accelerates its progress towards an even stronger green economy. Building on its comparative advantages, the Company has designed a new Sustainable Development Strategy based on international trends and upcoming green policies, centered on a sustainable future for itself and for the environment in which it operates, while maintaining the foundations of its financial soundness to the satisfaction of its shareholders.

Sustainable Development Strategy

Sustainable Development is an integral part of the "corporate DNA" of MYTILINEOS and, therefore, thus of its long-term business strategy. It is the driving force through which the Company aspires to remain competitive in the long term, to meet contemporary challenges and, by developing appropriate partnerships, to contribute to a new and efficient model of socially inclusive growth, as it is reflected in the Sustainable Development Goals.

The Company, after carefully examining the existing significant social, environmental, and economic challenges affecting its activity, developed a new Sustainable Development strategy aiming at creating long-term and sustainable value for its shareholders and other Stakeholder groups, through a holistic approach that combines economic stability with social and environmental sustainability.

The Company's new strategy is implemented on three basic levels that are inseparable from one another and is governed by specific Principles that ensure completeness (Materiality Principle), quality (Stakeholder Inclusiveness Principle) and transparency (Accountability Principle) across all its activities.

More specifically:

The first level focuses on the Company's commitment to tackling climate change and on its contribution to a low-emissions economy. MYTILINEOS is fully aware that climate change is one of the most urgent issues the planet is facing for the next decade. Considering the high CO₂ emission intensity in both aluminium production and electric power generation processes, climate change is a key element for the sustainability of its activities. In this context, the Company has designed a strategy to address climate change, which serves to guide its initiatives to reduce carbon dioxide emissions as defined by the Kyoto Protocol, the Paris Agreement on Climate Change (COP21) and the corresponding National Plan of Greece, which sets out its contribution to the European Green Deal. MYTILINEOS becomes the first Greek industry to set specific, measurable and ambitious CO₂ emission reduction targets for 2030 and 2050, thus making the reduction of its carbon footprint a priority of its new Sustainable Development Strategy.

In addition, the creation by the Company of new Business Units oriented towards the dynamic development of sustainable projects internationally (Renewables & Storage Development BU, and Sustainable Engineering Solutions BU), is predicted to play, in the next critical decade, an important role in the energy transition and in the reduction of greenhouse gas emissions globally, giving MYTILINEOS the opportunity to scale up its positive impact and become one of the leading companies in the global market in this area.

The second level highlights MYTILINEOS' systematic approach to the monitoring, optimal management and disclosure of information about the ESG risks and opportunities that affect its performance, as well as about its efforts to implement its strategy. Through the ESG approach, MYTILINEOS strengthens its ability to create long-term value and manage significant changes in the environment in which it operates. In this way, it responds to the modern-day sustainability requirements of investors, capital markets and financial institutions, as well as to society's expectations of commitment and transparency regarding these issues, whose number keeps increasing.

The third level, which forms the basis of this new strategic framework, expresses the responsible operation of MYTILINEOS, which has been systematically cultivated over the last 12 years through the implementation of its Corporate Social Responsibility (CSR) policy and the Company's commitment to the 10 Principles of the UN Global Compact. For MYTILINEOS, CSR is an ongoing self-improvement and incessant learning process, while also serves as a key mechanism for renewing its "social" license to operate and, at the same time, improves its competitiveness at national and international level.

Tackling climate change & Energy transition

"Climate change" means the change in the global climate due to human activities and caused primarily by the increase in the concentration of greenhouse gases in the atmosphere. At global level, a rise in temperature by approximately 1oC compared to pre-industrial levels is already observed, while according to the findings of recent studies, such as for example those published by the Climate Change Impacts Study Committee (CCISC) in Greece, this rise in temperature could reach up to 6°C in 2100 if there is no concerted action to halt climate change by reducing greenhouse gas emissions, with the cost of impacts being particularly high. The EU therefore aims to reduce greenhouse gas emissions by at least 55% by 2030. This objective is

the result of the Paris Agreement and the European Green Deal. Greece is one of the most climate-ambitious countries and supports all European initiatives to drastically reduce greenhouse gas emissions.

In this respect, MYTILINEOS is one of the first Greek industrial companies to set in 2020 ambitious targets for the reduction of its carbon footprint, following a special study that used the latest available scientific data on climate change forecasts, as well as the relevant European and national strategy, and to further incorporate sustainability into its corporate DNA.

The Company's strategic priorities in this area are in line with the European Green Deal, contributing substantially to the transformation of the country's energy model, with a view to capitalizing on the opportunities offered by the European framework.

Particularly, MYTILINEOS is committed, through the implementation of the specific initiatives2 :

a) By 2030, to reduce by 30+% its total CO2e (scope 1 & 2) emissions, compared to 2019 level, and to achieve Net-

Zero emissionsin its development and construction activities.

b) By 2050, to achieve Net-Zero emissions across its entire business activity.

These ambitious targets represent the aggregation of the individual commitments taken at the level of the Company's Business Units.

These are as follows:

METALLURGY BU:

"To become the benchmark for Green Metallurgy worldwide."

Reduction of total CO2e emissions (scope 1 & 2) by

by 2030 (compared to 2019 level)

Reduction of specific emissions (CO2e/t Al) by

2 More information about CO2 emission reduction initiatives is available in the "Energy & Air emissions" section of this report.

by 2030 (compared to 2019 level)

Achieve Net-Zero emissions of the Business Unit

by 2050 (compared to 2019 levels)

ELECTRIC POWER & GAS BU:

"Becoming a catalyst for a low-emission Greek electricity sector via our Power & Gas business"

Reduction of specific emissions (CO2e/MWh) by approximately

by 2030 (compared to 2019 level)

Achieve Net-Zero emissions of the Business Unit

SUSTAINABLE ENGINEERING SOLUTIONS BU & RENEWABLES & STORAGE DEVELOPMENT BU:

"To play, through our new activities, an important role in the decarbonization of the global energy system"

Achieve Net-Zero emissions of the Business Units

by 2030 (compared to 2019 levels)

In 2021, MYTILINEOS plans to submit a Letter of Commitment to the "Science Based Targets Initiative" 3 , to submit the above-mentioned CO2 reduction targets to external independent verification, to assure they have been calculated on a scientific basis. In this way, the Company reaffirms its commitment to the objectives of the Paris Agreement and contributes in a pioneering way to the efforts to tackle the threat of climate change at national and global level – and this despite the prevailing conditions of widespread uncertainty and economic recession, as coping with the public health crisis created by the pandemic becomes the top priority.

ESG approach

MYTILINEOS acknowledges that in the modern global competitive environment, the continuous improvement of its performance regarding environmental, social and governance (ESG) issues which are of material significance in the sectors in which it operates, improves its access to financial resources, the commitment of its employees, the satisfaction of its customers, and its relations with society and its other Stakeholder groups.

Sustainable Development and ESG issues are now a priority for businesses, investors, and capital markets worldwide. Disclosure by enterprises of qualitative non-financial information, in addition to financial data, is considered necessary by investors in their decision making concerning the placement of funds intended to help achieve the Sustainable Development Goals.

At the same time, the growing concern about natural hazards as a result of climate change, the upcoming regulatory changes at European level, the rapid development of sustainable financing and "green" investments to support the economy in the face of the impact of the COVID-19 pandemic, the evolving energy transformation, demographic changes, the digital revolution, technological innovation, the spread of information and the ever-growing need for non-financial data in response to society's increased expectations of sustainable development, are constantly reshaping the business environment. Understanding the conditions that are emerging, MYTILINEOS continues to adapt to them, operating responsibly across the entire range of its activities, developing a holistic ESG approach and ensuring that it can take advantage of the opportunities arising from sustainable development to develop reliable sustainable products that will contribute to creating long-term value for the Company itself and for its shareholders, other stakeholder groups, and the society.

Core elements of the MYTILINEOS' ESG approach:

• Materiality: Definition and management of all Material ESG issues of the Company in the context of Sustainable Development, with the implementation of the new strategy for the decarbonization of our activities by 2030 being at the top of our priorities.

3 The Science Based Targets initiative (SBTi) promotes ambitious climate action in the private sector by mobilising companies to set science-based greenhouse gas emission reduction targets.

  • Interaction: Provision of feedback on strategic options by means of input from the investor community regarding the ESG agenda and the increasing requirements of investors for transparency and accountability.
  • ESG as a risk factor: Integration of the Material ESG issues into the Company's risk management system (ERM).
  • Alignment with the SDGs : Linking results of the management of Material ESG issues to specific targets and sub-targets of the SDGs.
  • Regulatory reform: Continuous provision of information and preparation for a smooth transition to the new European supervisory and regulatory framework.
  • Transparency & Accountability: Publication of Annual Reports, with emphasis on the ESG approach and the creation of value for all social partners.
  • Management of ESG ratings: Publication of qualitative and quantitative data, aiming to achieve the best possible performance in ESG evaluations by specialized agencies.

To enhance the transparency of the data and to further publicize the way in which MYTILINEOS manages ESG issues, this report presents information about both the identification process and the management of each Material issue, placing emphasis on the challenges, potential risks and impacts on the Company's business model or financial adequacy, the methods to address these, and the key results of the implemented policies. The Company's briefing of its Stakeholders on Non-Financial information will be completed with the release of the 2020 Sustainable Development Report at the Annual General Meeting of Shareholders in June 2021.

To better understand how to approach the Material ESG issues, the above-mentioned information is supported by the principles and the guidance offered by key international non-financial reporting standards, including, among others, the GRI (Global Reporting Initiative) Standards, the ISO 26000 International Corporate Social Responsibility Standard, and the business model module of the International Council for Single Reporting (IIRC). They are also supported by ESG key performance indicators (KPIs) maintained by the Company, which largely cover the requirements of both domestic and international investment initiatives, as well as the specific assessments carried out by analysts and independently assessment organizations.

ESG and Materiality

Given that the largest part of corporate value is nowadays to be found in intangible assets, the human, natural and social capital are shaping all material ESG information that investors use.

A key criterion that MYTILINEOS uses for the disclosure of ESG information the definition of issues related to its capacity to create value and are therefore of material significance for itself, for its Stakeholders and, more broadly, for Sustainable Development.

The Materiality process is a key tool for the responsible operation of MYTILINEOS and contributes to the enrichment and formulation of its Sustainable Development strategy. The Company approaches the issue of Materiality on two levels: (a) on the level of Financial issues, on an annual basis, and (b) on the level of Non-Financial issues, every 2 years with a mid-term review.

In terms of Non-Financial issues, the process is constantly evolving. The assessment of the Material ESG issues, carried out by each Business Unit, is used as a basis for their respective determination at the central level and vice versa. At the same time, the Company's open dialogue with its Stakeholder groups provides this process with new inputs on an annual basis.

In 2020, the Company proceeded with the detailed mapping of the Materiality process, which clearly defines the roles, the objectives, and the expected results. After its approval by the CSR Committee, the process is now a formal corporate practice.

In the context of the implementation of the Materiality process for 2020, the Company, after updating the Sustainable Development issues based on the internal and external sources it uses, proceeded with the internal review process. The issues were prioritized by all 4 Business Units in terms of the extent to which they affect the Company's ability to meet its business goals, as well as in terms of their impact on Sustainable Development. The findings of this internal exercise were combined with the respective findings of a relevant field survey, conducted in 2019, of the Company's Stakeholder groups (1,222 individuals, entities, and organizations).

Finally, MYTILINEOS is considering upgrading and further develop its internal materiality process using the Sustainability Accounting Standards Board (SASB) Materiality Map. The result of this process will be reported in our 2021 Sustainable Development Report.

The outcome of the 2020 process is presented in the following table:

Resources4 Material issues 2020 Relevant SDGs5 ESG6
Financial Financial position
SDG 8
Industrial Pollution prevention SDGs 12,14,15
Biodiversity & Environmental Restoration SDG 15 E
Energy & Air emissions SDGs 7,13
Natural Water management SDGs 6,12
Adaptation to climate change SDG 13
Circular economy SDGs 6,8,12
Occupational Health & Safety SDGs 3,8
Human Employment SDGs 8,9
Human rights SDGs 5,8,10,16
Sustainability of local communities SDG 1,2,3,4,11 S
Emergency response plans SDG 11
Customer Health & Safety SDGs 3,12
Social Communication & Marketing
Anti-Corruption & Anti-Bribery SDG 16
Legal compliance G

TABLE OF MATERIAL SUSTAINABILITY ISSUES

MYTILINEOS performance in ESG ratings

International ESG indicators are a strategic tool to support investors in identifying risks and opportunities related to the sustainability of their investment portfolio, helping them to select appropriate sustainable investments.

ESG analysts and their respective international rating agencies systematically monitor the performance of MYTILINEOS and, by applying various methodologies, evaluate its practices for the management of ESG issues that are important for the investment community.

MYTILINEOS aims to continuously improve its performance and makes the most of the improvement proposals it receives from the independent ESG criteria evaluation bodies in which it participates. The Company's long-standing commitment to Sustainable Development has already led to excellent ESG ratings from the world's most popular rating agencies.

During 2020, MYTILINEOS joined for the first time two new ESG Ratings, and also improved its score and position in the other indicators in which it is already participating.

Annual Financial Report for the period 5 Sustainable Development Goals: Linking Global Sustainable Development Goals to the Material Issues, after an internal analysis according to the SDG Compass tool. 6 Environment - Social – Governance: Correspondence of Material Issues to Environmental, Social and Governance factors, which codify (by means of specific KPIs) responsible corporate behaviour, identifying the Company's capacity to create value. Are used by potential investors focusing on socially responsible investments.

From the 1 st January to the 31 η December 2020

4Classification of Material Issues according to the resources utilised by the Company on the basis of its Business Model.

More specifically:.

MYTILINEOS was evaluated for the first time by Sustainalytics at the advanced comprehensive ESG risk level regarding its exposure to industry-specific material ESG risks and how well the Company is managing those risks. The result places MYTILINEOS 4th out of a total of 105 industrial conglomerates evaluated

by Sustainalytics. Sustainalytics, a Morningstar company, is a leading ESG research, ratings, and data firm. -------------------------------------------------------------------------------------------------------------------------------------------


MYTILINEOS further improved its already very strong performance in the Quality Score ESG index of ISS, one of the world's largest providers of services on issues of Responsible Investment and Corporate Governance to institutional investors. MYTILINEOS managed to attain the highest possible score in the Society pillar, maintaining at the same time its very high performance in the Environment and Governance pillars.

At the end of 2020, MYTILINEOS received a 74.4/100 (B+) rating by Refinitiv®, improving its overall ESG performance by 5% compared to 2019. Refinitiv® offers one of the most comprehensive ESG databases,

covering companies that occupy more than 70% of the global market value.

In December 2020, the CDP organization announced the results of the evaluation of MYTILINEOS in the WATER Security category, in which it participates voluntarily since 2016, disclosing extensive quantitative and qualitative data on the management of water resources in the context of its activity. According to the results, the Company further improved its score in the "Management Level" from B- to B (on an A/D- scale), confirming its long-standing commitment to

taking coordinated action on issues of water resource management.


In July 2020, MYTILINEOS scored 59.9/100 on Bloomberg's ESG Disclosure Index. This score ranks the Company as No 1 among the 18 Greek companies participating in the index, and as No 141 among 3,000 companies worldwide. The Bloomberg Organization is one of the world's largest financial data service providers, used as a

reference source, in real-time, of financial news and information by central banks, investment foundations, commercial banks, government agencies, companies and organizations in more than 150 countries..

-------------------------------------------------------------------------------------------------------------------------------------------

Finally, last year, MYTILINEOS was evaluated for the first time by the IdealRatings Index, receiving a rating of AA (on an AAA-CCC scale). This rating ranks the Company above the European (BB) and global (BBB) average of the industrial conglomerates evaluated by IdealRatings. IdealRatings is a company that provides the global

investors community with accurate and comprehensive information about the implementation and integration of responsible practices by companies.

Environmental Issues (ΕSG)

Environmental policy

The measurement of the impact of MYTILINEOS' business activity on the natural environment is a continuous and evolving process.

The Company is committed to reduce its carbon and environmental footprint, by applying new technologies and carrying out appropriate sustainable investments, as well as by implementing an integrated environmental management system certified in accordance with the ISO 14001/2015 international standard.

This system is supported by individual environmental policies, by investments aimed at upgrading its production units taking advantage of new technological developments, and by the implementation of Best Available Techniques in each Business Unit.

Key elements of the MYTILINEOS policy on the Environment:

  • Adherence to the agreements and commitments that MYTILINEOS has undertaken over and above its statutory obligations.
  • Reduction of the carbon footprint in line with the defined targets for 2030 and 2050.
  • Assessment of the impacts of the Company's activities on the environment, identification and assessment of potential risks, adoption of the necessary preventive measures, conduct of regular inspections and drills to confirm their implementation and evaluate their efficiency.
  • Control, continuous reduction, and proper management of solid, liquid and gaseous waste, employing utilization, reuse and recycling techniques where feasible.
  • Responsible use of natural resources.
  • Responsible use of water, beyond regulatory requirements, by reducing water withdrawals and discharges, and by minimizing water consumption.
  • Protection of biodiversity and ecosystems.
  • Prevention of all identified pollution risks.
  • Readiness and effective response to emergency environmental incidents and correction of all deviations by implementing corrective action plans.
  • Study, maintenance and evolution of appropriate prevention and suppression means, especially in cases where installations are modified.
  • Correction of all confirmed deviations identified, by introducing and implementing corrective and preventive plans and rehabilitation plans.
  • Continuous briefing, training, and awareness-raising activities for personnel in all Business Units, in a manner that is adapted to the duties and needs of each employee and promotes an environmentally responsible culture.
  • Acknowledgment of Social Partners' needs and expectations regarding environmental issues, demonstrating increased awareness of them and promoting a climate of cooperation.
  • Encouraging associates (contractors, suppliers, clients) to act in connection with environment-related issues and strengthening of their environmental conscience.
  • Organization of regular internal and external inspections to assess the performance of the Environmental Management System, the achievement of the targets set and the application of the relevant regulations and principles.

Environmental legislation

Compliance with the environmental legislation is a core element of the business activity of MYTILINEOS and a major issue whose significance does not fall short of the other issues that the Company is managing in the context of its continuous and responsible development. This stance, which is a key component of the Company's overall environmental policy, is based, first and foremost, on the principle of adhering to the provisions of the law, as well as to the agreements concluded and the commitments voluntarily undertaken by the Company through its Business Units. To achieve this, the Company monitors and ensures compliance with the

approved environmental licenses (Environmental Terms Approval Decisions) for its operational units. This is a process that is conducted internally,

on a regular basis and by specialized personnel in each Business Unit, as well as annually, by a recognized independent organization that undertakes to audit and certify the environmental management system in place.

Material Issues

Adaptation to Climate Change SDG 13

-------------------------------------------------------------------- Materiality assessment process results:

IMPACT ON SUSTAINABLE DEVELOPMENT: 2,75 SIGNIFICANCE FOR STAKEHOLDERS: 3,52 (Scale 0-4: where 0=Not significant & 4=Very significant) --------------------------------------------------------------------

Key challenges/impacts:

MYTILINEOS owns coastal industrial facilities and operates in countries where the effects of climate change are more intense. Moreover, the Company's mining activity, which is directly related to natural resources, may face a range of challenges and problems caused by the changes in the climate. The main challenge for the Company is to assess the vulnerability of its activities to climate change, considering existing and expected climate events and the impacts that these are projected to have.

Major risks:

In response to the above challenge, in the coming years the Company may have to take significant action to address:

  • Transition risks associated with extensive changes in the policies, laws and technologies concerning the measures for adapting to and mitigating climate change.
  • Natural risks associated with strong or longer-term changes that are estimated to significantly impact the operation of the Company's industrial plants.
  • Reputational risks associated with changes in its Stakeholder's perception of its contribution towards a lower pollution economy.

Risk management/control practices:

Given that MYTILINEOS's future investments will be largely determined by its new strategy on climate change (as this is presented in the section "Tackling climate change & Energy transition"), the Company has already incorporated in its strategic priorities the implementation of a study to identify the risks and opportunities of climate change for its activity. In 2021, MYTILINEOS will join the CDP Climate Change international initiative, while according to its current planning, by the end of 2022 the Company will be fully

adapted to the climate-related financial risk disclosures framework regarding the analysis of the risks and impacts of climate change, by following the relevant recommendations of the Task Force on Climate-Related Financial Disclosures (TCFD).

Results:

  • In the Metallurgy BU, studies have already been carried out on risks of flood, accidents, and disasters. Moreover, existing infrastructures have been improved and new ones have been constructed to address the most extreme weather events. The relevant emergency response plans have also been developed.
  • In the Electric Power & Gas Trading BU, Emergency Response Plans have been developed for the Company's thermal plants to address the occurrence of extreme natural phenomena (heatwave, frost, storm, flood etc.), while special flood studies have also been carried out where streams are in the vicinity of the Company's plants. About the operation of RES plants, wind turbines are fitted with safety systems which in the event of very strong winds switch the turbines off and move their blades to a secure position, while solar collector panels are hail resistant by manufacture.
  • Regarding the Company's business activity abroad, appropriate protection measures against extreme weather events are adopted and implemented within the boundaries of the facilities of each project, to ensure that all conditions resulting in deviations from the smooth operation of work sites are dealt with effectively.

Energy & Air emissions SDG 7 SDG 13

-------------------------------------------------------------------- Materiality assessment process results: IMPACT ON SUSTAINABLE DEVELOPMENT: 3.80 SIGNIFICANCE FOR STAKEHOLDERS: 3.54 (Scale 0-4, where 0=Not significant & 4=Very significant) --------------------------------------------------------------------

Key challenges/impacts:

The Company's electric power generation and aluminium production activities are the primary sources of its energy consumption and carbon dioxide (CO2) emissions, with significant operating costs. CO2 emissions contribute to the greenhouse effect and reinforce the phenomenon of climate change, with impacts on the natural and man-made environment. The commitment to gradually reduce its energy consumption and carbon footprint by 2030 and 2050, respectively, is one of the Company's most important challenges under its new Sustainable Development strategy.

Major risks:

• Any deviations from the legislation may cause atmospheric pollution and result in penalties affecting the Company's financial results as well as its capacity to retain its existing or to attract new employees, customers, investors or business partners.

• A further increase in the price of CO2 emission allowances (€/tn), as this may be shaped by the future EU policies on energy and climate, is likely to affect future compliance costs, both directly and indirectly, through the consumption of electricity.

Risk management/control practices

MYTILINEOS is committed to reducing its carbon footprint (energy consumption and carbon dioxide emissions), as well as its other air emissions, so as to minimize the impacts on air quality in the areas where it operates, as well as to addressing the overall causes and impacts of climate change in general. The Company promotes the use of natural gas as a stage of mild transition to the "green energy" era, in all its industrial plants as well as in its new business investments in the electric power sector, such as the new gasfired combined cycle (CCGT) power plant, whose construction began in 2019 and which will be ready in late 2021. The plant will employ cutting-edge technology which will make it the most powerful and energy-efficient power plant in the country and one of the largest power plants in Europe.

Nevertheless, in line with its new strategy and to achieve the ambitious targets it has set, MYTILINEOS will implement several key initiatives aimed at reducing CO2 (scope 1 & 2) emissions by 2030, such as:

  • the strengthening of its presence in the production of electricity from RES, with further implementation of a significant portfolio of over 2.5GW of RES projects, in Greece and abroad.
  • the electrification of its metallurgical activities exclusively from renewable sources.
  • the use of low carbon emission fuels in its activities.
  • the application of state-of-the-art technologies and the exploitation of digital industrial processes in production stages, to improve energy efficiency and reduce emissions, such as the digitization of the smelter at the Aluminium plant in collaboration with General Electric, and the application of Metsol technology to reduce PFC emissions.
  • the significant increase in the amount of secondary aluminium produced and of aluminium scrap used in the production of primary aluminium.
  • the use of electric power from RES and of battery storage in work sites.
  • the use of electric vehicles.
  • the replacement of gas-based office space heating installations with electric heat pumps.

At the same time, MYTILINEOS:

  • Is systematically following the relevant developments in the legislation and takes preventive measures to minimize any potential adverse effects.
  • By systematically applying Best Available Techniques (BATs) in its production processes, as well as by using more environmentfriendly fossil fuels, such as natural gas, which has been recognized as a transition fuel to decarbonization, in nearly all its industrial units, it aims to improve its energy efficiency and reduce dust emissions.
  • Ensures the proper maintenance and the best possible operation of the machinery in its industrial plants, while investing in their modernization, where feasible, with new technology installations. In 2020, EPALME SA, a MYTILINEOS subsidiary, active in the production of secondary aluminium, invested in the purchase of a new anti-pollution technology furnace, to ensure that the strict limits of its environmental license are not exceeded.
  • Monitors monthly its CO2, Fluorine and PFCs (Perfluorocarbons) emissions and implements timely corrective actions and appropriate technical interventions to ensure that the annual emissions are below its statutory allowance and are maintained at the lowest possible level.
  • Carries out checks of other pollutants (NOx, SOx and dust) by means of continuous and periodic sampling measurements. In the Aluminium production plant, as well as in EPALME SA, equipment has been installed to monitor and record dust emissions and take measurements in accordance with the environmental legislation and the Company's standards. In the Company's electric power generation plants (Combined Heat and Power plants and thermal plants), an online NOx emission measurement system is in operation, which automatically activates alarms if the maximum limits set (which in any case are lower than the maximum allowed ones), are exceeded. Measures to suppress diffuse dust are also taken, such as maceration of roads and raw materials and tree-planting.
  • In all its existing industrial plants, it has obtained the statutory greenhouse gas emission licenses. Moreover, appropriate emission monitoring and reporting infrastructure has been deployed and is in operation.
  • In the production of electricity, due to the nature of the activity, the Company focuses on maintaining the operation of thermal power plants at the highest efficiency levels in Greece, making the best use of natural gas as a primary fuel. The Company's thermal power plants use natural gas to generate electricity. The use of natural gas as a fuel significantly reduces the carbon footprint of the electricity generation activity. It is a fossil fuel that has a lower carbon content compared to mineral fuels, with no release of SO2 and particles, with lower NOx emissions (mainly NO2) compared to the limits allowed by the applicable laws, and lower CO2 emissions (by 70%) compared to lignite plants.
  • Participates, through the Metallurgy and Electric Power & Gas Trading Business Units, in the EU Emissions Trading Scheme (EU ETS), according to which from 2013 onwards all procedures for calculating and verifying air emissions comply with the EU ETS Phase III (2013-2020) regulations, under which compliance costs are higher due to the allocation of fewer allowances compared to the actual emissions.

Results:

  • The total energy consumption from the Company's activity in 2020 showed a slight increase by almost 2.4% compared to 2019, mainly due to the increase in the quantity of natural gas consumed in the production activity.
  • Electricity consumption remained almost stable, decreasing marginally by 0.2%.

  • At the level of energy intensity indicators per ton of production of anhydrous and hydrated alumina, as well as of primary aluminium, there were no significant changes compared to 2019, despite the increase in production and the higher consumption of natural gas. This was the result of the work quality inspections carried out, the improvements in equipment and processes, the optimization of parameters and the sensitization of the personnel involved through custom-developed action plans. In parallel with the Metallurgy BU, in the Electric Power & Gas Trading Business Unit the specific consumption in production per TJ of electric power remained stable compared to 2019.

  • The metallurgical and electric power generation activities of MYTILINEOS generate 99% of the Company's direct and indirect carbon dioxide (CO2) emissions. Direct (Scope 1) emissions result primarily from the alumina and aluminium production process (consumption of fuels and chemical processing as part of the production process) and from the generation of electricity (consumption of natural gas), while indirect (Scope 2) emissions correspond primarily to the consumption of electric power. In 2020, the total direct and indirect emissions decreased by 3.9% compared to 2019, mainly due to the change of energy mix in Greece, through gradual de-lignification and the use of more energy from renewable sources.
  • Regarding the other major gas emissions, the most significant changes from 2019 were:
  • The reduction of the total amount of nitrogen oxide (NOx) emissions by 4.5%.
  • The significant reduction by 12.2% of the amount of sulphur oxide (SOx) emissions. As part of the adaptation to Best Available Practices, the Metallurgy plant imposed additional restrictions in the procurement of tar and coke to produce electrodes, as regards their content in Sulphur (S).
  • Η slight increase by 4% of PFCs emissions, despite the continuing efforts, the regular inspections and the appropriate technical interventions applied for their containment, in the anhydrous alumina electrolysis process for the producing primary aluminium.

Biodiversity & Environmental Restoration SDG 15 -------------------------------------------------------------------- Materiality assessment process results: IMPACT ON SUSTAINABLE DEVELOPMENT: 3.60 SIGNIFICANCE FOR STAKEHOLDERS: 3.46 (Scale 0-4, where 0=Not significant & 4=Very significant)

--------------------------------------------------------------------

Key challenges/impacts:

The key challenge for the Company is to safeguard biodiversity and restore the natural landscape in usable land areas associated with bauxite mining activities and with the development and operation of Renewable Energy Sources (RES) projects.

Major risks:

• Effects on the flora and fauna in the wider area of the Company's activities. Ineffective prevention of negative impacts would lead to environmental degradation, raising issues of non-compliance with the legislation in force. In such a case, the loss of the Company's "social license to operate" would result in the suspension of all intentions and/or plans for business development and growth, due to the impact on its reputation and financial position.

Risk management / control practices

• In the Metallurgy Business Unit, the Aluminium plant, in compliance with the applicable legislation (including the plant's Environmental Terms Approval Decision), has in place a series of prevention and control measures to contain emissions to the natural recipients, thus safeguarding their quality and, consequently, the conditions for the growth of the local flora and fauna.

Preventive measures include investments in anti-pollution equipment such as state-of-the-art filters in chimneys and in the discharge points of wastewater treatment plants, installations for the treatment of process gases etc. The control measures include:

  • (a) Taking regular groundwater and sea water samples, whose results are confirmed by independent bodies.
  • (b) Operation of the air quality measuring station located in the Holy Monastery of Hosios Luke of Steiris.

(c) Assessment and ecological evaluation of the plant's wider area, by a study that was carried out in 2019 and took account of the fact that the plant is developed purely on an area of land, which however is in direct contact with a sea area of the NATURA 2000 network (pSCI: GR2530007 - CORINTHIAN GULF), a proposed Site of Community Importance (SCI).

Information on the level of operation of critical operating equipment (filters etc.) and measurement equipment (continuous measurement analysts etc.), as well as the results of studies and checks on the physical recipients of the plant's wider area, carried out by plant itself and/or by independent bodies, are the subject of regular documented updates that have been requested by the Competent Authorities.

• The mining activity of DELPHI-DISTOMON, a MYTILINEOS subsidiary, involves primarily underground quarries in Fokida and is caried out with respect to the biodiversity of the area. Before each new mining activity begins, Environmental Impact Assessments and Environmental Rehabilitation Plans are carried out and used as a basis for the mining phase but also for the rehabilitation phase. Where necessary (NATURA areas) a Special Environmental Impact Assessment is carried out. The areas where mining will take place, to be followed by rehabilitation, are pinpointed with precision, and the planning for each mining exploitation is developed considering the need to minimize alterations to the natural environment and the landscape.

Measures taken to prevent significant adverse effects on the environment:

  • Use of the existing road network and prohibition of opening new roads.
  • Use of existing access land works and in-site installations.
  • Prohibition of depositing or managing sterile limestone waste from the mining process on the soil.
  • Systematic maceration of all mining work areas for suppressing dust emission.
  • The management of all types of non-hazardous waste complies with the provisions of the applicable laws, while the disposal of this waste takes place only through certified bodies/contractors.

Moreover, a detailed mapping of the form and type of the vegetation is carried out, so that rehabilitation can be based on the unique features of the local ecosystem. The environmental policy7 of DELPHI-DISTOMON emphasizes its commitment to the protection of biodiversity both in the preparatory construction phase of a project and in the rehabilitation phase, helping to further contain any adverse effects, which are already quite limited in scope and temporary in nature.

The Company is also committed to securing the financial resources required to ensure adherence to the environmental terms and the performance of rehabilitation works, whose costs are included in advance in the budget of the corresponding project.

The closing-down and remediation plan for every worksite is specified by the Environmental Terms Approval Decision, while the project manager is obliged to submit to the competent Environment Department of the Regional Unit of Fokida, in the first month of each year, a topographical diagram (to a scale of 1:2000) together with a technical report which presents and describes the progress of the remediation works.

DELPHI-DISTOMON has been systematically active for more than 48 years in environmental rehabilitation and all its inactive quarries have been restored.

Environmental remediation is carried out with the systematic tree planting of approximately 15-20,000 trees per year, while during 2020 alone, 16,920 forest seedlings were planted.

Until today, DELPHI-DISTOMON has planted approximately 1,175,420 trees covering a total afforested area measuring over 1.82 km2. In addition, 77 km of fencing have been installed (to protect the planted trees), together with a 734 km long network of watering-irrigation pipes for those trees.

It should also be mentioned that over the last 5 years, on average, 300,000 tons of sterile limestone waste are produced during the mining process. This quantity is disposed of in already existing sinkholes of surface and underground sites and thus not a single square meter of land has to be reserved for the disposal of this type of waste.

7 (https://www.alhellas.com/en-us/enviromental-policy/enviromental-policy)

• In the Electric Power & Gas Business Unit and with respect to the activities which concern the construction of wind farms located near or inside areas designated as Special Protection Areas, a key prerequisite is the development of the respective environmental impact studies foreseen (specific ecological assessment, annual monitoring of the protected area), to confirm that there are no impacts or, in cases where there are impacts, to describe the measures which may be adopted in order for these impacts to be avoided. In cases where measures cannot be taken, the project is redesigned to ensure either the absence of impacts or the possibility to take measures. In line with the above, the impacts in the locations of the Company's activities are negligible in terms of pollution (gaseous, solid or liquid waste), the movement of animals is not obstructed as there is no fencing, and the disturbance to the local population of birds is negligible, while where this is necessary, technical systems for the protection of birds are installed. Furthermore, concerning the restoration of the environment, the Company applies and systematically promotes the obligation to reforest areas destroyed by fire (areas under reforestation), in accordance with the applicable laws and the instructions of the corresponding Forest Departments. Over the next two years, it is estimated that the Company will have forested over 907,600 m2 of such areas, also carrying out special technical forest works and recreational forest projects.

Results:

During 2020, no incidents occurred involving a deterioration of biodiversity because of the Company's activities, while the works scheduled for the rehabilitation of used areas were carried out as planned.

Concerning mining operations, at the end of 2020: (a) the total area of land used for mining operations stood at 120,000 m2 , the same as in 2019, (b) the total area of land in the process of remediation stood at 206,000 m2 , decreased by 9.2% from the previous year, while (c) the area of land whose soil has been rehabilitated since the beginning of the mining activity, as a percentage of the total land area of land used for mining operations, stood at 83.31%, increased by 1.26% from 2019.

Regarding the activities of construction and operation of wind farms, in 2020 three bird population monitoring studies were carried out, while reforestation of a total area of 617,000 m2 (increased by 8% from 2019) was successfully completed, also including a recreational forest project.

The Sustainable Development Report 2020 presents in detail the limited impact of the construction and operation of the Company's wind farms located in protected areas (e.g. NATURA 2000 network).

Pollution prevention

SDG 12 SDG 14 SDG 15

-------------------------------------------------------------------- Materiality assessment process results:

IMPACT ON SUSTAINABLE DEVELOPMENT: 3.45 SIGNIFICANCE FOR STAKEHOLDERS: 3.64 (Scale 0-4, where 0=Not significant & 4=Very significant) --------------------------------------------------------------------

Key challenges/impacts:

The effective prevention of any form of pollution of the natural environment from the Company's production activity and from any major industrial accidents is the main challenge for the Company.

Major risks:

  • The possible deterioration of the quality of the air and of surface and ground waters, and the pollution of the soil from industrial accidents are permanent potential risks.
  • In addition, key production and transport activities of the Company involve the risk of leakages, following unforeseen malfunctions or accidents, into the marine environment, since they are adjacent to it.

Failure to prevent and manage the above risks could have a significant impact on the Company's economic and industrial capital, reducing the value created by increasing the financial costs for dealing with these incidents, through possible administrative sanctions, as well as through the Company's ability to continue its activities.

Risk management/control practices:

Pollution risk management is directly linked to the safe, socially, and environmentally responsible operation of all the Company's facilities. To address this risk, preventive and repressive response measures are implemented in all Business Units.

In the case of the Metallurgy Business Unit, an Industrial Safety Management System is in place, covering all related activities, for preventing and responding to major industrial accident hazards by ensuring a series of actions and parameters aimed at preventing the occurrence of such incidents. The main objective is to avoid any incident involving a downgrading of the environment. The preventive measures consist of the following: (a) Strict compliance with the approved Environmental Terms of the metallurgical activity, (b) compliance with the measures foreseen in the Safety Study (SEVESO III – implementation of JMD 172058/2016), (c) implementation of Best Available Techniques in the management of industrial waste, (d) good knowledge of and training in Emergency Plans (EPs), (e) operation of a fire protection department, equipped with 2 fire engines, staffed by a permanent team of fire fighters and responsible for coordinating and training a team of volunteer fire fighters, and (f) systematic monitoring of water and soil quality. An example is the discharge of the seawater used in the cooling systems of the Combined Heat and Power (CHP) plant of the Metallurgy Business Unit, where in addition to the strict compliance with the relevant provisions of the law determining

the framework for preventing any environmental impact, the Company commissions, on an annual basis, an authoritative organization (Hellenic Centre for Marine Research - HCMR) to conduct a research study for monitor the status of living organisms on the Antikyra Gulf seabed. The studies carried out by the Company in accordance with the applicable Environmental Terms and their results are communicated every year, in accordance with the applicable provisions, to the competent authorities (the Ministry of Environment and Energy and the Water Management Directorate of the Decentralized Regional Administration).

In the Electric Power & Gas Trading and Sustainable Engineering Solutions Busines Units, in all production units (thermal plants, RES plants, complex construction plants and work sites) all potential risks are identified to address in a timely manner and minimize the consequences of unforeseen malfunctions and accidents. In particular, the following apply: (a) All procedures in the Environmental Management Systems and the Emergency Plans, as well as the operation and maintenance instructions for installations, (b) the instructions for monitoring air emissions, (c) preventive maintenance programs, (d) systematic visual environmental inspections of installations, (e) annual external audits for the certification of the Environmental Management Systems.

The findings of the recent studies, carried out in 2019 and 2020, have shown in both cases the ecological status to be stable, with improvement trends recorded at several observation stations. These studies will be continued for at least five more years.

In more detail, the preventive and suppressive pollution response measures in all Business Units are detailed in the Company's Sustainable Development Report 2020.

Results:

During 2020, no incidents occurred involving any form of pollution of the natural environment from production activities or involving industrial accidents in all Company activities. Concerning air emissions, these remained below the statutory levels for yet another year.

Water management:

SDG 6 SDG 12 -------------------------------------------------------------------- Materiality assessment process results: IMPACT ON SUSTAINABLE DEVELOPMENT: 3.70 SIGNIFICANCE FOR STAKEHOLDERS: 3.44 (Scale 0-4, where 0=Not significant & 4=Very significant) --------------------------------------------------------------------

Meeting the water supply needs of the industrial units of MYTILINEOS, especially in the Metallurgy and the Electric Power & Gas Trading Business Units, as well as the water supply needs of the Company's local communities in the region of Viotia, require the abstraction and use of significant quantities of water.

Recognizing the importance of this natural resource, the Company takes initiatives to ensure the efficient use of water and the controlled management of water discharges.

Aiming to constantly improve and enrich its practices in this area, the Company participates voluntarily since 2016 in the CDP – Water Security global sustainable development initiative, by disclosing comprehensive data about its practices in the management of water resources and having its impact and performance compared to those of the largest companies globally.

Key challenges/impacts:

Maintaining the rational withdrawal, use, consumption, and discharge of water is a key challenge for the Company, which is a major user of seawater and a consumer of ground water in specific sectors and areas of activity.

Major risks

  • Possible future changes in the water withdrawal limits and the water discharge parameters in the Environmental Terms Approval Decisions of industrial plants, in the Metallurgy and Electric Power & Gas Trading Business Units). This is a potential risk which may result in increased capital expenditures and operational maintenance costs associated with the development of alternative water reserves.
  • The potential reduction of aquifer reserves (ground water) which the Company uses for its production activities as well as for covering the water supply needs of its local communities' settlements. This potential risk may result in the reduction or suspension of production, in complaints from the local communities and in increased operating costs using water supplied by public utilities as an alternative source.

Risk management/control practices

  • The use of water in all Company activities is in full compliance with the Environmental Terms Approval Decisions of all its industrial plants.
  • Water withdrawals from ground water in the Metallurgy sector are obtained from a controlled network of low-depth wells (boreholes) which allows water to be replenished naturally after withdrawal (renewable sources).
  • Water recycling and reuse programs are implemented to the maximum extent possible, in the production processes or secondary uses in the Metallurgy Business Unit, together with rainwater collection and utilization practices.
  • Internal targets for water consumption per productive sector are set on an annual basis.
  • As regards the management of the liquid waste and water discharges resulting from the activity of MYTILINEOS, this is fully controlled and takes place by monitoring the parameters determined by the environmental terms and regulations under which

the facilities of the company's Business Units have obtained their environmental licenses. In the Metallurgy Business Unit, which produces that largest quantity of liquid waste, the largest part of this waste is recycled within the production process itself.

• To identify and assess the likelihood of future regulatory changes affecting sustainability issues, including water, the Company communicates regularly with the competent authorities and with the regulatory bodies involved.

Results

  • In 2020, no water withdrawal source was negatively affected by the activity of MYTILINEOS.
  • In total, 170.3 thousand ML of water were withdrawn for use, 500 ML less compared to 2019, while the quantity of used water returned to the water basins after quality treatment and in accordance with the approved environmental terms per Business Unit, stood at 163.7 thousand ML. As a result, total water consumption reached 6.6 thousand ML, remaining stable compared to 2019.
  • The amount of water reused in other Company units, thus preventing an equivalent volume of water withdrawals, amounted to 6.7 thousand ML, corresponding to 3.93% of total water withdrawals, again remaining stable compared to 2019.
  • In 2020, the Metallurgy Business Unit and the aluminium plant, which uses 99.7% of the total quantity of water withdrawals, commissioned a specialist firm to perform a Risk & Impact Assessment of the area's aquifer, as well as a series of hydrogeological studies, which are currently under way and whose findings are expected in the first half of 2021.
  • Finally, in 2020 MYTILINEOS was evaluated for the 5th consecutive year by the CDP international organization (Water Security category), for its management of water resources in the context of its activity. Based on this evaluation, the Company was upgraded to level B from B- (on a D-/A scale), achieving the highest performance in the 2nd best category of the index ("Management Level").

Circular economy (Waste management)

SDG 6 SDG 8 SDG 12 --------------------------------------------------------------------- Materiality assessment process results: IMPACT ON SUSTAINABLE DEVELOPMENT: 2.75 SIGNIFICANCE FOR STAKEHOLDERS: 3.53 (Scale 0-4, where 0=Not significant & 4=Very significant) ---------------------------------------------------------------------

Key challenges/impacts:

• The management of all hazardous and non-hazardous waste (especially bauxite residues), focusing on reuse, recycling, and utilization methods.

• The reduction of the amount of waste to be landfilled, thus helping minimize the impact on the environment and on human health.

Major risks:

• The gradual reduction of available bauxite disposal sites represents a key environmental risk for the Metallurgy Business Unit of MYTILINEOS, which may have potential negative effects on the Company's financial performance.

Risk management/control practices:

  • The management and reduction of waste are key elements of the Company's environmental policy. A network for the collection of waste for reuse and recycling has been designed and is in operation in every production facility, employing a labelling and numbering system for the collected waste. In cases where recycling cannot be completed internally, waste is forwarded to specialized licensed waste contractors. An example is EPALME SA, whose main waste, aluminium slag, is collected by a licensed company and ends up as an alternative raw material in the cement industry.
  • The Company continues to consistently invest in the installation of pilot units for the development of research in the exploitation of bauxite residues, by participating in European programs concerning the use of energy-efficient "green" technologies for the production of useful products and materials, as well as for the development of technologies for the extraction of rare earth elements. In this context, a part of the bauxite residues, on an annual basis, are converted by specific processes into cast iron (raw material for the steel industry) as well as into molded stone wool which is used to meet needs of the plant.
  • In the Metallurgy Business Unit, which accounts for 97% of the Company's total waste (of which 93% are bauxite residues), specially configured sites for the final disposal of waste (Controlled Landfill for Hazardous Waste and Controlled Landfill for Non-Hazardous Waste) are maintained and used in the area of Agios Athanasios, while bauxite residues (non-hazardous waste) are deposited at the same gradient with that of the natural relief of the disposal site.

Results:

  • In 2020, the Company's total waste quantity decreased slightly by 1.2%, mainly due to the individual reduction by 3.8% in the non-hazardous waste of the Metallurgy Business Unit.
  • The total amount of solid waste reused, recycled, and used in various ways, either by the Company itself or through third parties, reached 18.4% (2019: 17.8%) of the total waste produced (including bauxite residues), while the corresponding percentage excluding bauxite residues stood at 55%.

• During 2020:

(a) Nearly 124,000 tons of bauxite residues were made available to the cement industry as well as for other uses.

(b) The quantity of solid waste directed to landfills decreased by 40.4% from 2019.

(c) Approximately 9,000 tons of waste were recycled, representing an increase by 49% from the previous year.

(d) In the context of the environmental R&D of the Metallurgy Business Unit, the Company continued its efforts in the development of technologies for the exploitation of bauxite residues as well as for the implementation of innovative methods to produce alumina from alternative sources. In 2020, the Metallurgy Business Unit participated in a total of 22 research projects (such as, indicatively: "SCALE", "REMOVAL", "ENSUREAL", "AlSiCal", "BIORECOVER" and "ReActiv"), representing €6.9 million of investments in total. These projects focus on the exploitation of bauxite residues for producing scandium, iron, alumina, cement additives and construction products, on the production of alumina from alternative (secondary) sources, on heat recovery and the use of RES in aluminium production, on new tools and training courses for engineers and workmen employed in the raw materials / metallurgy sector, as well as on new aluminium recycling technologies.

ESG: Environmental KPIs* ESG
ATHEX
Metrics1
2020 2019
Percentage of industrial units & RES units certified with ISO 14001-2015 certification 87.5% 84.0%
Total bauxite consumption (tons) 1,878,949 1,871,395
Total natural gas consumption (mio Nm3
)
1,177.0 1,133.8
Emissions management strategy SS-E1 Yes Yes
Total water consumption (thousand ML)2 SS-E3 6.6 6.5
Environmental expenditures (mio €)3 71.6 61.1
Direct GHG emissions (Scope 1, CO2 thousand tons / year) C-E1 2,885.5 2,798.1
Indirect emissions (Scope 2 CO2 thousand tons / year) C-E2 1,573.7 1,841.3
Other emissions (Scope 3, CO2 thousand tons / year)4 Α-E1 3.55 1.82
Total NOx emissions (tons / year) 1,483.8 1,553.3
Total SOx emissions (tons / year) SS-E2 3,190.1 3,634.0
Particle emissions (tons / year) 80.5 94.3
Fluoride emissions (tons / year) 262.2 258.3
Emissions of PFCs (tons / year) 107,298.8 103,033.9
Total energy production (TJ) 21,856.4 20,816.5
Energy production from RES (% of total energy production) 8.6% 6.5%
Total energy consumption (TJ) 54,620.4 53,353.0
Electricity consumption (% of total energy consumption) C-E3 18.9% 19.4%
Consumption of energy from RES (% of total energy consumption) 5.2% 4.2%
Water management (CDP Water Security score) SS-E4 B B-
Total water withdrawals (thousand ML) 170.3 170.8
Water savings in the production process (% of total water withdrawals) SS-E3 3.9% 3.9%
Waste management Yes Yes
Total solid waste production (thousand tons) SS-E5 838.9 849.1

produced)
Solid waste reused, recycled or recovered in third party activities (% of total waste 18.4% 17.8%
Rehabilitation percentage of total land areas during the mining process 83.31% 82.27%

fines
Incidents of non-compliance with environmental laws and regulations and relevant 0 0

*The environmental metrics data vary slightly from the corresponding verified data published in the Company's Sustainable Development Report 2020.

1ESG Disclosure Guide of the Athens Exchange (where C: Basic Indicators, B: Advanced Indicators, SS: Sectoral Indicators)

2 The difference between the total amount of water withdrawals and the total amount of water discharges

3Environmental Expenditures: Costs of waste disposal, emissions management, purchase of CO2 rights, environmental remediation and costs of overall prevention and environmental management.

4The quantity of Scope 3 emissions refers to Product Transport, Business Travel and Employee commuting categories and is covered by the Sustainable Engineering Solutions Business Unit. The last category also includes the performance of the Electric Power & Gast Trading Business Unit.

Social issues (ESG) Material issues

Occupational Health & Safety

SDG 3 SDG 8

------------------------------------------------------------------- Materiality assessment process results: IMPACT ON SUSTAINABLE DEVELOPMENT: 4.00

SIGNIFICANCE FOR STAKEHOLDERS: 3.72 (Scale 0-4, where 0=Not significant & 4=Very significant) --------------------------------------------------------------------

Key challenges/impacts:

Because of the nature of their operation, the Company's Business Units are exposed to Occupational Health and Safety risks (light accidents, accidents with work time loss, occupational diseases and fatalities) which can have significant or less significant social impacts, not only for the employees themselves and their families but also for third parties such as the employees of independent contractors, the Company's business partners, student trainees and trainee employees as well as all types of visitors to their premises. In addition, these issues may cause impacts involving loss of employee satisfaction and morale, increased accident/absenteeism costs and adverse effects on the image and reputation of MYTILINEOS.

Major risks:

  • Direct or Indirect Accident Risks: Indirect Accident Risks create the conditions which lead to accidents and include the physical layout, functionality, access-evacuation routes, lighting and temperature of work areas. Direct Accident Risks lead to accident or occupational disease and include natural, chemical and biological factors.
  • Non-Accidental Risks concern organizational, psychological and ergonomic factors that do not lead to accidents but affect the physical and mental health of employees in the short or the long run.

Risk management/control practices:

• Occupational Health and Safety is a line of responsibility that begins from the Management and the General Divisions and extends to all stages of production of all MYTILINEOS Business Units. To address the relevant risks, the Company has in place and is strictly implementing security systems and safety measurements to assess their impact on the human body and to identify any need for interventions in all its work areas (offices and industrial facilities).

  • At the same time, continuous progress and self-improvement depends greatly on both the preventive actions undertaken and the broader experience that the Company gains from every individual incident and near accident examined, while educating and training its personnel is crucial in order to maintain and further develop an accident prevention mentality.
  • The company applies in all its Business Units an Occupational Health & Safety Management System designed to minimize risk, by allowing the continuous adoption of measures to prevent accidents and occupational diseases, providing for ongoing employee training and strengthening a safe work culture. The system is certified in accordance with the OHSAS 18001 and ISO 45001:2018 international standards, covering, at the end of 2020, 83.3% of all of the Company's production plants in permanent operation. MYTILINEOS is already in the process of transitioning the certification of its Occupational Health and Safety Management System in all its production units to the new ISO 45001:2018 standard. This process is expected to be completed by the end of 2021.

Key elements of the MYTILINEOS Occupational Health and Safety policy:

  • Full compliance with the applicable laws on Occupational Health & Safety and with other relevant rules and regulations.
  • Recognition and assessment of occupational risks and adoption of measures to control and mitigate them.
  • Establishment of preventive action programs to improve work conditions, as well as of preventive and corrective action plans, procedures and instructions, to ensure that risks are minimized or altogether eliminated.
  • Systematic measurement, assessment and effort to reduce the levels of exposure to harmful factors, and continuous monitoring of the employees' health.
  • Open and transparent communication on all issues regarding Health and Safety.
  • Provision of information, awareness raising and training of employees in Health and Safety issues, to eliminate incidents at the workplace.
  • Systematic inspection of the organization and of the processes and procedures in place, to ensure their continuous updating and improvement, the respect of rules and the achievement of the targets set.
  • Constant efforts to ensure alignment with the relevant international standards and implementation of Occupational Health and Safety best practices.

Results:

Direct employees:

  • Zero fatalities from accidents or occupational diseases.
  • Zero serious incidents from accidents or occupational diseases.
  • The total number of recorded accidents8 stood at 13 and the accident rate per 200,000 work hours worked was 0.5 accidents.

From the 1 st January to the 31 η December 2020

Annual Financial Report for the period 8 New method of counting accidents, according to the new GRI 403-4 (2018) standard. Includes all accidents resulting in death, days away from work, limited work or transfer to another job, medical treatment in addition to first aid or loss of consciousness or significant injury or ill health diagnosed by a doctor or other authorised health care professional. Includes all fatalities and

  • The total number of visits to the medical (first aid) stood at 9, decreased by 67% from 2019.
  • The Metallurgy Business Unit completed one more year of operation without accidents with interruption of work for 3 or more days.
  • A total of 10,423 man-hours of training in Health and Safety were implemented in all Business Units, attended by nearly 54% of direct employees.
  • Safety conditions and performance in almost all MYTILINEOS activities are assessed on an annual basis. In 2020, 33 inspections and audits were successfully carried out in all Company Business Units either by customers or by independent experts.

Indirect employees:

  • Despite the efforts made, with regret we report one fatality due to electrocution, involving an employee of a contractor in the Electric Power & Gas Trading Business Unit.
  • The total number of accidents recorded13 stood at 12 and the accident frequency rate per 200,000 work hours was 1.21 accidents.
  • In addition, a total of 11 visits of employees to the medical (first aid) stations were recorded, decreased by 78% compared to 2019.
  • With a view to strengthening and consolidating a common safety culture among all MYTILINEOS' business partners, 16,120 manhours of training in the prevention of serious accidents were implemented for indirect employees.

MYTILINEOS continues to take constant care to ensure the achievement of the only acceptable target of "ZERO ACCIDENTS AND ZERO OCCUPATIONAL DISEASES", which is also the major challenge for the industrial and construction sectors. The Company's key concern is to sustain the high level of its Health & Safety indicators in all its facilities (offices, industrial plants, and construction sites). More detailed information is presented in the Company's Sustainable Development Report 2020.

Employment

SDG 8 SDG 9

------------------------------------------------------------------- Materiality assessment process results:

IMPACT ON SUSTAINABLE DEVELOPMENT: 3.70 SIGNIFICANCE FOR STAKEHOLDERS: 3.36 (Scale 0-4, where 0=Not significant & 4=Very significant) --------------------------------------------------------------------

As an employer, MYTILINEOS contributes to one of the most widely accepted social goals, namely, to improve living standards through full-time and safe employment and decent work. The Company's labor practices comply as a minimum with all the provisions of the legislation force and respect the fundamental principles laid down in the International Labour Organisation's (ILO's) Declaration on Fundamental Principles and Rights at Work.

accidents that occurred during the employee's travel between his/her private place of activity (e.g. residence) and a place of work or work area and only when such travel has been organized by the Company.

Key challenges/impacts:

  • Employment is an internationally recognized objective linked to economic and social progress. It is considered an extremely important issue for the Business Units of MYTILINEOS, due to the high localization and large number of their employees. Creating opportunities for long-term employment benefits not only the Company's business activities but also has a positive impact on its local communities, contributing to their sustainability.
  • In addition, issues concerning decent working conditions (such as, for example, working environment, wages, benefits, working time, rest periods, leaves of absence, disciplinary and redundancy practices, protection of motherhood and other welfare issues) are of top priority for the Company, as they directly affect the satisfaction of employees and are key factors for their retention.

Major risks:

• The decline in employee satisfaction, commitment and efficiency and the departure of talented employees, which may be due to the lack of opportunities for hierarchical advancement opportunities, market mobility and the supply of attractive jobs, the offered compensations and benefits and their competitiveness, as well as to their lack of adaptability to changes in corporate organization and processes, and to their difficulty in integrating the Company's values and in adopting its Code of Business Conduct. The potential impacts of this risk may involve the loss of valuable knowledge and expertise gained through their employment, as well as the loss of the financial investment and of the time required for their training. The Company may also incur increased costs due to mobility and the need to replace qualified personnel.

Risk management/control practices:

• To address these risks, the Company has implemented systems and practices concerning: (a) timely and continuous provision to employees of information about changes in structures, (b) the development of programs for formulating the new shape the new integrated corporate culture, based on the employees' shared values and their behaviors, (c) the implementation of employee training and development programs aimed at strengthening personal and technical skills and competences, and (d) the provision of incentives, both in terms of remuneration and benefits and in terms of advancement and development.

Key elements of the Company's approach to Employment

  • Attraction and retention of competent executives, continuous improvement of employer-employee relations and implementation of modern systems for employee performance evaluation.
  • Establishment of an attractive remuneration and benefit framework according to market data and specialized surveys for critical areas of the Company's activity.
  • Promotion of the Code of Business Conduct to all personnel and ensuring that the latter are fully familiar with it, and avoidance of direct or indirect discrimination in all work practices.

  • Recognition of the importance of healthy and secure employment for all personnel and business partners.

  • Focus on localization, giving priority to the recruitment of employees from the Company's local communities, and bolstering local employment at domestic and international level based on the Company's activities.
  • Ensuring the flow of information and the timely communication of organizational changes, through the appropriate communication channels, which include the corporate intranet, e-mails, SharePoint application and non-electronic means of communication, such as evening consultation events with members of the top Management, written announcements posted in production work areas and, more generally, open communication with employees through the HR-Business Partner role in each Business Unit.
  • Protection of the personal data of employees, allowing their use only by authorized persons and only in cases where this is required by the law for purposes related to the functioning of industrial relations and to the Company's business activity.
  • Ensuring, the individual Labour Regulations and the Code of Business Conduct, the elimination of all arbitrary or discriminatory practices in terminating employment relationships with employees.

Results:

  • Direct employment, as recorded at the end of 2020, increased marginally by 0.8%, despite the unprecedented conditions created by the pandemic. The total number of the Company's direct employees stood at 2,455 persons (2019: 2,436), of which 90% are employed in Greece.
  • The total number of employees of permanent independent contractors executing significant operations for the Company (such as mining, construction of new projects, maintenance services, transport etc.), including also the persons employed by MYTILINEOS under long-term work contracts or employment contracts, stood at 1,401 (2109: 1.226), raising the number of the Company's direct and indirect employees to 3,857 persons, thus increasing total employment by 5% from 2019.
  • Total new hires reached 395, of which 20% were women, who saw their participation in direct employment increase to 19% (2019: 18%). A total of 34 new jobs were created in the Company.
  • Moreover, MYTILINEOS, created 65 quality "pre-labor-market" posts, based on the concepts of apprenticeship, internship and traineeship, with the aim of bridging the skills gap and transforming many of these posts into permanent jobs.
  • The retention rate of full-time employees was over 90%, while the low rates of part-time and fixed-term employment in the Company were maintained, confirming, for one more year, its intention to maintain long-term relationships with its people.

Human Rights SDG 8 SDG 10 SDG 16 --------------------------------------------------------------------

Materiality assessment process results:

IMPACT ON SUSTAINABLE DEVELOPMENT: 4.00 SIGNIFICANCE FOR STAKEHOLDERS: 3.42 (Scale 0-4, where 0=Not significant & 4=Very significant) --------------------------------------------------------------------

Key challenges/impacts:

The key challenge for the Company is to secure the continued protection of Human Rights and especially of labor rights. In doing so, the Company's priority is to ensure its avoidance of any involvement in incidents of Human Rights violations which may be caused by third parties such as another enterprise, State bodies, natural persons or other groups with which the Company cooperates within the scope of its activity, as well to further strengthen an inclusive working environment that

promotes the personal and professional improvement of employees.

Major risks:

• MYTILINEOS, due to its activity in developing countries abroad, primarily mainly through the Sustainable Engineering Solutions (SES) Business Unit and the Renewables & Storage Development (RSD) Business Unit, acknowledges risks related to human rights, both within its working environment and its business and within its main suppliers and business partners. These risks (such as activities that may affect or involve children, culture of corruption, inequalities in the workplace, limitation of human rights at the level of local communities etc.) may affect the Company's financial, human and social capital, through their likely impact on its reputation and its "social license to operate", and may lead to legal sanctions as well as to emergency measures beyond those imposed by normal business conditions.

Risk management/control practices:

  • MYTILINEOS is committed to the first 6 Principles of the UN Global Compact, which are based on, among others, the internationally recognized principles on the protection of Human Rights, as these are defined in the Universal Declaration on Human Rights. The Company's commitment to monitoring and publishing the impacts of its activity in this area, together with the Code of Business Conduct, which is addressed to all levels in the Company's hierarchy, promote the protection of and respect for Human Rights, mitigating the likelihood of such incidents occurring in the Company's working environment.
  • In 2020, MYTILINEOS developed a specialized Human Rights Policy with the aim of creating a framework for the promotion of respect and protection of Human Rights, both in the Company's internal environment and within its sphere of influence. The Policy expresses MYTILINEOS' zero tolerance of violations of Human Rights. Τhis is implemented by not participating (directly, passively or silently) in such violations, as well as by avoiding all transactions and contacts with third parties that may have caused or may cause violations of these rights. The Policy also aims at raising awareness and ensuring the commitment of MYTILINEOS

employees, suppliers and business partners to respect and protect Human Rights, in all its Business Units, including its subsidiaries. In the context of the preparation of the Policy, the Company's Stakeholder Engagement process for 2020 was dedicated to this issue and was implemented by means of a custom electronic mailed to all Stakeholder groups, with special emphasis on the Company's employees. In accordance with international practices, the Company listened to and incorporated the views of all Stakeholders on the key points of the Policy.

  • MYTILINEOS monitors the relevant labor legislation (national, European, ILO), including reports on child labor, respect for human rights and work conditions, and is fully aligned with the collective bargaining agreements and the relevant international conventions. The Company's employees may without any restriction whatsoever participate in trade unions and professional associations.
  • The Company, through the basic grievance mechanism provided for in Code of Business Conduct for reporting violations of the Code (anonymous or named reports by phone, fax, post, as well as by e-mail to the Regulatory Compliance Division), enables its employees to raise any concerns, as well as to report incidents of Human Rights violations. Moreover, the Company warrants that no action shall be taken against any employee who reports in good faith any actual or alleged inappropriate conduct.
  • As regards its activity in developing countries, MYTILINEOS takes all requisite measures to comply with the applicable laws. Safe work management is governed by a series of actions that must be followed, to ensure that the Health & Safety system for employees is property implemented and the appropriate measures are taken. At the same time, the contracts signed with contractors and suppliers include an explicit provision about the Company's Code of Business Conduct, to safeguard the respect of Human Rights and to prevent conditions of corruption and bribery.
  • Finally, the Company undertakes to regularly assess the main operational units of its Business Units for any effects on key Human Rights protection areas, in accordance with the methodology proposed by the Global Compact (Global Compact Self-Assessment Tool - Human Rights section) and to publish the relevant findings. This process is supported by both daily communication and employee management procedures and systems implemented by the Human Resources General Division.

Results:

  • In 2020, the Company implemented, for the 4th consecutive year, the self-assessment process regarding the protection of Human rights in its Business Units, in line with the methodology recommended by the Global Compact (Global Compact Self-Assessment Tool - Human Rights). According to the results of the self-assessment process, no areas were identified in which the deficiencies observed could compromise the protection of Human Rights in the Company's activities. The areas explored in the selfassessment process are described in detail in the Sustainable Development Report 2020.
  • As part of the training in the Code of Business Conduct, the Company has also provided Executives with training in Human Rights subjects, focusing on the respect for the freedom of association, the elimination of all forms of forced or compulsory labor, the

identification and elimination of child labor, and the elimination of any discrimination related to the workplace and to employment.

• Finally, in 2020 no incident of Human Rights violation was reported to the Human Resources General Division or to the Regulatory Compliance Division through the formal procedure in place for reporting violations of the Company's Code of Business Conduct.

Sustainability of local communities

SDG 1 SDG 2 SDG 3 SDG 4 SDG 11

------------------------------------------------------------------- Materiality assessment process results: IMPACT ON SUSTAINABLE DEVELOPMENT: 3.70 SIGNIFICANCE FOR STAKEHOLDERS: 3.45 (Scale 0-4, where 0=Not significant & 4=Very significant) --------------------------------------------------------------------

Key challenges/impacts:

Supporting the sustainability of local communities is a key element of MYTILINEOS' 'responsible operation and, at the same time, reinforces the prevention policy followed by the Company, mitigating at the same time unpredictable non-financial risks and contributing to the preservation of its "social license to operate". This is a substantial, constantly evolving effort that takes various forms and expresses the Company's commitment to work with social bodies and to implement programs of a high social value for its local communities, which it regularly adapts in order to best meet their needs and expectations.

Major risks:

• MYTILINEOS is a core member of the local communities in which its production units are located or with which they are neighboring. The Company's failure to promptly identify and manage the significant and often-changing social, economic and cultural sustainability parameters of its local communities, may affect the preservation of its "social license to operate" and thus also restrict its future growth.

Risk management/control practices:

  • The General Management of each Business Unit of MYTILINEOS is responsible for managing relationships with the local communities where that Business Unit operates. The main objective is to identify any negative impacts from the Company's business activity and to minimize them through its responsible business conduct and activity.
  • Moreover, a Corporate Social Responsibility team has been appointed and is operating in each Business Unit. This team is managing the implementation of the Company's social policy, the annual Stakeholder engagement process, the use of local media and the organization of visits of members of the local community to the Company's facilities, when this is requested.
  • The Company communicates with its local communities in a clear and transparent way, opting for an "open door" policy, applied primarily in the areas where the Company's industrial plants are located.
  • The collaboration of MYTILINEOS with the wider society as well as with the local communities where its operations are located is ongoing. The initiatives taken by the Company are linked to the needs of each community and of the wider region, and are shaped through open dialogue with the local social partners, by conducting surveys for the identification of material issues as well as opinion surveys, and by organizing annual thematic or general open consultations with representatives of the local communities for following up and discussing specific topics of local interest.

The contribution of MYTILINEOS to the sustainable development of its local communities focuses on:

  • Bolstering local employment: As the core activities of MYTILINEOS are primarily located in the Greek regions, the Company acknowledges and accepts its share of the responsibility to contribute to the development and preservation of the prosperity of the local communities. In all the geographical regions where the Company's operations are located, its human resources come in their majority from the local population.
  • Supporting local economic growth: All Business Units of the Company subscribe to the same principle of selecting as a priority domestic and, by extension, local suppliers for the purchase of materials and services, always if these meet their specific needs and particular requirements.9
  • Making a substantial contribution through the Company's annual social investment program: The Company aspires to help strengthen social cohesion, strategically seeking to maximize its mobilization by participating in selected actions in sectors directly connected to: (a) its culture and corporate values, (b) the impacts of its business activity, (c) the basic social needs that have emerged during the financial crisis and the consequences of the COVI-19 pandemic, and (d) the Sustainable Development Goals.
  • In tandem with the above and building on its constructive relationship with social bodies over the years, MYTILINEOS applies a system of managing and evaluating social requests that enhances transparency and ensures the sustainability of its social investments.
  • Specialized executives in each Business Unit manage the Company's relations with its local communities and, in collaboration with the Corporate Social Responsibility Central Service of MYTILINEOS, implement the Annual Stakeholder Consultation process at local level, in order to record local needs and explore new partnership opportunities.

9 (For information on this topic, please consult the 2nd study on the MYTILINEOS Socio-economic Impact in Greece, available at the following address: https://www.mytilineos.gr/en-us/how-we-create-value/how%20we%20create%20value#tab-mytilineos-socio-economic-impact-in-greece)

Results:

Stakeholder Engagement 2020:

Because of its multiple business activities, the Company interacts with a wide range of social groups. These different groups are listed, ranked and classified as "key Stakeholder groups", using specific criteria in accordance with the AA 1000 SES International Standard.

For the last 11 years, MYTILINEOS has been consistently holding its established Open Social Dialogue events with its Stakeholder groups. The Company is one of Greece's pioneers in this field, as this approach establishes the conditions for defining new attitudes and practices in its relationships with Stakeholders, taking as its starting point the particular characteristics of its Business Units.

In 2020, considering the unprecedented conditions that prevail in the context of coping with the consequences of the COVID_19 pandemic, MYTILINEOS conducted its annual consultation process online, in a centralized way, on the subject of the creation of a corporate Human Rights Policy. The specific objectives of the consultation were:

(a) To explore the Stakeholders' level of AGREEMENT with the way in which MYTILINEOS will approach the issue of Human Rights in its official policy.

(b) To explore the level of SIGNIFICANCE for the Stakeholders, of MYTILINEOS' decision to formally commit to the proper management of Human Rights.

(c) To explore the level of ACCEPTANCE by the Stakeholders of the issues that MYTILINEOS wishes to include in its Human Rights policy.

Almost all of the 673 individuals and entities which participated in the Consultation agreed with the overall approach as well as with all the issues on which MYTILINEOS' policy on the respect for and protection of Human Rights will focus.

