Table of Contents
1
Annual Financial Report for the period
from the 1
st
January to the 31
st
December 2023
Table of Contents
1. Representation of the Members of the Board of Directors .................................................................................... 2
2. Annual Board of Directors Management Report .................................................................................................... 3
3. Explanatory report .............................................................................................................................................. 165
4. Statement of Corporate Governance .................................................................................................................. 170
5. Report on the activities of the Audit Committee ................................................................................................ 256
6. Independent Auditor’s Report ............................................................................................................................ 269
7. Annual Financial Statements ............................................................................................................................... 277
8. Availability of Financial Statements .................................................................................................................... 406
9. Appendix I - Separated Financial Statements of Energy Segment Mytilineos S.A. - Group of Companies ......... 407
10. Appendix II – Report on the Disposal of Raised Capital ...................................................................................... 414
1. Representation of the Members of the Board of Directors
2
Annual Financial Report for the period
from the 1
st
January to the 31
st
December 2023
The
Evangelos Mytilineos, Chairman of the Board of Directors and Chief Executive Officer
Spyros Kasdas, Vice – Chairman A’ of the Board of Directors (non-executive member)
Dimitrios Papadopoulos, Executive Member of the Board of Directors
CERTIFY
a. the enclosed financial statements of “MYTILINEOS S.A.” for the period of 01.01.2023 to 31.12.2023, 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 is fair, balanced and understandable and 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, 27 March 2024
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
1. Representation of the Members of the Board of Directors
2. Annual Board of Directors Management Report
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Annual Financial Report for the period
from the 1
st
January to the 31
st
December 2023
The present Board of Directors Annual Report pertains to the 2023 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 01.01.2019, 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 8/754/14.4.2019.
The present report contains financial and non-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 2023. 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.
2. Annual Board of Directors Management Report
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Annual Financial Report for the period
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December 2023
i. The table below shows an analysis of the Group operational result per sector as well as other items.
01/01-31/12/2023
Turnover
5.491,7
Energy
4.425,5
Metallurgy
941,6
Infrastructure & Concessions
124,6
Other
0,0
EBITDA
1.013,62
Energy
766,5
Metallurgy
248,4
Infrastructure & Concessions
17,6
Other
(18,9)
(-) Depreciation / Amortization
(113,4)
(+ - ) Net Financials
(106,5)
(+) Share of profit of associates
(7,7)
(-) Tax
(160,4)
(-) Result from discontinuing operations
0,0
(-) Minoritiy Interest
(2,5)
Net Income attributable to parent Shareholders
623,11
*Data of the analysis of the Group operational result per sector and other items of the comparative period ended on 31 December 2022 have been restated in
order to reflect Sometra’s data in continued operations (see Note 3.30 to the Financial Statements).
ii. The table below shows an analysis in cash flow and changes in net debt in accordance with the statement of cash flow
of the financial statements:
(Amounts in mil €)
01.01 - 31.12.2023
EBITDA
1.014
(-)
2022 Lead Items
(122)
(-)
Working Capital
(439)
(-)
Other items
(78)
Funds from operations
374
(-)
Tax
(139)
(-)
Interest
(78)
Operating Cash Flow
156
(-)
Maintenance Capex
(100)
(-)
Growth & Productivity Capex
(951)
Free Cash Flow
(895)
(-)
Other Financial / Investment Cash Flows
(283)
Net Debt Change
(1.177)
I. FULL YEAR 2023 REVIEW - PERFORMANCE AND FINANCIAL POSITION
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MYTILINEOS S.A. – Energy & Metals (the "Company" or "MYTILINEOS") is an international industrial and energy company
operating through two core business segments: Energy and Metallurgy. The Company strategically positions itself at the
forefront of the energy transition as an integrated utility, while establishing itself as a reference point for competitive "green"
metallurgy on a European and global scale. With a dynamic presence on all five continents, it is listed on the Athens Stock
Exchange, with a consolidated turnover of €5.492 billion and 6,583 direct and indirect employees in Greece and abroad.
In 2023, the Company operated under its new organizational structure, following the transformation announced in December
2022. The aim of this transformation was to further develop and enhance the competitiveness of all its activities on an
international level. The new transformation created two business segments, the Energy Sector and the Metallurgy Sector, which
are connected and complementary, allowing synergies that unlock significant value for the Company, employees, shareholders,
suppliers, and other stakeholders. Additionally, it transforms MYTILINEOS into an even more dynamic and flexible company,
oriented towards the trends of the energy transition and digital transformation, with a focus on Sustainable Development and
Circular Economy.
In this direction, the company's new objectives are summarized as follows:
i. Implementation of a modern and sustainable business model that further promotes internal synergies,
effective decision-making, and efficient internal communication.
ii. Recognition of the company's true financial value and its further increase, with a parallel focus on evaluating
its credit rating.
iii. Focus on the development of Human Resources, creating conditions for merit-based advancement with a clear
value proposition.
iv. Further expansion into activities where opportunities arise (e.g., Infrastructure & Concessions in Greece, new
technologies, new international markets).
ENERGY SECTOR
Today, MYTILINEOS is the largest private company operating across the entire energy spectrum, serving as an integrated energy
utility. The company engages in the development, construction, and operation of thermal units and renewable energy projects,
as well as the design and construction of electric power infrastructure projects. MYTILINEOS is also involved in retail electricity
and natural gas supply, as well as the provision of competitive energy products and services, such as energy efficiency, smart
cities services, and hydrogen infrastructure.
1.1 Through its subsidiary Protergia, MYTILINEOS supplies electricity and natural gas in the retail market, offering reliable
solutions, competitive products, and modern services to businesses, professionals, and households. Protergia extends its services
to energy efficiency, smart cities, facility management, Internet of Things (IoT)/digital services, and more, catering to the needs
of its customers. MYTILINEOS is the largest independent producer and supplier of electricity in Greece, with private investments
in high-tech facilities. The company possesses deep knowledge of the electricity market and continuously implements
II. BUSINESS MODEL
III.
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environmentally friendly investments, contributing to the Greek economy and employment. With an energy portfolio capacity
exceeding 2 GW, MYTILINEOS holds a significant share (over 13.5%) of the country's active and licensed installed capacity from
thermal units. The company has a robust Energy Management system covering thermal power generation, market bidding, non-
physical power trading, management of generated energy from its own assets (thermal and renewable), power purchase
agreements (PPAs), and the management of the Cumulative Representation Body/Aggregators. Additionally, MYTILINEOS focuses
on creating green Virtual Bilateral Contracts (VBL) products.
The company's activities in the Energy Sector are complemented by its involvement in the supply and management of natural
gas and other energy products on competitive terms. It offers customer-facing services, providing innovative products and
services for B2B corporate clients in Greece and internationally.
MYTILINEOS is a global manufacturer and contractor for solar energy projects and energy storage projects, offering reliable
solutions across the entire spectrum of project development, from standalone projects to complex hybrid systems. With strong
technical expertise, international operations, and unparalleled responsiveness, MYTILINEOS designs and implements high-quality
projects in renewable energy and storage, with a portfolio of projects totaling 8.5 GW in Greece and abroad.
Moreover, MYTILINEOS is a leading international contractor in the construction of specialized, large-scale, value-added energy
projects, covering the entire range of services required for successful project execution. This includes conventional electricity
generation projects, energy transition projects (e.g., distribution networks, hydrogen, etc.), energy efficiency projects, digital
transformation, smart cities, and IoT platforms.
In summary, the new structure of the Energy Segment includes five new activities: M Renewables (consolidating the entire
renewable energy portfolio), M Energy Generation & Management (managing production and energy units), M Energy Customer
Solutions (retail supply of energy and natural gas, as well as new retail products and services), M Integrated Supply & Trading
(serving B2B clients), and M Power Projects (conventional electricity generation projects, energy transition projects, etc.).
METALLURGY SECTOR
MYTILINEOS holds a leading position in the metallurgy sector. It operates the only vertically integrated production unit in Europe
to produce bauxite, alumina, and primary aluminum, featuring proprietary port facilities. and the largest co-generation unit for
electricity. It has dynamically entered the recycled aluminum space. The international business activity of the sector is a driving
force for the national economy as well as for the development of the Greek region.
The "Aluminium of Greece" plant, having completed more than 50 years of operation and over 15 years of continuous
developmental progress, with investments exceeding €600 million for the technological modernization of facilities and the
development of production and productivity, is one of the strong pillars of the Greek industry. It has established itself as one of
the strongest representatives of the sector in the European Union, with an annual production capacity exceeding 185,000 tons
of primary aluminum and 860,000 tons of alumina.
SUBSIDIARIES
Additionally, the corporate transformation upgrades MYTILINEOS in the infrastructure sector with the creation of two new
subsidiaries strategically positioned to capitalize on opportunities both in Greece and internationally.
The new subsidiaries are:
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ΜΕΤΚΑ ΑΤΕ: Specializing in the construction sector.
M Concessions: Serving as the investment arm for concession projects and Public-Private Partnerships (PPP) in Greece
and abroad.
Vision
" Inspired and motivated by our Greek heritage, we lead our business to global success."
Business Mission
" We operate in demanding local and international markets with inventiveness, effectiveness and respect for the environment
and the society. We rely on our workforce, creating value for our customers, our shareholders, our employees and the Greek
Economy."
Corporate Values
The corporate values of MYTILINEOS derive from its principles and vision. They form the basis of its culture and are the pillars for
its development.
Effectiveness with Safety as a priority
The company successfully tackles challenges while remaining committed to achieving its goals, always ensuring safety
in the workplace.
Ceaseless Effort for Competitiveness by our People
The company's effort to be competitive is continuous and relies on the expertise, skills, dedication of its people, and
continuous investments in modernization.
Respect and important Role for every Employee
The company respects its employees, develops their skills, provides them with the communication and all the
qualifications they may need to support their role, across all positions within the organization.
Two success Factors: Teamwork and Excellence
The company achieves results that initially seem impossible working as a team. At the same time it recognizes excellence
on an individual level and make the most of it.
Continuous Improvement by All in Everything we do
Continuous progress is an integral part of the company's role alongside the execution of its running projects.
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Strategic Priorities of Business Sector
ENERGY SECTOR
The Energy Division of MYTILINEOS, focusing on new opportunities arising from increased competitiveness and dynamic
developments in the energy sector, exploits synergies between its branches and defines its strategic priorities based on 5 main
Pillars:
1. Utility Pillar
The largest vertically integrated private company in the electricity and natural gas (utility) sector in Greece, with a presence as
the leading private producer and supplier in the retail electricity market, as well as a leading position in natural gas imports and
trading. The Energy Sector aims to further expand its market share in the supply of electricity and natural gas, by increasing the
provided services and products with a customer-centric approach, as well as expanding power and gas trading in Southeastern
and Central Europe.
2. Renewable Energy Sources (RES) Pillar
A leading position in the RES sector by implementing a vertically integrated model as an integrated developer and EPC contractor
with a global footprint. The development of RES projects is based on an Asset rotation model, as well as the further
implementation of a significant portfolio of RES projects, substantially contributing to the efforts of the electricity generation
sector to increase the installed capacity of renewable sources and gradually engage in energy storage projects, which is a
significant factor towards the growing development of energy production from RES. Special emphasis is placed on strengthening
relationships and strategic collaborations with major investors in Greece and abroad in the RES sector. The strategic expansion
of the portfolio in RES supports the target to reduce specific carbon dioxide (CO
2
) emissions per MWh of electricity production
by almost -50%, by 2030, with the base year being 2019.
3. Grid Transmission Networks Pillar
Dynamic penetration into network upgrade projects in Greece and abroad, both with Energy Substation projects and
Interconnection and Transmission, Distribution & Network (T&D) Line projects.
4. New Technologies Pillar
Design and gradual entry into emerging markets for hydrogen (H2) production and Carbon Capture, Utilization, and Storage
(CCUS), maximizing the availability of our thermal units and increasingly integrating the possibilities offered by the progress of
technological tools, particularly through the development of in-house customized IT tools for energy production and
management.
