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Viohalco S.A. AGM Information 2020

Sep 10, 2020

4023_rns_2020-09-10_e018dc74-f634-42ea-b257-7c25e1ed62ab.pdf

AGM Information

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PRESS RELEASE OF VIOHALCO SA

Brussels, 2 September 2020

The enclosed information constitutes regulated information as defined in the Royal Decree of 14 November 2007 regarding the duties of issuers of financial instruments which have been admitted for trading on a regulated market.

Results of the ordinary and extraordinary shareholders' meeting of 2 September 2020

Viohalco SA announces that the ordinary and extraordinary shareholders' meeting took place on 2 September 2020. During the meeting, shareholders representing 178,720,572 shares (i.e. 68.95 % of the total number of 259,189,761 outstanding shares) were present or represented. This satisfies the quorum requirements under the company's articles of association.

The following decisions were approved during the ordinary and extraordinary shareholders' meeting of 2 September 2020:

A. Ordinary General Meeting

• Approval of the annual accounts for the financial year ended 31 December 2019 including allocation of the results and the distribution of a gross dividend of EUR 0, 01 per share.

Number of shares to which corresponded valid votes: 178,720,572 (100% of the shares present or represented). Number of votes for: 162.445.092 (90.89% of the shares present or represented), against: 0 (0% of the shares present or represented), abstained from voting: 16.275.480 (9.11% of the shares present or represented).

• Discharge of liability of the members of the Board of Directors from any liability arising from the performance of their duties during the financial year ended on 31 December 2019.

Number of shares to which corresponded valid votes: 178,720,572 (100% of the shares present or represented). Number of votes for: 162.445.092 (90.89% of the shares present or represented), against: 0 (0% of the shares present or represented), abstained from voting: 16.275.480 (9.11% of the shares present or represented).

• Discharge of liability of the statutory auditor from any liability arising from the performance of their duties during the financial year ended on 31 December 2019.

Number of shares to which corresponded valid votes: 178,720,572 (100% of the shares present or represented). Number of votes for: 162.445.092 (90.89% of the shares present or represented), against: 0 (0% of the shares present or represented), abstained from voting: 16.275.480 (9.11% of the shares present or represented).

• Renewal of the appointment of Mr. Nikolaos Stassinopoulos as member of the Board of Directors, for a term of one year expiring at the end of the annual ordinary shareholders' meeting to be held in 2021.

Number of shares to which corresponded valid votes: 178,720,572 (100% of the shares present or represented). Number of votes for: 160,361,797 (89.73% of the shares present or represented), against: 2,083,295 (1.17% of the shares present or represented), abstained from voting: 16,275,480 (9.11% of the shares present or represented).

• Renewal of the appointment of Mr. Jacques Moulaert as member of the Board of Directors, for a term of one year expiring at the end of the annual ordinary shareholders' meeting to be held in 2021.

Number of shares to which corresponded valid votes: 178,720,572 (100% of the shares present or represented). Number of votes for: 160,361,797 (89.73% of the shares present or represented), against: 2,083,295 (1.17% of the shares present or represented), abstained from voting: 16,275,480 (9.11% of the shares present or represented).

• Renewal of the appointment of Mr. Evangelos Moustakas as member of the Board of Directors, for a term of one year expiring at the end of the annual ordinary shareholders' meeting to be held in 2021.

Number of shares to which corresponded valid votes: 178,720,572 (100% of the shares present or represented). Number of votes for: 162,291,412 (90.81% of the shares present or represented), against: 153,680 (0.09% of the shares present or represented), abstained from voting: 16,275,480 (9.11% of the shares present or represented).

• Renewal of the appointment of Mr. Michail Stassinopoulos as member of the Board of Directors, for a term of one year expiring at the end of the annual ordinary shareholders' meeting to be held in 2021.

Number of shares to which corresponded valid votes: 178,720,572 (100% of the shares present or represented). Number of votes for: 160,361,797 (89.73% of the shares present or represented), against: 2,083,295 (1.17% of the shares present or represented), abstained from voting: 16,275,480 (9.11% of the shares present or represented).

• Renewal of the appointment of Mr. Ippokratis Ioannis Stasinopoulos as member of the Board of Directors, for a term of one year expiring at the end of the annual ordinary shareholders' meeting to be held in 2021.