  • Local employment and growth: Over the last 11 years, MYTILINEOS has created nearly 1,000 new jobs, taking also into account the Company's employment figures for 2020. Moreover, the Company, acknowledging its significant share of the responsibility to generate income in its local communities, maintains recruitment from its local communities at a very high level, with more than 9 out 10 direct and indirect employees coming from the local population.
  • It also supported the national and local supply chain, by sourcing from its revenue generating products, services, jobs (retaining more than 1,200 indirect jobs from direct suppliers in connection with all Company activities during 2020), by creating wages consumed in the market and by generating induced jobs, wages and taxes paid to the State.

• In 2020, the Company, continuing to implement its social policy, invested €3.2 million, implementing actions in basic social sectors that contribute to Sustainable Development Goals (SDGs). The Company's key social programs implemented centrally in 2020, with a significant impact on specific targets of the Global Sustainable Development Goals, are presented below. All social investments are presented in the Company's Sustainable Development Report 2020.

ACTIONS A GAINST POVERTY AND UNEMPLOYMENT

- #HoMellon program10

Επίδραση: MYTILINEOS, wishing to support the reintegration of homeless people and those living under precarious housing conditions or in places unsuitable for residence, has given 25 unemployed citizens the opportunity to successfully complete the first 6-month #HoMellon professional skills development pilot cycle. The program also offered to the beneficiaries clothingpersonal care, technological equipment and ways of interconnecting with the labor market. At the program's completion, 17 of the 25 beneficiaries had joined the labor market, 3 had their own residence, while the remaining 5, empowered and motivated by the program, continue to improve their lives..

REDUCING FOOD INSECURITY

- Program: "DIATROFI" ("NUTRITION")11

Impact: MYTILINEOS ensured the distribution of 34,309 healthy meals in total, for the third consecutive year, to 319 students of 9 schools in the Prefectures of Attica and Viotia, reducing the individual high food insecurity indexes while at the same time helping the students improve their dietary habits.

REDUCING INFANT & CHILD MORTALITY - ACCESS TO HEALTH SERVICES FOR ALL

  • Program: "Upgrading of Emergency Departments in Hospitals and Pediatric Clinics in the country"12

Impact: By offering the necessary medical equipment, MYTILINEOS has helped upgrade 3 new Emergency Departments at: the 1) at Amfissa General Hospital, 2) at Florina General Hospital and 3) at Ag. Nikolaos General Hospital in Crete, which now serve 18,100 children on an annual basis.

10in collaboration with the "Knowl" Social Entrepreneurship Network.

11In collaboration with the Prolepsis Institute.

12in collaboration with the association "Paediatric Trauma Care" Society.

Annual Financial Report for the period

From the 1 st January to the 31 η December 2020

- Program: "Financial assistance for cardiac surgery of children in need"13

Impact: MYTILINEOS covered the costs of 3 cardiac surgeries for destitute and uninsured children aged 10, 15 & 17, with congenital or acquired heart disease. Specifically, the Company covered the costs of surgery, hospitalization (ICU & 10 days stay in hospital), medicines, medical examinations and special medical equipment.

- Program: "Making Children Smile"14

Impact: The Company offered free dental checks to 450 children from vulnerable social groups, as well as dental treatment to 388 of them, performing 1,201 dental medical acts in total, ruling out all forms of discrimination. The children who participated in the program were between the ages of 6 and 18 and come from the Social Services of Municipalities, Public Benefit Foundations and non-profit organizations, all of which are based in the Prefecture of Attica. The total investment in the program created a social value of €479,019.90 (according to the "Social Return On Investment" methodology) with an SROI rate of 7.58:1. This means that for every 1 euro invested in the program, 7.58 euros of social value were created.

EDUCATIONAL EQUIPMENT / SCHOOL INFRASTRUCTURE - SKILLS DEVELOPMENT & S.T.E.M. PROMOTION

- Program: "Lending Libraries"15

Impact: MYTILINEOS created 5 new school libraries in an equal number of Primary and Secondary schools in the Prefectures of Magnesia and Preveza, which already serve 476 children and 75 teachers.

- Program: "The Tipping Point"16

Impact: The program was implemented for the second consecutive year in 30 schools around Greece, where by using technology and after attending 30 minutes of live mentoring, 1,133 students, assisted by 32 teachers, regardless of geographical area, economic and social status, can speak with successful professionals and obtain answers to questions about their future.

- Program: "S.T.E.M. Education - Renewable Energy Sources"17

Impact: 10 "Gigo Light and Solar Energy" and "Gigo Wind Power" kits were offered to an equal number of High Schools in the regions of Aitoloakarnania, Evia and Serres, enabling students to experiment as modern engineers with various applications of renewable energy sources, namely photovoltaics and wind turbines.

LOCAL INFRASTRUCTURE & SUSTAINABLE CITIES

  • Program: "Information and awareness-raising of the school community on forest fire prevention and response, and forest protection policies and practices"18

Impact: Implementation of the program has produced the following results: (a) achieving a fuller understanding of the importance and value of forests, (b) providing the best possible information on the prevention of forest fires, and (c) raising awareness of the problems caused at national and global level by the depletion of forest areas and have a

13in collaboration with the "Hearts for All" humanitarian organisation.

14in collaboration with the "Mission ANTHROPOS" organisation.

15In collaboration with the "Greek Book Club".

16In collaboration with the Organisation "The Tipping Point".

17in collaboration with the Educational Robotics & Science Organization "WRO Hellas".

18in cooperation with the Hellenic Society for the Protection of Nature.

Annual Financial Report for the period

From the 1 st January to the 31 η December 2020

significant impact on society at large, thereby enhancing the environmental awareness of 1,250 school students and 76 educators from 42 schools.

Emergency Response Plans

------------------------------------------------------------------- Materiality assessment process results: IMPACT ON SUSTAINABLE DEVELOPMENT: 3.50 SIGNIFICANCE FOR STAKEHOLDERS: 3.60 (Scale 0-4, where 0=Not significant & 4=Very significant) --------------------------------------------------------------------

Key challenges/impacts:

The Company's high degree of readiness and prompt response to extraordinary incidents both within and outside the boundaries of its activity, ensuring the uninterrupted operation of both its industrial plants and its operational installations (underground mining sites and construction sites).

Major risks:

SDG 11

The Company recognizes as a risk the low degree of readiness and response to extraordinary incidents (fires, explosions, high volume materials, land subsidence, release of chemical substances to the environment, transportation of products, waste, natural hazards such as weather conditions and seismic events, health and safety incidents and other hazards) with serious consequences for the employees, the local community and the natural environment but also for the smooth operation of its activities and thereby for its reputation and its financial results.

Risk management/control practices:

Given that responding to emergencies is of the utmost priority for MYTILINEOS, appropriate Emergency Prevention and Response Plans (for fire, explosion, leakages, natural phenomena, extreme weather conditions etc.) are applied in all Business Units of the Company, in order to deal effectively with all incidents that result in deviations from their normal operation with serious consequences for the environment and for the health and safety of employees and the local communities.

  • In the Metallurgy sector, an Emergency Response System has been developed in the facilities of Ag. Nikolaos, Viotia, covering the following areas: (a) an integrated Internal Emergency Plan (IEP) which also includes special evacuation plans, (b) systematic training of personnel, and (c) planning and implementation of readiness exercises in accordance with the annual plan and adaptation to the requirements of the IEP. Regarding in particular the risks related to the use of industrial substances, both the prevention measures and the response plans follow the provisions set out in the SEVESO III Directive and described in the relevant Plant Safety Study, which is registered in the National Registry established for such installations.
  • In the Electric Power & Gas Trading Business Unit, a package of emergency response measures is applied in the Unit's energy complexes, RES plants and offices, comprising the following: (a) Emergency Team or Emergency Manager, (b) documented

Emergency Incident/Accident Response Procedures, (c) implementation of Emergency Management Plans, and (d) implementation of personnel drills and training exercises in accordance with the special Evacuation Plans and the Building Emergency Instructions.

• In the Sustainable Engineering Solutions and in the Renewables & Storage Development Business Units, each construction site has its own emergency response plan, appropriate to the nature of its activities and to the risks identified and assessed. The emergency plans are documented, accessible and they are clearly communicated to all personnel, who are trained to understand these plans and to learn their role and responsibilities in the event of an emergency.

Results:

  • In 2020, there were no industrial accidents or environmental incidents with an impact on the natural environment or on public health.
  • A total of 61 readiness exercises were carried out in all production units, construction sites and office buildings of the Company.

Customer Health & Safety

SDG 3 SDG 12

-------------------------------------------------------------------- Materiality assessment process results:

IMPACT ON SUSTAINABLE DEVELOPMENT: 2.20 SIGNIFICANCE FOR STAKEHOLDERS: 3.58 (Scale 0-4, where 0=Not significant & 4=Very significant) --------------------------------------------------------------------

Protecting the health and safety of customers and consumers includes the provision of products and services that are safe and do not present risks when used or consumed. MYTILINEOS attaches particular emphasis to the quality of its products as an important factor for its growth. Its products and services must be safe, irrespective of any existing legal and regulatory safety requirements.

Key challenges/impacts:

  • In the Metallurgy Business Unit, the impacts of the company's primary products on health and safety are related to the final use of the secondary products to result from its manufacturing clients. The Company is committed to ensuring the optimal quality of the products it offers (Alumina and primary Aluminium), in accordance with the expectations and requirements of its clients.
  • In Sustainable Engineering Solutions Business Unit, in addition to considering the internationally applicable regulations on the design of all manufacturing projects, the Company monitors in detail their quality metrics and characteristics, in order to ensure that the stated requirements of clients are met.
  • In the Electric Power & Gas Trading sector, it is very important for MYTILINEOS to ensure the highest possible availability of its thermal plants for the generation of electric power, as well as the continuous improvement of the quality of the energy supplied

and of the services accompanying it, while at the same time taking advantage of new developments in areas such as electromobility, energy efficiency and net metering.

Major risks:

Any deviation from the quality specifications of the Company's products and services affects its responsible operation, which in turn impacts on its customers' satisfaction levels, its good reputation and credibility and, by extension, its financial results.

Risk management/control practices:

All Company Business Units apply an ISO 9001/2015 certified Quality Management System, which is supported by individual Quality policies.

  • In the Metallurgy Business Unit, the Company's laboratories, whose role in the quality program is pivotal, systematically control all production stages, from raw materials to finished products. In this respect, the officially issued Safety Data Sheets (SDS) describe the risks associated with the product as well as all necessary precautions which must be taken to avoid these risks. The Company is committed to ensuring the best quality in its products, in response to the expectations and requirements of its clients, providing them with products (Alumina and primary cast Aluminium) and related services that fully meet their quality requirements. Moreover, the sector's activities have been aligned with the provisions of the EU "REACH" Regulation on the effective management of the chemical substances used in industrial processes, while methodologies for the identification and analysis of operational risks as well as of opportunities for improvement, such as risk assessment, are also applied in the framework of ISO 9001/2015. Finally, the Unit's quality control laboratory has been accredited by the Hellenic Accreditation System S.A. (ESYD) in accordance with the requirements of the ISO 17025:2005 International Standard, for the chemical analysis of bauxites, alumina and aluminium and its alloys.
  • In the Sustainable Engineering Solutions Business Unit, in all stages of the manufacturing process the strictest international quality criteria and the requirements of specialized international specifications and codes are applied, in order to ensure the quality of the heavy and/or complex metal structures which the sector undertakes to produce. For every construction project undertaken by the Company and prior to the start of construction, a Hazard and Operability Study (HAZOP) is carried out. The purpose of this study is to identify and assess problems which may represent risks to personnel or equipment, and which have not been identified at the project study and design stages.
  • In the Electric Power and Gas Trading Business Uni8t, the target is to ensure the reliable supply of electricity and natural gas to businesses, professionals and households, meeting the customers' needs for competitive prices through a range of specially configured, modern and reliable energy conservation procedures, advice & services.

Results:

In 2020, there were no cases of non-compliance with regulations and voluntary codes related to the impact on health and safety of the MYTILINEOS products and services.

  • In the Metallurgy Business Unit, where labelling requirements apply to the products for sale, for every consignment, a "Certificate of Conformity" is issued, containing all the necessary product information and especially information concerning substances which may have an environmental or social impact.
  • In the Sustainable Engineering Solutions Business Unit, the Company's projects and services are in full agreement with the terms of the respective contracts and with the Company's contractual obligations to its customers, to whom all Health, Safety and Environment related information is delivered, such as: (a) Use, maintenance and disposal instruction for all equipment and materials supplied (Operation & Maintenance Manuals), (b) clearly visible labelling of all materials and equipment (trademarks, warnings and related instructions), and (c) instructions for use-recycling, in the form of Material Safety Data Sheets (MSDS) for all hazardous materials.

Communication & Marketing

Key challenges/impacts:

Because of the broad scope of its activities, MYTILINEOS is communicating on multiple levels and for a variety of purposes, which include, among others, the disclosure of stock market information, the announcement of new activities and projects, and the provision of information to consumers and of updates to its other Social Partners, such as for example local communities. At the same time, the Company's international activity in 30 countries in all 5 continents, increases the degree of difficulty and the challenge of providing timely and accurate information, as each country of activity has different morals, culture, mentality, and institutional framework, to all of which the Company must align itself. Consequently, the Company's many and varied audiences, in combination with its multiple activities, are an important challenge in the first place.

Recognizing these aspects, the Company designs and implements its Communication and Marketing Strategy with transparency and integrity and is continuously reviewing its environment for potential corrective actions.

Major risks:

  • Communication & marketing, including advertising, promotion and sponsoring of products and services, are subject to many regulations, codes, and laws. The risk of a potential non-compliance with legislative and regulatory frameworks, apart from immediate financial consequences, such as fines and penalties, has consequences for the Company's reputation and affects the loyalty and satisfaction of its customers.
  • Any spreading of false news about the Company or about executives of the Company may cause stock market turbulence and, more generally, may also affect the consumption of the Company's products and services.
  • In addition, any failures in communication and marketing tactics may offend consumers or competitors, or provide incorrect information, thus requiring the withdrawal of communication materials, adversely affecting the Company's reputation and good standing.

Risk management/control practices:

  • MYTILINEOS keeps abreast of developments in the relevant legislation and voluntary codes of conduct, to ensure the lawfulness of its communication and promotions. In this respect, the Company's communication associates are bound by the Greek Code of Advertising-Communication Practice, compliance with which is established on an advisory, preventive and/or suppressive basis by the Communication Control Board, in line with Greek laws. The Code's principles require all promotions to be lawful, decent, honest and truthful, prepared with a due sense of social responsibility and in line with the principles of fair competition, as this is generally accepted in the market.
  • Communication and marketing plans are designed and implemented by the Communication and Marketing Strategy General Division, yet their scope is of relevance to all Company General Divisions and activities. For this reason, mechanisms have been developed for cooperation between all General Divisions and Committees of the Company, as well as with the Company's Management, and internal procedures have been built to facilitate both the planning and the implementation of the Company's strategic plans. Proper implementation of the communication strategy contributes to the achievement of the Company's goals and to its robustness.
  • MYTILINEOS implements an annual communication strategy plan and individual sub-plans, depending on the business objectives. These plans are in turn evaluated, in order to examine whether corrective or updated actions are required.
  • The Company also participates in institutional bodies, such as the Greek Federation of Enterprises (SEV), membership of which requires a number of commitments, the Securities and Exchange Commission, which imposes a number of obligations, and the Hellenic Advertisers Associations, all of which set out rules that MYTILINEOS embraces and takes into account for its Communication and Marketing activities.
  • In order for communication and marketing to be more systematic, policies have been drawn up and relevant procedures are followed. These are accessible to all employees and executives of the Company.
  • Finally, the Managing Director and the Executive Committee are kept informed and evaluate the progress and performance of the Communication and Marketing Strategy General Division at regular intervals.

Results:

  • During 2020, there were no incidents of non-compliance with the regulations and voluntary codes on marketing communications, including product promotion and sponsorships, involving the implementation of the Company's communication strategy.
  • Moreover, the Company's products are not subject to any restrictions as regards their sale to specific markets and no significant issues of concern were raised by the Company's Stakeholder groups in connection with products and their marketing communication.
  • Regarding the provision of verifiable and clear information on its products for the purposes of labelling, MYTILINEOS complies fully with the relevant requirements. In all cases, customers have at their disposal the tools allowing them to check all significant information provided and to proceed to the corresponding tests, if they so wish. In 2020, there were no incidents of noncompliance with the regulations regarding information and labelling of the Company's products.
ESG: Social KPIs* Metrics
ESG
ATHEX1
2020 2019
• Direct employees 2,455 2,436
• Indirect employees 1,401 1,226
• Voluntary employee turnover2 5.98% 5.16%
• Non-voluntary employee turnover2 C-S3 1.34% 0.90%
• Percentage of full-time employees covered by business collective agreements C-S6 52% 53%
• Retention rate of full-time employees 91.5% 93%
• Percentage of women (direct employees) C-S1 19% 18%
• Percentage of women in positions with extended responsibility3 C-S2 19.4% 17.8%
• Percentage of employees <30 years old (direct employees) 10.4% 12.0%
• Number of employees who received formal performance evaluation reviews4 51.9% 55.9%
• Average training man-hours per employee (Executives) 17.1 24.4
• Average training man-hours per employee (workers and technical staff) C-S4 33.0 29.1
• Total training cost (€) A-S2 247,859 406,322
• Human Rights policy C-S5 Yes No
• Human Rights violation incidents5 0 0
• Discrimination incidents 0 0
• Percentage of industrial plants & RES units OHSAS or in ISO 45001:2018 certification 83.3% 83.3%
• Number of fatalities (direct & indirect employees) 1 0
• Total number of accidents6
(direct employees)
13
6
• Total number of accidents
(indirect employees)
SS-S6 12
• Lost Time Injury rate per 200,000 working hours (direct employees) 0.5 n/a
• Lost Time Injury rate per 200,000 working hours (indirect employees) 1.21
• H&S training man-hours (direct & indirect employees) 26,543 47,017
• New jobs7 34 281
• Percentage of employees from local communities 90.5% 93.2%
• Social investments (m. €) 3.25 3.47
• Stakeholder engagement A-S1 Yes Yes
• Incidents of non-compliance with laws and regulations on labor and social issues 0 0

* Social metrics data may vary slightly from the corresponding verified data published in the Company's Sustainable Development Report 2020.

ESG Disclosure Guide of the Athens Exchange (where C: Basic Indicators, B: Advanced Indicators, SS: Sectoral Indicators)

2Number of voluntary and non-voluntary departures to the average number of direct employees of the Company in the specific year.

3 Percentage on the total number of Company Executives.

1

4 Percentage on the total number of direct employees. The corresponding percentage on the total number of eligible employees is nearly 80%. The term "eligible" includes employees who meet the requirements for inclusion in the annual performance evaluation procedure. In particular, employees working in the Company for less than 6 months, as well as special categories of employees based on their role / scope of work, are not included.

5 Involving issues such as: forced and child labor, health, and safety, working hours, staff pay and leave, fair treatment, freedom of association, restriction of the rights of local community populations etc.

6New method of counting accidents, according to the new GRI 403-9 (2018) standard. Includes all accidents resulting in death, days away from work, limited work or transfer to another job, medical treatment in addition to first aid or loss of consciousness or significant injury or ill health diagnosed by a doctor or other authorized health care professional. Includes all fatalities and accidents that occurred during the employee's travel between his/her private place of activity (e.g. residence) and a place of work or work area and only when such travel has been organized by the Company.

7Number of new hires - Total departures in the specific year.

Governance Issues (ESG)

The present section does not include the Corporate Governance information which is presented in detail in the corresponding section "Statement of Corporate Governance" of this Report.

Material issues

Anti-Corruption & Anti-Bribery

SDG 16

----------------------------------------------------------------------- Materiality assessment process results: IMPACT ON SUSTAINABLE DEVELOPMENT: 3.35 SIGNIFICANCE FOR STAKEHOLDERS: 3.71 (Scale 0-4, where 0=Not significant & 4=Very significant) -----------------------------------------------------------------------

MYTILINEOS acknowledges that corruption, bribery, fraud and money laundering undermine the moral environment of businesses and have a wide range of negative effects that include violations of Human Rights, adverse impacts on the environment, distortion of healthy competition and impediments to the distribution of wealth and to economic development. These effects represent a major hindrance to Sustainable Development, have a disproportionate impact on poor communities, and corrode the very fabric of society.

Key challenges/impacts:

Addressing corruption and bribery is of major significance for MYTILINEOS, because: (a) it can contribute to improved risk identification, assessment and management, as well as to the Company's compliance with the laws, which for MYTILINEOS is a nonnegotiable principle in every geographical region or country where it operates; (b) it can serve its business goals (such as fulfilling the relevant tendering requirements for the award construction projects by private clients or financial institutions); and (c) it can strengthen the Company's protection against fraud, embezzlement and abuse, further enhancing its corporate image.

Major risks:

By operating in developing countries with high energy needs, which according to the annual Transparency International Corruption Index are countries with a high risk of corruption, MYTILINEOS may be exposed to risks involving facilitation payments or the extension of other benefits to the local partners in order to ensure the continuation of the projects' smooth operation.

Any deviation from the Company's principles and ethical practices compromises its good reputation and credibility, the confidence of the social partners in it and, by extension, its financial results and its ability to undertake new projects.

Risk management/control practices:

Addressing corruption and bribery is a key element of the MYTILINEOS Code of Business Conduct and its Suppliers and Business Partners Code of Conduct. Moreover, the reference point for the Company when it comes to addressing corruption and bribery, is the principle of integrity, which relates to its long-standing commitment to zero tolerance of corruption and bribery and is implemented by avoiding all transactions and contacts with any third party which may be guilty or suspect of encouraging conditions giving rise to corruption, extortion, or bribery.

  • MYTILINEOS has formally declared its commitment to the 10th Principle of the UN Global Compact, according to which "Businesses should work against corruption in all its forms, including extortion, bribery and facilitation payments". This principle acts as a catalyst in establishing a culture of ethics across the Company.
  • MYTILINEOS has in place both prevention and detection systems and controls to ensure that suppliers are properly selected, disputed payments are avoided and the payments due are made correctly and are entered in the Company's accounting books in an accurate and transparent manner.
  • In countries with a high risk of corruption, the Company establishes a Grievance Mechanism to which all direct or indirect employees have access for the purpose of submitting complaints, made anonymously or under the complainant's name, of violations of the Company's policies on personal data protection, bribery and corruption, as well as violations of human rights or of the Company's Code of Business Conduct. The Company protects complainants from eventual retaliation, on condition that the complaint is made in good faith, even if it is not corroborated by the result of the investigation undertaken in response to it.
  • The MYTILINEOS' "Suppliers and Business Partners Code of Conduct" aims at tackling conditions of corruption and bribery in the supply chain. Unannounced audits on suppliers intend to ensure the Code's application and to offer recommendations for corrective measures likely to be required.

Key elements of MYTILINEOS' policy on the prevention of corruption and bribery:

  • Analysis of the prevailing conditions and identification of potential risks or threats which may encourage the occurrence of such incidents in the corporate environment, through a third-party screening and due diligence process. This practice covers corporate activities that involve the risk of occurrence of incidents of corruption and bribery, such as charitable contributions, sponsorships, gifts and hospitality, third-party audits in relation to lists of individuals or entities subject to restrictions in connection with the financing of terrorism and human rights violations, brokering services and advisory services, with a view to establishing respective prevention procedures where these are not in place. In 2020, the Regulatory Compliance Division developed an in-house application to support the rigorous screening of third parties and the decision-making process of the Company on whether to cooperate with them. The application supports the classification of third parties according to the Company's exposure to regulatory risk, the in-depth audit of third parties according to their risk category, the interactions between the commercial departments, Regulatory Compliance Division and the Management with the necessary documentation, and the retention of

all the supporting documents supplied and the responses given by the third party. The application has successfully completed the testing phase and will enter full productive operation in 2021.

  • Ensuring that all transactions carried out on behalf of the Company by its shareholders, employees and major business partners and suppliers, are characterized by a high level of integrity. Through established procedures, applying primarily in the Purchases-Procurement Departments and in project management for the selection of suppliers and other business partners, controls are carried out annually of the conditions under which every single transaction takes place, in order to identify and eliminate those that may possibly give rise to incidents of corruption or fraud.
  • Systematic training of personnel by category of exposure to regulatory risk, in the issued covered by the Business Code of Conduct, including an in-depth analysis of corruption and bribery, healthy competition, fraud, rigorous screening of business partners and conflicts of interest.
  • The Company's operation as a "Responsible Corporate Citizen" is demonstrated by its participation in international transparency advocacy initiatives (UN Global Compact), national working groups and, more generally, by its commitment to ethical business practices and sound corporate governance.

The Legal and Regulatory General Division, under which the Company's Compliance Division comes, has been entrusted with the creation and implementation of mechanisms to safeguard the Company's protection from corruption and bribery at both preventive and control levels.

Results:

• In 2020, MYTILINEOS applied all necessary internal procedures to safeguard its policy. Through the screening mechanisms applied in the Purchases-Procurement Departments of the Company's Business Units, which have investigated both the process for the selection of business partners and all types of transactions, no confirmed incidents of corruption were identified that could possibly lead to dismissal or disciplinary action against employees on the grounds of corruption, nor any corruption-related resulting in the termination or non-renewal of cooperation with business partners or public judicial cases against the Company or its employees for corruption.

Legal compliance

SDG 16 -------------------------------------------------------------------- Materiality assessment process results: IMPACT ON SUSTAINABLE DEVELOPMENT: 4.00

SIGNIFICANCE FOR STAKEHOLDERS: 3.71 (Scale 0-4, where 0=Not significant & 4=Very significant) --------------------------------------------------------------------

Key challenges/impacts:

• Maintaining regulatory compliance at environmental, social and product level, in order to ensure that the overall corporate activity is lawful, meets high standards of responsible entrepreneurship and strengthens the trust between the Company and its Stakeholders interacting with it (customers, employees, suppliers, administrative authorities etc.).

Major risks:

  • Risks of an economic nature, which may arise from possible negative outcomes of legal disputes regarding non-compliance with the legislation in general.
  • Possible non-compliance of the Company with its obligations under the environmental legislation and, more specifically, with the terms of the environmental licenses of its industrial plants. In this case, the competent authorities may impose fines or sanctions, and may also withdraw or refuse to renew permits and approvals in the event of a breach of the applicable regulations.
  • The Company operates in countries with emerging economies, where institutional functions may be affected by political conditions and changes thereto. This could negatively affect the Company's activities.

The above potential risks could have a significant impact on the profitability, financial position, and cash flows of MYTILINEOS and, consequently, on its ability to meet its obligations.

Risk control practices:

  • In order to prevent the aforementioned risks, MYTILINEOS: (a) Complies with the legal and regulatory requirements of the geographical regions in which it operates
  • (b) ensures that its relations and activities comply with the legislation in force and with the applicable institutional framework
  • (c) is kept informed of its applicable legal obligations; and
  • (d) has in place procedures to monitor legislative developments in its areas of activity, and reviews and evaluates on a regular basis its compliance with the applicable laws and regulations.

  • Additionally, monitoring compliance with the approved environmental licenses (Environmental Terms Approval Decisions) for the Company's operational units, is a process conducted internally, on a regular basis, in each Business Unit, by qualified personnel, as well as annually, by a recognized independent organization, which undertakes to audit and certify the Company's environmental management system.

  • Finally, as a member of the UN Global Compact, the Company strives to ensure that its business practices are fully aligned with the Compact's internationally recognized Ten Principles. Furthermore, under its Corporate Social Responsibility Policy, MYTILINEOS commits to adopt a responsible, sustainable, and ethical business conduct that is regularly evaluated based on the results achieved, and to improve its performance environmental and social performance, as well as its performance regarding labor practices, transparency, and governance.

Results:

  • In 2020, the Company's compliance with the applicable legislation and the updating and implementation of the environmental rules concerning its activity, resulted in the absence of incidents of non-compliance with the legislation and with the applicable regulations at environmental, social and economic level.
  • In 2020, the Regulatory Compliance Division developed two training courses for the Company's personnel: training in personal data protection (GDPR) and training in the MYTILINEOS' Code of Business Conduct. Both trainings make use of remote access (distance learning), given the current requirements for teleworking and limiting face-to-face meetings, and are implemented online in asynchronous mode, checking that the employees have fully attended them and are fully familiar with the issues covered. The trainings effectively combine theory, analyses of case studies from everyday work, awareness-raising of upcoming risks, and incident response and escalation methodology, where required. All employees, including the employees of MYTILINEOS subsidiaries, were classified according to the nature of their work and duties, to the relevant trainings according to their exposure to risk. The training in the protection of personal data has been fully completed for 2020, while the training in the Code of Business Conduct started in December 2020 and is scheduled to be completed after 2,5 months.
ESG: Governance KPIs Metrics
ESG
ATHEX1
2020 2019
Corporate Governance
Corporate Governance Code UK Corporate
Governance Code -
2018
UK Corporate
Governance Code -
2018
Diversity Policy
Board Members 102 11
Board Members' term of office (years) 4 4
Average age of Board Members (years) 60.9 58.6
President duality Yes Yes
Appointment of Lead Independent Director Yes Yes
Independent Members on the Board 3 3
Non-Independent Members on the Board 7 8
Independent, Non-Executive Members on the Board 3
5
7
Women on the Board 4
2
2
Voting standard Majority Majority
Number of Board Meetings 56 50
Number of Board Members present in <75% of Board meetings 0 0
Remuneration & Nomination Committee Yes Yes
Independent Board Members on the Remuneration & Nomination
Committee (%)
100% 100%
Audit Committee Yes Yes
Independent Board Members on the Audit Committee (%) 100% 100%
Corporate Social Responsibility Committee Yes Yes
Corporate Behavior
Code of Business Conduct C-G2 rd Edition 2019
3
rd Edition 2019
3
Suppliers & Business Partners Code of Conduct rd Edition 2019
3
rd Edition 2019
3
Publication of business model & value creation process A-G1 Yes Yes
Materiality process A-G2 Yes Yes
Political contributions A-G5 Not allowed Not allowed
External assurance of published information SS-G1 Yes Yes
Financial charges imposed for violations of the Code of Business
Conduct (€)
0 0
Confirmed incidents of non-compliance with laws and regulations
(regarding economic, environmental, labor & social matters)
0 0
Confirmed incidents of corruption and bribery 0 0
Confirmed cases of anti-competitive behavior 0 0

1 ESG Disclosure Guide of the Athens Exchange (where C: Basic Indicators, B: Advanced Indicators, SS: Sectoral Indicators)

2Board Members on 2/2/2021: 11

3 Independent, Non-Executive Members on the Board on 2/2/2021: 6

4 Women on Board on 2/2/2021: 3

VIII. Other Information for the Group and the Company

Group Structure

Companies included in the consolidated financial statements and the method of consolidation are presented in the

following table:

NAME OF SUBSIDIARIES, COUNTRY OF CONSOLIDATION METHOD PERCENTAGE 31.12.2020
ASSOCIATES AND JOINT VENTURES INCORPORATION
Direct % Indirect %
1 MYTILINEOS S.A. Greece - - -
2 SERVISTEEL Greece Full 99.98% 0.00%
3 RODAX ROMANIA SRL Romania Full 0.00% 100.00%
4 ELEMKA S.A. Greece Full 83.50% 0.00%
5 DROSCO HOLDINGS LIMITED Cyprus Full 0.00% 83.50%
6 BRIDGE ACCESSORIES & CONSTRUCTION SYSTEMS S.A. Greece Full 0.00% 62.63%
7 ΜΕΤΚΑ BRAZI SRL Romania Full 100.00% 0.00%
8 POWER PROJECT SANAYI INSAAT TICARET LIMITED SIRKETI
9 DELFI DISTOMON A.M.E.
Turkey
Greece
Full
Full
100.00%
100.00%
0.00%
0.00%
10 DESFINA SHIPPING COMPANY Greece Full 100.00% 0.00%
11 ST. NIKOLAOS SINGLE MEMBER P.C. Greece Full 100.00% 0.00%
12 RENEWABLE SOURCES OF KARYSTIA S.A. Greece Full 3.05% 96.95%
13 SOMETRA S.A. Romania Full 92.79% 0.00%
14 STANMED TRADING LTD Cyprus Full 0.00% 100.00%
15 MYTILINEOS FINANCE S.A. Luxembourg Full 100.00% 0.00%
16 RDA TRADING Guernsey Islands Full 0.00% 100.00%
17 MYTILINEOS BELGRADE D.O.O. Serbia Full 0.00% 100.00%
18 MYVEKT INTERNATIONAL SKOPJE FYROM Full 0.00% 100.00%
19 MYTILINEOS FINANCIAL PARTNERS S.A. Luxembourg Full 100.00% 0.00%
20 MYTILINEOS INTERNATIONAL COMPANY AG "MIT Co" Switzerland Full 0.00% 100.00%
21 GENIKI VIOMICHANIKI S.A. Greece Full Joint Management Joint Management
22 DELTA PROJECT CONSTRUCT SRL Romania Full 95.01% 0.00%
23 FOIVOS ENERGY S.A. Greece Full 0.00% 100.00%
24 HYDROHOOS S.A. Greece Full 0.00% 100.00%
25 HYDRIA ENERGY S.A. Greece Full 0.00% 100.00%
26 EN.DY. S.A. Greece Full 0.00% 100.00%
27 THESSALIKI ENERGY S.A. Greece Full 0.00% 100.00%
28 NORTH AEGEAN RENEWABLES Greece Full 100.00% 0.00%
29 MYTILINEOS HELLENIC WIND POWER S.A. Greece Full 80.00% 0.00%
30 AIOLIKI ANDROU TSIROVLIDI S.A. Greece Full 79.20% 1.00%
31 MYTILINEOS AIOLIKI NEAPOLEOS S.A. Greece Full 79.20% 1.00%
32 AIOLIKI EVOIAS PIRGOS S.A. Greece Full 79.20% 1.00%
33 AIOLIKI EVOIAS POUNTA S.A. Greece Full 79.20% 1.00%
34 AIOLIKI EVOIAS HELONA S.A. Greece Full 79.20% 1.00%
35 AIOLIKI ANDROU RAHI XIROKOBI S.A. Greece Full 79.20% 1.00%
36 METKA AIOLIKA PLATANOU S.A. Greece Full 79.20% 1.00%
37 AIOLIKI SAMOTHRAKIS S.A. Greece Full 100.00% 0.00%
38 AIOLIKI EVOIAS DIAKOFTIS S.A. Greece Full 79.20% 1.00%
39 AIOLIKI SIDIROKASTROU S.A. Greece Full 79.20% 1.00%
40 HELLENIC SOLAR S.A. Greece Full 100.00% 0.00%
41 SPIDER S.A. Greece Full 100.00% 0.00%
PROTERGIA AGIOS NIKOLAOS POWER SOCIETE ANONYME OF
42 GENERATION AND SUPPLY OF ELECTRICITY (ex ANEMOSKALA Greece Full 100.00% 0.00%
RENEWABLE ENERGY SOURCES S.A.)
43 METKA INDUSTRIAL - CONSTRUCTION S.A. (ex ANEMOSTRATA Greece Full 100.00% 0.00%
RENEWABLE ENERGY SOURCES S.A.)
44 ANEMODRASI RENEWABLE ENERGY SOURCES S.A. Greece Full 0.00% 100.00%
45 ANEMORAHI RENEWABLE ENERGY SOURCES S.A. Greece Full 0.00% 100.00%
46 HORTEROU S.A. Greece Full 0.00% 100.00%
47 KISSAVOS DROSERI RAHI S.A. Greece Full 0.00% 100.00%
48 KISSAVOS PLAKA TRANI S.A. Greece Full 0.00% 100.00%
49 KISSAVOS FOTINI S.A. Greece Full 0.00% 100.00%
50 AETOVOUNI S.A. Greece Full 0.00% 100.00%
51 LOGGARIA S.A. Greece Full 0.00% 100.00%
52 IKAROS ANEMOS SA Greece Full 0.00% 100.00%
53 KERASOUDA SA Greece Full 0.00% 100.00%
54 AIOLIKH ARGOSTYLIAS A.E. Greece Full 0.00% 100.00%
55 MNG TRADING Greece Full 100.00% 0.00%
56 KORINTHOS POWER S.A. Greece Full 0.00% 65.00%
57 KILKIS PALEON TRIETHNES S.A. Greece Full 0.00% 100.00%
58 ANEMOROE S.A. Greece Full 0.00% 100.00%
59 PROTERGIA ENERGY S.A. Greece Full 0.00% 100.00%
60 SOLIEN ENERGY S.A. Greece Full 0.00% 100.00%
ALUMINIUM OF GREECE INDUSTRIAL AND COMMERCIAL SOCIETE
61 ANONYME (EX OSTENITIS S.A.) Greece Full 100.00% 0.00%
62 METKA RENEWABLES LIMITED Cyprus Full 100.00% 0.00%
63 AIOLIKH TRIKORFON S.A. Greece Full 0.00% 100.00%
64 MAKRYNOROS ENERGEIAKH S.A. Greece Full 0.00% 100.00%
65 RIVERA DEL RIO Panama Full 50.00% 0.00%
66 METKA-EGN LTD Cyprus Full 100.00% 0.00%
67 METKA-EGN LIMITED England Full 0.00% 100.00%
68 METKA-EGN CHILE SPA Chile Full 0.00% 100.00%
69 METKA-EGN USA LLC Puerto Rico Full 0.00% 100.00%
70 ΜΕΤΚΑ EGN KZ LLP Kazakhstan Full 0.00% 100.00%
71 ΜΕΤΚΑ EGN MEXICO S. DE.R.L. C.V Mexico Full 0.00% 100.00%
72 METKA-EGN UGANDA SMC LTD Uganda Full 0.00% 100.00%
73 METKA-EGN JAPAN LTD Japan Full 0.00% 100.00%
74 METKA POWER WEST AFRICA LIMITED Nigeria Full 100.00% 0.00%
United Arab
75 METKA INTERNATIONAL LTD (FZE) Emirates Full 100.00% 0.00%
United Arab
76 METKA INTERNATIONAL LTD (RAK) Emirates Full 100.00% 0.00%
77 METKA POWER INVESTMENTS Cyprus Full 100.00% 0.00%
78 AURORA VENTURES Marshal Islands Full 100.00% 0.00%
79 PROTERGIA THERMOELEKTRIKI S.A. Greece Full 100.00% 0.00%
80 MTRH Developmnet GmbH Austria Full 0.00% 100.00%
81 Energy Ava Yarz LLC Iran Full 0.00% 100.00%
82 MTH Services Stock Austria Full 0.00% 100.00%
83 METKA EGN SARDINIA SRL Italy Full 0.00% 100.00%
84 METKA EGN FRANCE SRL France Full 0.00% 100.00%
85 METKA EGN SPAIN SLU Spain Full 0.00% 100.00%
86 METKA EGN KOREA LTD Korea Full 0.00% 100.00%
87 METKA GENERAL CONTRACTOR CO. LTD Korea Full 0.00% 100.00%
88 METKA EGN AUSTRALIA PTY LTD Australia Full 0.00% 100.00%
89 METKA EGN SINGAPORE PTE LTD Singapore Full 0.00% 100.00%
90 METKA EGN APULIA SRL Italia Full 0.00% 100.00%
91 VIGA RENOVABLES SP1 SL Spain Full 0.00% 100.00%
92 VIGA RENOVABLES SP2 SL Spain Full 0.00% 100.00%
93 METKA EGN AUSTRALIA PTY HOLDINGS LTD Australia Full 0.00% 100.00%
94 ZEOLOGIC Α.Β.Ε.Ε Greece Full 60.00% 0.00%
95 EP.AL.ME. S.A. Greece Full 97.87% 0.00%
96 TERRANOVA ASSETCO PTY LTD Australia Full 0.00% 100.00%
97 WAGGA-WAGGA OPERATIONS CO PTY LTD Australia Full 0.00% 100.00%
98 WAGGA-WAGGA PROPERTY CO PTY LTD Australia Full 0.00% 100.00%
99 JUNEE OPERATIONS CO PTY LTD Australia Full 0.00% 100.00%
100 JUNEE PROPERTY CO PTY LTD Australia Full 0.00% 100.00%
101 COROWA OPERATIONS CO PTY LTD Australia Full 0.00% 100.00%
102 COROWA PROPERTY CO PTY LTD Australia Full 0.00% 100.00%
103 MOAMA OPERATIONS CO PTY LTD Australia Full 0.00% 100.00%
104 MOAMA PROPERTY CO PTY LTD Australia Full 0.00% 100.00%
105 KINGAROY OPERATIONS CO PTY LTD Australia Full 0.00% 100.00%
106 KINGAROY PROPERTY CO PTY LTD Australia Full 0.00% 100.00%
107 GLENELLA OPERATIONS CO PTY LTD Australia Full 0.00% 100.00%
108 GLENELLA PROPERTY CO PTY LTD Australia Full 0.00% 100.00%
109 J/V ΜΕΤΚΑ – ΤΕRΝΑ Greece Equity 10.00% 0.00%
110 THERMOREMA S.A. Greece Equity 40.00% 0.00%
111 FTHIOTIKI ENERGY S.A. Greece Equity 0.00% 35.00%
112 IONIA ENERGY S.A. Greece Equity 49.00% 0.00%
113 BUSINESS ENERGY AIOLIKH ENERGEIAKH TROIZINIAS S.A. Greece Equity 0.00% 49.00%
114 METKA IPS LTD Dubai Equity 50.00% 0.00%
115 INTERNATIONAL POWER SUPPLY AD Bulgaria Equity 10.00% 0.00%
116 ELEMKA SAUDI Saudi Arabia Equity 0.00% 34.24%
117 MY SUN Italy Full 0.00% 100.00%
118 METKA CYPRUS PORTUGAL HOLDINGS Portugal Full 0.00% 100.00%
119 JVIGA KOREA TAEAHN Inc. Korea Full 0.00% 100.00%
120 METKA EGN AUSTRALIA HOLDINGS TWO PTY LTD Australia Full 0.00% 100.00%
121 MYTILINEOS WIND ENERGY ALBANIA Albania Full 100.00% 0.00%
122 METKA CYPRUS PORTUGAL 2 Portugal Full 0.00% 100.00%
123 METKA CYPRUS PORTUGAL 3 Portugal Full 0.00% 100.00%
124 METKA EGN SOLAR 1 Spain Full 0.00% 100.00%
125 METKA EGN SOLAR 2 Spain Full 0.00% 100.00%
126 METKA EGN SOLAR 3 Spain Full 0.00% 100.00%
127 METKA EGN SOLAR 4 Spain Full 0.00% 100.00%
128 METKA EGN SOLAR 5 Spain Full 0.00% 100.00%
129 METKA EGN SOLAR 6 Spain Full 0.00% 100.00%
130 METKA EGN SOLAR 7 Spain Full 0.00% 100.00%
131 METKA EGN SOLAR 8 Spain Full 0.00% 100.00%
132 METKA EGN SOLAR 9 Spain Full 0.00% 100.00%
133 METKA EGN SOLAR 10 Spain Full 0.00% 100.00%
134 METKA EGN SOLAR 11 Spain Full 0.00% 100.00%
135 METKA EGN SOLAR 12 Spain Full 0.00% 100.00%
136 METKA EGN SOLAR 13 Spain Full 0.00% 100.00%
137 METKA EGN SOLAR 14 Spain Full 0.00% 100.00%
138 METKA EGN SOLAR 15 Spain Full 0.00% 100.00%
139 METKA EGN SOLAR 16 Spain Full 0.00% 100.00%
140 METKA EGN SOLAR 17 Spain Full 0.00% 100.00%
141 METKA EGN SOLAR 18 Spain Full 0.00% 100.00%
142 METKA EGN SOLAR 19 Spain Full 0.00% 100.00%
143 METKA EGN SOLAR 20 Spain Full 0.00% 100.00%
144 METKA EGN SOLAR 21 Spain Full 0.00% 100.00%
145 METKA EGN SOLAR 22 Spain Full 0.00% 100.00%
146 METKA EGN SOLAR 23 Spain Full 0.00% 100.00%
147 METKA EGN SOLAR 24 Spain Full 0.00% 100.00%
148 METKA EGN SOLAR 25 Spain Full 0.00% 100.00%
149 METKA EGN SOLAR 26 Spain Full 0.00% 100.00%
150 METKA EGN SOLAR 27 Spain Full 0.00% 100.00%
151 METKA EGN SOLAR 28 Spain Full 0.00% 100.00%
152 METKA EGN SOLAR 29 Spain Full 0.00% 100.00%
153 METKA EGN SOLAR 30 Spain Full 0.00% 100.00%
154 METKA EGN SOLAR 31 Spain Full 0.00% 100.00%
155 METKA EGN SOLAR 32 Spain Full 0.00% 100.00%
156 METKA EGN SOLAR 33 Spain Full 0.00% 100.00%
157 METKA EGN SOLAR 34 Spain Full 0.00% 100.00%
158 METKA EGN SOLAR 35 Spain Full 0.00% 100.00%
159 METKA EGN SOLAR 36 Spain Full 0.00% 100.00%
160 METKA EGN SOLAR 37 Spain Full 0.00% 100.00%
161 METKA EGN SOLAR 38 Spain Full 0.00% 100.00%
162 METKA EGN SOLAR 39 Spain Full 0.00% 100.00%
163 METKA EGN SOLAR 40 Spain Full 0.00% 100.00%
164 METKA EGN Mexico Holding Mexico Full 0.00% 100.00%
165 J/V MYTILINEOS - XANTHAKIS Greece Equity 50.00% 0.00%
166 J/V MYTILINEOS - ELEMKA Greece Full 50.00% 41.75%
167 J/V MYTILINEOS - ELEMKA - ENVIROFINA Greece Equity 50.00% 20.88%
168 J/V AVAX S.A. - INTRAKAT - MYTILINEOS S.A. - TERNA S.A. Greece Equity 25.00% 0.00%
169 FALAG Holdings Limited England Full 0.00% 100.00%
170 METKA EGN Holdings 1 Limited Cyprus Full 0.00% 100.00%
171 METKA EGN Burkina Faso Sarl Burkina Faso Full 0.00% 100.00%
172 METKA EGN SINGAPORE HOLDINGS PTE LTD Singapore Full 0.00% 100.00%
173 CROOME AIRFIELD SOLAR LIMITED England Full 0.00% 100.00%
174 EEB 23 LIMITED England Full 0.00% 100.00%
175 EEB13 LIMITED England Full 0.00% 100.00%
176 METKA EGN RENEWCO HOLDING LIMITED England Full 0.00% 100.00%
177 METKA EGN TW HOLDINGS LIMITED England Full 0.00% 100.00%
178 SIRIUS SPV LTD (WATNALL) England Full 0.00% 100.00%
179 SSPV1 LIMITED England Full 0.00% 100.00%
180 METKA EGN SINGAPORE HOLDINGS 2 PTE. LTD Singapore Full 0.00% 100.00%
181 METKA EGN SINGAPORE HOLDINGS 3 PTE. LTD Singapore Full 0.00% 100.00%
182 METKA EGN CENTRAL ASIA Uzbekistan Full 0.00% 100.00%
183 MAVIS SOLAR FARM SINGAPORE PTE. LTD Singapore Full 0.00% 100.00%
184 MOURA SOLAR FARM PTE. LTD. Singapore Full 0.00% 100.00%
185 WYALONG SOLAR FARM PTE. LTD. Singapore Full 0.00% 100.00%
186 METKA EGN ITALY S.R.L. Italy Full 0.00% 100.00%
187 MOURA SOLAR FARM HOLDINGS PTY LTD Australia Full 0.00% 100.00%
188 WYALONG SOLAR FARM HOLDINGS PTY LTD Australia Full 0.00% 100.00%
189 MAVIS SOLAR FARM AUSTRALIA HOLDINGS PTY LTD
190 MAVIS SOLAR FARM PTY LTD
Australia
Australia
Full
Full
0.00%
0.00%
100.00%
100.00%
191 PENRITH BESS HOLDING PTE LTD Singapore Full 0.00% 100.00%
192 METKA EGN SPAIN HOLDING 1 SL Spain Full 0.00% 100.00%
193 METKA EGN SPAIN HOLDING 2 SL Spain Full 0.00% 100.00%
194 CENTRAL SOLAR DE DIVOR LDA Portugal Full 0.00% 100.00%
195 CENTRAL SOLAR DE FALAGUEIRA DLA Portugal Full 0.00% 100.00%
196 MK SOLAR CO., LTD. Korea Full 0.00% 100.00%
197 WATNALL ENERGY LIMITED England Full 0.00% 100.00%
198 HANMAEUM ENERGY CO., LTD. Korea Full 0.00% 100.00%
199 SANTIAM INVESTMENT V LTD Cyprus Full 0.00% 90.00%
200 SANTIAM INVESTMENT VI LTD Cyprus Full 0.00% 90.00%
201 PENRITH BESS HOLDINGS PTY LTD Australia Full 0.00% 100.00%
202 TERRANOVA HOLDCO PTY LTD Australia Full 0.00% 100.00%
203 EPC HOLDCO PTY LTD Australia Full 0.00% 100.00%
204 ESCO SOLAR FARM 4 PTY LTD Australia Full 0.00% 100.00%
205 ESCO SOLAR FARM 4 HOLDINGS PTY LTD Australia Full 0.00% 100.00%
206 ESCO SOLAR FARM 2 PTY LTD Australia Full 0.00% 100.00%

Changes on Group's structure are being stated in detail on note 1.3.

Branches MYTIL IRAQ MYTIL JORDAN MYTIL ALGERIA MYTIL LIBYA MYTIL GHANA PPR JORDAN PPR ALGERIA PPR LIBYA PPR GHANA METKA EGN (CYPRUS) IRAN METKA EGN (CYPRUS) GREECE METKA INTERNATIONAL LIBYA STE METKA EGN LTD TUNISIA BRANCH Mytilineos S.A. - BRANCH OFFICE SLOVENIA

Significant Related Party Transactions

The commercial transactions of the Group and the Company with related parties during 2020, were realized under the common commercial terms. The Group or any of its related parties has not entered in any transactions that were not in an arm's length basis, and do not intent to participate in such transactions in the future. No transaction was under any special terms and conditions.

The tables bellow present the intercompany sales and transactions, among the Parent Company and its subsidiaries, associates and the key management personnel as at 31 st December 2020 and 31 st December 2019:

Benefits to key management personnel at Group and Parent level:

MYTILINEOS GROUP MYTILINEOS S.A.
(Amounts in thousands €) 31/12/2020 31/12/2019 31/12/2020 31/12/2019
Short term employee benefits
- Wages of Key Management and BOD Fees 9,444 15,295 7,500 13,425
- Insurance service cost 483 350 201 203
9,926 15,645 7,701 13,628
Pension Benefits:
- Defined contribution scheme 9 9 0 0
Total 9,935 15,654 7,701 13,628

Transactions with related parties

MYTILINEOS GROUP MYTILINEOS S.A.
(Amounts in thousands €) 31/12/2020 31/12/2020
Stock Sales SERVISTEEL - 80
Stock Sales ELEMKA S.A. - 9
Stock Sales RENEWABLE SOURCES KARYSTIA S.A. - 20
Stock Sales PROTERGIA THERMOILEKTRIKI S.A. - 4,769
Stock Sales KORINTHOS POWER S.A. - 48,580
Stock Sales AIOLIKI ANDROU TSIROVLIDI S.A. - 27
Stock Sales AIOLIKI EVOIAS PIRGOS S.A. - 8
Stock Sales AIOLIKI EVOIAS HELONA S.A. - 2
Stock Sales AIOLIKI EVOIAS DIAKOFTIS S.A. - 1
Stock Sales AIOLIKI SIDIROKASTROU S.A. - 39
Stock Sales HELLENIC SOLAR S.A. - 21
Stock Sales SPIDER ENERGY S.A. - 23
Stock Sales YDROXOOS .S.A. - 3
Stock Sales AIOLIKI TRIKORFA S.A. - 9
Stock Sales MNG Trading - 13,926
Stock Sales METKA EGN LTD (CYPRUS) - 180
Stock Sales METKA EGN LTD (ENGLAND) - 140
Stock Sales METKA EGN SPAIN SLU - 120
Stock Sales POWER PROJECT SANAYI INSAAT TICARET LIMITED SIRKETI - 1,252
Stock Sales EP-AL-ME S.A. - 770
Stock Purchases DELFI DISTOMON A.M.E - 20,181
Stock Purchases PROTERGIA THERMOILEKTRIKI S.A. - 532
Stock Purchases ZEOLOGIC S.A. - 105
Services Sales ELEMKA S.A. - 294
Services Sales ANEMODRASI RENEWABLE ENERGY SOURCES S.A - 3
Services Sales ANEMORAHI RENEWABLE ENERGY SOURCES S.A - 3
Services Sales PROTERGIA THERMOILEKTRIKI AGIOU NIKOLAOU S.A. - 3
Services Sales METKA S.A - 3
Services Sales DELFI DISTOMON A.M.E - 17
Services Sales RENEWABLE SOURCES KARYSTIA S.A. - 196
Services Sales PROTERGIA THERMOILEKTRIKI S.A. - 6
Services Sales GENERAL INDUSTRY S.A DEFENCE MATERIAL - 3
Services Sales CHORTEROU S.A - 3
Services Sales KISSAVOS DROSERI RAHI S.A. - 3
Services Sales AETOVOUNI S.A - 3
Services Sales KISSAVOS PLAKA TRANI S.A. - 3
Services Sales KISSAVOS FOTINI S.A - 3
Services Sales LOGGARIA S.A. - 3
Services Sales CORINTHOS POWER S.A - 5,666
Services Sales ALUMINIUM OF GREECE - 3
Services Sales PROTERGIA ENERGY S.A. - 6
Services Sales ANEMOROI S.A. - 3
Services Sales KILKIS PALAION TRIETHNES S.A. - 3
Services Sales KERASOUDA S.A. - 3
Services Sales IKAROS ANEMOS S.A. - 3
Services Sales AIOLIKI ARGOSTYLIA S.A - 3
Services Sales NORTH AGEAN RENEWABLES S.A. - 3
Services Sales MYTILINEOS HELLENIC WIND POWER S.A. - 16
Services Sales AIOLIKI ANDROU TSIROVLIDI S.A. - 102
Services Sales MYTILINEOS AIOLIKI NEAPOLEOS S.A. - 3
Services Sales AIOLIKI EVOIAS PIRGOS S.A. - 95
Services Sales AIOLIKI EVOIAS POUNTA S.A - 20
Services Sales AIOLIKI EVOIAS HELONA S.A. - 47
Services Sales AIOLIKI ANDROU RAHI XIROKABI S.A. - 3
Services Sales METKA AIOLIKI PLATANOU S.A - 3
Services Sales AIOLIKI SAMOTHRAKIS S.A - 3
Services Sales AIOLIKI EVOIAS DIAKOFTIS S.A. - 66
Services Sales AIOLIKI SIDIROKASTROU S.A.
HELLENIC SOLAR S.A.
-
-
147
156
Services Sales
Services Sales
SPIDER ENERGY S.A. - 288
Services Sales EN. DY. S.A - 3
Services Sales THESSALIKI ENERGY S.A. - 3
Services Sales YDRIA ENERGY S.A - 3
Services Sales YDROXOOS .S.A. - 8
Services Sales FOIVOS ENERGY S.A - 3
Services Sales AIOLIKI TRIKORFA S.A. - 65
Services Sales MAKRINOROS S.A. - 6
Services Sales MNG Trading - 767
Services Sales DESFINA - 3
Services Sales SOLIEN S.A. - 6
Services Sales St. Nikolaos IKE - 54
Services Sales METKA POWER WEST AFRICA LIMITED - 741
Services Sales POWER PROJECT SANAYI INSAAT TICARET LIMITED SIRKETI - 16
Services Sales EP-AL-ME S.A. - 45
Services Sales ZEOLOGIC S.A. - 28
Services Sales COROWA PROPERTY CO PTY LTD - 0
Services Sales J/V MYTILINEOS - ELEMKA - 702
Services Sales METKA EGN LTD (CYPRUS) - 9
Services Sales J/V MYTILINEOS - XANTHAKIS - 725
Services Sales RENEWABLE SOURCES OF KARYSTIA S.A. - 298
Other Transactions ELEMKA S.A. - 15
Other Transactions METKA INTERNATIONAL LTD (FZE) - 509
Other Transactions POWER PROJECTS - 2,022
Other Transactions METKA POWER WEST AFRICA LIMITED - 93
Other Transactions METKA EGN LTD (CYPRUS) - 705
Other Transactions METKA EGN AUSTRALIA PTY LTD - 818
Other Transactions METKA-EGN UGANDA SMC LTD
-
3
Other Transactions METKA EGN LIMITED (UK) - 352
Other Transactions METKA EGN FRANCE SRL - 6
Other Transactions METKA EGN SPAIN SLU - 400
Other Transactions METKA-EGN CHILE SPA - 354
Services Purchases SERVISTEEL S.A. - 1,157
Services Purchases ELEMKA S.A. - 28,576
Services Purchases DELFI DISTOMON A.M.E - 16
Services Purchases RENEWABLE SOURCES KARYSTIA S.A. - 10
Services Purchases CORINTHOS POWER S.A - 16
Services Purchases AIOLIKI ANDROU TSIROVLIDI S.A - 7
AIOLIKI SIDIROKASTROU S.A. - 12
Services Purchases
Services Purchases HELLENIC SOLAR S.A. - 2
Services Purchases AIOLIKI TRIKORFA S.A. - 6
Services Purchases MYTILINEOS FINANCIAL PARTNERS S.A. - 6,085

MYTILINEOS GROUP MYTILINEOS S.A.

(Amounts in thousands €) 31/12/2020 31/12/2020
Receivables from Related Parties SERVISTEEL S.A. - 7
Receivables from Related Parties ELEMKA S.A. - 1,045
Receivables from Related Parties STANMED TRADING LTD - 196
Receivables from Related Parties ANEMODRASI RENEWABLE ENERGY SOURCES S.A. - 106
Receivables from Related Parties ANEMORAHI RENEWABLE ENERGY SOURCES S.A. - 89
Receivables from Related Parties PROTERGIA THERMOILEKTRIKI AGIOU NIKOLAOU S.A. - 13
Receivables from Related Parties METKA S.A. - 18
Receivables from Related Parties METKA BRAZI SRL - 353
Receivables from Related Parties DELFI DISTOMON A.M.E - 2,904
Receivables from Related Parties RENEWABLE SOURCES KARYSTIA S.A. - 3,407
Receivables from Related Parties PROTERGIA THERMOILEKTRIKI S.A. - 1,826
Receivables from Related Parties GENERAL INDUSTRY S.A. DEFENSE MATERIAL - 56
Receivables from Related Parties CHORTEROU S.A. - 981
Receivables from Related Parties KISSAVOS DROSERI RAHI S.A. - 1,043
Receivables from Related Parties AETOVOUNI S.A. - 278
Receivables from Related Parties KISSAVOS PLAKA TRANI S.A. - 1,093
Receivables from Related Parties KISSAVOS FOTINI S.A. - 862
Receivables from Related Parties LOGGARIA S.A. - 311
Receivables from Related Parties CORINTHOS POWER S.A - 7,362
Receivables from Related Parties ALUMINIUM OF GREECE - 576
Receivables from Related Parties KILKIS PALAION TRIETHNES S.A. - 20
Receivables from Related Parties KERASOUDA S.A. - 1
Receivables from Related Parties IKAROS ANEMOS S.A. - 398
Receivables from Related Parties AIOLIKI ARGOSTYLIA S.A. - 73
Receivables from Related Parties NORTH AGEAN RENEWABLES S.A. - 72
Receivables from Related Parties MYTILINEOS HELLENIC WIND POWER S.A. - 34,065
Receivables from Related Parties AIOLIKI ANDROU TSIROVLIDI S.A. - 418
Receivables from Related Parties AIOLIKI EVOIAS PIRGOS S.A. - 115
Receivables from Related Parties AIOLIKI EVOIAS POUNTA S.A - 18
Receivables from Related Parties AIOLIKI EVOIAS HELONA S.A. - 80
Receivables from Related Parties AIOLIKI ANDROU RAHI XIROKABI S.A. - 1
Receivables from Related Parties METKA AIOLIKI PLATANAOU S.A. - 4
Receivables from Related Parties AIOLIKI SAMOTHRAKIS S.A. - 80
Receivables from Related Parties AIOLIKI EVOIAS DIAKOFTIS S.A. - 101
Receivables from Related Parties AIOLIKI SIDIROKASTROU S.A. - 488
Receivables from Related Parties HELLENIC SOLAR S.A. - 2,699
Receivables from Related Parties SPIDER ENERGY S.A. - 6,982
Receivables from Related Parties EN. DY .S.A. - 19
Receivables from Related Parties THESSALIKI ENERGY S.A. - 19
Receivables from Related Parties YDRIA ENERGY S.A. - 24
Receivables from Related Parties YDROXOOS S.A. - 27
Receivables from Related Parties FOIVOS ENERGY S.A. - 60
Receivables from Related Parties GREEN ENERGY A.E - 186
Receivables from Related Parties AIOLIKI TRIKORFA S.A. - 608
Receivables from Related Parties MAKRINOROS S.A. - 46
Receivables from Related Parties MNG Trading - 3,234
Receivables from Related Parties DESFINA S.A. - 28
Receivables from Related Parties MYTILINEOS FINANCIAL PARTNERS S.A. - 3,652
Receivables from Related Parties Mytilineos International Trading Company AG (MIT Co) - 204
Receivables from Related Parties SOLIEN S.A. - 6
Receivables from Related Parties St Nikolaos IKE - 5
Receivables from Related Parties METKA-EGN Ltd Cyprus - 1,611
Receivables from Related Parties METKA-EGN Ltd UK - 1,931
Receivables from Related Parties METKA-EGN USA LLC - 650
Receivables from Related Parties METKA POWER WEST AFRICA LIMITED - 1,312
Receivables from Related Parties METKA RENEWABLE LTD CYPRUS - 3,630
Receivables from Related Parties METKA EGN Chile SpA - 354
Receivables from Related Parties METKA EGN KZ LLP - 96
Receivables from Related Parties METKA EGN UGANDA SMC LTD - 3
Receivables from Related Parties METKA EGN FRANCE SRL - 10
Receivables from Related Parties METKA EGN SPAIN SLU - 1,385
Receivables from Related Parties METKA EGN AUSTRALIA PTY LTD - 7,272
Receivables from Related Parties METKA EGN SINGAPORE PTE LTD - 13
Receivables from Related Parties METKA Power Investments - 279
Receivables from Related Parties POWER PROJECT SANAYI INSAAT TICARET LIMITED SIRKETI - 1,374
Receivables from Related Parties EP-AL-ME S.A. - 164
Receivables from Related Parties ZEOLOGIC S.A. - 578
Receivables from Related Parties J/V MYTILINEOS - ELEMKA - 874
Receivables from Related Parties METKA INTERNATIONAL LTD (FZE) - 2,341
Payables to Related Parties SERVISTEEL S.A. - 1,559
Payables to Related Parties ELEMKA S.A. - 7,937
Payables to Related Parties STANMED TRADING LTD - 29
Payables to Related Parties METKA BRAZI SRL - 18
Payables to Related Parties CORINTHOS POWER S.A - 5
Payables to Related Parties MYTILINEOS FINANCIAL PARTNERS S.A. - 235,712
Payables to Related Parties METKA-EGN Ltd Cyprus - 1
Payables to Related Parties POWER PROJECT SANAYI INSAAT TICARET LIMITED SIRKETI - 137
Payables to Related Parties EP-AL-ME S.A. - 0

Dividend Policy

The BOD will propose to the General Assembly of the Shareholders (GA) the distribution of dividend of amount 0,3600 / share, while in 2019 the BOD had proposed the distribution of dividend of amount 0,3600 / share. The distribution is subject to the approval of the General Assembly of the Shareholders (GA).

Post Balance Sheet events

  • On 13.01.2021, MYTILINEOS S.A. announced the signing of an agreement through its subsidiary ZEOLOGIC S.A., with INWASTE S.A., for the design, supply and construction of an innovative treatment plant for Hazardous and Non-Hazardous Solid Waste and Sludge in Greece. The investment, which has already received the necessary environmental permits, will be carried out in Northern Greece and specifically in the broader area of Kilkis and will be the first facility of its kind in the country. Once completed, the plant will be able to process Hazardous Solid Waste and Hazardous Sludge converting them to Non-Hazardous and Inert after treatment, aimed at their safe disposal or even secondary use (e.g., building materials). The design of this innovative plant will be based on the internationally patented treatment method (Geochemical Active Clay Sedimentation - GACS), with exclusive commercial rights held by ZEOLOGIC.
  • On 09.02.2021, MYTILINEOS through its Renewables and Storage Development (RSD) Business Unit has been awarded a total sum of 26 MW for battery energy storage systems (BESS) to provide Fast Reserve grid services for Terna, the Italian Transmission System Operator. The commissioning of the projects is expected to take place during Q4 of 2022, when both systems are expected to start providing Fast Reserve services to the Italian grid from 2023 until 2027. Τhe contract price for the Brindisi contract is 32,000 euros/MW a year and for the Sassari contract is 59,000 euros/MW a year.
  • On 16.02.2021, MYTILINEOS announced the acquisition of a portfolio of 20 solar farms (PV) in progress with a total capacity of 1.48GW, owned by EGNATIA GROUP, as part of its strategic planning for a significant expansion in Renewable Energy Sources (RES), both in Greece and abroad. The entire portfolio has been included into the Fasttrack process, while it is estimated that construction will be completed by the end of 2023. In addition, MYTILINEOS will acquire a pipeline portfolio of 21 battery energy storage projects, as well as 4 additional battery energy storage projects combined with solar parks, all developed by EGNATIA GROUP. The total cost for MYTILINEOS for both the PV and storage portfolio stands at €56MIO. Finally, in another "first" for the Greek Energy Transition, MYTILINEOS, contracted a power purchase agreement (Corporate PPA) of 200 MW capacity, from solar parks owned by EGNATIA GROUP, for €33/MWh and for a period of 10+5 years. This PPA is expected to take effect during 2023.
  • In February 2021, MYTILINEOS approved the sale and transfer of all shares held in the company 'IONIA ENERGY SA', namely twenty thousand five hundred and eighty shares (20.580) par value of one hundred (100) Euros,

corresponding to 49% of its share capital, to the company "New NE Solar Developments Five 5 Single-Member Société Anonyme". The agreed price amounted to € 8.4 million. In January 2021, the subsidiary of METKA EGN LTD Cyprus acquired 90% of the companies SANTIAM INVESTMENT I LTD, SANTIAM INVESTMENT II LTD, SANTIAM INVESTMENT III LTD and SANTIAM INVESTMENT IV LTD based in Cyprus for the price of € 1,712,000, € 203,300, € 321,000 and € 381,990 respectively. These companies will be classified as assets. In January 2021, the subsidiary of the MAVIS SOLAR FARM AUSTRALIA HOLDINGS PTY LTD acquired Mavis Solar Farm Pty Ltd for AUD 500,000. This company will be classified as asset

Evangelos Mytilineos Spyros Kasdas

Chairman of the Board of Directors and Chief Executive Officer

Vice – Chairman A' of the Board of Directors

3. Explanatory report

Information regarding the issues of article 4 paragraph 7-8 of L.3556/2007 of MYTILINEOS S.A.

This explanatory report of the Board of Directors is submitted to the Ordinary General Shareholders' Meeting and contains detailed information regarding the issues of paragraph 7 and 8 of article 4 L.3556/2007, as in force.

Ι. Company's Share Capital Structure

The share capital of the Company amounts to one hundred thirty-eight millions six hundred four thousand four hundred twenty-six euros and seventeen cents (€138.604.426,17), divided into one hundred forty-two millions eight hundred ninetyone thousand one hundred sixty-one (142.891.161) registered shares with a nominal value of €0,97 each.

The shares of the Company are all listed on the Securities Market of the Athens Exchange [Sector "Industrial Goods & Services"].

The rights of the Company's shareholders with respect to their shares are proportional to the share capital stake to which the paid-in share value corresponds. Each share incorporates all the rights and obligations that are stipulated by the Law and Company's Articles of Association, and more specifically:

  • The right to dividends from the annual profits or liquidation profits of the Company. A percentage of 35% of the net profits following deduction of the statutory reserves and other income statement credits, which do not constitute only statutory earnings, is distributed from the profits of each year to the shareholders as an initial dividend while the distribution of an additional dividend is resolved upon by the General Meeting. The General Meeting determines the added dividend. Dividends are entitled to each shareholder who is registered in the Shareholders' Register held on behalf of the Company by the "Hellenic Exchanges – Athens Stock Exchange" on the date of approval of the financial statements by the Ordinary General Shareholders' Meeting. The payment date and the payment method of the dividend are available through the media appointed by L. 3556/07. The right to receive payment of the dividend is subject to a time limitation and the respective unclaimed amount goes to the State upon the lapse of five (5) years from the end of the year during which the General Meeting approved the distribution of the said dividend.
  • The right to reclaim the amount of one's contribution during the liquidation or, similarly, the writing off of the capital representing the share, provided that this is resolved upon by the General Meeting,
  • The right of pre-emption according to their participation in the existing share capital at every share capital increase of the Company (including increase in kind) or issuance of convertible bonds into shares or cash and at undertaking new shares, including increases in kind or issuance of convertible bonds into shares.
  • Each shareholder is entitled to request the annual financial statements along with the relevant reports of the Board of Directors and the Auditors of the Company.
  • Shareholders participate in the Company's General Meeting which constitute the following rights: in person presence or by delegate, vote, participation in discussions, submission of proposals on the items of the agenda, entry of one's opinion on the minutes of the Meeting and finally the right to vote.