5. Power Technologies Pillar
Strengthening our strong position in the EPC construction market for natural gas power generation stations. The market has
shifted back to the design and development of natural gas power generation stations following the closure of lignite units to
support increased electricity demand. The Energy Sector, with its experience in EPC projects for natural gas power generation
stations, aims to acquire a significant share of this market, with a balanced expansion into new geographic areas that present
significant growth prospects and strengthening its presence in countries where we currently operate.
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METALLURGY SECTOR
i. Continuous Improvement and Commitment to Health & Safety at work.
ii. Continuous Improvement of Productivity and Efficiency of Facilities and Processes.
iii. Cost Control to remain in the best possible position in the global alumina and aluminium production cost curve.
iv. Increase Aluminum Production Quantity through Secondary Aluminum Production.
v. Achieve a 65% reduction in overall CO
2
emissions (Scope 1 & 2) and a 75% reduction in specific production emissions
per ton of aluminum by 2030, using 2019 as the base year.
vi. Improve the environmental footprint through consistent investments, development of relevant expertise, and
innovative solutions.
vii. Ensure Supply and Flexibility in Raw Material Procurement.
viii. Exploration and Integration of Digital Technologies.
ix. Provide Optimal Products and Solutions Beyond Simple Goods Supply.
x. Explore opportunities for diversification and expansion of the Metallurgy Sector into new areas of activity.
xi. Strengthen the vertical integration or explore expansion opportunities to fortify the position of the Metallurgy Sector.
xii. Increase competitiveness through strategic investments and the implementation of risk mitigation methods.
Moreover, MYTILINEOS, as a responsible company, is committed to the principles of Sustainable Development. The Company's
strategy in this field is expressed through the implementation/support of significant initiatives contributing to the achievement
of the United Nations Sustainable Development Goals and corresponding national priorities. In this direction, the company's key
commitments until 2030 are:
i. Consistent implementation of the new ambitious plan for reducing emissions, developed within the framework of its
commitment to achieving carbon neutrality in its activities by 2050. This contributes to restraining the rise of the average
global temperature significantly below 2°C compared to pre-industrial levels.
ii. Adapting its operations to the consequences of climate change by analyzing relevant risks and seizing corresponding
opportunities.
iii. Maintaining its commitment to ensuring a healthy and safe working environment without accidents, with a focus on
prevention.
iv. Continuing to operate with a sense of responsibility and consistency towards its people, remaining their first choice
throughout their professional journey, while simultaneously investing in their education and skill development.
v. Ensuring further reduction of its environmental footprint through proper management and limitation of potential
environmental impacts, regarding water and energy use, protection of local biodiversity, and waste management.
vi. Transmitting the principles of Sustainable Development and Responsible Business to its key partners and suppliers.
vii. Consistently implementing its social policy through actions and initiatives that enhance harmony with local communities
and the broader society.
viii. Ensuring respect for human rights and shaping a work environment without inequalities, discriminations, and exclusions.
These commitments define responsible business behavior and, specifically, the approach to managing Sustainable Development
issues for each Business Activity Sector and subsidiary of MYTILINEOS, aiming to strengthen their ability to generate long-term
and sustainable value.
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Value Creation Process
The business model of MYTILINEOS transforms the available resources it utilizes (inputs) through its Business Activity Sectors and
the synergies among them into integrated projects, competitive products, modern services, digital solutions, etc. These are
produced, owned, and managed with positive or negative effects (outputs), aiming to fulfill its strategic objectives and create
short-term, medium-term, and long-term value for itself, its shareholders, employees, customers, the natural environment, and
the broader society.
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2023 has been another eventful year on a global scale, with inflation and peak interest rates dominating economics, while the
Gaza conflict is at the epicenter of a simmering crisis affecting the greater Middle-East. However, 2023 was a year of accelerating
economic momentum as consumer spending remains supportive both in Europe and the US, supported by lower energy prices.
Greece has managed not only to maintain its strong growth trajectory but also to preserve a well-above EU average GDP growth.
As EU is losing its post-pandemic momentum, Greece is managing to remain a top performer, driven by significant investments
in both the construction activity as well as the support of the Recovery and Resilience Facility (RRF) funds. Following a robust
2022, Greece posts another strong growth in 2023, albeit at a slower pace (c.2%), remaining among the top performers in the
EU. Contributing factors, towards the country’s steady growth path, is the improved labor market as well as a below European
average inflation. The latter is crucial, as it will gradually ease the burden on disposable income, thus benefiting consumption.
The above, coupled with the reduced political risk, following recent parliamentary elections, boosted the Greek sovereign to
regain its investment grade status, the most important milestone Greece achieved during 2023. That, in turn, rubber-stamps the
country’s return to fiscal normality, further improving the country’s growth prospects as borrowing cost improves. As Greece
achieves further milestones, it could ultimately regain its Developed Market status, thus expanding Greece’s international reach
via new investors.
In the meantime, we have noticed accelerating demand for Greek assets, following a robust financial year for Athens Stock
Exchange, as well as the reviving of the equity market.
Despite the positive outlook for the Greek economy, 2024 is set to be another challenging year. The international economic
environment remains highly fluid, as geopolitical instability intensifies, during a historic election year, as about half of the world’s
population will be called to go to the polls during 2024.
2023 has been a pivotal year for MYTILINEOS, reporting another record set of results with profitability, on the EBITDA level,
exceeding the €1bn mark for the first time in the company’s history. Equally important is the fact that this record performance
was achieved at a time of softening energy and metal prices, demonstrating, among others, the merits of MYTILINEOS’ strong
synergies, the result of the coexistence of the Energy and Metals sectors.
During 2023, MYTLINEOS continued to steadily advance its strategic goals, through a series of bolt-on acquisitions (Watt & Volt,
Unison, EfAEnergy and Volterra), which further strengthened the Company's Energy pillar, while the acquisition of IMERYS
BAUXITES, which establishes MYTILINEOS as the largest bauxite producer in the European Union, further enhancing the
Company’s Metal’s segment backward integration. At the same time, MYTILINEOS accelerates its penetration in the promising
North American market in the field of Renewable Energy Sources (RES).
Successive upgrades from credit rating agencies, the continuous increase in the participation of foreign institutional investors,
major institutional analysts’ coverage expansion, the introduction of MYTILINEOS to the global elite of companies with solid ESG
credentials (with an AA rating by MSCI) as well as its presence in the Dow Jones sustainability indices, reflect in the most
convincing way the steadily increase of the degree of the Company’s internationalization.
IV. 2023 REVIEW - PERFORMANCE AND FINANCIAL POSITION
V.
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1. Energy Sector
MYTILINEOS ENERGY & METALS is strategically positioned at the forefront of the Energy Transition as a leading and integrated
energy company, with an international presence in the entire spectrum of the energy sector (Renewables, Energy & Generation
Management, Energy Customer Solutions, Integrated Supply & Trading and Power Projects).
RES – MYTILINEOS’ Global portfolio
Power (GW)
RES in Operation
0.8
RES Under Construction
1.4
RES RTB & Late stage of Development*
2.6
RES Early Stage of Development
8.9
Total
13.8
*Project ready to be Build (RTB) or that will reach RTB stage within the next ~ 6 months
Total capacity of the operational and mature global portfolio of M Renewables, which is dynamically expanding in all five
continents, is now ~4.9 GW, while including projects in Early and Middle stages of development, with a capacity of c. 9 GW,
MYTILINEOS’ global portfolio now approaches 14 GW, at the end of 2023, representing a total increase of ~5GW compared to
the beginning of 2023.
Energy production from Renewable Sources, with a total installed capacity of 845MW, at the end of 2023 amounted to 1,112
GWhs, of which 596 GWhs produced from Greek RES and the rest 516 GWhs from International RES.
In 2023, MYTILINEOS reinforced its strategy to seek opportunities in business-friendly countries and regions with significant
commercial interest, adding to its M Renewables' portfolio, 1.4GW of photovoltaic projects in Alberta, Canada (2TWh of
production per year).
During 2023, MYTILINEOS, making utmost use of its Asset Rotation Plan, proceeded with the sale of RES projects with total
capacity of more than 650MW, in Europe.
Specifically, during 2023, MYTILINEOS completed the sale of photovoltaic parks in Romania with a total capacity of 508MW, which
are in an advanced stage of development and will be commercially operational within the next 2 years. At the same time, in the
course of 2023 also completed, the sale of 86MW of projects in Bulgaria, as well as another photovoltaic park in southern Spain,
with 56MW of capacity. The successful Asset Rotation Plan allows MYTILINEOS to continue the growth of M Renewables'
profitability, despite the current interest rate environment, while making proper use of all available financing tools. As a result of
the above, the Company manages to have a self-funded RES development model, while maintaining low leverage levels and an
excellent credit profile.
In Greece, the development of the first phase (~300 MW) of the ~1.5 GW of the Greek photovoltaic Portfolio, is progressing
smoothly, utilizing resources from the Recovery and Resilience Facility (RRF), and are gradually entering into operation.
Simultaneously, the construction of the second phase of the Greek Portfolio, with total capacity of ~700 MW, will commence in
2024. Regarding the international portfolio, MYTILINEOS is currently constructing more than 1.2GW of photovoltaic projects
outside Greece, which are expected to become operational in the near future.
Moreover, MYTILINEOS’ energy storage projects in Greece and Italy are at various stages of development, with a maximum
injection capacity of c.1.3 GW. It's worth noting that the company has been selected in a recent competitive process by the
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Regulatory Authority for Energy, Waste, and Water (RAEWW) for the construction of a 48 MW of energy storage project with
guaranteed capacity of 96MWh, near its photovoltaic stations in northern Greece. Finally, MYTILINEOS also participated in the
second stage of the tender process for storage projects, which took place at the end of December.
In the context of the Global Energy Transition, through the shift towards RES, as well as the Sustainable Development Strategy
adopted by the Company in recent years, MYTILINEOS proceeded, during 2023, with the conclusion of bilateral electricity supply
agreements between RES producers and final consumers ("green" PPAs - Power Purchase Agreements):
Australia, 23 MW PV with Zen Energy
Australia, 53 MW PV with Smartest Energy
Australia, 150 MW PV with Telstra & NBN
Italy, 4.9 MW PV with Saint-Gobaine.
During 2023, MYTILINEOS completed the financing process (without recourse or guarantees from the parent company - non-
recourse financing), with total value of ~€700, referring to the following projects:
A portfolio of photovoltaic projects in Chile with a total capacity of 588 MWp.
A portfolio of photovoltaic projects in Australia, with a capacity of 150 MWp
A photovoltaic project in Romania, with a capacity of 130 MWp
The first part of the Greek photovoltaic portfolio, with a capacity of 135 MWp
A wind park in Greece, with a capacity of 43.2 MWp
In addition, at the end of 2023, MYTILINEOS, utilizing all available financing tools and in the context of accelerating the Company's
investment program in "green" energy sources in European countries, signed a landmark financing agreement with the European
Investment Bank (EIB), amounting to €400 million. EIB financing will support new investments in photovoltaic and battery energy
storage (BESS) projects until 2027.
With regards to third party projects, the execution continues unobstructed, in countries like: Spain, the United Kingdom, Greece,
Italy, Romania and Chile. In 2023, MYTILINEOS undertook the construction of the largest photovoltaic park in the United Kingdom,
located in Kent, with a total capacity of 373MW which is expected to be completed in early 2025.
In the course of 2023, new projects for third parties with total capacity of ~1.3 GW were contracted in Greece, Italy, Romania
and the UK, with the signed backlog amounting to €386m, while additional €285m are in the final negotiation phase.
Greek Market Data – 2023
Production per Unit type [TWh]
2023
2022
2023
% of mix
2022
% of mix
Lignite
4.5
5.6
9%
11%
Natural Gas
15.4
18.9
31%
37%
Hydros
4.1
4.0
8%
8%
RES
1
20.4
18.7
41%
37%
Net Imports
4.9
3.4
10%
7%
Total
49.2
50.6
100%
100%
1
Renewable Energy Sources
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MYTILINEOS Generation (TWhs)
2023
2022
Δ%
Thermal Plants
5.11
4.90
4%
RES
0.60
0.50
20%
Total
5.70
5.40
6%
During 2023, natural gas prices in Europe experienced a significant decline. This was attributed to both high natural gas
inventories in the European continent, which were at 80% level in mid-January, as well as the relatively mild weather conditions.