Number of shares to which corresponded valid votes: 178,720,572 (100% of the shares present or represented). Number of votes for: 160,361,797 (89.73% of the shares present or represented), against: 2,083,295 (1.17% of the shares present or represented), abstained from voting: 16,275,480 (9.11% of the shares present or represented).

• Renewal of the appointment of Mr. Jean Charles Faulx as member of the Board of Directors, for a term of one year expiring at the end of the annual ordinary shareholders' meeting to be held in 2021.

Number of shares to which corresponded valid votes: 178,720,572 (100% of the shares present or represented). Number of votes for: 160,361,797 (89.73% of the shares present or represented), against: 2,083,295 (1.17% of the shares present or represented), abstained from voting: 16,275,480 (9.11% of the shares present or represented).

• Renewal of the appointment of Mr. Thanasis Molokotos as member of the Board of Directors, for a term of one year expiring at the end of the annual ordinary shareholders' meeting to be held in 2021.

Number of shares to which corresponded valid votes: 178,720,572 (100% of the shares present or represented). Number of votes for: 160,361,797 (89.73% of the shares present or represented), against: 2,083,295 (1.17% of the shares present or represented), abstained from voting: 16,275,480 (9.11% of the shares present or represented).

• Renewal of the appointment of Mr. Xavier Bedoret as member of the Board of Directors, for a term of one year expiring at the end of the annual ordinary shareholders' meeting to be held in 2021.

Number of shares to which corresponded valid votes: 178,720,572 (100% of the shares present or represented). Number of votes for: 160,177,963 (89.62% of the shares present or represented), against: 2,267,129 (1.27% of the shares present or represented), abstained from voting: 16,275,480 (9.11% of the shares present or represented).

• Renewal of the appointment of Ms. Marion Jenny Steiner Stassinopoulos as member of the Board of Directors, for a term of one year expiring at the end of the annual ordinary shareholders' meeting to be held in 2021.

Number of shares to which corresponded valid votes: 178,720,572 (100% of the shares present or represented). Number of votes for: 160,361,797 (89.73% of the shares present or represented), against: 2,083,295 (1.17% of the shares present or represented), abstained from voting: 16,275,480 (9.11% of the shares present or represented).

• Renewal of the appointment of Ms. Margaret Zakos as member of the Board of Directors, for a term of one year expiring at the end of the annual ordinary shareholders' meeting to be held in 2021.

Number of shares to which corresponded valid votes: 178,720,572 (100% of the shares present or represented). Number of votes for: 160,361,797 (89.73% of the shares present or represented), against: 2,083,295 (1.17% of the shares present or represented), abstained from voting: 16,275,480 (9.11% of the shares present or represented).

• Renewal of the appointment of Mr. Efthimios Christodoulou as independent member of the Board of Directors, for a term of one year expiring at the end of the annual ordinary shareholders' meeting to be held in 2021; Mr. Christodoulou complies with the criteria of independence set forth in Principle 3.5 of the 2020 Belgian Corporate Governance Code.

Number of shares to which corresponded valid votes: 178,720,572 (100% of the shares present or represented). Number of votes for: 162.110.554 (90.71% of the shares present or represented), against: 334,538 (0.19% of the shares present or represented), abstained from voting: 16,275,480 (9.11% of the shares present or represented).

• Renewal of the appointment of Mr. Francis Mer as independent member of the Board of Directors, for a term of one year expiring at the end of the annual ordinary shareholders' meeting to be held in 2021; Mr. Mer complies with the criteria of independence set forth in Principle 3.5 of the 2020 Belgian Corporate Governance Code.

Number of shares to which corresponded valid votes: 178,720,572 (100% of the shares present or represented). Number of votes for: 162.110.554 (90.71% of the shares present or represented), against: 334,538 (0.19% of the shares present or represented), abstained from voting: 16,275,480 (9.11% of the shares present or represented).

• Renewal of the appointment of Ms. Kay Marie Breeden as independent member of the Board of Directors, for a term of one year expiring at the end of the annual ordinary shareholders' meeting to be held in 2021; Ms. Breeden complies with the criteria of independence set forth in Principle 3.5 of the 2020 Belgian Corporate Governance Code.