The General Meeting of Company's Shareholders retain all its rights and obligations during the winding up (according to paragraph 4 of article 33 of the Articles of Association). The shareholders' responsibility is limited to the nominal value of the shares held.

II. Restrictions for transferring Company shares

The transfer of Company shares takes place based on procedures stipulated by the law under which the Company is liable, while there are no restrictions set by the Articles of Association for transfer of shares.

III. Important Indirect/Direct participations according to articles 9-11 of L.3556/07

On 31.12.2020 Mr. Evangelos Mytilineos held indirectly, through "ROCALDO LTD", "KILTEO LTD" and "FREZIA LTD (chain of controlled undertakings), 37,919,549 common registered voting shares issued by the Company and the respective voting rights, i.e. 26.537% of the voting rights of the Company, while he had no direct ownership of shares or voting rights.

On publication date 04.03.2021, the shareholders that hold more than 5% of the total voting rights of the Company are the same as above.

IV. Shares with special control rights

There are no Company shares that provide special control rights to their holders.

V. Restrictions on voting rights

No restrictions on voting rights emanate from the Company shares according to the Articles of Association.

VI. Agreements between Company shareholders

Notwithstanding share pledge agreements that may from time to time be notified to the Company, which according to standard practice include provisions regarding the transfer of voting rights to the pledgee in case of breach or failure to fulfil secured obligations, the Company is not aware of any agreements among its shareholders, which would result in restrictions on the assignment of its shares or exercise of the voting rights stemming from such shares.

VII. Regulations regarding the assignment and replacement of BoD members and amendments of the Articles of Association

The Company's Articles of Association (article 21), within the powers vested by Law 4548/2018 as it is now in force, provide the following regarding the appointment and substitution of its members of the BoD:

  1. The Board of Directors may elect members in substitution of members who resigned, died or forfeited their office in any other manner; this election is done provided such substitution cannot feasibly be done from substitute members, if any, elected by the General Meeting. Such election by the Board of Directors is effected by means of a decision of the remaining members, provided they are at least three (3), and is valid for the remainder of the term of the substituted member. The election decision is submitted to the publication formalities pursuant to Law 4548/2018 and is announced by the Board of Directors to the immediately following General Meeting session; the General Meeting may replace the elected members, even if no such item is included in the General Meeting agenda.

  2. In case of resignation, death or forfeiture, in any other manner, of director status, the remaining directors (BoD members) may continue to run and represent the company even without substituting the members in question as per the preceding paragraph, provided their number exceeds one half of the number of members as it stood prior to the occurrence of the said events. In all cases, such members may not be less than three (3).

  3. In all cases, the remaining BoD members, irrespective of the number thereof, may call the General Meeting for the sole purpose of electing a new Board of Directors.

  4. The substitution of BoD members pursuant to the preceding paragraphs is in conformance with and subject to the provisions of the law concerning the participation of independent non executive members in the Board of Directors. The provisions of the Company's Articles of Association regarding the amendment of the provisions thereof do not deviate from the provisions of the Law 4548/2018.

VIIΙ. Responsibility of the BoD for a) the issuance of new shares or b) acquisition of own shares according to article 49 of Law 4548/2018

a) According to the provisions of article 5 par. 8 of the Company's Articles of Association in conjunction with the provisions of article 24 par. 1(b) and (c) of Law 4548/2018, the Company's Board of Directors has the right, following a relevant decision by the General Meeting of Shareholders, for a period not exceeding five years, to increase the Company's share capital with the issuance of new shares, through a decision by the Board of Directors that is made with a majority of at least two thirds (2/3) of its total members. In this case, the Company's share capital may be increased by an amount not exceeding three times the

share capital the capital existing on the date on which the Board has the power to raise the capital. This power of the Board of Directors may be renewed by the General Meeting for a period that may not exceed five years per instance of renewal.

b) According to the provisions of article 49 of Law 4548/2018, the Company may, following a relevant decision by the General Meeting of Shareholders, acquire its shares corresponding to a maximum of 10% of its paid-up share capital. Such decisions by the General Meeting of Shareholders are implemented by the Board of Directors or the persons to whom the Board of Directors has delegated the relevant competence.

In implementation of the above provisions the Extraordinary General Meeting of Shareholders dated 27.03.2020 approved an own share buyback program in order to reduce the share capital and cancel own shares that will be acquired by the Company, or/and distribute shares to employees or/and members of the management of the Company or/and of associate company, in accordance with the applicable remuneration policy, with maximum number of Company shares to be bought 14,289,116 (up to 10% of the share capital), minimum price €0.97 per share and maximum price €20 per share, program duration between 27.03.2020 and 26.03.2022 (the "Own Share Buyback Program") and authorized the Board of Directors to implement the Own Share Buyback Program. The Board of Directors decided on 01.06.2020 to start implementation of the Own Share Buyback Program by the Company.

During the year 2020, and more specifically in the period between 01.06.2020 and 31.12.2020, 6,138,692 own shares were acquired under the Own Share Buyback Program at a nominal value of €0.97 per share, representing 4.2961% of the Company's share capital.

Moreover, from 01.01.2021 until the publication date 04.03.2021, 70,000 own shares were acquired under the Own Share Buyback Program at a nominal value of €0.97 per share, so that the Company holds on the publication date, 04.03.2021, in aggregate 6,228,692 own shares, at a nominal value of €0.97 per share, acquired at a weighted average price of €12,64 per share, with total value €1,137,729, representing 4.3590% of the Company's share capital.

IX. Significant agreements put in force, amended or terminated in case of a change in the Company's control following a public offer

There are no significant agreements of the Company that become effective, are amended or terminated in the event of change in the control of the Company following a public offer.

There are however loan and other agreements, which provide, as it is common in such agreements, the right of the lending banks or bondholders or the Company's counterparty, to request under certain conditions the early repayment of the loans/bonds or the termination of the respective agreements in the event of change in the control of the Company, though such right is not granted specifically in case the change of control in the Company results from a public offer.

X. Agreement between the Company and BoD members or employees

There is no agreement between the Company and the BoD members or staff providing for the payment of any compensation specifically in the event of resignation or dismissal without cause, or termination of their mandate or employment as a result of a Public Acquisition Offer. There is however a contract for provision of services between the Company and the current chairman and CEO, the terms of which, as approved by the ordinary general meeting of shareholders on 7th June 2018, provide, among others, for right to termination of the contract and compensation in case of change of control of the Company (including as a result of a Public Acquisition Offer).

Evangelos Mytilineos

Chairman & Managing Director MYTILINEOS S.A.

4. Statement of Corporate Governance

This Statement constitutes a special part of the Management Report, in accordance with articles 152 and 153 of Law 4548/2018 and relates to the following sections.

1. COMPLIANCE OF THE COMPANY WITH THE UK CORPORATE GOVERNANCE CODE 2018

MYTILINEOS S.A. (the "Company") as of 01.01.2019, following a relevant resolution of the Company's Board of Directors on 15.11.2018, aiming at ensuring transparency and responsible operation in all areas of its activity, voluntarily adopted the UK Corporate Governance Code -2018 (the "Code"), https://www.mytilineos.gr/en-us/corporate-governance-code/presentation. The Code is posted on the Company's website and on the website of the Financial Reporting Council, UK https://www.frc.org.uk/directors/corporate-governance-and-stewardship/uk-corporate-governance-code. Based on the highest international standards of entrepreneurship, the Company strives for closer engagement with its investors, with the ultimate aim of unlocking further value for its shareholders. Drawing on the best corporate governance practices, the Company formulates its strategy and develops the general directions, policies, values and principles that govern its operation, while ensuring transparency and safeguarding the interests of its shareholders.

1.1 BOARD LEADERSHIP AND COMPANY PURPOSE

Principle A: The role of the board

The Board sets the tone with regards to the standards of corporate governance. To this end the Board decided to adopt voluntarily the UK Corporate Governance Code as from 01.01.2019, recognizing that the Code is widely recognized as best standard of corporate governance.

The Board operates effectively for the longer-term interests and sustainability of the Company. The Board is diverse, and its members possess the appropriate level of knowledge, skills and expertise required to deliver upon expectations. The Company demonstrates a clear division of responsibilities between Management and the Board: The Executive Committee is supported by a) the Financial, the Capital Allocation and the Energy & Regulatory Matters Committees and b) the respective Committees of the Metallurgy, Power & Gas, Renewables Storage Development and Sustainable Engineering Solutions Business Units. It is supervised by the Board of Directors.

As a responsible industrial company, MYTILINEOS integrates sustainability considerations as part of its main purpose. The Company's business model is at the centre of its operations: It supports its growth, describes the categories of resources it utilises, presents the picture of its activities, its production performance, the value it creates for its Stakeholders and wider society, in general, its overall contribution to Sustainable Development. Detailed analysis is provided in the Management Report section of the 2020 Annual Report.

To offer a better understanding of the Company's business model, use is made of key performance indicators together with descriptions of the interrelationships between the resources utilised. This information is available at http://scorecard.mytilineos.gr/ .

The board has appointed three of its members to the Corporate Social Responsibility (CSR) committee to oversee how MYTILINEOS creates value across all sectors of its business activity and how it creates a significant value chain with strong social and economic impact. As part of its intention to further integrate ESG priorities into the Company's strategy, the Board of Directors intends within the first quarter of 2021 to upgrade the Corporate Social Responsibility Committee to a Sustainable Development Committee, and to make it a Board committee.

Additionally, Ernst & Young, the independent adviser for the second time (the first was in 2017) drafted the 2019 socio-economic impact report, which is reviewed every two years and is posted on the Company's website:

https://www.mytilineos.gr/Uploads/ETHSIA\_DELTIA/csr\_reports/MYTILINEOS\_Socioeconomic\_impact\_201 9\_gr.pdf.

Principle B: Purpose, values and culture

The board approved the company's vision, mission and values as part of its strategy. The Company's strategy is reviewed annually at a Board meeting, as well as at an executive session of the Non-Executive Directors.

The company's 2016 Code of Business Conduct was reviewed and revised in 2019, to take into account the company structure that followed the 2017 merger, and was approved by the board and in 2020 training of the Company's human resources was conducted. Major improvements include IT security, insiders' dealings, money laundering, customs controls and employee commitment to abide by the Code. Further improvements of moderate nature include the new vision, mission and corporate values, conflict of interest, healthy competition and anti-bribery and corruption.

Principle C: Resources, risks and controls

Within its remit to oversee the company's internal controls and risk management systems, the Audit Committee proposed to the Management to undertake an assessment of the system of internal controls using the (Committee of Sponsoring Organisations of the Treadway Commission - COSO) 2013 Framework. Following a standard tender process, the Management assigned the assessment of the Internal Control System of the Company's central and central support functions to EY Business Advisory Services.

Principle D: Shareholder and stakeholder engagement

The company interacts with a broad range of social groups. These different groups are recorded, ranked and characterized as company's "key Stakeholder groups", based on specific criteria according to the international AA1000 Stakeholder Engagement Standard (SES) and in correlation with:

  • the position they hold within the company's sphere of influence,
  • the degree of significance and relativity attributed to or existing in company's activities and
  • the way they affect the company's ability to fulfil its vision and mission.

The company's synergies with its Stakeholders are shaped in the context of the company's contribution to the Sustainable Development Goal 17 that seeks to strengthen partnerships to support and achieve the ambitious targets of the 2030 Agenda without exclusions, built on a common vision, principles and values. The company promotes regular communication with its Stakeholder groups; the frequency of such communication stems from the type of relationship built with each group, aiming to understand their expectations and respond promptly to matters concerning them, preserving and strengthening at the same time its "social license to operate".

Additionally, MYTILINEOS has developed a specific Stakeholders Engagement process. This practice expresses the company's long-standing principle of engaging with its Stakeholders through a systematic and sincere dialogue. As a corporate institution, the Stakeholders Consultation process, has been carried out consistently annually since 2011 and is subject to self-assessment and self-improvement procedures.

Principle E: Workforce policies and practices

The Code of Conduct serves as a record of the general principles which define the responsible business conduct and the ethical rules that all the employees and business partners of MYTILINEOS are expected to follow, as well as a record of the commitments of the Company's Management towards its people. The Code ensures that all Company activities adhere to the principle of integrity, thus safeguarding its reputation, which is its most valuable intangible asset and, as any other asset, should not only be protected but should also be further developed, by ensuring that the conditions that will allow this are in place. Cases involving violations of the Code may be made by mentioning the reporting person's identity or

anonymously.

Additionally, the Remuneration Policy for the Directors contributes to the Company's business strategy and long-term interests and sustainability by encouraging the Executive Director to focus on sustained longterm value creation by providing a fair and appropriate level of fixed remuneration and a balance of short and long-term incentives to ensure there is focus on short term objectives that will over time build to create long-term value creation, as well as long-term goals. The remuneration policy for the Executive Directors, as for all employees, is based on the principle of paying fair and reasonable remuneration for the best and most appropriate person for the role while ensuring that the Company pays fairly and competitively and in the longer-term interests and sustainability of the Company.

The Remuneration and Nomination Committee and Board of Directors receive periodic updates on the wider employee remuneration structure and practices within the Company, which are considered when establishing and revisiting the Policy. This is to ensure that remuneration practices and structure are as consistent as possible across the Company.

Last but not least the Company aims to apply the principle of Diversity (based, among other basic parameters, on gender, age, experience, skills and knowledge) to the composition of its Board of Directors, of its executive management team and of all direct employees in all its activities, where this is feasible. To this end, the Company in its diversity policy sets as its objective the achievement of targets concerning the representation of women on the board, senior executives and direct employees. The diversity policy is disclosed in the company's Corporate Governance Statement together with related targets.

Provision 1. Reporting on actions to generate long-term value

The Board of Directors discusses the Company's strategy and monitors its implementation in each of its meetings, which are held either in person or by video conference. In-depth analysis and discussion also is conducted at the executive sessions of the Non-Executive Directors.

Provision 2. Monitoring and reporting on culture

The Board reviewed, revised and approved the Code of Conduct. It applies to the board, the management and the workforce. Cases involving violations of the Code may be made by mentioning the reporting person's identity or anonymously. The Code of Conduct is published on the Company's website https://www.mytilineos.gr/en-us/codes-and-policies/of-mytilineos#tab-code-of-conduct. The Code of Conduct has been received, signed and accepted by all employees who have also attended special training.

Non-Financial (Key Performance Indicators - KPIs) are disclosed in the 2020 annual report in the Nonfinancial disclosure report section. Their selection is based on the ESG Approach and is linked to the Company's ability to generate value and are thus material to sustainable development and its stakeholders. Also, they form an understanding of how those ESG issues impact its corporate performance and the Company's ability to implement its strategy. The KPIs have been defined in accordance with the Global Reporting Initiative (GRI STANDARDS).

The remuneration policy supports its short and long-term business plan, so as to continue creating value for customers, shareholders, employees and the Greek economy. The level of fixed pay for Directors is established on the basis of paying no more than is necessary, always supporting the Company's longer-term interests and sustainability.

The Policy provides for variable compensation arrangements for Executive Directors to further align the Executive Directors' interests with those of the Company as the performance conditions used will be based on indicators of the long-term success and sustainability of the Company. The remuneration policy is disclosed on the Company's website https://www.mytilineos.gr/en-us/codes-and-policies/of-mytilineos .

The Remuneration Policy is disclosed in section 1.5 of the Corporate Governance Statement.

Provision 3. Engagement with shareholders

The (executive) Chairman engages with the company's major institutional shareholders throughout the year in various ways: during the Annual General Meeting (AGM), through teleconference calls held on the occasion of half year and annual results, in the annual gathering of domestic institutional investors held at the company's headquarters, as well as during one-to-one meetings with key institutional investors, both upon request but also before significant corporate events initiated by the company. The Chair also holds an extensive Q&A session with minority shareholders during the AGM. Shareholders' concerns, if any, are discussed with the board and a Lead Independent Director is available to investors should the need arise.

The Company engages with shareholders and proxy advisors and in 2020 this effort has been strengthened through the organization of a targeted corporate governance roadshow, organized with the help of an external consultant, Velos Advisory. The Company will conduct the second Corporate Governance Roadshow in 2021 to maintain an active dialogue with the stewardship teams of its key investors, both before the AGM and throughout the year, with the participation of the Lead Independent Director, the competent members of the Board of Directors and of the Company Secretary.

Provision 4. Actions to be taken if significant votes against

The recommendations of the Management for the resolutions regarding the Annual Shareholders' General Meeting dated 4 June 2020 were passed by the majority of shareholders, with percentages ranging from 100% to 98.57%, more than 80% of the represented paid up share capital. In case 20% or more of votes are cast against a recommendation of the Management for a shareholder resolution in the future, the Company, when announcing voting results, also shall explain what actions it intends to take to consult shareholders who voted against in order to understand the reasons behind the result. The Company shall also announce no later than six months after said shareholder meeting the results of such consultation and the actions taken and, in any case, provide a summary thereof in the annual report.

Provision 5. Engagement with stakeholders and workforce representation

Full account of how the board takes into account the interests of various stakeholders' groups is provided in the Sustainable Development Report 2020which becomes available by the time of the AGM in June 2021 on the website https://www.mytilineos.gr/en-us/corporate-social-responsibility/of-mytilineos. As part of its engagement process MYTILINEOS has developed a specific Stakeholders Consultation process (https://www.mytilineos.gr/Uploads/Stakeholders\_Dialogue/Stakeholder\_Engagement\_2019\_EN.pdf ). This practice expresses the company's long-standing principle to engage with its Stakeholders through a systematic and sincere dialogue. As a corporate institution, the Stakeholders Consultation process, has been carried out consistently on annual basis since 2011 and is subject to self-assessment and self-improvement procedures.

For the purpose of setting remuneration, the Remuneration & Nomination Committee and the Board of Directors receive periodic updates on the wider employee remuneration structure and practices within the Company, which are considered when establishing and revisiting the Remuneration Policy. In addition, the Committee and Board of Directors are provided with information on remuneration trends across the Company including average pay increases along with any relevant economic data, such as the rate of inflation to take into account when operating the Policy.

Provision 6. Whistleblowing

The Company expects its employees to report serious violations of the Code of Conduct, when they become aware of them or when these are brought to their attention. This will allow the Company to address and rectify the matter, before it becomes a violation of the law or a health and safety risk or jeopardizes the Company's reputation. In cases involving violations of the Code, the competent bodies of the Company shall investigate thoroughly the reports made, while at the same time observing the confidentiality of the relevant information, unless otherwise provided for by the law. Cases involving violations of the Code may also be reported by phone, fax or post, as well as by electronic mail (mentioning the reporting person's identity or made anonymously), in accordance with the provisions of the relevant policy of the Business Unit in which they work. During 2020, training of the human resources took place, which included the mechanism according to which the employee can submit, in good faith, a complaint on an anonymous or named basis.

Additionally, the Company may set up a grievance mechanism or whistleblowing channel or reporting line if required by the contractor, when doing business in countries with an increased corruption risk (as in reference to the Corruption Perception Index by Transparency International) that pose a bribery and corruption risk for the Company.

Provision 7. Conflicts of interest

Each member of the Board has a duty of loyalty to the Company. Board members act with integrity and in the Company's interests and safeguard the confidentiality of information that is not publicly available. They must not have a relationship of competition with the Company and should avoid any position or activity that creates or appears to create a conflict between their personal interests and those of the Company, including holding positions on the board of directors or the management of competitor companies, without permission from the General Meeting of the Company's shareholders. Board members must contribute their experience and devote to their duties the necessary time and attention. Prior to their appointment, they should notify the Board of Directors of their other professional commitments, including significant non-executive commitments, to companies and non-profit institutions, and should report to the Board any changes in such commitments, as soon as these arise. During the first half of 2021, the Company will draft a separate Conflict of Interest policy and procedure, elaborating further the relevant section of the Code of Conduct.

Finally, the Internal Audit Department reports to the Audit Committee any cases of conflict of the private interests of Board members with the interests of the Company, which (cases) it ascertains in the performance of their duties.

Provision 8. Director concerns and resignations.

Pursuant to the Company's articles of associationi (available on the website) and Greek Company Law 4548/2018 on the request of a member of the Board of Directors, the Chairman is required to record in the minutes a summary of such member's opinion.

1.2 DIVISION OF RESPONSIBILITIES

Principle F: The role of the chair

The Chairman coordinates and directs the Board's meetings and overall functioning. He heads the Board of Directors and is responsible for convening meetings, determining the agenda and ensuring the proper organisation of the Board's activities and the efficient conduct of its meetings. The Chairman is also responsible for ensuring the provision of timely and accurate information to the Board members, as well as for effective communications with all shareholders, seeking to guarantee the fair and equitable treatment of the interests of all shareholders.

The Chairman sets the board agenda assisted by the Company Secretary.

Principle G: Board balance and decision-making

The board has 10 members (11 members as of 2/2/2021 as the vacancy of the member, who had resigned on 31.12.2019, will be filled by an independent non-executive member which will be announced at the AGM 2021. Of these: a) three members, including the CEO, are Company executives, b) two members are non-executive, one of whom is the Vice Chair A' and c) five (6 from 02.02.21) members are independent. On 07.07.2020 a new Lead Independent Director (LID) was appointed, as the term of office of the previous member, who held this position, had exceeded nine years. Both board committees, the Audit Committee and the Remuneration and Nominations Committee, are completely independent. The separation of responsibilities between the executive management and the Board of Directors is clear, as described in the Articles. Although no limits have been set on the other professional commitments of the members of the Board of Directors, the prevention of excessive burden arising from the professional commitments of the members, outside the Company, falls within the competence of the Remuneration and Nominations Committee. The executive members of the Board of Directors may not hold other executive positions, unless they belong to the same Group, without the permission of the General Shareholders Meeting.

Non-executive board members' other assignments are considered at the nomination process as to avoid over-boarding and reviewed every year by the Remuneration and Nomination committee. Other appointments and commitments are reported in section 2.3.1. of the corporate governance statement.

Principle H: The role of non-executive directors

For each appointment, the Remuneration and Nomination Committee prepares a description of the role, capabilities and personal attributes required for the particular appointment. Further it develops criteria for identifying and evaluating director candidates. In developing these criteria and recommending nominees,

the Remuneration and Nomination Committee has the power to take into consideration such factors as it deems appropriate. These factors may include judgment, skill, diversity, experience with businesses and other organizations of comparable size, the interplay of the candidate's experience with the experience of other Board members, and the extent to which the candidate would be a desirable addition to the Board and any committees of the Board. The Remuneration and Nomination Committee may seek services of and commission an external advisor to support it in the nomination process.

The skills matrix link to be added of the Board of Directors and the biographies of each individual member are available on the company's website https://www.mytilineos.gr/en-us/board-of-directors/list.

Principle I: Board policies and processes

The board has appointed the Corporate Governance Director of the Company as Company Secretary so to have the necessary guidance and advice on corporate governance issues. The board committees worked together with Company Secretary to draft their terms of references which subsequently are to be approved by the board.

Provision 9 Chair and Chief Executive

Currently the board Chair is also the CEO of the company. The board is considering the separation of the Chair – CEO role but given that 80% of the board's composition was changed in mid-2018 the board supported the dual role, to familiarize itself the with the new structures that were put in place during the restructuring of the Company. The Company still intends to split the roles when the organization - both at Board and Management level - is fully prepared and equipped to operate under a new paradigm, while ensuring the vision, strategy and transformation of the Company is being materialized. Further safeguards have been put in place to mitigate concerns over the combined role: the board has a high level of independence. Moreover, both the Audit Committee and the Remuneration and Nomination Committee have full independence and, in compliance with international best practice and the request of our institutional investors, the Board also has appointed a Lead Independent Director who is available to engage with our investors and act as the voice of the Board on governance related matters. The Board strengthened the role of the Lead Independent Director in 2020, and the executive sessions of the Non-Executive Directors began without the presence of the executive members. In this way, the combined role is counterbalanced even further.

Provision 10.Independence of directors

Independent board members are approved as such by the shareholders at the time they stand for election, It is in the Remuneration and Nomination Committee's remit to review the independence of the nonexecutive directors before nomination. Specifically, the Remuneration and Nomination Committee reviews

  • o the balance of the number of independent non-executive directors;
  • o the length of service of independent non-executive directors;
  • o any situational conflict which a director may have with the interests of the Group and
  • o any other relevant matter.

As of 2019 the Remuneration and Nomination Committee reviews the independence of board members annually.

Provision 11.Half the board to be independent

On 31.12.2020 the Board of Directors consisted of 10 members, five (50%) of whom were independent. As of 02.02.2021, the independence of the board of directors stands at 54.5%, as the vacancy of an independent member who had resigned was filled.

Provision 12.Lead Independent Director

The Board of Directors appointed a new Lead Independent Director at its meeting on 07.07.2020, as the term of the previous member had exceeded nine years. The Lead Independent Director is charged with coordinating the Board's Executive and Non-Executive Members. He also chairs the procedure concerning the evaluation of the Chairman by the Board Members, as well as the meetings of the Board's Non-Executive members. He proposes to the Chairman of the Board issues for discussion. Finally, he is available and attends the General Meetings of the Company's shareholders, in order to discuss matters pertaining to corporate governance, as and when the need arises. The Lead Independent Director will lead the shareholder engagement with the stewardship teams of the investors in the Company's Corporate Governance roadshows. In addition, during the fourth quarter of 2020, the executive sessions of the Non-Executive Directors were held for the first time, chaired by the Lead Independent Director and assisted by the Company Secretary. Such sessions will continue. Moreover, the Lead Independent Director shall inform the Chairman of the Board of Directors the important issues raised by the Non-Executive members in their meetings and shall discuss them with him.

Provision 13.Role of non-executive directors

The non-executive members of the Board of Directors have the following obligations:

a) Monitor and review the Company's strategy and its implementation, as well as the achievement of its objectives,

(b) ensure the effective oversight of the executive members, including the monitoring and evaluation of their performance; and

(c) consider and express opinions on the proposals submitted by the executive members, on the basis of information known to them.

It is up to the shareholders to cast vote on appointing and removing board members whether executive or non-executive or independent non-executive. It is up to the Remuneration and Nomination Committee to identify individuals believed to be qualified to become Board members, to review the qualifications of such candidates, and to recommend to the Board the nominees to stand for election as directors at the Annual General Meeting of shareholders. It is part of the Committee's remit to approve the performance measures and targets of the Company's CEO, the executive Chair and the executive board members' remuneration schemes and to assess their performance against these targets.

Both board committees, the Audit and Remuneration and Nomination Committees, consist only of independent board members. Also two independent members sit on the CSR Committee in order to transfer board feedback. The activity of the Non-Executive Directors in 2020 is described more specifically in description of the work of the Board Committees.

Provision 14.Written responsibilities and attendance.

The roles and responsibilities of the Chair, CEO, Lead Independent Director and board committees are included in the Company's articles of association which have been approved by the shareholders at the 2019 AGM. Furthermore the aforementioned roles and responsibilities are part of the company's by laws which also include internal policies and processes. The terms of reference of the board committees which portray the remit, the functioning, and the reporting responsibilities of the committee in detail, are approved by the board and can be seen on Company's website. Also a detailed account of the meetings, the agenda and the individual attendance of directors as well as a summary of their work during the year are reported in the annual report.

Provision 15.Other appointments

Prior to appointment, the board considers external demands on the time of nominee directors who are proposed by the board to the shareholders for appointment. The board considers all external commitments of executive and non-executive directors including the not-for-profit ones. No director holds more than five external appointments. Two executive directors hold non-executive positions in non-listed companies none of whom is the CEO.

Provision 16. Company secretary

The board has appointed the Company's Corporate Governance Director as Company Secretary. The Company Secretary is charged with minuting the meetings of the Board of Directors and of the Board Committees. The responsibilities of the Company Secretary include ensuring the efficient flow of information between the Board of Directors and the Board Committees, as well as between the Executive Management Team and the Board of Directors. The Company Secretary formulates the induction programme intended for Board members immediately after their election, and ensures that they are provided with ongoing information and training on Company-related matters. Finally, the Company Secretary ensures the efficient organisation of the shareholder's meetings and the good communication in general of the latter with the Board of Directors, with a view to ensuring the Board's compliance with the applicable legal and regulatory requirements.

1.3 COMPOSITION, SUCCESSION AND EVALUATION

Principle J: Board appointments and succession planning

The Remuneration and Nomination Committee is responsible for making recommendations to the Board on appointments against objective criteria and with due regard for the benefits of diversity on the board, including gender, breadth of experience, amongst other criteria. It is in the Committee's remit to prepare a description of the role, capabilities and personal attributes required for a particular appointment; to develop criteria for identifying and evaluating director candidates. Also it is part of the Committee's remit to care for the orderly succession and make recommendations for appointment and reappointment by the Board of both executive directors and independent non-executive directors.

During the last quarter of 2020, the Company for the first time launched a succession planning exercise which was supervised by the Remuneration and Nomination Committee and sponsored by the Chairman & CEO. The exercised was implemented with the help of our Board Advisors Egon Zehnder, utilizing their global fact-based Succession Planning framework. Objective of the exercise was to assess top executives and provide insights for their ability to cope with their current remits and improve their readiness to assume enhanced roles as well as how to best leverage their untapped potential. The exercise covered the Chairman/CEO and the senior executive team. A series of interviews and various forms of psychometric tools were utilized, including a 360-degree feedback. This initiative will be concluded by March 2020, followed by a de-brief of the full Board by our consultants. As part of the exercise, individual feedback and development reports will be shared, as well as a Company overview highlighting areas of organizational opportunity.

The Company has adopted a Diversity Policy in which it acknowledges that diversity at the workplace in the broader sense may increase the potential for accessing a greater range of solutions to issues of business strategy, thus increasing its competitive advantage. The Company had set measurable targets concerning the representation of women by 2020. In 2021 the Company will exceed the set goal, as the new member elected on 02.02.2021 raises the number of women on the Board of Directors to three, that is to 27%.

Principle K: Skills, experience and knowledge

In addition to the above, it is up to the Remuneration and Nomination Committee to make recommendations for approval by the Board of the membership of Board committees. The current Board of Directors was elected by the General Meeting of the Shareholders on 07.06.2018 for a term of four (4) years, due to expire on 06.06.2022. The Board skill matrix is available in section 2.2 of the corporate governance statement. The table with the qualifications of the members of the Board of Directors and their CVs are available on the Company's website[https://www.mytilineos.gr/en-us/board-of-directors/list].

Principle L: Board and director evaluation

It is in the RemNom Committee's remit to establish and oversee an objective and rigorous evaluation process of the Board and committees of the Board. The Chair of the committee has overall responsibility for the process and should involve the board vice chair A' and the Lead Independent Director as appropriate; the board vice chair A' leads the process that evaluates the board and the Lead Independent Director leads the process that evaluates the Chair of the Board. Board, committee and individual board and committee members evaluations shall take place every year and externally facilitated every three or sooner and the outcomes of board evaluation shall be shared and discussed with the board and inform and influence the succession process.

In 2020, a Board Effectiveness Review took place for the first time under the guidance of Egon Zehnder with face-to-face interviews on behalf of the Remuneration and Nomination Committee. Moreover, a separate initiative launched for the first time was an annual evaluation of the Chairman & CEO, led by the Lead Independent Director and reviewed by the Remuneration and Nomination Committee.

Provision 17. Nomination committee

The Remuneration and Nomination Committee was established by Board of Directors' resolution of 07.06.2018 and is composed of three (3) independent non-executive Directors. The Committee is supported by the Company Secretary. The Chair of the board is not a member of the committee.

The Company sought to achieve the optimum diversity of skills, views, competences, knowledge, qualifications and experience, including gender representation, in the composition of the Board. Support and assistance was provided by Egon Zehnder, who advised on the process of identifying needs, candidate assessment and selection of directors.

The selection and assessment process that the Company adopted was as follows:

The process of need identification involved profiling the required skill set and projected needs, key competencies functional skill sets and industry backgrounds for the members of the Company's Board. Based on these, role specifications were prepared, and the search strategy was defined.

The identification of potential candidates included individual early due diligence and background checks, in order to prepare a list of candidates who were then interviewed by the Company.

The core competencies used for assessing all individual candidates were the following:

  • Board results orientation
  • Strategic orientation
  • Collaboration & influencing
  • Independence & integrity

Additional Selection Criteria:

In addition to the core competences, account was also taken of the following experiences, skills and qualities, so as to ensure that the Board as a whole would be credible and knowledgeable with sufficient

business acumen, and able to properly evaluate corporate performance and support the Management, as well as to provide directions and guidance where and as required:

  • Understanding of finance, strategy, technology, marketing, leadership and international know-how
  • Integrity, accountability, sound judgment, confidence, incisiveness
  • Diversity in terms of age, gender and professional experience.

After reviewing the potential conflicts of interests of the nominees, the Company came to the conclusion that no such conflicts existed.

Provision 18. Director election

The board has a term of four years and all of its members are subject to re-election. Elections take place every four years. The current board was appointed by the 2018 AGM. Nominees were submitted unbundled to the General Meeting of the Shareholders for approval.

Provision 19. Length of service of Chair

The Chair has been serving for over 27 years. However, since the transformation of the company in 2017 the length of service for the Chair is 3 years for Mr. Mytilineos. Mr. Mytilineos moreover is the architect of the company strategy currently underway, hence his vision, knowledge, and involvement are integral to its materialization. The Remuneration and Nominations Committee is working on the overall succession plan, in order to ensure an even stronger Board of Directors and a pool of talent to meet the strategic challenges that will arise. During the last quarter of 2020, the Company for the first time launched a succession planning exercise which was supervised by the Remuneration and Nomination Committee and sponsored by the Chairman & CEO. The exercise was implemented with the help of the external consultant Egon Zehnder. The goal is to complete this process by March 2021.

Also in 2020, the role of the Lead Independent Advisor was strengthened, and in 2021 the overall independence of the Board of Directors will be strengthened.

Provision 20. Appointment process

The external consultant, Egon Zehnder, provided support and assistance for the appointment of the current board. They advised on the process of identifying needs, candidate assessment and selection of nonexecutive directors. They also provided services to the Remuneration and Nomination Committee on issues related to the Board evaluation, the nominee search for an independent non-executive Director, as well as the succession planning exercise for the executive members of the Board of Directors. Egon Zehnder provided services for the succession planning for the other members of the Company's Executive Committee. Apart from that, they have no other relationship with the company or with members of the Board of Directors.

Provision 21. Board evaluation

In November 2019 the Remuneration and Nomination Committee commissioned an effectiveness review (processes and behaviours with focus on key issues) of the Board and its Committees for the board that was appointed at the AGM 2018. The review was facilitated by Egon Zehnder.

The methodology used was completing a qualitative questionnaire followed by structured face-to-face interviews with each Board member, covering both Board processes and behaviours. In addition, the external consultant observed a Board meeting. The objective was to calibrate the collective effectiveness of the Board and provide recommendations on initiatives to be implemented to continuously enhance the effectiveness of the Board. Areas covered included those of Efficiency, Engagement, Resilience, Energy, Balance and Alignment.

During the third quarter of 2020, the findings and recommendations were submitted to the Remuneration and Nomination Committee and then to the Board of Directors. The recommendations were reviewed at Board level during 2020 and a plan of initiatives was approved. As a follow-up step, the Non-Executive Directors met separately and discussed further initiatives to build on the specific role of the Non-Executive Directors. The Remuneration and Nominations Committee will also monitor progress.

A separate initiative which was launched for the first time was an annual evaluation of the Chairman & CEO, led by the Lead Independent Director and reviewed by the Remuneration and Nomination Committee. The evaluation was carried out along different areas of CEO accountability, including Strategic Development, Organizational effectiveness, ESG progress and delivery of 2020 Financial Targets. The evaluation was discussed with the Chairman & CEO both individually and at Board level and was a critical input into the 2020 STIP review.

Provision 22. Evaluation follow-up

On the conclusion of the evaluation, the recommendations were reviewed at Board level during 2020 and a plan of initiatives was approved. As a follow-up step, the Non-Executive Directors met separately and discussed further initiatives to build on the specific role of the Non-Executive Directors. The Remuneration and Nominations Committee will also monitor progress. The Remuneration and Nominations Committee will monitor that any weaknesses identified are addressed.

Provision 23. Reporting on the Nomination Committee

In order to fill the vacancy of an independent non-executive member of the Board of Directors, the Remuneration and Nomination Committee, taking into account a) the Company's strategy and b) the results of the Board of Directors evaluation, described the role, skills and necessary personal characteristics which will enhance the knowledge and skills of the Board as a whole.

The Committee employed the services of Egon Zehnder, the independent external advisor who had also provided advise to the Company on the 2018 nominee search for the current Board. The Committee reviewed a long list of candidates, which was shortened subsequently, interviewed candidates so to propose Ms. Natalia Nikolaidis as preferred nominee to the Board. Ms. Nicolaidis brings solid international experience specifically in the areas of Corporate Governance, Compliance and Risk Management, which will complement well the current capabilities of the Board. The Board appointed Ms. Nikolaidis as independent non-executive member on 02.02.2021.

There were no appointments during 2020. For future appointments the Remuneration and Nomination Committee shall prepare a description of the role, capabilities and personal attributes required for a particular appointment. Essential feedback for new appointments will come from the board effectiveness review which is underway together with the succession planning exercise which is scheduled to be completed by Q1 2021.

Moreover, the Committee reviewed the non-executive directors as for:

  • the balance of the number of independent non-executive directors;
  • the length of service of independent non-executive directors;
  • any situational conflict which a director may have with the interests of the Company.
  • gender representation

By end 2019 the length of service on the board of the LID exceeded 9 years so that he could not be considered independent the Board of Directors appointed a new Lead Independent Director on 07.07.2020.

In addition, the vacancy of an independent non-executive member of the board of directors was filled on 02.02.2021 by a woman.

The Company has developed a diversity policy regarding the members of the Board of Directors and senior executives, which states clear objectives, presented in detail in Chapter 6 of the Corporate Governance Statement. As at 31.12.2020 gender diversity at Board level stood at 20%, while on 02.02.2021 it was increased to 27%.

1.4 AUDIT, RISK AND INTERNAL CONTROL

Principle M: Internal and external audit

The Audit Committee of the Company has been established with the purpose of assisting the Board of Directors to fulfil its oversight responsibilities of the audit procedures for complying with the legal and regulatory framework regarding: (a) financial information, (b) internal audit, (c) the system of internal controls and the risk management system, and (d) supervision of the (external) statutory audit of the Company's individual and consolidated financial statements.

While all members of the Board individually and collectively have a duty to act in the interests of the company, the Committee has a particular role, acting independently from the executive Board Members, to ensure that the interests of shareholders are properly protected in relation to financial reporting and internal control and risk management systems. However, the Board has overall responsibility for the Company's approach to risk management and the system of internal controls.

The Audit Committee reviewed and revised its terms of reference to comply with EU and national legislation also taking into account of the provisions of the United Kingdom Corporate Governance Code - 2018, and of the FRC Guidance on Audit Committees 2016.

Principle N: The company's position and prospects

At the end of each business year, the Board of Directors prepares the annual financial statements, the annual consolidated financial statements and the management report.

The financial statements constitute a single comprehensive set and give a fair presentation of the recognized assets, liabilities, equity, income, expenses, profit and loss, as well as the cash flows of the period concerned, as the case may be, in conformance with the law. More specifically, the Board of Directors is required to prepare, pursuant to the above provisions: (a) the Balance Sheet or Financial Position Statement, (b) the Income Statement, (c) the Statement of Equity Change, (d) the Cash Flow Statement, (e) the Notes to the Financial Statements.

The management report provides:

(a) A fair review of the development and performance of the Company business and its position, together with a description of the principal risks and uncertainties faced by the Company;

(b) A review that presents a balanced and comprehensive analysis of the development and performance of the Company business and position, consistent with the size and the complexity of the Company;

(c) To the extent necessary for an understanding of the development, performance or position of the Company, the said analysis shall include both financial and, where appropriate, non-financial key performance indicators relevant to the particular business of the Company, including information on environmental and labour issues. In the context of this analysis, the report includes, where appropriate, references and additional explanations on the amounts shown in the annual financial statements.

In the management report the Company includes:

(a) a non-financial statement that includes information, to the extent necessary for an understanding of the development, performance, position and impact of its activities in relation, as a minimum, to environmental, social and labour issues, the respect of human rights, anti-corruption and anti-bribery practices.

(b) the corporate governance statement; this statement is included as a separate part in the management.

Principle O: Determining and managing risks

The Board defines the strategy and the is informed on significant risk factors such financial, environmental, social, health and safety, and governance.

The Company has defined risk as a set of uncertain and unpredictable situations that may affect all its activities, its business operation and its financial performance, as well as the implementation of its strategy and the achievement of its goals

In line with this approach, it has established a specific risk management approach in all its areas of activity where certain risks have been recognized. This approach consists of the following steps:

  • Identification and assessment of risk factors
  • Planning of the risk management policy
  • Implementation and evaluation of the risk management policy.

The Company has defined specific and comprehensive Risk Management Procedures. All executives are involved in the process of identifying and initially assessing risk to facilitate the work of the management of of each business sector and the Board of Directors in the planning and approval of specific actions within the approved Risk Management Procedures.

With regard to Non-Financial Information, since 2010 the Company has introduced a specific Stakeholder engagement process for evaluating the materiality of the sustainability issues which are related to its activity sectors. This process, combined with the corresponding prioritization of these issues by the Company's Business Units, is at the core of the accountability policy applied by the Company.

The process for determining the material sustainability issues is an ongoing exercise that is constantly developed and improved. The purpose of this process is to highlight the issues that reflect the Company's significant environmental and social impacts and influence substantially the decisions of its Stakeholders.

By identifying and understanding the material sustainability issues, the Company formulates and develops its uniform business strategy and its aims, targets and social and environmental initiatives.

Last but not least, the Company conducts regular internal audits to ensure the appropriate and effective implementation of the risk identification and assessment processes and of the management policies for such risks.

Provision 24 Audit committee composition

The Audit Committee consists of non-executive Board Members and of members elected by the General Meeting of shareholders. The term of office of the Committee members is proportionate to the term of office of the Board, which is four years. The Committee members as a whole have competence relevant to the sectors in which the Company operates and at least one of its members is a chartered accountant, on dispensation or retired, or has a proven track record in auditing and accounting. The current Audit Committee includes a member elected directly by the AGM in accordance with Law 4449/2017, who is not a director. As this person was a member of the Audit Committee before the new members were appointed, he maintained his position for reasons of follow-up. Appointments to the audit committee are made by the Board on the recommendation of the Company's Remuneration and Nomination Committee. The Committee Chair is appointed by the committee members. The chair of the board cannot be a member of the Committee.

Provision 25 Role of the audit committee

When requested by the Board, the Audit Committee assesses whether the annual financial report, including the annual financial statement and the management report, reflects in a true, fair, balanced and understandable manner the development, performance and financial position of the company and of the businesses included in group consolidation, taken as a whole.

The Committee considers and examines the most significant issues and risks that may have an impact on the Company's annual and interim financial statements and other periodic financial information, as well as the critical judgments and estimates made by Management in their preparation. For the above issues and risks the Committee has regard to matters communicated to it by the External Auditor, as well as his view of Management's estimates, and informs the Board.

The Board has ultimate responsibility for the Company's internal control and risk management systems, including the System of Financial Internal Controls and the Financial Risk Management System. It is in the Audit Committee's remit to oversee them and to inform the Board accordingly. There is no separate risk committee at board level.

The Committee has primary responsibility for the appointment of the key audit partner (external auditor). This includes negotiating the fee and scope of the audit, initiating a tender process, influencing the appointment of an engagement partner and making formal recommendations to the board on the appointment, reappointment and removal of the external auditors.

The Internal Control Division is functionally independent of any other organizational unit of the Company. The Director of the Internal Control Division is appointed by the Board on recommendation of the Audit Committee. It is up to the Committee to ensure that the internal audit functions in accordance with the International Standards for the Professional Practice of Internal Auditing. The Committee reviews and approves the role of the Internal Control Division, approves the annual audit program and monitor, inspects and examines the effectiveness of its work.

The Audit Committee assesses the independence and objectivity of the annually in accordance with articles 21, 22, 23, 26 and 27 of law 4449/2017 and with articles 4 and 6 of Regulation (EU) no. 537/2014 and in particular assesses the appropriateness of the provision of non-audit services to the Company in accordance with article 5 of Regulation (EU) no. 537/2014.

The Audit Committee takes into account the regular auditor's annual declaration of independence and discusses with him threats that may call into question his independence, as well as ways to ensure that these threats are addressed. The Audit Committee examines whether the relationships, taking into account the views of the external auditor, the Management and the internal auditor, as appropriate, appear to affect the auditor's independence and objectivity.

The Committee assesses the effectiveness of the audit process considering of mind-set and culture; skills, character and knowledge; quality control; and judgment, including the robustness and perceptiveness of the auditors in handling key judgements, responding to questions from the Committee, and in its commentary where appropriate on the systems of internal control.

The Committee is responsible for approving non-audit services, that are not prohibited by law. The Committee ensures that the provision of such services does not impair the External Auditor's independence or objectivity by applying judgement, including assessing:

  • threats to independence and objectivity resulting from the provision of such services and any safeguards in place to eliminate or reduce these threats to a level where they would not compromise the auditor's independence and objectivity;
  • the nature of the non-audit services;
  • whether the skills and experience of the audit firm make it the most suitable supplier of the non-audit service;
  • the fees incurred, or to be incurred, for non-audit services both for individual services and in aggregate, relative to the audit fee, including special terms and conditions (for example contingent fee arrangements); and
  • the criteria which govern the compensation of the individuals performing the audit.

Provision 26. Reporting on the audit committee

The Audit Committee met twelve (12) times in 2020. All the committee members attended the meetings and dealt with the following topics:

Financial statements

The Company's Finance General Division informed the Audit Committee of the Company's Financial Statements, both at company as well as at consolidated level, which were prepared in accordance with the IFRS for the year ended December 31, 2019. At the same time, the Audit Committee also was informed regarding the main accounting assumptions the Company adopted for preparing the Financial Statements which did not differ from those adopted by the Company in 2019, and regarding the key issues the Finance Division considered while preparing these Statements. The Audit Committee drafted an explanatory report for the Board of Directors and recommended that the Board approve the Statements.

In this report, the Audit Committee explained to the Board how the mandatory audit contributed to the integrity of financial reporting and what the role of the Audit Committee was in this process.

The Company's Finance General Division also informed the Audit Committee of the Company's Condensed Interim Financial Statements both at individual as well as at the consolidated level, which were prepared in accordance with the IFRS for the period between 1.1.2020 and 30.6.2020. During the presentation, the Audit Committee again was informed of the main accounting assumptions adopted by the Company for regarding the main accounting assumptions the Company adopted for preparing the Condensed Interim Financial Statements, which do not differ from those the Company adopted in 2019. The Audit Committee drafted an explanatory report for the Board of Directors and recommended that the Board approve these Financial Statements.

The Committee was also informed about the trading updates for the first quarter and the third quarter of 2020, released by the Company, respectively.

The Commission approved the various press releases accompanying the publication of the financial statements and data.

The Internal Audit Division (IAD)

The IAD presented its Annual Report on the 2020 Operations to the Audit Committee. The Audit Committee approved the IAD's Annual Audit Plan for 2020, which was drafted after the Division's risk assessment so as to prioritize areas for audit. The Audit Committee also approved the revision / update of the IAD's annual audit plan for the second half of 2020. The Committee was also informed of the impact on the work of IAD caused by the Covid-19 pandemic.

The Audit Committee also was informed of the audits the IAD conducted and the reports it issued in 2020 on the following issues:

  • The Certification and Delivery of Maintenance and Production Works
  • METKA EGN's Talasol Project in Spain
  • Sampling Inventory of the Stocks of the Central Warehouse of the Metallurgy Business Unit
  • Diagnostic Review on Communication Marketing Strategy
  • The Inter-company balances and transactions as at 31.12.2018
  • Sampling Inventory of the Stocks of the EPALME Warehouse of the Metallurgy Business Unit
  • Sampling Inventory / Warehouse Management of the EPC Sector at the factory in Volos
  • The Management of the Local Procurement of the factory in Volos
  • Orders without purchase request, settlement orders and receipts
  • Sales Large Customer Management / Public Sector / HVSME
  • The Assignment of Tasks to External Associates of the Central Functions / Support Functions –
  • Divisions a) Human Capital and b) Corporate HR
  • Logistics and Procurement's purchases of Raw Materials of the Factories
  • Rights to represent and bind the Company
  • Assignment of Tasks to External Associates of the Central Functions / Support Functions Legal Affairs Division
  • Health -Safety & Environment (HSE) at EPALME
  • Access rights
  • The ATACAMA Project in Chile
  • The Scrap Al Purchasing Process for the Agios Nikolaos Factory
  • Sampling Inventory of the Stocks of the Central Warehouse of the Metallurgy Business Unit at the Agios Nikolaos Factory.
  • The Consumption of Aluminium Fluoride in Electrolysis
  • The Procedure for Submission and Approval of Investments in BOT Projects
  • Sales and Credit Risk Management of TED Metallurgy Business Unit
  • The Regulatory Framework for Corporate Governance

The Committee was also informed of IAD's proposed audit and budget plans for 2021, which were approved by the Committee.

The Audit Committee drafted the annual evaluation of Mr. Antonis Papageorgiou, the IAD Director and was informed of the start of the evaluation process of staff in the Internal Audit Department for 2019.

The Audit Committee approved a presentation to the Board of Directors of the findings of PWC's and the IAD's second phase audit of the Company information systems.

External Auditors

Following a proposal by the Company's Finance Division, the Audit Committee proposed to the Board of Directors that Grant Thornton be reappointed as External Auditors for the audit of the Company's and the Group's Financial Statements for the year ended 31 December 2020.

The External Auditors confirmed their independence to the Committee and presented to the Committee their audit plan for the audit of the Company and Group Financial Statements, for the year ended December 31, 2020.

Also in 2020, the External Auditors informed the Committee of the progress of their audits and of their findings. In 2020, the Committee also met with the External Auditors without the presence of members of the Management.

The External Auditors presented to the Audit Committee their reports on the audit of the Company and Group Financial Statements for the year 2019, also their review of the Condensed Interim Financial Statements for the first half of 2020. The main issues the Auditors examined during their audits were discussed.

The External Auditors also presented to the Audit Committee their special report, as provided by the legislation (Law 4449/2017 and E537/2014), on their audit of the Company and Group Financial Statements for the year ended 31 December 2019.

The External Auditors confirmed their independence to the Audit Committee and presented their audit plan for the audit of the Company and Group Financial Statements for the year ended 31 December 2019. The External Auditors also described the findings that emerged from the evaluation of the internal procedures of the audit of the year 2019 (Management letter).

The External Auditors also informed the Committee of the completion of their work for the tax audits of fiscal years 2018 and 2019.

Following various requests by the External Auditors regarding the provision of services to the Company, beyond audit services, the Audit Committee having ascertained that the relevant legislation permits this to be conducted by the Company's External Auditors, moreover and that fees for these services do not affect the External Auditors' independence, the Committee approved the provision of such services.

Meetings with Company executives and other issues

The Committee was briefed by the Non-Financial Risk Officer on the identification of new risks in view of COVID-19 and in general on the course of work within his remit.

The Committee was briefed on the progress of the "Assessing the competence of central functions and central support functions in the COSO 2013 framework" project.by the relevant executives of the Company, as well as by the external consultant Ernst & Young. It also was briefed on the Trophy Project and generally on projects related to departmental procedures, related to the flow of financial information.

The Committee also was informed on the work of the Compliance Division.

Other matters

The Committee was briefed about the clarifications by the Hellenic Capital Market Commission regarding the application of provisions no. 3 and 4 of Law 3016/2002 and Article 44 of Law 4449/2017 after the adoption of the new law on Corporate Governance. It also was briefed about the issuance of circulars and decisions of the Hellenic Capital Market Commission regarding the Fit & Proper Policy and Sanctions.

The Committee approved the Committee's work plan for the year 2020 and prepared reports to the Board of Directors of the Company on the Committee's activities for the year ended December 31, 2019, and for the quarters ended 31 December, 2019, 31 March, 2020, 30 June 2020, and 30 September 2020.

Provision 27. Confirmation that the annual report is a fair, balanced and understandable representation

The directors certify that (a) the annual financial statements of the Company drawn up in accordance with the applicable accounting standards, reflect in a true manner the assets and liabilities, equity and results of Mytilineos, as well as of the businesses included in the Group consolidation, taken as a whole and also that (b) the report of the Board of Directors reflects in a true manner the development, performance and financial position Mytilineos and of the businesses included in the Group consolidation, taken as a whole, including the description of the principal risks and uncertainties.

Provision 28. Risk assessment

Financial and non-financial risk assessment is provided in the board's Management Report included in the Annual Report.

Provision 29. Risk management and internal controls

Discussed in section 5 of the Corporate Governance Statement

Provision 30. Going concern statement

In the annual and half-yearly financial statements, the board states that such statements have been compiled based on the historic cost principle as amended by the readjustment of specific asset and liability items into market values, the going concern principle and are in accordance with the International Financial Reporting Standards (IFRS) that have been issued by the International Accounting Standards Board (IASB) and their interpretations that have been issued by the International Financial Reporting Interpretations Committee (IFRIC) of the IASB.

Provision 31. Viability statement

The Company does not prepare a viability statement, since the long-term viability assessment (longer than 12 months) is not required under the International Financial Reporting Standards (IFRS) that the Company applies in accordance with the law, or under the International Standards on Auditing (ISA).

1.5 REMUNERATION

Principle P: Long-term focused remuneration

At the 2019 AGM shareholders approved a new Board Remuneration Policy, compliant with SRDII, and effective for four years from 2019 unless earlier revised and/or amended by virtue of another General Meeting's resolution. The Policy was prepared with the help of an external consultant, Korn Ferry, and is in accordance with the EU Shareholder Rights Directive, as incorporated into Greek legislation by virtue of Law 4548/2018.

The Policy applies to the remuneration of all Company's members of the Board of Directors. The Policy sets out details of both (i) the current rights and obligations; and (ii) the terms under which future remuneration may be offered to current and / or new Directors as long as the Policy is in Force.

The Policy considers European best practices for listed entities, whilst reflecting the current Executive Directors' remuneration arrangements. In addition, the Policy takes into consideration the provisions of the Company's articles of association, the Company's corporate governance code and the Company's by-laws.

In short the board remuneration policy is as follows:

Executive Directors of the Board

Principles of Remuneration Policy

The remuneration policy for the Executive Directors contributes to the Company's business strategy and long-term interests and sustainability by:

  • Providing a fair and appropriate level of fixed remuneration that does not result in over reliance on variable pay and undue risk taking, thereby encouraging the Executive Director to focus on sustained long-term value creation.
  • Providing a balance of short and long-term incentives to ensure there is focus on short term objectives that will over time build to create long-term value creation, as well as long-term goals.
  • Expecting Executive Directors to acquire and retain shares in the Company thereby being aligned to the long-term performance and sustainability of the Company and its shareholders.
  • Including long-term incentives where the reward is delivered in shares which aligns Executive Directors to shareholder interests and value, as well as the performance of the Company over the longer term.
  • Requiring performance measures in any long-term incentive to be measured over the longer-term.
Form of compensation Cash
Value determination (on-target performance) CEO: up to 125% of fixed remuneration
Other
Executive
Directors:
up
to
50%
of
fixed
remuneration
Targets
Financial targets (at least 60% weight)

Non-financial targets (up to 40% weight)
NB: To activate the Short-Term Incentive Program, the
Company must achieve at least 85% of the EBITDA target.
In addition, the Short-Term Incentive Program pay-out is
subject to the achievement of a predefined target in
terms of environmental, health and safety, as well as
corporate social responsibility criteria. In case those are
not met, the pay-out is decreased according to the level of
achievement.
Maximum performance Scenario Up to 200% of the on-target incentive payout

Short-Term Incentive Plan

Form of compensation Shares or in cash equivalent, provided the Executive
Director to buy company shares at 30% of total value
granted and hold them for 2 years
Value determination (on-target performance) for CEO: 100% of fixed remuneration
granted shares Other Executive Directors: 60% of fixed remuneration
Criteria for vesting Enterprise Multiple
Maximum performance Scenario 150% of the on-target incentive payout
Vesting Schedule 30% on year 5, 30% on year 6, 40% on year 7

Long-Term Incentive Plan

Non-Executive Directors of the Board

Key Remuneration Principles

The Non-Executive Directors are paid a basic board fee which is fixed and covers for the time required to perform their duties. This fixed fee covers for the time to attend in Board meetings and includes travelling and preparation time. Supplemental fees may be paid to the Non-Executive Directors for additional responsibilities and activities, which exceed the scope of the duties assigned including but not limited to, attending site visits, and meetings with management.

There is no performance-based variable pay or pension provided to the non- executive Chairman or Non-Executive Directors.

Reasonable business expenses incurred by the Non-Executive Directors in carrying out their duties may be reimbursed by the Company such as professional courses, purchasing reading material to ensure they are up to date on any relevant matters, taking into account any internal policy that is applicable.

The complete remuneration policy document is available on the Company's website at https://www.mytilineos.gr/en-us/general-meetings/of-mytilineos-shareholders.

Principle Q: Transparent remuneration procedures

The Remuneration and Nomination Committee of the Company (the "Committee") has worked with all relevant units of the Company, as well as an independent remuneration consultant (Korn Ferry), to arrive at this Policy, which has been recommended to and approved by the Board of Directors by virtue of a resolution dated 9 May 2019.

The process for the approval of the Policy (and any amendments thereto) is determined by the Company's articles of association and Law 4548/2018.

The Committee submits the Policy for approval to the Board of Directors. No member of the Board of Directors shall be present when their own remuneration is discussed. Once agreed by the Board of Directors, the Policy is submitted for approval at the Company's Annual General Meeting of Shareholders.

The Committee will consider regularly whether the Policy continues to be aligned to the Company's business strategy or whether amendments should be recommended to the Board of Directors. Every four years (or earlier on a need for change) on the recommendation of the Committee, the Board of Directors will seek the Shareholders' approval of any new Policy.

Principle R: Exercising discretion

The aim of this Policy is to ensure the Company is remunerating its Directors on the basis of the Company's short and long-term business plan, so as to continue creating value for customers, shareholders, employees and the Greek economy.

The level of fixed pay – salary and directors' emoluments – for both Executive and Non-Executive Directors is established on the basis of paying fair and reasonable remuneration for the best and most appropriate person for the role, taking into account the level of responsibility, as well as the knowledge and experience required to deliver upon expectations, while ensuring that the Company pays no more than is necessary, always supporting its longer-term interests and sustainability.

The Policy provides for variable compensation arrangements for Executive Directors to further align the Executive Directors' interests with those of the Company as the performance conditions used will be based on indicators of the long-term success and sustainability of the Company.

The Policy does not include any variable compensation for Non-Executive Directors to ensure that there is no conflict of interest in the decision making of the Non-Executive Directors and their ability to challenge management's risk-taking decisions.

Provision 32. Remuneration and Nomination Committee composition

The Remuneration and Nomination Committee was constituted as a Committee of the Board of Directors in accordance with the Articles of Association and the Company by-laws.

The role of the Committee is to assist the Board to fulfil its responsibility to shareholders to ensure that the remuneration policy and practices of the Company reward fairly and responsibly, with a clear link to corporate and individual performance, and to set the procedures and lead the process for Board appointments, to consider and make recommendations individuals as members of the Board, for Board approval, having regard to legal, statutory and regulatory requirements, investor guidelines and the UK Corporate Governance Code 2018.

The Committee comprises of three members, all of whom are Independent Non-Executive Directors appointed by the Board of Directors. The Chair of the Committee is appointed by the Committee members. The current Chair of the Committee has many years experience, including international experience, in remuneration committees https://www.mytilineos.gr/en-us/business-structure/info. On 07.07.2020 the same person was appointed as Lead Independent Director by the Board of Directors.

Provision 33. Role of the remuneration committee

The Committee has not delegated responsibility but submits the policy for executive director remuneration to the board for approval.

Fixed pay for the Chair, who is also the CEO currently, and for the executives of the Company is set by the Board of Directors upon the recommendation of the Committee, taking into account levels of pay at other companies of a similar size for roles of similar scope and responsibility. Additionally, the contract for the Chair/CEO has been approved by a resolution of the general meeting of shareholders.

The remuneration policy for the Executive Directors, as for all employees, is based on the principle of paying fair and reasonable remuneration for the best and most appropriate person for the role while ensuring that the Company pays fairly and competitively and in the longer-term interests and sustainability of the Company.

The Committee and Board of Directors receive periodic updates on the wider employee remuneration structure and practices within the Company, which are considered when establishing and revisiting the Policy. This is to ensure that remuneration practices and structure are as consistent as possible across the Company, while acknowledging that the structure of remuneration for Executive Directors is necessarily different to that of less senior employees as a result of their role and ability to impact the performance of the business.

In addition, the Committee and Board of Directors are provided with information on remuneration trends across the Company including average pay increases along with any relevant economic data, such as the rate of inflation to take into account when operating the Policy.

Provision 34. Non-executive director remuneration

The remuneration of the non-executive directors is determined by the board on the recommendation of the Chairman and CEO in accordance with the remuneration policy. The remuneration of non-executive directors is not comparable to the structure of remuneration for the employees and executive directors of the Company. The Non-Executive Directors are paid a basic board fee which is fixed and covers for the time required to perform their duties. Supplemental fees may be paid to the Non-Executive Directors for additional responsibilities and activities, which exceed the scope of the duties assigned including but not limited to, attending site visits, and meetings with management.

Provision 35. Use of remuneration consultants

The Remuneration and Nomination Committee appointed Korn Ferry, an independent remuneration consultant, to work with the committee in drafting the policy. The consultant assisted the Committee in their engagement with the Management Team and worked with all the relevant management units of the company. To arrive at the Policy the consultant discussed with the Committee the requirements of L.4548/2018, which transposed the SRDII, and the UK Corporate Governance Code.. Korn Ferry is not affiliated with members of the Board of Directors and provides remuneration consulting services to the General Division of Human Resources.

Provision 36. Durations of retention

In the Long-Term Incentive Program, the fees are set at 30% in year 5, 30% in year 6 and 40% in year 7. With the approval of the Board of Directors, the payment can be made in shares or in the equivalent of value in cash with the obligation of the Executive member of the Board of Directors to buy shares of the Company, at a rate of 30% of the total value granted, as well as to hold them for 2 years.

Provision 37. Discretion and recovery

Temporary derogations from the Policy may be allowed in exceptional circumstances, for example in circumstances of recruitment or retention, where it is considered by the Board of Directors necessary to serve the long-term interests and sustainability of the Company as a whole, or to assure its viability. Any derogation is required to be considered and approved by the Board of Directors. The elements of the Policy from which a derogation is possible are those which determine short and long-term incentives.

Payments under the short-term incentive scheme will be subject to recovery for a period of at least 3 years from payment in the event of certain specified events including inaccurate financial statements of previous years or otherwise erroneous financial data used to calculate such short-term incentive scheme payouts and misconduct.

Provision 38. Pension Contributions

Retirement allowance is offered to executives in order to provide market competitive retirement benefits for recruitment and retention purposes. The Company may operate - not currently in force - a definedcontribution pension plan in which the Executive Directors may participate. The maximum contribution from the Company for Executive Directors is up to 25% of Fixed Pay.

Provision 39.Contract periods and bonuses on appointment and departure

The Remuneration and Nomination Committee ensures compensation commitments in directors' terms of appointment do not reward poor performance.

In case of termination of contractual arrangements with Executive Directors at the initiative of the Company, notice periods and termination payments shall be as provided by the applicable law provisions each time.

Currently, according to law, notice periods are up to 4 months based on the years of employment while the maximum amount for severance are up to 12 monthly salaries based on the years of employment.

Executive Directors of the Board, in their capacity as such, are not entitled to severance payments or other compensation by the Company, for loss of office or otherwise howsoever arising.

There is however a contract for provision of services between the Company and the current chairman and CEO, the terms of which, as approved by the ordinary general meeting of shareholders on 7th June 2018, provide, among others, for right to termination of the contract and compensation in case of change of control of the Company (including as a result of a Public Acquisition Offer).

Last, payments under both the short-term and long-term incentive schemes will be subject to recovery for a period of at least 3 years from payment in the event of certain specified events including inaccurate financial statements of previous years or otherwise erroneous financial data used to calculate such shortterm incentive scheme payouts and misconduct.

Provision 40. Design of remuneration policy

The remuneration policy for the Executive Directors, as for all employees, is based on the principle of paying fair and reasonable remuneration for the best and most appropriate person for the role while ensuring that the Company pays fairly and competitively and in the longer-term interests and sustainability of the Company.

Shareholder voting guidelines on Executive Directors' remuneration and best practice were taken into consideration as part of the process in formulating the Board Remuneration Policy.

The Committee and Board of Directors receive periodic updates on the wider employee remuneration structure and practices within the Company, which are considered when establishing and revisiting the Policy. Also the General Manager of Human Resources is invited to attend all or part of any meeting of the Committee to provide input on employment trends.

Provision 41. Reporting on the remuneration committee

The Remuneration and Nomination Committee held five (5) meetings. All members of the Committee attended all the meetings.

The Committee, worked with an independent remuneration consultant (Korn Ferry), to prepare for the first a Remuneration Report of the members of the Board of Directors in accordance with the current legislation and the SRD II, which was transposed into Greek law by Law 4548/2018 (https://www.mytilineos.gr/Uploads/genikes\_suneleuseis/2020/BOD\_Rem\_Report\_2019\_EN.pdf). The drafting of the Remuneration Report of the Board of Directors 2019 took into account the consultation of the European Commission, of 1 March 2019, regarding the guidelines for the standard presentation of the Remuneration Report under Community Directive 2007/36/EC, as amended by EU Directive 2017/828 regarding the encouragement of long-term active participation of shareholders (SRD II). The external auditors prepared a report on the pre-agreed procedures

(https://www.mytilineos.gr/Uploads/genikes_suneleuseis/2020/Report_of_the_Statutory_Auditor_on_the _Remuneration_Report_2019_en.pdf).

The Report describes how the Remuneration Policy 2019 was implemented, taking into account the basic remuneration principles, remuneration design planning, as well as the actual performance achieved at Company and executive level, during the year 2019. The report describes how the views of key institutional shareholders of the Company, where taken into account following the shareholder engagement that took place during the first CG Roadshow.

The Committee has ensured that the remuneration of the Executive Members of the Board of Directors is in line with and the operational strategy of MYTILINEOS and that they support it. This alignment is achieved as strategic business objectives are taken as the basis for setting the financial and strategic individual objectives of the Executive Board members.

The Report was submitted to the 2020 Ordinary General Assembly for an advisory vote and received positive votes at a rate of 99.56%. (https://www.mytilineos.gr/Uploads/genikes_suneleuseis/2020/Voting_Results_04.06.2020_ENG.pdf)

During the last quarter of 2020, the Company for the first time launched a succession planning exercise which was supervised by the Remuneration and Nomination Committee and sponsored by the Chairman & CEO. The exercise was implemented with the help of the independent consulting company Egon Zehnder, utilizing their global fact-based Succession Planning framework. Objective of the exercise was to assess top executives and provide insights for their ability to cope with their current remits and improve their readiness to assume enhanced roles as well as how to best leverage their untapped potential. The exercise covered the Chairman & CEO and the senior executive team. A series of interviews and various forms of psychometric tools were utilized, including a 360-degree feedback. This initiative will be concluded by March 2020, followed by a de-brief of the full Board by our consultants. As part of the exercise, individual feedback and development reports will be shared, as well as a Company overview highlighting areas of organizational opportunity.

Additionally, a Board Effectiveness Review took place for the first time under the guidance of Egon Zehnder with face-to-face interviews on behalf of the Remuneration and Nomination Committee. The objective was to calibrate the collective effectiveness of the Board and provide recommendations on initiatives to be implemented to continuously enhance the effectiveness of the Board. Areas covered included those of Efficiency, Engagement, Resilience, Energy, Balance and Alignment. The recommendations were reviewed at Board level during 2020 and a plan of initiatives was approved. As a follow-up step, the Non-Executive Directors met separately and discussed further initiatives to build on the specific role of the Non-Executive Directors.