However, prices did not revert to pre-energy crisis levels.
Electricity demand maintained at lower levels throughout the year, recording a decrease of c. 2.5% compared to 2022. This
decline is, among others, a result of higher energy prices compared to pre-crisis levels, as well as mild weather conditions.
Power production in Greece, both from thermal and renewable units of the Company, amounted to 5.7 TWh, which corresponds
to 11.6% of total demand. Regarding the production of electricity from thermal plants, the three combined cycle plants (CCGTs)
and one high-efficiency combined heat and power (CHP) plant produced a cumulative ~5.1 TWh. This represents just over 10%
of total demand in the interconnected system and 33.2% of production from natural gas plants, from 25.9% in 2022.
Total production from thermal units during 2023, despite the scheduled maintenance of the of Agios Nikolaos plant (Protergia)
in the first quarter of 2023 and of Korinthos Power in the second half of 2023, fluctuated at higher levels (+4%) compared to the
corresponding period of 2022, due to the contribution for the first time of the new CCGT (Combined Cycle Gas Turbine) unit (826
MW), which contributed c.27%, of MYTILINEOS’ 2023 total thermal production. The new CCGT commenced its operation at a
critical period for the country, contributing decisively to support the transition to an energy mix with a significantly lower carbon
footprint. The above, partly due to increased country needs in the coming years, coupled with the high degree of efficiency and
flexibility of our units as well as the supply of electricity at competitive prices, are expected to significantly strengthen the
Company's profitability in years to come.
MYTILINEOS – Supply of Energy & Natural Gas
2023
2022
Δ%
Total amount of Power and Gas meters
525k
345k
53%
Market share – December 2023*
13.5%
7.6%
-
During 2023, in addition to the strong financial performance, MYTLINEOS continued to steadily promote its strategic goals
through the completion of a series of acquisitions such as Watt & Volt, Unison, EfAEnergy and Volterra (subject to Competition
Commission approval), which further strengthen the Company's energy pillar and are expected to significantly enhance vertical
integration in the retail market of natural gas and energy supply.
Hence, MYTILINEOS at the end of 2023 represents a total of 525,000 electricity and natural gas meters, while its share in the
electricity market in December 2023 exceeded 13.5%* (HEnEx market shares). In the coming period, MYTILINEOS is targeting to
exceed 25% of the Greek consumption, including the representation of Aluminum of Greece, creating an integrated “green”
utility with international presence. Taking advantage of the vertical integration of the Company's operation in the Energy Sector,
MYTILINEOS is now solidifying its position as an integrated energy provider of the new era ("Utility of the Future").
2. Annual Board of Directors Management Report
16
Annual Financial Report for the period
from the 1
st
January to the 31
st
December 2023
At the same time, MYTILINEOS, beyond the Greek market, has achieved significant penetration in other markets in the Southeast
European region, in terms of natural gas supply and trading, as part of the Company's internationalization strategy. Having
secured most of Revythoussa terminal’s available slots for the coming years, while steadily increasing its trading volumes,
MYTILINEOS has become a major regional player in the supply and trading of natural gas in both the Balkans and the wider
Southeastern Europe. This achievement has enabled the company to secure competitive natural gas prices and the benefits of
this success are distributed through MYTILINEOS' synergistic model to all company operations.
Power Projects MYTILINEOS
2023
Backlog of contracted projects
€1.5 bn
Total pipeline
€1.8 bn
M Power Projects sub-sector, focusing on projects that support the goals of the energy transition and sustainable development,
is continuously strengthening its international presence, currently executing 35 projects in 11 different countries.
At the end of 2023, the backlog of contracted projects amounted to €1.5 billion, while including projects at an advanced stage of
contracting, total backlog amounts to €1.8 billion, of which 13% refer to Greek projects and 44% in the United Kingdom, an
activity which is expected to record significant growth.
Regarding the major developments of 2023, the M Power Projects sub-sector, in partnership with GE Vernova, was awarded a
£1 billion contract for the construction of the United Kingdom’s first high-capacity subsea link. Specifically, the consortium
undertook to supply and construct two High-Voltage Direct Current (HVDC) converter stations for EGL1 - National Grid and SP
Energy Networks joint venture. The project was designed to unlock Scotland's vast renewable energy potential, increasing the
UK's capacity to transport clean energy to where it is needed.
The Company, possessing the required know-how for high-demand projects, aims to exploit in-full all prospects arising from the
Recovery Fund.
Finally, it must be noted that an increasing part of the M-Power Projects’ turnover and profitability, stems from the activity in
the network segment, where there is in principle a decision of the company’s Top Management, for the economic support (along
with M-Renewables) towards infrastructures as well as human resources (mainly Greek skilled engineers), in order to exploit in
full, the upcoming golden decade in the context of the green transition.
2. Annual Board of Directors Management Report
17
Annual Financial Report for the period
from the 1
st
January to the 31
st
December 2023
2. Metals Sector
Total Production Volumes (ktons)
2023
2022
Δ%
Alumina
869
861
1%
Primary Aluminium
183
187
-2%
Recycled Aluminium
56
50
12%
Total Aluminum Production
239
237
1%
Aluminium & Alumina Prices ($/t)
2023
2022
Δ%
3M LME
2,287
2,716
-16%
Alumina Price Index (API)
344
362
-5%
Aluminum (3M LME) average price in 2023, came in at 2,287$/t, from 2,716$/t in 2022, marking a 16% decrease. During 2023,
aluminum prices from the relatively high levels at the beginning of the year, gradually declined to the $2,100/t level, reaching
$2,382/t at the end of 2023. The rally in the last two weeks of 2023 was largely driven by a weaker US dollar and the market's
belief that the Federal Reserve, following its decision to keep interest rates unchanged in December, is likely to proceed in
significant rate cuts during 2024.
Aluminum billet premia declined further in 2023 with the average price standing at $460/t from $600/t at the beginning of 2023.
Despite their decline, aluminum billet premia could potentially move upwards again, mainly due to the reduced European
aluminum production, which remains a significantly deficit market, with most of its needs sourced by imports from third
countries, including the Middle East and Russia, which production covers a significant part of the European needs. At the same
time, turbulence in the wider region of the European continent could push premia up. For example, recent tensions in the Red
Sea could cause both delays as well as an increase in the cost of importing metal from the Gulf.
Alumina Price Index (API) followed the trend of Aluminum prices, recording however a limited decrease of 5% in 2023, at 344$/t.
Despite a relatively weaker environment in the aluminum market, MYTILINEOS, via proactive management actions, succeeds to
maintain its profitability close to the record levels achieved in 2022. MYTILINEOS, among others has managed to secure favorable
LME prices and €/$ FX rate, while its effective cost control, combined with the significant comparative advantages offered by the
coexistence of the Energy and Metals Sectors, secures strong profit margins, therefore maintaining MYTILINEOS among the most
competitive aluminum and alumina producers globally.
Excellent safety results were recorded for the Metallurgy employees, with Aluminium of Greece completing two consecutive
calendar years without any accident leading to interruption of work. At the same time, a historical performance was achieved in
the annual cumulative production of primary and secondary aluminum and a historical performance in sales quantities of non-
metallurgical alumina, while the production of hydrate alumina was very close to its historically high level.
During 2024, in anticipation of a potential monetary policy easing cycle from the central banks of both Europe and the US, it is
expected that China, Europe, the US and Japan will show signs of improvement, and therefore demand for the metal is expected
to strengthen. Regarding the applications of the metal, aluminum demand is expected to find significant support from both
electric vehicle production and the ongoing expansion of renewables, thus offsetting a temporary weakness in aluminum demand
stemming from the construction sector.
2. Annual Board of Directors Management Report
18
Annual Financial Report for the period
from the 1
st
January to the 31
st
December 2023
Aluminum supply is likely to fall behind demand growth during the year, both due to the Chinese capacity cap as well as a sluggish
recovery in production from plant restarts, mainly in Europe.
In early September 2023, MYTILINEOS announced the signing of an agreement to acquire 100% of IMERYS Bauxites, which was
approved by the Competition Commission and will be effective as of February 1, 2024. With this agreement, the long-term supply
of Aluminum of Greece, the largest vertically integrated bauxite, alumina, and primary aluminum production unit in the EU, has
been secured, establishing Aluminium of Greece one of the largest producers in Europe. At the same time, this investment
provides MYTILINEOS with the opportunity to explore and exploit opportunities, such as supporting the supply of critical raw
materials (e.g., gallium) and rare earth elements (e.g., scandium) to Europe.
3. Infrastructure & Concessions
METKA ATE, the universal successor of the construction arm of MYTILINEOS in the field of infrastructure, was established as a
100% subsidiary of MYTILINEOS in May 2023 (the spin-off of the infrastructure segment of MYTILINEOS was completed, and the
contribution to its 100% subsidiary named "MYTILINEOS CONSTRUCTION SINGLE MEMBER SOCIÉTÉ ANONYME" with the
distinctive title "METKA ATE", in accordance with the provisions of Law 4601/2019, Law 4548/2018, and article 52 of Law
4152/2013).
After the completion of the spin- off, "ΜΕΤΚΑ ΑΤΕ" replaces the entire transferred property as the universal successor, as
reflected in the Company's financial statements as of 31.12.2022 and was shaped until the day of the completion of the spin-off.
The share capital of "ΜΕΤΚΑ ΑΤΕ" increased by €148,180,390 by issuing 148,180,390 new common registered shares with a
nominal value of €1.00 each, which were fully subscribed by the Company.
The turnover of the infrastructure segment (METKA ATE and its subsidiaries) for 2023 amounted to €158.3 million compared to
€125.9 million in the previous year, while earnings before interest, taxes, depreciation, and amortization (EBITDA) amounted to
€21.3 million compared to €13 million in the previous year. The turnover of the infrastructure segment includes the execution of
projects on behalf of MYTILINEOS, which amount to € 33.7 million compared to €8.8 million in the previous year.
At the end of 2023, the backlog of infrastructure projects exceeded €600 million, while including projects in advanced stages of
contracting, it approached the amount of €900 million (note: for projects executed by joint ventures, only the share of METKA
ATE is included in the backlog).
The main developments of 2023 include the following:
In 2023, the construction of the project 'Remaining Works for the Completion of the Road Connection of the Aktion Area with
the North-Southwestern Axis from km. 0+000 to km. 48+500' continued at a fast pace and was delivered on time on 31.01.2024.
In November 2023, the Joint Venture AVAX – METKA ATE started the preliminary work of the project 'Upgrade of the Internal
Peripheral Road of Thessaloniki (FlyOver)'.
On 02.03.2023, a contract was signed with the Ministry of Infrastructure and Transport for the study and construction of the
project 'Chalkida Bypass and Psachna Bypass' with a budget of €93.2 million and a construction period of 48 months.
On 19.05.2023, the Joint Venture Terna SA - AKTOR SA - METKA ATE, in which METKA ATE participates with a 30% share, signed
a contract with the Municipality of Athens for the construction of the project 'Construction of the New Football Stadium of
Panathinaikos in Votanikos' with a budget of €96.8 million and a construction period of 36 months.
2. Annual Board of Directors Management Report
19
Annual Financial Report for the period
from the 1
st
January to the 31
st
December 2023
On 21.12.2023, a contract was signed with the HELLENIC RAILWAYS ORGANIZATION SA for the construction of the project
'Upgrade of existing Suburban Railway Line of Western Attica, section Ano Liosia - New S.S. Megara - P.S. Megara' with a budget
of €95.7 million.
For 2024, as well as in the medium-term, the prospects of the construction sector in Greece appear to be particularly favorable,
justifying the choice of MYTILINEOS to create distinct fully owned subsidiaries, both in the construction sector of Infrastructure
and in the field of Public-Private Partnerships (PPP) and Concessions. At this moment, very important infrastructure projects are
in various stages of tendering, both as pure public projects (e.g., extension of metro line 2 of Athens), as well as PPP projects
(road projects, dams, irrigation projects), where METKA ATE, both autonomously and as a contractor of its affiliate M.