Number of shares to which corresponded valid votes: 178,720,572 (100% of the shares present or represented). Number of votes for: 162,445,092 (90.89% of the shares present or represented), against: 0 (0% of the shares present or represented), abstained from voting: 16,275,480 (9.11% of the shares present or represented).

• Renewal of the appointment of Ms. Astrid de Launoit as independent member of the Board of Directors, for a term expiring at the end of the annual ordinary shareholders' meeting to be held in 2021; Ms. de Launoit complies with the criteria of independence set forth in Principle 3.5 of the 2020 Belgian Corporate Governance Code.

Number of shares to which corresponded valid votes: 178,720,572 (100% of the shares present or represented). Number of votes for: 162,445,092 (90.89% of the shares present or represented), against: 0 (0% of the shares present or represented), abstained from voting: 16,275,480 (9.11% of the shares present or represented).

• Appointment of Ms. Bernadette Christine Blampain as independent member of the Board of Directors, for a term expiring at the end of the annual ordinary shareholders' meeting to be held in 2021; Ms. Blampain complies with the criteria of independence set forth in Principle 3.5 of the 2020 Belgian Corporate Governance Code.

Number of shares to which corresponded valid votes: 178,720,572 (100% of the shares present or represented). Number of votes for: 162,445,092 (90.89% of the shares present or represented), against: 0 (0% of the shares present or represented), abstained from voting: 16,275,480 (9.11% of the shares present or represented).

• Approval of the remuneration report for the financial year 2019 as set out in the 2019 annual report (including the remuneration policy).

Number of shares to which corresponded valid votes: 178,720,572 (100% of the shares present or represented). Number of votes for: 162,244,826 (90.78% of the shares present or represented), against: 200,266 (0.11% of the shares present or represented), abstained from voting: 16,275,480 (9.11% of the shares present or represented).

• Approval of the remuneration of the members of the Board of Directors.

Number of shares to which corresponded valid votes: 178,720,572 (100% of the shares present or represented). Number of votes for: 162,445,092 (90.89% of the shares present or represented), against: 0 (0% of the shares present or represented), abstained from voting: 16,275,480 (9.11% of the shares present or represented).

B. Extraordinary General Meeting

• Amendment of the articles of association (articles 1, 3.3, 5.4, 12.5, 18.2, 18.4, 18.6, 19.1, 19.2, 20.3, 22.4, 28) in order to align those with the Belgian Code of Companies and Associations and to bring technical improvements.

Number of shares to which corresponded valid votes: 178,720,572 (100% of the shares present or represented). Number of votes for: 162,445,092 (100% of the votes present or represented), against: 0 (0% of the votes present or represented), abstained from voting: 16,275,480 (-% of the votes present or represented) (*).

• Adoption of the coordinated version of the articles of association and granting of power to the notary for the coordination of the articles of associations and the filing of the consolidated version with the commercial registry.

Number of shares to which corresponded valid votes: 178,720,572 (100% of the shares present or represented). Number of votes for: 162,445,092 (100% of the votes present or represented), against: 0 (0% of the votes present or represented), abstained from voting: 16,275,480 (-% of the votes present or represented) (*).

(*)Pursuant to Belgian law, for the approval of this resolution abstentions are not considered as votes present or represented for the calculation of the required majority.

About Viohalco

Viohalco is the Belgium based holding company of a number of leading metal processing companies in Europe. It is listed on Euronext Brussels (VIO) and the Athens Stock Exchange (BIO). Viohalco's subsidiaries specialise in the manufacture of aluminium, copper, cables, steel and steel pipes products, and are committed to the sustainable development of quality, innovative and value added products and solutions for a dynamic global client base. With production facilities in Greece, Bulgaria, Romania, Russia, North Macedonia, Turkey, the Netherlands and the United Kingdom, Viohalco companies collectively generate annual revenue of EUR 4.2 billion. Viohalco's portfolio also includes a dedicated R&D&I and technology segment. In addition, Viohalco and its companies own real estate investment properties, mainly in Greece, which generate additional income through their commercial development.

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For more information, please visit our website at www.viohalco.com.