Furthermore the aforementioned recommendations were considered in the Committee's search for an independent non-executive Board member. The Committee employed the services of Egon Zehnder, the independent external advisor who had also provided advise to the Company on the 2018 nominee search

for the current Board. The Committee reviewed a long list of candidates, which was shortened subsequently, interviewed candidates so to propose Ms. Natalia Nikolaidis as preferred nominee to the Board, in replacement of resigned independent non-executive Board member. Ms. Nicolaidis brings solid international experience specifically in the areas of Corporate Governance, Compliance and Risk Management, which will complement well the current capabilities of the Board. The Board appointed Ms. Nikolaidis as independent non-executive member on 02.02.2021.

A separate initiative which was launched for the first time was an annual evaluation of the Chairman & CEO, led by the Lead Independent Director and reviewed by the Remuneration and Nominations Committee. The evaluation was carried out along different areas of CEO accountability, including Strategic Development, Organizational effectiveness, ESG progress and delivery of 2020 Financial Targets. The evaluation was discussed with the CEO both individually and at Board level and was a critical input into the 2020 STIP review.

2. COMPOSITION AND FUNCTIONING OF THE BOARD OF DIRECTORS

2.1. Role and responsibilities of the Board

2.1.1 Acting collectively, the Board of Directors exercises the Management of the Company. It is responsible for managing (administering and disposing of) the Company's assets as well as for representing it, with the aim of strengthening its economic value and profitability and of safeguarding the Company's interests. The Board of Directors holds regular meetings at least once per month, and extraordinary meetings whenever important issues arise or decisions need to be made. The regular meetings of the Board of Directors are usually attended by all Board members. Thus far, the Board of Directors has never postponed making a decision because of lack of quorum.

According to the Articles of Association and the Company's Internal Regulations of Operation, the Board of Directors has the following basic competences:

  • Setting the strategic directions, including the sale or other disposal of the Company's shares, the acquisition of any enterprise or the proposal for the merging of the Company with another enterprise, which are submitted for final approval by the General Meeting of the Company's shareholders.
  • Adopting and implementing the general policy on the basis of the recommendations and suggestions made by the General Managers and Directors heading the Company's Business Units and Central Functions.
  • Managing and disposing of the Company's assets as well as representing the Company judicially or extra-judicially.
  • Drafting the Company's annual budget and business plan, defining and meeting its efficiency objectives, monitoring the Company's progress and controlling major capital expenditure.
  • Performing a full and effective internal audit of all the Company's activities.
  • Monitoring the effectiveness of the Corporate Governance principles, based on which the Company operates, and making the necessary changes when needed.
  • Defining the strategy and the risk management policy of the Company
  • Selecting, managing and developing the Company's senior executives and defining the policy for their remuneration.
  • Appointing an internal auditor and defining his/her remuneration.
  • Defining the accounting principle that the Company follows.
  • Making a brief presentation of the proceedings to the General Meeting of the Company's shareholders.
  • Preparing annual reports which state in detail all the transactions between the Company and its associated companies in accordance with the applicable laws.
  • Formulating, promoting and implementing the core values and principles of the Company, which govern its relations with all parties whose interests are linked to those of the Company.

2.1.2 Executive, Non-Executive and Independent Members of the Board

The Executive Members of the Board deal with the issues involved in the day-to-day Management of the Company and supervise the implementation of the Board's resolutions.

Non-Executive Members are charged with supervising the implementation of the Board's resolutions as well as with other issues or areas of activity of the Company that have been specifically assigned to them by resolution of the Board of Directors.

The Independent Non-Executive members are the members that have no business transaction or other commercial relation with the Company which could influence their independent judgement. In that sense, it is not possible to consider as an Independent member of the Board of Directors any person that: (a) has a business or other professional relation with the Company or with one of its associated companies within the meaning of IFRS 24, as applicable in each case, which influences its business activity and especially when this person is an important supplier of goods or services or a key customer of the Company, (b) is Chairman or General Manager of the Company or is Chairman or General Manager or Executive member of the Board of Directors of one of its associated companies within the meaning of IFRS 24 or has a relation of dependent or paid employment with the Company or with one of its associated companies, (c) has a second degree kindred relationship with or is the spouse of an executive member of the Board of Directors or a senior executive or a shareholder holding the majority of the share capital of the Company or one of its associated companies within the meaning of IFRS 24 (d) has been appointed in accordance with article 79 of L. 4548/2018. The Independent Non-Executive members of the Board may submit separate reports to the General Meeting.

The rules regarding the representation of the Company and the persons authorised to bind it are defined by special decisions of the Board of Directors.

2.1.3 Role of the Chairman

The Chairman of the Board of Directors coordinates and directs the Board's meetings and overall functioning. He heads the Board of Directors and is responsible for convening meetings, determining the agenda and ensuring the proper organisation of the Board's activities and the efficient conduct of its meetings. The Chairman is also responsible for ensuring the provision of timely and accurate information to the Board members, as well as for effective communications with all shareholders, seeking to guarantee the fair and equitable treatment of the interests of all shareholders. In the event that the Chairman is absent or prevented from attending, he is replaced in all his responsibilities and powers by the Vice-Chairman A', who is in turn replaced, when absent or prevented from attending, by the Vice-Chairman B'.

2.1.4 Role of the Non-Executive Vice-Chairman A'

The Board's Vice-Chairman A' replaces the Chairman of the Board in all of the latter's responsibilities and powers, in the event that the latter is absent or prevented from attending. The Vice-Chairman A' also chairs the procedure cornering the evaluation of the Board of Directors. Finally, he follows up on and ensures the smooth and effective collaboration and communication between the Board Committees and the Board of Directors.

2.1.5 Role of the Lead Independent Director

The Lead Independent Director is charged with coordinating the Board's Executive and Non-Executive Members and ensuring effective communication between them. He also chairs the procedure concerning the evaluation of the Chairman by the Board Members, as well as the meetings of the Board's Non-Executive Members. Finally, he is available and attends the General Meetings of the Company's shareholders, in order to discuss matters pertaining to corporate governance, as and when the need arises.

2.1.6 Role of the CEO

The CEO follows up on and checks the implementation of the Company's strategic goals, monitors its day-to-day management and sets out the guidelines for the Company's Business Units and Central Functions. He supervises and ensures the smooth, orderly and effective operation of the Company in accordance with the strategic goals, the business plans and the action plan, as these are specified by the resolutions of the Board of Directors and of the General Meeting of the Company's Shareholders. The CEO sits on and reports to the Board of Directors and implements the Company's strategic choices and key decisions.

2.1.7 Role of the Company Secretary

The Board of Directors appoints a Company Secretary. The Company Secretary is charged with minuting the meetings of the Board of Directors and of the Board Committees. The responsibilities of the Company Secretary include ensuring the efficient flow of information between the Board of Directors and the Board Committees, as well as between the Executive Management Team and the Board of Directors. The Company Secretary formulates the induction programme intended for Board members immediately after their election and ensures that they are provided with ongoing information and training on Company-related matters. Finally, the Company Secretary ensures the efficient organisation of the shareholder's meetings and the good communication in general of the latter with the Board of Directors, with a view to ensuring the Board's compliance with the applicable legal and regulatory requirements.

2.2. Size and composition of the Board

Soon after the merger, the Company evaluated the structure of its Board of Directors, taking into account best corporate governance practices, and proposed a new Board which was elected by the Annual General Meeting of 07.06.2018. More specifically, in considering the Board's structure the Company set as a goal to maximise the independence and strengthen the capabilities of the Board as a body and the relevant practices applied, by attracting members that collectively could contribute the functional and industry competences required, so that the Company could tackle the challenges in its business development going forward.

In line with the above, the Company sought to achieve the optimum diversity of skills, views, competences, knowledge, qualifications and experience, including gender representation, in the composition of the Board.

Support and assistance was provided by Egon Zehnder, who advised on the process of identifying needs, candidate assessment and selection of directors.

The selection and assessment process that the Company adopted was as follows:

The process of need identification involved profiling the required skill set and projected needs, key competencies functional skill sets and industry backgrounds for the members of the Company's Board. Based on these, role specifications were prepared and the search strategy was defined.

The identification of potential candidates included individual early due diligence and background checks, in order to prepare a list of candidates who were then interviewed by the Company.

The core competencies used for assessing all individual candidates were the following:

  • Board results orientation
  • Strategic orientation
  • Collaboration & influencing
  • Independence & integrity

Additional Selection Criteria:

In addition to the core competences, account was also taken of the following experiences, skills and qualities, so as to ensure that the Board as a whole would be credible and knowledgeable with sufficient business acumen, and able to properly evaluate corporate performance and support the Management, as well as to provide directions and guidance where and as required:

  • Understanding of finance, strategy, technology, marketing, leadership and international know-how
  • Integrity, accountability, sound judgment, confidence, incisiveness
  • Diversity in terms of age, gender and professional experience.

After reviewing the potential conflicts of interests of the nominees, the Company came to the conclusion that no such conflicts existed.

The final list of nominees submitted unbundled to the General Meeting of the Shareholders for approval. Elected Board members serve a term of four years.

According to the Company's Articles of Association, the Board of Directors should be composed of no fewer than seven (7) and no more than fifteen (15) members.

The Board of Directors has 10 members (11 members as of 02.02.2021, as independent non-executive member, who resigned on 31.12.2019, was replaced by an independent non-executive member, the appointment of which will be announced at the 2021 Annual General Meeting). The current Board of Directors was elected by the Annual General Meeting of Shareholders on 7 June 2018 for a term of four (4) years, due to expire on 07.06.2022.

The Board of Directors has appointed Mrs Leda Condoyanni as Company Secretary, with Mr Panagiotis Psarreas as her deputy.

The board profile matrix is as follows. Biographical details are available on the website https://www.mytilineos.gr/en-us/board-of-directors/list .

BoD Intemationa
Tenure in office (as Business membership International Academic I Capital
Name Status Committees Age Gender at 31.12.2020) leadership Finance experience Exposure Specialisation expenence Markets
Metallurgy, Electir
Power & Natural Gas,
Evangelos Mytilineos Chairman & CEO 66 M 28 years and 9 montl P P P P EPC
Vice-Chairman A' - Non-Executive
Spyridon Kasdas Member 74 M 2 years and 7 month: P P P Metallurgy, Mines
Vice-Chairman B' - Executive Legal & Regulatory
Evangelos Chrisafis Member 55 M 2 years and 7 months P Affairs, Energy
Lead Independent Director -
Independent Non-Executive Environment, Climate
Christos Zerefos Member 77 M 12 years and 7 months P Change P
Independent Non-Executive Corporate Social Responsibility
Panagiota Antonakou Member Committee (non BoD) 45 F 2 years and 7 month: P P II, Marketing
Independent Non-Executive
Emmanouil Kakaras Member Remuneration & Nomination Committee ದೆಹ M 2 years and 7 months P P Energy P
Remuneration & Nomination
Independent Non-Executive Committee, Corporate Social
Konstantina Mavraki Member Responsibility Committee (non BoD) 44 F 2 years and 7 month: P P P Finance, Commodities P
Corporate Social Responsibility
Dimitrios Papadopoulos Executive Member Committee (non BoD) 58 M 2 years and 7 month: P P P Banks, Investments P
Independent Non-Executive Remuneration & Nominattion 62 P P P P P
loannis Petrides Member Committee Chair, Audit Committee M 2 years and 7 month: Consumer products
Asset Management,
Alexios Pilavios Independent Non-Executive 67 P P P Capital Market P
Member Audit Committee Chairman M 2 years and 7 month: P Supervision, Banks
Independent Member of the Audit
Committee (non-Board member)
e lected by the General Meeting of Auditing, Supervision,
Constantine Cotsilinis the Shareholders Audit Committee 75 M 3 years and 7 months P Chartered Accountant
SECRETARIAT
Corporate Governance ,
Asset Management,
Leda Condoyanni Corporate Secretary Remuneration & Nomination Committee 59 F 2 years and 7 month: P P b P Corporate Affairs P
Vasiliki Prantzou Audit Committee Secretary Audit Committee ਤੇਰੇ F 7 years Legal
Panagiotis Psarreas Deputy Corporate Secretary Remuneration & Nomination Committee 40 M &years Communication

2.3. CONFLICTS OF INTEREST

Each member of the Board has a duty of loyalty to the Company. Board members act with integrity and in the Company's interests and safeguard the confidentiality of information that is not publicly available. They must not have a relationship of competition with the Company and should avoid any position or activity that creates or appears to create a conflict between their personal interests and those of the Company, including holding positions on the board of directors or the management of competitor companies, without permission from the General Meeting of the Company's shareholders. Board members must contribute their experience and devote to their duties the necessary time and attention. Prior to their appointment, they should notify the Board of Directors of their other professional commitments, including significant non-executive commitments, to companies and non-profit institutions, and should report to the Board any changes in such commitments, as soon as these arise.

Finally, the Internal Audit Department reports to the Audit Committee any cases of conflict of the private interests of Board members with the interests of the Company, which (cases) it ascertains in the performance of their duties.

2.3.1. Other professional commitments of the Board members

  • Evangelos Mytilineos: Vice-Chairman, Hellenic Federation of Enterprises (SEV)
  • Spyridon Kasdas
  • Christos Zerefos: (a) Chairman of the Board (executive), Mariolopoulios-Karaginis Foundation for Environmental Science and (b) Chairman of the Board (non-executive), "Biomedical Sciences and Technologies S.A." of the Biomedical Research Foundation of the Academy of Athens
  • Dimitrios Papadopoulos: (a) Administrator, SO & PEN Private Company (from 18/09/2019), (b) Board member (non-executive), Praktiker Hellas Commercial S.A. (up to 2/12/2020), (c) Member of the Board of Directors of the "Council for Sustainable Development - SEV", d) Member of the Board (executive) ΜNG Trading S.A. (100% subsidiary), e) Member of the Board (executive) "Mountain and Winter Getaways", and g) Administrator of "Agios Nikolaos" Sole Proprietorship IKE (100 % subsidiary)
  • Ioannis Petrides: Board member (independent non-executive) of privately-held PUIG S.A. and Chair of the Audit Committee, Board member (independent non-executive) and Chair of Audit Committee of privately-held CyPet Ltd., and d) (c) Senior Industry Advisor, Triton Partners Private Equity Frankfurt
  • Alexios Pilavios: (a) Chairman (non-executive) Alpha Asset Management ΑΕDΑΚ, (b) Vice-Chairman (non-executive) ABC Factors S.A., (c) Vice Chair (non-executive) of ATHEX-listed Hellenic Exchanges S.A., (d) Chairman (non-executive) of the Athens Exchange Clearing House
  • Emmanouil Kakaras: (a) Academic Staff Member, CERTH / CPERI (Centre for Research and Technology Hellas / Chemical Process and Energy Resources Institute), (b) Professor, School of Mechanical Engineering, National Technical University of Athens (NTUA, on part-time basis), (c) Management Board Senior Vice-President (executive), Mitsubishi Hitachi Power Systems Europe GmbH and (d) Board member (non-executive), EU Turbines Association.
  • Panagiota Antonakou: a) General Manager GOOGLE S.E. Europe Board member, Foundation for Economic & Industrial Research (IOBE)
  • Evangelos Chrisafis: (a) Board member (non-executive) GOLDEN SOLAR S.A. and (b) Vice-Chairman of the Board (non-executive), GOLDEN YACHTING MARITIME COMPANY OF PLEASURE YACHTS.
  • Konstantina Mavraki: Trustee, Hellenic Hope charity.

2.4. MEETINGS OF THE BOARD OF DIRECTORS

During 2020, the Board of Directors of the Company held 56 meetings. The table below shows the Board members' attendance of the meetings of the Board of Directors and of the Board Committees:

Composition of the Board of
Directors
Status Meetings
during 2020
(Total 56)
Attendance rate
of meetings
Evangelos Mytilineos Chairman & CEO 55 (*) 98%
Spyridon Kasdas Vice-Chairman A' – Non-Executive Member 56 100%
Evangelos Chrisafis Vice-Chairman B' – Executive Member 56 100%
Christos Zerefos Lead Independent Director – Independent
Non-Executive Member
56 100%
Panagiota Antonakou Independent Non-Executive Member 56 100%
Emmanouil Kakaras Independent Non-Executive Member 56 100%
Konstantina Mavraki Independent Non-Executive Member 55 98%
Dimitrios Papadopoulos Executive Member 56 100%
Ioannis Petrides Independent Non-Executive Member 56 100%
Alexios Pilavios Independent Non-Executive Member 56 100%

Meetings of the Board of Directors during 2020

(*) The Chairman & CEO abstained from the discussion and voting on the sole item of the agenda of the meeting of the board of directors dated 04.03.2020 due to potential conflict of interest within the meaning of article 97 of law 4548/2018.

Concerning the number of Board meetings, we note that pursuant to Greek Law, the Articles of Association of the Company and the relevant resolutions of the General Meetings of the shareholders regarding the delegation of authorities within the Board of Directors, collective action by the Board is required for a number of matters, such as for providing a corporate guarantee in favour of any third party, including companies associated with the Company.

Also taking into consideration the Company's extensive activities in Greece and abroad via its, Metallurgy, Power and Gas, Sustainable Engineering Solutions , and Renewable & Storage Development Business Units the Board of Directors often must act collectively, in the sense that there is a requirement for a relevant resolution which must be reflected in the minutes of the respective Board's meeting.

However, it should be noted that no administrative or other costs incur for the Company as a result of these resolutions. The relevant minutes of the Board's resolutions are drafted and are signed by circulation by all members of the Board, without a prior meeting of the Board taking place, pursuant to art. 94 of L. 4548/2018. More specifically, out of the total number of 56 minutes of the Board's meetings during 2020, 51 of them were drafted and were signed by all members of the Board without a prior meeting of the Board taking place.

2.5. EVALUATION OF THE BOARD OF DIRECTORS AND ITS COMMITTEES

The Remuneration and Nomination Committee which was established on 07.06.2018 is also responsible for the periodic evaluation of the size and composition of the Board of Directors, as well as for submitting proposals on the desired profile of the Board for the latter's consideration. This procedure is chaired by the Board's Non-Executive Vice-Chairman A'.

The Committee, with the support of an external consultant, Egon Zehnder, in November 2019 started the evaluation of the Board of Directors and its Committees, which was completed in 2020. A more detailed reference is made in chapters 1.3 and 1.5 of the Corporate Governance Statement.

2.6. INDUCTION PROGRAMME FOR NEW BOARD MEMBERS

Immediately after the new Board members assumed their duties, an induction programme specifically developed for them was implemented: this included visits to the Company's production sites, informative meetings, presentations and discussions with key members of the Management, aimed at helping new members to understand the purpose and nature of the Company's business activities. The programme also relied on support provided by the Board's executive members, as well as by previous Board members, so as to ensure the fullest possible briefing and swift integration of the new Board members.

More specifically, during the second half of 2018, the Induction Programme consisted of extensive briefings by the Chairman & CEO on all activities and on matters of critical and material significance for the Company, as well as on individual matters covering strategy, operations and Management, as well as detailed presentations of the Company's Business Units by means of corresponding briefings by the General Manager Strategy, Mergers & Acquisitions, the Chief of Staff, the General Manager Electric Power and the Director Gas Trading. A visit was also organised and attended by all new Board members to the Company's aluminium plant in Aspra Spitia, Viotia, where they were given a guided tour of the plant by the General Manager of the Metallurgy Business Unit and had the opportunity to discuss with the local plant managers. The new Board members were also briefed by the Legal Department Manager and the Company Secretary on their obligations in accordance with the Code of Conduct, the Company's Internal Regulations of Operation, the stock exchange legislation, the policy on the protection of personal data, the Company's corporate governance framework and the overall policies and procedures which govern the operation of the Company.

Additionally, individual meetings of the new Board members were also held with the Company's General Managers, as well as special meetings of the members of the Audit Committee and the Remuneration and Nomination Committee with the Directors responsible for Internal Audit, Compliance, Finance, and with the Chief of Staff, the Human Resources General Manager and the External Auditors of the Company.

2.7. BOARD REMUNERATION POLICY AND REPORT

The Board Remuneration Policy and the Board Remuneration Policy is presented in section 1.5 of the Corporate Governance Statement and also is available on the Company's website https://www.mytilineos.gr/en-us/general-meetings/of-mytilineos-shareholders.

3. COMPOSITION AND FUCTIONING OF THE BOARD COMMITEES

The Board of Directors is assisted in its work by the following Committees, which, in order to ensure the best possible performance of their tasks, may retain the services of financial, legal and other specialist consultants.

3.1. THE AUDIT COMMITTEE

The Audit Committee, in accordance with the Company's Bylaws ( Internal Regulations) and with the Committee's own Terms of Reference, which was approved and put into effect by the Committee's Decision dated 3.11.2009 and subsequently amended by the Resolution of the Company's Board of Directors of 11.05.2017 and 24.06.2019, following a relevant proposal submitted by the Committee, reports through its Chairman to the Board of Directors by means of drawing up and submitting regular or ad hoc reports and works closely with the Company's Internal Audit Division.

According to the Company's Bylaws (Internal Regulations), the Audit Committee consists of at least three members, who in their majority must be independent within the meaning of the provisions of Law 3016/2002, as in force, and is either an independent committee or a committee of the Board of Directors. In particular, the Committee is composed of Non-Executive Members of the Board of Directors and of members who are elected by the General Meeting of the shareholders. The Committee's Chairman is appointed by its members or elected by the General Meeting of the Company's shareholders and is independent of the Company. At least one member of the Committee must be a certified auditoraccountant in suspension or retirement or have sufficient knowledge of auditing and accounting. In accordance with the Committee's Terms of Reference, the term of office of its members is commensurate with that of the Board Directors, unless otherwise decided by resolution of the General Meeting or of the Board of Directors acting under the General Meeting's authority, and the Committee may elect a Secretary responsible for keeping the minutes of its meetings. The members of the Committee and its Secretary are prohibited from undertaking activities external to the Company, which might hinder independent decisionmaking and give rise to conflicts of interest. Every member of the Committee is provided with appropriate information and training and is appropriately remunerated in relation to the time devoted to the Committee's work.

The Audit Committee meets at least four (4) times per year and its key responsibilities are to monitor the statutory audit of the Company's individual and consolidated financial statements, the financial reporting process and the effectiveness of the internal control systems, including the provision to the Internal Audit Division of general guidelines on the audit framework and the activities to be audited, to examine the activities of the Internal Audit Division, with a view to assessing its effectiveness, to receive regular updates on the progress of the activities of the Internal Audit Division and to confirm that significant problems and weaknesses identified, as well as the related recommendations, have been notified to and discussed in a timely manner with the Management, which has taken the necessary corrective actions. Additionally, the Audit Committee has the right, when it considers this to be necessary, to request from the Internal Audit Division or from third parties any information it deems necessary in order to properly carry out its work.

The Audit Committee is composed of two independent non-executive members of the Board of Directors and one member, who was elected by the General Meeting of the Company's shareholders on 07.06.2018 and, according to the statement made by the Company, meets the requirements of article 44 of Law 4449/2017 and the provisions on independence of Law 3016/ 2002. The term of office of the Committee's office has a duration of four years, which is commensurate with that of the Board members, and is due to expire on 06.07.2022. The Committee took up its composition by its decision of 07.06.2018. The Committee meets at regular intervals, at least four (4) times per year, and also holds extraordinary meetings when required.

Composition of the
Audit Committee
Status Tenure in office Meetings
during 2020
(12)
Attendance
rate of
meetings
Alexios Pilavios Chairman 07.06.2018

07.06.2022
12/12 100%
Ioannis Petrides Member 07.06.2018 –
07.06.2022
12/12 100%
Constantine Cotsilinis Member 07.06.2018 –
07.06.2022
12/12 100%

Composition of the Audit Committee 2020

Attorney Mrs Vassiliki Prantzou is the Committee's Secretary.

The duties and responsibilities of the Audit Committee and its Terms of Reference are posted on the Company's website www.mytilineos.gr at the following address: http://www.mytilineos.gr/enus/committees/and-external-auditors

The Audit Committee discussed the following issues during the fiscal year 2020:

DATE
OF MEETING
AGENDA
17.01.2020 1.
Report by the statutory auditor regarding the completion of tax audit
work for the year 2018
2.
Report by the statutory auditor on the planning of regular audit work
for the 2019 period
3.
Request by the statutory auditor to provide permitted services in
addition to the regular audit
4.
Report by the Internal Audit Division on its audit activities during
2019
5.
Approval of the Internal Audit Division's audit plan for 2020
6.
Presentation of audit reports of the Internal Audit Division
7.
Drafting of a report by the Committee to the Board of Directors of
the Company on the Committee's work for the fourth quarter of the
year 2019
8.
Drafting of a report by the Committee to the Board of Directors of
the Company on the Committee's work in the year 2019
9.
Adoption of the Committee's work program for 2020
10. Report on the progress of the "COSO" project
26.02.2020 1.
Presentation by the new Non-Financial Risk Officer of the Company
2.
Report by the statutory auditor on the progress of the regular 2019
audit work
3.
Request by the statutory auditor to provide authorized services in
addition to the regular audit
4.
Presentation of audit reports of the Internal Audit Division
13.03.2020 1.
Report by the statutory regarding the draft of the regular audit
report for the year 2019
17.03.2020 1.
Information by the statutory (Grant Thornton) and the Company's
Central Functio of Financial Services on key audit matters during the
audit of the annual financial statements of the Company for the
corporate year ended 31.12.2019 and submission to the Committee
on the supplementary report referred to in Article 11 of EU
Regulation 537/2014
2.
Drafting of a report by the Committee to the Board of Directors of
the Company on the annual corporate and consolidated financial
statements of the Company and its subsidiaries for the corporate
year ended 31.12.2019
04.05.2020 1. Presentation of the Internal Audit Division's (IAD) audit reports
2. Reform of the IAD audit plan for the year 2020 following a
reassessment of the risks
3. Commencement of the evaluation process of the employees in the
Internal Audit Department for the year 2019
4. Briefing of the Audit Committee on the key financial figures for the
first quarter of 2020 (and the content of the relevant press release)
by the CFO
5. Proposal by the Financial Services Division to the Audit Committee
for reappointing Grant Thornton as the Statutory Auditor for the
current fiscal year 2020
6. Request by the statutory auditor, Grant Thornton, to provide
authorized services in addition to the regular audit
7. Draft of a report by the Committee to the Board on its activities
during the first quarter of 2020.
02.06.2020 1. Presentation of the findings of the second phase of the IT audit by
PwC, in collaboration with the Internal Audit Division
2. Report by the Non-Financial Risk Officer on the identification of new
risks in view of COVID-19 and in general the course of work within
his remit
3. Presentation by Grant Thornton the statutory auditor regarding the
findings of the evaluation of the internal procedures of the audit of
the year 2019 (management letter) and
4. Approval of the request of the statutory auditor Grant Thornton for
the provision of permitted services beyond the regular audit
30.06.2020 1. Report on Project Trophy and on general projects involving
management
procedures
related
to
the
flow
of
financial
information,
2. Report on Project COSO,
3. Presentation of audit reports of the Internal AuditDivision
4. Report on the work of the Compliance Division
27.07.2020 1. Approval of the request of the statutory auditor Grant Thornton for
the provision of authorized services beyond the regular audit
Presentation of audit reports of the Internal Audit Division
2. Clarifications by the Hellenic Capital Market Commission regarding
the application of provisions no.3 and 4 of Law 3016/2002 and of
article 44 of Law 4449/2017 subsequent to the enactment of the
new law on corporate governance
04.09.2020 1. Briefing/presentation by the management of the Company's
Financial Services Division and by the regular external auditors in
the context of the review of the Company's semi-annual individual
and consolidated financial statements of (30.06.2020)
2. Drafting a report by the Committee to the Board of Directors of the
Company on the review of the semi-annual individual and
consolidated financial statements of the Company (30.06.2020)
3. Draft of a report by the Committee to the Board of Directors of the
Company on the Committee's activities during the second quarter of
2020
4. Report by the Director of Internal Audit Division's Director on the
audit findings
5. Update by the Non-Financial Risk Officer on the progress of Project
COSO
6. Approval of the requests of the statutory auditor Grant Thornton
for the provision of permitted non-audit services
03.11.2020 1. Report on the basic financial figures for the third quarter of 2020
13.11.2020 1. Report by the external consultant Ernst & Young for the course of
Project COSO
2. Report by the Director of Internal Audit Division's Director on the
audit findings
3. Approval of the requests of the statutory auditor Grant Thornton for
the provision of authorized non-audit works
4. Draft of a report by the Committee to the Board of Directors of the
Company on the Committee's activities during the third quarter of
2020
5. Announcement of the issuance of circulars and decisions by the
Hellenic Capital Market Commission in execution of relevant
authorizations of law 4706/2020 on corporate governance
18.12.2020 1. Update by the statutory auditor on the completion of tax audit work
2. Report by the statutory auditor on the plann of the regular 2020
audit work
3. Report by the Director of Internal Audit Division's on the audit
findings
4. Approval of the Internal Audit Division's audit plan for the year 2021

3.2. THE REMUNERATION AND NOMINATION COMMITTEE

Purpose:

The Remuneration and Nomination Committee is responsible for the following:

  • proposing to the Board the remuneration of each individual executive Board member, including bonuses, incentive payments and share options;
  • reviewing and making proposals to the Board and when required, through it to the General Shareholders' Meeting, regarding stock option or share grant schemes;
  • reviewing regularly the salary of executive board members and other contractual terms, including severance payments and pension arrangements;
  • making proposals to the Board on any business policy related to remuneration;
  • reviewing the annual remuneration report;
  • determining selection criteria and appointment procedures for Board members;
  • periodically assessing the size and composition of the Board and proposing a desired Board profile for consideration by the Board;
  • leading the process for nominee identification and selection; and
  • making proposals to the board for the nomination of board members.

The Remuneration and Nomination Committee meets regularly, at a frequency allowing it to efficiently perform its work. It draws up its Terms of Reference, which sets out the Committee's role and responsibilities, and posts it on the Company's website.

Establishment and composition:

The Remuneration and Nomination Committee was established by the Board of Directors resolution of 07.06.2018 and is composed of three (3) independent non-executive Board members. The Committee's Secretary is the Company Secretary Mrs Leda Condoyanni, with Mr Panagiotis Psarreas as her Deputy Company Secretary.

Composition of the
Remuneration and
Nomination
Committee
Status Tenure in office Meetings in
2020
Attendance
rate of
meetings
Ioannis
Petridis
Chair 07.06.2018 –
31.12.2019
5/5 100%
Emmanouil Kakaras Member 07.06.2018 –
06.06.2022
5/5 100%
Konstantina Mavraki Member 07.06.2018 –
06.06.2022
5/5 100%

The duties and responsibilities of the Remuneration and Nomination Committee as well as its Terms of Reference are posted on the Company's website www.mytilineos.gr, at the following address: https://www.mytilineos.gr/en-us/committees/and-external-auditors#tab-remunerations-committee.

04/02/2020 Agenda items:
1. Approval of minutes of
the meeting on 23 December 2019
2. Schedule of Committee Meetings in 2020
3. The Committee's Terms of Reference
4. Remuneration Report of the Board of Directors 2019
5. Evaluation of the Board of Directors 2019
6. Succession Policy of Board Members
7. Required qualifications of Board members
8. Appointment of a consultant to conduct
executive search for nominee Board
Members.
30/04/2020 Agenda items:
1. Approval of the Minutes of the meeting on 4 February 2020
2.
Approval of the "Remuneration Report of the members of the Board of Directors
of the Company for the year 2019" and submission of the relevant proposal to the
Board of Directors
3. Composition of the Board of Directors of the Company: Discussion for the next
actions
4. Short-Term Incentive Scheme and Long-Term Incentive Plan for the Executive
Members of the Company's Board of Directors: Discussion on Performance Criteria
(KPIs)
5. Corporate Governance Roadshow: Update
6. Other issues.
12/06/2020 Agenda items:
1. Approval of the Minutes of meeting of 30 April 2020
2. Approval of the Committee's Terms of Reference
3. Board Independence rate
4. Description of roles and profiles of new Board members
5. Process for selecting new members of the Board of Directors
6. Review
of the description of the
role of Lead Independent Director
7. Short-Term Incentive Scheme and Long-Term Incentive Plan for the executive
members of the Company's Board of Directors: Next steps
8. Other issues

The Remuneration and Nomination Committee discussed the following matters during 2020

08/10/2020 Agenda items:
1. Approval of the minutes of the meeting of 23 June 2020
2. Succession Planning of the executive members of the Board of Directors and the
General Managers of the Company
3. Long-Term Incentive Plan (LTIP)
4. Short-Term Incentive Scheme (STIP), Performance Criteria (KPIs) 2020
5. Process of nominating new members of the Board of Directors
6. Other issues
16/11/2020 Agenda item:
Selection of a candidate nominee Director and submission of the relevant proposal
to
the Board of Directors.

3.3. CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE

Purpose:

The CSR Committee acts in an advisory capacity to the Company's CEO in connection with monitoring and ensuring the correct implementation of Corporate Social Responsibility in the Company in terms of policies, targets, actions and results in connection with environmental, social and ethical issues in the internal as well as the external environment of the Company.

Establishment and composition:

The Corporate Social Responsibility Committee was established by the Board of Directors resolution of 17.11.2010. Its composition, as amended by the Board of Directors resolution of 07.06.2018, comprises seven (7) members, as follows:

  • Three (3) members of the Company's Board of Directors, of which one (1) executive member and two (2) independent non-executive members.
  • The Special Advisor to the CEO on CSR.
  • The Human Resources General Manager.
  • The Corporate Social Responsibility Manager.

- The Corporate Communication Manager

The Chair is appointed by the Committee members in a meeting of the Committee held for this purpose and may be replaced by unanimous decision of the Committee members.

Composition of
the
CSR Committee
Status Tenure in office Meetings during
2020
(6)
Attendance rate of
meetings
Sophia Daskalaki Chair 01.01.2018 – 6/6 100%
Mytilineou 07.06.2022
Dimitrios Papadopoulos Member 07.06.2018 – 6/6
07.06.2022 100%
Panagiota
Antonakou
Member 07.06.2018 – 6/6 100%
07.06.2022
Konstantina Mavraki Member 07.06.2018 – 5/6 83.33%
07.06.2022
Dimitra Brakatselou Member 07.06.2018 – 6/6 100%
07.06.2022
George Galanis Member 07.06.2018 – 6/6 100%
07.06.2022
Trantafilia Lanara Member 07.06.2018 – 6/6 100%
07.06.2022
Composition of the CSR Committee 2020
-- --------------------------------------- -- -- -- --

Polytimi Boudali is the CSR Committee Secretary.

The items discussed in these meetings are presented in the following table:

1. Presentation of a CSR Tool titled "Maturity & Integration
Assessment" -
MYTILINEOS results,
2.
Discussion
on
Sustainable
Development
latest
developments at European and Global level,
3. Presentation of the CSR Action Plan 2020,
4. Presentation of the Stakeholders Consultation process
results for the year 2019 (Metallurgy Sector), and
5. Discussion about the MYTILINEOS participation in
the
CSR Hellas anniversary conference for its 20 years of
operation
04/02/2020 1.
ESG: General approach & Proposed Strategic Lines
21/05/2020 1. Presentation for approval of the new official Non
Financial issues Materiality Process, and
2. Approval of Donation of eight (8) business trousers, type
Multicam Tactical Chimera, to the Samos Port Authority.
25/06/2020 1.
Presentation & approval of a revised Corporate Social
Responsibility policy version.
15/10/2020 1.Validation of the Materiality 2020 process results.
07/12/2020 1. Discussion on the Sustainable Development Division
Action Plan 2020 outcomes and
2. Presentation of the Divisions' Action Plan for the year
2021.

4. GENERAL MEETING OF THE SHAREHOLDERS AND SHAREHOLDER'S RIGHTS

4.1. FUNCTIONING AND KEY POWERS OF THE GENERAL MEETING

The General Meeting of the Company's shareholders is the supreme corporate body, having authority to decide on any matter relevant to the Company. Shareholders exercise their rights relevant to the administration of the Company only through their participation at the General Meeting. More specifically, the General Meeting is the sole body with the authority to decide on the following:

(a) Revival or dissolution of the Company, as well as amendments to its Articles of Association, with share capital increases and reductions being understood as amendments thereto for the purposes hereof;

(b) Election of members of the Board of Directors and Auditors;

(c) Approval of the overall management activities pursuant to article 108 of Law 4548/2018 and discharge of Auditors from any liability for damages;

(d) Approval of the annual and any consolidated financial statements;

(e) Appropriation of the annual profits;

(f) Approval of the payment of emoluments or emolument advances under article 109 of Law 4548/2018;

(g) Approval of the remuneration policy and the remuneration report;

(h) Merger, split, conversion, revival, term extension or dissolution of the Company;

(i) Appointment of liquidators, and

(j) Any other matter specified in the applicable legislation.

Not coming under the provisions of the preceding paragraph are the following:

(a) Share capital increases or share capital readjustment acts explicitly vested in the Board of Directors under the law, increases imposed under the provisions of other legislation;

(b) The amendment or harmonization of provisions in the Articles of Association by the Board of Directors when so explicitly provided by law;

(c) The election pursuant to the Articles of Association, under article 21, of directors in the place of directors who resigned, died or forfeited their office in any other manner;

(d) The absorption, under art. 35 and 36 of Law 4601/2019, of a Societe Anonyme (public limited company) by another Societe Anonyme holding one hundred per cent (100%) or ninety per cent (90%) or more of the former's shares, respectively;

(e) The option to distribute interim dividends pursuant to paragraphs 1 and 2 of art. 162 of Law 4548/2018;

(f) The option to distribute (under para. 3 of art. 162 of Law 4548/2018) profits or voluntary reserves within the current business year under a BoD resolution which is submitted to the publication formalities.

The shareholders' General Meeting's legal decisions also bind the shareholders who are absent or disagree.

The shareholders' General Meeting is convened by the Board of Directors, by the full Auditor of the Company upon the latter's request to the Chairman of the Board of Directors, by minority shareholders or, when the conditions applicable are in place, by another person or body explicitly provided for under the law. The General Meeting 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 neighbouring the one where the Company has its seat, at least once a year, always in the first semester from the expiry of each fiscal year. The General Meeting can also be held in the municipality where the seat of the Stock Market where the Company's shares are listed. The Board of Directors may resolve to convene a virtual-only general meeting, when such is absolutely necessary, having considered any extraordinary circumstances (such as governing guidance or other restrictions or recommendations or measures that may prevent physical gatherings) however it shall ensure at all times proper opportunity for the shareholders to actively participate in the general meeting and exercise their rights.The Board of Directors can convene an extraordinary shareholders' General Meeting, when deemed necessary.

The General Meeting, with the exception of repeat meetings and the similar ones, should be convened at least within twenty (20) full days before the one set for its convocation. It is clarified that non-working days are taken into account in calculating the 20-days time limit. The publication day of the invitation to the General Meeting and the day of the meeting are not taken into account. The invitation to the General Meeting contains as a minimum the following information: the building, with exact address details; the date and time of the meeting; the agenda items, clearly defined; the shareholders entitled to participate; precise instructions on the manner in which shareholders shall be able to participate at the meeting and exercise their rights in person or by proxy or even remotely; the rights of the shareholders, with reference of the time period within which any such right may be exercised or, alternatively, the deadline by which such rights may be exercised; detailed information on such rights and terms for the exercise thereof must be made available by means of express reference in the notice to the Company website; the procedure for the exercise of the voting right by proxy and in particular the forms used by the Company for this purpose as well as the means and methods provided in order for the Company to receive electronic notices for the appointment and recall of proxies; determination of the date of record, with explicit mention of the fact that only those persons having shareholder status as at such date shall have the right to participate and vote at the General Meeting; the place where the complete text of the documents and draft resolutions shall be available as well as the manner that these may be obtained, and the Company website address, where the information regarding the rights of the shareholders prior to the General Meeting shall be available. No invitation is required if shareholders representing the total of the share capital are presented or represented and no one objects to its convocation and decision taking.

Remote participation at the General Meeting is possible using audiovisual or other electronic means, without the shareholder being physically present at the place where the General Meeting is held. In addition, remote participation at the vote is permitted, by electronic means or by correspondence, to be taken prior to the General Meeting session. Under a resolution passed by the Board of Directors the aforementioned options are given effect, any one or all of them, in respect of one or more General Meeting sessions or for a specified time period, the relevant technical and procedural details are specified, and procedures are adopted for establishing the participant's identity and the origin of the vote, as well as for securing the electronic or other connection.

The General Meeting is in quorum and validly meets on the items on the agenda when a percentage of at least twenty per cent (20%) of the paid-up share capital is represented. 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 meeting by invitation of the Board of Directors sent at least ten (10) days before. The repeat meeting is in quorum and validly meets on the items on the agenda whatever the part of the paid-up share capital represented. A new invitation is not required, if the original invitation specified the place and time for repeat sessions in case no quorum is present at the original General Meeting session, provided the adjourned and the reiterative sessions are a minimum of five (5) clear days apart.

The decisions of the General Meeting are taken with the absolute majority of the votes represented in the meeting. The General Meeting is exceptionally considered to be in quorum and validly meets on the items on the agenda if at least one half (1/2) of the paid-up share capital are represented, in the case of decisions pertaining to a change of the nationality of the Company, a change of the business object of the Company, increase of shareholders' obligations, ordinary increase of share capital unless imposed under the law or effected by means of capitalization of reserves, share capital reduction except when it is in accordance with para. 5 of article 21 of Law 4548/2018 or para. 6 of article 49 of Law 4548/2018, a change in the manner of appropriation of profits, merger, split, conversion, revival, term extension or dissolution of the Company, the granting or renewal of power to the Board of Directors for share capital increase, pursuant to para. 1 of art. 24 of Law 4548/2018, as well as in all other cases in which the law specifies that the General Meeting shall adopt resolutions under a qualified quorum and majority.

The General Meeting is provisionally chaired by the Chairman of the Board of Directors or, the if the Chairman is unable to attend, by his Deputy, appointed by the Board of Directors by special decision to this purpose. Secretarial duties are performed by the secretary appointed by the Chairman. After the list of the shareholders with a right to vote is approved, the meeting continues with the election of its Chair and a secretary who also acts as a teller. Resolutions for these matters are passed with by a majority of two thirds (2/3) of the votes represented at the General Meeting.

The discussions and decisions of the General Meeting are restricted to the items on the agenda. The agenda is prepared by the Board of Directors and includes the proposals of the Board to the General Meeting and possible proposals made by the auditors or shareholders representing one twentieth (1/20) of the paid-up share capital. For the items discussed for which decisions are taken, minutes are kept, signed by the Chair and the Secretary. The list of the shareholders present or represented in the General Meeting is recorded at the beginning of the minutes.

4.2. RIGHTS OF SHAREHOLDERS AND THEIR WAY OF EXERCISE

The shareholders exercise the rights relevant to the Company's administration only with their participation in the General Meeting. Each share provides the right of one vote in the General Meeting.

The right to participate and vote at the General Meeting have only the natural persons or legal entities who appear as shareholders of the Company in the Dematerialized Securities System File of the Company, which is kept electronically with the company "Greek Central Securities Depository SA" (ATHEXCSD) at the beginning of the fifth (5th) day prior to the original general meeting (record date). The aforementioned record date applies in the case of postponed or repeated meeting, given that the adjourned meeting or repeated meeting is not more than thirty (30) days from the record date pursuant to article 124 par. 6 of law 4548/2018.

Proof of shareholding status may be evidenced by any means and in any case based on information received by the Company directly through electronic connection with ATHEXCSD' files. Those entitled to participate and vote at the General Meeting are only the individuals who qualify as shareholders on the said record date. In case of non-compliance with the provisions of article 124 of law 4548/2018, the shareholders may participate at the General Meeting only after permission by the general meeting.

Exercise of said rights does not presuppose blocking of the beneficiary's shares nor adherence to any other similar procedure, which restricts the possibility of the sale and transfer of such shares during the period between the record date and the relevant ordinary general meeting.

  1. Shareholders who are entitled to participate at the annual general meeting may cast their vote either in person or by proxy. Each shareholder may appoint up to three (3) proxies. Legal entities participate at the ordinary general meeting by appointing up to three (3) natural persons as their representatives. However, if a shareholder holds shares in the Company, which appear in more than one securities' account, such restriction does not prevent such shareholder to appoint a different proxy for the shares that appear in each securities' account in relation to the ordinary general meeting. A shareholder may appoint a proxy for one or more general meetings and for a specific time frame. The proxy casts vote according to the instructions of the shareholder, if any. Non-compliance of the proxy with the received instructions does not affect the validity of the general meeting's resolutions, even if such proxy's vote was decisive for achieving the majority.

  2. Appointment as well as revocation or replacement of the shareholder's representative takes place in writing and is submitted to the Company's headquarters at least forty eight (48) hours prior to the scheduled ordinary general meeting. The proxy is obliged to notify the Company, prior to the commencement of the ordinary general meeting, of any specific fact, which might be useful to the shareholders, in their assessment of the risk the proxy serving interests other than their own. Conflict of interest may arise in particular in cases where the proxy: a) is a controlling shareholder of the Company or is a legal person or entity controlled by such shareholder; b) is a member of the Board of Directors or in general of the management of the Company or of a controlling shareholder, or of another legal person or entity controlled by such shareholder; c) is an employee or an auditor of the Company or of a controlling shareholder, or of another legal person or entity controlled by a controlling shareholder; d) is a spouse or a first degree relative of a natural person referred to in cases a) to c) above.

4.3. OTHER RIGHTS OF THE SHAREHOLDERS

According to article 121 paragraph 4 of Law 4548/2018, the shareholders have the following rights provided for in article 141 paragraphs 2, 3, 6 and 7 of law 4548/2018:

i) Article 141 paragraph 2 of law 4548/2018: At the request of shareholders representing 1/20 of the paidup share capital, the board of directors is obliged to include additional items in the agenda of the general meeting, provided that the relevant request is received by the board of directors at least fifteen (15) days prior to the general meeting. The additional items must be published or disclosed under the responsibility of the board of directors in accordance with article 122 of law 4548/2018 at least seven (7) days prior to the general meeting. The request to include additional items in the agenda must be accompanied by a justification or by a draft decision to be adopted by the general meeting. The revised agenda must be published in the same manner as the previous agenda, thirteen (13) days before the date of the general meeting and at the same time must be also made available to shareholders on the Company's website, along with the justification or the draft decision submitted by the shareholders, in accordance with article 123 paragraph 4 of law 4548/2018. If these additional items are not published, the requesting shareholders are entitled to request the adjournment of the general meeting in accordance with article 141 paragraph 5 of Law 4548/2018 and to make the publication themselves, in accordance with the second subparagraph of this paragraph (and article 141 paragraph 2 of law 4548/2018) at Company's expense.

ii) Article 141 paragraph 3 of Law 4548/2018: Shareholders representing 1/20 of the paid-up share capital, have the right to submit draft decisions which have been included in the initial or revised agenda of the general meeting. Such request must be furnished to the board of directors at least seven (7) days before the date of the general meeting, and said draft decisions are made available to the shareholders according to the provisions of article 123 paragraph 3 of Law 4548/2018 at least six (6) days before the general meeting.

iii) Article 141 paragraph 6 of Law 4548/2018: Following a request submitted to the Company by any shareholder at least five (5) full days prior to the general meeting, the board of directors is obliged to provide to the general meeting the requested specific information on the Company's affairs, to the extent that this may be useful for the assessment of the items on the agenda The board of directors may provide a single response to shareholders' requests with the same content. The obligation to provide information does not apply in the event that the information requested is already available on the Company's website, especially in the form of questions and answers. At the request of shareholders representing 1/20 of the paid-up share capital, the board of directors is obliged to announce to the ordinary general meeting the amounts that have been paid during the last two years to each member of the board of directors or to the Company's managers, as well as any benefits that were granted to them for any reason or on the basis of their contract with the Company. In all the above cases, the board of directors may refuse to provide such information for substantive ground, as recorded in the minutes. Such a reason may be, in the circumstances, the representation of the requesting shareholders to the board, in accordance with articles 79 or 80 of Law 4548/2018. In the cases of this paragraph, the board of directors may respond in a single application to shareholders with the same content.

iv) Article 141 paragraph 7 of Law 4548/2018: At the request of shareholders representing at least one tenth (1/10) of the paid-up capital which is submitted to the Company within the period referred to in article 141 paragraph 6 of Law 4548/2018, the board of directors is obliged to provide to the general meeting information on the course of the corporate affairs and assets of the Company. The board of directors may refuse to provide such information for substantive ground, as recorded in the minutes. Such a reason might be, as the case may be, the representation of the applicant shareholders on the Board, in accordance with articles 79 or 80 of Law 4548/2018, provided that the respective members of the board of directors have received relevant information sufficiently.

v) Article 141 paragraph 8 of Law 4548/2018: In the cases referred to in article 141 paragraphs 6 and 7 of Law 4548/2018, any question as to the merits or not of the grounds of refusal on the part of the board of directors to provide the requested information, shall be resolved by court's decision, issued in interim injunction proceedings. By the same decision, the court obliges the Company to provide the information denied. The decision is not subject to any legal remedies.

In all above cases, the requesting shareholders must prove their capacity as shareholders, as well as the number of shares they hold, during the exercise of their right, except for in case of the first subparagraph of paragraph 6 of article 141 of Law 4548/2018. The shareholding is certified though online connection of the Company with ATHEXCSD.

5. DESCRIPTION OF THE MAIN CHARACTERISTICS OF THE INTERNAL CONTROL SYSTEMS AND RISK MANAGMENT FUNCTION OF THE COMPANY IN RELATION TO THE PREPARATION OF THE FINANCIAL STATEMENTS

5.1. FRAMEWORK OF INTERNAL CONTROL SYSTEMS AND RISK MANAGEMENT FUNCTION OF THE COMPANY IN RELATION TO THE PREPARATION OF THE FINANCIAL STATEMENTS

The reliability of the Company's Financial Statements is ensured by the application of Internal Control and Risk Management Processes. The Company has put in place separate procedures for the monthly, interim and annual Financial Reports.

More specifically, every month the Management Information Systems Department of the Company receives from the Finance Business Partners financial data and information, which it proceeds to check and then use to prepare reports for submission to the Management of the Group. This information is produced in accordance with the International Financial Reporting Standards. Every month, the Management of the Group is updated on the changes to the consolidated key financial indicators by means of relevant management reports. This monthly monitoring approach, coupled with the checking of the consolidated financial statements and the analyses performed on the latter are the key tools used in the quality and consistency control of the financial results.

With regard to the Interim and Annual consolidated Financial Statements, the Company employs an advanced software tool to consolidate the financial results and statements, as well as to generate reports for the Management as well as for investors and other interested parties. This software tool is automatically updated with data from the Group's accounting monitoring program and includes controls to ensure accurate transfer and accounting recognition of the input data. The Management Information Systems Department ensures the smooth operation of the software tool and checks the integrity and correctness of the consolidated Financial Statements and other reports, providing the Chief Finance Officer, the External Auditors and the Management of the Company with all necessary information.

The External Auditors examine the consolidated Interim and Annual Financial Reports and report to the Audit Committee on the progress and results of their audits for each reporting period. The Audit Committee is informed of the procedure and schedule for the preparation of the Financial Statements by the Group Chief Finance Officer and holds meetings with the Management / the responsible executives during the preparation of the financial reports. It obtains from the Chief Finance Officer the necessary information on the Group's performance and consolidated Financial Statements and reports to the Board of Directors accordingly. During these meetings, the Audit Committee is also informed about the management of financial risks and assesses the effectiveness of the risk management system. The Financial Statements (Individual and Consolidated) are approved by the Board of Directors, following a relevant report from the Audit Committee.

5.2. ORGANISATION AND IMPLEMENTATION OF RISK MANAGEMENT

The Company has defined risk as a set of uncertain and unpredictable situations that may affect all its activities, its business operation and its financial performance, as well as the implementation of its strategy and the achievement of its goals.

In line with this approach, it has established a specific risk management approach in all its areas of activity where certain risks have been recognised. This approach consists of the following steps:

Identification and assessment of risk factors.

Planning of the risk management policy.

Implementation and evaluation of the risk management policy.

The Company has established specific and comprehensive Enterprise Risk Management (ERM) processes. All senior executives are involved in the identification and initial assessment of risks, so as to facilitate the work of the Executive Committees of each Business Unit, as well as of the Board of Directors of each legal person, in the planning and approval of specific actions in the context of the approved ERM processes.

With regard to Non-Financial Information, since 2010 the Company has introduced a specific Stakeholder engagement process for evaluating the materiality of the sustainability issues which are related to its activity sectors. This process, combined with the corresponding prioritisation of these issues by the Company's Business Units, is at the core of the accountability policy applied by the Company.

The process for determining the material sustainability issues is an ongoing exercise that is constantly developed and improved. The purpose of this process is to highlight the issues that reflect the Company's significant environmental and social impacts and influence substantially the decisions of its Stakeholders.

By identifying and understanding the material sustainability issues, the Company formulates and develops its uniform business strategy and its aims, targets and social and environmental initiatives.

Last but not least, the Company conducts regular internal audits to ensure the appropriate and effective implementation of the risk identification and assessment processes and of the management policies for such risks.

5.3. INTERNAL CONTROL SYSTEM

In addition to everything mentioned herein and described above in connection with the competences of the Audit Committee, the Internal Control Division of the Company is an independent organisational unit which reports to the Board of Directors. Its competences include, among others, the assessment and improvement of the risk management and internal control systems, as well as the monitoring of the compliance with the established policies and procedures as these are determined by the Internal Regulations of Operation, the legislation in force and the regulatory provisions.

Moreover, the following are examined and analysed on a continuous basis:

  • The efficiency of the Company's accounting and financial systems, audit mechanisms, quality control systems, health & safety and environmental systems, and business risk management systems.
  • The drafting of the financial statements and of other important data and information intended for disclosure.
  • The reliability, the qualifications and the independence of the chartered auditors.
  • Cases of conflict between the private interests of the members of the Board or executives of the Company and the latter's interests.
  • Relations and transactions of the Company with affiliated companies as well as relations of the Company with companies in whose share capital members of the Company's Board of Directors participate with a percentage of at least 10% or shareholders of the Company participate with a percentage of at least 10%.

  • The legality of the fees and any kind of bonuses to the members of the management with regard to the decisions of the competent bodies of the Company.

The Board of Directors re-examines in a continuous and consistent way the corporate strategy and the principal business risks, especially in a constantly changing financial and business environment. Moreover, the Board receives at regular intervals from the Audit Committee reports on the activities of the audits carried out, based on the annual schedule of audits planned by the Company's Internal Audit Department. The above allow the Board to form a detailed opinion of the effectiveness of the systems, processes and regulations of the Company.

The external auditors do not offer to the Company and to the Group non-audit services which are prohibited, as per the provisions article 5 of Regulation (EU) 537/2014 of the European Parliament and of the Council and of Law 4449/2017.

6. DIVERSITY POLICY

Diversity policy implemented by the Company regarding the composition of both the Board of Directors and its senior Managers.

The Company recognizes the importance of promoting the Principle of Diversity in the composition of both its governing bodies and its executive and administrative staff.

The management and capitalization of the Diversity Authority constitutes a significant business organizational challenge for the Company, which, as a modern company following the completion of its transformation and in the context of its responsible operation, in the coming years it is called to face. In this respect, the Company, fulfilling its commitment, in 2017 laid the foundations, creating a specific Diversity policy with a vision and goals

Purpose:

MYTILINEOS S.A. (the "Company"), committed to implementing the best Corporate Governance practices and complying with the provisions of article 2 of Law 4403/2016, aims at applying Diversity (among other basic parameters, based on gender, age, experience, skills and knowledge) in the composition of its Board of Directors, of its executive management team and of all employees directly engaged in all its activities, wherever this is feasible. To this end, the Company hereby adopts this Diversity Policy ("Policy").

Vision:

The Company acknowledges that in an era in which flexibility and creativity are the keys to competitiveness, promoting diversity in its administrative, management and supervisory bodies is particularly significant for engendering its further business growth.

The Company also acknowledges that diversity at the workplace in the broader sense may boost the potential for accessing a greater range of solutions to issues of business strategy, increasing its competitive advantage.

Principles:

The process of seeking and selecting candidates for Board membership or for other senior executive positions should employ merit-based and objective criteria, considering the benefits from the application of the principle of diversity, which include representation of both genders, in the said procedure.

The overriding prerequisite for appointing a Board member or other senior executive primarily is that the candidate possess the requisite qualifications and fulfils other criteria specified by the Company. Nevertheless, the process should ensure that women and men will have equal opportunities for candidature.

If the Company, through its competent bodies such as the Remuneration and Nomination Committee or the Human Resources Central Support Function, were to employ the services of third parties, such as independent consultants, to seek candidates for Board membership or for senior executive positions, explicit mention should be made that both women and men are to be proposed.

In their annual evaluation of the Board of Directors and of its Committees, the members of the Board and of the Committees should take into consideration the balance of all diversity parameters applicable to the Board, as these are mentioned in the present Policy.

Despite the fact that most of its activities are in the heavy industries sector, the Company aims to facilitate the broader possible participation of women and young people in its workforce, where feasible, always in accordance with the requirements and opportunities in each one of its Business Units.

Managing and capitalising on diversity represents a major organisational business challenge for the Company. Its is believed essential to invest in the development of managerial skills, so that senior executives can manage a potentially multicultural work environment correctly.

Measurable targets:

At the time of adoption of the present Policy, the Company has set the target that by 2020 women will represent:

  • Up to 27% of the composition of the Board.
  • Up to 50% of the total number of independent Board members.
  • 20% of senior executives (Directors and General Managers).
  • 15% of direct employees.

Scope of application:

The Policy is applied in selecting members of the Company's Board of Directors and is taken into account in seeking and selecting senior executives as well as personnel at all other levels of the Company's hierarchy.

Revision procedure:

The Remuneration and Nomination Committee is competent for revision of this Policy. The Committee may consider revisions for proposal to the Board of Directors for approval.

Policy disclosure:

The Policy is posted on the Company's website (www.mytilineos.gr).

In the "Corporate Governance Statement" section of its Annual Report, the Company reports its performance against the targets set, together with the percentages – by gender and age – of the members of the Board and of the executive management team.

MYTILINEOS S.A. Diversity Indicators by gender and age
2019 2020
Board of Directors
Men 81,8% 80,0%
Women 18,2% 20,0%
<30 years old 0,0% 0,0%
30-49 years old 27,3% 20,0%
50-70 years old 54,5% 60,0%
>70 years old 18,2% 20,0%
Executive Team
Men 83,3% 86,7%
Women 16,7% 13,3%
<30 years old 0,0% 0,0%
30-50 years old 33,3% 26,7%
>50 years old 66,7% 73,3%
MYTILINEOS S.A. Diversity Indicators by gender and age 2019 2020
Directors and Officers
Men 82,2% 80,1%
Women 17,8% 19,9%
<30 years old 0,0% 1,7%
30-50 years old 70,6% 60,8%
>50 years old 29,4% 37,5%
Administrative employees
Men 65,8% 62,8%
Women 34,2% 37,2%
<30 years old 15,9% 13,0%
30-50 years old 65,4% 65,7%
>50 years old 18,7% 21,3%

7. RELATED PARTY TRANSACTIONS

Each related company follows the rules on transparency, independent financial management and the accuracy and correctness of its transactions, as stipulated by the law. The Company's transactions with related parties take place for a price or consideration which is equivalent to the one that would apply if the transaction were to take place with some other natural or legal person, under the conditions that prevail in the market at the time when the transaction takes place and, in particular, equivalent to the price or consideration agreed to by the Company when entering into a transaction with any third party. The Company complies fully with all relevant provisions of the laws. In the framework of the application of the International Accounting Standards and of the International Financial Reporting Standards and, in particular, in accordance with IAS 24 "Related Party Disclosures", the Company is obliged to disclose, primarily via periodic financial statements, the transactions between related parties.

Related parties to the Company are the persons designated as being related to it in accordance with International Accounting Standard 24, as well as the legal entities they control, in accordance with International Accounting Standard 27.

Updates of changes and transactions with related parties are conducted systematically and in any case they are finalized on a quarterly basis.

Appropriate forms of the Finance General Division for communication with related parties are kept and are updated as part of the process of locating and identifying transactions and balances.

Under the responsibility of the Finance General Division, the information on the transactions between related companies is in the report accompanying financial statements of the Company, for the shareholders' information.

The provisions of Articles 99-101 of Law 4548/2018 stipulate that the Company's contracts with related parties, as well as the provision of collateral and guarantees to such parties, are permissible only after approval by the Board of Directors or, as the case may be, by the General Meeting.

8. INFORMATION REQUIRED IN ACCORDANCE WITH ARTICLE 10 par. 1 OF DIRECTIVE 2004/25/EC OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL

The information required in accordance with article 10 par. 1 of Directive 2004/25/EC of the European Parliament and of the Council is contained, as per the stipulations of article 4 par. 7 and par. 8 of Law 3556/2007, in the Explanatory Report, which is presented above.

Evangelos Mytilineos Chairman of the Board of Directors & Chief Executive Officer

Spyridon Kasdas Vice-Chair A', Non-Executive

5. Independent Auditor's Report

To the Shareholders of "MYTILINEOS S.A."

2.1 Report on the audit of the separate and consolidated financial statements

Opinion

We have audited the accompanying separate and consolidated financial statements of the company "MYTILINEOS S.A." (the Company), which comprise the separate and consolidated statement of financial position as at December 31, 2020, and the separate and consolidated statements of comprehensive income, changes in equity and cash flow for the year then ended, as well as a summary of significant accounting policies and other explanatory notes.

In our opinion, the accompanying separate and consolidated financial statements present fairly, in all material respects, the financial position of the Company and its subsidiaries (the Group) as of December 31, 2020, and of their financial performance and their cash flows for the year then ended in accordance with International Financial Reporting Standards (IFRS) as endorsed by the European Union.

Basis for opinion

We conducted our audit in accordance with the International Standards on Auditing (ISAs) as they have been transposed in Greek Legislation. Our responsibilities under those standards are described in the "Auditor's responsibilities for the audit of the separate and consolidated financial statements" section of our report. During our audit, we remained independent of the Company and the Group, in accordance with the International Ethics Standards Board for Accountants' Code of Ethics for Professional Accountants (IESBA Code) as transposed in Greek legislation and the ethical requirements relevant to the audit of the separate and consolidated financial statements in Greece. We have fulfilled our responsibilities in accordance with the provisions of the currently enacted law and the requirements of the IESBA Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the separate and the consolidated financial statements of the current annual period. These matters were addressed in the context of our audit of the separate and the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Revenue recognition

Group and Company's revenues arose from differentiated operating segments. Given the complexity of the volume of transactions, the use of IT systems as well as management's judgements and estimates, which include an uncertainty, revenue recognition has been considered as a key audit matter.

More specifically, Group revenues arose from electricity retailing are determined though IT systems and include judgments and computations in areas as unbilled revenue from customers. Moreover, Group's construction revenues are determined based on their percentage of completion, as the fraction of actual cost to total estimated cost until the completion of each construction.

Group and Company's disclosures for the accounting policy, judgements and estimates used for revenues are included in explanatory notes 2.2, 2.5, 2.20 and 3.1 of the financial statements.

Key audit matters How our audit addressed the key audit matter

Our audit approach included, among others, the following procedures:

  • We assessed the IT systems environment which supports the main sources of revenues, including related internal procedures and controls.
  • We assessed the correct data transfer from the individual IT systems to the general ledger.
  • We assessed the judgements for the recognition of unbilled revenue at the end the year ended 31 December 2020.
  • We assessed the judgements for the recognition of construction revenue as well as the calculation of the percentage of completion at the end of the year ended 31 December 2020.
  • We assessed whether the accounting policies and the methodology applied by management is appropriate and complies with IFRS 15.
  • We assessed the adequacy of the related disclosures included in explanatory notes 2.2, 2.5, 2.20 and 3.1 of the financial statements.

Assessment of whether non-current assets may be impaired

As at December 31, 2020, the Group has recognized goodwill of €215 mil., intangible assets of €232 mil. (Company: €90 mil.) and tangible assets of €1.161 mil. (Company: €843 mil.). In addition, as at December 31, 2020 the Company holds investments in subsidiaries of €351 mil. and investments in associates of to €17 mil. (Group: €25 mil.).

Our audit approach included, among others, the following procedures:

• We assessed management's procedures for the identification of impairment indications relating to non-current assets.

© 2021 Grant Thornton SA | 56, Zefirou str., 17564 Palaio Faliro | Τ: +30 210 7280000 F: +30 210 7212222 | www.grant-thornton.gr

Goodwill and intangible assets not yet available for use are tested for impairment annually, while intangible assets with definite useful life, tangible assets and investments in subsidiaries and associates are tested for impairment whenever there are related indications.

Taking into consideration the significant amounts of the non-current assets mentioned above and the use of management's assumptions and estimates for the determination of the relative recoverable amounts, we consider this area as a key audit matter.

Impairment testing requires the determination of recoverable amounts based on the value in use of the assets. Value in use is derived from the discounted cash flow method, based on business plans which incorporate key management's assumptions and estimates.

Management's assumptions and estimates are mainly related to the future prices of LME, petroleum products, gas and electricity. They are also related to the estimation of future exchange rates and discount rates. Furthermore, macroeconomic environment's volatility, competition as well as regulatory developments could affect the operating performance of the Group's cash generating units.

As at December 31, 2020, an impairment loss of € 1,5 mil. has been recognized for the Group (Company: €0 mil.) in relation to the above categories of non-current assets.

Group and Company's disclosures for the accounting policy, assumption and estimates used for the analysis of the above non-current assets are included in explanatory notes 2.2, 2.4, 2.7, 2.8, 2.9, 3.3, 3.4, 3.5, 3.6 and 3.7 of the financial statements.

  • We assessed management's procedure relating to the preparation of reliable business plans.
  • We assessed the reasonableness of management's assumptions and estimates.
  • We assessed the mathematical accuracy of discounted cash flow models.
  • For the above procedures, where this was deemed appropriate, we used our firm's specialist.
  • We assessed the adequacy of the related disclosures included in explanatory notes 2.2, 2.4, 2.7, 2.8, 2.9, 3.3, 3.4, 3.5, 3.6 and 3.7 of the financial statements.

Provisions and contingent liabilities

As at December 31, 2020, the Group and the Company are engaged (as defendant or claimant) in numerous and complex litigation claims and arbitration procedures in the course of their operation.

The determination of provisions or disclosures of contingent liabilities and contingent assets which relate to litigation claims and arbitration procedures has been considered as a key audit matter as it includes significant management judgments based on legal advisors' estimations. The estimations relate both to the outcome of each claim and the potential economic impact for the Group and the Company.

Group and Company's disclosures relating to provisions and contingent liabilities are included in explanatory notes 2.2, 2.19, 3.18 and 3.37 of the financial statements.

Our audit approach included, among others, the following procedures:

  • We assessed management's procedures regarding the collection, monitoring and evaluation of the outcome of pending litigation claims.
  • We reviewed and assessed legal advisors' responses and discussed them with the management and the legal advisors, where this was deemed appropriate.
  • We assessed management's conclusions regarding the effect of pending litigation claims on Group's and Company's financial position.
  • We assessed the adequacy of the related disclosures included in explanatory notes 2.2, 2.19, 3.17 and 3.37 of the financial statements.

Other Information

Management is responsible for the other information. The other information is included in the Board of Directors' Report, as referred to the "Report on other Legal and Regulatory Requirements" section, in the Declaration of the Board of Directors Representatives but does not include the financial statements and our auditor's report thereon.

Our opinion on the separate and consolidated financial statements does not cover the other information and we will not express any form of assurance conclusion thereon.

In connection with our audit of the separate and consolidated financial statements, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the separate and consolidated financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If, based on the procedures performed, we conclude that there is a material misstatement therein; we are required to communicate that matter. We have nothing to report in this respect.

Responsibilities of Management and Those Charged with Governance for the separate and consolidated Financial Statements

Management is responsible for the preparation and fair presentation of the separate and consolidated financial statements in accordance with International Financial Reporting Standards, as endorsed by the European Union, and for such internal

control as management determines is necessary to enable the preparation of separate and consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the separate and consolidated financial statements, management is responsible for assessing the Group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or the Group or to cease operations, or has no realistic alternative but to do so.

The Audit Committee (art. 44 of Law 4449/2017) of the Company is responsible for overseeing the Company's and the Group's financial reporting process.

Auditor's Responsibilities for the Audit of the separate and consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the separate and the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs, as they have been transposed in Greek Legislation, will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these separate and consolidated financial statements.

As part of an audit in accordance with ISAs as they have been transposed in Greek Legislation, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

  • Identify and assess the risks of material misstatement of the separate and consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
  • Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's and the Group's internal control.
  • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
  • Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's and the Group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the separate and consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our

conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company and the Group to cease to continue as a going concern.

  • Evaluate the overall presentation, structure and content of the separate and consolidated financial statements, including the disclosures, and whether the separate and consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
  • Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the separate and consolidated financial statements. We are responsible for the direction, supervision and performance of the audit of the Company and the Group. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters.