Concessions, aims to play a leading role, contributing substantially to the results of its parent company. Also, in 2024, METKA ATE
aims to play a significant role in undertaking large private projects, such as hotels, projects in the large development project of
Hellinikon, as well as to engage in port projects. Finally, METKA ATE aims, with a focus on the Public Interest and utilizing its
extensive technical expertise, to contribute to the resilient recovery of the destroyed infrastructure from the severe weather
phenomena in Thessaly. Also, in 2024, METKA ATE aims to engage in environmental management projects, such as Wastewater
Treatment Centers and Waste Treatment Units, in close cooperation with specialized companies in the field.
2. Annual Board of Directors Management Report
20
Annual Financial Report for the period
from the 1
st
January to the 31
st
December 2023
Prospects for 2024
In the beginning of 2024, despite the positive outlook for the Greek economy, the international economic environment remains
highly fluid, as intense geopolitical instability continues, while most of the world's population will be called to vote during the
year.
However, despite the uncertainties, the significant challenges and the historically high performance achieved in 2023,
MYTILINEOS is looking forward to another year of growth, relying primarily on the large investments that are being implemented
and gradually strengthening the Company's financial performance.
Specifically in the Energy Sector:
i. The increase in thermal production from the new large unit (826MW), combined with the strengthening of the basket
of energy sources with own RES and PPAs, is expected to enhance financial performance.
ii. PROTERGIA, supported by the most competitive basket it has secured, continues to increase its customer base and grow
both organically and through new acquisitions, while taking into account the coverage of Aluminium needs, it aims to
exceed in the first phase the 20% of the Greek electricity market.
iii. The M Renewables is expected to continue its growth at an even more intensive pace across the globe, with the battery
storage activity constantly strengthening.
iv. The M Power Projects, as mentioned above, is entering more dynamically in the field of networks, while exploiting its
know-how in the construction of natural gas units, in view of the energy transition at a global level.
v. The M Integrated Supply & Trading continues to grow by continuously complementing the range of products included
in its portfolio, adding electricity and CO2 in addition to natural gas and expanding its geographical footprint in order to
cope with the sharp decline in energy prices and maintain (if not increase) profitability.
Finally, as far as the Metals Sector is concerned, all the conditions are in place for the continuation of a good performance in the
face of the serious challenges in the global markets, as MYTILINEOS:
i. Has fully decoupled Aluminum's electricity supply from PPC, following last year's successful partial self-supply, fully
exploiting the synergies arising with the Energy sector, thereby ensuring low energy prices to ensure competitiveness in
production costs.
ii. Has taken hedging actions, securing part of its high profitability.
iii. Following the acquisition of IMERYS Bauxites (today European Bauxites), further strengthens its competitiveness
through additional vertical integration of production and the exploitation of new Greek Bauxite deposits.
iv. Upon completion of the relevant investment program, stabilizes the production of "green" secondary aluminum at high
levels.
All the aforementioned factors and developments create a cautious optimism in principle. In accordance with MYTILINEOS'
established policy, more detailed insights into the course of operations and projections for the entire year of 2024 will be analyzed
at the General Meeting of Shareholders.
2. Annual Board of Directors Management Report
21
Annual Financial Report for the period
from the 1
st
January to the 31
st
December 2023
Total Impact on Group Sales and EBITDA
Specifically, the effect in Group’s turnover, EBITDA and Net Profit during 2022 compared with previous year is presented
below:
A. SALES
Sales
Amounts in €
mil.
Group Total
Energy
Metals
Infrastructure
&
Concessions
Other
Group
Total
Sales FY 2022
6.306
5.372
817
117
-
6.306
Intrinsic Effect
3.739
Volumes
3.323
27
3.350
Renewables
51
51
Projects
343
(10)
4
337
Other
(3)
4
1
Market Effect
(4.554)
Organic $/€ eff.
(3)
0
(2)
Organic €/£ eff.
(2)
(2)
Premia & Prices
(4.659)
109
(4.551)
Sales FY 2023
5.492
4.425
942
125
-
5.492
B. EBITDA
EBITDA
Amounts in €
mil.
Group
Total
Energy
Metals
Infrastructure
&
Concessions
Other
Group
Total
EBITDA FY 2022*
822
554
269
13
(15)
822
Intrinsic Effect
749
Volumes
616
616
Renewables
99
99
Power Projects
19
(2)
4
22
Other
19
(2)
(4)
12
Market effect
(558)
Premia & Prices
(76)
(76)
Raw Materials prices
6
6
€/$ rate effect
10
10
€/£ rate effect
(0)
(0)
Natural Gas Price effect
250
39
288
CO2
(7)
5
(2)
RTBM / Day Ahead Market
(855)
(855)
Net Energy Cost
71
71
EBITDA FY 2023
1.014
766
248
18
(19)
1.014
*EBITDA ratio of the comparative period ended on 31 December 2022 has been restated in order to reflect Sometra’s data in continued operations
(see Note 3.30 to the Financial Statements).
2. Annual Board of Directors Management Report
22
Annual Financial Report for the period
from the 1
st
January to the 31
st
December 2023
C. Net Profit after minorities
Amounts in mil. €
Energy
Metals
Infrastructure &
Concessions
Other
Group
Total
Net Profit after Minorities FY 2022
466
Effect from:
Earnings before interest and income tax (EBIT)
134
62
(20)
(10)
166
Net financial results
(10)
Investments results
(4)
Minorities
32
Income tax expense
(28)
Net Profit after Minorities FY 2023
623
D. Sales and Earnings before interest, taxes, depreciation, and amortization per Business Unit Sales & EBITDA
(Amounts in thousands €)
Energy
Sales
M
Renewables
M Energy
Generation &
Management
M Energy
Customer
Solutions
M Power
Projects
M Integrated
Supply &
Trading
Intersegment
Total
01.01.2023-31.12.2023
733.993
619.521
1.248.346
646.347
1.513.899
(336.618)
4.425.488
01.01.2022-31.12.2022
682.840
1.345.827
1.688.089
307.892
2.118.297
(770.948)
5.371.996
EBITDA
01.01.2023-31.12.2023
240.164
147.442
90.107
97.017
191.748
-
766.477
01.01.2022-31.12.2022
141.250
168.756
56.080
77.365
111.153
-
554.604
*The Companies which are consolidated with equity method and own Renewable Energy Units with capacity of 1.7MW are not included in the
amounts of RES.
The Intrasegment Eliminations concern the elimination of turnover of common MWh between the activities ''Power Generation'' and ''Electricity
Supply'' which are part of the Energy sector of the Group.
(Amounts in thousands €)
Metals
Sales
Alumina
Aluminium
Other
Total
01.01.2023-31.12.2023
193.398
711.729
36.446
941.573
01.01.2022-31.12.2022
190.195
582.637
44.559
817.391
EBITDA
01.01.2023-31.12.2023
17.060
217.366
14.010
248.436
01.01.2022-31.12.2022*
32.529
221.238
15.435
269.202
*EBITDA ratio of the comparative period ended on 31 December 2022 has been restated in order to reflect Sometra’s data in continued operations (see Note 3.30
to the Financial Statements).
(Amounts in thousands €)
Infrastructure & Concessions
Sales
METKA ATE
Concessions
Intersegment
Total
01.01.2023-31.12.2023
124.589
-
-
124.589
01.01.2022-31.12.2022
117.085
-
-
117.085
EBITDA
01.01.2023-31.12.2023
21.310
(3.734)
-
17.576
01.01.2022-31.12.2022
13.349
-
-
13.349
2. Annual Board of Directors Management Report
23
Annual Financial Report for the period
from the 1
st
January to the 31
st
December 2023
(Amounts in thousands €)
Sales
Other
Total
01.01.2023-31.12.2023
35
35
01.01.2022-31.12.2022
-
-
EBITDA
01.01.2023-31.12.2023
(18.868)
(18.868)
01.01.2022-31.12.2022
(14.921)
(14.921)
The Group has a policy of evaluating its results and performance on a monthly basis, identifying timely and effective deviations
from the objectives and taking corresponding corrective measures. The Group measures its efficiency using the following
financial performance indicators that are widely used internationally. It is pointed out that the following indicators are
Alternative Performance Measurement Indicators (APMIs), which are not defined or defined in IFRS. The Group considers these
figures to be relevant and reliable for the evaluation of the Group's financial performance and position, however they do not
replace other figures calculated in accordance with IFRS.
- 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 liaised bodies 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 above mentioned liaised bodies.
- ROCE (Return on Capital Employed): This index is derived by dividing profit before interest & taxes, 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 and minority interests by the Equity attributable to the
shareholders of the Parent.
- 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).
Where
E Equity Capital
D Debt
rE Return on equity
rD Return on debt
Tc Tax rate
2. Annual Board of Directors Management Report
24
Annual Financial Report for the period
from the 1
st
January to the 31
st
December 2023
The calculation of the indicator Weighted Average Cost of Capital (WACC) for the 2023 sums to 7,04% and is based on
the countries in which the Group operates.
*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, which reveals the variability of the stock in relation to market
fluctuations.
Net Debt: The total interest-bearing financial obligations minus the total available assets.
Adjusted Net Debt: The total interest-bearing debt excluding non-recourse debt, minus the total of its available assets.
The above indicators for 2023 compared with 2022 are as follows:
EBITDA & EVA in thousands €
2023
2022
EBITDA
1.013.621
822.234
ROCE
18,9%
19,6%
ROE
24,2%
21,9%
EVA
564.983
405.679
ROCE Calculation
Amounts in € million
2023
2022*
EBIT(A)
900
733
Equity attributable to parent's shareholders (Β)
2.576
2.130
Non Current Debt Liabilities (C)
2.186
1.602
ROCE [Α / (Β+C)]
18,9%
19,6%
EVA Calculation
2023
2022*
ROCE(A)
18,9%
19,6%
WACC(B)
7,04%
8,77%
Capital Employeed (C)
4.762
3.732
EVA [(A-B)*(C)]
564.983
405.679
*Comparative ratios have been reformed to be in line with the consolidated Income Statement for the comparative
period ended 31.12.2022 which has been restated.
2. Annual Board of Directors Management Report
25
Annual Financial Report for the period
from the 1
st
January to the 31
st
December 2023
During the reporng period the company proceeded to the below decisions and acons:
10 January 2023 - MYTILINEOS S.A. and Statkra have signed a Power Purchase Agreement (PPA) relang to the energy generated
from four solar farms in Italy.
Specically, the solar farms located in Emilia Romagna, Lazio and Campania, have an overall capacity of 63 MW. All projects were
developed and are currently under construcon by MYTILINEOS and Commercial Operaon Date (COD) is expected in stages
across 2023 and Q1 2024.
These solar assets will supply more than 105.8 gigawa hours of renewable electricity per year, displacing more than 56,000 tons
of CO2 emissions every year – the equivalent of taking 95,000 cars o the road, supporng Italy’s commitments on clean energy,
aiding also the country’s energy independence and security.
Statkra will use the power from the solar parks to oer industrial and commercial companies tailor-made green power soluons.
In this role, Statkrasupports its corporate customers by liming the impact of high near-term power prices on their business,
while reducing their carbon footprint and helping them to achieve their sustainability and climate goals.
MYTILINEOS is already established in Italy as it is considered of strategic importance for the Company in both solar and storage
business. Specically, the Company is currently building 156 MW in Italy, of which 127 MW are solar pojects and 31 MW are
storage projects under the Fast Reserve Aucon. 62 MW of the solar projects have secured a 20 year Contract for Dierence (CFD)
with the Italian State-Owned Agency - GSE, for a price of 65.17€/MWh, while the remaining solar assets will have a PPA with
Statkra. The Company currently has in the country a porolio of 2 GW in development and is planning to add addionaly 1 GW
during 2023.
MYTILINEOS fully supports Greece’s and Italy’s strategic plan for decarbonizaon, with current and future investments, especially
now that the energy prices are at historic highs in the European Union.
Statkra is a Norwegian state-owned company that oers standardised PPA soluons and manages signicant market and
operaonal risks connected to the long-term oake of power from renewable power plants. Furthermore, Statkra develops,
operates, and markets hydropower plants, solar parks and wind farms in numerous European countries.