Report on Other Legal and Regulatory Requirements

1.1 Board of Directors' Report

Taking into consideration that management is responsible for the preparation of the Board of Directors' Report which also includes the Corporate Governance Statement, according to the provisions of paragraph 5 of article 2 (part B) of L. 4336/2015, we note the following:

  • a. The Board of Directors' Report includes the Corporate Governance Statement which provides the information required by Article 152 of Law 4548/2018.
  • b. In our opinion the Board of Directors' Report has been prepared in accordance with the legal requirements of articles 150-151 and 153 - 154 and paragraph 1 (cases c' and d') of article 152 of Law 4548/2018 and the content of the Board of Directors' report is consistent with the accompanying separate and consolidated financial statements for the year ended 31/12/2020.
  • c. Based on the knowledge we obtained during our audit about the Company "MYTILINEOS S.A." and its environment, we have not identified any material inconsistencies in the Board of Directors' Report.

2.1 Separated Financial Statements

Taking into account that management is responsible for preparation of the separated financial statements, which include the separated per activity statement of financial position of the Company and the Group as at December 31, 2020 and the separated per activity income statement before tax of the Company and the Group for the period January 1, 2020 to December 31, 2020 in accordance with the provision of L.4001/2011 and the decision No.43/2014 of Regulatory Authority of Energy (RAE) we note that in our opinion the separated financial statements, as presented in the annex I of the notes of the financial statements of the Company and Group, have been prepared in accordance with the provisions of L.4001/2011 and the decision No.43/2014 of RAE.

3.1 Additional Report to the Audit Committee

Our audit opinion on the separate and the consolidated financial statements is consistent with the additional report to the Audit Committee referred to in article 11 of EU Regulation 537/2014.

4.1 Non Audit Services

We have not provided to the Company and its subsidiaries any prohibited non-audit services referred to in article 5 of EU Regulation No 537/2014.

The allowed services provided to the Company and the Group, in addition to the statutory audit, during the year ended December 31, 2020 have been disclosed in Note 3.21 to the accompanying separate and consolidated financial statements.

5.1 Appointment

We were appointed as statutory auditors for the first time by the General Assembly of shareholders of the Company on June 25, 2003. Our appointment has been, since then, uninterrupted renewed by the Annual General Assembly of shareholders of the Company for 18 consecutive years.

Athens, March 03, 2021 The Certified Public Accountant

Christina Tsironi I.C.P.A. Reg. No. 36671

We confirm that the attached Financial Statements are those approved by the Board of Directors of "MYTILINEOS S.A." at 03.03.2021 and have been published to the website www.mytilineos.gr.

Income Statement

MYTILINEOS GROUP MYTILINEOS S.A.
(Amounts in thousands €) 1/1-31/12/2020 1/1-31/12/2019 1/1-31/12/2020 1/1-31/12/2019
Sales 3.1 1,898,623 2,256,091 1,395,528 1,569,308
Cost of sales 3.20 (1,559,443) (1,921,835) (1,167,748) (1,344,821)
Gross profit 339,180 334,256 227,780 224,487
Other operating income 3.22 39,688 26,361 28,780 16,872
Distribution expenses 3.21 (6,481) (7,158) (4,888) (5,353)
Administrative expenses 3.21 (115,489) (119,394) (85,964) (88,140)
Research & Development expenses (259) (258) - -
Other operating expenses 3.22 (31,817) (14,545) (24,263) (10,068)
Earnings before interest and income tax 224,821 219,263 141,445 137,799
Financial income 3.23 49,955 26,472 14,399 5,893
Financial expenses 3.23 (67,908) (53,740) (33,246) (28,613)
Other financial results 3.24 (35,646) (13,006) (34,154) (10,148)
Share of profit of associates 3.7 1,155 776 - -
Profit before income tax 172,376 179,766 88,444 104,931
Income tax expense 3.25 (28,396) (29,454) (18,630) (7,454)
Profit for the period 143,980 150,311 69,814 97,477
Result from discontinuing operations 3.28 (1,488) (2,684) - -
Profit for the period 142,492 147,627 69,814 97,477
Attributable to:
Equity holders of the parent 3.26 128,926 144,891 69,814 97,477
Non controlling Interests 13,566 2,736 - -
Basic earnings per share 0.9129 1.0140 0.4943 0.6822
Earnings per share 0.9129 1.0140 0.4943 0.6822
Summury of Results from continuing operations
Oper.Earnings before income tax,financial results,depreciation and
amortization (EBITDA)
315,167 313,155 203,319 203,183
Earnings before interest and income tax 224,821 219,263 141,445 137,799
Profit before income tax 172,376 179,766 88,444 104,931
Profit for the period 143,980 150,311 69,814 97,477
Definition of line item: OperEarnings before income
tax,financ.res,depr&amort. (EBITDA)
Profit before income tax 172,376 179,766 88,444 104,931
Plus: Financial results 53,600 40,274 53,001 32,869
Plus: Capital results (1,155) (776) - -
Plus: Depreciation 90,224 93,603 61,874 65,384
Subtotal 315,045 312,866 203,319 203,183
Plus: Other operating results (ΙΙ) 122 289 - -
Oper.Earnings before income tax,financial results,depreciation and
amortization (EBITDA)
315,167 313,155 203,319 203,183

The notes on pages 248 to 306 are an integral part of these financial statements.

(*) The Group defines the «Group EBITDA» quantity as profits/losses before tax, adjusted for financial and investment results; for total depreciation (of tangible and intangible fixed assets) ; for the effect of specific factors, i.e. shares in the operational results of associates when they are engaged in business in any of the business sectors of the Group; as well as for the effect of write-offs made in transactions with the aforementioned associates.

Statement of Comprehensive Income

MYTILINEOS GROUP MYTILINEOS S.A.
(Amounts in thousands €) 1/1-31/12/2020 1/1-31/12/2019 1/1-31/12/2020 1/1-31/12/2019
Other Comprehensive Income:
Net Profit/(Loss) For The Period 142,492 147,627 69,814 97,477
Items that will not be reclassified to profit or loss:
Actuarial Gain / (Losses) (953) (634) (789) (547)
Deferred tax from actuarial gain/(losses) 37 38 (2) 31
Items that may be reclassified subsequently to profit or loss:
Exchange Differences On Translation Of Foreign Operations (26,768) 439 - -
Other Financial Assets (311) (1,833) - -
Cash Flow Hedging Reserve (19,704) (27,978) (14,079) (28,138)
Deferred Tax From Cash Flow Hedging Reserve 3,388 7,763 3,379 7,763
Other Comprehensive Income: (44,311) (22,204) (11,491) (20,891)
Total Other Comprehensive Income 98,181 125,423 58,323 76,587
Total comprehensive income for the period attributable to:
Equity attributable to parent's shareholders 84,610 122,682 58,323 76,587
Non controlling Interests 13,571 2,741 - -

Statement of Financial Position

MYTILINEOS GROUP MYTILINEOS S.A.
(Amounts in thousands €) 31/12/2020 31/12/2019 31/12/2020 31/12/2019
Assets
Non current assets
Tangible Assets 3.3 1,161,388 1,120,880 843,469 797,933
Goodwill 3.4 214,677 214,677 - -
Intangible Assets 3.5 231,735 231,758 89,531 86,568
Investments in Subsidiary Companies 3.6 - - 350,762 277,056
Investments in Associates 3.7 25,181 24,026 17,212 17,212
Other Investments 5 - - -
Deferred Tax Receivables 3.8 131,633 112,892 70,918 58,901
Other Financial Assets 3.11.1 153 163 37 37
Derivatives 3.11.3 1,931 2,938 1,931 2,938
Other Long-term Receivables 3.11.4 68,527 68,629 63,792 63,607
Right-of-use Assets 3.2 45,484 48,160 32,202 34,307
1,880,714 1,824,124 1,469,854 1,338,559
Current assets
Total Stock 3.9 290,168 214,377 151,270 155,254
Trade and other receivables 3.13 1,056,460 1,090,802 531,614 481,798
Other receivables 3.10 262,479 314,494 230,682 318,128
Financial assets at fair value through profit or loss 3.11.2 69 63 69 63
Derivatives 3.11.3 9,300 1,023 9,300 431
Cash and cash equivalents 3.13 492,646 713,037 198,492 145,415
2,111,123 2,333,795 1,121,427 1,101,089
Assets 3,991,837 4,157,919 2,591,281 2,439,647
Liabilities & Equity
Equity
Share capital 3.16.1 138,839 138,839 138,604 138,604
Share premium 195,223 193,312 124,701 124,701
Fair value reserves (13,301) (2,571) (13,966) (3,266)
Treasury Stock Reserve (56,795) - (56,795) -
Other reserves 3.16.2 123,987 129,050 (142,676) (141,885)
Translation reserves (38,337) (10,925) 2,149 2,149
Retained earnings 1,161,331 1,136,639 967,319 948,945
Equity attributable to parent's shareholders 1,510,949 1,584,344 1,019,336 1,069,249
Non controlling Interests 63,097 49,526 - -
Equity 1,574,046 1,633,870 1,019,336 1,069,249
Non-Current Liabilities
Long-term debt 3.11.5 911,533 1,006,450 284,152 353,239
42,172 44,764 29,545 31,487
Lease liabilities 3.2
Derivatives 3.11.3 12,647 - 7,507 -
Deferred Tax Liability 3.8 207,335 197,289 154,563 147,584
Liabilities for pension plans 3.17 17,774 16,953 14,661 14,048
Other long-term liabilities 3.11.7 98,651 98,101 66,292 65,768
Provisions 3.18 11,342 12,204 10,587 11,289
Non-Current Liabilities 1,301,454 1,375,761 567,306 623,414
Current Liabilities
Trade and other payables 3.14 687,604 815,205 472,468 502,662
Tax payable 3.19 70,840 61,711 54,054 49,247
Short-term debt 3.11.5 31,246 17,438 0 4
Current portion of non-current debt 3.11.5 37,664 60,194 - 17,332
5,734 5,066 4,645 4,000
Current portion of lease liabilities 3.2
Derivatives 3.11.3 22,230 20,925 22,100 20,689
Other payables 3.15 260,967 167,699 451,372 153,050
Current portion of non-current provisions 3.18 53 49 - -
Current Liabilities 1,116,337 1,148,288 1,004,639 746,984
Liabilities 2,417,791 2,524,049 1,571,945 1,370,398
Liabilities & Equity 3,991,837 4,157,919 2,591,281 2,439,647

Statement of changes in Equity

MYTILINEOS GROUP
(Amounts in thousands €) Share capital Share premium Fair value reserves Treasury Stock Reserve Other reserves Translation
reserves
Retained earnings Total Non controlling
Interests
Total
Adjusted Opening Balance 1st January 2019, according to IFRS - as published- 138,839 193,312 17,804 - 130,758 (11,197) 1,038,862 1,508,377 52,671 1,561,048
Adjustments due to IFRS 9 - -
-
- - - - -
-
-
Change In Equity
Dividends Paid - -
-
- - - (51,441) (51,441) - (51,441)
Transfer To Reserves - -
-
- 278 - (278) -
-
-
Impact From Acquisition Of Share In Subsidiaries - -
-
- - - 4,702 4,738 (5,886) (1,148)
Increase / (Decrease) Of Share Capital - -
-
- (12) - - (12) - (12)
Transactions With Owners - -
-
- 302 - (47,017) (46,715) (5,886) (52,601)
Net Profit/(Loss) For The Period - -
-
- - - 144,891 144,891 2,736 147,627
Other Comprehensive Income:
Exchange Differences On Translation Of Foreign Operations - -
-
- - 544 (110) 434 5 439
Other Financial Assets - -
-
- (1,560) (273) - (1,833) - (1,833)
Cash Flow Hedging Reserve - -
(28,138)
- 160 - - (27,978) - (27,978)
Deferred Tax From Actuarial Gain / (Losses) - -
-
- 38 - - 38 - 38
Actuarial Gain / (Losses) - -
-
- (648) - 14 (634) - (634)
Dererred Tax From Cash Flow Hedging Reserve - -
7,763
- - - - 7,763 - 7,763
Total Comprehensive Income For The Period - -
(20,375)
- (2,010) 272 144,795 122,682 2,741 125,423
Adjusted Closing Balance 31/12/2019 138,839 193,312 (2,571) - 129,050 (10,925) 1,136,639 1,584,344 49,526 1,633,870
Opening Balance 1st January 2020, according to IFRS - as published- 138,839 193,312 (2,571) 0 129,050 (10,925) 1,136,639 1,584,343 49,526 1,633,869
Adjustments due to IFRS 9 - -
-
- - - - -
-
-
Adjusted Opening Balance 1st January 2020 138,839 193,312 (2,571) 0 129,050 (10,925) 1,136,639 1,584,343 49,526 1,633,869
Change In Equity
Dividends Paid - -
-
- - - (51,431) (51,431) - (51,431)
Transfer To Reserves - -
-
- 1,064 0 (1,083) (19) - (19)
Treasury Stock Sales/Purchases - -
-
(56,795) - - - (56,795) - (56,795)
Impact From Acquisition Of Share In Subsidiaries - -
-
- - - (49,757) (49,757) - (49,757)
Increase / (Decrease) Of Share Capital -
1,911
- - (1) - (1,912) (2) - (2)
Transactions With Owners -
1,911
- (56,795) 1,063 0 (104,183) (158,004) - (158,004)
Net Profit/(Loss) For The Period - -
-
- - - 128,926 128,926 13,566 142,492
Other Comprehensive Income:
Exchange Differences On Translation Of Foreign Operations - -
-
- - (27,411) 639 (26,772) 5 (26,768)
Other Financial Assets - -
-
- - - (311) (311) - (311)
Cash Flow Hedging Reserve - -
(14,117)
- (5,587) - - (19,704) - (19,704)
Income Tax Relating To Components Of Other Comprehensive Income - -
-
- 353 - (353) -
-
-
Deferred Tax From Actuarial Gain / (Losses) - -
-
- 37 - - 37 - 37
Actuarial Gain / (Losses) - -
-
- (928) - (26) (953) - (953)
Dererred Tax From Cash Flow Hedging Reserve - -
3,388
- - - - 3,388 - 3,388
Total Comprehensive Income For The Period - -
(10,729)
- (6,125) (27,411) 128,875 84,610 13,571 98,181
Closing Balance 31/12/2020 138,839 195,223 (13,301) (56,795) 123,987 (38,337) 1,161,331 1,510,949 63,097 1,574,046

Statement of changes in Equity

MYTILINEOS S.A.
(Amounts in thousands €) Share capital Share premium Fair value reserves Treasury Stock
Reserve
Other reserves Translation
reserves
Retained earnings Total
Opening Balance 1st January 2019, according to IFRS -as published- 138,604 124,701 17,109 0 (136,454) 2,149 902,914 1,049,025
Adjustments due to IFRS 9 - -
-
- - -
-
-
Change In Equity
Dividends Paid - -
-
- - -
(51,441)
(51,441)
Impact From Merge Through Acquisition Of Subsidiary - -
-
- (4,921) -
-
(4,921)
Transactions With Owners - -
-
- (4,921) -
(51,441)
(56,362)
Net Profit/(Loss) For The Period - -
-
- - -
97,477
97,477
Other Comprehensive Income:
Cash Flow Hedging Reserve - -
(28,138)
- - -
-
(28,138)
Deferred Tax From Actuarial Gain / (Losses) - -
-
- 31 -
-
31
Actuarial Gain / (Losses) - -
-
- (541) -
(6)
(547)
Deferred Tax From Cash Flow Hedging Reserve - -
7,763
- - -
-
7,763
Total Comprehensive Income For The Period - -
(20,375)
- (510) -
97,471
76,587
Closing Balance 31/12/2019 138,604 124,701 (3,266) - (141,885) 2,149 948,945 1,069,249
Opening Balance 1st January 2020, according to IFRS -as published- 138,604 124,701 (3,266) - (141,885) 2,149 948,945 1,069,249
Adjustments due to IFRS 9 - - - - - - - -
Adjusted Opening Balance 1st January 2020 138,604 124,701 (3,266) 0 (141,885) 2,149 948,945 1,069,249
Change In Equity
Dividends Paid - - - - - - (51,441) (51,441)
Transfer To Reserves - - - - (1) - 1 -
Treasury Stock Sales/Purchases - - - (56,795) - - - (56,795)
Transactions With Owners - - - (56,795) (1) - (51,440) (108,236)
Net Profit/(Loss) For The Period - - - - - - 69,814 69,814
Other Comprehensive Income:
Cash Flow Hedging Reserve - - (14,079) - - - - (14,079)
Deferred Tax From Actuarial Gain / (Losses) - - - - (2) - - (2)
Actuarial Gain / (Losses) - - - - (789) - - (789)
Deferred Tax From Cash Flow Hedging Reserve - - 3,379 - - - - 3,379
Total Comprehensive Income For The Period - - (10,700) - (791) - 69,814 58,323
Closing Balance 31/12/2020 138,604 124,701 (13,966) (56,795) (142,676) 2,149 967,319 1,019,336

Cash flow statement

MYTILINEOS GROUP MYTILINEOS S.A.
(Amounts in thousands €) 1/1-31/12/2020 1/1-31/12/2019 1/1-31/12/2020 1/1-31/12/2019
Cash flows from operating activities
-
Cash flows from operating activities
3.27
315,596 269,638 528,119 232,607
Interest paid (30,750) (20,981) (16,065) (21,783)
Taxes paid (35,501) (2,466) (27,923) -
Net Cash flows continuing operating activities 249,346 246,190 484,131 210,825
Net Cash flows discontinuing operating activities (1,001) (1,762) - -
Net Cash flows from continuing and discontinuing operating activities 248,344 244,428 484,131 210,825
Net Cash flow from continuing and discontinuing investing activities
-
Purchases of tangible assets (136,469) (116,917) (107,174) (70,251)
Purchases of intangible assets (18,662) (10,136) (14,301) (5,891)
Sale of tangible assets 5,205 2,165 912 1,822
Dividends received 280 400 - 400
Purchase of financial assets held-for-sale - (493) - (493)
Derivatives settlement (48,185) - (48,239) -
Acquisition of associates - (81) - -
Acquisition /Sale of subsidiaries (less cash) (25,451) (6,175) (25,515) (21,175)
Sale of financial assets held-for-sale - 4 - -
Interest received 3,918 10,050 304 5,265
Grants received/(returns) 11,592 (790) - (1,135)
Other cash flows from investing activities (45) (33) - 23
Net Cash flow from continuing investing activities (207,813) (122,006) (192,688) (91,435)
Net Cash flow from discontinuing investing activities - - - -
Net Cash flow from continuing and discontinuing investing activities (207,813) (122,006) (192,688) (91,435)
Net Cash flow continuing and discontinuing financing activities
-
Tax payments (1) (12) - -
Dividends paid to shareholders (49,549) (52,072) (49,549) (52,072)
Proceeds from borrowings 383,403 729,950 302,096 -
Repayments of borrowings (480,956) (249,504) (376,099) (17,459)
Payment of finance lease liabilities (5,572) (4,619) (4,299) (3,606)
Other cash flows from financing activities (54,304) (40,495) (54,304) (40,495)
Sale of treasury shares (56,230) - (56,230) -
Net Cash flow continuing financing activities (263,208) 383,248 (238,384) (113,632)
Net Cash flow from discontinuing financing activities - - - -
Net Cash flow continuing and discontinuing financing activities (263,208) 383,248 (238,384) (113,632)
Net (decrease)/increase in cash and cash equivalents (222,677) 505,669 53,059 5,758
Cash and cash equivalents at beginning of period 713,037 208,090 145,415 139,656
Less: Cash and cash equivalents at beginning of period from discontinuing activity - (425) - -
Exchange differences in cash and cash equivalents 2,286 (297) - -
Net cash at the end of the period 492,646 713,037 198,492 145,415
Cash and cash equivalent 492,646 713,037 198,492 145,415
Net cash at the end of the period 492,646 713,037 198,492 145,415

The notes on pages 248 to 306 are an integral part of these financial statements.

The cash flows from financing activities of the Group and the Company and specifically the line "Other", include repayments/(payments) of financing under trade agreements.

3. Notes on the financial Statements 248
3.1 Segment reporting 248
3.2 Leases 252
3.3 Tangible assets 254
3.4 Goodwill 256
3.5 Intangible Assets 259
3.6 Investments on subsidiaries 260
3.6.1 Important non-controlling interests 261
3.7 Investments in associate companies 263
3.7.1 Interests in Associates 263
3.8 Deferred tax 264
3.9 Inventories 268
3.10 Other receivables 268
3.11 Financial assets & liabilities 269
3.11.1 Other Financial Assets 270
3.11.2 Financial assets at fair value through profit or loss 270
3.11.3 Derivatives financial instruments 270
3.11.4 Other long-term receivables 271
3.11.5 Loan liabilities 271
3.11.6 Loan liabilities movement 272
3.11.7 Other long-term liabilities 273
3.12 Customers and other trade receivables 273
3.13 Cash and cash equivalents 274
3.14 Suppliers and other liabilities 275
3.15 Other short-term liabilities 275
3.16 Total Equity 275
3.16.1 Share capital 275
3.16.2 Reserves 276
3.17 Employee benefit liabilities 278
3.18 Provisions 280
3.19 Current tax liabilities 282
3.20 Cost of goods sold 282
3.21 Administrative & Distribution Expenses
283
3.22 Other operating income / expenses
284
3.23 Financial income / expenses 285
3.24 Other financial results 285
3.25 Income tax 286
3.26 Earnings per share and dividends 287
3.27 Cash flows from operating activities 288
3.28 Discontinued Operations 288
3.29 Encumbrances 289
3.30 Commitments 290
3.31 Financial Risk Factors 290
3.31.1 Market Risk 291
3.31.2 Credit Risk 294
3.31.3 Liquidity Risk 295
3.32 Fair Value Measurements 297
3.33 Capital Management 299
3.34 Dividend Proposed and Payable 300
3.35 Number of employees 300
3.36 Related Party transactions 300
3.37 Contingent Assets & Contingent Liabilities 302
3.37.1 Unaudited tax years 302
3.37.2 Other Contingent Assets & Liabilities 305
3.37.3 Guarantees 306
3.38 Post Balance Sheet events 306

1. Information about MYTILINEOS S.A.

1.1 General Information

MYTILINEOS S.A. is today one of the biggest industrial Groups internationally, activated in the sectors of Metallurgy, Sustainable Engineering Solutions, International Renewables and Storage Development and Power & Gas. The Company, which was founded in 1990 as a metallurgical company of international trade and participations, is an evolution of an old metallurgical family business which began its activity in 1908.

During the last decade the Company's has gradually expenses its operations from traditional sectors of international metal's trading to metallurgy in the domains of Integrated Projects and Infrastructure, Renewables and Storage Development and Electricity and Natural Gas. The Group's objective is to develop synergies between four different operation segments by assigning the role of management and strategy to Mytilineos Holdings S.A.

The group's headquarters is located in Athens – Maroussi (8 Artemidos Str., P.C. 151 25) and its shares were listed in the Athens Stock Exchange in 1995.

The financial statements for the year ended 31.12.2020 (along with the respective comparative information for the previous year 2019), were approved by the Board of directors on 03.03.2021 and the approval of the Annual General Meeting of shareholders is pending.

1.2 Nature of activities

During the last ten years the Company's activities have expanded from the traditional sector of international metal's trading to those of construction and energy. The aim is the development of synergies between the four different areas of activities.

The object of the Company is:

  • a) To participate in the capital of other undertakings;
  • b) To produce and manufacture alumina and aluminium in Greece and to trade in same in any country;
  • c) To manufacture metal structures of any type;
  • d) To perform the design, construction, operation, maintenance, management and exploitation of plants for the generation of electrical energy from any source in general;
  • e) To engage in power and heat generation, trading, supply, transmission and distribution, the import and export, acquisition and transfer of electricity, and heat;
  • f) To carry on all types of activities relevant to the building, repair and scrapping (breaking) of ships and, in general, defense material;
  • g) To engage in the production, extraction, acquisition, storage, gasification, transport, distribution and transfer (including by sale/supply) of natural gas;
  • h) To elaborate studies, undertake the construction of public and private technical projects and works of any nature, to perform assembly and installation activities for the structures and products produced by the Company in Greece and abroad;
  • i) To construct, operate and exploit hydraulic, sewerage and other similar installations to serve the purposes of the Company and/or other third parties whom the Company does business with;
  • j) To produce and sell steam, water (indicatively demineralized water, water for firefighting, etc.) as well as;
  • k) To provide various services to third parties with whom the Company does business with, including, indicatively, services for a) decontamination, b) firefighting, c) monitoring and recording air quality, d) collection, transportation, disposal and management of solid and liquid waste and wastewater, etc.;
  • l) To elaborate feasibility studies with respect to processes for the operation of power and heat generation plants of all types,
  • m) To purchase, erect, sell and resell real property, and to acquire, lease, rent, sublease, install, develop and exploit mines and quarries, industrial sites and shops;
  • n) To provide advice and services in the areas of business administration and management, administrative support, risk management, information systems, financial management;
  • o) To provide services in connection with market research, analysis of investment programmes, elaboration of studies and plans, the commissioning, supervision and management of the relevant work, risk management and strategic planning, development and organization;
  • p) To carry on any business act and undertake any activity or action directly or indirectly related to the above objects of the Company.

1.3 Group Structure

The Group Structure as at 31.12.2020 is presented on the following table:
--------------------------------------------------------------------------- -- --
NAME OF SUBSIDIARIES, COUNTRY OF CONSOLIDATION METHOD PERCENTAGE 31.12.2020
ASSOCIATES AND JOINT VENTURES INCORPORATION
Direct % Indirect %
1 MYTILINEOS S.A. Greece - - -
2 SERVISTEEL
3 RODAX ROMANIA SRL
Greece
Romania
Full
Full
99.98%
0.00%
0.00%
100.00%
4 ELEMKA S.A. Greece Full 83.50% 0.00%
5 DROSCO HOLDINGS LIMITED Cyprus Full 0.00% 83.50%
6 BRIDGE ACCESSORIES & CONSTRUCTION SYSTEMS S.A. Greece Full 0.00% 62.63%
7 ΜΕΤΚΑ BRAZI SRL Romania Full 100.00% 0.00%
8 POWER PROJECT SANAYI INSAAT TICARET LIMITED SIRKETI Turkey Full 100.00% 0.00%
9 DELFI DISTOMON A.M.E. Greece Full 100.00% 0.00%
10 DESFINA SHIPPING COMPANY Greece Full 100.00% 0.00%
11 ST. NIKOLAOS SINGLE MEMBER P.C. Greece Full 100.00% 0.00%
12 RENEWABLE SOURCES OF KARYSTIA S.A. Greece Full 3.05% 96.95%
13 SOMETRA S.A. Romania Full 92.79% 0.00%
14 STANMED TRADING LTD Cyprus Full 0.00% 100.00%
15 MYTILINEOS FINANCE S.A. Luxembourg Full 100.00% 0.00%
16 RDA TRADING Guernsey Islands Full 0.00% 100.00%
17 MYTILINEOS BELGRADE D.O.O. Serbia Full 0.00% 100.00%
18 MYVEKT INTERNATIONAL SKOPJE FYROM Full 0.00% 100.00%
19 MYTILINEOS FINANCIAL PARTNERS S.A. Luxembourg Full 100.00% 0.00%
20 MYTILINEOS INTERNATIONAL COMPANY AG "MIT Co" Switzerland Full 0.00% 100.00%
21 GENIKI VIOMICHANIKI S.A. Greece Full Joint Management Joint Management
22 DELTA PROJECT CONSTRUCT SRL Romania Full 95.01% 0.00%
23 FOIVOS ENERGY S.A. Greece Full 0.00% 100.00%
24 HYDROHOOS S.A. Greece Full 0.00% 100.00%
25 HYDRIA ENERGY S.A. Greece Full 0.00% 100.00%
26 EN.DY. S.A. Greece Full 0.00% 100.00%
27 THESSALIKI ENERGY S.A. Greece Full 0.00% 100.00%
28 NORTH AEGEAN RENEWABLES Greece Full 100.00% 0.00%
29 MYTILINEOS HELLENIC WIND POWER S.A. Greece Full 80.00% 0.00%
30 AIOLIKI ANDROU TSIROVLIDI S.A. Greece Full 79.20% 1.00%
31 MYTILINEOS AIOLIKI NEAPOLEOS S.A. Greece Full 79.20% 1.00%
32 AIOLIKI EVOIAS PIRGOS S.A. Greece Full 79.20% 1.00%
33 AIOLIKI EVOIAS POUNTA S.A. Greece Full 79.20% 1.00%
34 AIOLIKI EVOIAS HELONA S.A. Greece Full 79.20% 1.00%
35 AIOLIKI ANDROU RAHI XIROKOBI S.A. Greece Full 79.20% 1.00%
36 METKA AIOLIKA PLATANOU S.A. Greece Full 79.20% 1.00%
37 AIOLIKI SAMOTHRAKIS S.A. Greece Full 100.00% 0.00%
38 AIOLIKI EVOIAS DIAKOFTIS S.A. Greece Full 79.20% 1.00%
39 AIOLIKI SIDIROKASTROU S.A. Greece Full 79.20% 1.00%
40 HELLENIC SOLAR S.A. Greece Full 100.00% 0.00%
41 SPIDER S.A. Greece Full 100.00% 0.00%
PROTERGIA AGIOS NIKOLAOS POWER SOCIETE ANONYME OF
42
GENERATION AND SUPPLY OF ELECTRICITY (ex ANEMOSKALA
Greece Full 100.00% 0.00%
RENEWABLE ENERGY SOURCES S.A.)
METKA INDUSTRIAL - CONSTRUCTION S.A. (ex ANEMOSTRATA
43
RENEWABLE ENERGY SOURCES S.A.)
Greece Full 100.00% 0.00%
44 ANEMODRASI RENEWABLE ENERGY SOURCES S.A. Greece Full 0.00% 100.00%
45 ANEMORAHI RENEWABLE ENERGY SOURCES S.A. Greece Full 0.00% 100.00%
46 HORTEROU S.A. Greece Full 0.00% 100.00%
47 KISSAVOS DROSERI RAHI S.A. Greece Full 0.00% 100.00%
48 KISSAVOS PLAKA TRANI S.A. Greece Full 0.00% 100.00%
49 KISSAVOS FOTINI S.A. Greece Full 0.00% 100.00%
50 AETOVOUNI S.A. Greece Full 0.00% 100.00%
51 LOGGARIA S.A. Greece Full 0.00% 100.00%
52 IKAROS ANEMOS SA Greece Full 0.00% 100.00%
53 KERASOUDA SA Greece Full 0.00% 100.00%
54 AIOLIKH ARGOSTYLIAS A.E. Greece Full 0.00% 100.00%
55 MNG TRADING Greece Full 100.00% 0.00%
56 KORINTHOS POWER S.A. Greece Full 0.00% 65.00%
57 KILKIS PALEON TRIETHNES S.A. Greece Full 0.00% 100.00%
58 ANEMOROE S.A. Greece Full 0.00% 100.00%
59 PROTERGIA ENERGY S.A. Greece Full 0.00% 100.00%
60 SOLIEN ENERGY S.A. Greece Full 0.00% 100.00%
ALUMINIUM OF GREECE INDUSTRIAL AND COMMERCIAL SOCIETE
61 ANONYME (EX OSTENITIS S.A.) Greece Full 100.00% 0.00%
62 METKA RENEWABLES LIMITED Cyprus Full 100.00% 0.00%
63 AIOLIKH TRIKORFON S.A. Greece Full 0.00% 100.00%
64 MAKRYNOROS ENERGEIAKH S.A. Greece Full 0.00% 100.00%
65 RIVERA DEL RIO Panama Full 50.00% 0.00%
66 METKA-EGN LTD Cyprus Full 100.00% 0.00%
67 METKA-EGN LIMITED England Full 0.00% 100.00%
68 METKA-EGN CHILE SPA Chile Full 0.00% 100.00%
69 METKA-EGN USA LLC Puerto Rico Full 0.00% 100.00%
70 ΜΕΤΚΑ EGN KZ LLP Kazakhstan Full 0.00% 100.00%
71 ΜΕΤΚΑ EGN MEXICO S. DE.R.L. C.V Mexico Full 0.00% 100.00%
72 METKA-EGN UGANDA SMC LTD Uganda Full 0.00% 100.00%
73 METKA-EGN JAPAN LTD Japan Full 0.00% 100.00%
74 METKA POWER WEST AFRICA LIMITED Nigeria Full 100.00% 0.00%
United Arab
75 METKA INTERNATIONAL LTD (FZE) Emirates Full 100.00% 0.00%
United Arab
76 METKA INTERNATIONAL LTD (RAK) Full 100.00% 0.00%
Emirates
77 METKA POWER INVESTMENTS Cyprus Full 100.00% 0.00%
78 AURORA VENTURES Marshal Islands Full 100.00% 0.00%
79 PROTERGIA THERMOELEKTRIKI S.A. Greece Full 100.00% 0.00%
80 MTRH Developmnet GmbH Austria Full 0.00% 100.00%
81 Energy Ava Yarz LLC Iran Full 0.00% 100.00%
82 MTH Services Stock Austria Full 0.00% 100.00%
83 METKA EGN SARDINIA SRL Italy Full 0.00% 100.00%
84 METKA EGN FRANCE SRL France Full 0.00% 100.00%
85 METKA EGN SPAIN SLU Spain Full 0.00% 100.00%
86 METKA EGN KOREA LTD Korea Full 0.00% 100.00%
87 METKA GENERAL CONTRACTOR CO. LTD Korea Full 0.00% 100.00%
88 METKA EGN AUSTRALIA PTY LTD Australia Full 0.00% 100.00%
89 METKA EGN SINGAPORE PTE LTD Singapore Full 0.00% 100.00%
90 METKA EGN APULIA SRL Italia Full 0.00% 100.00%
91 VIGA RENOVABLES SP1 SL Spain Full 0.00% 100.00%
92 VIGA RENOVABLES SP2 SL Spain Full 0.00% 100.00%
93 METKA EGN AUSTRALIA PTY HOLDINGS LTD Australia Full 0.00% 100.00%
94 ZEOLOGIC Α.Β.Ε.Ε Greece Full 60.00% 0.00%
95 EP.AL.ME. S.A. Greece Full 97.87% 0.00%
96 TERRANOVA ASSETCO PTY LTD Australia Full 0.00% 100.00%
97 WAGGA-WAGGA OPERATIONS CO PTY LTD Australia Full 0.00% 100.00%
98 WAGGA-WAGGA PROPERTY CO PTY LTD Australia Full 0.00% 100.00%
99 JUNEE OPERATIONS CO PTY LTD Australia Full 0.00% 100.00%
100 JUNEE PROPERTY CO PTY LTD Australia Full 0.00% 100.00%
101 COROWA OPERATIONS CO PTY LTD Australia Full 0.00% 100.00%
102 COROWA PROPERTY CO PTY LTD Australia Full 0.00% 100.00%
103 MOAMA OPERATIONS CO PTY LTD Australia Full 0.00% 100.00%
104 MOAMA PROPERTY CO PTY LTD Australia Full 0.00% 100.00%
105 KINGAROY OPERATIONS CO PTY LTD Australia Full 0.00% 100.00%
106 KINGAROY PROPERTY CO PTY LTD Australia Full 0.00% 100.00%
107 GLENELLA OPERATIONS CO PTY LTD Australia Full 0.00% 100.00%
108 GLENELLA PROPERTY CO PTY LTD Australia Full 0.00% 100.00%
109 J/V ΜΕΤΚΑ – ΤΕRΝΑ Greece Equity 10.00% 0.00%
110 THERMOREMA S.A. Greece Equity 40.00% 0.00%
111 FTHIOTIKI ENERGY S.A. Greece Equity 0.00% 35.00%
112 IONIA ENERGY S.A. Greece Equity 49.00% 0.00%
113 BUSINESS ENERGY AIOLIKH ENERGEIAKH TROIZINIAS S.A. Greece Equity 0.00% 49.00%
114 METKA IPS LTD Dubai Equity 50.00% 0.00%
115 INTERNATIONAL POWER SUPPLY AD Bulgaria Equity 10.00% 0.00%
116 ELEMKA SAUDI Saudi Arabia Equity 0.00% 34.24%
117 MY SUN Italy Full 0.00% 100.00%
118 METKA CYPRUS PORTUGAL HOLDINGS Portugal Full 0.00% 100.00%
119 JVIGA KOREA TAEAHN Inc. Korea Full 0.00% 100.00%
120 METKA EGN AUSTRALIA HOLDINGS TWO PTY LTD Australia Full 0.00% 100.00%
121 MYTILINEOS WIND ENERGY ALBANIA Albania Full 100.00% 0.00%
122 METKA CYPRUS PORTUGAL 2 Portugal Full 0.00% 100.00%
123 METKA CYPRUS PORTUGAL 3 Portugal Full 0.00% 100.00%
124 METKA EGN SOLAR 1 Spain Full 0.00% 100.00%
125 METKA EGN SOLAR 2 Spain Full 0.00% 100.00%
126 METKA EGN SOLAR 3 Spain Full 0.00% 100.00%
127 METKA EGN SOLAR 4 Spain Full 0.00% 100.00%
128 METKA EGN SOLAR 5 Spain Full 0.00% 100.00%
129 METKA EGN SOLAR 6 Spain Full 0.00% 100.00%
130 METKA EGN SOLAR 7 Spain Full 0.00% 100.00%
131 METKA EGN SOLAR 8 Spain Full 0.00% 100.00%
132 METKA EGN SOLAR 9 Spain Full 0.00% 100.00%
133 METKA EGN SOLAR 10 Spain Full 0.00% 100.00%
134 METKA EGN SOLAR 11 Spain Full 0.00% 100.00%
135 METKA EGN SOLAR 12 Spain Full 0.00% 100.00%
136 METKA EGN SOLAR 13 Spain Full 0.00% 100.00%
137 METKA EGN SOLAR 14 Spain Full 0.00% 100.00%
138 METKA EGN SOLAR 15 Spain Full 0.00% 100.00%
139 METKA EGN SOLAR 16 Spain Full 0.00% 100.00%
140 METKA EGN SOLAR 17 Spain Full 0.00% 100.00%
141 METKA EGN SOLAR 18 Spain Full 0.00% 100.00%
142 METKA EGN SOLAR 19 Spain Full 0.00% 100.00%
143 METKA EGN SOLAR 20 Spain Full 0.00% 100.00%
144 METKA EGN SOLAR 21 Spain Full 0.00% 100.00%
145 METKA EGN SOLAR 22 Spain Full 0.00% 100.00%
146 METKA EGN SOLAR 23 Spain Full 0.00% 100.00%
147 METKA EGN SOLAR 24 Spain Full 0.00% 100.00%
148 METKA EGN SOLAR 25 Spain Full 0.00% 100.00%
149 METKA EGN SOLAR 26 Spain Full 0.00% 100.00%
150 METKA EGN SOLAR 27 Spain Full 0.00% 100.00%
151 METKA EGN SOLAR 28 Spain Full 0.00% 100.00%
152 METKA EGN SOLAR 29 Spain Full 0.00% 100.00%
153 METKA EGN SOLAR 30 Spain Full 0.00% 100.00%
154 METKA EGN SOLAR 31 Spain Full 0.00% 100.00%
155 METKA EGN SOLAR 32 Spain Full 0.00% 100.00%
156 METKA EGN SOLAR 33 Spain Full 0.00% 100.00%
157 METKA EGN SOLAR 34 Spain Full 0.00% 100.00%
158 METKA EGN SOLAR 35 Spain Full 0.00% 100.00%
159 METKA EGN SOLAR 36 Spain Full 0.00% 100.00%
160 METKA EGN SOLAR 37 Spain Full 0.00% 100.00%
161 METKA EGN SOLAR 38 Spain Full 0.00% 100.00%
162 METKA EGN SOLAR 39 Spain Full 0.00% 100.00%
163 METKA EGN SOLAR 40 Spain Full 0.00% 100.00%
164 METKA EGN Mexico Holding Mexico Full 0.00% 100.00%
165 J/V MYTILINEOS - XANTHAKIS Greece Equity 50.00% 0.00%
166 J/V MYTILINEOS - ELEMKA Greece Full 50.00% 41.75%
167 J/V MYTILINEOS - ELEMKA - ENVIROFINA Greece Equity 50.00% 20.88%
168 J/V AVAX S.A. - INTRAKAT - MYTILINEOS S.A. - TERNA S.A. Greece Equity 25.00% 0.00%
169 FALAG Holdings Limited England Full 0.00% 100.00%
170 METKA EGN Holdings 1 Limited Cyprus Full 0.00% 100.00%
171 METKA EGN Burkina Faso Sarl Burkina Faso Full 0.00% 100.00%
172 METKA EGN SINGAPORE HOLDINGS PTE LTD Singapore Full 0.00% 100.00%
173 CROOME AIRFIELD SOLAR LIMITED England Full 0.00% 100.00%
174 EEB 23 LIMITED England Full 0.00% 100.00%
175 EEB13 LIMITED England Full 0.00% 100.00%
176 METKA EGN RENEWCO HOLDING LIMITED England Full 0.00% 100.00%
177 METKA EGN TW HOLDINGS LIMITED England Full 0.00% 100.00%
178 SIRIUS SPV LTD (WATNALL) England Full 0.00% 100.00%
179 SSPV1 LIMITED England Full 0.00% 100.00%
180 METKA EGN SINGAPORE HOLDINGS 2 PTE. LTD Singapore Full 0.00% 100.00%
181 METKA EGN SINGAPORE HOLDINGS 3 PTE. LTD Singapore Full 0.00% 100.00%
182 METKA EGN CENTRAL ASIA Uzbekistan Full 0.00% 100.00%
183 MAVIS SOLAR FARM SINGAPORE PTE. LTD Singapore Full 0.00% 100.00%
184 MOURA SOLAR FARM PTE. LTD. Singapore Full 0.00% 100.00%
185 WYALONG SOLAR FARM PTE. LTD. Singapore Full 0.00% 100.00%
186 METKA EGN ITALY S.R.L. Italy Full 0.00% 100.00%
187 MOURA SOLAR FARM HOLDINGS PTY LTD Australia Full 0.00% 100.00%
188 WYALONG SOLAR FARM HOLDINGS PTY LTD Australia Full 0.00% 100.00%
189 MAVIS SOLAR FARM AUSTRALIA HOLDINGS PTY LTD Australia Full 0.00% 100.00%
190 MAVIS SOLAR FARM PTY LTD Australia Full 0.00% 100.00%
191 PENRITH BESS HOLDING PTE LTD Singapore Full 0.00% 100.00%
192 METKA EGN SPAIN HOLDING 1 SL Spain Full 0.00% 100.00%
193 METKA EGN SPAIN HOLDING 2 SL Spain Full 0.00% 100.00%
194 CENTRAL SOLAR DE DIVOR LDA Portugal Full 0.00% 100.00%
195 CENTRAL SOLAR DE FALAGUEIRA DLA Portugal Full 0.00% 100.00%
196 MK SOLAR CO., LTD. Korea Full 0.00% 100.00%
197 WATNALL ENERGY LIMITED England Full 0.00% 100.00%
198 HANMAEUM ENERGY CO., LTD. Korea Full 0.00% 100.00%
199 SANTIAM INVESTMENT V LTD Cyprus Full 0.00% 90.00%
200 SANTIAM INVESTMENT VI LTD Cyprus Full 0.00% 90.00%
201 PENRITH BESS HOLDINGS PTY LTD Australia Full 0.00% 100.00%
202 TERRANOVA HOLDCO PTY LTD Australia Full 0.00% 100.00%
203 EPC HOLDCO PTY LTD Australia Full 0.00% 100.00%
204 ESCO SOLAR FARM 4 PTY LTD Australia Full 0.00% 100.00%
205 ESCO SOLAR FARM 4 HOLDINGS PTY LTD Australia Full 0.00% 100.00%
206 ESCO SOLAR FARM 2 PTY LTD Australia Full 0.00% 100.00%

Group branches:

The consolidated Financial Statements of the period ended December 31, 2020 include the following companies using the full consolidation method:

a)METKA EGN Singapore Holdings Pte Ltd which was established in January 2020 by the 100% subsidiary of the Group, METKA EGN LTD Cyprus, b) METKA EGN Burkina Faso which was established in June 2020 by the 100% subsidiary of the Group, METKA EGN LTD Cyprus, c) METKA EGN SPAIN HOLDING 1 SL and METKA EGN SPAIN HOLDING 2 SL which were established in July 2020 by the 100% subsidiary of the Group, METKA EGN LTD Cyprus, d) METKA EGN ITALY S.R.L. which was established in November of 2020 by the 100% subsidiary of the Group, METKA EGN LTD Cyprus, e) METKA-EGN CENTRAL ASIA which was established in August 2020 by the 100% subsidiaries of the Group, METKA EGN LTD Cyprus and METKA - EGN LIMITED and f) EPC HOLDCO PTY LTD which was established in December 2020 by the 100% subsidiary of the Group, METKA EGN Singapore Holdings Pte. Ltd.

The consolidated Financial Statements for the period ended December 31, 2020 also include the following companies as assets: a) METKA EGN SOLAR 16, METKA EGN SOLAR 17, METKA EGN SOLAR 18, METKA EGN SOLAR 19, METKA EGN SOLAR 20, METKA EGN SOLAR 21, METKA EGN SOLAR 22, METKA EGN SOLAR 23, METKA EGN SOLAR 24, METKA EGN SOLAR 25, METKA EGN SOLAR 26, METKA EGN SOLAR 27, METKA EGN SOLAR 28, METKA EGN SOLAR 29, METKA EGN SOLAR 30, METKA EGN SOLAR 31, METKA EGN SOLAR 32, METKA EGN SOLAR 33, METKA EGN SOLAR 34, METKA EGN SOLAR 35, METKA EGN SOLAR 36, METKA EGN SOLAR 37, METKA EGN SOLAR 38, METKA EGN SOLAR 39, METKA EGN SOLAR 40, Metka EGN Renewco Holding Limited and Metka EGN TW Holdings Limited which were established by 100% subsidiary of the Group, ΜΕΤΚΑ-EGN LTD, b) WATNALL ENERGY LIMITED which was established by the 100% subsidiary of the Group, Falag Holdings Limited, c) METKA EGN SINGAPORE HOLDINGS 2 Pte LTD, METKA EGN SINGAPORE HOLDINGS 3 Pte LTD, MAVIS SOLAR FARM SINGAPORE Pte LTD, MOURA SOLAR FARM Pte LTD, WYALONG SOLAR FARM Pte LTD and PENRITH BESS HOLDING Pte LTD which were established by the 100% subsidiary of the Group, METKA EGN Singapore Holdings Pte Ltd. Following, these new established companies proceeded with the establishment of the companies TERRANOVA HOLDCO PTY LTD, MOURA SOLAR FARM HOLDINGS PTY LTD, MAVIS SOLAR FARM AUSTRALIA HOLDINGS PTY LTD, WYALONG SOLAR FARM HOLDINGS PTY LTD and PENRITH BESS HOLDINGS

PTY LTD, d) METKA EGN Mexico Holding which was established by the 100% subsidiaries of the Group, METKA EGN Holding 1 Limited and METKA - EGN LIMITED, e) Croome Airfield Solar Limited which was acquired by the 100% subsidiary of the Group, ΜΕΤΚΑ - EGN LTD, in November of 2020 against consideration of GBP 1.759.260, f) EEB 23 Limited, EEB13 Limited and SSPV1 Limited which were acquired by the 100% subsidiary of the Group, Falag Holdings Limited, in July of 2020 against consideration of GBP 2.994.000, GBP 780.000 and GBP 780.000 respectively, g) Sirius SPV Ltd (Watnall) which was acquired by the 100% subsidiary of the Group, Falag Holdings Limited, in November of 2020 against consideration of GBP 587.986, h) ESCO Solar Farm 4 Holdings Pty L which was acquired by the 100% subsidiary of the Group, MOURA SOLAR FARM HOLDINGS PTY Ltd in December of 2020 against consideration of AUD 150.000, i) ESCO Solar Farm 2 Pty Ltd which was acquired by the 100% subsidiary of the Group WYALONG SOLAR FARM HOLDINGS PTY Ltd in November of 2020 against consideration of AUD 150.000, j) 90% of SANTIAM INVESTMENT V LTD and 90% of SANTIAM INVESTMENT VI LTD were acquired by the 100% subsidiary of the Group METKA EGN LTD Cyprus in June of 2020 against consideration of € 485.620 και € 443.920 respectively, k) HANMAEUM ENERGY Co. Ltd which was acquired by the 100% subsidiary of the Group, METKA KOREA CO. LTD in September of 2020 against consideration of KRW 1.000.000, l) Inversiones Fotovoltaicas SpA which was acquired by the 100% subsidiary of the Group, METKA EGN Chile SpA, in August of 2020 against consideration of USD 3.500.000 and m) Planta Fotovoltaica La Torre 40 SLU which was acquired by the 100% subsidiary of the Group, METKA EGN SPAIN HOLDING 1 SL, in December of 2020 against consideration of € 5.800.000.

In accordance with the requirements of IFRS 3, it was found that the acquired assets and the undertaken liabilities of the aforementioned companies do not constitute "business" as defined in IFRS 3 and therefore are out of the scope of the standard, however, these transactions were accounted for as an acquisition of assets.

The consolidated Financial Statements for the period ended 31 December 2020 no longer include the following companies:

i) Radiant Solar Holdings Limited και Greensol Holdings Limited, which sold in February of 2020 from 100% subsidiary of the Group METKA EGN LTD. These companies have been owned portfolio of Solar Parks of total capacity 47 MW on Northern and Central Greece. Τhis portfolio of Solar Parks included the companies SELEYKOS ENERGY SMC SA, ARITI ENERGY SMC SA, EKAVI ENERGY SMC SA, KALIPSO ENERGY SMC SA, KIRKI ENERGY SMC SA, ILIDA ENERGY SMC SA, ANTIGONOS ENERGY SMC SA, ANTIKLEIA ENERGY SMC SA, LISIMAHOS ENERGY SMC SA, INO ENERGY SMC SA, ANTIPATROS ENERGY SMC SA, MENANDROS ENERGY SMC SA., and ii) Domenico Marine Inc and Picado Marine Corp which sold in January 2020 from 100% subsidiary of the Group POWER PROJECTS.

On 8/9/2020 the joint venture under the name JOINT VENTURE AVAX S.A. - INTRAKAT - MYTILINEOS SA - TERNA SA was established.

1.4 Significant information

During the reporting period, the Group proceed to the following:

In January, the subsidiary of MYTILINEOS, ZEOLOGIC S.A. announces the signing of an agreement with FAIRDEAL MARINE SERVICES FZE, for the construction of the first treatment plant of oily sludge as well as of sludge arising from flue gas treatment systems. This plant will be installed at the FAIRDEAL Group premises in Fujairah of the United Arab Emirates and it is the first environmental project of ZEOLOGIC S.A. in the Middle East. Τhe facility's design will be based on the internationally patented treatment method (Geochemical Active Clay Sedimentation - GACS) for liquid and solid waste treatment, with exclusive rights of use held by ZEOLOGIC. Based on the GACS method, the waste becomes 'Non Hazardous' after its treatment and thus the treated waste can be safely disposed. ZEOLOGIC and FAIRDEAL Group envisage the installation of more plants using this technology in the Persian Gulf region, addressing the recognized environmental problems of the region and the need to install state of the art infrastructure to support Green Shipping.

In February, MYTILINEOS decisively contributes to the energy upgrading of public areas in the municipalities and undertakes the street lighting project in Volos Municipality in the context of a joint venture with its subsidiary ELEMKA. During the project, the conventional street lights shall be replaced; the existing street lights, despite their short life cycle and erratic luminosity, are nevertheless highly energy consuming. The new framework to be used will adopt the most state-of-the-art solutions in the lighting technologies and will offer, besides a more regulated and high quality light, an improved visible luminous efficacy and a better ambiance in the urban environment; it will additionally save up to 55% of the electricity supply, reducing thus the cost and the Municipality's energy footprint.

The joint venture MYTILINEOS-ELEMKA was chosen by an electronic international tender declared by Volos Municipality, budgeted at 14,297,339.64€ plus VAT. The scope of the contract covers the supply, installation and 12 year maintenance (not including the 12 months for installation) and in particular:

  1. The installation of the new luminaires using new LED technology to improve and upgrade the municipality's level of lighting, in the Municipal Communities of Volos and Nea Ionia.

  2. The improvement of maintenance planning, by operating a 'Telecontrol-Telemanagement and Energy control system' (SLMS), in the System for Public Areas Lighting (Street Lighting).

  3. The use of preventive maintenance systems through a PC (failure recording methodology, priority list, remedy planning and check, reporting and statistics monitoring).

In February, MYTILINEOS also announces Corporate reorganizational changes. The Board of Directors of MYTILINEOS approved on 4.2.2020 the proposals of the Chairman and CEO of the company Evangelos Mytilineos as follows:

  1. In view of the upcoming completion of the full acquisition of its subsidiary METKA EGN and already being established as one of the largest Solar PV and energy storage developers worldwide, a new business unit (BU), International Renewables and Storage Development (RSD) is created, under the leadership of Nikos Papapetrou as General Manager. This new BU is expected to become a strong pillar of growth while providing inherent synergies for the Company.

  2. In line with international best practices and the ongoing developments in the Greek Energy sector, the Gas Trading BU is being integrated with the Electric Power BU, in line with the reporting treatment as a sole BU in the Company's annual accounts. Dinos Benroubi will be the General Manager of the Consolidated Power and Gas BU, while Panagiotis Kanellopoulos, former Gas Trading BU General Manager, assumes the position of Deputy General Manager responsible for Natural Gas issues.

  3. With sustainability increasingly evolving from a peripheral activity into a key element of the Company's operational strategy, the existing Investor Relations and Corporate Governance central function is redesignated as Corporate Governance and Sustainable Development, under the leadership of Dimitris Papadopoulos as General Manager. This newly redesigned central function will aim to become a "center of excellence" for MYTILINEOS in ensuring sustainable development initiatives are implemented across all business lines and that corporate strategy is aligned with the company's sustainability goals.

In addition to the above, the following changes have also been approved:

  1. Evangelos Chrysafis, Executive Vice President of the Company's Board of Directors, assumes from his position enhanced duties for regulatory and corporate strategic issues related to the Energy sector.

  2. Petros Selekos, assumes the role of General Manager for Legal and Regulatory Affairs.

  3. The existing Investor Relations central function will report to the Chief Financial Officer, Ioannis Kalafatas.

  4. The Communication and Marketing Strategy central function is being upgraded with Vivian Bouzali as General Manager.

The above changes are effective from Monday, February 10, 2020.

On 13.02.2020 MYTILINEOS S.A. announces that it has signed an agreement with Motor Oil (Hellas) SA for the sale of a group of operational solar power parks totaling 47MW, through its newly designated Business Unit, International Renewable and Storage Development (RSD) and more specifically, through the sale of certain participations of its subsidiary METKA EGN LTD. The solar parks are located within Northern and Central Greece and the total consideration was €45.8m.

The solar parks became operational in the second half of 2019 and have a secured revenue stream via a 20-year Power Purchase Agreement ("PPA") through the Greek Renewable Energy operator (DAPEEP).The RSD business unit of MYTILINEOS already has internally approved solar power development investments projects of approximately 540MW, in Australia, Cyprus, Mexico, South Korea, Spain and the UK, with a goal of developing and transferring at least 1,500MW of solar power plant and storage development projects over the next five years.

The transaction is part of the broader strategy of the solar development business model ("Build-Operate-Transfer ("BOT") being rolled out through the newly created RSD business unit of MYTILINEOS. The business model leverages the global construction and development expertise of MYTILINEOS'

subsidiary, METKA-EGN, having completed more than 1.2 gigawatt of solar power plants and 200 megawatts of energy storage projects in more than five continents.

On 13.03.2020 MYTILINEOS S.A. with reference to the announcement dated 24.06.2019, MYTILINEOS announces that the acquisition of the remaining 49.9% stake in METKA EGN LTD. As a result, MYTILINEOS is the sole shareholder (100%) of METKA EGN LTD. METKA EGN LTD is already a material part of MYTILINEOS, constituting the main pillar for the 4th Business Unit of the Company, the International Renewables and Storage Development Business Unit (RSD).

On 27.03.2020 MYTILINEOS S.A. announces that the Extraordinary General Meeting discussed and took decisions on the sole item of the agenda and more specifically approved an Own Share Buyback Program in order to reduce the share capital and cancel own shares that will be acquired by the Company, or/and distribute shares to employees or/and members of the management of the Company or/and of associate company, in accordance with the applicable remuneration policy, with maximum number of Company shares to be bought 14,289,116 (up to 10% of the share capital), minimum price €0.97 per share and maximum price €20 per share, and program duration between March 27th, 2020 and March 26th, 2022. Furthermore, the board of directors was authorized to implement the Program.

In June, MYTILINEOS S.A. announces the agreement with Gazprom export LLC for a long-term contract for natural gas Interim financial report for the period 1st January to 30th June 2020 19 supply. The agreement was signed yesterday June 1st 2020 by Deputy Chairman of the Gazprom Management Committee, Director General of Gazprom Export Elena Burmistrova, and Chairman and CEO of MYTILINEOS S.A. Evangelos Mytilineos. The contract provides for annual deliveries for the period up to 2030. The agreement will further enhance the competitiveness of MYTILINEOS' gas position in the area and contribute significantly to the maximum efficiency of its industrial and power generation facilities.

MYTILINEOS S.A. announces that announces that it will prepay the total nominal value of bonds issued by MYTILINEOS and made available through the process of a public offer, pursuant to the Common Bond Loan Programme issuance of up to €300,000,000 and Bondholder Agent Appointment Agreement dated 27.06.2017 (the "CBL Programme"). The prepayment shall take place on June 29th, 2020, pursuant to the provisions of the term 7.3 of the CBL Programme (the "Prepayment"). In the context of the Prepayment and in accordance with the provisions of the CBL Programme, MYTILINEOS will pay to the bondholders a) the total nominal value of the bonds, i.e. €1,000 per bond, and b) accrued interest generated until 29.06.2020. The gross interest amount for the 6th interest payment period, which corresponds to 300,000 bonds currently traded on the Athens Exchange, is €4,779,166.67, i.e. €15.9305555556 per bond and has been calculated at an annual interest rate of 3.10 (before tax).

Therefore, for each bond with a nominal value of €1,000, each bondholder shall receive a total gross amount of €1,015.9305555556, comprising of €1,000 nominal value, plus gross interest of €15.9305555556. The payment of the accrued interest to the bondholders will take place through the "Hellenic Central Securities Depositary S.A." (ATHEXCSD) on Monday, June 29th, 2020 as follows:

  1. Through the operators of the beneficiaries in the Dematerialized Security System (Banks and Securities firms) for the bondholders that have authorized their operators for the collection, according to the D.S.S.'s Operations Regulation and ATHEXCSD's relevant resolutions.

  2. By depositing to the International Bank Account Number (IBAN), to which the bondholder has declared that he wishes to receive the distributed amounts, according to article 13 of the D.S.S.'s Operations Regulation and to the no 6 Decision of ATHEXCSD' Board of Directors, as in force, to bondholders who do not wish to receive the distributed amounts through their Operators.

  3. Bondholders who, for any reason, are unable to collect the distributed amounts via the above mentioned under 1 and 2 sections mechanism or whose bonds are kept in their special investor's account, they will be able to collect such from ATHEXCSD (110, Athinon Avenue) daily from Monday to Friday and from 09.00 to 16.00 or via a deposit in the bank account indicated by the bondholders to their operator by a relevant written notice.

MYTILINEOS S.A. (the "Company") announces that on Thursday, June 4th, 2020 at 13.00, the 30th Annual General Meeting of shareholders of the Company was held at the registered offices of the Company. Shareholders representing 74,209,625 common registered shares and voting rights, i.e. 51,93% of the total 142.891.161 total common registered shares participated (physically or remotely through teleconference or by way of exercising their voting right before the meeting).

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

On the 1st item of the agenda, the shareholders approved the annual and consolidated financial statements for the financial year 01.01.2019 - 31.12.2019, the relevant Board of Directors' and Statutory Auditor's reports, and the Statement of Corporate Governance, as presented for approval.

On the 2nd item of the agenda, the shareholders approved the appropriation of the results for the financial year 01.01.2019 - 31.12.2019 and the distribution of dividend to the shareholders of the Company in the amount of thirtysix eurocents (€0.36) per share. After deduction of 5% tax withholding, the net payable dividend per share amount to three hundredths and forty-two eurocents (€0.342). The ex-date and beneficiary determination date (based on the record date rule) of June 24th, 2020 and June 25th, 2020 respectively were approved, and the corresponding amount will be paid to shareholders starting on July 1st, 2020. The Company will publish a separate announcement concerning the dividend payment procedure in accordance with article 4.1.3.4 of the Athens Exchange Regulation. In addition, the shareholders approved payment to members of the board of directors of remuneration from the profits of the Company for the fiscal year 01.01.2019 until 31.12.2019, as presented for approval.

On the 3rd item of the agenda, the shareholders approved in accordance with the provisions of article 112 par.3 of law 4548/2018 the remuneration report for 2019.

On the 4th item of the agenda, the shareholders approved the overall management of the board of directors for the fiscal year 01.01.2019 - 31.12.2019 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.

On the 5th item of the agenda, the shareholders elected the Auditing Firm GRANT THORNTON S.A., having its registered office in Paleo Faliro (56 Zefyrou Street) and registered with the Special Register of article 13 par. 5 of Presidential Decree (P.D.) 226/1992 under SOEL Reg. No. 127 to carry out the regular audit of the Company's individual and consolidated financial statements for the current fiscal year 01.01.2020 - 31.12.2020, the review of the of the interim financial statements for the period 01.01.2020 - 30.06.2020 as well as to issue the annual tax certificate and set their remuneration.

On 23.06.2020 MYTILINEOS S.A. following relevant announcement of June 4th, 2020, announces that the Annual Regular General Meeting of the Shareholders of the Company, held on June 4 th , 2020, resolved, among others, to distribute a dividend in the sum of 0.36 euros per share. The final dividend amount that will be paid out stands at 0.361734 euros per share, increased by the dividend corresponding to 685,029 own shares that will be held by the Company on June 24th, 2020 (ex-dividend date). The dividend is subject to a 5% withholding tax, in accordance with the applicable tax provisions (with the exception or differentiation of such withholding for shareholders falling under special provisions. Therefore, the net amount of dividend which will be paid to shareholders will be 0.343647 euros per share. On June 24 th, 2020 the Company's shares will trade ex-dividend. The beneficiaries of the dividend are the shareholders registered in the records of the Dematerialised Securities System (DSS) on June 25 th , 2020 (record date). Payment of the dividend will commence on July 1st, 2020.

On 08.07.2020 MYTILINEOS S.A proceeds towards another key move and transforms the EPC BU - METKA into a new, modern and innovative Business Unit; the Sustainable Engineering Solutions BU (SES BU), as an autonomous General Directorate. In addition to the construction of thermal power plants and selected construction projects traditionally executed by the BU, our activity is reinforced by the dynamic development of Sustainability projects.

MYTILINEOS is adapting its unique know-how to Sustainable Development Solutions and plans:

a) To continue to deploy its competitive advantage in the construction of thermal units and to further develop in the field of Transmission & Distribution (T&D) and

b) To grow targeted to the field of infrastructure through PPP projects and activities that require advanced know-how in view of the major projects that have been announced in our country within the relaunch of the economy in the post Covid - 19 era.

On 15.07.2020 the grand opening of the New Double Railway of the "Kiato - Rododafni" section of ERGOSE took place, in the presence of the Minister of Infrastructure and Transport; a project that MYTILINEOS completed successfully and on schedule. The project is part of the modernization works of the railway axis "Athens - Corinth - Patras", it is connected to the railway line "Piraeus - Thessaloniki - Borders" and through this line to the European railway network.

The contract between ERGOSE SA and MYTILINEOS was signed on September 11, 2014. The project is approximately 71 km long and its objective consisted of the completion of the works between the Kiato Railway Station and the Rododafni Aigio Railway Station. MYTILINEOS undertook the construction of the railway infrastructure, the restoration of the side and vertical road network, the implementation of all track works, the construction of the electromechanical installations inside the six tunnels and their Service Buildings, and the installation of a new modern telecomanding signaling system.

MYTILINEOS, through the Sustainable Engineering Solutions Business Unit, (SES BU), is ranked in the highest category of builders' experience related to major private and public projects in Greece and abroad, with activities that include, among others, transport infrastructure, concessions and partnerships, certified buildings, environmentally friendly waste management solutions, hybrid and off-grid energy projects, energy upgrade projects, but also execution of innovative first-of-kind energy projects.

On 21.10.2020 MYTILINEOS' Renewables and Storage Development (RSD) Business Unit announced that the 300MW Solar Power Plant in the municipality of Talaván, Cáceres, Spain (the "Talasol Project") reached the Mechanical Completion. The contract was signed with Talasol Solar S.L.U., a subsidiary of Ellomay Capital Ltd., on the 18th of June 2018 and the Notice to Proceed has been issued on 30th of April 2019.

After approximately 17 months and despite the major difficulties caused by Covid-19 pandemic in Spain and all over the world, the photovoltaic plant is now ready to be connected to the 400kV network. The scope of the project included the engineering, procurement and construction (EPC) and the ancillary facilities for injecting power into the grid, including a 400 kV step-up substation, the high voltage interconnection line to the point of connection to the grid and performance of two years of operation and maintenance (O&M) services.

On 29.10.2020 MYTILINEOS' Renewables and Storage Development (RSD) Business Unit announced that after approximately 15 months, the 170MW Solar Power Plant in the municipality of Pica, Tarapaca, Chile ( Sonnedix Atacama Solar) reached Mechanical Completion.

The contract was signed with global solar IPP Sonnedix, on the 10th of April 2019 and the Notice to Proceed has been issued on the 3rd of September 2019. The scope of the project included the engineering, procurement and construction (EPC) of the Solar Plant and performance of two years of operation and maintenance (O&M) services.

On 25.11.2020 the country's healthcare system is faced with increasing needs; this fact has activated the large enterprises to seek out the optimum ways to contribute. When covid-19 reached our country, right from the outset MYTILINEOS contacted the relevant authorities, recorded the needs and promptly reacted. Unfortunately, however, the evolution of the pandemic is dynamic; the needs of hospitals are constantly changing and demands are pressing.

On 30.11.2020 MYTILINEOS announced that after three years of delay due to the internal situation in Libya, is relaunching the construction works for the power generation plant in Tobruk, as the necessary funding lines that were languishing have been activated. The General Electricity Company of Libya (GECOL) enacted the Letter of Credit towards MYTILINEOS giving the green light for the construction of the plant which will be implemented in three stages: The first turbine will be constructed in the first stage and it will be able to directly reinforce the country's energy system by almost 160MW. Once all three stages are finalized, the plant will be of a total power output of more than 650MW and will have a dual fuel (natural gas or distillate fuel oil) ability. It will include the supply and installation of 4 General Electric GT13E2 gas turbines in open cycle configuration, together with all associated balance of plant equipment and a 220/66kV substation. The contract value for MYTILINEOS amounts to \$400mn.

On 01.12.2020 MYTILINEOS announced the signing of the Contract for the Project 'Remaining Works for the completion of the Motorway Connecting Aktio with the Western North-South Axis'. MYTILINEOS undertakes to complete the construction works in 32 kilometers of the motorway Aktio-Amvrakia. The Project's scope includes inter alia the construction of four grade separated intersections, one at-grade intersection and the construction of a service road network with a total length of 23 kilometers. The Ministry of Infrastructure and Transport using the preemption right, foreseen in the Contract, may assign to MYTILINEOS, within two years, a complementary agreement for the 'Aktio-Amvrakia' axis connection with the Ionian Motorway through the Rivios' interhange. The Contract's value for MYTILINEOS stands at EUR 73.465.594,83 (plus EUR 17.631.742,76 for VAT) and the completion time is 30 months after its signing. The preemption agreement value is set at circa EUR 5mn, excluding VAT.

On 02.12.2020 a Joint Venture of companies led by MYTILINEOS signed an agreement for the Engineering, Procurement and Construction (EPC) of the Protos Energy Recovery Facility project in Cheshire, England, which will treat 400,000 tonnes of non-recyclable waste per year. In particular, the works will be undertaken by the Sustainable Engineering Solutions (SES) Business Unit for the project's owners Covanta, Biffa and Green Investment Group. The facility is expected to enter into commercial operation in 2024 and it will be operated by Covanta.

On 10.12.2020 MYTILINEOS has been proclaimed as the contractor of the 'Pampa Tigre' project in the Antofaghsata region of Chile. This project involves the construction of a solar farm of 118.4 MWp by Mainstream Renewable Power company. The construction is set to be completed in September 2021 while the interconnection with the grid is expected in November 2021. This is the Company's fifth solar farm project in Chile (168,7 MWp Atacama II, 10,4 MWp Eclipse, 3MWp RLA, 3MWp La Manga) a fact confirming that the Company has built a solid basis in the difficult market of Latin America.

On 10.12.2020 MYTILINEOS has been proclaimed as the contractor of the 'Pampa Tigre' project in the Antofaghsata region of Chile. This project involves the construction of a solar farm of 118.4 MWp by Mainstream Renewable Power company. The construction is set to be completed in September 2021 while the interconnection with the grid is expected in November 2021. This is the Company's fifth solar farm project in Chile (168,7 MWp Atacama II, 10,4 MWp Eclipse, 3MWp RLA, 3MWp La Manga) a fact confirming that the Company has built a solid basis in the difficult market of Latin America.

On 14.12.2020 MYTILINEOS through its Renewables and Storage Development (RSD) Business Unit has acquired a 75 MW solar project in Australia from ESCO Pacific. The Solar Farm is Wyalong (75 MW) which is located in New South Wales and has secured a high quality long-term PPA. This acquisition brings MYTILINEOS' Australian portfolio to 290MW, having acquired in 2019 a portfolio of six projects in New South Wales and Queensland, of which three (totalling120MW) are currently under construction.

MYTILINEOS S.A. (the "Company") announced that on Friday, December 18th, 2020 at 11.00, an Extraordinary General Meeting of shareholders of the Company was held at the registered offices of the Company.

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

(i) On the 1st item of the agenda, the shareholders approved the supplement to the scope of the Company as presented for approval. Furthermore, the board of directors was authorized to implement this resolution.

(ii) On the 2nd item of the agenda, the shareholders approved the amendment of article 10 of the articles of association as presented for approval. Furthermore,the board of directors was authorized to implement this resolution.

On 21.12.2020 MYTILINEOS through its Renewables and Storage Development (RSD) Business Unit acquired a 50 MW solar project in Spain (Jaen Solar Farm) from Viridi RE. The Jaen project is Ready to build and the construction is scheduled to start in the first quarter of 2021. The Solar Farm will be connected to the high voltage Endesa substation.

On 23.12.2020 MYTILINEOS established its position in the energy market of Australia, as its Renewables and Storage Development (RSD) Business Unit has acquired another solar project in Queensland. Specifically, the Company acquired the 110 MW solar farm Moura from ESCO Pacific, one of Australia's leading solar farm developers and operators. Furthermore, the project has already secured a PPA with CS Energy, a Queensland Government-owned energy company. This acquisition brings MYTILINEOS' Australian portfolio to 400MW.

2. Basis for preparation of the financial statements and basic accounting principles

The consolidated financial statements of MYTILINEOS S.A. as of December 31st 2020 covering the entire 2020 fiscal year, have been compiled based on the historic cost principle as amended by the readjustment of specific asset and liability items into market values, the going concern principle and are in accordance with the International Financial Reporting Standards (IFRS) that have been issued by the International Accounting Standards Board (IASB) and their interpretations that have been issued by the International Financial Reporting Interpretations Committee (IFRIC) of the IASB.

According to the IFRS, the preparation of the Financial Statements requires estimations during the application of the Group's accounting principles. Important admissions are presented wherever it has been judged appropriate.

The reporting currency is Euro (currency of the country of the domicile of the parent Company) and all amounts are reported in thousands unless stated otherwise.

2.1 Changes in Accounting Policies

The accounting principles and calculations based upon under the preparation of the consolidated financial statements are the same as those applied for the preparation of the annual consolidated financial statements for FY ended as at 31 December 2019 and successively applied to all the presented periods.

2.1.1 New Standards, Interpretations, Revisions and Amendments to existing Standards that are effective and have been adopted by the European Union

The following new Standards, Interpretations and amendments of IFRSs have been issued by the International Accounting Standards Board (IASB), are adopted by the European Union, and their application is mandatory from or after 01/01/2020.

Revision of the Conceptual Framework for Financial Reporting (effective for annual periods starting on or after 01/01/2020)

In March 2018, the IASB issued the revised Conceptual Framework for Financial Reporting (Conceptual Framework), the objective of which was to incorporate some important issues that were not covered, as well as update and clarify some guidance that was unclear or out of date. The revised Conceptual Framework includes a new chapter on measurement, which analyzes the concept on measurement, including factors to be considered when selecting a measurement basis, concepts on presentation and disclosure, and guidance on derecognition of assets and liabilities from financial statements. In addition, the revised Conceptual Framework includes improved definitions of an asset and a liability, guidance supporting these definitions, update of recognition criteria for assets and liabilities, as well as clarifications in important areas, such as the roles of stewardship, prudence and measurement uncertainty in financial reporting. The amendments do not affect the consolidated and separate Financial Statements.

Amendments to References to the Conceptual Framework in IFRS Standards (effective for annual periods starting on or after 01/01/2020)

In March 2018, the IASB issued Amendments to References to the Conceptual Framework, following its revision. Some Standards include explicit references to previous versions of the Conceptual Framework. The objective of these amendments is to update those references so that they refer to the revised Conceptual Framework and to support transition to the revised Conceptual Framework. The amendments do not affect the consolidated and separate Financial Statements.

Amendments to IAS 1 and IAS 8: "Definition of Material" (effective for annual periods starting on or after 01/01/2020)

In October 2018, the IASB issued amendments to its definition of material to make it easier for companies to make materiality judgements. The definition of material helps companies decide whether information should be included in their financial statements. The updated definition amends IAS 1 and IAS 8. The amendments clarify the definition of material and how it should be applied by including in the definition guidance that until now has featured elsewhere in IFRS Standards. The amendments affect/ do not affect the consolidated/ separate Financial Statements. The amendments do not affect the consolidated and separate Financial Statements.

Amendments to IFRS 9, IAS 39 and IFRS 7: "Interest Rate Benchmark Reform" (effective for annual periods starting on or after 01/01/2020)

In September 2019, the IASB issued amendments to some specific hedge accounting requirements to provide relief from potential effects of the uncertainty caused by the Interest Rate Benchmark reform. The amendments are designed to support the provision of useful financial information by companies during the period of uncertainty arising from the phasing out of interest – rate benchmarks such as interbank offered rates (IBORs). It requires companies to provide additional information to investors about their hedging relationships which are directly affected by these uncertainties. The amendments do not affect the consolidated and separate Financial Statements.

Amendments to IFRS 3: "Definition of a Business" (effective for annual periods starting on or after 01/01/2020)

In October 2018, the IASB issued narrow-scope amendments to IFRS 3 to improve the definition of a business. The amendments will help companies determine whether an acquisition made is of a business or a group of assets. The amended definition emphasizes that the output of a business is to provide goods and services to customers, whereas the previous definition focused on returns in the form of dividends, lower costs or other economic benefits to investors and others. In addition to amending the wording of the definition, the Board has provided supplementary guidance. The amendments do not affect the consolidated and separate Financial Statements.

Amendments to IFRS 16 "Leases" Covid-19 – Related Rent Concessions (effective for annual periods starting on or after 01/06/2020

In May 2020, the IASB issued amendments to IFRS 16 that provide lessees with an exemption from assessing whether a Covid-19-related rent concession is a lease modification. More specifically, the amendments clarify that if certain conditions are met, lessees are not required to assess whether particular Covid-19-related rent concessions are lease modifications. Instead, lessees that apply the practical expedient, would account for those rent concessions as if they were not lease modifications. It applies to Covid-19-related rent concessions that reduce lease payments due on or before June 30, 2021. The amendments do not affect the consolidated and separate Financial Statements.

2.1.2 New Standards, Interpretations, Revisions and Amendments to existing Standards that have not been applied yet or have not been adopted by the European Union

The following new Standards, Interpretations and amendments of IFRSs have been issued by the International Accounting Standards Board (IASB), but their application has not started yet or they have not been adopted by the European Union.

Amendments to IFRS 4 "Insurance Contracts" – deferral of IFRS 9 (effective for annual periods starting on or after 01/01/2021)

In June 2020, the IASB issued amendments that declare deferral of the date of initial application of IFRS 17 by two years, to annual periods beginning on or after January 1, 2023. As a consequence, the IASB also extended the fixed expiry date for the temporary exemption from applying IFRS 9 "Financial Instruments" in IFRS 4 "Insurance Contracts", so that the entities are required to apply IFRS 9 for annual periods beginning on or after January 1, 2023. The Group will examine the impact of the above on its Financial Statements, though it is not expected to have any. The above have been adopted by the European Union with effective date of 01/01/2021.

Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16: "Interest Rate Benchmark Reform – Phase 2" (effective for annual periods starting on or after 01/01/2021)

In August 2020, the IASB has finalized its response to the ongoing reform of IBOR and other interest benchmarks by issuing a package of amendments to IFRS Standards. The amendments complement those issued in 2019 and focus on the effects on financial statements when a company replaces the old interest rate benchmark with an alternative benchmark rate as a result of the reform. More specifically, the amendments relate to how a company will account for changes in the contractual cash flows of financial instruments, how it will account for a change in its hedging relationships as a result of the reform, as well as relevant information required to be disclosed. The Group will examine the impact of the above on its Financial Statements, though it is not expected to have any. The above have been adopted by the European Union with effective date of 01/01/2021.

Amendments to IFRS 3 "Business Combinations", IAS 16 "Property, Plant and Equipment", IAS 37 "Provisions, Contingent Liabilities and Contingent Assets" and "Annual Improvements 2018-2020" (effective for annual periods starting on or after 01/01/2022)

In May 2020, the IASB issued a package of amendments which includes narrow-scope amendments to three Standards as well as the Board's Annual Improvements, which are changes that clarify the wording or correct minor consequences, oversights or conflicts between requirements in the Standards. More specifically:

  • Amendments to IFRS 3 Business Combinations update a reference in IFRS 3 to the Conceptual Framework for Financial Reporting without changing the accounting requirements for business combinations.
  • Amendments to IAS 16 Property, Plant and Equipment prohibit a company from deducting from the cost of property, plant and equipment amounts received from selling items produced while the company is preparing the asset for its intended use. Instead, a company will recognize such sales proceeds and related cost in profit or loss.
  • Amendments to IAS 37 Provisions, Contingent Liabilities and Contingent Assets specify which costs a company includes when assessing whether a contract will be loss-making.
  • Annual Improvements 2018-2020 make minor amendments to IFRS 1 First-time Adoption of International Financial Reporting Standards, IFRS 9 Financial Instruments, IAS 41 Agriculture and the Illustrative Examples accompanying IFRS 16 Leases.

The Group will examine the impact of the above on its Financial Statements, though it is not expected to have any. The above have not been adopted by the European Union.

IFRS 17 "Insurance Contracts" (effective for annual periods starting on or after 01/01/2023)

In May 2017, the IASB issued a new Standard, IFRS 17, which replaces an interim Standard, IFRS 4. The aim of the project was to provide a single principle-based standard to account for all types of insurance contracts, including reinsurance contracts that an insurer holds. A single principle-based standard would enhance comparability of financial reporting among entities, jurisdictions and capital markets. IFRS 17 sets out the requirements that an entity should apply in reporting information about insurance contracts it issues and reinsurance contracts it holds. Furthermore, in June 2020, the IASB issued amendments, which do not affect the fundamental principles introduced when IFRS 17 has first been issued. The amendments are designed to reduce costs by simplifying some requirements in the Standard, make financial performance easier to explain, as well as ease transition by deferring the effective date of the Standard to 2023 and by providing additional relief to reduce the effort required when applying the Standard for the first time. The Group will examine the impact of the above on its Financial Statements, though it is not expected to have any. The above have not been adopted by the European Union.

Amendments to IAS 1 "Classification of Liabilities as Current or Non-current" (effective for annual periods starting on or after 01/01/2023)

In January 2020, the IASB issued amendments to IAS 1 that affect requirements for the presentation of liabilities. Specifically, they clarify one of the criteria for classifying a liability as non-current, the requirement for an entity to have the right to defer settlement of the liability for at least 12 months after the reporting period. The amendments include: (a) specifying that an entity's right to defer settlement must exist at the end of the reporting period; (b) clarifying that classification is unaffected by management's intentions or expectations about whether the entity will exercise its right to defer settlement; (c) clarifying how lending conditions affect classification; and (d) clarifying requirements for classifying liabilities an entity will or may settle by issuing its own equity instruments. Furthermore, in July 2020, the IASB issued an amendment to defer by one year the effective date of the initially issued amendment to IAS 1, in response to the Covid-19 pandemic. The Group will examine the impact of the above on its Financial Statements, though it is not expected to have any. The above have not been adopted by the European Union.

2.2 Significant accounting judgments, estimates and assumptions

Preparations of financial statements under IFRS requires the management to apply judgments, make estimates and use assumptions that affect publisized amounts of assets and liabilities as well as disclosures of contingent assets and liabilities as at the financial statements preparation date and publicized amounts of revenue and expenses for the reporting period. The actual results may differ from estimated.

Estimations are reassessed on an on-going basis and are based on both – past experience and other factors, such as expectations of future events deemed reasonable under the current conditions.

2.2.1 Judgments

The applied accounting principles and judgments of the management, apart from those pertaining to estimates, that have the most significant effect on the amounts, recognized in the financial statements, mainly pertain to the following:

Recoverability of receivables

Allowances for doubtful receivables are based on historical date on recoverability of receivables and take into account the expected credit risk. The method, applied by Company, facilitates calculating the expected credit losses over the life of its receivables. The methods is used on past experience, but is adapted in order to reflect projections for the future financial condition of customers and economic environment. Balancing historical data and future financial conditions with the expected credit losses requires applying significant estimates. The amount of the allowance is recognized as an expense in other operating expenses in the income statement.

Obsolesce of inventory

Adequate allowances are made for obsolete, useless and slow moving inventory. Impairment in net realizable value of inventory and other losses are recorded in the income statement for the period when incurred.

2.2.2 Estimates and assumptions

Estimating specific amounts, included or affecting financial statements and related disclosures required making assumptions in respect of values or circumstances that cannot be known with certainty at the time of financial statements preparation. Significant accounting estimate is defined as an estimate significant to the company's financial position and results, which requires the most difficult, subjective or complex management judgments, often arising from the need to make estimates regarding the effect of assumptions that are uncertain. The Group assesses such assumptions on an on-going basis, taking into close consideration historical data and experience, discussions with experts, current trends and other methods considered appropriate, under the effective conditions, in line with the projections as to how the change in the future.

Significant accounting estimates and judgments of the Management applied under the preparation of the current financial statements are consistent with those applied in the annual financial statements as of December 31st 2019. The following issues are to be noted following the above and in particular, regarding the financial statements as of 31/12/2020:

Goodwill impairment estimates

The Group tests goodwill for potential impairment on annual basis and whenever events or circumstances indicate that impairment may be effective (ex. a major adverse change in the corporate environment or a decision to sell or dispose of a reporting unit). Determining whether an impairment is effective requires valuation of the respective reporting unit, estimated applying a discounted cash flow method. When deemed available and as appropriate, comparative market multiples are applied in order to verify the results arising from discounted cash flows. When applying the particular method, the Management relies on a number of factors, including actual operating results, future business plans, economic projections and market data.

Should this analysis indicates the existence of goodwill impairment, its measurement requires estimating fair value of every identified tangible or intangible asset. In this case, cash flow approach is applied, as recorded above, by independent appraisers, whenever deemed appropriate.

Other identified intangible assets with defined useful lives, subject to amortization, are tested for impairment through comparing the carrying amount to the aggregation of undiscounted cash flows expected to be generated by the asset. Intangible assets with indefinite lives are tested for impairment on annual basis applying a fair value method such as discounted cash flows.

The Group tests goodwill for impairment annually, in accordance with the accounting principles recorded in Note 3.4. The recoverable amounts of cash-generating units have been determined based on value-in-use calculations, which require the use of accounting estimates.

Budgeting of construction contracts

The accounting treatment of revenues and expenses of a construction contract depends on whether the final result of the contract can be estimated reliably (and is expected to generate profit or loss for the beneficiary). When the result of a construction contract can be estimated reliably then all the respective revenues and expenses related to the contract are recognized during the term of the contract. The Group uses the percentage of completion method to determine the appropriate amount of the respective revenue and expense to be recognized in every period. The percentage of completion is calculated as the contracted cost realized over the total budgeted cost of construction for each project. Therefore, significant management estimates are required with regard to the gross result regarding the completed construction (estimated cost of execution).

Income tax

The Group and the Company are subject to income tax in numerous tax jurisdictions. Significant estimates are required while determining provisions for income tax. There are many transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. The Group and the Company recognize liabilities for anticipated tax audit issues based on estimates of the extent, to which additional taxes will be imposed. When the final tax outcome of these matters is different from the initially recorded amount, such differences will affect the income tax and provisions for deferred tax in the period when the aforementioned amounts have been determined.

Provisions for rehabilitation of environment

The Group operates in the sectors of Metallurgy, Sustainable Engineering Solutions, Electricity and Natural Gas Trading. The environmental impacts, potentially to be generated by the aforementioned activities, may cause rehabilitation costs. For the determination of environmental rehabilitation costs and the time they may occur , the Group performs the relevant analyzes and makes assessments using specialized technical and legal consultants. The Group makes a provision in its financial statements for the estimated environmental rehabilitation costs when these are considered probable.

Contingent liabilities

In the ordinary course of its business operations, the Group gets involved in litigations and claim. The Management estimates that none of the resulting settlements would materially affect the financial position of the Group as at December 31, 2020. However, determining contingent liabilities relating to litigations and claims is a complex procedures, involving s judgments as to potential outcomes and interpretation of legislations and regulations.

Change in accounting estimation

On 01/01/2020, the Group decided to change the useful life of renewable energy sources (RES). Specifically, the remaining useful life of renewable energy parks was adjusted to 25 years from 20 years in which it was initially estimated. The reasons for that estimation are:

  • There is an experience of 15 -20 years from the operation of renewable parks. These renewable parks have a good performance during these years and the maintenance cost haven't increased.
  • For the last 10 years, large scale equipment has been used both in dimension and power of wind generators (wings diameter > 70 meters and power ≥ 2MW). Therefore, the renewable energy parks have a higher performance.
  • The cost of repowering the RES is as high as a new RES, because the infrastructure and equipment needs to be renovated with the exception of the substation, so there is no reason to renew the equipment especially when it works without problems.

The Management assessed the change in accounting estimate as realistic. The Group changed this accounting estimate of useful life, using the provisions of IAS 8 "Accounting Policies, Changes in Accounting Estimates and Errors" by estimating that the rate of future benefits of fixed assets has changed and adjusting accordingly the depreciation rate to reflect the new rate. The positive effect of the change in accounting estimate for the period 01/01 – 31/12/2020 amounted to 4,016 thousands and affected the tangible, intangible assets and results of the Group for the same period.

On 01/07/2020, the Group decided to change the operating currency of the subsidiary Power Project based in Turkey. Specifically, the operating currency of the subsidiary has changed by EUR to USD, which was originally estimated and the reason for this is that most of the income and expenses of the company are in USD and most of its receivables and liabilities are also settled in USD.

The Management assessed the change in accounting estimate as realistic. The subsidiary changed this accounting estimate of the operating currency, using the provisions of IAS 8 "Accounting Policies, Changes in Accounting Estimates and Errors"

The debit exchange rates amount of € 26,6 million, arising from the foreign currency translation during the consolidation of the financial statements of the subsidiary for the year ended 31/12/2020, were recognized in other comprehensive income and cumulative in equity and in particular to balance sheet "Translation Reserve".

2.3 Discontinued Operations

The Company Mytilineos S.A. which resulted from the merger of its subsidiaries METKA, ALUMINUM OF GREECE, PROTERGIA and PROTERGIA THERMO AGIOS NIKOLAOS presents separately the result from discontinued operations as described below.

In 2009, applying IFRS 5 "Non-current assets held for sale & discontinued operations", the assets and liabilities of the subsidiary company SOMETRA S.A. were presented separately, regarding which a decision was made on January 26, 2009 on temporary suspension of the production activity of the Zinc-Lead production plant in Romania, and presents also the amounts recognized in the income statement separately from continuing operations. Given the global economic recession, there were no feasible scenarios for the alternative utilization of the aforementioned financial assets.

Consequently, since 2011, by applying par. 13 of IFRS 5 "Non-current assets Held for Sale" Zinc-Lead («SOMETRA S.A.») production ceases to be an asset held for sale and is considered as an asset to be abandoned. The assets of its operations returned to continuing operations while at the same time, it continued to show separately the result of the discontinued operation in the income statement.

On 31/12/2015, SOMETRA S.A., contributed the Zinc-Lead activity, through a spin – off process, to its newly established subsidiary Reycom Recycling S.A. (REYCOM). The said spin - off is part of the "Mytilineos Group" restructuring process, regarding the Zinc-Lead discontinued operation, targeting on the production of Zn & Pb oxides through the development of a recycling operation of metallurgical residues. Within the same frame, on 29/11/2016 the crossborder merger of the subsidiary REYCOM and the subsidiary company ALUMINUM OF GREECE (ATE) was completed.

2.4 Consolidation

(a) Subsidiaries: Subsidiaries are entities (including special purpose entities) in which the Group holds more than half of the voting rights or has the ability to direct the financial and operating principles followed.

The existence of potential voting rights that are exercisable at the time the financial statements are prepared, is taken into account in order to determine whether the parent exercises control over the subsidiaries.

Subsidiaries are consolidated completely (full consolidation) using the purchase method from the date that control over them is acquired and cease to be consolidated from the date that control no longer exists.

The acquisition of a subsidiary by the Group is accounted for using the purchase method. The paragraph "2.8 Intangible Assets - Goodwill" presents the accounting treatment of goodwill. The acquisition cost of a subsidiary is the fair value of the assets given as consideration, the shares issued and the liabilities undertaken on the date of the acquisition plus any costs directly associated with the transaction. The individual assets, liabilities and contingent liabilities that are acquired during a business combination are valued during the acquisition at their fair values regardless of the participation percentage. The acquisition cost over and above the fair value of the individual assets acquired is booked as goodwill. If the total cost of the acquisition is lower than the fair value of the individual assets acquired, the difference is immediately transferred to the income statement.

Inter-company transactions, balances and unrealized profits from transactions between Group companies are eliminated in consolidation. Unrealized losses are also eliminated except if the transaction provides indication of impairment of the transferred asset. The accounting principles of the subsidiaries have been amended so as to be in conformity to the ones adopted by the Group.

Transactions with minorities: For the accounting of transactions with minority, the Group applies the accounting principle based on which such transactions are handled as transactions with third parties beyond the Group. The sales towards the minority create profit and losses for the Group, which are booked in the results. The purchases by the minority create goodwill, which is the difference between the price paid and the percentage of the book value of the equity of the subsidiary acquired.

(b) Associates: Associates are companies on which the Group can exercise significant influence but not "control" and which do not fulfill the conditions to be classified as subsidiaries or joint ventures. The assumptions used by the group imply that holding a percentage between 20% and 50% of a company's voting rights suggests significant influence on the company. . Investments in associates are initially recognized at cost and are subsequently valued using the Equity method. At the end of each period, the cost of acquisition is increased by the Group's share in the associates' net assets change and is decreased by the dividends received from the associates.

Any goodwill arising from acquiring associates is contained in the cost of acquisition. Whether any impairment of this goodwill occurs, this impairment decreases the cost of acquisition by equal charge in the income statement of the period.

After the acquisition, the Group's share in the profits or losses of associates is recognized in the income statement, while the share of changes in reserves is recognized in Equity. The cumulated changes affect the book value of the investments in associated companies. When the Group's share in the losses of an associate is equal or larger than the carrying amount of the investment, including any other doubtful debts, the Group does not recognize any further losses, unless it has guaranteed for liabilities or made payments on behalf of the associate or those that emerge from ownership.

Unrealized profits from transactions between the Group and its associates are eliminated according to the Group's percentage ownership in the associates. Unrealized losses are eliminated, except if the transaction provides indications of impairment of the transferred asset. The accounting principles of the associates have been adjusted to be in conformity to the ones adopted by the Group.

(c) Investments in joint ventures: Investments in joint ventures are classified according to IFRS 11" Joint Arrangements", or "Joint Operation", or "Joint Venture". The classification is based upon each participating parties' rights and obligations arising from the joint arrangement. The Group by assessing the nature and the special characteristics of the investments, classifies, as at 31/12/2019, an investment in joint venture recognized based on the equity method.

Investments in joint ventures according to the equity method are initially recognized at cost and are then adjusted to the Group's share of profits or losses and other comprehensive income of the joint ventures. When the Group's share of losses of a joint venture is equal to or exceeds its interest in that joint venture, the Group does not recognize any further losses unless it has entered into commitments or has made payments on behalf of the joint venture.

Unrealized gains on transactions between the Group and joint ventures are eliminated by the Group's participation in the joint ventures. Unrealized losses are also eliminated unless there is evidence of the transaction for impairment of the asset transferred.

2.5 Segment reporting

MYTILINEOS Group is active in four main operating business segments: a) Metallurgy, b) Sustainable Engineering Solutions, c) International Renewables and Storage Development and d) Power & Gas. In accordance with the requirements of IFRS 8, management generally follows the Group's service lines, which represent the main products and services provided by the Group, in identifying its operating segments. Each of these operating segments is managed separately as each of these service lines requires different technologies and other resources as well as marketing approaches.

2.6 Foreign currency translation

(a) Functional currency and presentation currency

The measurement of the items in the financial statements of the Group's companies is based on the currency of the primary economic environment in which the Group operates (operating currency). The consolidated financial statements are reported in euros, which is the operating currency and the reporting currency of the parent Company and all its subsidiaries.

(b) Transactions and balances

Transactions in foreign currencies are converted to the operating currency using the rates in effect at the date of the transactions.

Profits and losses from foreign exchange differences that result from the settlement of such transactions during the period and from the conversion of monetary items denominated in foreign currency using the rate in effect at the balance sheet date are posted to the results. Foreign exchange differences from non-monetary items that are valued at their fair value are considered as part of their fair value and are thus treated similarly to fair value differences.

The Group's foreign activities in foreign currency (which constitute an inseparable part of the parent's activities), are converted to the operating currency using the rates in effect at the date of the transaction, while the asset and liability items of foreign activities, including surplus value and fair value adjustments, that arise during the consolidation, are converted to euro using the exchange rates that are in effect as at the balance sheet date.

(c) The Group's companies

Operating results and equity of all Group's companies (excluding those opening in hyperinflationary economies), that their operating currency is not the same as Group's, are translated to Group's presentation currency as follows:

(i) Assets and liabilities are presented and translated according to the exchange rate at the balance sheet date.

(ii) Sales and expenses of the Profit and Loss statement are translated according to the average exchange rate of the balance sheet period.

(iii) Foreign exchange differences arising from the above are registered at equity account "Translation Reserve".

Goodwill and fair value revaluation arising from subsidiary acquisition, operating abroad, are registered as assets/liabilities at subsidiary accounts and are converted according to fixing rate at each time.

2.7 Tangible assets

Fixed assets are reported in the financial statements at acquisition cost or deemed cost, as determined based on fair values as at the transition dates, less accumulated depreciations and any impairment suffered by the assets. The acquisition cost includes all the directly attributable expenses for the acquisition of the assets.

Subsequent expenditure is added to the carrying value of the tangible fixed assets or is booked as a separate fixed asset only if it is probable that future economic benefits will flow to the Group and their cost can be accurately and reliably measured. The repair and maintenance cost is booked in the results when such is realized.

Depreciation of tangible fixed assets (other than Land which are not depreciated) is calculated using the straight line method over their useful life, as follows: Sheet1

Buildings 25-35 years
Mechanical equipment 4-30 years
Vehicles 4-10 years
Other equipment 4-7 years

The residual values and useful economic life of tangible fixed assets are subject to reassessment at each balance sheet date. When the book value of tangible fixed assets exceeds their recoverable amount, the difference (impairment) is immediately booked as an expense in the income statement.

Upon sale of the tangible fixed assets, any difference between the proceeds and the book value are booked as profit or loss to the results. Expenditure on repairs and maintenance is booked as an expense in the period they occur.

Self-constructed tangible fixed assets constitute an addition to the acquisition cost of tangible assets at a value that includes the direct cost of employee's salaries (including the relevant employer's contributions), the cost of materials used and other general costs.

2.8 Intangible assets - Goodwill

The intangible assets include Goodwill, the rights of use of Property, plant and equipment, software licenses, licenses for the production, installation and operation of renewable energy assets and thermal energy assets, the environment rehabilitation expenditure.

Software Software licenses are valued in cost of acquisition less accumulated depreciation. Costs that improve or prolong the performance of software programs beyond the original technical specifications or software conversion costs are included in the cost of acquiring intangible assets with a prerequisite that they can be measured reliably. Maintenance of software programs is recognized as an expense when the expense is incurred. Software licenses are valued in cost of acquisition less accumulated depreciation. Depreciation is calculated using the straight line method during the assets' useful life that range from 1 to 3 years.

Production, Installation and Operation Licenses of Renewable Energy Assets and Thermal Energy Assets: The different types of licenses entitles the group either with the right to construct an energy asset or the right to produce and sell energy. Current market conditions provide adequate evidence about the recoverable amount of such licenses.

The Group, upon acquisition, recognized these permits as intangible assets at their fair value and then measured them using the cost model, according to which the asset is measured at cost (which is the acquisition cost of the asset value as described above) less depreciation and any impairment provision. Therefore the Group has recognized licenses as intangible assets at fair value less depreciation and less any provision for impairment. Depreciation is carried out using the straight-line method over the useful life of those items, which is 30 years for gas-fired power plants and 20 years for renewable electricity. The Group runs impairment tests on a yearly basis using the following methodology:

i) Attach possibility factors according to management estimation regarding the construction of assets under license.

ii) Runs Discounted Cash Flows (DCF) methodology using assumptions prevailing at the energy market. The period regarded by the management for provisions exceeds the five years encouraged by IAS 36 as, especially for the renewable energy assets, there is satisfactory visibility for a substantially longer period.

iii) The final recoverable amount is calculated for a total portfolio of either renewable or thermal energy assets by multiplying the overall possibility factor with the outcome of the DCF valuation.

iv) Finally, the Group compares the recoverable value calculated to be the value-in-use of the assets with their carrying amounts.

When the recoverable value is less than the carrying amount an equal impairment provision is charged to the income statement.

236

Legal rights to explore mines: The legal rights to explore mines concern rights that the group has acquired mining mineral reserves in several geographical areas. In cost of the mining rights, apart from nominal value of the rights, any cost that relates to the initial evaluation of the rehabilitation cost of the area where work has been done, the commitment of the Group either during the acquirement of the right or as a result of its use for a certain time period. The depreciation time period that is adopted by the Group does not exceed 10 years.

Right of Use of Tangible Assets:. Rights of exploitation of tangible assets that are granted in the frames of conventions of manufacture of work (compensative profits) are valued in cost of acquisition, which equals their fair value at the date of their concession, less accumulated depreciation. Depreciation is calculated using the "production units method".

Research and Development Expenses: Research and Development expenditures are recognized as expenses when they are realized. The expenses which arise from the developing programs (related to the design and the test of new or improved products) are capitalized if it is possible to produced future economic benefit. The other development expenditures are booked as an expense in the results when they are realized. Previous years' development expenditures recognized as expenses, can not be capitalized in the future fiscal years. The capitalized development expenses are depreciated from the beginning of the product's economic life using the straight line method during the period of the product's future economic benefits. The Group's depreciation period doesn't exceed the 5 years.

Land Stripping & Restoration expenses: Land Stripping & Restoration expenses are capitalized and amortized using the unit of production method.

Goodwill on Acquisition: is the difference between the asset's acquisition cost and fair value and the net assets of the subsidiary / associate company as at the acquisition date. During the acquisition date, the company recognizes this surplus value, emerged from acquisition, as an asset and presents it in cost. This cost is equal to the amount by which the acquisition cost exceeds the company's share in the net assets of the acquired company.

After the initial recognition, the surplus value is valued at cost less any accumulated impairment losses. The surplus value is not depreciated, but is reviewed on an annual basis for possible decrease in its value (impairment), if there are events that indicate such a loss according to IAS 36.

Goodwill is allocated to cash-generating units for the purpose of impairment testing. A cash generated unit is the smallest identifiable group of assets generating cash inflows independently and represents the level used by the Group to organise and present each activities and results in its internal reporting. Impairment is determined for goodwill by assessing the recoverable amount of the cash-generating units, to which the goodwill relates. Where the recoverable amount (typically the value in use) of the cash-generating units is less than their carrying amount an impairment loss is recognised. Impairment losses relating to goodwill cannot be reversed in future periods. The Group performs its annual impairment test of goodwill as at 31 December.

In the case where acquisition cost is less than the company's stake in the acquired company's net assets, the former recalculates the acquisition cost and valuates the assets, liabilities and contingent liabilities of the acquired company. Any difference prevailing after the recalculation is recognized directly in the income statement as a profit.

2.9 Impairment of Assets

Assets with an indefinite useful life are not depreciated and are subject to an impairment review annually and when some events suggest that the book value may not be recoverable any resulting difference is charged to the period's results. Assets that are depreciated are subject to an impairment review when there is evidence that their value will not be recoverable. The recoverable value is the greater between the net sales value and the value in use. An impairment loss is recognized by the company when the book value of these assets (or cash generating unit- CGU) is greater than its recoverable amount.

Net sales value is the amount received from the sale of an asset at an arm's length transaction in which participating parties have full knowledge and participate voluntarily, after deducting any additional direct cost for the sale of the asset, while value in use is the present value of estimated future cash flows that are expected to flow into the company from the use of the asset and from its disposal at the end of its estimated useful life.

2.10 Financial instruments

i) Initial recognition

A financial asset or financial liability is recognized in the statement of financial position of the Group when it arises or when the Group becomes part of the contractual terms of the financial instrument.

Financial assets are classified at initial recognition and are subsequently measured at amortized cost at fair value through other comprehensive income and fair value through profit or loss.

Initially, the Group measures financial assets at fair value. Trade receivables (which do not contain significant financial assets) are carried at transaction price.

If a financial asset is to be classified and measured at amortized cost or at fair value through comprehensive income, it shall generate cash exclusively pertaining to capital and interest repayments of the initial capital. The business model applied by the Group for the purposes of managing financial assets refers to the way in which it manages its financial capabilities in order to generate cash flows. The business model determines whether cash flows will arise from collecting contractual cash flows, disposal of financial assets, or both. Acquisition or disposal of financial assets that require delivery of assets within a timeframe specified by a regulation or a contract is recognized as at the transaction date, i.e. as at the date when the Group makes a commitment to acquire or to dispose of the asset.

ii) Classification and subsequent measurement

To facilitate subsequent measurement purposes, financial assets are classified into the following categories:

a) Financial assets at fair value through profit and loss

Financial assets at fair value through profit or loss include financial assets held for trading, financial assets designated at initial recognition at fair value through profit or loss, or financial assets that are required to be measured at fair value. Financial assets are classified as held for trading if they are acquired for sale or repurchase in the near future. Derivatives, including embedded derivatives, are also classified as held for trading, unless they are defined as effective hedging instruments. Financial assets with cash flows referring not only to capital and interest payments are classified and measured at fair value through profit or loss, irrespective of the business model.

b) Financial assets at amortized cost

The Group measures financial assets at amortized cost if both of the following conditions are met: (1) the financial asset is held in order maintain financial assets for the purposes of collecting contractual cash flows; and (2) the contractual terms of the financial asset generating cash flows at specified dates only pertain to capital and interest payments on the balance of the initial capital.

Financial assets which are measured at amortized cost, subsequently apply the Effective Interest Rate Method (EIR) and are subject to impairment. Gains and losses are recognized in profit or loss when the asset is derecognized, modified or impaired. c) Financial assets at fair value through total comprehensive income

Upon initial recognition, the Group may decide to irrevocably classify its investment participations as equity instruments designated at fair value through total comprehensive income when they meet the definition of equity and are not held for trading. Classification is determined per financial instrument. Profits and losses from these financial assets are never recycled to profits or losses. Equity instruments designated at fair value through total comprehensive income are not subject to impairment test. The Group has decided to classify its non-listed shares into this category.

iii) Derecognition

A financial asset is derecognized when:

  • The rights to receive cash flows from the asset have expired, or
  • The Group has transferred its rights to receive cash flows from the asset or has undertaken the commitment to fully pay the cash flows received without significant delay to a third party under an arrangement and has either (a) transferred substantially all the risks and the assets of the asset or (b) has neither transferred nor held substantially all the risks and estimates of the asset but has transferred the control of the asset.

iv) Impairment

The Group recognizes provision for impairment for expected credit losses regarding all financial assets not measured at fair value through profit or loss. Expected credit losses are based on the balance between all the payable contractual cash flows and all discounted cash flows that the Group expects to receive.

Regarding trade receivables, the Group applies simplified approach in order to calculate expected credit losses. Therefore, at every reporting date, provision for losses regarding a financial instrument is measured at an amount equal to the expected credit losses over its lifetime without monitoring changes in credit risk.

2.11 Fair value determination

Fair value of financial assets traded on active markets (stock exchanges) is determined by the quoted prices effective as at the balance sheet date. Fair value of financial assets not traded on active markets is determined applying valuation techniques and assumptions based on market data at the end of the reporting period.

2.12 Inventory

Inventories are valued at the lower of acquisition cost and net realizable value. The cost of finished and semi-unfinished products includes all the costs incurred to locate them at their current storage and processing point and consists of raw materials, labor, general industrial costs and packaging costs. The cost of inventories is determined by operating segment and by their nature, using acceptable measurement methods that are consistent with the financial statements preparation framework. The cost of inventories does not include financial expenses.

Net realizable value is the estimated sales price during the normal course of the company's business less any relevant sales expenses. Provision for slow moving or depreciated stocks is made when deemed necessary.

2.13 Cash and cash equivalents

Cash and cash equivalents include cash in the bank and in hand as well as short term highly liquid investments such as money market products and bank deposits and overdrafts, as well as other high liquidity investments that are directly convertible to specific amounts of cash that are subject to a non-significant risk of change in value.

For the purpose of preparing the consolidated statements of cash flows, cash available include cash and balances with banks as well as cash as stated above.

2.14 Long-term assets held for sale and discontinued operations

The Group classifies a long-term asset or a group of assets and liabilities as held for sale if their value is expected to be recovered principally through the disposal of the items and not through their use.

The key prerequisites for the classification of a long-term asset or a group of assets (assets and liabilities) as held for sale are the asset or the group available for direct sale in their current state and the completion of the sale depends only on from normal and formal conditions for sales of such items and the sale should be highly probable.

Immediately prior to the initial classification of the asset or group of assets and liabilities as held for sale, the asset (or all of the assets and liabilities included in the group) are measured using the IFRS applicable in each case.

Long-term assets (or groups of assets and liabilities) classified as held for sale are valued (after initial classification as above) at the lower of their value in the financial statements and their fair value less direct costs disposal, and the resulting impairment losses are recognized in the income statement. Potential increase in fair value in a subsequent measurement is recognized in the income statement but not in excess of the impairment loss initially recognized.

From the date when a long-term asset (or long-term assets included in a group of assets and liabilities) is classified as held for sale, no depreciation is accounted for on such long-term assets.

2.15 Share capital

Expenses incurred for the issuance of shares reduce, after deducting the relevant income tax, the proceeds from the issue. Expenses related to the issuance of shares for the purchase of companies are included in the acquisition cost of the company acquired. Where any Group company purchases the Company's equity share capital (Treasury shares), the consideration paid, including any directly attributable incremental costs is deducted from equity attributable to the Company's equity holders until the shares are cancelled, reissued or disposed of. Where such shares are subsequently sold or reissued, any consideration received, net of any directly attributable incremental transaction costs, is included in equity attributable to the Company's equity holders. Treasury stock does not hold any voting rights.

2.16 Income tax & deferred tax

The tax for the period comprises current income tax and deferred tax, i.e. the tax charges or tax credits that are associated with economic benefits accruing in the period but have been assessed by the tax authorities in different periods. Income tax is recognized in the income statement of the period, except for the tax relating to transactions that have been booked directly to Equity. In such case the related tax is, accordingly, booked directly to Equity.

Current income taxes include the short-term liabilities or receivables from the fiscal authorities that relate to taxes payable on the taxable income of the period and any additional income taxes from previous periods (tax audit differences).

Current taxes are measured according to the tax rates and tax laws prevailing during the financial years to which they relate, based on the taxable profit for the year. All changes to the short-term tax assets or liabilities are recognized as part of the tax expense in the income statement.

Deferred income tax is determined according to the liability method which results from the temporary differences between the book value and the tax base of assets or liabilities. Deferred tax is not booked if it results from the initial recognition of an asset or liability in a transaction, except for a business combination, which when it occurred did not affect neither the accounting nor the tax profit or loss.

Deferred tax assets and liabilities are valued based on the tax rates that are expected to be in effect during the period in which the asset or liability will be settled, taking into consideration the tax rates (and tax laws) that have been put into effect or are essentially in effect up until the balance sheet date. In the event where it is impossible to identify the timing of the reversal of the temporary differences, the tax rate in effect on the day after the balance sheet date is used.

Deferred tax assets are recognized to the extent that there will be a future tax profit to be set against the temporary difference that creates the deferred tax asset.

Deferred income tax is recognized for the temporary differences that result from investments in subsidiaries and associates, except for the case where the reversal of the temporary differences is controlled by the Group and it is possible that the temporary differences will not be reversed in the foreseeable future.

Most changes in the deferred tax assets or liabilities are recognized as part of the tax expense in the income statement. Only changes in assets or liabilities that affect the temporary differences are recognized directly in the Equity of the Group, such as the revaluation of property value that results in the relevant change in deferred tax assets or liabilities being charged against the relevant Equity account.

2.17 Employee benefits

Short-term benefits

Short-term employee benefits (except post-employment benefits) monetary and in kind are recognized as an expense when they accrued. Any unpaid amount is booked as a liability, while in the case where the amount paid exceeds the amount of services rendered, the company recognizes the excess amount as an asset (prepaid expense) only to the extent that the prepayment will lead to a reduction of future payments or to reimbursement.

Benefits for employment termination

Termination benefits are payable when employment is terminated before the normal retirement date, or whenever an employee accepts voluntary redundancy in exchange for these benefits. The Group's liabilities for retirement benefits concern both defined contribution plans and defined benefit plans. The accrued cost of defined contribution plans is recognized as an expense in the period in question. Retirement plans adopted by the Group are funded partly through payments to insurance companies or state social insurance funds.

Defined contribution plan

According to the defined contributions scheme, the (legal or implied) obligation of the company is limited to the amount that it has been agreed that it will contribute to the entity (i.e. pension fund) that manages the contributions and provides the benefits. Thus the amount of benefits the employee will receive depends on the amount the company will pay (or even the employee) and from the paid investments of such contributions. The payable contribution from the company to a defined contribution scheme, is either recognized as a liability after the deduction of the paid contribution, or as an expense.

242

Defined benefits plan

According to laws 2112/20 and 4093/2012 the Company pays to their personnel benefits for employment termination or retirement. The benefits are related to, employment years, remuneration amount and whether the employment was terminated or due to retirement. The maturity of the right to participate to these schemes, usually depends upon service years of the employee till retirement.

The liability that is reported in the balance sheet with respect to this scheme is the present value of the liability for the defined benefit less the fair value of the scheme's assets (if there are such) and the changes that arise from any actuarial profit or loss and the service cost. The commitment of the defined benefit is calculated annually by an independent actuary with the use of the projected unit credit method. For discounting 2019 the selected interest rate is related to the tendency of iBoxx AA Corporate Overall 10+ EUR indices, consistent to IAS19 guidelines and suitable for long term provisions that consists of bonds corresponding to the currency and the duration relative to employees' benefits.

A defined contribution scheme, defines based on several parameters such as age, service years, remuneration amount, certain obligations for defined benefits. The provisions relating to the period are included in personnel cost at company and Group P&L statements and consist of current and past employment cost, the pertinent financial cost, the actuarial gain or loss as well as any additional charges. Regarding not recognized actuarial gain or loss, amended IAS19R is adopted, that includes a series of amendments regarding accounting treatment of defined benefits scheme, amongst other:

  • recognition of actuarial profit/(loss) in other comprehensive income statement
  • non-recognition of annual return on benefits scheme in profit and loss accounts
  • recognition of interest rate in liability account based on discount rate used in employee compensation program.

2.18 Grants

The Group recognizes Government Grants that cumulatively satisfy the following criteria: a) There is reasonable certainty that the company has complied or will comply to the conditions of the grant and b) it is probable that the amount of the grant will be received. Government Grants are booked at fair value and are systematically recognized as revenues according to the principle of matching the grants with the corresponding costs that they are subsidizing.

Government Grants that relate to assets are included in long-term liabilities as deferred income and are recognized systematically and rationally as revenues over the useful life of the fixed asset.

2.19 Provisions

Provisions are recognized when the Group has present obligations (legal or constructive) as a result of past events, their settlement through an outflow of resources is probable and the exact amount of the obligation can be reliably estimated. Provisions are reviewed during the date when each balance sheet is compiled so that they may reflect the present value of the outflow that is expected to be required for the settlement of the obligation. Contingent liabilities are not recognized in the

financial statements but are disclosed, except if the probability that there will be an outflow of resources that embody economic benefits is very small. Contingent claims are not recognized in the financial statements but are disclosed provided that the inflow of economic benefits is probable.

2.20 Recognition of income and expenses

Income: Income includes the fair value of goods and services sold, net of Value Added Tax, discounts and returns. Intercompany revenue within the Group is eliminated completely. The recognition of revenue is done as follows:

  • Construction Projects Contracts: Construction contracts refer to the construction of assets or a group of affiliated assets specifically for customers according to the terms provided for in the relevant contracts and whose execution usually lasts for a period of over one fiscal year.

The expenses that refer to the contract are recognized when occur.

Revenue from construction contracts is recognized based on the stage of completion of the project on the reporting date of the Statement of Financial Position.

The completion stage is measured based on the contractual cost that has been realized up to the balance sheet date compared to the total estimated construction cost of each project. When it is likely for the total contract cost to exceed the total income, then the expected loss is directly recognized in the period's results as an expense.

For the calculation of the cost realized until the end of the period, any expenses related to future activities regarding the contract are excluded and appear as a project under construction. The total cost that was realized and the profit/loss that was recognized for each contract is compared with the progressive invoices until the end of the period.

When the realized expenses plus the net profit (less the losses) that have been recognized, exceed the progressive invoices, the difference appears as a receivable from construction contract customers in the account "Customers and other receivables". When the progressive invoices exceed the realized expenses plus the net profit (less the losses) that have been recognized, the balance appears as a liability towards construction contract customers in the account "Suppliers and other liabilities".

In cases where initial estimates may change, revenue, costs and / or completion rates are revised. These revisions may lead to increases or decreases in estimated earnings or costs and are presented in the results of the period in which the reasons for the revision are disclosed by the Management.

- Sale of goods: Revenue is measured at the fair value of the consideration received or receivable and represents amounts receivable for goods sold and services provided in the normal course of the Group's operations, net of discounts, VAT and other taxes related to sales. The Group recognizes in the income statement the sale of the goods at the moment when the benefits and risks associated with the ownership of those goods are transferred to the client.

- Provision of services: Income from the provision of services is accounted for in the period during which the services are rendered, based on the stage of completion of the service in relation to the total services to be rendered.

- Electric energy:

Revenue from electricity generation: Electricity sales are recognized on the date when the relevant risks are transferred to the buyer, namely, according to the monthly electricity production provided to the Greek network and confirmed by the Energy Exchange Group and DAPEEP (ex LAGIE) (Operators of the Electricity Market) and ADMIE (Independent Power Transmission Operator). Revenue also includes ancillary services received from ADMIE.

Revenue from cross-border trade: Revenues from the sale of electricity to the domestic and foreign markets are based on the monthly measurements of the System Operators, Energy Exchange Group (ex LAGIE) (Greece) and the managers of other countries, which are announced to the Group. These monthly measurements include the total of imported and exported quantities sold to domestic and foreign markets. For these quantities sold, the Group issues the corresponding invoices every month.

Revenue from retail electricity sales: Revenues from electricity sales in the retail market are recognized during the period in which electricity is provided to customers and is measured on a monthly basis, according to the ADMIE and HEDNO measurements for medium voltage customers and with estimates based on the historical consumption that HELLENIC ELECTRICITY DISTRIBUTION NETWORK OPERATOR S.A. (HEDNO) announces for low voltage customers. Based on these measurements provided by ADMIE and HEDNO projections containing unit consumption and in conjunction with the contractual terms, each customer receives a monthly bill per meter. For low-voltage customers, the bills are up to HEDNO to send the actual consumption of the period, and then a clearing account is issued.

  • Income Interest: Interest income is recognized on a time proportion basis using the effective interest rate. When there is impairment of assets, their book value is reduced to their recoverable amount which is the present value of the expected future cash flows discounted using the initial real interest rate. Interest is then booked using the same interest rate calculated on the impaired (new book) value.

  • Dividends: Dividends are accounted for as revenue when the right to receive payment is established.

Expenses: Expenses are recognized in the results on an accrued basis. The payments made for operating leases are transferred to the results as an expense, during the time the lease is used. Interest expenses are recognized on an accrued basis.

2.21 Leases

Group company as Lessee: Leases are recognized in the statement of financial position as a right to use an asset and a lease obligation, the date on which the leased fixed asset becomes available for use. Each rent is divided between the rental

obligation and interest, which is charged to the results throughout the lease, in order to obtain a fixed interest rate for the remainder of the financial liability in each period.

The rights to use assets are initially measured at their cost, and then reduced by the amount of accumulated depreciation and any impairment. The right to use is depreciated in the shortest period between the useful life of the component or its duration, with the fixed method. The initial measurement of the rights of use of assets consists of:

  • The amount of the initial measurement of the lease liability,
  • Lease payments made on or before the commencement date, reduced by the amount of discounts or other incentives offered,
  • Initial costs, which are directly linked to the rent,
  • Recovery costs.

Finally, they are adjusted to specific recalculations of the corresponding lease liability.

Lease liabilities are initially calculated at the present value of rents, which were not paid at the start of the lease. Discounted at the imputed rate of the lease or, if this interest rate cannot be determined by the contract, with the differential lending rate. (IBR). The differential lending rate is the cost that the lessee would have to pay to borrow the necessary capital in order to obtain an item of similar value with the leased asset, in a similar economic environment and with similar terms and assumptions.

Lease liabilities include net present value of:

  • Fixed leases (including any in-substance fixed leases)
  • Variable leases, depending on the rate
  • Residual value expected to be paid
  • The price of an option to purchase the underlying asset, if the lessor is almost certain to exercise it
  • Penalties for termination of a lease if the lessor chooses this option.

After their initial measurement, the lease obligations are increased by their financial cost and are reduced by the payment of rents. Finally, they are reassessed when there is a change: a) to rents due to a change of index, b) to the estimation of the amount of residual value, which is expected to be paid, or c) to the assessment of a choice of purchase or extension, which is relatively Certain that it will be exercised or a right of termination of the contract, which is relatively certain that it will not be practiced.

The group and the company during the transition made use of the following practical facilities provided by IFRS 16 for leases classified as functional, in accordance with IAS 17.

Use of previously made assessments under applying IAS 17 and IFRIC 4 to determine whether a contract contains a lease, or whether a contract is a lease on the date of initial application.

Use of accounting treatment of operating leases for leases with a maturity of under 12 months from 1 January 2019.

Use of a single discount rate on a lease portfolio with similar characteristics. Excluding initial direct costs for measuring the right-of-use asset at the date of initial application.

Group Company as lessor: When tangible assets are leased by leasing, the present value of rents is registered as a requirement. The difference between the gross amount of the claim and the present value of the claim is recorded as deferred financial income. The revenue from the lease is recognized in the usage results during the lease using the net investment method, which represents a constant periodic return. The group and the company do not contract with the status of lessor.

2.22 Dividend distribution

The distribution of dividends to the shareholders of the parent company is recognized as a liability in the consolidated financial statements at the date on which the distribution is approved by the General Meeting of the shareholders.

2.23 Proforma figure "Operating Earnings before Financial & Investment results, Tax, Depreciation & Amortization" (Group EBITDA)

Pro forma figures (EBITDA, EBITDA margin, free cash flow, net debt) are not defined by the International Financial Reporting Standards (IFRS). Thus, these figures are calculated and presented by the Group in a way that provides a more fair view of the financial performance of its Business Sectors. The Group defines "Group EBITDA" as the Operating earnings before any interest income and expenses, investment results, depreciation, amortization and before the effects of any special factors. "Group EBITDA" is an important indicator used by Mytilineos Group to manage the Group's operating activities and to measure the performance of the individual segments.

The special factors that affect the Group's net profit / (losses) and EBITDA are the following:

a) the share in the EBITDA of associates when these are active in one of the Group's reported Business Sectors and.

b) the effects of eliminations of any profit or loss from asset construction transactions of the Group with the associates.

It is noted that the Group financial statements, prepared according to IAS 1 and IAS 28, include the Group's profit realized in connection with the construction of fixed assets on account of subsidiaries and associates, when these are active in one of its reported Business Segments. Such profits are deducted from the Group's equity and fixed assets and released in the Group accounts over the same period as depreciation is charged. Consequently, for the calculation of EBITDA (operational results before depreciation), the Group does not eliminate the profit from the construction of fixed assets as its recovery through their use will effect only the profit after depreciation.

The Group states that the calculation of "Group EBITDA" may differ from the calculation method used by other companies/groups. However, "Group EBITDA" is calculated with consistency in each financial reporting period and any other financial analysis presented by the Group. Specifically financial results contain interest income/expense, while investment results contain gains/loss of financial assets at fair value through profit and loss, share of results in associates companies and gains/losses from the disposal of financial assets (such as subsidiaries and associates).

2.24 CO2 emission liability

CO2 emissions are recognized according to the net liability approach through which, the Group recognizes liabilities from CO2 emissions when the actual emissions exceed the distributed emission rights from E.U. The liability is measured at fair value to the extent that the Group has the obligation of covering the deficit through the market. Emission rights acquired over the required quantities for covering the deficit are recognized as intangible assets at cost.

2.25 Hedging Accounting

The Group uses Derivative financial instruments such as Commodity Futures and Currency Forwards in order to mitigate the risk related to its business activities along with the risk related to the funding of such activities.

At inception of the hedging transaction, the Group validates the hedging relationship between the underlying and the hedging instrument as far as its risk management strategy is concerned. The Group also verifies the hedging efficiency from the beginning of the hedging relationship and on a continuing basis.

All derivative financial instruments are initially recognized at fair value as at the date of settlement and are valued on a mark to - market basis on each balance sheet date. The result of this valuation is recognized as an asset when positive and as a liability when negative.

When a derivative financial instrument is no longer regarded as hedging instrument any difference in its fair value is recognized in profit and loss.

There are three kinds of hedges:

A. Fair Value Hedging

Fair value hedging is regarded when hedging the exposure in the fluctuations of the fair value of a recognized asset, liability, contingent liability or part of them that could have a negative impact on results.

When hedging accounting, concerning fair value hedge, is followed then any profit or loss from revaluation is recognized in profit and loss. For non-derivative hedging instruments used to hedge foreign currency risk, only the foreign currency item in its book value will be recognized in profit or loss - the entire instrument needs to be re-measured. The gain or loss on the hedged item attributable to the hedged risk should be recognized directly in the income statement to offset the change in the carrying amount of the hedging instrument. This applies to items recognized at cost and available-for-sale financial assets. Any compensation ineffectiveness is recognized directly in the income statement.

Β. Cash Flow Hedging

The Group enters into Cash Flow Hedging transactions in order to cover the risks that cause fluctuations in its cash flows and arise either from an asset or a liability or a forecasted transaction and the change will affect the results. Examples of Group cash flow hedges include future foreign currency transactions subject to exchange rate changes as well as future sales of aluminum subject to changes in selling prices. Changes in the carrying amount of the effective part of the hedging instrument are recognized in Equity as "Reserve" while the ineffective portion is recognized in the Income Statement. The amounts accrued in equity are transferred to the income statement in the periods in which the hedged items are recognized in the income statement as in a prospective sale. When a hedging instrument has expired, sold, settled or does not qualify for hedging accounting all accumulated profit or loss recognized in Equity, stays in Equity until the final settlement of the underlying. If the underlying is not expected to be settled then any profit or loss recognized in Equity is transferred to profit and loss account.

C. Hedging of a Net Investment

Hedging of a foreign investment is regarded for accounting purposes in a way similar to cash flow hedging.

The effective part of the hedging result is recognized directly in Equity while any ineffective part is recognized in profit and loss. Accumulated profit or loss recognized in Equity is transferred in profit and loss account at the time of disposal of the investment.

2.26 Earnings per share

Basic earnings per share are calculated by dividing the net profit attributable to the shareholders of the parent with the weighted average number of ordinary shares outstanding during each accounting period, excluding the average of ordinary shares acquired as treasury shares.

The weighted average number of ordinary shares outstanding during the accounting period and for all the periods presented is adjusted for events that have altered the number of ordinary shares in circulation without a corresponding change in resources.

3. Notes on the financial Statements

3.1 Segment reporting

MYTILINEOS Group is active in four main operating business segments: a) Metallurgy, b) Sustainable Engineering Solutions, c) International Renewables and Storage Development and d) Power & Gas. In accordance with the requirements of IFRS 8, management generally follows the Group's service lines, which represent the main products and services provided by the Group, in identifying its operating segments. Each of these operating segments is managed separately as each of these service lines requires different technologies and other resources as well as marketing approaches.

The Group's service lines that do not fulfil the quantitative and qualitative thresholds of IFRS 8, in order to be considered as separate segments, are presented cumulatively under the category "Others". The Group has applied IFRS 5 "Non-Current Assets Available for Sale & Discontinued Operations" and present separately the results of the discontinued operations of the subsidiary company SOMETRA S.A.

The totals that are presented in the following tables, reconcile to the related accounts of the consolidated financial statements.

Income and results per operating segment are presented as follows:

(Amounts in thousands €)
1/1-31/12/2020 Metallurgy Sustainable
Engineering Solutions
Renewables and
Storage Development Power & Gas Sector
Other Total
Total Gross Sales 519,837 239,087 286,649 1,002,071 - 2,047,644
Intercompany Sales (20,577) (30,179) (23,158) (75,107) - (149,021)
Inter-segment Sales - - - - - -
Net Sales 499,260 208,908 263,491 926,964 - 1,898,623
Earnings before interest and income tax 100,194 5,618 14,056 108,469 (3,516) 224,821
Financial results (17,179) 18,773 (2,584) (45,913) (6,696) (53,599)
Investments results - 19 - 1,136 - 1,155
Profit from company acquisition - - - 0 - 0
Profit before income tax 83,016 24,411 11,469 63,691 (10,210) 172,377
Income Tax Expense (1,805) (676) (404) (7,996) (17,515) (28,396)
Profit after income tax from continued operations 81,210 23,735 11,066 55,694 (27,725) 143,980
Result from discontinuing operations
Assets depreciation 35,869 5,189 1,069 48,296 (199) 90,224
Other operating included in EBITDA 122 122
Oper.Earnings before income tax,financial results,depreciation and
amortization (EBITDA)
136,064 10,930 15,122 156,764 (3,713) 315,167
(Amounts in thousands €)
1/1-31/12/2019 Metallurgy Sustainable
Engineering Solutions
Renewables and
Storage Development Power & Gas Sector
Other Total
Total Gross Sales 616,411 293,870 457,005 1,139,341 8,001 2,514,628
Intercompany Sales (22,196) (16,307) (68,813) (143,220) (8,001) (258,537)
Inter-segment Sales - - -
-
- -
Net Sales 594,215 277,563 388,192 996,121 - 2,256,091
Earnings before interest and income tax 129,232 15,643 28,730 48,828 (3,170) 219,263
Financial results (30,633) 6,078 (2,062) (9,664) (3,993) (40,274)
Investments results 0 0 0 776 0 776
Profit from company acquisition 0 0 0 0 0 0
Profit before income tax 98,605 21,721 20,745 39,940 (1,245) 179,766
Income Tax Expense (1,111) (6,895) (7,428) (6,573) (7,447) (29,454)
Profit after income tax from continued operations 97,495 14,826 13,408 33,367 (8,692) 150,404
Result from discontinuing operations -
Assets depreciation 35,043 6,226 328 52,083 (77) 93,603
Other operating included in EBITDA 289 289
Oper.Earnings before income tax,financial results,depreciation and
amortization (EBITDA) 164,274 22,157 29,060 100,914 (3,250) 313,155

Assets and liabilities per operating segment are presented as follows:

(Amounts in thousands €) Metallurgy Sustainable
Engineering Solutions
Renewables and
Storage Development
Power & Gas
Sector
Others Total
31/12/2020
Assets 1,222,103 1,221,854 237,937 1,251,566 58,377 3,991,837
Consolidated assets 1,222,103 1,221,854 237,937 1,251,566 58,377 3,991,837
Liabilities 551,841 525,825 124,041 618,363 597,721 2,417,791
Consolidated liabilities 551,841 525,825 124,041 618,363 597,721 2,417,791
(Amounts in thousands €) Metallurgy Sustainable
Engineering Solutions
Renewables and
Storage Development
Power & Gas
Sector
Others Total
31/12/2019
Assets 1,234,969 1,118,816 281,163 1,136,236 386,735 4,157,919
Consolidated assets 1,234,969 1,118,816 281,163 1,136,236 386,735 4,157,919
Liabilities 653,890 428,023 177,363 611,191 653,582 2,524,049

Annual Financial Report for the period

From the 1 st January to the 31η December 2020

Geographical Information

The Group's Sales and its Non-current assets (other than financial instruments, investments, deferred tax assets and postemployment benefit plan assets) are divided into the following geographical areas:

MYTILINEOS GROUP
Sales Sales Non current assets Non current assets
(Amounts in thousands €) 31/12/2020 31/12/2019 31/12/2020 31/12/2019
Hellas 1,249,755 1,299,918 1,586,995 1,537,406
European Union 483,444 499,277 19,588 19,536
Other Countries 165,424 456,896 1,218 10,374
Regional Analysis 1,898,623 2,256,091 1,607,800 1,567,316
(Amounts in thousands €) Metallurgy Sustainable
Engineering
Solutions
Renewables and
Storage
Development
Power & Gas Sector Other Total
31/12/2020
Hellas 205,260 129,110 0 915,385 - 1,249,755
European Union 272,409 44,519 156,766 9,750 - 483,444
Other Countries 21,592 35,278 106,724 1,830 - 165,424
Total 499,261 208,907 263,490 926,965 - 1,898,623
(Amounts in thousands €) Metallurgy Sustainable
Engineering
Solutions
Renewables and
Storage
Development
Power & Gas Sector Other Total
31/12/2019
Hellas 221,449 83,584 33,000 970,549 -8,001 1,300,581
European Union 321,762 8,312 152,075 16,464 - 498,614
Other Countries 51,006 185,713 203,071 9,106 8,001 456,896
Total 594,217 277,609 388,146 996,119 - 2,256,091

Group's sales per activity:

Sales
31/12/2020 31/12/2019
(Amounts in thousands €)
Alumina 117,534 145,342
Aluminium 379,218 442,354
Conventional Business & Infrastructure 165,293 179,767
Solar Parks 263,491 388,192
Energy Supply 439,736 387,399
Energy Production 272,371 320,448
Natural Gas Supply 163,791 246,258
RES 51,066 42,016
O&M & Other Sales 46,124 104,314
Sales 1,898,623 2,256,091

It should be noted that the backlog of projects already undertaken for the group (Sectors SES & RSD) amounts

to € 1,164,372 thousands. The backlog of Deir Azzur project amounted € 420 mio is not included in this amount:

(Amounts in thousands €) up to 1 year 1-3 years 3-5 years > 5 years Total
Revenue expected to be recognized SES 499,559 424,308 96,340 2,745 1,022,953
Revenue expected to be recognized RSD 141,419 0 0 0 141,419
Total 640,979 424,308 96,340 2,745 1,164,372

* At the above table is included the Tobruk Project in Libya amounted to € 315 mio.

3.2 Leases

Leases are recognized in the statement of financial position as a right to use an asset and a lease obligation, the date on which the leased fixed asset becomes available for use.

The recognized rights to use assets are related to the following categories of assets and are presented in the "Right-of-use-Assets":

MYTILINEOS GROUP MYTILINEOS S.A.
(Amounts in thousands €) 31/12/2020 31/12/2019 31/12/2020 31/12/2019
Right -of -use Land plots 11,748 11,980 12 12
Right -of -use Properties 29,921 33,258 28,944 31,911
Right -of -use Vehicles 3,746 2,819 3,246 2,384
Right -of -use Equipment 69 104 0 -
Right -of-use Assets 45,484 48,160 32,202 34,307

The group reflects the lease liabilities on the "long term lease liabilities" and "current portion of lease liabilities" in the

252
Annual
Financial Report for the period
st January
31η December
From
the
1
to the
2020

statement of financial position.

The Group recognized in 31/12/2020 € 45.48 mio Rights of use and €47.90 mio Lease obligations, while the Company € 32.2 mio and €34.19 mio respectively.

Additionally, the Group recognized (for the twelve-month period ended on 31/12/2020) €6.79 mio depreciation and € 2.32 mio financial expenses, while the company recognized € 5.21 mio and € 1.64 mio respectively, in relation to the above leases.

The following tables show the aging of lease liabilities for the following years, as well as the recognized rights of use of assets by asset category:

MYTILINEOS GROUP
(Amounts in thousands €) up ot 1 year 1 to 5 years after 5 years Total
Lease payments 7,906 22,468 34,237 64,611
Finance charges (2,173) (6,640) (7,893) (16,706)
Net present values 5,733 15,828 26,344 47,905
MYTILINEOS GROUP
(Amounts in thousands €) Right -of -use
Land plots
Right -of -use
Properties
Right -of -use
Vehicles
Right -of -use
Equipment
Right -of-use
Assets
1/1/2020 11,980 33,258 2,819 104 48,160
Additions 604 1,171 2,478 23 4,276
Depreciation (836) (4,406) (1,496) (57) (6,794)
Derecognition (0) (103) (55) (0) (158)
31/12/2020 11,748 29,921 3,746 69 45,484

3.3 Tangible assets

Tangible assets presented in the financial statements are analyzed as follows:

MYTILINEOS GROUP
(Amounts in thousands €) Land & Buildings Vehicles &
mechanical
equipment
Furniture and
other equipment
Tangible assets
under
construction
Total
Gross Book Value 424,136 1,571,030 41,091 103,233 2,139,490
Accumulated depreciation and/or impairment (107,228) (857,748) (30,916) (1,812) (997,704)
Net Book Value as at 1/1/2019 316,909 713,282 10,175 101,421 1,141,786
Gross Book Value 441,519 1,647,684 42,172 66,013 2,197,386
Accumulated depreciation and/or impairment (115,808) (925,483) (33,403) (1,812) (1,076,507)
Net Book Value as at 31/12/2019 325,710 722,200 8,769 64,201 1,120,880
Gross Book Value 445,344 1,659,516 45,424 148,416 2,298,700
Accumulated depreciation and/or impairment (123,538) (976,406) (35,555) (1,813) (1,137,312)
Net Book Value as at 31/12/2020 321,806 683,110 9,869 146,603 1,161,388
(Amounts in thousands €) Land & Buildings Vehicles &
mechanical
equipment
Furniture and
other equipment
Tangible assets
under
construction
Total
Net Book Value as at 1/1/2019 316,909 713,282 10,175 101,421 1,141,786
Additions From Acquisition/Consolidation Of Subsidiaries 3,768 1,728 24 0 5,520
Additions 1,405 29,321 466 64,418 95,610
Sales - Reductions (764) (9,207) 0 (36,226) (46,197)
Depreciation (8,618) (65,481) (2,159) 0 (76,258)
Reclassifications 12,764 52,569 277 (66,172) (563)
Net Foreign Exchange Differences 247 (11) (14) 760 982
Net Book Value as at 31/12/2019 325,710 722,200 8,769 64,201 1,120,880
Additions 4,788 7,511 3,538 112,436 128,273
Sales - Reductions (1,312) (1,830) (131) (8,294) (12,234)
Depreciation (8,374) (60,108) (3,780) (667) (72,262)
Reclassifications 2,382 16,035 1,696 (20,334) (221)
Net Foreign Exchange Differences (1,389) (31) (222) (739) (2,381)
Tangible Assets From Acquisition/(Sale) Of Subsidiary 0 1 (1) 0 0
Impairment 0 (667) 0 0 (667)
Net Book Value as at 31/12/2020 321,806 683,110 9,869 146,603 1,161,388
MYTILINEOS S.A.
(Amounts in thousands €) Land & Buildings Vehicles &
mechanical
equipment
Furniture and
other equipment
Tangible assets
under
construction
Total
Gross Book Value 306,289 1,222,949 37,337 29,618 1,596,193
Accumulated depreciation and/or impairment (64,901) (706,200) (28,233) 0 (799,334)
Net Book Value as at 1/1/2019 241,387 516,749 9,105 29,618 796,859
Gross Book Value 311,992 1,245,708 37,867 47,883 1,643,450
Accumulated depreciation and/or impairment (70,598) (744,732) (30,187) 0 (845,517)
Net Book Value as at 31/12/2019 241,394 500,976 7,680 47,883 797,933
Gross Book Value 315,793 1,257,718 40,638 113,255 1,727,405
Accumulated depreciation and/or impairment (76,025) (776,729) (31,848) 667 (883,935)
Net Book Value as at 31/12/2020 239,768 480,989 8,790 113,921 843,469
(Amounts in thousands €) Land & Buildings Vehicles &
mechanical
equipment
Furniture and
other equipment
Tangible assets
under
construction
Total
Net Book Value as at 1/1/2019 241,387 516,749 9,105 29,618 796,859
Additions 330 25,710 253 30,247 56,540
Sales - Reductions 0 (1,473) 0 0 (1,473)
Depreciation (5,696) (46,341) (1,954) 0 (53,992)
Reclassifications 5,373 6,332 277 (11,982) 0
Net Book Value as at 31/12/2019 241,394 500,976 7,680 47,883 797,933
Additions 4,006 18,085 3,309 71,924 97,324
Sales - Reductions (1,319) (2) (128) 525 (924)
Depreciation (5,652) (41,144) (3,386) (667) (50,849)
Reclassifications 1,339 3,090 1,316 (5,744) 0
Net Foreign Exchange Differences 1 (15) (1) 0 (15)
Net Book Value as at 31/12/2020 239,768 480,989 8,790 113,921 843,469

During 2020, the Group recognized an impairment loss of €0.7 million for the production, installation and operation licenses of Renewable Energy Assets and Thermal Energy Assets due to the fact that current market conditions did not provide adequate evidence about the recoverable amount of such licenses.