MYTILINEOS was advised by L&B Partners and Our New Energy on the transacon.
10.01.2023 - MYTILINEOS’ Board of Directors approved the proposals of the Chairman and CEO of the company Evangelos
Mylineos for the reorganizaon of the Company's structures with eect from 01.01.2023, as follows:
The new organizaonal structure of MYTILINEOS has now two (2) business Segments:
The new Energy Segment led by Yiannis Kalafatas - Chief Execuve Director, Energy, and
The Metallurgy Segment led by Dimitris Stefanidis - Chief Execuve Director, Metallurgy.
The top and senior management of the Company shall be completed by:
Evangelos Chrisas as Vice Chairman and Execuve Director of the BoD for Regulatory and Strategic Energy and Infrastructure
Maers
Christos Gavalas as Chief Treasury & IR Ocer and an Execuve Member of the Board of Directors with a supervisory role on
VI. SIGNIFICANT INFORMATION
VII.
2. Annual Board of Directors Management Report
26
Annual Financial Report for the period
from the 1
st
January to the 31
st
December 2023
nancial maers the Company
Elenos Karaindros, as Chief Strategy and M&A Ocer
Eleheria Kontogianni as Chief Finance Ocer
Vivian Bouzali, as Chief Corporate Aairs & Communicaon Ocer
Foos Spyrakos as Chief Administraon Ocer & Head of CEO's Oce
Sara Fideli, as Chief People Ocer
Nikos Keramidas, as Execuve Director, European Aairs & Regulatory Advocacy.
Dimitris Papadopoulos, as Execuve Member of the BOD and Execuve Director, Corporate Governance & Sustainable
Development
Petros Selekos as Execuve Director, Legal, Contracts & Compliance
The new Energy Sector, led by Yiannis Kalafatas as Chief Execuve Director, Energy, includes ve (5) new acvies:
M Renewables, with Nikos Papapetrou as Execuve Director, which incorporates the enre porolio of RES (all technologies) and
storage projects in Greece and abroad of the Company and its subsidiaries/aliates, as well as the construcon acvity of RES
projects for third pares
M Energy Generaon & Management, with Giannis Giannakopoulos as Execuve Director, which undertakes (a) the management
and operaon of thermal power plants with a total capacity of 2GW; (b) the market bidding & non - physical power trading, (c)
the management of energy produced by our generaon assets (thermal and RES) and 3rd pares PPAs; (d) the Cumulave
Representaon Body management and (e) the creaon of green VBL products. All these together constute what we call in the
energy jargon ((a) to (e) jointly called “Energy Management”).
M Energy Customer Soluons, with Tassos Papanagiotou as Execuve Director, which incorporates the retail business B2C and
B2small businesses (small business customers and professionals), electricity and gas supply, as well as new retail products &
services (energy eciency, smart cies, facility management, Internet of Things /digital services, etc.).
M Power Projects, with Kostas Horinos as Execuve Director, which integrates convenonal power generaon projects, energy
transion projects (e.g.distribuon networks, hydrogen, etc.), electricity saving projects, digital transion, smart cies & IoT
plaorms
M Integrated Supply & Trading (through a subsidiary of the Company) with Panagios Kanellopoulos as Execuve Director which
operates in (a) natural gas supply and management as well as other energy products and (b) customer facing and in the provision
of innovave products and services for B2B large corporate customers in Greece and abroad.
At the same me, three central services posts are created reporng to the head of the Energy Sector:
Director, Technical CoE & CI (Center of Excellence and Connuous Improvement) with Christos Pantzikas
Director, BI & DT (Energy Business Innovaon & Digital Transformaon) with Minas Chanios and
Execuve Director, IT & DS (Informaon Technology & Digital Strategy) with Konstannos Fatolas.
The new Metallurgy Sector, led by Dimitris Stefanidis as Chief Execuve Director, Metallurgy, encompasses the following six (6)
acvies:
Aluminium of Greece Factory headed by Leeris Grigoriou
Volos Factory, headed by George Economou
Recycling headed by George Georgalas
Commercial headed by Christopher Mexas
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Bauxite Mining, headed by Manthos Konstannidis
Zinc & Lead Metallurgy headed by Alexandros Kontouzoglou
16 January 2023 - MYTILINEOS has been awarded a Contract for the «Supply and installaon of a Synchronous Condenser», by
RWE Generaon UK PLC, one of the UK’s leading electricity generators.
Synchronous Condensers are widely considered as essenal for the growth of renewable projects (RES). They are capable of
regulang power in electrical networks, especially when RES cannot provide stability to the system. As market needs increase,
Synchronous Condensers are a reliable technical soluon, capable of meeng the needs of network operators, that most
companies internaonally are observed to prefer. A synchronous condenser does not consume fuel or generate power and as a
result there are no addional airborne emissions or requirements for water usage.
The project supports United Kingdom’s ambions for green energy and zero carbon operaon by 2025. Addionally, it is part of
Naonal Grid’s Stability Pathnder Program for England and Wales, targeng to support the system by increasing inera and short
circuit contribuon, and thus contribung to the stabilizaon of the Grid due to the increased demand of Renewables connected
to the Grid.
MYTILINEOS’ M Power Projects, with its high levels of experse, will undertake the execuon of this turnkey project, which will
comprise the Design, Procurement, Installaon and Commissioning of a Synchronous Condenser facility, with its associated
auxiliary systems, as well as a high voltage (HV) banking compound for connecon of the Synchronous Condenser to the Naonal
Grid’s HV Grid.
This is the rst contract for a Synchronous Condenser for MYTILINEOS and also a rst for RWE in the UK. The asset is part of RWE’s
decarbonisaon plan within the Pembroke Net Zero Centre (PNZC).
The Facility will be located at RWE’s exisng Pembroke Power Staon site in Southwest Wales. Construcon is expected to start
in 2023, and compleon is scheduled for the second half of 2025.
The contract value for MYTILINEOS amounts to €62m.
2 February 2023 - MYTILINEOS – Energy & Metals and Compagnie de Saint-Gobain (EPA: SGO), worldwide leader in light and
sustainable construcon, have signed a private wire Power Purchase Agreement (PPA) relang to the energy generated from a
4.9 MW solar farm in Italy.
The solar power plant will reach commercial operaon in mid-2023 and it will be built on the premises of Saint-Gobain’s historical
factory in Vidalengo, near Bergamo. With this solar asset, more than 7.5 GWh of renewable electricity per year will be produced,
displacing more than 3,900 tonnes of CO2 emissions every year – the equivalent of the yearly carbon footprint of ca. 700 people
living in Italy.
This 10-year PPA secures a signicant poron of Saint-Gobain’s electricity consumpon in Vidalengo factory. In addion, locking
into a favorable electricity price ensure business compeveness, as it reduces operaonal costs in part due to signicant savings
on grid fees. The project falls under the Italian regulaon for self-consumpon, known as SEU.
MYTILINEOS fully supports Greece’s and Italy’s strategic plan for decarbonizaon, with current and future investments, especially
now that the energy prices are at historic highs in the European Union. Specically, the Company currently has an italian porolio.
of 157MW in construcon, 2 GW in development and is planning to add addionaly 1 GW during 2023.
At the same me, MYTILINEOS RES porolio, which consists of projects in several countries and various stages of development
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with a total capacity of 9.1 GW, is accelerang. More specically:
539 MW in operaon
1.0 GW under construcon
2.2 GW in mature stage of development, i.e. projects either on a RTB or soon RTB stage
>5 GW in less mature stage of development
MYTILINEOS was advised by Gaai, Minoli, Partners and Our New Energy on the transacon.
9 February 2023 - MYTILINEOS Energy & Metals is hereby announcing the compleon of the acquision of all outstanding shares
of WATT+VOLT - "Wa and Volt Exploitaon Of Alternave Forms Of Energy Societe Anonyme" in 06.02.2023.
Mr. Anastasios Papanagiotou henceforth assumes the posion of Execuve Director of the M Energy Customer Soluons acvity
of MYTILINEOS Energy Sector.
13 February 2023 - MYTILINEOS S.A. pursuant to the provisions of arcles 9, 10, 11, 14 and 21 of Law 3556/2007, as currently in
force, and based on the relevant informaon received on 13.02.2023 by Fairfax Financial Holdings Limited ("FFH"), announces
that on 10.02.2023, the companies NORTHBRIDGE GENERAL INSURANCE CORPORATION, ODYSSEY REINSURANCE COMPANY and
ZENITH INSURANCE COMPANY (CANADA) (hereinaer jointly referred to as the "Bondholders"), subscribed for the total bonds
issued by MYTILINEOS under an exchangeable bond loan dated 07.02.2023, bonds which incorporate the right of the Bondholders
to acquire, at any me up to the maturity of the bond loan (i.e. unl 10.02.2025), at their discreon, a total of 2,500,000 common
registered vong shares of MYTILINEOS, therefore they made an indirect, in the sense of arcle 11 par. 1 of Law 3556/2007,
acquision of the aforemenoned shares of MYTILINEOS, which represent 1.75% of its total vong rights. These shares, added to
MYTILINEOS shares already held on the above date by other legal enes belonging to the FFH group (hereinaer referred to as
the “Other Shareholders”), i.e. 6,688,047 common registered vong shares of MYTILINEOS, which represent 4.68% of its total
vong rights, lead to a cumulave parcipaon percentage of 6.43% (i.e. 9,188,047 shares) which results in FFH at parent level
exceeding on 10.02.2023 the 5% limit, pursuant to arcle 9 par. 1 of Law 3556/2007.
The Other Shareholders are: (a) Northbridge General Insurance Corporaon, (b) Zenith Insurance Company (Canada), (c) Allied
World Specialty Insurance Company, (d) Allied World Insurance Company, (e) Allied World Assurance Company (Europe) dac, (f)
HWIC Value Opportunies Fund, (g) Eurolife FFH General Insurance Single Member SA and (h) Eurolife FFH Life Insurance Single
Member SA.
The ulmate parent company of the Bondholders and of the Other Shareholders, i.e. FFH, controls through a chain of controlled
enes, the Bondholders and the Other Shareholders, and therefore, according to arcle 10 (e) of Law 3556/2007, indirectly
owns the said shares. None of the FFH controlled enes owns independently more than 5% of MYTILINEOS’ vong rights.
Finally, according to the aforemenoned nocaon, FFH is not a controlled enty, within the meaning of arcle 3 par. 1 (c) of
Law 3556/2007, by any natural person or legal enty.
14 February 2023 - MYTILINEOS – Energy & Metals and EDP Renewables (“EDPR”) signed a long-term Power Purchase Agreement
(PPA) for the green energy produced from a 78 MW wind porolio.
This is EDPR’s rst PPA in Greece and a rst for MYTILINEOS, concerning energy generated from a wind porolio. The deal allows
EDP Renewables to fasten the development of this 78 MW porolio which consists of 3 wind projects developed by EDPR:
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23 MW located in Voioa, Greece
21 MW located in Achaia, Greece
35 MW located in Voioa, Greece
All wind farms are expected to enter operaon between the end of 2024 and 2025 and under this PPA they are expected to
produce annually more than 232 GWh, the equivalent of the consumpon of 60 thousand households in Greece by displacing
around 100 thousand tonnes of CO2 emissions annually.
MYTILINEOS fully supports Greece’s strategic plan for decarbonizaon and seeks opportunies to secure green PPAs, for its own
porolio aiming to reduce energy costs both for its own assets and those of its business partners.
With this new porolio, EDPR has now 11.2 GW out of the 20 GW target addions worldwide established in 2021-25 Business
Plan. This transacon enables EDPR to achieve more than 3.6 GW of the 6.7 GW target for renewable capacity addions in Europe
during 2021-25.
EDPR entered Greece in 2018 through the acquision of the Livadi Wind Farm project, a ready-to-build wind farm of 45 MW,
located near the town of Malesina, in Central Greece. The Livadi wind farm started its operaon in 2021 and since then the
renewable energy generated is enough to power more than 23.500 households while avoiding the emission of approximately 56
thousand tons of CO2 per year.