Depreciation charged in profit and loss is analyzed in notes 3.20 and 3.21.

3.4 Goodwill

3.4.1 Changes in goodwill

Goodwill is allocated to the group's cash-generating units identified according to business segment for 2019 and 2020.

(Amounts in thousands €) Metallurgy Constructions Energy Continuing Operations
(Total)
Total Segment
Gross Book Value 12,889 142,166 54,258 209,313 209,313
Impairment 0 0 0 0 0
Net Book Value as at 1/1/2019 12,889 142,166 54,258 209,313 209,313
Gross Book Value 16,319 144,100 54,258 214,677 214,677
Impairment 0 0 0 0 0
Net Book Value as at 31/12/2019 16,319 144,100 54,258 214,677 214,677
Gross Book Value 16,319 144,100 54,258 214,677 214,677
Impairment 0 0 0 0 0
Net Book Value as at 31/12/2020 16,319 144,100 54,258 214,677 214,677
(Amounts in thousands €) Metallurgy Constructions Energy Continuing Operations
(Total)
Total Segment
Net Book Value as at 1/1/2019 12,889 142,166 54,258 209,313 209,313
Additions 3,430 1,934 0 5,364 5,364
Sales - Reductions 0 0 0 0 0
Impairment 0 0 0 0 0
Net Book Value as at 31/12/2019 16,319 144,100 54,258 214,677 214,677
Additions 0 0 0 0 0
Sales - Reductions 0 0 0 0 0
Impairment 0 0 0 0 0
Net Book Value as at 31/12/2020 16,319 144,100 54,258 214,677 214,677

3.4.2 Impairment test on goodwill

Goodwill arising from acquisition, has been allocated in the following Cash Generating Units (CGU) per business

operating sector :

(Amounts in thousands €)
Goodwill allocated per segment
31/12/2020 31/12/2019
Metallurgy 16,319 16,319
Sustainable Engineering Solutions 144,100 144,100
Power & Gas 54,258 54,258
Total 214,677 214,677

For the annual impairment test on goodwill, the recoverable amount of each segment is as follows:

(Amounts in thousands €)
Recoverable amount per Segment 31/12/2020 31/12/2019
Metallurgy 780,115 836,319
Sustainable Engineering Solutions 852,986 1,156,199
Power & Gas 1,337,705 912,910
Total 2,970,807 2,905,428

The Group performs annually impairment tests for goodwill.

The recoverable amount of the recognized goodwill, related with the separate CGU's, was assessed using value in use and calculated using the DCF method. The "value in use" was determined based on management's assumptions, which management deems reasonable and are based on estimates from international rating agencies on Financial Statement's issue date. No need for impairment arose from impairment tests.

3.4.3 Assumptions used in calculation of Value in Use

The recoverable amount of each CGU is determined according to the calculation of the value in use. The calculations for the CGU's recoverable amount were based on the present value of the expected future cash flows. The basic estimates the Group uses to determine the value in use divide in:

Market prices estimations:

  • o Metal/Mineral prices at LME for the metallurgy sector
  • o Exchange rate between \$/€ for the metallurgy/constructions/energy sectors
  • o CO2 prices for the metallurgy and energy sector
  • o Gas and BRENT prices for the metallurgy/energy sectors
  • Operating estimations:
  • o Raw material prices and equipment for the metallurgy/constructions sectors
  • o Technical KPI's for the production plants of metallurgy and energy sectors
  • o Project milestones and completion percentage of construction sector
  • o Cost and time of major inspections for the metallurgy/energy sectors
  • o Capacity rate and total demand of energy system for the energy sector

Business plan per CGU:

  • o Business plans are drawn up over a maximum of 5 years. Cash flows over 5 years are deduced using the estimates of growth rates listed below.
  • o Business plans are based on recently prepared budgets and estimates.
  • o Business plans use operating profit margins and EBITDA, as well as future estimates using reasonable assumptions.
  • o Concerning projects in the electricity and natural gas sector, these projects extend over a period equal to the duration of the relevant licences.
  • o Concerning projects in the field of integrated projects and infrastructures, these projects extend over a period of 9-10 years. The reasons are related to the characteristics of EPC thermal constructions, which (together with metal constructions) are the core business of the business sector. In particular, future projects are mainly located in African countries, regional countries of the former Soviet Union and Middle East countries. Management estimates that the market for EPC projects in these countries is changing, boosting interest in projects where the manufacturer takes a Partner role by participating in financing the construction and recovering the liquidity provided through the project's future operational cash flows. The total completion and repayment cycle of the projects has been set at 9-10 years.
  • o Finally, for projects executed in the form of BOT (build operate transfer) the provisions are based on the portfolio of projects under consideration that have already passed or are expected to pass by the Group's investment evaluation committee (Capital Allocation Committee).

Calculations to determine the recoverable amount of operating segments were based on business plans approved by the Management, which included the necessary revisions to capture the current economic situation and reflect past experience, sectoral projections and other available information from external sources.

Weighted Average Cost of Capital (WACC):

The WACC method reflects the discount rate of future cash flows for each CGU, according to which the cost of equity and the cost of long-term debt and any grants are weighted, in order to calculate the cost of capital of the company. Since all cash flows of the business plans are denominated in euro, the yield of ten-year German government bond was used as the risk-free rate. Assumptions of independent sources were taken into account for the calculation of the risk premium.

Betas are evaluated annually based on published market data. The Company's WACC was estimated at 6.03%.

Apart from the above considerations concerning the determination of the value in use of CGUs, no other changes that may affect the rest of the assumptions have come to the Management's attention.

The Group analyzed the sensitivity of the recoverable amounts per CGU through change in a percentage point of 0.5% in the discount rate. From the relevant analysis there is no amount of impairment.

3.5 Intangible Assets

Intangible assets presented in the financial statements are analyzed as follows:

MYTILINEOS GROUP
(Amounts in thousands €) Software Land Restoration Licenses Other Intangible
Assets
Total
Gross Book Value 11,128 70,120 231,172 53,361 365,781
Accumulated depreciation and/or impairment (10,100) (51,810) (36,349) (32,245) (130,503)
Net Book Value as at 1/1/2019 1,028 18,310 194,823 21,116 235,277
Gross Book Value 11,309 73,077 231,672 62,385 378,443
Accumulated depreciation and/or impairment (10,454) (54,136) (43,989) (38,105) (146,685)
Net Book Value as at 31/12/2019 855 18,941 187,683 24,280 231,758
Gross Book Value 12,287 76,658 231,164 74,345 394,454
Accumulated depreciation and/or impairment (10,835) (56,905) (51,012) (43,966) (162,719)
Net Book Value as at 31/12/2020 1,451 19,753 180,151 30,379 231,735
Software Land Restoration Licenses Other Intangible Total
(Amounts in thousands €) Assets
Net Book Value as at 1/1/2019 1,028 18,310 194,823 21,116 235,277
Additions 164 2,957 812 7,473 11,406
Additions From Acquisition/Consolidation Of Subsidiaries 1 0 0 45 46
Sales - Reductions 0 0 (4,401) (812) (5,212)
Depreciation (339) (2,326) (3,554) (4,103) (10,322)
Reclassifications 0 0 3 560 563
Net Book Value as at 31/12/2019 855 18,941 187,683 24,280 231,758
Additions 991 3,581 611 13,685 18,867
Sales - Reductions 104 0 (4,692) (1,944) (6,532)
Depreciation (500) (2,769) (2,646) (5,862) (11,776)
Reclassifications 0 0 0 221 221
Net Foreign Exchange Differences 2 0 0 0 2
Impairment 0 0 (805) 0 (805)
Net Book Value as at 31/12/2020 1,451 19,753 180,151 30,379 231,735
MYTILINEOS S.A.
(Amounts in thousands €) Software Land Restoration Licenses Other Intangible
Assets
Total
Gross Book Value 10,521 0 101,746 19,496 131,763
Accumulated depreciation and/or impairment (9,652) 0 (25,916) (8,678) (44,245)
Net Book Value as at 1/1/2019 870 0 75,830 10,818 87,518
Gross Book Value 10,566 0 101,754 25,802 138,122
Accumulated depreciation and/or impairment (9,938) 0 (29,260) (12,356) (51,554)
Net Book Value as at 31/12/2019 628 0 72,494 13,446 86,568
Gross Book Value 11,436 0 101,789 36,870 150,095
Accumulated depreciation and/or impairment (10,244) 0 (32,529) (17,791) (60,564)
Net Book Value as at 31/12/2020 1,192 0 69,260 19,079 89,531
(Amounts in thousands €) Software Land Restoration Licenses Other Intangible
Assets
Total
Net Book Value as at 1/1/2019 870 0 75,830 10,818 87,518
Additions 45 0 8 7,116 7,168
Sales - Reductions 0 0 0 (810) (810)
Depreciation (286) 0 (3,344) (3,678) (7,309)
Net Book Value as at 31/12/2019 628 0 72,494 13,446 86,568
Additions 869 0 35 13,012 13,917
Sales - Reductions 104 0 0 (1,944) (1,840)
Depreciation (409) 0 (3,269) (5,436) (9,114)
Net Book Value as at 31/12/2020 1,192 0 69,260 19,079 89,531

During 2020, the Group recognized an impairment loss of €0.8 million for the production, installation and operation licenses of Renewable Energy Assets and Thermal Energy Assets due to the fact that current market conditions did not provide adequate evidence about the recoverable amount of such licenses

Amortization charged in profit and loss is analyzed in notes 3.20 and 3.21.

3.6 Investments on subsidiaries

MYTILINEOS S.A.
(Amounts in thousands €) 31/12/2020 31/12/2019
Total Opening 277,056 239,415
Additions 73,706 28,566
Merge Through Acquisition Of Subsidiary 0 9,075
Total 350,762 277,056

Below the investments of MYTILINEOS S.A. per subsidiary as at 31/12/2020 and 31/12/2019:

(Amounts in thousands €) 31/12/2020 31/12/2019
SUSTAINABLE ENGINEERING SOLUTIONS SUBSIDIARIES (SES) 32,709 8,809
RENEWABLES & STORAGE DEVELOPMENT SUBSIDIARIES (RSD) 49,757 0
ELECTRIC POWER AND GAS SECTOR SUBSIDIARIES 230,547 230,497
METALLURGY SECTOR SUBSIDIARIES 27,743 27,743
METKA INDUSTRIAL - CONSTRUCTION S.A. (ex ANEMOSTRATA RENEWABLE
ENERGY SOURCES S.A.) 165 165
PROTERGIA AGIOS NIKOLAOS S.A. OF GENERATION AND SUPPLY OF ELECTRICITY
(ex ANEMOSKALA RENEWABLE ENERGY SOURCES S.A.) 165 165
ALUMINIUM OF GREECE INDUSTRIAL AND COMMERCIAL SOCIETE ANONYME (EX
OSTENITIS S.A.) 60 60
MNG TRADING S.A. 2,320 2,320
MYTILINEOS FINANCIAL PARTNERS S.A. 2,000 2,000
GENIKI VIOMICHANIKI S.A. 145 145
MYTILINEOS FINANCE S.A. 405 405
SOMETRA S.A. 4,747 4,747
Total 350,762 277,056

3.6.1 Important non-controlling interests

On the table below, the analysis of the non-controlling interests in Group's Subsidiaries:

(Amounts in thousands €)
SUBSIDIARY % of NCI Total comprehensive
income allocated to NCI
Accumulated NCI
31/12/2020 31/12/2019 31/12/2020 31/12/2019 31/12/2020 31/12/2019
ΚΟRINTHOS POWER S.A. 35.0% 35.0% 11,111 1,807 52,888 41,776
ZEOLOGIC SA 40.0% 40.0% (30) (150) (146) (105)

The summarized financial statements of the Group's subsidiary companies before intragroup eliminations :

CORINTHOS POWER S.A. ZEOLOGIC S.A.
(Amounts in thousands €) 31/12/2020 31/12/2019 31/12/2020 31/12/2019
Non-current assets 232,191 239,552 669 539
Current assets 87,882 53,198 1,261 745
Total assets 320,073 292,750 1,930 1,284
Non-current liabilities 120,114 126,657 415 306
Current liabilities 48,850 46,733 1,878 1,242
Total liabilities 168,964 173,390 2,293 1,547
Equity attibutable to owners of the parent 98,221 77,584 (218) (158)
Non-controlling interests 52,888 41,776 (146) (105)
(Amounts in thousands €) 31/12/2020 31/12/2019 31/12/2020 31/12/2019
Sales 136,393 164,688 1,819 337
Profit of the year attributable to owners of the parent 20,634 3,355 (44) (224)
Profit for the year attibutable to NCI 11,111 1,807 (30) (150)
Profit for the year 31,745 5,162 (74) (374)
Other comprehensive income for the year 4 (25) (17) 0
Total comprehensive income for the year attributable to owners of the
parent 20,637 3,339 (60) (224)
Total comprehensive income for the year attributable to NCI 11,112 1,799 (40) (150)
Total comprehensive income for the year 31,749 5,137 (100) (374)
(Amounts in thousands €) 31/12/2020 31/12/2019 31/12/2020 31/12/2019
Net cash from operating activities 64,864 25,878 81 24
Net cash used in investins activities (10,303) (3,497) (82) (51)
Net cash from financing activities (12,381) (10,633) (44) 295
Net (decrease)/increase in cash and cash equivalents 42,181 11,748 (45) 268

3.7 Investments in associate companies

MYTILINEOS GROUP MYTILINEOS S.A.
(Amounts in thousands €) 31/12/2020 31/12/2019 31/12/2020 31/12/2019
Total Opening 24,026 23,773 17,212 17,212
Share Of Profit/Loss (After Taxation & Minority Interest) 1,155 776 0 0
Additions 0 81 0 0
Merge Through Acquisition Of Subsidiary 0 (604) 0 0
Investments In Associates 25,181 24,026 17,212 17,212

The Group participates in associate companies, which due to significant influence are classified as associates and consolidated by equity method in the consolidated financial statements (the activity and percentage of participation are presented in note 3.7.1). These associate companies are not listed in any Stock Exchange market and therefore there are no market values.

3.7.1 Interests in Associates

Group's Financial Statements include, with the equity method, the following companies incorporated: THERMOREMA S.A. 40% (31.12.2019: 40%), FTHIOTIKI ENERGY S.A. 35% (31.12.2019: 35%), ELEMKA SAUDI 34% (31.12.2019: 34%), IONIA ENERGY S.A. (BUSINESS ENERGY TRIZINIA S.A. is included) 49% (31.12.2019: 49%), IPS S.A. 10% (31.12.2019: 10%), J/V MITILINEOS-XANTHAKIS 50% (2019: 0%), J/V AVAX-INTRAKAT-MYTILINEOS-TERNA 25% (2019: 0%). The Group based on the immaterial contribution of the above mentioned associate companies at earnings before taxes notifies below a summarized Income Statement:

(Amounts in thousands €)
ASSOCIATE % Participation Sales Profit / (Loss) Of The
Period
Share Of Profit / (Loss)
For The Period
THERMOREMA S.A. 40% 1,534 911 364
FTHIOTIKI ENERGY S.A. 35% 609 1,089 381
ELEMKA SAUDI 34% 375 (17) (6)
IONIA ENERGY S.A. 49% 2,559 796 390
INTERNATIONAL POWER SUPPLY AD 10% 7,851 (790) (79)
J/V MYTILINEOS-XANTHAKIS 50% 533 (3) (1)
J/V AVAX-INTRAKAT-MYTILINEOS-TERNA 25% 11,329 421 105
24,791 2,408 1,155

3.8 Deferred tax

Deferred tax assets / liabilities arising from the relevant temporary tax differences are as follows:

MYTILINEOS GROUP
1/1/2020 31/12/2020
Recognised In Deferred Tax
At 1st January Recognised In
Profit Or Loss
Other
Comprehensive
Exchange
Differences
Impact From
Disposal Of
As At 31
December
Deferred Tax
Asset
Deferred Tax
Liability
(Amounts in thousands €) Income Subsidiary
Non - Current Assets
Intangible Assets (27,472) (1,516) 111 0 0 (28,877) 0 (28,877)
Tangible Assets (56,057) (8,804) 0 0 0 (64,861) 0 (64,861)
Right-of-use Assets (10,814) 432 0 0 0 (10,382) 0 (10,382)
Other Financial Assets (3) 0 0 0 0 (3) 0 (3)
Long-Term Receivables (5,771) 0 0 0 0 (5,771) 0 (5,771)
Investment to subsidiaries (11,975) 24 0 0 0 (11,951) 0 (11,951)
Current Assets (112,092) (9,864) 111 0 0 (121,845) 0 (121,845)
Inventories (29) 0 0 0 0 (29) 0 (29)
Construction Contracts 35,575 (2,136) 0 30 0 33,469 33,469 0
Receivables (2,581) 3,953 0 0 0 1,372 1,372 0
Financial Assets at fair value 52 (1) 0 0 0 50 50 0
Reserves 33,017 1,816 0 30 0 34,863 34,891 (29)
Reserves' defer tax liability (27,258) (232) 0 0 0 (27,490) 0 (27,490)
Actuarial Gain/Losses 32 0 0 0 0 33 33 0
Long-term Liabilities (27,226) (232) 0 0 0 (27,457) 33 (27,490)
Employee Benefits 2,541 46 (1) 0 0 2,586 2,586 0
Subsidies 69 0 0 0 0 69 69 0
Long-Τerm Loans (724) (2,819) 0 0 0 (3,543) 0 (3,543)
Other Long-Term Liabilities 3,768 3,659 0 0 0 7,426 7,426 0
Short-Term Liabilities 5,654 886 (1) 0 0 6,538 10,081 (3,543)
Provisions (4,563) 491 (1) 0 0 (4,073) 0 (4,073)
Contingent Liabilities 7,220 5,578 0 0 0 12,798 12,798 0
Employee Benefits 307 41 (21) 0 0 327 327 0
Liabilities From Derivatives 1,077 (13) 3,388 0 0 4,452 4,452 0
Liabilities From Financing Leases 1,627 381 0 0 0 2,008 2,008 0
Other Short-Term Liabilities (13,178) 125 0 0 0 (13,054) 0 (13,054)
Other Contingent Defer Taxes 11,877 0 0 0 0 11,877 11,877 0
Total 4,366 6,603 3,366 0 0 14,336 31,463 (17,127)
Offsetting 0 0 0 0 0 0 37,302 (37,302)
Deferred Tax From Tax Losses 11,884 5,924 0 55 0 17,863 17,863 0
Deferred Tax (Liability)/Receivables (84,397) 5,133 3,477 85 0 (75,702) 131,633 (207,335)
MYTILINEOS GROUP
1/1/2019 31/12/2019
Recognised In Deferred Tax
Recognised In Other Exchange Impact From As At 31 Deferred Tax Deferred Tax
At 1st January Profit Or Loss Comprehensive Differences Disposal Of December Asset Liability
(Amounts in thousands €) Income Subsidiary
Non - Current Assets
Intangible Assets (26,470) (998) 0 0 (4) (27,472) 0 (27,472)
Tangible Assets (47,554) (8,447) (1) 0 (55) (56,057) 0 (56,057)
Right-of-use Assets 0 (10,814) 0 0 0 (10,814) 0 (10,814)
Other Financial Assets (3) 0 0 0 0 (3) 0 (3)
Long-Term Receivables (5,635) (136) 0 0 0 (5,771) 0 (5,771)
Investment to subsidiaries (12,050) 75 0 0 0 (11,975) 0 (11,975)
Current Assets (91,712) (20,320) (1) 0 (59) (112,092) 0 (112,092)
Inventories (29) 0 0 0 0 (29) 0 (29)
Construction Contracts 41,069 (5,494) 0 0 0 35,575 35,575 0
Receivables 232 (2,962) 0 0 150 (2,581) 0 (2,581)
Financial Assets at fair value 54 (2) 0 0 0 52 52 0
Reserves 41,326 (8,459) 0 0 150 33,017 35,626 (2,609)
Reserves' defer tax liability (55,709) 28,451 0 0 0 (27,258) 0 (27,258)
Actuarial Gain/Losses 29 0 3 0 0 32 32 0
Long-term Liabilities (55,680) 28,451 3 0 0 (27,226) 32 (27,258)
Employee Benefits 2,378 148 14 0 0 2,541 2,541 0
Subsidies 69 0 0 0 0 69 69 0
Long-Τerm Loans (1,696) 929 0 0 43 (724) 0 (724)
Other Long-Term Liabilities (10,714) 14,482 0 0 0 3,768 3,768 0
Short-Term Liabilities (9,963) 15,559 14 0 43 5,653 6,378 (724)
Provisions (4,468) (71) (25) 0 0 (4,563) 0 (4,563)
Contingent Liabilities 7,220 0 0 0 0 7,220 7,220 0
Employee Benefits 239 (35) 7 0 96 307 307 0
Liabilities From Derivatives (6,654) (32) 7,763 0 0 1,077 1,077 0
Liabilities From Financing Leases (57) 1,667 0 0 17 1,627 1,627 0
Other Short-Term Liabilities (11,012) (2,166) 0 0 0 (13,178) 0 (13,178)
Other Contingent Defer Taxes 11,877 0 0 0 0 11,877 11,877 0
Total (2,855) (637) 7,745 0 113 4,366 22,107 (17,742)
Offsetting 0 0 0 0 0 0 36,864 (36,864)
Deferred Tax From Tax Losses 49,798 (37,914) 0 0 0 11,884 11,884 0
Deferred Tax (Liability)/Receivables (69,086) (23,319) 7,761 0 248 (84,397) 112,891 (197,288)
MYTILINEOS S.A.
1/1/2020 Recognised In Deferred Tax 31/12/2020
At 1st January Recognised In
Profit Or Loss
Other
Comprehensive
Exchange
Differences
Impact From
Disposal Of
As At 31
December
Deferred Tax
Asset
Deferred Tax
Liability
(Amounts in thousands €) Income Subsidiary
Non - Current Assets
Intangible Assets (26,080) (1,373) 0 0 0 (27,453) 225 (27,678)
Tangible Assets (51,194) (3,125) 0 0 0 (54,319) 271 (54,590)
Right-of-use Assets (8,050) 563 0 0 0 (7,487) 0 (7,487)
Current Assets (85,324) (3,935) 0 0 0 (89,259) 496 (89,755)
Construction Contracts 31,986 (2,286) 0 0 0 29,700 29,700 0
Receivables (3,580) 1,930 0 0 0 (1,651) 2,024 (3,674)
Financial Assets at fair value 55 (1) 0 0 0 54 54 0
Reserves 28,461 (357) 0 0 0 28,103 31,778 (3,674)
Reserves' defer tax liability (30,655) (232) 0 0 0 (30,887) 0 (30,887)
Actuarial Gain/Losses 16 0 0 0 0 16 16 0
Long-term Liabilities (30,639) (232) 0 0 0 (30,871) 16 (30,887)
Employee Benefits 2,951 64 (2) 0 0 3,014 3,014 0
Long-Τerm Loans (8) (2,897) 0 0 0 (2,904) 30 (2,934)
Other Long-Term Liabilities 4,733 2,147 0 0 0 6,879 6,879 0
Short-Term Liabilities 7,676 (686) (2) 0 0 6,989 9,923 (2,934)
Provisions 866 105 (31) 0 0 941 1,046 (106)
Contingent Liabilities 0 5,578 0 0 0 5,578 5,578 0
Employee Benefits 654 8 (25) 0 0 637 661 (24)
Liabilities From Derivatives 1,031 0 3,379 0 0 4,410 4,410 0
Liabilities From Financing Leases 960 223 0 0 0 1,183 1,183 0
Other Short-Term Liabilities (12,370) 182 0 0 0 (12,187) 14,995 (27,182)
Total (8,858) 6,097 3,323 0 0 561 27,873 (27,312)
Deferred Tax From Tax Losses 0 833 0 0 0 833 833 0
Deferred Tax (Liability)/Receivables (88,684) 1,718 3,321 0 0 (83,645) 70,918 (154,563)
MYTILINEOS S.A.
1/1/2019 31/12/2019
Recognised In Deferred Tax
At 1st January Recognised In
Profit Or Loss
Other
Comprehensive
Exchange
Differences
Impact From
Disposal Of
As At 31
December
Deferred Tax
Asset
Deferred Tax
Liability
(Amounts in thousands €) Income Subsidiary
Non - Current Assets
Intangible Assets (25,120) (960) 0 0 0 (26,080) 509 (26,589)
Tangible Assets (52,876) 1,682 0 0 0 (51,194) 185 (51,379)
Right-of-use Assets 0 (8,050) 0 0 0 (8,050) 0 (8,050)
Long-Term Receivables 136 (136) 0 0 0 0 0 0
Current Assets (77,860) (7,464) 0 0 0 (85,324) 694 (86,018)
Construction Contracts 37,005 (5,019) 0 0 0 31,986 31,986 0
Receivables (2,938) (642) 0 0 0 (3,580) 327 (3,907)
Financial Assets at fair value 57 (2) 0 0 0 55 55 0
Reserves 34,124 (5,663) 0 0 0 28,461 32,368 (3,907)
Reserves' defer tax liability (59,105) 28,451 0 0 0 (30,655) 0 (30,655)
Actuarial Gain/Losses 16 0 0 0 0 16 16 0
Long-term Liabilities (59,089) 28,451 0 0 0 (30,638) 16 (30,655)
Employee Benefits 2,788 150 12 0 0 2,951 2,951 0
Long-Τerm Loans 20 (28) 0 0 0 (8) 228 (236)
Other Long-Term Liabilities (2,546) 7,278 0 0 0 4,733 7,362 (2,630)
Short-Term Liabilities 263 7,401 12 0 0 7,676 10,542 (2,865)
Provisions 893 (8) (19) 0 0 866 972 (106)
Employee Benefits 669 (16) 1 0 0 654 654 0
Liabilities From Derivatives (6,731) 0 7,763 0 0 1,031 1,031 0
Liabilities From Financing Leases 0 960 0 0 0 960 960 0
Other Short-Term Liabilities (10,553) (1,817) 0 0 0 (12,370) 11,664 (24,034)
Total (15,722) (881) 7,745 0 0 (8,858) 15,281 (24,140)
Deferred Tax From Tax Losses 31,289 (31,289) 0 0 0 0 0 0
Deferred Tax (Liability)/Receivables (86,995) (9,446) 7,757 0 0 (88,684) 58,901 (147,584)

3.9 Inventories

Inventories that are presented in the financial statements are analyzed as follows:

MYTILINEOS GROUP MYTILINEOS S.A.
(Amounts in thousands €) 31/12/2020 31/12/2019 31/12/2020 31/12/2019
Raw materials 71,250 64,119 65,374 59,389
Semi-finished products 1,157 3,265 1,087 3,223
Finished products 17,836 22,626 17,749 22,626
Work in Progress 152,965 79,951 32,509 37,120
Merchandise 461 423 - 13
Others 49,153 46,425 37,077 35,185
Total 292,822 216,809 153,795 157,557
(Less)Provisions for scrap, slow moving and/or
destroyed inventories (2,654) (2,432) (2,524) (2,303)
Total Stock 290,168 214,377 151,270 155,254

The increase in inventories is due to METKA's EGN portfolio acquisition (METKA EGN is a 100% subsidiary company of the Group) (See Note 1.3.).

3.10 Other receivables

MYTILINEOS GROUP MYTILINEOS S.A.
(Amounts in thousands €) 31/12/2020 31/12/2019 31/12/2020 31/12/2019
Other Debtors 128,175 120,148 59,992 80,379
Receivables from the State 55,300 57,674 27,638 22,091
Receivables from Subsidiaries 0 0 65,872 79,350
Loans given to Subsidiaries 0 0 0 0
Accrued income - Prepaid expenses 79,421 135,092 77,865 136,971
Prepaid expenses for construction contracts 971 2,968 705 724
Less: Provision for Bad Debts (1,388) (1,388) (1,388) (1,388)
Total 262,479 314,494 230,682 318,128

Αs at 31/12/2020, the category "Other Debtors" includes mainly amounts of 39 mio € as collateral for letters of guarantee. Decrease in accrued income is due to electricity and natural gas sales which have been be invoiced during January 2020.

"Other receivables" do not include overdue and non-impaired receivables.

269

The movement of the provision of doubtful other receivables is shown in the following table:

MYTILINEOS GROUP MYTILINEOS S.A.
(Amounts in Thousands €) Other Receivables Other Receivables
Opening Balance 1st January 2019, according to IAS 39 1,388 1,388
Adjustment, according to IFRS 9 0 0
Opening Balance 1st January 2020, according to IFRS 9 1,388 1,388
Revaluation of loss 0 0
Closing Balance 31/12/2020 1,388 1,388

3.11 Financial assets & liabilities

The Group's financial instruments consist mainly of deposits with banks, bank overdrafts, FX spot and forwards, trade accounts receivable and payable, loans to and from subsidiaries, associates, joint ventures, investments in bonds, dividends payable and lease obligations.

The financial instruments presented in the financial statements are categorized in the tables below:

MYTILINEOS GROUP MYTILINEOS S.A.
31/12/2020 31/12/2019 31/12/2020 31/12/2019
(Amounts in thousands €)
Non current assets - - - -
Financial Assets Available for Sale 153 163 37 37
Derivatives 1,931 2,938 1,931 2,938
Other Long-term Receivables 68,527 68,629 63,792 63,607
Total 70,611 71,730 65,759 66,582
Current assets - - - -
Derivatives 9,300 1,023 9,300 431
Financial assets at fair value through profit or loss 69 63 69 63
Trade and other receivables 1,318,939 1,405,295 762,296 799,925
Cash and cash equivalents 492,646 713,037 198,492 145,415
Total 1,820,954 2,119,418 970,157 945,834
Non-Current Liabilities - - - -
Long-term debt 911,533 1,006,450 284,152 353,239
Lease liabilities 42,172 44,764 29,545 31,487
Derivatives 12,647 0 7,507 0
Other long-term liabilities 98,651 98,101 66,292 65,768
Total 1,065,003 1,149,315 387,496 450,493
Current Liabilities - - - -
Short-term debt 31,246 17,438 0 4
Current portion of non-current liabilities 37,664 60,194 0 17,332
Current portion of lease liabilities 5,734 5,066 4,645 4,000
Derivatives 22,230 20,925 22,100 20,689
Trade and other payables 948,571 982,905 923,840 655,713
Total 1,045,444 1,086,528 950,585 697,737

A description of the Group's financial instruments risks, is given in Note 3.31.

Annual
Financial Report for the period
st January
31η December
From
the
1
to the
2020

3.11.1 Other Financial Assets

MYTILINEOS GROUP MYTILINEOS S.A.
(Amounts in thousands €) 31/12/2020
31/12/2019
31/12/2020 31/12/2019
Total Opening 163 159 37 37
Valuation Of Treasury Shares At Fair Value 0 3 0 0
Exchange Rate Differences (10) 2 0 0
Closing Balance 153 163 37 37

Regarding highly liquid assets, namely shares, bank bonds and mutual funds with long-term investment horizon that are traded in an active market.

3.11.2 Financial assets at fair value through profit or loss

MYTILINEOS GROUP MYTILINEOS S.A.
(Amounts in thousands €) 31/12/2020 31/12/2019 31/12/2020 31/12/2019
Total Opening 63 63 63 63
Fair Value Adjustments 6 0 6 0
Closing Balance 69 63 69 63

3.11.3 Derivatives financial instruments

MYTILINEOS GROUP MYTILINEOS S.A.
31/12/2020 31/12/2019 31/12/2020 31/12/2019
(Amounts in thousands €) Asset Liability Asset Liability Asset Liability Asset Liability
Derivatives 11,231 34,877 3,961 20,925 11,231 29,607 3,369 20,689

All derivatives open positions have been marked to market. Fair values of the "interest rate swaps", are confirmed by the financial institutions that the Group has as counterparties.

The Group manages the exposure to currency risk through the use of currency forwards and options and thus by "locking" at exchange rates that provide sufficient cash flows and profit margins. Furthermore, the Group manages the exposure to commodity risk through the use of: a) commodity futures that hedge the risk from the change at fair value of commodities and b) commodity swaps that hedge fluctuations in cash flows from the volatility in aluminum prices.

3.11.4 Other long-term receivables

Other long-term receivables of the Group and the Company are analyzed in the table below:

MYTILINEOS GROUP MYTILINEOS S.A.
(Amounts in thousands €) 31/12/2020 31/12/2019 31/12/2020 31/12/2019
Customers - Withholding guarantees falling due after one year 49,187 49,672 49,187 47,824
Given guarantees 10,050 10,132 7,612 9,570
Other long term receivables 9,291 8,825 6,993 6,212
Other long term receivables 68,527 68,629 63,792 63,607

3.11.5 Loan liabilities

MYTILINEOS GROUP MYTILINEOS S.A.
(Amounts in thousands €) 31/12/2020 31/12/2019 31/12/2020 31/12/2019
Long-term debt
Bank loans 83,071 589,784 - -
Bonds 828,463 416,666 - 353,239
Total 911,533 1,006,450 284,152 353,239
Short-term debt
Overdraft - 8,997 - 8,997
Bank loans 31,246 8,132 - (8,997)
Bonds 0 4 - 4
Long term Bank Loan falling due within one year - 306 - -
Total 31,246 17,438 0 4
Current portion of non-current liabilities 37,664 60,194 - 17,332
Total 980,443 1,084,082 284,152 370,575
(Amounts in thousands €) 31/12/2020 31/12/2019 31/12/2020 31/12/2019
Long-term debt
Lease liabilities 42,172 44,764 29,545 31,487
Total 42,172 44,764 29,545 31,487
Short-term debt
Current portion of lease liabilities 5,734 5,066 4,645 4,000
Total 5,734 5,066 4,645 4,000
Total 1,028,349 1,133,912 318,342 406,062

The effective weighted average borrowing rate for the group, as at the balance sheet date is 2.56%.

3.11.6 Loan liabilities movement

MYTILINEOS GROUP
31/12/2020 31/12/2019
Short term Long term Total Short term Long term Total
(Amounts in thousands €) Loan Liabilities Loan Liabilities Loan Liabilities Loan Liabilities
Total Opening 77,632 1,006,450 1,084,083 64,463 534,028 598,491
Repayments (66,197) (414,759) (480,956) (223,387) (26,117) (249,504)
Proceeds 31,169 352,234 383,403 187,649 542,300 729,950
Aquicitions 0 0 0 8,342 4,706 13,048
Other 3,691 (9,777) (6,086) (604) (8,318) (8,922)
Reclassification 22,615 (22,615) 0 41,168 (40,149) 1,020
Total 68,910 911,533 980,443 77,632 1,006,450 1,084,083
MYTILINEOS S.A.
31/12/2020 31/12/2019
(Amounts in thousands €) Short term
Loan Liabilities
Long term
Loan Liabilities
Total Short term
Loan Liabilities
Long term
Loan Liabilities
Total
Total Opening 17,336 353,239 370,574 17,599 369,323 386,922
Impact From Merge of Subsidiaries - - - 0 0 0
Repayments (19,433) (356,670) (376,103) (127) (17,332) (17,459)
Proceeds 2,096 300,000 302,096 0 0 0
Other 0 (12,416) (12,416) (141) 232 92
Reclassification 1 (1) 0 4 1,016 1,020
Total 0 284,152 284,152 17,336 353,239 370,574

3.11.7 Other long-term liabilities

MYTILINEOS GROUP MYTILINEOS S.A.
(Amounts in thousands €) 31/12/2020 31/12/2019 31/12/2020 31/12/2019
Received guarantees - Grants-Leasing
Total Opening 59,182 62,428 26,965 29,988
Additions 2,555 1,039 1,045 (1,135)
Transfer At Profits/Loss (1,397) (775) (1,152) (775)
Transfer From / (To) Short - Term (2,381) (3,508) (1,151) (1,113)
Closing Balance 57,959 59,182 25,707 26,965
Advances of customers
Total Opening 7,029 38,320 7,029 38,320
Transfer From / (To) Short - Term (57) (31,290) (57) (31,290)
Closing Balance 6,972 7,029 6,972 7,029
Other
Total Opening 12,272 9,301 12,155 9,174
Additions 14,031 12,196 13,995 12,155
Transfer At Profits/Loss (12,155) (9,174) (12,155) (9,174)
Transfer From / (To) Short - Term (44) (51) 0 0
Exchange Rate Differences (1) 0 0 0
Closing Balance 14,102 12,272 13,995 12,155
Suppliers holdings for good performance
Total Opening 19,618 19,618 19,618 19,618
Additions 0 0 0 0
Transfer At Profits/Loss 0 0 0 0
Closing Balance 19,618 19,618 19,618 19,618
Total 98,651 98,101 66,292 65,768

3.12 Customers and other trade receivables

MYTILINEOS GROUP MYTILINEOS S.A.
(Amounts in thousands €) 31/12/2020 31/12/2019 31/12/2020 31/12/2019
Customers 772,072 777,731 342,326 349,411
Checks receivable 6,832 4,883 2,263 2,302
Receivables from contracts 180,483 242,596 100,641 64,351
Less: Impairment Provisions (22,873) (27,727) (18,524) (23,459)
Net trade Receivables 936,513 997,483 426,706 398,254
Advances for inventory purchases 111 114 - -
Advances to trade creditors 119,836 93,204 104,908 83,543
Total 1,056,460 1,090,802 531,614 481,798

The increase in advances to suppliers is mainly due to advances for Slovenia's project in the Sustainable Engineering Solutions' Business Unit.

273
Annual
Financial Report for the period
st January
31η December
From
the
1
to the
2020
MYTILINEOS GROUP
Construction Contracts 31/12/2020 31/12/2019
Realised Contractual Cost & Profits (minus realised losses) 4,140,737 3,749,330
Less: Progress Billings (4,117,288) (3,666,206)
23,449 83,124
Receivables for construction contracts according to the percentage of
completion
180,483 242,596
Liabilities related to construction contracts according to percent. of completion (157,002) (158,743)
Advances received 78,129 36,061
Clients holdings for good performance 65,211 66,371

The movement in the provision for doubtful receivables related to Customers and Other Trade Receivables is analyzed below:

MYTILINAIOS GROUP MYTILINAIOS S.A.
Trade and other Trade and other
(Amounts in thousands €) receivables receivables
Total on 1 January 2020 according to IFRS 9 27,727 23,459
Revaluation of loss -4,854 -4,935
Total on 31 December 2020 22,873 18,524

Following the decision of the Arbitration Court where the Company's application against LAGIE (now DAPEEP) regarding the electricity pricing of SITHYA was accepted, the Company proceeded for the year 2020 in a write off of an amount of € 8.5 million, which is an equal amount of provision for previous years' claims from DAPEEP (former LAGE).

3.13 Cash and cash equivalents

MYTILINEOS GROUP MYTILINEOS S.A.
(Amounts in thousands €) 31/12/2020 31/12/2019 31/12/2020 31/12/2019
Cash 1,265 1,256 1,160 1,131
Bank deposits 297,542 573,201 161,960 61,837
Time deposits & Repos 193,839 138,580 35,372 82,447
Total 492,646 713,037 198,492 145,415
The weighted average interest rate is as: 31/12/2020 31/12/2019
Deposits in Euro 0.03% 0.25%

Cash and cash equivalent do not include blocked deposits.

3.14 Suppliers and other liabilities

Η ανάλυση των υπολοίπων των προμηθευτών και των λοιπών συναφών υποχρεώσεων του Ομίλου και της Εταιρείας έχει ως εξής:

MYTILINEOS GROUP MYTILINEOS S.A.
(Amounts in thousands €) 31/12/2020 31/12/2019 31/12/2020 31/12/2019
Suppliers 372,168 486,332 170,971 184,645
Notes Payable 566 - - -
Customers' Advances 157,558 170,131 144,494 160,952
Liabilities to customers 157,312 158,743 157,002 157,065
Total 687,604 815,205 472,468 502,662

3.15 Other short-term liabilities

MYTILINEOS GROUP MYTILINEOS S.A.
(Amounts in thousands €) 31/12/2020 31/12/2019 31/12/2020 31/12/2019
Liabilities to Related Parties 0 0 243,036 8,576
Accrued expense 142,842 107,854 106,794 77,278
Social security insurance 4,509 4,590 3,542 3,626
Dividends payable 2,965 665 884 665
Deferred income-Grants 1,025 901 0 0
Others Liabilities 109,627 53,690 97,117 62,907
Total 260,967 167,699 451,372 153,050

The increase in accrued expenses is due to purchases of electricity and gas which will be invoiced in January 2021.

3.16 Total Equity

3.16.1 Share capital

Mytilineos S.A., following the 27.03.2020 decision of the Extraordinary General Meeting of its shareholders and the relevant decision of the Board of Directors dated 01.06.2020, announced its intention to start implementing the Own Share Buyback Program. The purchases of the own shares will be made through the members of the Athens Stock Exchange, EUROBANK EQUITIES INVESTMENT FIRM S.A., PIRAEUS SECURITIES S.A. and EUROXX SECURITIES S.A.

It is reminded that the purpose of the program is to reduce the share capital and / or the disposal of the same shares, which will be acquired, to the staff and / or members of the management of the Company and / or affiliated company, while the maximum number of shares to be acquired is expected to be 14,289,116 (up to 10% of the share capital), with a minimum purchase price of €0.97 per share and a maximum purchase price of €20 per share, and the program will last until 26.03.2022. The final amount that will be allocated for the program and the number of shares that will eventually be purchased, will depend on the current conditions of

the company and the market.

The share capital of Mytilineos S.A at 31.12.2020 amounts to one hundred thirty-eight millions six hundred four thousand four hundred twenty-six euros and seventeen cents (€ 138.604.426,17), divided into one hundred forty-two millions eight hundred ninety-one thousand one hundred sixty-one (142.891.161) registered shares with a nominal value of € 0,97 each.

The Shares of Mytilineos S.A. are freely traded on the Securities Market of the Athens Exchange. Until 31/12/2020 6,138,692 Company's shares have been bought back at an average price of €9.1929 and total cost of €56,794,881.

3.16.2 Reserves

Reserves in the financial statements are analysed as follows:

MYTILINEOS GROUP
(Amounts in thousands €) Regular Reserve Special &
Extraordinary
Reserves
Tax-free and
Specially taxed
Reserves
Revaluation
reserves
Financial
instruments
valuation reserve
Stock Option Plan
Reserve
Stock Option Plan
Reserve
Merged Reserves Total
Opening Balance 1st January 2019, according to IFRS -as published- 20,709 13,150 89,489 221 2,767 1,225 (433) 3,629 130,758
Transfer To Reserves 91 0 187 0 0 0 0 0 278
Impact From Acquisition Of Share In Subsidiaries 0 0 0 36 0 0 0 0 36
Increase / (Decrease) Of Share Capital 0 (12) 0 0 0 0 0 0 (12)
Net Profit/(Loss) For The Period 91 (12) 187 36 0 0 0 0 302
Available For Sale Financial Assets 0 0 0 0 (1,560) 0 0 0 (1,560)
Cash Flow Hedging Reserve 0 0 0 0 160 0 0 0 160
Deferred Tax From Actuarial Gain / (Losses) (1) 0 0 0 0 0 39 0 38
Actuarial Gain / (Losses) 0 0 0 0 0 0 (648) 0 (648)
Closing Balance 31/12/2019 20,799 13,139 89,677 256 1,367 1,225 (1,043) 3,629 129,050
Opening Balance 1st January 2020, according to IFRS -as published- 20,799 13,139 89,677 256 1,367 1,225 (1,043) 3,629 129,050
Transfer To Reserves 854 (1,684) 542 1,353 0 0 (1) 0 1,064
Increase / (Decrease) Of Share Capital 0 (1) 0 0 0 0 0 0 (1)
Net Profit/(Loss) For The Period 854 (1,685) 542 1,353 0 0 (1) 0 1,063
Cash Flow Hedging Reserve 0 0 0 0 (5,587) 0 0 0 (5,587)
Income Tax Relating To Components Of Other Comprehensive Income 0 0 353 0 0 0 0 0 353
Deferred Tax From Actuarial Gain / (Losses) 0 0 0 0 0 0 37 0 37
Actuarial Gain / (Losses) 0 0 0 0 0 0 (928) 1 (928)
Closing Balance 31/12/2020 21,653 11,454 90,571 1,609 (4,220) 1,225 (1,935) 3,630 123,987
MYTILINEOS S.A.
(Amounts in thousands €) Regular Reserve Special &
Extraordinary
Reserves
Tax-free and
Specially taxed
Reserves
Revaluation
reserves
Financial
instruments
valuation reserve
Stock Option Plan
Reserve
Stock Option Plan
Reserve
Merged Reserves Total
Opening Balance 1st January 2019, according to IFRS -as published- 63,197 79,487 47,419 174 (2) 1,615 (4,139) (324,205) (136,454)
Dividends Paid 0 0 0 0 0 0 0 0 0
Impact From Merge Through Acquisition Of Subsidiary 0 0 0 0 0 0 0 (4,921) (4,921)
Net Profit/(Loss) For The Period 0 0 0 0 0 0 0 (4,921) (4,921)
Deferred Tax From Actuarial Gain / (Losses) 0 0 0 0 0 0 31 0 31
Actuarial Gain / (Losses) 0 0 0 0 0 0 (541) 0 (541)
Closing Balance 31/12/2019 63,197 79,487 47,419 174 (2) 1,615 (4,649) (329,126) (141,885)
Opening Balance 1st January 2020, according to IFRS -as published- 63,197 79,487 47,419 174 (2) 1,615 (4,649) (329,126) (141,885)
Transfer To Reserves 0 0 0 0 0 0 (1) 0 (1)
Net Profit/(Loss) For The Period 0 0 0 0 0 0 (1) 0 (1)
Deferred Tax From Actuarial Gain / (Losses) 0 0 0 0 0 0 (2) 0 (2)
Actuarial Gain / (Losses) 0 0 0 0 0 0 (789) 1 (789)
Closing Balance 31/12/2020 63,197 79,487 47,419 174 (2) 1,615 (5,441) (329,126) (142,676)

The majority of the above reserves relates to Parent Company and Greek subsidiaries. Under Greek corporate law, corporations are required to transfer a minimum of 5% of their annual net profit as reflected in their statutory books to a legal reserve, until such reserve equals one-third of the outstanding share capital. The above reserve cannot be distributed throughout the life of the company.

Tax free reserves represent non distributed profits that are exempt from income tax based on special provisions of development laws (under the condition that adequate profits exist for their allowance). These reserves mainly relate to investments and are not distributed.

Specially taxed reserves represent interest income and income from disposal of listed in the Stock Exchange and non listed companies and are tax free or tax has been withheld at source. Except for any tax prepayments, these reserves are exempted from taxes, provided they are not distributed to shareholders.

3.16.3 Translation reserves

This reserve is used to record the exchange differences arising from the translation of foreign subsidiaries' financial statements. The balance of this reserve for the Group at 31/12/2020 was €-38,8 million (31/12/2019: €-10,9 million). The Group had a total net loss € 27,9 million which was reported in the statement of comprehensive income.

The above total net loss for 2020 comes mainly (€26,6 million) from change of the operating currency of the subsidiary Power Project during the year 2020. The main exchange rates of abroad subsidiaries financial statements conversion were:

Statement of Financial Position:

31/12/2020 31/12/2019 Change
ΕUR / USD 1,23 1,12 9,56%
EUR / AUD 1,59 1,60 -0,62%
EUR / GBP 0,90 0,85 5,67%

Income Statement:

Avg 01/01-
31/12/2020
Avg 01/01-
31/12/2019
Change
ΕUR / USD 1,14 1,12 1,98%
EUR / AUD 1,65 1,61 2,79%
EUR / GBP 0,89 0,88 1,36%

3.17 Employee benefit liabilities

MYTILINEOS GROUP
31/12/2020
(Amounts in thousands €) Defined
Contributions
Plans
Defined Benefits
Plans
Total Defined
Contributions
Plans
Defined Benefits
Plans
Total
Current employment cost 1,148 0 1,148 915 8 923
Financial cost 195 39 234 258 61 319
Anticipated return on assets 0 (38) (38) 0 (70) (70)
Net actuarialy (profits)/ losses realised for the period 8 0 8 (66) 0 (66)
Settlement Cost 399 42 441 573 48 621
Amount to Income Statement 1,750 43 1,793 1,679 47 1,726
Actuarial (Gain)/Losses immediate recognise in profit and loss statement 962 (8) 953 567 67 634
Amount through Other Comprehensive Income 962 (8) 953 567 67 634
Expected return of plan assets 0 38 38 0 70 70
Actuarial gains on plan assets 0 (44) (44) 0 250 250
Return of plan assets 0 (6) (6) 0 320 320
MYTILINEOS S.A.
31/12/2020 31/12/2019
(Amounts in thousands €) Defined
Contributions
Plans
Defined Benefits
Plans
Total Defined
Contributions
Plans
Defined Benefits
Plans
Total
Current employment cost 963 0 963 840 0 840
Financial cost 162 39 200 220 60 280
Anticipated return on assets 0 (38) (38) 0 (70) (70)
Net actuarialy (profits)/ losses realised for the period 8 0 8 (52) 0 (52)
Settlement Cost 293 42 336 513 48 561
Amount to Income Statement 1,426 43 1,469 1,521 38 1,559
Actuarial (Gain)/Losses immediate recognise in profit and loss statement 805 (16) 789 484 63 547
Amount through Other Comprehensive Income 805 (16) 789 484 63 547
Expected return of plan assets 0 38 38 0 70 70
Actuarial gains on plan assets 0 (44) (44) 0 250 250
Return of plan assets 0 (6) (6) 0 320 320

The Group's present value of the liability at year end 2020 is € 17.774 k and accordingly for 2019 is € 16.953k.

MYTILINEOS GROUP
31/12/2020 31/12/2019
(Amounts in thousands €) Defined
Contributions
Plans
Defined Benefits
Plans
Total Defined
Contributions
Plans
Defined Benefits
Plans
Total
Total Opening 16,910 43 16,953 16,147 126 16,274
Current Employment Cost 1,210 12 1,222 1,293 8 1,302
Financial Cost 195 41 236 258 64 322
Employer Contributions 0 0 0 0 (78) (78)
Actuarialy (Profits)/ Losses 746 206 953 674 (23) 651
Losses From Abridgement 106 42 148 348 48 396
Settlement Cost 293 (240) 53 221 99 320
Anticipated Return On Assets 0 (39) (39) 0 (71) (71)
Contributions Paid (1,758) 0 (1,758) (2,036) (130) (2,166)
Merge Through Acquisition Of Subsidiary 7 0 7 3 0 3
Exchange Rate Differences 1 0 1 0 0 0
Closing Balance 17,709 65 17,774 16,910 43 16,953

The Entity's present value of the liability at year end 2020 is € 14.661 k and accordingly for 2019 is € 14.048 k.

MYTILINEOS S.A.
31/12/2020 31/12/2019
(Amounts in thousands €) Defined
Contributions
Plans
Defined Benefits
Plans
Total Defined
Contributions
Plans
Defined Benefits
Plans
Total
Total Opening 14,042 4 14,048 13,773 101 13,874
Current Employment Cost 963 0 963 848 0 848
Financial Cost 162 40 202 220 63 283
Employer Contributions 0 0 0 0 (78) (78)
Actuarialy (Profits)/ Losses 586 203 789 575 (28) 547
Losses From Abridgement 106 42 148 348 48 396
Settlement Cost 187 (240) (53) 162 99 261
Anticipated Return On Assets 0 (39) (39) 0 (71) (71)
Contributions Paid (1,404) 0 (1,404) (1,886) (130) (2,016)
Merge Through Acquisition Of Subsidiary 7 0 7 3 0 3
Exchange Rate Differences 0 0 0 0 0 0
Closing Balance 14,649 11 14,661 14,043 4 14,048

The assumptions used, are presented in the following table:

31/12/2020 31/12/2019
Discount Rate 0.6% 1.2%
Future Salary Increases 2.0% 2.0%
Inflation 1.5% 1.5%

3.18 Provisions

Provisions referring to Group and Company are recognized if the following are met: (a) legal or implied liabilities exist as a consequence of past events, (b) there is a possibility of settlement that will require the outflow if economic benefits and (c) the amount of the liability can be measured reliably. More specifically, the Group recognizes provisions for environmental restorations as a result of exploitation of mineral resources processed mainly for the production of Alumina and Aluminum. All provisions are reviewed at each balance-sheet date and are adjusted accordingly so that they reflect the present value of expenses that will be required for the restoration of the environment. Contingent receivables are not recognized in the financial statements but are disclosed if there is a possibility of an inflow of economic benefits.

Environmental Restoration. This provision represents the present value of the estimated costs to reclaim quarry sites and other similar post-closure obligations.

Tax Liabilities. This provision relates to future obligations that may result from tax audits.

Other provisions. Comprise other provisions relating to other risks none of which are individually material to the Group and to contingent liabilities arising from current commitments.

(Amounts in thousands €) MYTILINEOS GROUP
Environmental
Restoration
Tax liabilities Other Total
1/1/2019 781 851 12,505 14,137
Additions From Acquisition/Consolidation Of Subsidiaries - - 6 6
Additional Provisions For The Period - (4) 1,459 1,455
Unrealised Reversed Provisions - 48 (1,191) (1,143)
Exchange Rate Differences - - (1) (1)
Realised Provisions For The Period (155) - (2,045) (2,200)
31/12/2019 626 895 10,733 12,254
Long -Term 626 895 10,684 12,204
Short - Term - - 49 49
Sale Of Subsidiary 0 0 0 225
Additional Provisions For The Period - - 1,715 1,491
Unrealised Reversed Provisions 0 0 (4) (4)
Realised Provisions For The Period (150) - (2,421) (2,571)
31/12/2020 475 895 10,025 11,395
Long -Term 475 895 9,972 11,342
Short - Term - - 53 53
(Amounts in thousands €) MYTILINEOS S.A.
Environmental
Restoration
Tax liabilities Other Total
1/1/2019 - 615 12,454 13,069
Additional Provisions For The Period - - 1,459 1,459
Unrealised Reversed Provisions - - (1,194) (1,194)
Realised Provisions For The Period - - (2,045) (2,045)
31/12/2019 - 615 10,674 11,289
Long -Term - 615 10,674 11,289
Short - Term - - - -
Sale Of Subsidiary 0 0 0 225
Additional Provisions For The Period - - 1,712 1,487
Realised Provisions For The Period - - (2,414) (2,414)
31/12/2020 - 615 9,972 10,587
Long -Term - 615 9,972 10,587
Short - Term - - - -

3.19 Current tax liabilities

MYTILINEOS GROUP MYTILINEOS S.A.
(Amounts in thousands €) 31/12/2020 31/12/2019 31/12/2020 31/12/2019
Tax expense for the period 35,549 28,629 24,738 21,589
Tax audit differences (7) (7) 0 0
Tax liabilities 35,297 33,089 29,317 27,658
Total 70,840 61,711 54,054 49,247

3.20 Cost of goods sold

MYTILINEOS GROUP MYTILINEOS S.A.
(Amounts in thousands €) 31/12/2020 31/12/2019 31/12/2020 31/12/2019
Retirement benefits 4 3 0 0
Other employee benefits 76,368 66,411 54,357 55,002
Cost of materials & inventories 829,896 866,358 648,439 563,557
Third party expenses 200,139 298,099 72,741 84,807
Third party benefits 327,413 554,109 313,864 548,350
Assets repair and maintenance cost 17,535 15,662 12,622 11,501
Operating leases rent 1,691 1,205 1,359 1,169
Taxes & Duties 4,983 7,197 4,081 4,832
Advertisement 1,312 741 1,312 740
Other expenses 24,948 31,129 9,547 19,798
Depreciation - Tangible Assets 68,073 74,404 46,884 52,587
Depreciation - Intangible Assets 7,114 6,619 3,538 3,468
Grants amortization incorporated to cost (1,047) (1,047) (1,047) (1,047)
Depreciation - Right-of-use Assets 1,014 945 52 56
Total 1,559,443 1,921,835 1,167,748 1,344,821

3.21 Administrative & Distribution Expenses

MYTILINEOS GROUP MYTILINEOS S.A.
(Amounts in thousands €) 31/12/2020 31/12/2019 31/12/2020 31/12/2019
Distribution expenses
Retirement benefits 1 1 0 0
Other emploee benefits 1,107 1,058 991 944
Inventory cost 0 1 0 1
Third party expenses 3,110 3,003 2,980 2,851
Third party benefits 231 152 210 128
Assets repair and maintenance cost 1 1 1 1
Operating leases rent 1 (4) 0 0
Taxes & Duties 1,368 1,587 115 112
Advertisement 6 103 5 103
Other expenses 649 1,252 582 1,209
Depreciation - Tangible Assets 6 5 3 4
Total 6,481 7,158 4,888 5,353
MYTILINEOS GROUP MYTILINEOS S.A.
(Amounts in thousands €) 31/12/2020 31/12/2019 31/12/2020 31/12/2019
Administrative expenses
Retirement benefits 142 9 0 0
Other emploee benefits 34,916 26,325 29,459 22,724
Inventory cost 0 46 0 46
Third party expenses 37,079 46,608 20,904 28,712
Third party benefits 3,929 3,473 2,920 2,696
Assets repair and maintenance cost 972 701 983 674
Operating leases rent 118 (305) 203 (125)
Taxes & Duties 449 2,653 218 2,458
Advertisement 7,846 8,733 7,846 8,712
Other expenses 13,266 16,037 10,935 11,863
Depreciation - Tangible Assets 2,333 1,822 2,130 1,750
Depreciation - Intangible Assets 8,807 7,591 5,201 3,492
Depreciation - Right-of-use Assets 5,634 5,701 5,165 5,139
Total 115,489 119,394 85,964 88,140

For 2020, the figure for Administrative expenses includes amount of € 0,169 mio, regarding auditor fees for the

provision of services other than statutory audits.

3.22 Other operating income / expenses

MYTILINEOS GROUP MYTILINEOS S.A.
(Amounts in thousands €) 31/12/2020 31/12/2019 31/12/2020 31/12/2019
Other operating income
Grants amortization 1,715 2,439 52 65
Income from Subsidies 654 167 342 100
Compensations 402 522 282 463
Profit from foreign exchange differences 13,429 14,859 9,843 8,678
Rent income 1,235 1,933 1,390 2,076
Operating income from services (35) 330 1,517 254
Income from reversal of unrealized provisions 92 7 0 7
Profit from sale of fixed assets 247 94 32 548
Other 21,949 6,011 15,322 4,681
Total 39,688 26,361 28,780 16,872
Other operating expenses
Losses from foreign exchange differences 21,086 9,250 16,587 5,867
Provision for bad debts 3,862 1,583 3,217 1,583
Loss from sale of fixed assets 45 201 0 199
Operating expenses from services 4,050 2,201 3,000 1,568
Other taxes 2,277 979 969 587
Compensations 6 105 0 37
Other provisions 491 225 491 225
Total 31,817 14,545 24,263 10,068

The fluctuations of the foreign exchange currency rates in 2020 and 2019 and the respective effect in the financial statements are analysed in detail in the Annual Report of the B.o.D.

3.23 Financial income / expenses

MYTILINEOS GROUP MYTILINEOS S.A.
(Amounts in thousands €) 31/12/2020 31/12/2019 31/12/2020 31/12/2019
Financial income
Bank deposits 542 460 149 175
Customers 23,312 11,398 522 483
Loans to related parties - - 25 1,083
Other 13,874 5,455 13,702 314
Transactions with related parties - - - 3,838
Receivables' discount interest 12,178 9,159 - -
Total 49,955 26,472 14,399 5,893
Financial expenses
Discounts of Employees' benefits liability due to service termination 134 12 124 10
Bank Loans 37,600 26,780 14,003 15,582
Interest charges due to customer downpayments - (30) - (30)
Loans to related parties (310) (244) 6,085 (244)
Letter of Credit commissions 8,574 8,904 4,024 4,690
Interest rate swaps 44 51 - -
Factoring 2,785 3,170 2,651 3,083
Financial Leases 14 4 - -
Other Banking Expenses 5,484 3,124 4,240 2,102
Interest from operating/trading activities 11,263 9,545 477 1,698
Interest on lease liabilities 2,320 2,424 1,642 1,722
Total 67,908 53,740 33,246 28,613

The amount of €13.3 mio in "Other" financial income is related to the difference between the present value and nominal value of the bonds at the time of their prepayment which will be amortized the following five years through Income Statement.

The bonds were issued and distributed by MYTILINEOS through a public offer, under the 27.06.2017 Common Bond Loan Program issuance of up to € 300,000,000 and a Bondholder Agent Appointment Agreement ("CBL Program").

3.24 Other financial results

MYTILINEOS GROUP MYTILINEOS S.A.
(Amounts in thousands €) 31/12/2020 31/12/2019 31/12/2020 31/12/2019
Other financial results
Non-hedging derivatives (47,681) (13,022) (47,681) (13,022)
Profit / (loss) from fair value of other financial instrument through profit/loss 6 8 6 0
Profit / (loss) from the sale of financial instruments 13,022 0 13,022 0
Income from dividends 480 400 500 2,874
Impairment loss from assets (1,473) (392) 0 0
Total (35,646) (13,006) (34,154) (10,148)

3.25 Income tax

Income tax for the Group and Company differs from the theoretical amount that would result using the nominal tax rate prevailing at year end over the accounting profits. The reconciliation of this difference is analysed as follows:

MYTILINEOS GROUP MYTILINEOS S.A.
(Amounts in thousands €) 31/12/2020 31/12/2019 31/12/2020 31/12/2019
Income Tax 28,300 29,306 17,387 21,592
Income Tax provision 3,140 (23,273) 1,006 (23,584)
Tax Audit differences 631 0 631 0
Deferred taxation (5,133) 23,319 (1,718) 9,446
Extraordinary Income Tax 63 51 0 0
Other Taxes 1,396 51 1,325 0
Total 28,396 29,454 18,631 7,454
Earnings before tax 172,376 179,766 88,444 104,931
Nominal Tax rate 0.24 0.24 0.24 0.24
Tax calculated at the statutory tax rate 41,370 43,144 21,227 25,183
Nominal Tax Rate Adjustments - Change in Greek Tax Rate 0 (579) 0 (1,272)
Nominal Tax Rate Difference in foreign Subsidiary Companies 350 335 0 0
Non taxable income (1,161) (3,369) (120) (744)
Tax on Non taxable reserves (1,717) (7,601) (1,116) (7,601)
Non tax deductible expenses 4,373 2,887 3,315 2,756
Other taxes 0 8 0 0
Income tax coming from previous years 3,140 448 1,006 0
Extraordinary Income Tax 63 50 0 0
Non recognition of deferred tax assets on tax loss carryforwards (1,130) 0 0 0
Other (16,892) (5,869) (5,681) (10,869)
Effective Tax Charge 28,396 29,454 18,630 7,454

See comments on income tax in Note 3.37.1.

3.26 Earnings per share and dividends

Earnings per share

Basic earnings per share are calculated by the weighted average number of ordinary shares.

MYTILINEOS GROUP MYTILINEOS S.A.
(Amounts in thousands €) 1/1-31/12/2020 1/1-31/12/2019 1/1-31/12/2020 1/1-31/12/2019
Equity holders of the parent 128,926 144,891 69,814 97,477
Weighted average number of shares 141,231 142,891 141,231 142,891
Basic earnings per share 0.9129 1.0140 0.4943 0.6822
Continuing Operations (Total)
Equity holders of the parent 130,413 147,575 69,814 97,477
Weighted average number of shares 141,231 142,891 141,231 142,891
Basic earnings per share 0.9234 1.0328 0.4943 0.6822
Discontinuing Operations (Total)
Equity holders of the parent (1,488) (2,684) - -
Weighted average number of shares 141,231 142,891 141,231 142,891
Basic earnings per share (0.0105) (0.0188) 0.0000 0.0000

Dividends

During 2020, the Group paid dividends of € 50 mio to its equity shareholders.

Also during 2020, the directors proposed the payment of a dividend of € 0.3600 per share. As the distribution of dividends requires approval at the shareholders' meeting, no liability in this respect is recognised in the 2020 consolidated financial statements. No income tax consequences are expected to arise as a result of this transaction at the level of Illustrative Corporation.

3.27 Cash flows from operating activities

MYTILINEOS GROUP MYTILINEOS S.A.
(Amounts in thousands €) 1/1-31/12/2020 1/1-31/12/2019 1/1-31/12/2020 1/1-31/12/2019
Cash flows from operating activities
Profit for the period 143,980 150,311 69,814 97,477
Adjustments for:
Tax 28,396 29,454 18,630 7,454
Depreciation of property,plant and equipment 70,509 79,642 48,745 56,720
Depreciation of intangible assets 16,187 14,394 9,010 7,309
Depreciation Right-of-use Assets 6,717 3,274 5,217 2,468
Impairments 1,473 582 - 504
Provisions 4,592 558 4,155 696
Income from reversal of prior year's provisions 46 - (27) -
(Profit)/Loss from sale of tangible assets (225) 109 (32) (348)
Profit/Loss from fair value valuation of derivatives 34,659 - 34,659 -
(Profit)/Loss from fair value valuation of financial assets at fair value through PnL (6) 474 (6) -
Interest income (49,760) (23,839) (14,399) (5,893)
Interest expenses 64,062 48,500 31,417 24,935
Dividends (480) (400) (500) (2,874)
Grants amortization (2,762) (4,261) (1,099) (1,888)
Exchange differences 15,946 (7,700) 13,995 (9,340)
Other differences 2,196 (1,527) - (141)
191,551 139,259 149,767 79,601
Changes in Working Capital
(Increase)/Decrease in stocks (79,560) (22,973) 3,984 14,358
(Increase)/Decrease in trade receivables 12,574 (231,576) (21,933) (70,990)
(Increase)/Decrease in other receivables 2,809 (70,701) (249) 735
Increase / (Decrease) in liabilities 43,625 305,555 326,126 111,695
Provisions - 6 - -
Pension plans - (244) 610 (270)
(19,934) (19,932) 308,538 55,529
Cash flows from operating activities 315,596 269,638 528,119 232,607

3.28 Discontinued Operations

The Group, since 2009, applies IFRS 5 "Non-current assets held for sale & discontinued operations", and presents separately the assets and liabilities of the subsidiary company SOMETRA S.A., following the suspension of the production activity of the Zinc-Lead production plant in Romania, and presents also the amounts recognized in the income statement separately from continuing operations. Given the global economic recession, there were no feasible scenarios for the alternative utilization of the aforementioned financial assets.

From 2011 and on, by applying par. 13 of IFRS 5 "Non-current assets Held for Sale", the Zinc-Lead production ceases to be an asset held for sale and is considered as an asset to be abandoned. The assets of the disposal group to be abandoned are presented within the continuing operations while the results as discontinued operations.

In December 2015, SOMETRA S.A., contributed the Zinc-Lead activity, through a spin – off process, to its newly established subsidiary Reycom Recycling S.A. (REYCOM). The said spin - off is part of the "Mytilineos Group" restructuring process, regarding the Zinc-Lead discontinued operation, targeting on the production of Zn & Pb oxides through the development of a recycling operation of metallurgical residues.

Following the analysis of the profit and loss of the discontinued operations:

MYTILINEOS GROUP
(Amounts in thousands €) 1/1-31/12/2020 1/1-31/12/2019
Sales 212 662
Cost of sales (85) (478)
Gross profit 128 184
Other operating income - 68
Distribution expenses (72) (65)
Administrative expenses (1,208) (1,315)
Other operating expenses (385) (1,553)
Earnings before interest and income tax (1,072) (2,680)
Financial income (0) (0)
Financial expenses (1) (3)
Profit before income tax (1,073) (2,684)
Income tax expense - -
Profit for the period (1,488) (2,684)

3.29 Encumbrances

Group's assets pledges and other encumbrances amount to € 198.17 mio for 31.12.2020.