MYTILINEOS with this transacon makes its rst step towards the development of its green supply basket, aiming to unfold a
wider strategy targeng more than 2GW, coming from 3rd party PPAs and own assets across the region.
16 February 2023 – Pursuant to the provisions of arcle 19 par. 1 in conjuncon with arcle 19 par. 7(a) of Regulaon 596/2014
and based on nocaon received today by her shareholder, company under the name KILTEO LTD and by her shareholder,
company under the name FREZIA LTD, “MYTILINEOS S.A.” (MYTILINEOS) hereby noes that on 13.02.2023 the pledge over
37,919,549 in aggregate common registered shares issued by MYTILINEOS was released.
More specically, the pledge over (a) 18,718,330 shares issued by MYTILINEOS and belonging to KILTEO LTD, that was imposed on
31.07.2019, (b) 1,788,424 shares issued by MYTILINEOS and belonging to FREZIA LTD, that was imposed on 31.07.2019, (c)
10,570,169 shares issued by MYTILINEOS and belonging to FREZIA LTD, that was imposed on 06.03.2020 and (d) 6,842,626 shares
issued by MYTILINEOS and belonging to FREZIA LTD, that was imposed on 27.03.2020, was released. Throughout the intervening
period, KILTEO LTD and FREZIA LTD retained the respecve vong rights on the aforemenoned shares.
Both KILTEO LTD and FREZIA LTD are persons closely associated as per arcle 3 par. 1 case (26) of Regulaon 596/2014 with Mr.
Evangelos Mylineos (Chairman and CEO of MYTILINEOS), who controls them and Mr. Foos Spyrakos (Chief Administrator Ocer
of MYTILINEOS), who is a director.
21 February 2023 - MYTILINEOS – Energy & Metals and Centrica have signed a power purchase agreement (PPA) with Vodafone
UK relang to the energy generated from 5 solar farms in the United Kingdom.
This is the second major solar PPA for MYTILINEOS, Vodafone and Centrica, following the announcement last year for the supply
of 109 GWh of renewable electricity, and is one of the largest deals to date in Europe. The solar farms located in Norfolk,
Nonghamshire, Staordshire, Buckinghamshire and Dorset, have an overall capacity of 232 MW. All projects were developed
and are currently under construcon by MYTILINEOS and Commercial Operaon Date (COD) is expected in stages across 2023
and Q1 2024.
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These solar assets will generate 216 gigawa hours of electricity, and displace more than 53,000 tonnes of CO2 emissions, every
year, the equivalent of taking 31,400 cars o the road, supporng U.K.’s commitments on clean energy, aiding also the country’s
energy independence and security.
The deal, between Vodafone, Centrica as the power supplier and MYTILINEOS as the generator, supports the UK government’s
ambion to focus on home-grown, clean and more aordable energy and so boost long-term energy independence and security.
Once the solar plants are energised, 50% of the total electricity output -equal to 108 gigawa hours of renewable electricity- will
be delivered through a sleeving agreement arranged by Centrica to Vodafone.
MYTILINEOS is already established in the U.K. as it is considered a strategic domain for the Company in both solar and storage
business. The Company currently has in the country a porolio of 268 MW in development and is planning to add addionaly 400
MW during 2023.
The total capacity of MYTILINEOS’ internaonal RES porolio, which consists of projects in several countries and various stages of
development of 9.1 GW, is accelerang. More specically:
539 MW in operaon
1.0 GW under construcon
2.2 GW in mature stage of development, i.e. projects either on a RTB or soon RTB stage
>5 GW in less mature stage of development
MYTILINEOS was advised by DLA on the transacon.
09.03.2023 - Announcement - Approval of the Dra Demerger Plans for (a) the spin-o of the Company's Infrastructure Segment
and the transfer/contribuon into the 100% subsidiary, "METKA ATE" and (b) the spin-o of the Company's Concessions Segment
and the transfer/contribuon into the 100% subsidiary, "M Concessions MAE."
MYTILINEOS SA (hereinaer the "Company") announces that further to the meeng of its board of directors on 10.02.2023, where
the following were resolved:
(a) the spin-o of the infrastructure segment of the Company and the transfer/ contribuon into the 100% subsidiary company
with the name " MYTILINEOS CONSTRUCTION SINGLE MEMBER SOCIÉTÉ ANONYME" (disncve tle "METKA ATE"), and (b) the
spin-o of the Company's concessions segment and the transfer/contribuon into the 100% subsidiary company with the name
"M CONCESSIONS SINGLE MEMBER S.A." (disncve tle "M Concessions MAE"), according to the provisions of law 4601/2019
(arcle 57 para.2, 59-73), law 4548/2018 and arcle 52 of law 4172/2013 and the iniaon of the procedures for the above
transformaons,
the determinaon of December 31, 2022, as the date of the transformaon balance sheet of the infrastructure segment and the
concessions segment respecvely, and
the assignment to the Cered Auditors’ company "PKF Euroauding S.A." with the valuaon of each contributed sector, in
accordance with arcle 17 of Law 4548/2018 and the examinaon of each dra demerger plan, in accordance with arcle 10 of
law 4601/2019,
The Board of Directors of the Company on 02.03.2023 approved:
(a) the Dra Demerger Plan through spin-o of the Infrastructure Segment and the transfer/contribuon into the 100% subsidiary,
METKA ATE and (b) the DraDemerger Plan through spin-o the Concessions Segment and the transfer/contribuon into the
100% subsidiary, M Concessions MAE.
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The above Dra Demerger Plans, the relevant reports of the board of directors in accordance with arcle 61 of law 4601/2019,
the transformaon balance sheets as of 31.12.2022, the valuaon reports according to arcle 17 of law 4548/2018 and the expert
reports on the Dra Demerger Plans according to arcle 10 of law 4601/2019 have been registered and published in the General
Commercial Register (G.E.MH.) on 07.03.2023 and are also available on the Company’s website according to arcle 63 of law
4601/2019.
The compleon of the transformaons is subject to the required by law approval of the General Meeng of the Company's
shareholders, as well as all necessary approvals by the relevant Authories.
It is noted that no prospectus is required to be draed according to arcle 4.1.3.12 of the Athens Stock Exchange Regulaon, as
applicable.
23 March 2023 - MYTILINEOS Energy & Metals undertakes the development of an open-cycle gas turbine (OCGT) power plant
project in Immingham of North Lincolnshire in the United Kingdom, for VPI Immingham -B LLP (VPI-B), a non-consolidated group
enty of Vitol.
Specically, the contract signed by MYTILINEOS consists of the engineering, procurement and construcon (EPC) of a 299MW
open cycle gas turbine (OCGT) plant. Siemens Energy will provide the main equipment and the core of the gas turbine package
which includes a Siemens Energy SGT5-4000F gas turbine and a SGen5-1200A generator, including electrical components and an
instrumentaon and control system. The installed equipment from Siemens Energy can also be used to stabilize the grid during
periods when the power plant itself is not producing electricity - an important factor in ensuring security of supply in the UK.
The project will be located next to the exisng VPI Immingham Combined Heat and Power Staon, and VPI-B has already secured
a capacity contract in the 2022 T-4 UK Capacity Market Aucon for this OCGT. The energy produced will be transferred into the
High Voltage Transmission Network operated by Naonal Grid.
This is the third EPC energy project for MYTILINEOS in the United Kingdom. This new contract proves MYTILINEOS’ high ability to
mely deliver state-of-the-art power plants, proving high levels of experse for sustainable energy soluons throughout the
world.
The OCGT is expected to enter into commercial operaon in July 2025.
25 March 2023, a grand event was held in the Tema region of Ghana, specically at St. Nicholas Preparatory School, to celebrate
the Anniversary of the Greek Revoluon. During the event, a new donaon from MYTILINEOS Energy & Metals was handed over
to the students of the school. This donaon consisted of a new 30-seat school bus, aimed at ensuring their safe and convenient
transportaon.
With more than 8 years of presence in the country and in Sub-Saharan Africa, MYTILINEOS Energy & Metals remains true to its
commitment to social responsibility and environmental sustainability. Specically, the company has carried out social welfare
projects and environmental iniaves amounng to over 6 million Ghana cedis.
For St. Nicholas Preparatory School, in 2018 MYTILINEOS supported the creaon and equipment of a school canteen and dining
hall enabling children to enjoy their daily meals., while in 2019 the company realized the construcon of 6 rooms on the second
oor of the main building. Three of them, were inaugurated in 2019 and the remaining three were completed in the rst quarter
of 2021.
This me as well, true to its commitment, the company again priorizes the educaonal work of St. Nicholas Preparatory School
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and the development of the Tema community and on a request of the Minister of Foreign Aairs of Greece, Mr. Nikos Dendias,
MYTILINEOS delivered a new school bus that will safely transport students to school.
True to ESG values and by embracing social values and needs, especially in all local communies, where it operates, MYTILINEOS
seeks to create value and return it to society. With the development of local communies, such as Tema region, a beer and
sustainable future is taking shape. Since 2015, the company's presence in Ghana through 3 projects that contribute to the energy
needs of the country while providing sustainable soluons, has led to the employment of over 2,000 people in a working
environment dened by safety, equality, and stability.
30 March 2023 - MYTILINEOS Energy & Metals is increasingly evolving into an integrated internaonal energy company, oering
a wide range of energy soluons at an internaonal level. At the same me, the company remains steadfast to its commitment
to sustainable development and to aaining the CO2 emissions reducon target, not only for its own acvity, but also for its
integrated soluons oered to its customers.
In this context, the company acquired a 15% equity stake in CLARA Energy’s Rosedale Green Hydrogen project in Australia. In
parcular, MYTILINEOS investment will support commencement of Stage 1 of the Rosedale project to build hydrogen generaon
facility that will be exclusively powered by solar producon and will feed long haul trucks that cross one of the country’s busiest
highways, i.e., Sydney – Melbourne Hume Highway corridor. The unit is at the most suitable locaon to become the main fuel
supplier for long haul heavy load trucks, as well as for all vehicles traveling between Sydney and Melbourne taking that route.
It is worth nong that in a world where the transport sector is constantly developing and decorbanizaon is moving forward with
determinaon, trucks seem to be lagging behind. In parcular since 2020, the transport industry has been at the forefront of CO2
emissions as the transport sector produces around 7,3 billion metric tons of CO2 emissions annually. Trucks account for a
signicant proporon of these global transport emissions.
In the meanme, the European Commission has proposed stricter limits on CO2 emissions from heavy vehicles, so that new trucks
reduce emissions by 90% by 2040. The objecve is to align the transport sector with the European Union's objecve of achieving
zero net greenhouse gas emissions by 2050, as well as to reduce demand for imported fossil fuels. However, according to a study
published by Bloomberg NEF, in order to achieve net zero emissions by 2050, medium- and heavy zero-emission vehicles should
account for around 95% of sales by 2040. Based on this current outlook, however, they will represent only about 35%. The reasons
for this delay are due to a number of factors, as there are numerous dicules such as limited charging staons, autonomy, costs
and the lack of encouragement to shi towards the green era itself.
The use of hydrogen is therefore an important soluon in automove applicaons drawing on new technologies able to bring the
cleanest use closer, especially for the main polluter in the transport sector, i.e heavy goods vehicles and trucks. Hydrogen is a
technology whose benets are rapid refueling mes compared to gasoline or oil, depending on the ability to cover longer
distances with a single ll. At the same me, it is safer than convenonal fuels, since it is 14 mes lighter than air; a narrow,
vercal ame is produced in the event of a point leak in the tank, which does not create a high temperature and does not spread.
Hydrogen is one of the simplest chemical elements, which is included in the composion of many chemical compounds, in
parcular water. Its quanty is almost unlimited on our planet, as opposed to liquid fuels or some raw materials needed to
manufacture baeries. For all these reasons, hydrogen tends to become the fuel of the future.
CLARA Energy's nal project plan for Rosedale is to develop an 800 MW solar farm next to a 560 MW hydrogen plant near
Gundagai – roughly the midpoint on the Hume Highway - able to produce enough hydrogen to fuel 800 trucks running the Hume
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each day. At Stage 1, solar capacity will reach 250MW and the hydrogen installaon will produce enough hydrogen to be used by
200 trucks.
This decision helps to reduce emissions of pollutants even in a sector that has a long way to go towards ‘greening’. In parcular,
the new hydrogen plant seems to be one of the best soluons, as it addresses the issue of reduced electric charging staons for
heavy goods vehicles, while oering the right energy and fuel needed, so that vehicles do not need expensive baeries to run.
It is worth nong that MYTILINEOS connues to successfully respond to the energy crisis challenges and the transion to ‘green’
energy. Through its diversied porolio, its pioneering choices and future-forward outlook, the company once again stands ahead
of energy developments.
16.05.2023 - MYTILINEOS SA announces that further to the decisions of the Extraordinary General Meeng of shareholders of the
Company held on 10.04.2023 and the approving decision no. 2961748ΑΠ/16.05.2023 of the Ministry for Development and
Investments (ΑΔΑ: 6ΕΝΛ46ΜΤΛΡ-ΖΤΥ), which was registered with the General Commercial Register under Entry ID Number
3607789 on the same day, the spin-o of the Infrastructure Segment of the Company and its transfer/contribuon into the 100%
subsidiary company with the name "MYTILINEOS CONSTRUCTION SINGLE MEMBER SOCIÉTÉ ANONYME" (disncve tle "METKA
ATE") was completed, according to the provisions of law 4601/2019 (arcle 57 para.2, 59-73), law 4548/2018 and arcle 52 of
law 4172/2013.
Upon compleon of the spin-o the following results occur:
METKA ATE succeeds the Company as its general and universal successor in all the contributed/transferred property, as shown in
the transformaon balance sheet as of 31.12.2022 and as such is as the me of compleon of the spin-o;
the share capital of ΜΕΤΚΑ ΑΤΕ increased by the amount of €148,180,390.00 through the issue of 148,180,390 new ordinary
registered shares each of a nominal value of €1.00 each, taken all by the Company.
It is noted that no prospectus is required to be draed according to arcle 4.1.3.12 of the Athens Exchange Regulaon, as
applicable.
29.05.2023 - MYTILINEOS SA announces that following the corporate transformaon and the consolidaon of all its energy
services into a unied Energy sector, is diligently progressing in the implementaon of its strategy for its transformaon into a
cung-edge ulity provider (Next Generaon Energy Soluons Provider). In this context, the Company announces the acquision
of the 100% of the share capital of UNISON Facility Services S.A. (UNISON), which will become a subsidiary, administravely within
the Energy sector (“M Energy”) of MYTILINEOS, and in parcular the M Energy Customer Soluons sector. Currently, M Energy is
the largest private vercally integrated provider of electricity and natural gas in Greece. In addion, its acvity is evolving with
the addion of services such as energy eciency, “smart” energy saving, while it is now expanding into digital products, Internet
of Things (IoT) device connecvity, as well as management, maintenance and energy upgrading of buildings and other types of
facilies.
Internaonally, the operang model of electricity and natural gas suppliers is changing. The provision of integrated soluons is of
growing importance for consumers, in addressing their needs through a wide range of products and services, complementary to
the supply of electricity and natural gas, while also combined with a personalized experience. The acquision of UNISON, the
largest Facility Management company, is accelerang the creaon of a groundbreaking plaorm through which MYTILINEOS looks
forward to becoming the long-term energy soluons & services partner of its customers.
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This plaorm will oer a porolio of products and services, centered around the supply of electricity and natural gas, expanding
into new acvies adjacent to the energy spectrum, as well as providing services and soluons that broaden the relaonship with
our customers and maximize the benets. The aim is to strengthen and ensure the long-term cooperaon with customers,
focusing on the connuous value creaon.
In this context, and through UNISON, services and soluons will be oered, such as Facility Management, which now captures
the overall management of facilies. The range of facilies / customers currently served by UNISON oers substanal
opportunies for M Energy’s cross selling products and services, as well as for synergies with the broader MYTILINEOS acvies,
including the operaon and management of crical facilies (e.g. building PPPs), road lighng projects, equipment maintenance
(Operaon & Maintenance Services) etc.
Common drivers across the enre range of products and services are technology and addressing the full spectrum of the needs
and requirements of modern consumers either at home or in the business.
The integraon of UNISON acvies in MYTILINEOS in the M Energy Customer Soluons sector will be gradual, with respect to
the history and the recognized execuves of both companies.
The total consideraon for the transacon amounts to EUR 26 million, of which EUR 10 million will be paid in MYTILINEOS shares.
These shares will come from the treasury shares of MYTILINEOS. UNISON recorded a turnover of €76.8 million and EBITDA of €5.3
million for the scal year 2022.
The Transacon is subject to the necessary approvals by the Compeon Commission and other authories.
01.06.2023 - MYTILINEOS SA announces that it has entered into denive agreements (each a “Share Purchase Agreement”) in
connecon with the purchase by MYTILINEOS’ M Renewables of a porolio of 5 solar projects located in Alberta, Canada, from
Westbridge Renewable Energy Corp (“Westbridge” or “Westbridge Renewable”), a ulity-scale solar PV development Company,
with ancipated aggregate capacity of 1,410 MWdc (1.4 GW) upon commercial operaon (the Transacon”). The Transacon is
to be completed by way of a share purchase by MYTILINEOS of all of the issued and outstanding shares of the following
subsidiaries of Westbridge: Georgetown Solar Inc. (“Georgetown”), Sunnynook Solar Energy Inc. (“Sunnynook”), Dolcy Solar Inc.
(“Dolcy”), Eastervale Solar Inc. (“Eastervale”), and Red Willow Solar Inc. (“Red Willow”), (collecvely, the “SPVs”).Westbridge will
retain ownership of the SPVs and connue to lead the development of the Projects unl closing, which is subject to certain
condions, including regulatory approvals.
The projects under development by each of the SPVs are comprised of the following (collecvely, the “Projects”):
Georgetown – Solar power plant with a capacity of up to 230MWac (278MWdc), located in Vulcan County, Alberta
Sunnynook – Solar power plant with a capacity of up to 280 MWac (332 MWdc), located in Special Area No. 2, Alberta
Dolcy – Solar power plant with a capacity of up to 200 MWac (246 MWdc), located in the municipal district of Wainwright, Alberta
Eastervale – Solar power plant with a capacity of up to 300 MWac (274 MWdc), located in the municipal district of Provost,
Alberta and
Red Willow – Solar power plant with a capacity of up to 225 MWac (280 MWdc), located in Steler County No. 6, Alberta.
It is ancipated that upon entering into operaon, the Projects will:
Generate 2.1 terawa-hours (TWh) per year of renewable energy, equivalent to the electricity necessary to provide power to
200,000 Canadian homes for one year or eliminang 330,000 cars from the road for one year and avoiding the annual emission
of 1,500,000 tons of carbon polluon to the atmosphere.
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Annual Financial Report for the period
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Have a total esmated capex investment of CAD$1.7 billion (excluding BESS equipment), which will be disbursed (except for the
advance payment) in the various phases of project development and construcon, with expected compleon in 2026-2027. The
capex investment is expected to be equally distributed over a period of 4 years.
The two most advanced Projects, Georgetown and Sunnynook (approximately 610 MW) are expected to reach “ready-to-build”
(“RTB”) status by the end of this year, while the remaining three Projects (approximately 800 MW) are in advanced development
status with RTB expected by mid-2024.
All of the Projects have applied for and/or been permied for the installaon and use of a baery and energy storage system
(“BESS"), with a total ancipated combined storage capacity of 1,200 MWh for the total porolio.
Summary of the Transacon
The purchase price in respect of each SPV is based on the relevant Project’s actually installed maximum solar PV direct current
capacity and is subject to standard working capital and indebtedness adjustments and adjustments in the event interconnecon
costs exceed esmates.
Closing of the purchase and sale of each SPV is condional upon, among other things: obtaining approval of the purchase and
sale by Westbridge shareholders, and the TSX Venture Exchange (“TSXV”) and obtain regulatory approvals from the Alberta
Ulies Commission (“AUC”).
07.06.2023 - MYTILINEOS SA announces the cornerstone has been laid in Grudziadz for a 560 MW gas-red power plant will be
one of the most advanced plants of its kind in Europe, providing electricity to a million households. The use of a highly exible
CCGT unit will ensure that the new plant will work eecvely with renewable energy sources, thereby contribung to the
reducon of CO2 emissions without the risk of disrupng electricity supply to consumers.
The investment project is managed by the consorum of MYTILINEOS Energy & Metals and Siemens Energy for the client ORLEN
Group/Energa. The technology to be used in the construcon of the unit in Grudziądz will be one of the most advanced soluons
available on the market. The CCGT unit under construcon will have high eciency, more than 60 percent under nominal
condions, high availability and the already menoned exibility of operaon.
14.06.2023 - MYTILINEOS SA and Smartest Energy Australia have signed a long-term Power Purchase Agreement (PPA) for the
40MW Kingaroy Solar Farm in Queensland, Australia. Kingaroy Solar Farm is owned by MYTILINEOS and is part of a 237 MWp
porolio in Australia that reached nancial close in December 2022. SmartestEnergy Australia will oake renewable energy from
the solar farm, which it will then retail to its C&I customer base in Australia. As a global and people-powered renewable energy
company, SmartestEnergy oers reliable, innovave retail soluons for clean energy, leading the way to a 100% renewable energy
system in Australia, the UK and the US. Specically in Australia, where solar and energy storage soluons can be a key to a
sustainable energy future, long-term deals like the new Kingaroy PPA, not only help ensure new assets are built but connue
generang clean energy for decades.Kingaroy Solar Farm is now in the nal stage of construcon by MYTILINEOS and will be
operaonal in late 2023. This PPA enables the company to build the solar farm with project nancing, and therefore progress
MYTILINEOS’ renewables build-out strategy in the Australian market.
MYTILINEOS’s Australian porolio stands at 376MW. Most projects are connected with long-term Green” PPAs with several
oakers, showcasing the Company’s established posion in the country and the overall global strategy of becoming an integrated
energy company.
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Annual Financial Report for the period
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December 2023
The total capacity of MYTILINEOS’ internaonal RES porolio is accelerang, consisng of projects in several countries and various
stages of development of more than 11.9 GW.
On 22.06.2023 MYTILINEOS SA celebrated the ribbon cung of its fully constructed 110MW Moura Solar Farm in Queensland
Australia, on the 20th of June 2023.
Moura Solar Farm is part of the Company’s Australian portfolio, and it has already in place a long-term green Power Purchase
Agreement (PPA) with CS Energy Australia, a Queensland Government owned energy company. It is the first of our Queensland
projects to commence operation, with a further two projects respectively in construction and about to commence construction
in the Sunshine State. The project will generate enough electricity to power approximately 44,000 Australian homes.
10 July 2023 - MYTILINEOS S.A. announced the results of the Public Offering of the Bonds.
The Joint Coordinators, namely “EUROBANK S.A.”, “Alpha Bank S.A.”, “NATIONAL BANK OF GREECE S.A.” and “PIRAEUS BANK”,
of the Public Offering for the issuance of a Common Bond Loan (“CBL”) and the admission of the bonds of “MYTILINEOS S.A.”
(“Issuer”) to trading in the Fixed Income Securities segment of the Regulated Market of the Athens Exchange, announced that,
following the completion of the Public Offer on 06.07.2023, and in accordance with the aggregated allocation results produced
by the Electronic Book Building (“EBB”) of the Athens Exchange (“ATHEX”), a total of 500,000 dematerialized, common, bearer
bonds of the Issuer with a nominal value of €1,000 each ("Bonds") have been allocated, and as a result capital of an amount of
€500 mn has been raised.
The total valid demand from investors that participated in the Public Offer was € 1,006.97 mn. The broad response of the investors
resulted in the Public Offering being oversubscribed 2.01 times and the total number of participating investors amounting to
16,796. The final yield of the Bonds has been set at 4.00%, Bonds’ interest rate at 4.00% on a yearly basis and offer price of the
Bonds at €1,000 each, namely 100% of its nominal value.