3.30 Commitments

Group's commitments due to construction contracts are as follows:

MYTILINEOS GROUP MYTILINEOS S.A.
(Amounts in thousands €) 31/12/2020 31/12/2019 31/12/2020 31/12/2019
Commitments from construction contracts
Value of pending construction contracts 1,590,953 1,333,685 1,098,292 791,174
Granted guarantees 561,488 484,807 516,403 443,822
Total 2,152,441 1,818,492 1,614,695 1,234,996

*The amount of € 420 mio concerning the backlog of Deir Azzur project is included in the above table. For the aforementioned project the Group has already announced the pause of the construction on site.

3.31 Financial Risk Factors

Risk Management purpose and policies

MYTILINEOS international activities are affected by multiple risks, which the Company monitors and manages through its Risk Management Framework. The purpose of the Risk Management Framework is to reduce any uncertainty to achieving the Company's strategy, to limit the impact of threats to objectives and to maximize benefits from the opportunities that may arise.

The Company has designed and implements a Risk Management Framework, which is based on international best practices and is tailored to the needs of MYTILINEOS. It also promotes a unified culture that integrates risk management into processes, activities, and decision-making at all levels of the organization.

The Enterprise Risk Management Department provides independent oversight in the implementation and effectiveness of the Risk Management Framework and applies an integrated approach to the analysis of current and emerging risks in order to draw conclusions and information that will contribute to the effective management of risks.

The Company's Management is responsible for the implementation of the Risk Management Framework in the day to day operations of the organization. Specifically, the Management is responsible for the systematic identification and evaluation of the risks that affect the business operations and in addition, supervises the development and timely implementation of the risk management plans. It regularly evaluates the effectiveness of the management plans and the need to adjust them in order to achieve optimal risk management.

3.31.1 Market Risk

(i) Exchange rate risk

The Group develops activity at international level and is therefore exposed to exchange rate risk that arises mainly from the US dollar. Such risk primarily stems from commercial transactions in foreign currency as well as from net investments in foreign financial entities.

Management / Risks control practices

For the management of such risk, the Group's Financial Management Department establishes financial derivative and non-derivative instruments with financial organizations for the account and in the name of the Group's companies.

At the Group level, such financial instruments are considered to constitute compensation means for the exchange rate risk of specific assets, liabilities or future commercial transactions

(ii) Price Risk

Goods prices that are mainly determined by international markets and global offer and demand result in the Group's exposure to the relevant prices fluctuation risk.

Goods' prices are connected both to variables that determine revenues (e.g. metal prices at LME) and to the cost (e.g. natural gas prices) of the Group's companies. Due to its activity, the Group is exposed to price fluctuation of aluminium (AL), zinc (Zn), lead (Pb) as well as to price fluctuation of natural gas, as production cost.

Management / Risks control practices

As regards price fluctuation of metals, the Group's policy is to minimize risk by using financial derivative instruments.

(iii) Interest rate risk.

The Group's assets that are exposed to interest rate fluctuation primarily concern cash and cash equivalents.

Management / Risks control practices

The Group's policy as regards financial assets is to invest its cash in floated interest rates so as to maintain the necessary liquidity while achieving satisfactory return for its shareholders.

In addition, for the totality of its bank borrowing, the Group uses floating interest rate instruments. Depending on the level of liabilities in floating interest rate, the Group proceeds to the assessment of interest rate risk and when necessary examines the necessity to use interest bearing financial derivative instruments. The Group's policy consists in minimizing its exposure to interest bearing cash flow risk as regards longterm funding.

Effect from risk factors and sensitivities analysis

The effect from the above mentioned factors to Group's operating results, equity and net results as at 31.12.2020 and 31.12.2019 presented in the following table:

2020

LME AL
(Aluminium)
\$/t + 50 - 50
EBITDA m. € 8.1 (8.1)
Net Profit m. € 8.1 (8.1)
Equity m. € 8.1 (8.1)
API (Alumina) \$/t + 10 - 10
EBITDA m. € 2.8 (2.8)
Net Profit m. € 2.8 (2.8)
Equity m. € 2.8 (2.8)
Exchange Rate
€/\$
€/\$ -5% +5%
EBITDA m. € 31.4 (29.7)
Net Profit m. € 30.7 (29.0)
Equity m. € 30.7 (29.0)
NG Price €/MWh - 5 + 5
EBITDA m. € 13.5 (13.5)
Net Profit m. € 13.5 (13.5)
Equity m. € 13.5 (13.5)
CO2 (€/t) €/t - 1 + 1
EBITDA εκ. € 1.4 (1.4)
Net Profit εκ. € 1.4 (1.4)
Equity εκ. € 1.4 (1.4)

2019

LME AL
(Aluminium)
\$/t + 50 - 50
EBITDA m. € 8.3 (8.3)
Net Profit m. € 8.3 (8.3)
Equity m. € 8.3 (8.3)
API (Alumina) \$/t + 10 - 10
EBITDA m. € 2.9 (2.9)
Net Profit m. € 2.9 (2.9)
Equity m. € 2.9 (2.9)
Exchange Rate
€/\$
€/\$ -5% +5%
EBITDA m. € 26.6 (24.7)
Net Profit m. € 26.8 (24.9)
Equity m. € 26.8 (24.9)
NG Price €/MWh - 5 + 5
EBITDA m. € 12.6 (12.6)
Net Profit m. € 12.6 (12.6)
Equity m. € 12.6 (12.6)
CO2 (€/t) €/t - 1 + 1
EBITDA εκ. € 2.0 (2.0)
Net Profit εκ. € 2.0 (2.0)
Equity εκ. € 2.0 (2.0)

The Group's exposure in price risk and therefore sensitivity may vary according to the transaction volume and the price level. The aforementioned analysis reflects the nominal exposure to the above factors and does not include any effect from the use of contracts/forwards through which the Group hedges risk.

(iv) COVID – 19 Risks

During 2020, MYTILINEOS took timely and effective measures to manage the COVID-19 pandemic effects, prioritizing the safety and protection of its people. The Company responded with immediacy, flexibility, and decisively transitioned successfully to remote working, thus ensuring the smooth continuation of operations in all areas of its business activities and minimizing the financial impact of the pandemic.

However, the COVID-19 pandemic is not expected to end anytime soon, because vaccination goals are not being met, while virus mutations may alter virus transmissibility and vaccine efficacy. Consequently, this particular risk remains on the list of MYTILINEOS' principal risks.

Management / Risks control practices

MYTILINEOS promptly recognized the potential risks posed by the COVID-19 pandemic and immediately set up a special management team, which reports directly to the top Management and has undertaken the coordination and strategic response.

Business continuity plans were formulated and implemented for all the critical operations of the Company which indicatively include:

  • Implementation of policies that restrict or prohibit business travel.
  • Establishment of procedures for managing a possible or confirmed outbreak of the virus.
  • Establishment of criteria for conducting COVID-19 Rapid tests on employees and contractors.
  • Increased use of personal protection and safety equipment.
  • Evaluation of the business continuity plans of critical partners / suppliers.
  • Maintaining high stocks of raw materials and consumables..

The Company continues to successfully implement remote working, ensuring the smooth continuation of work in all sectors of its business activities, while regular disinfections are carried out at the facilities depending on their criticality and risk exposure.

The COVID-19 Management Team regularly evaluates the effectiveness of these measures, to ensure that they meet their objectives and that they comply with the relevant measures imposed by the authorities.

Financial risk management

The risk management policy is applied by the Corporate Treasury Department. The latter acts as a service center, operating under specific Management-approved lines.

3.31.2 Credit Risk

Credit risk originates from available cash and cash equivalents, derivative financial instruments and deposits at banks and financial institutions, as well as from exposure to client derived credit risk.

Management / Risks control practices

Regarding commercial and other claims, the Group is not theoretically exposed to significant credit risks; as of the multifaceted nature of the Group's activities, there is no significant concentration of credit risk with respect to its commercial requirements, as this is allocated over a high number of clients. However, the atypical conditions that dominate the Greek market and several other markets in Europe are forcing the Group to constantly monitor its business claims and also to adopt policies and practices to ensure that such claims are collected. By way of example, such policies and practices include insuring credits where possible; pre-collection of the value of product sold to a considerable degree; safeguarding claims by collateral loans on customer reserves; and receiving letters of guarantee.

To minimize credit risk on cash reserves and cash equivalents; in financial derivate contracts; as well as other short term financial products, the Group specifies certain limits to its exposure on each individual financial institution and only engages in transactions with creditworthy financial institutions of high credit rating.

The tables below summarize the maturity profile of the Group's financial assets as at 31.12.2020 and 31.12.2019 respectively:

MYTILINEOS GROUP
Past due but not impaired Non past due but not
impaired
Total
(Amounts in thousands €) 0-3 months 3-6 months 6-12 months > 1 year
Liquidity Risk Analysis - Trade
Receivables
2020 71,579 14,424 47,556 42,077 880,824 1,056,460
2019 117,932 73,614 28,797 41,638 828,821 1,090,802
MYTILINEOS S.A.
Past due but not impaired Non past due but not
impaired
Total
(Amounts in thousands €) 0-3 months 3-6 months 6-12 months > 1 year
Liquidity Risk Analysis - Trade
Receivables
2020 43,400 5,664 47,095 35,734 399,720 531,614
2019 92,472 61,591 22,540 40,482 264,713 481,798

3.31.3 Liquidity Risk

Liquidity risk is related with the Group's need for the sufficient financing of its operations and development. The relevant liquidity requirements are the subject of management through the meticulous monitoring of debts of long term financial liabilities and also of payments made on a daily basis.

Management / Risks control practices

The Group ensures that there is sufficient available credit facilities to be able to cover its short-term business needs, after the calculation of cash flows arising from the operation as well as cash and cash equivalents which are held. The funds for long-term liquidity needs ensured by a sufficient amount of loanable funds and the ability to sell long-term financial assets.

The tables below summarize the maturity profile of the Group's liabilities as at 31.12.2020 and 31.12.2019 respectively:

MYTILINEOS GROUP
Liquidity Risk Analysis - Liabilities
(Amounts in thousands €) up to 6 months 6 to 12 months 1 to 5 years after 5 years Total
2020
Long Term Loans 200 0 886,458 25,076 911,733
Short Term Loans 30,906 659 0 0 31,566
Trade and other payables 324,116 130,664 22,509 0 477,290
Other payables 0 95,068 1,213 164,920 261,201
Current portion of non - current liabilities 28,543 8,673 0 0 37,216
Total 296,253 235,065 910,180 277,509 1,719,007
Liquidity Risk Analysis - Liabilities
(Amounts in thousands €) up to 6 months 6 to 12 months 1 to 5 years after 5 years Total
2019
Long Term Loans 0 0 916,341 90,109 1,006,450
Short Term Loans 16,769 669 0 0 17,438
Trade and other payables 620,791 6,278 22,826 213 650,107
Other payables 43,206 104,507 1,213 20,021 168,947
Current portion of non - current liabilities 32,198 28,444 0 0 60,642
Total 712,964 139,899 940,379 110,343 1,903,584
MYTILINEOS S.A.
Liquidity Risk Analysis - Liabilities
(Amounts in thousands €) up to 6 months 6 to 12 months 1 to 5 years after 5 years Total
2020
Long Term Loans 0 0 284,152 0 284,152
Short Term Loans 0 0 0 0 0
Trade and other payables 230,950 11,570 22,303 0 264,823
Other payables 185,442 30,054 1,213 235,546 452,255
Current portion of non - current liabilities 0 0 0 0 0
Total 416,392 41,623 307,668 235,546 1,001,229
Liquidity Risk Analysis - Liabilities
(Amounts in thousands €) up to 6 months 6 to 12 months 1 to 5 years after 5 years Total
2019
Long Term Loans 0 0 353,239 0 353,239
Short Term Loans 4 0 0 0 4
Trade and other payables 312,497 6,157 22,313 0 340,966
Other payables 149,515 3,540 1,213 0 154,269
Current portion of non - current liabilities 8,666 8,666 0 0 17,332
Total 470,682 18,363 376,764 0 865,809

*For Leasing Liabilities see Note 3.2.

It must be noted that the above table does not include liabilities to clients from the performance of construction projects, as the maturity of such values cannot be assessed. Moreover, cash-advances from customers, construction contacts liabilities as well as the provisions and accrued expenses are not included.

3.32 Fair Value Measurements

The following table presents financial assets and liabilities measured at fair value in the statement of financial position in accordance with the fair value hierarchy. This hierarchy groups financial assets and liabilities into three levels based on the significance of inputs used in measuring the fair value of the financial assets and liabilities. The fair value hierarchy has the following levels:

  • Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities;

  • Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and

  • Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).

The level within which the financial asset or liability is classified is determined based on the lowest level of significant input to the fair value measurement.

The Group's financial assets and liabilities measured at fair value in the statement of financial position are grouped into the fair value hierarchy for 31/12/2020 and 31/12/2019 as follows:

MYTILINEOS GROUP
(Amounts in thousands €) 31/12/2020 Level 1 Level 2 Level 3
Financial Assets
Financial assets at fair value through profit or loss
Bank Bonds 69 69 - -
Other Financial Assets 153 108 8 -
Foreign Exchange Contracts For Cash Flow Hedging (Forward) 0 - 0 -
Commodity Futures 2,144 - 2,144 -
Foreign Exchange Contracts (Forward) 9,086 - 9,086 -
Financial Assets 11,453 177 11,239 -
Financial Liabilities
Foreign Exchange Swap Contracts (Swaps) 91 - 91 -
Foreign Exchange Contracts (Forward) 1,984 - 1,984 -
Commodity Futures 19,159 - 19,159 -
Commodity Options 8,502 - 8,502 -
Financial Liabilities 34,877 - 34,877 -
MYTILINEOS GROUP
(Amounts in thousands €) 31/12/2019 Level 1 Level 2 Level 3
Financial Assets
Financial assets at fair value through profit or loss
Stock Shares 10 10 - -
Bank Bonds 54 54 - -
Other Financial Assets 163 118 8 37
Foreign Exchange Contracts For Cash Flow Hedging (Forward) 1,070 591 478 -
Commodity Futures 2,891 - 2,891 -
Financial Assets 4,188 773 3,378 37
Financial Liabilities
Foreign Exchange Swap Contracts (Swaps) 236 - 236 -
Commodity Futures 7,667 - 7,667 -
Commodity Options 13,022 - 13,022 -
Financial Liabilities 20,925 - 20,925 -
MYTILINEOS S.A.
(Amounts in thousands €) 31/12/2020 Level 1 Level 2 Level 3
Financial Assets
Financial assets at fair value through profit or loss
Bank Bonds 69 69 - -
Foreign Exchange Contracts For Cash Flow Hedging (Forward) - - - -
Commodity Futures 2,144 - 2,144 -
Foreign Exchange Contracts (Forward) 9,086 - 9,086 -
Financial Assets 11,336 69 11,231 -
Financial Liabilities
Foreign Exchange Contracts (Forward) 1,984 - 1,984 -
Commodity Futures 19,121 - 19,121 -
Commodity Options 8,502 - 8,502 -
Financial Liabilities 29,607 - 29,607 -
MYTILINEOS S.A.
(Amounts in thousands €) 31/12/2019 Level 1 Level 2 Level 3
Financial Assets
Financial assets at fair value through profit or loss
Stock Shares 10 10 - -
Bank Bonds 54 54 - -
Other Financial Assets 37 - - 37
Foreign Exchange Contracts For Cash Flow Hedging (Forward) 478 - 478 -
Commodity Futures 2,891 - 2,891 -
Financial Assets 3,470 63 3,369 37
Financial Liabilities
Commodity Futures 7,667 - 7,667 -
Commodity Options 13,022 - 13,022 -
Financial Liabilities 20,689 - 20,689 -

In the financial year 2020 no transfer existed between levels 1 and 2.

3.33 Capital Management

The primary objective of the Group's capital management is to ensure the continuous smooth operation of its business activities and the achievement of its growth plans combined with an acceptable credit rating. For the purpose of capital management, the Group monitors the ratios "Net Debt to EBITDA" and "Net Debt to Equity". As net debt, the Group defines interest bearing borrowings minus cash and cash equivalents. The ratios are managed in such a way in order to ensure the Group a credit rating compatible with its strategic growth.

The table below presents ratio results for the years December 31, 2020 and 2019 respectively:

MYTILINEOS GROUP
31/12/2020 31/12/2019
(Amounts in thousands €)
Long-term debt 911,533 1,006,450
Lease liabilities 42,172 44,764
Short-term debt 31,246 17,438
Current portion of non-current debt 37,664 60,194
Current portion of lease liabilities 5,734 5,066
Cash and cash equivalents (492,646) (713,037)
Group Net debt 535,703 420,875
Oper.Earnings before income tax, financial results, depreciation and amortization 315,167 313,155
Equity 1,574,046 1,633,870
Group Net debt / Oper.Earnings before income tax, financial results, depreciation and
amortization
1.70 1.34
Group Net debt / Equity 0.34 0.26

Ratios' calculation excluding lease liabilities would be as follows:

Net Debt / EBITDA 1.54
Net Debt / Equity 0.31

The Company manage its funds on a Group level and not on a Company level.

Due to bank financing, the Group holds an obligation and restriction to maintain the ratio of "Net Debt to Equity" below one.

3.34 Dividend Proposed and Payable

The BOD will propose to the General Assembly of the Shareholders (GA) the distribution of dividend of gross amount € 0.3600/ share. In 2019 the BOD had proposed the distribution of dividend of gross amount € 0.3600/ share. The aforementioned proposed amount should be approved by the General Assembly of the Shareholders (GA).

3.35 Number of employees

The number of employees at 31/12/2020 amounts to 2.467 for the Group and to 1.855 for the Entity. Accordingly, at 31/12/2019, the number of employees amounted to 2.451 and 1.898.

3.36 Related Party transactions

The above mentioned related party transactions are on a pure commercial basis. The Group or any of its related parties has not entered in any transactions that were not in an arm's length basis, and do not intent to participate in such transactions in the future. No transaction from the above mentioned had any special terms and there were no guarantees given or received.

MYTILINEOS GROUP MYTILINEOS S.A.
(Amounts in thousands €) 31/12/2020 31/12/2019 31/12/2020 31/12/2019
Stock Sales
Subsidiaries - - 69,979 132,208
Other Related parties - 217 - 217
Total - 217 69,979 132,425
Stock Purchases
Subsidiaries - - 20,819 32,487
Total - - 20,819 32,487
Services Sales & Other Transactions
Subsidiaries - - 15,952 26,181
Other Related parties - 366 - 366
Total - 366 15,952 26,547
Services Purchases
Subsidiaries - - 35,887 1,282
Management remuneration and fringes 9,935 15,654 7,701 13,628
Other Related parties - 5,475 - 5,186
Total 9,935 21,129 43,588 20,096
MYTILINEOS GROUP MYTILINEOS S.A.
(Amounts in thousands €) 31/12/2020 31/12/2019 31/12/2020 31/12/2019
Loans given to Related Parties
Subsidiaries - - - -
Other Related parties - - - -
Total - - - -
Loans received from Related Parties
Subsidiaries - - - -
Total - - - -
Receivables from Related Parties
Subsidiaries - - 100,136 122,369
Management remuneration and fringes - - - -
Other Related parties - - - -
Total - - 100,136 122,369
Guarantees granted for Related Parties
Subsidiaries 1,806,320 1,747,995 1,806,320 1,747,995
Total 1,806,320 1,747,995 1,806,320 1,747,995
Payables to Related Parties
Subsidiaries - - 245,742 6,432
Management remuneration and fringes - - - -
Other Related parties - - - -
Total - 0 245,742 6,432

301

Out of the above mentioned parent company guarantees:

  • € 677.9 mio are parent company guarantees for bank loans of the Group and
  • € 1,128.3 mio are parent company guarantees on behalf of customers and suppliers of the Group.

It is noted that the above amount of guarantees issued by the parent on behalf of customers and suppliers of its subsidiaries, refers to the maximum amount of the guarantee and the respective risk undertaken by the parent regardless of the probability of realization of said risk.

The above mentioned related party transactions are on a pure commercial basis. The Group or any of its related parties has not entered in any transactions that were not in an arm's length basis, and do not intent to participate in such transactions in the future. No transaction from the above mentioned was under any special terms.

The employee and pension benefits are analyzed as follows:

MYTILINEOS GROUP MYTILINEOS S.A.
(Amounts in thousands €) 31/12/2020 31/12/2019 31/12/2020 31/12/2019
Short term employee benefits
- Wages of Key Management and BOD Fees 9,444 15,295 7,500 13,425
- Insurance service cost 483 350 201 203
9,926 15,645 7,701 13,628
Pension Benefits:
- Defined contribution scheme 9 9 0 0
Total 9,935 15,654 7,701 13,628

No loans have been given to members of the Board of Directors or other management members of the Group (and their families).

3.37 Contingent Assets & Contingent Liabilities

3.37.1 Unaudited tax years

Unaudited tax years

For the fiscal years from 2011 up to 2019, the Group's Companies operating in Greece fulfilling relevant criteria to be subject to tax audit by the statutory auditors, have received Tax Compliance Report, according to article 65A par. 1 of law 4174/2013 and to article 82 par.5 of Law 2238/1994, having no significant differentiations. According to the circular CL. 1006/2016, companies that have been subject to foresaid tax audit, are not exempt from the regular tax audit held by the competent tax authorities. For fiscal year 2020, the tax Compliance audit is already being performed by the Statutory auditors and is not expected to bring any significant differentiation on the tax liabilities incorporated in the Financial Statements.

Unaudited tax years – Group's resident (Greek) subsidiaries

Taking into consideration the above regarding the Tax Compliance Report (where applicable), the following table shows the Company's and resident (Greek) subsidiaries' financial years whose tax liabilities are not definitive:

COMPANY YEARS NOT INSPECTED BY TAX
AUTHORITIES
COMPANY YEARS NOT INSPECTED BY TAX
AUTHORITIES
1 MYTILINEOS S.A. - 35 PROTERGIA THERMOELEKTRIKI S.A. 2015-2018*
2 METKA INDUSTRIAL - CONSTRUCTION S.A. (absorption by MYTILINEOS in 2018) - 36 METKA INDUSTRIAL - CONSTRUCTION S.A. (ex ANEMOSTRATA RENEWABLE ENERGY
SOURCES S.A.)
2015-2020*
ALUMINIUM OF GREECE INDUSTRIAL AND COMMERCIAL SOCIETE ANONYME (absorption
3
by MYTILINEOS in 2018)
- 37 ANEMODRASI RENEWABLE ENERGY SOURCES S.A. 2015-2020*
4 PROTERGIA S.A. (absorption by MYTILINEOS in 2018) - 38 ANEMORAHI RENEWABLE ENERGY SOURCES S.A. 2015-2020*
5 PROTERGIA THERMOELEKTRIKI S.A. (absorption by MYTILINEOS in 2018) - PROTERGIA AGIOS NIKOLAOS POWER S.A. OF GENERATION AND SUPPLY OF ELECTRICITY
39
(ex ANEMOSKALA RENEWABLE ENERGY SOURCES S.A.)
2015-2020*
6 SERVISTEEL - 40 HORTEROU S.A. 2015-2020*
7 ELEMKA S.A. - 41 KISSAVOS DROSERI RAHI S.A. 2015-2020*
8 BRIDGE ACCESSORIES & CONSTRUCTION SYSTEMS S.A. 2015-2020* 42 KISSAVOS PLAKA TRANI S.A. 2015-2020*
9 DELFI DISTOMON A.M.E. - 43 KISSAVOS FOTINI S.A. 2015-2020*
10 DESFINA SHIPPING COMPANY 2015-2020 44 AETOVOUNI S.A. 2015-2020*
11 ST. NIKOLAOS SINGLE MEMBER P.C. 2015-2020 45 LOGGARIA S.A. 2015-2020*
12 RENEWABLE SOURCES OF KARYSTIA S.A. - 46 IKAROS ANEMOS SA 2015-2020*
13 GENIKI VIOMICHANIKI S.A. 2015-2020 47 KERASOUDA SA 2015-2020*
14 DELTA ENERGY S.A. (absorption by MYTILINEOS in 2019) 2015-2018 48 AIOLIKH ARGOSTYLIAS A.E. 2015-2020*
15 FOIVOS ENERGY S.A. 2015-2019* 49 J/V ΜΕΤΚΑ – ΤΕRΝΑ 2015-2020*
16 HYDROHOOS S.A. 2015-2018* 50 KORINTHOS POWER S.A. 2015-2020*
17 HYDRIA ENERGY S.A. 2015-2020* 51 KILKIS PALEON TRIETHNES S.A. 2015-2020*
18 EN.DY. S.A. 2015-2020* 52 ANEMOROE S.A. 2015-2020*
19 THESSALIKI ENERGY S.A. 2015-2020* 53 PROTERGIA ENERGY S.A. 2015-2020*
20 NORTH AEGEAN RENEWABLES 2015-2020* 54 SOLIEN ENERGY S.A. 2015-2020*
21 MYTILINEOS HELLENIC WIND POWER S.A. 2019-2020 ALUMINIUM OF GREECE INDUSTRIAL AND COMMERCIAL SOCIETE ANONYME (EX
55
OSTENITIS S.A.)
2015
22 AIOLIKI ANDROU TSIROVLIDI S.A. 2015-2015* 56 THERMOREMA S.A. 2015-2020
23 MYTILINEOS AIOLIKI NEAPOLEOS S.A. 2015-2020* 57 FTHIOTIKI ENERGY S.A. 2015-2020
24 AIOLIKI EVOIAS PIRGOS S.A. 2015-2018* 58 IONIA ENERGY S.A. 2015-2020
25 AIOLIKI EVOIAS POUNTA S.A. 2015-2019* 59 AIOLIKH TRIKORFON S.A. 2015
26 AIOLIKI EVOIAS HELONA S.A. 2015-2018* 60 MAKRYNOROS ENERGEIAKH S.A. 2015-2020
27 AIOLIKI ANDROU RAHI XIROKOBI S.A. 2015-2020* 61 MNG TRADING -
28 METKA AIOLIKA PLATANOU S.A. 2015-2020* 62 BUSINESS ENERGY TRIZINIA S.A. 2015
29 AIOLIKI SAMOTHRAKIS S.A. 2015-2020* 63 ZEOLOGIC Α.Β.Ε.Ε 2015-2018
30 AIOLIKI EVOIAS DIAKOFTIS S.A. 2015-2018* 64 EP.AL.ME. S.A. -
31 AIOLIKI SIDIROKASTROU S.A. - 65 J/V MYTILINEOS - XANTHAKIS 2020
32 HELLENIC SOLAR S.A. - 66 J/V MYTILINEOS - ELEMKA 2020
33 SPIDER S.A. 2015-2017 67 J/V MYTILINEOS - ELEMKA - ENVIROFINA 2020
34 MOVAL S.A. (absorption by MYTILINEOS in 2019) 2015-2018 68 J/V AVAX S.A. - INTRAKAT - MYTILINEOS S.A. - TERNA S.A. 2020

*said companies have received a Tax Compliance Report for the fiscal years 2011-2013 while from 2014 onwards, following the amendment of the provisions of Law 4174/2013 par. 1 article 65A, they no longer meet the control criteria.

HYDROHOOS S.A. received a tax certificate in 2019 and will receive it for 2020. The Company MYTILINEOS HELLENIC WIND POWER S.A. had received a tax certificate until 2018. The Company AIOLIKI EVOIAS PIRGOS S.A. received a tax certificate in 2019 and will receive it for 2020. The Company AIOLIKI EVOIAS POUNTA S.A. will receive a tax certificate in 2020. The Company AIOLIKI EVOIAS HELONA S.A. received a tax certificate in 2019 and will receive it for 2020. The Company AIOLIKI EVOIAS DIAKOFTIS S.A. received a tax certificate in 2019 and will receive it for 2020. The Company PROTERGIA THERMOELEKTRIKI S.A. received a tax certificate in 2019 and will receive it for 2020. The Company ZEOLOGIC SA received a tax certificate in 2019 and will receive it for 2020.

Unaudited tax years – Group's foreign subsidiaries

The years of the Group's foreign subsidiaries whose tax liabilities are not definitive, are stated on following table:

COMPANY YEARS NOT INSPECTED BY TAX COMPANY YEARS NOT INSPECTED BY TAX
AUTHORITIES AUTHORITIES
1 RODAX ROMANIA SRL, Βουκουρέστι Ρουμανίας 2009-2020 71 METKA EGN SOLAR 10, Ισπανία 2019-2020
2 DROSCO HOLDINGS LIMITED, Λευκωσία Κύπρος 2003-2020 72 METKA EGN SOLAR 11, Ισπανία 2019-2020
3 ΜΕΤΚΑ BRAZI SRL, Βουκουρέστι Ρουμανίας 2008-2020 73 METKA EGN SOLAR 12, Ισπανία 2019-2020
4 POWER PROJECTS, Τουρκία 2010-2020 74 METKA EGN SOLAR 13, Ισπανία 2019-2020
5 METKA RENEWABLES LIMITED 2015-2020 75 METKA EGN SOLAR 14, Ισπανία 2019-2020
6 SOMETRA S.A., Sibiu Ρουμανίας 2019-2020 76 METKA EGN SOLAR 15, Ισπανία 2019-2020
7 STANMED TRADING LTD, Κύπρος 2011-2020 77 METKA EGN SOLAR 16, Ισπανία 2020
8 MYTILINEOS FINANCE S.A., Λουξεμβούργο 2007-2020 78 METKA EGN SOLAR 17, Ισπανία 2020
9 RDA TRADING, Νήσοι Guernsey 2007-2020 79 METKA EGN SOLAR 18, Ισπανία 2020
10 MYTILINEOS BELGRADE D.O.O., Σερβία 1999-2020 80 METKA EGN SOLAR 19, Ισπανία 2020
11 MYVEKT INTERNATIONAL SKOPJE, Π.Γ.Δ.Μ.
12 MYTILINEOS FINANCIAL PARTNERS S.A.
1999-2020
2011-2020
81 METKA EGN SOLAR 20, Ισπανία
82 METKA EGN SOLAR 21, Ισπανία
2020
2020
13 MYTILINEOS INTERNATIONAL COMPANY A.G. "MIT Co" 2013-2020 83 METKA EGN SOLAR 22, Ισπανία 2020
14 DELTA PROJECT CONSTRUCT SRL, Βουκουρέστι Ρουμανίας 2005-2020 84 METKA EGN SOLAR 23, Ισπανία 2020
15 RIVERA DEL RIO 2015-2020 85 METKA EGN SOLAR 24, Ισπανία 2020
16 METKA-EGN LTD (CYPRUS), Κύπρος 2015-2020 86 METKA EGN SOLAR 25, Ισπανία 2020
17 METKA-EGN LTD (ENGLAND), Ηνωμένο Βασίλειο 2015-2020 87 METKA EGN SOLAR 26, Ισπανία 2020
18 METKA -EGN SpA, Χιλή 2015-2020 88 METKA EGN SOLAR 27, Ισπανία 2020
19 METKA-EGN USA LLC, Πουέρτο Ρίκο 2015-2020 89 METKA EGN SOLAR 28, Ισπανία 2020
20 METKA POWER WEST AFRICA LIMITED, Νιγηρία 2015-2020 90 METKA EGN SOLAR 29, Ισπανία 2020
21 METKA-EGN KZ, Καζακστάν 2017-2020 91 METKA EGN SOLAR 30, Ισπανία 2020
22 METKA-EGN MEXICO, Μεξικό 2017-2020 92 METKA EGN SOLAR 31, Ισπανία 2020
23 METKA-EGN UGANDA SMC LTD, Ουγκάντα 2018-2020 93 METKA EGN SOLAR 32, Ισπανία 2020
24 METKA-EGN JAPAN LTD, Ιαπωνία 2018-2020 94 METKA EGN SOLAR 33, Ισπανία 2020
25 METKA INTERNATIONAL LTD, HAE 2016-2020 95 METKA EGN SOLAR 34, Ισπανία 2020
26 METKA POWER INVESTMENTS, Κύπρος 2016-2020 96 METKA EGN SOLAR 35, Ισπανία 2020
27 METKA IPS LTD, Κύπρος 2018-2020 97 METKA EGN SOLAR 36, Ισπανία 2020
28 INTERNATIONAL POWER SUPPLY AD 2016-2020 98 METKA EGN SOLAR 37, Ισπανία 2020
29 MTRH Developmnet GmbH 2016-2020 99 METKA EGN SOLAR 38, Ισπανία 2020
30 METKA EGN SARDINIA SRL, Ιταλία 2018-2020 100 METKA EGN SOLAR 39, Ισπανία 2020
31 METKA EGN FRANCE SRL, Γαλλία 2018-2020 101 METKA EGN SOLAR 40, Ισπανία 2020
32 METKA EGN SPAIN SLU, Ισπανία 2018-2020 102 METKA EGN Burkina Faso Sarl, Burkina Faso 2020
33 METKA EGN KOREA LTD, Κορέα 2018-2020 103 FALAG Holdings Limited, Αγγλία 2019-2020
34 METKA GENERAL CONTRACTOR CO. LTD, Κορέα 2018-2020 104 METKA EGN Holdings 1 Limited, Κύπρος 2019-2020
35 METKA EGN AUSTRALIA PTY LTD, Αυστραλία 2018-2020 105 METKA EGN Mexico Holding, Μεξικό 2020
36 METKA EGN SINGAPORE PTE LTD, Σιγκαπούρη 2018-2020 106 METKA INTERNATIONAL FZE, HAE 2019-2020
37 VIGA RENOVABLES SP1 SL, Ισπανία 2018-2020 107 Croome Airfield Solar Limited 2020
38 VIGA RENOVABLES SP2 SL, Ισπανία 2018-2020 108 EEB 23 Limited 2020
39 METKA EGN AUSTRALIA PTY HOLDINGS LTD, Αυστραλία 2018-2020 109 EEB13 Limited 2020
40 METKA EGN APULIA SRL, Ιταλία 2018-2020 110 Metka EGN Renewco Holding Limited 2020
41 TERRANOVA ASSETCO PTY LTD 2018-2020 111 Metka EGN TW Holdings Limited 2020
42 WAGGA-WAGGA OPERATIONS CO PTY LTD 2017-2020 112 Sirius SPV Ltd (Watnall) 2020
43 WAGGA-WAGGA PROPERTY CO PTY LTD
44 JUNEE OPERATIONS CO PTY LTD
2017-2020
2018-2020
113 SSPV1 Limited
114 METKA EGN SINGAPORE HOLDINGS 2 PTE. LTD
2020
2020
45 JUNEE PROPERTY CO PTY LTD 2017-2020 115 METKA EGN SINGAPORE HOLDINGS 3 PTE. LTD 2020
46 COROWA OPERATIONS CO PTY LTD 2018-2020 116 METKA EGN CENTRAL ASIA 2020
47 COROWA PROPERTY CO PTY LTD 2017-2020 117 MAVIS SOLAR FARM SINGAPORE PTE. LTD 2020
48 MOAMA OPERATIONS CO PTY LTD 2018-2020 118 MOURA SOLAR FARM PTE. LTD. 2020
49 MOAMA PROPERTY CO PTY LTD 2017-2020 119 WYALONG SOLAR FARM PTE. LTD. 2020
50 KINGAROY OPERATIONS CO PTY LTD 2018-2020 120 METKA EGN ITALY S.R.L. 2020
51 KINGAROY PROPERTY CO PTY LTD 2017-2020 121 MOURA SOLAR FARM HOLDINGS PTY LTD 2020
52 GLENELLA OPERATIONS CO PTY LTD 2018-2020 122 WYALONG SOLAR FARM HOLDINGS PTY LTD 2020
53 GLENELLA PROPERTY CO PTY LTD 2017-2020 123 MAVIS SOLAR FARM AUSTRALIA HOLDINGS PTY LTD 2020
54 ELEMKA SAUDI 2018-2020 124 MAVIS SOLAR FARM PTY LTD 2020
55 MY SUN, Ιταλία 2018-2020 125 PENRITH BESS HOLDING PTE LTD 2020
56 METKA CYPRUS PORTUGAL HOLDINGS, Πορτογαλία 2020 126 METKA EGN SPAIN HOLDING 1 SL 2020
57 JVIGA KOREA TAEAHN Inc., Κορέα 2018-2020 127 METKA EGN SPAIN HOLDING 2 SL 2020
58 METKA EGN AUSTRALIA HOLDINGS TWO PTY LTD, Αυστραλία 2019-2020 128 CENTRAL SOLAR DE DIVOR LDA 2020
59 MYTILINEOS WIND ENERGY ALBANIA, Αλβανία 2019-2020 129 CENTRAL SOLAR DE FALAGUEIRA DLA 2020
60 METKA CYPRUS PORTUGAL 2, Πορτογαλία 2019-2020 130 MK SOLAR Co., Ltd. 2020
61 METKA CYPRUS PORTUGAL 3, Πορτογαλία 2019-2020 131 WATNALL ENERGY LIMITED 2020
62 METKA EGN SOLAR 1, Ισπανία 2019-2020 132 HANMAEUM ENERGY Co., Ltd. 2020
63 METKA EGN SOLAR 2, Ισπανία 2019-2020 133 SANTIAM INVESTMENT V LTD 2020
64 METKA EGN SOLAR 3, Ισπανία 2019-2020 134 SANTIAM INVESTMENT VI LTD 2020
65 METKA EGN SOLAR 4, Ισπανία 2019-2020 135 PENRITH BESS HOLDINGS PTY LTD 2020
66 METKA EGN SOLAR 5, Ισπανία 2019-2020 136 TERRANOVA HOLDCO PTY LTD 2020
67 METKA EGN SOLAR 6, Ισπανία 2019-2020 137 EPC HOLDCO PTY LTD 2020
68 METKA EGN SOLAR 7, Ισπανία 2019-2020 138 ESCO SOLAR FARM 4 PTY LTD 2020
69 METKA EGN SOLAR 8, Ισπανία 2019-2020 139 ESCO SOLAR FARM 4 HOLDINGS PTY LTD 2020
70 METKA EGN SOLAR 9, Ισπανία 2019-2020 140 BRYANT HOLDINGS LIMITED 2020

Tax audit orders for fiscal years 2014-2015 for KORINTHOS POWER S.A. were issued within FY 2020, by the Independent Authority for Public Revenue. The tax audit of KORINTHOS POWER S.A. for fiscal year 2014 has been finalized without imposition of taxes or duties, while the tax audit for fiscal year 2015 is still in progress.

3.37.2 Other Contingent Assets & Liabilities

DEPA's claim against the Company (as universal successor of ALUMINIUM OF GREECE INDUSTRIAL AND COMMERCIAL SOCIETE ANONYME).

DEPA S.A. demands regarding charges that arose from the retrospective revision of the contract price due to the revision of the prices charged by DEPA's supplier, the Turkish company "BOTAS PETROLEUM PIPELINE CORPORATION" the amount of €10,2 Mio (plus VAT), plus interest, by the Company (as universal successor of ALUMINIUM OF GREECE INDUSTRIAL AND COMMERCIAL SOCIETE ANONYME).

With the private agreement between MYTILINEOS SA and DEPA on 06.08.2020, the pending arbitration dispute with regard to retrospective amounts owed due to arbitrations between DEPA - BOTAS was settled amicably. Concerning the claims maintained by both parties, an agreement was concluded as a result of which a credit balance in favor of MYTILINEOS amounting to € 5,767,785.34 arose, in addition to the amount of tax withholdings amounting to € 583,841.38, i.e. a total credit of € 6,351,626.72 in favour of MYTILINEOS. The amount has already been paid to MYTILINEOS.

Company's other Contingent Assets & Liabilities

In May 2020 the Consortium consisting of the companies "General Electric International Inc." and "Mytilineos S.A." (formerly METKA SA), in its capacity as EPC Contractor of the project "HASSI R'MEL I - Construction and commissioning of a power plant with a total capacity of 368,152 MW in Algeria", (hereinafter "the Project") referred to the International Chamber of Commerce (ICC) against the company and the owner of the project under the name "Société Algérienne de Production de l'Electricité" (SAPE), for claims due to delays of the Project, which fall within the sphere of responsibility of the project owner. The Company will recognize in its results the amount that may be awarded to it at the time of the positive outcome of this arbitration procedure. Respectively, the project owner has raised, in the context of his response to the request for arbitration, counterclaims. According to the assessment of the legal advisors of the Company the aforementioned counterclaims of the project owner are unlikely to succeed.

According to IAS 37.14: A provision shall be recognised when: (a) an entity has a present obligation (legal or constructive) as a result of a past event; (b) it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation; and (c) a reliable estimate can be made of the amount of the obligation. If these conditions are not met, no provision shall be recognised. Therefore: a) an entity has a present obligation as a result of project owner's counterclaim, b) the possibility of success is extremely low and the outflow of resources to settle the obligation is not probable, c) no reliable estimation can be made regarding this obligation.

Other Contingent Assets & Liabilities

There are other potential third party claims of € 5.5 Mio against the Company for which no provision has been made. According to IAS 37.14: A provision shall be recognised when: (a) an entity has a present obligation (legal or constructive) as a result of a past event; (b) it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation; and (c) a reliable estimate can be made of the amount of the obligation. If these conditions are not met, no provision shall be recognised. No provision has been made for this matter, since according to the relevant opinions of the Company's legal advisers and the management of the Company: (a) the existence of a commitment has not yet been finalized; and (b) there is no probability that there will be an outflow of financial resources.

Moreover, there are claims of the Company against third parties, which totally amount to €0.03 Mio.

3.37.3 Guarantees

Out of the above mentioned parent company guarantees in note 3.30 anf 3.36, there are guarantees amount of 444.6 mio Group guarantees and 389.6 mio parent company guarantees on behalf of customers and suppliers.

3.38 Post Balance Sheet events

  • On 13.01.2021, MYTILINEOS S.A. announced the signing of an agreement through its subsidiary ZEOLOGIC S.A., with INWASTE S.A., for the design, supply and construction of an innovative treatment plant for Hazardous and Non-Hazardous Solid Waste and Sludge in Greece. The investment, which has already received the necessary environmental permits, will be carried out in Northern Greece and specifically in the broader area of Kilkis and will be the first facility of its kind in the country. Once completed, the plant will be able to process Hazardous Solid Waste and Hazardous Sludge converting them to Non-Hazardous and Inert after treatment, aimed at their safe disposal or even secondary use (e.g., building materials). The design of this innovative plant will be based on the internationally patented treatment method (Geochemical Active Clay Sedimentation - GACS), with exclusive commercial rights held by ZEOLOGIC.
  • On 09.02.2021, MYTILINEOS through its Renewables and Storage Development (RSD) Business Unit has been awarded a total sum of 26 MW for battery energy storage systems (BESS) to provide Fast Reserve grid services for Terna, the Italian Transmission System Operator. The commissioning of the projects is expected to take place during Q4 of 2022, when both systems are expected to start providing Fast Reserve services to the Italian grid from 2023 until 2027. Τhe contract price for the Brindisi contract is 32,000 euros/MW a year and for the Sassari contract is 59,000 euros/MW a year.
  • On 16.02.2021, MYTILINEOS announced the acquisition of a portfolio of 20 solar farms (PV) in progress with a total capacity of 1.48GW, owned by EGNATIA GROUP, as part of its strategic planning for a significant expansion in Renewable Energy Sources (RES), both in Greece and abroad. The entire portfolio has been included into the Fast-track process, while it is estimated that construction will be completed by the end of 2023. In addition, MYTILINEOS will acquire a pipeline portfolio of 21 battery energy storage projects, as well as 4 additional battery energy storage projects combined with solar parks, all developed by EGNATIA GROUP. The total cost for MYTILINEOS for both the PV and storage portfolio stands at €56MIO. Finally, in another "first" for the Greek Energy Transition, MYTILINEOS, contracted a power purchase agreement (Corporate PPA) of 200 MW capacity, from solar parks owned by EGNATIA GROUP, for €33/MWh and for a period of 10+5 years. This PPA is expected to take effect during 2023.
  • In February 2021, MYTILINEOS approved the sale and transfer of all shares held in the company 'IONIA ENERGY SA', namely twenty thousand five hundred and eighty shares (20.580) par value of one hundred (100) Euros, corresponding to 49% of its share capital, to the company "New NE Solar Developments Five 5 Single-Member Société Anonyme". The agreed price amounted to € 8.4 million. In January 2021, the subsidiary of METKA EGN LTD Cyprus acquired 90% of the companies SANTIAM INVESTMENT I LTD, SANTIAM INVESTMENT II LTD, SANTIAM INVESTMENT III LTD and SANTIAM INVESTMENT IV LTD based in Cyprus for the price of € 1,712,000, € 203,300, € 321,000 and € 381,990 respectively. These companies will be classified as assets. In January 2021, the subsidiary of the MAVIS SOLAR FARM AUSTRALIA HOLDINGS PTY LTD acquired Mavis Solar Farm Pty Ltd for AUD 500,000. This company will be classified as asset.

7. Availability of Financial Statements

The Annual Financial Statements of the Group and the Company as well as the financial statements of the companies that are consolidated, the auditor's report and the report of the Board of Directors for the year ending December 31st 2020 have been posted on the web site of the company. Shareholders and investors that are interested for further information, can address the Group's Investor Relations Department. Finally, the present Annual Financial Report, the prior years' Annual Reports and other significant information can be found on the web site of the company (www.mytilineos.gr).

Maroussi, 03 March 2021

EVANGELOS MYTILINEOS

I.D. No ΑΝ 094179/2017

THE PRESIDENT OF THE BOARD & CHIEF EXECUTIVE OFFICER

IOANNIS KALAFATAS I.D. No ΑΖ 556040/2008

SPYRIDON KASDAS I.D. No ΑB 050826/2006

THE CHIEF FINANCE OFFICER THE VICE-PRESIDENT A' OF THE BOARD

EVANGELIA KREMMYDA I.D. No ΑΜ 504721/2015

STYLIANOS PALIKARAS I.D. No ΑK 621204/2012

MIS Manager Accounting Manager

APPENDIX I – SEPARATED FINANCIAL STATEMENTS OF ENERGY SEGMENT MYTILINEOS S.A. - GROUP OF COMPANIES

ENERGY SEGMENT MYTILINEOS S.A. - GROUP OF COMPANIES
SEPARATED STATEMENT OF PROFIT AND LOSS OF THE FULLY INTEGRATED COMPANY
1/1-31/12/2020
Energy Production Energy Supply Natural Gas RES Other Other Operations Mytilineos Group
(Amounts in thousands €) Supply
Sales To Third Parties
Sales of electricity in Energy Exchange Group & DAPEEP (ex LAGHE) 311,067 42,212 0 50,777 0 0 404,055
Sales in ADMHE 35,228 70 0 150 0 0 35,449
Sales of electricity to retail consumers 0 380,398 0 0 0 0 380,398
Exports of electricity 0 16,077 0 0 0 0 16,077
Other income 5,568 1,857 622 1,226 3 0 9,276
Sales of Natural Gas 0 0 159,800 0 0 0 159,800
Other Income of Natural Gas 0 0 4,840 0 0 0 4,840
Intercompany Sales
Supply of Electricity 0 686 0 0 0 0 686
Other Services 16 0 0 168 1,795 0 1,979
Intercompany Sales of Natural Gas 0 0 71,272 0 0 0 71,272
Income Of Other Group Operations
Income from other group operations 0 0 0 0 0 854,478 854,478
Total Income 351,879 441,300 236,535 52,320 1,798 854,478 1,938,311
Expenses & Purchases
Imports of electricity 0 (36,923) 0 0 0 0 (36,923)
Purchase of electricity from Energy Exchange Group & DAPEEP (ex LAGHE) (469) (226,081) 0 (6) 0 0 (226,556)
Purchase of electricity by 3rd parties 0 (11,626) 0 0 0 0 (11,626)
Services from ADMHE (65) (40,300) 0 0 0 0 (40,365)
Services from DEDDIE (33) (99,403) 0 0 0 0 (99,436)
Supply costs of Natural Gas 0 0 (176,487) 0 0 0 (176,487)
Other Costs of Natural Gas 0 0 (3,027) 0 0 0 (3,027)
Transmission costs of Natural Gas 0 0 (29,073) 0 0 0 (29,073)
Distribution costs of Natural Gas 0 0 0 0 0 0 0
Payroll (7,072) (9,782) (1,230) (449) (1,310) 0 (19,843)
Third party fees (2,959) (9,547) (896) (1,582) (23) 0 (15,007)
CO2 Rights (46,570) 0 0 0 0 0 (46,570)
Natural Gas consumption (78,226) 0 0 0 0 0 (78,226)
Third Party Maintenance & Benefits (4,973) (232) (25) (4,717) 0 0 (9,947)
Other third party benefits (3,428) (2,264) (105) (930) (13) 0 (6,740)
Taxes - Duties (2,578) (154) (10) (2,675) 0 0 (5,416)
Other Expenses (2,062) (3,930) (387) (763) (83) 0 (7,226)
Depreciation (43,202) (6,881) (275) (8,191) (67) 0 (58,616)
Provisions 0 (3,170) (49) (5) 0 0 (3,224)
Financial Results (39,771) (574) (301) (2,230) 443 0 (42,434)
Impairment 0 0 0 (1,473) 0 0 (1,473)
Losses / (Gains) on exchange differences 59 0 0 0 0 0 59
Extraordinary (Income) / Expenses 8,886 (123) (173) (497) (3) 0 8,090
Intercompany Expenses & Purchases
Supply of Electricity 0 (532) 0 (154) 0 0 (686)
Other Services (637) (40) 0 (1,302) 0 0 (1,979)
Natural Gas consumption (51,856) (1,254) (18,162) 0 0 0 (71,272)
Financial Results 0 0 0 0 0 0 0
Expenses Of Other Group Operations 0 0 0 0 0 (783,005) (783,005)
Total Expenses (274,956) (452,816) (230,200) (24,974) (1,056) (783,005) (1,767,008)
Profits/ (Loss) Before Taxes 76,924 (11,516) 6,334 27,346 743 71,473 171,303
Result From Discontinuing Operations 0 0 0 0 0 (1,073) (1,073)
Profits / (Loss) Before Taxes From Continuing Operations 76,924 (11,516) 6,334 27,346 743 72,546 172,376

APPENDIX I

ENERGY SEGMENT MYTILINEOS S.A. - GROUP OF COMPANIES
SEPARATED STATEMENT OF PROFIT AND LOSS OF THE FULLY INTEGRATED COMPANY
1/1-31/12/2019
(Amounts in thousands €) Energy Production Energy Supply Natural Gas Supply RES Other Other Operations Mytilineos Group
Sales To Third Parties
Sales of electricity in Energy Exchange Group & DAPEEP (ex LAGHE) 383,536 80,394 0 41,888 0 0 505,818
Sales in ADMHE 30,441 0 0 14 0 0 30,455
Sales of electricity to retail consumers 0 282,305 0 0 0 0 282,305
Exports of electricity 0 18,350 0 0 0 0 18,350
Other income 4 5,711 0 92 0 0 5,807
Sales of Natural Gas 0 0 244,627 0 0 0 244,627
Other Income of Natural Gas 0 0 2,292 0 0 0 2,292
Intercompany Sales
Supply of Electricity 0 13,388 0 0 0 0 13,388
Other Services 0 0 0 2,354 1,583 0 3,937
Intercompany Sales of Natural Gas 0 0 125,895 0 0 0 125,895
Income Of Other Group Operations
Income from other group operations 0 0 0 0 0 1,049,579 1,049,579
Total Income 413,981 400,148 372,813 44,348 1,583 1,049,579 2,282,452
Expenses & Purchases
Imports of electricity 0 (69,955) 0 0 0 0 (69,955)
Purchase of electricity from Energy Exchange Group & DAPEEP (ex
LAGHE)
(664) (179,689) 0 0 0 0 (180,353)
Purchase of electricity by 3rd parties 0 (17,138) 0 (8) 0 0 (17,146)
Services from ADMHE (266) (24,832) 0 0 0 0 (25,099)
Services from DEDDIE (47) (73,286) 0 0 0 0 (73,332)
Supply costs of Natural Gas 0 0 (292,973) 0 0 0 (292,973)
Other Costs of Natural Gas 0 0 (1,980) 0 0 0 (1,980)
Transmission costs of Natural Gas 0 0 (42,143) 0 0 0 (42,143)
Distribution costs of Natural Gas 0 0 0 0 0 0 0
Payroll (6,590) (7,387) (1,364) (495) (1,285) 0 (17,122)
Third party fees (3,914) (10,014) (1,869) (1,508) (91) 0 (17,396)
CO2 Rights (46,517) 0 0 0 0 0 (46,517)
Natural Gas consumption (152,047) 0 0 0 0 0 (152,047)
Third Party Maintenance & Benefits (4,799) (473) (30) (4,378) 0 0 (9,680)
Other third party benefits (2,741) (1,678) (110) (904) (10) 0 (5,442)
Taxes - Duties (3,342) (553) (116) (2,177) (4) 0 (6,191)
Other Expenses (2,226) (3,015) (637) (1,480) (74) 0 (7,432)
Depreciation (46,654) (4,759) (341) (9,711) (61) 0 (61,525)
Provisions 0 (1,583) 0 0 0 0 (1,583)
Financial Results (6,218) (291) (677) (2,521) 353 0 (9,354)
Impairment 0 0 0 0 0 0 0
Losses / (Gains) on exchange differences 359 0 7 0 0 0 366
Extraordinary (Income) / Expenses 512 2,764 20 323 25 0 3,643
Intercompany Expenses & Purchases
Supply of Electricity 0 (12,478) 0 0 0 0 (12,478)
Other Services (1,094) (55) (3) (3,197) 0 0 (4,349)
Natural Gas consumption (108,488) 0 (17,407) 0 0 0 (125,895)
Financial Results 0 0 0 0 0 0 0
Expenses Of Other Group Operations 0 0 0 0 0 (929,386) (929,386)
Total Expenses (384,736) (404,422) (359,623) (26,056) (1,147) (929,386) (2,105,369)
Profits/ (Loss) Before Taxes 29,246 (4,274) 13,189 18,294 436 120,193 177,083
Result From Discontinuing Operations 0 0 0 0 0 (2,684) (2,684)
Profits / (Loss) Before Taxes From Continuing Operations 29,246 (4,274) 13,189 18,293 435 122,876 179,766

APPENDIX I

ENERGY SEGMENT MYTILINEOS S.A. - GROUP OF COMPANIES
SEPARATED BALANCE SHEET OF THE FULLY INTEGRATED COMPANY
31/12/2020
(Amounts in thousands €) Energy Production Energy Supply Natural Gas Supply RES Other Other Operations Mytilineos Group
Assets
Non current assets
Tangible Assets 611,051 603 1 210,211 550 338,972 1,161,388
Goodwill 0 0 0 14,212 0 200,465 214,677
Intangible Assets 81,770 6,231 290 20,933 5 122,506 231,735
Investments in Subsidiary Companies 0 93,362 0 30,017 230,741 (354,120) 0
Investments in Associate Companies 0 0 0 0 7,212 17,969 25,181
Deferred Tax Receivables 26,335 2 30 5,362 74 99,830 131,633
Other Financial Assets 0 0 0 0 0 158 158
Derivatives 0 0 0 0 0 1,931 1,931
Other Long-term Receivables 273 1,709 4,403 22 92 62,027 68,527
Right-of-use-assets 3,678 1,436 155 8,564 122 31,527 45,484
Total Non Current Assets 723,107 103,343 4,880 289,322 238,798 521,265 1,880,714
Current assets
Total Stock
29,068 0 0 267 0 260,833 290,168
Trade and other receivables 32,996 70,593 92,369 19,246 4,098 837,158 1,056,460
Other receivables 21,976 (1,570) 14,976 55,823 54,011 117,263 262,479
Financial assets at fair value through profit or loss 0 0 0 0 0 69 69
Derivatives 0 0 0 0 0 9,300 9,300
Cash and cash equivalents 81,973 48,525 9,662 37,512 0 314,974 492,646
Intersegment 0 0 0 0 0 0 0
Total Current Assets 166,013 117,548 117,006 112,849 58,109 1,539,598 2,111,123
Total Assets 889,119 220,891 121,886 402,171 296,907 2,060,862 3,991,837
Equity & Liabilities
Equity
Components of Equity 524,972 82,896 19,899 135,269 250,960 496,953 1,510,949
Retained earnings - -
-
- - - -
Equity attribute to parent's shareholders 524,972 82,896 19,899 135,269 250,960 496,953 1,510,949
Non controlling Interests 0 0 0 0 0 63,097 63,097
Total Equity 524,972 82,896 19,899 135,269 250,960 560,050 1,574,046
Capital allocation between Business Units 23,614 17,520 (344) 19,140 30,775 (90,705) 0
Non-Current Liabilities
Long-term debt 84,220 0 0 48,416 0 778,898 911,533
Lease liabilities 3,784 1,118 128 8,297 65 28,781 42,172
Derivatives 0 0 0 0 0 12,647 12,647
Deferred Tax Liability 68,101 2 6 10,648 9,016 119,563 207,335
Liabilities for pension plans 1,108 0 52 51 0 16,563 17,774
Other long-term liabilities 22,740 13,995 0 33,449 0 28,467 98,651
Provisions 0 0 0 0 0 11,342 11,342
Non-Current Liabilities 179,953 15,114 185 100,861 9,081 996,260 1,301,454
Current Liabilities
Trade and other payables 11,643 37,457 50,471 3,039 200 584,794 687,604
Tax payable 8,719 17,204 6,930 3,341 1,230 33,416 70,840
Short-term debt 4,307 0 0 22,409 0 4,530 31,246
Current portion of non-current liabilities 8,851 0 0 27,539 0 1,273 37,664
Current portion of lease liabilities 203 356 32 422 55 4,665 5,734
Derivatives 0 0 0 91 0 22,138 22,230
Other payables 126,858 50,343 44,714 90,059 4,606 (55,612) 260,967
Provisions 0 0 0 0 0 53 53
Current Liabilities 160,581 105,361 102,146 146,901 6,091 595,257 1,116,337
Liabilities 340,534 120,475 102,331 247,762 15,172 1,591,517 2,417,791
Equity & Liabilities 889,119 220,891 121,886 402,171 296,907 2,060,862 3,991,837

APPENDIX I

ENERGY SEGMENT MYTILINEOS S.A. - GROUP OF COMPANIES
SEPARATED BALANCE SHEET OF THE FULLY INTEGRATED COMPANY
31/12/2019
Natural Gas
(Amounts in thousands €) Energy Production Energy Supply Supply RES Other Other Operations Mytilineos Group
Assets
Non current assets
Tangible Assets 601,819 330 2 201,621 551 316,558 1,120,884
Goodwill 0 0 0 14,212 0 200,465 214,677
Intangible Assets 79,987 4,956 0 21,763 14 125,038 231,758
Investments in Subsidiary Companies
Investments in Associate Companies
0
0
93,362
0
0
0
25,166
0
230,692
7,212
(349,220)
16,814
0
24,027
Deferred Tax Receivables 23,298 0 33 3,783 74 85,704 112,892
Other Financial Assets 0 0 0 0 0 163 163
Derivatives 0 0 0 0 0 2,938 2,938
Other Long-term Receivables 239 2,819 5,133 12 92 60,333 68,629
Right-of-use-assets 3,952 802 37 8,638 135 34,595 48,160
Total Non Current Assets 709,294 102,270 5,206 275,196 238,770 493,387 1,824,132
Current assets
Total Stock 26,372 0 0 434 0 187,572 214,377
Trade and other receivables 68,837 52,854 110,548 15,877 7,249 835,436 1,090,802
Other receivables (3,848) 7,901 87,801 62,402 50,479 109,758 314,494
Financial assets at fair value through profit or loss 0 0 0 0 0 63 63
Derivatives 0 0 0 0 0 1,023 1,023
Cash and cash equivalents 23,654 23,522 2,455 19,374 0 644,032 713,037
Intersegment 0 0 0 0 0 0 0
Total Current Assets 115,015 84,278 200,804 98,087 57,728 1,777,884 2,333,791
Total Assets 824,309 93,186 206,010 466,645 296,498 2,271,271 4,157,925
Equity & Liabilities
Equity
Components of Equity 452,309 94,819 14,022 108,375 249,935 664,886 1,584,341
Retained earnings - - - - - - -
Equity attribute to parent's shareholders 452,309 94,819 14,022 108,375 249,935 664,886 1,584,341
Non controlling Interests 0 0 0 0 0 49,526 49,526
Total Equity 452,309 94,819 14,021 108,374 249,935 714,412 1,633,870
Capital allocation between Business Units 8,598 9,930 11,882 22,514 31,173 (84,097) 0
Non-Current Liabilities
Long-term debt 94,077 0 0 63,425 0 848,948 1,006,450
Lease liabilities 3,947 611 25 8,544 83 31,554 44,764
Derivatives 0 0 0 0 0 0 0
Deferred Tax Liability 64,708 0 9 8,870 9,016 114,686 197,289
Liabilities for pension plans 816 0 52 33 0 16,051 16,953
Other long-term liabilities 23,770 12,155 0 33,513 0 28,662 98,101
Provisions
Non-Current Liabilities
0
187,318
0
12,766
0
86
0
114,386
0
9,099
12,204
1,052,106
12,204
1,375,761
Current Liabilities
Trade and other payables 31,287 24,855 119,424 2,782 213 636,643 815,205
Tax payable 3,252 12,966 6,739 839 1,416 36,498 61,711
Short-term debt
Current portion of non-current liabilities
0
10,000
0
0
0
0
10,568
30,924
0
0
6,870
19,270
17,438
60,194
Current portion of lease liabilities 182 214 13 386 48 4,223 5,066
Derivatives 0 0 0 236 0 20,689 20,925
Other payables 131,364 30,998 53,844 82,272 4,613 (135,392) 167,699
Provisions 0 0 0 0 0 49 49
Current Liabilities 176,084 69,033 180,021 128,008 6,290 588,851 1,148,288
Liabilities 363,402 81,799 180,107 242,394 15,389 1,640,957 2,524,049
Equity & Liabilities 824,309 186,548 206,010 373,283 296,498 2,271,271 4,157,925

1. General Principles

The Company Mytilineos S.A., as an integrated company operating as producer and supplier of electricity and supplier of natural gas, taking into account provisions of Law 4001/2011 (Government Gazette A '179) and Directive 2009/72/EC, Article 31, on specific rules on unbundling of accounts of integrated electricity and natural gas companies, maintains separate accounts, Balance Sheet and Income Statement, for Electricity Production and Supply as referred to in article 141 of Law 4001/2011, the No. 43/2014 authorization decision of the Regulatory Authority for Energy and the No. 162/2019 authorization decision of the Regulatory Authority for Energy, as well as for Natural Gas Supply, as referred to in article 89 of Law 4001/2011 and the No. 162/2019 authorization decision of the Regulatory Authority for Energy.

The Company also operates in non-electrical industries, for example through "Metallurgy and Mining" and "EPC and Infrastructure" sectors.

At the end of the financial year, the Company publishes according to the IFRS its separate profit and loss statements and balance sheet per electrical energy business area (Balance Sheet and Income Statement before tax), in accordance with the relevant provisions of Law 2190/1920, as amended by the law 4548/2018, as well as by the laws 3229/2004 and 3301/2004 (as amended and in force based on the IFRS. Income, Expenses, Assets and Liabilities relating to non-electricity sectors are allocated to the Separate Consolidated Balance Sheet and Income Statement in the "Other Operations" category.

The aforementioned statements are included in the Notes to the Company's annual financial statements, which are approved and contain a certificate issued by Chartered Accountants. The certificate makes reference in the regulations approved by the RAE, in accordance with Article 141, paragraph 4 and Article 89, paragraph 5 of Law 4001/2011. It is mentioned, that the Company did not reform the comparative separate financial statements of the previous year.

1. Allocation Methods and Rules

Methods and Accounting Rules

The methods and accounting rules followed by the Company are dictated by the general accounting principles and the articles of the International Accounting Standards (IFRS), which must be mandatorily kept.

The Accounting Department of the Company is fully computerized with a valid and properly configured accounting plan and software (SAP), which ensure that separate accounts are maintained and that separate profit and loss statements and balance sheet are prepared for each activity.

In particular, the mandatory registration of all accounting records per business area (in SAP) is currently applied, as designated by the Company in accordance with the above General Principles, as follows:

(a) Business Areas / Activities

  • Production of electricity.
  • Supply of electricity.
  • Supply of Natural Gas.
  • Renewable Energy Sources.
  • Other.

(b) Business Areas apart from electricity and natural gas

• Other Activities

Allocation Rules of Expenses and Revenue (Results)

During every document or transaction entry, as well as any other record pertaining to electricity and natural gas industries, the amounts are classified per business area. Subsequently, the corresponding accounts referring to expenses, revenues, assets and liabilities are automatically updated. The software has a security key on the basis of which, no registration is allowed without the above classification.

This way, documents and transaction entries that concern only one of the Company's business areas or indicate a discrete amount per business area, update the separate accounts of every Business Area (a) directly. The rest of the documents and transactions are allocated to each business area, with the use of a defined allocation key.

Thereafter, the Company prepares the annual profit and loss statements of each financial year per business area.

Allocation Rules of Assets and Liabilities

The entries updating the Assets and Liabilities Accounts, such as fixed assets, reserves, customers, other receivables, suppliers, liabilities and loans are allocated based on the business area to which they relate.

At the end of each financial year, the total Equity is allocated based on the difference between Assets and Liabilities of each business area, which is designated as "capital allocation to business units".

2. Content of Activities' Annual Income and Expenses

The annual separate Profit and Loss Accounts for each activity include the Company's transactions with third parties. Specifically, each business area includes the following:

a) Production of electricity

This business area includes Income, Expenses, Assets and Liabilities, which are derived solely from the business area of power plants.

Specifically,

  • Income from the operation of the plant in Agios Nikolaos, Boeotia, of Mytilineos S.A company., with a nominal power of 444,48 MW, with combustible natural gas.
  • Income from the operation of the plant in Agioi Theodoroi Korinthias of Korinthos Power S.A., with a nominal power of 436,6 MW, with combustible natural gas.
  • Income from the operation of the CHP plant in Agios Nikolaos, Boeotia, Mytilineos S.A. company with a nominal power of 334 MW, with combustible natural gas.
  • Expenses relating to the above income, the main ones being the following: Supply of natural gas, pollutant markets, third party fees and expenses, maintenance and operational costs, consumption of spare parts, other production expenses and depreciations, as well as finance costs.

b) Supply of electricity (Trading & Retail)

This activity includes Income, Expenses, Assets and Liabilities, which are derived from the trading and retail of electricity. Specifically,

  • Income from Trading mainly originates from billings to Operator of Electricity Market (Energy Exchange Group) and to domestic and foreign companies, while retail sales from Domestic and Professional electricity consumers.
  • Purchases concern the supply of Electricity from Operator of Electricity Market (Energy Exchange Group and DAPEEP) and domestic and foreign companies, the rights of electricity import and export, and the other services from Independent Power Transmission Operator (ADMHE), the network usage (DEDDHE), the cost of purchase of electricity future products (NOME).
  • Expenses mainly relate to personnel remunerations and costs, third party fees, finance, depreciation and miscellaneous expenses.

c) Supply of Natural Gas (Trading & Retail)

This activity includes Income, Expenses, Assets and Liabilities, which are derived from the trading and retail of Natural Gas.

Specifically,

  • Income from Trading mainly originates from billings to eligible customers and provision of other services.
  • Purchases concern the supply, transmission and distribution cost of natural gas, as well as other related costs.
  • Expenses mainly relate to personnel remunerations and costs, third party fees, finance, depreciation and miscellaneous expenses

d) Renewable Energy Sources

This activity includes Income, Expenses, Assets and Liabilities arising from Renewable Energy Sources in operation.

e) Other

This activity includes Administrative Income and Expenses of the Company's Energy and Natural Gas sector.

f) Other activities apart from Electricity and Natural Gas Sector

Other activities include Income and Expenses from Other Sectors, where Mytilineos S.A. operates, such as "Metallurgy and Mining Sector" and "EPC and Infrastructure Sector".

Maroussi, 03 March 2021

EVANGELOS MYTILINEOS

I.D. No ΑΝ 094179/2017

THE PRESIDENT OF THE BOARD & CHIEF EXECUTIVE OFFICER

IOANNIS KALAFATAS I.D. No ΑΖ 556040/2008

THE CHIEF FINANCE OFFICER THE VICE-PRESIDENT A' OF THE BOARD

SPYRIDON KASDAS I.D. No ΑB 050826/2006

EVANGELIA KREMMYDA I.D. No ΑΜ 504721/2015

STYLIANOS PALIKARAS I.D. No ΑK 621204/2012

MIS Manager Accounting Manager

Talk to a Data Expert

Have a question? We'll get back to you promptly.