The Bonds were allocated as follows:
a) 455,966 Bonds (91.2% of the total number of issued Bonds) to Retail Investors, out of a total number of 680,773 Bonds that
were validly requested (specifically, a 67,0% of the demand expressed in the specific category of investors and the specific yield
was satisfied) and
b) 44,034 Bonds (8.8% of the total number of issued Bonds) to Qualified Investors, out of a total number of 308,951 Bonds that
were validly requested (specifically, a 14.3% of the demand expressed in the specific category of investors and the specific yield
was satisfied).
17 July 2023 –2022 was a record high year for MYTILINEOS, in terms of financial and environmental, social and governance (ESG)
performance. Managing Sustainable Development as an integral part of the Company's business model, further enhanced its
business and financial growth capability, along with its commitment to the UN Sustainable Development Goals
In 2022, MYTILINEOS ranked in the top 10% sector performers, in 8 of the 11 ESG Raters/ratings it participates in (Arabesque,
Bloomberg, CDP, Ecovadis, FTSE Russell, Ideal Ratings, ISS, MSCI, Refinitiv, S&P CSA, Sustainalytics), and included, for the first
time, in the Dow Jones Sustainability Indices, which are internationally acknowledged as a benchmark for companies'
sustainability performance. It is noted that MYTILINEOS is the only Greek company participating in the DJSI Emerging Markets
Index.
2. Annual Board of Directors Management Report
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Annual Financial Report for the period
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January to the 31
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December 2023
MYTILINEOS 15th consecutive Sustainable Development and ESG Performance Report for year 2022, includes extensive
information on:
the Company’s approach to its Sustainable Development material issues;
the key policies and commitments that MYTILINEOS undertakes;
the management of its business activity impacts on the environment and society at large;
the results achieved and the overall Company’s progress against to its targets.
The Sustainable Development Report also refers to the Company's significant achievements in 2022, including:
The -15.5% absolute reduction of direct and indirect CO2 emissions compared to base year 2019, as a result of the continued
implementation of CO2 emissions reduction initiatives in all Business Units, along with the expansion of the Company's
investment program in Renewable Energy Sources.
The description of the Company’s adaptation to climate change, under different climate -related scenarios, in accordance with
the recommendations of the Task Force on Climate-Related Financial Disclosures (TCFD),
The 12.3% increase in total employment (direct & indirect), maintaining, at the same time, a very low percentage of part-time
employees.
The Zero number of fatalities and life change injuries, among direct and indirect employees, as a result of the widespread
implementation of the occupational Health and Safety culture throughout the Company.
The given support to 80,000 citizens through the implementation of more than 16 key social programs and specific social actions.
The evaluation of the Company’s key suppliers with specific ESG criteria, while continuing to provide training to improve their
level of maturity in ESG issues.
Finally, within the microsites Sustainability Actions Map & Integrated value creation Scorecard, as well as the ESG Scorecard
section, on the official corporate website, is presented the value created by MYTILINEOS' activity as well as the Company’s
approach combining its key financial data with its Sustainable Development performance.
[1] The Report was prepared in accordance with the standards of the Global Reporting Initiative (GRI STANDARDS), key indicators
of the Sustainability Accounting Standards Board (SASB), the 10 Principles of the UN Global Compact, the AA1000AP 2018
Accountability Principles Standard and considering the international Social Responsibility standard ISO 26000. Furthermore, the
Report complies with the relevant obligations arising from Greek legislation and European Directives. It has also been audited
and certified by an independent auditor, KPMG, in accordance with ISAE 3000 and the requirements of a Type 2 assurance project,
as defined by the AA1000AS Assurance Standard.
31 July 2023 – A 211 MW solar portfolio developed in Romania by MYTILINEOS Energy & Metals, is acquired by HELLENiQ ENERGY
Holdings through its subsidiary, HELLENiQ Renewables.
The binding agreement signed by the two Companies includes the construction and transfer of four (4) solar parks in Southern
Romania that are already in an advanced stage of development, of which 13 MW are expected to enter commercial operation in
2023, 108 MW in 2024 and 90 MW by Q3 2025. All parks will be delivered on the Commercial Operation Date (COD). The total
annual production of the projects is expected to exceed 300 GWh of green energy, enough to meet the needs of 100,000
households.
2. Annual Board of Directors Management Report
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Annual Financial Report for the period
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December 2023
The projects are part of the international renewables portfolio that is being developed by M Renewables, under the Energy sector
of MYTILINEOS. Said transaction is part of MYTILINEOS’ ongoing asset rotation program, designed to accelerate value creation
from the M Renewables platform as proceeds are being redeployed in the development of our large pipeline.
This agreement marks HELLENiQ ENERGY Group’s entry into Romania’s rapidly growing RES market. It is also the Group’s second
entry in the international RES market over the last months, following the recent entry in Cyprus’ RES market, accelerating its
portfolio growth and strengthening its extroversion.
This is an announcement made for the purposes of the provisions of article 7 of Regulation (EU) 596/2014 and article 27 paragraph
8 of Law N 4443/2016.
MYTILINEOS SA (hereinafter the "Company") announces that its Board of Directors, in its Meeting of 04.08.2023, approved the
Draft Agreement for the Merger by Absorption of the Company’s wholly-owned subsidiary under the business name "Watt and
Volt Single Member Exploitation Of Alternative Forms Of Energy Societe Anonyme" from the Company, in accordance with the
provisions of Codified Law 4601/2019 and Codified Law 4172/2013, with transformation balance sheet as of 30.06.2023. Given
that the Company is in possession of the entirety of the shares of the merged company, a resolution of the General Meetings of
the shareholders of the companies is not required, by way of derogation from Article 14 of Codified Law (C.L.) 4601/2019,
provided that the companies being merged apply the provisions of Article 35 par. 2 of C.L. 4601/2019, i.e.: (a) With regard to the
Draft Merger Agreement, each one of the companies being merged shall proceed to the publicity formalities provided for by
Article 8 of C.L. 4601/2019, at least one (1) month prior to the commencement of the effects of the act of the merger in
accordance with paragraph 1 of Article 18; and (b) All the shareholders of the Company are entitled, at least one (1) month prior
to the commencement of the effects of the act of the merger, in accordance with paragraph 1 of Article 18, to consult at the
registered offices of the each of the merged companies, respectively, the following documents: (i) The Draft Merger Agreement,
and (ii) the annual financial statements and the Board of Directors’ reports of the companies being merged for the previous three
(3) years.
The Merger Agreement dated 04.08.2023 was registered on 09.08.2023 in the General Commercial Register (GEMI) under
registration number 3736696.
9 August 2023 – MYTILINEOS Energy & Metals is hereby announcing the acquisition of all outstanding shares of VOLTERRA S.A.
from AVAX S.A.. The acquisition is part of MYTILINEOS’ overall strategic planning aimed at expanding its customer base while
further verticalizing its activities in the markets of retail electricity and natural gas supply in Greece and the wider region. To a
certain extent, the acquisition also contributes to the resolution and consolidation of the energy markets in our country and the
wider region, while ensuring a smooth operation for the benefit of consumers.
Following the corporate transformation of 2022, MYTILINEOS is continuously strengthening all 5 Sub-Segments of the Energy
Sector both organically and through acquisitions. The integration of VOLTERRA (following Watt+Volt) in the Sub-Segment M
Energy Customers Solutions increases MYTILINEOS’ market share of the Greek electricity retail market to 13% and is expected to
reach 20-25% within 2024 with the addition of large High Voltage customers, new acquisitions and new Medium and Low Voltage
customers. Customer base expansion is expected as the result of a growing portfolio of products and services centered around
electricity and natural gas supply, as well as competitive smart and energy-adjacent products.
2. Annual Board of Directors Management Report
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Annual Financial Report for the period
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st
January to the 31
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December 2023
On the date of the transfer, AVAX will receive the amount of €6 million as payment and further €7 million as advance payment
against the additional price.
Should the exchange agreement evolve smoothly and certain medium and longer term goals are achieved, the total final price
can reach a maximum of €24 million.
The Transaction is subject to all necessary approvals from the Hellenic Competition Commission and other authorities.
This announcement is made for the purposes of the provisions of article 7 of Regulation (EU) 596/2014 and article 27 paragraph
8 of Law N 4443/2016.
10 August 2023 - MYTILINEOS Energy & Metals is hereby announcing, following the announcement dated 29.05.2023, the
completion of the acquisition of the total shares of UNISON Facility Services S.A. on 09.08.2023.
14 August 2023 – MYTILINEOS Energy & Metals participated, through its 100% subsidiary "AENAOS BATTERIES ENERGY SINGLE
MEMBER SA", in the first tender of the Regulatory Authority for Waste, Energy & Water (RAAEY) for the installation and operation
of energy storage units.
The Company's participation concerned a 48MW storage project with a guaranteed capacity of 96MWh in the Region of Central
Macedonia and specifically in Halkidiki. The storage unit will be built in proximity with MYTILINEOS’ solar plants which are
currently under construction. The storage unit is expected to be implemented in 2024, aiming to be operational by the end of
the first half of 2025.
Storage projects are a strategic pillar of the activity of MYTILINEOS' M Energy Sector, both in Greece and abroad, with 10 years
of significant experience in both stand-alone storage, hybrid storage and solar systems, and projects constructed or under
construction now reaching 650MW/750MWh in five countries, as well as portfolios with licensed or in licensing process over
2.9GW/3.7GWh in eight countries worldwide. Thus, the Company intends to participate in future RAAEY tenders to secure new
projects.
MYTILINEOS’s Aggregator will represent given storage unit.
22 August 2023 – MYTILINEOS Energy & Metals announces the signing of an agreement for the acquisition of all shares of EFA
ENERGY COMPANY OF NATURAL GAS ANONYMOUS COMPANY (“EfaEnergy”). This acquisition, the second in August and the
fourth in the last year (Watt+Volt, Unison, Volterra), is part of MYTILINEOS’ strategic plan to expand its customer base and further
vertical integrate into the retail energy supply market, in this case with an emphasis on natural gas.
MYTILINEOS is the leading supplier and provider of natural gas in Greece and the wider region of Southeastern Europe, with an
expanded supply portfolio, through liquefied natural gas (LNG) cargoes and pipeline gas, with the possibility of export activity.
MYTILINEOS has paved the way for the liberalization of the natural gas market in Greece, as it was the first private company back
in 2010 to enter the supply and trading natural gas market in the country, breaking sale monopolies and ensuring its customers
a secure and competitive supply of natural gas to both B2B and B2C customers.
With the integration of EfaEnergy, MYTILINEOS further strengthens its M Energy Sector, and the sub-sector M Energy Customers
Solutions by increasing its market share with an additional 11,000 customers, the majority of which are natural gas supplies,
mainly in central Macedonia and Thessaly, increases its industrial clientele, while increasing its physical presence with an
additional 14 stores.
2. Annual Board of Directors Management Report
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Annual Financial Report for the period
from the 1
st
January to the 31
st
December 2023
The purchase price of 100% of EfaEnergy 's shares amounts to €4.5 million.
The Transaction is subject to obtaining the necessary approvals from the Hellenic Competition Commission and other authorities.
MYTILINEOS S.A. announces that on Tuesday, August 29th, 2023, at 13.00, an Extraordinary General Meeting of shareholders of
the Company was held at the registered offices of the Company. Shareholders representing 84,192,177 common registered
shares and voting rights, i.e. 60.84% of the total 138,393,347 common registered shares participated (physically or remotely
through teleconference or by way of exercising their voting right before the meeting) [1].
The General Meeting discussed and took the following decisions by majority on the items of the agenda:
On the 1st item of the agenda, the shareholders approved the supplement to the scope of the Company with new activities and
the corresponding amendment of article 2 of the articles of association as presented for approval. Furthermore, the board of
directors was authorized to implement this resolution.
On the 2nd item of the agenda, the shareholders approved the conversion of the Company from fixed-term to indefinite and the
corresponding amendment of article 4 of the articles of association as presented for approval. Furthermore, the board of
directors was authorized to implement this resolution.
The Company will announce and publish on its website www.mytilineos.com separate announcement with the detailed results
of the voting per decision in accordance with article 133 par. 2 of the law 4548/2018.
[1] It shall be noted that, pursuant to paragraph 1 of article 50 of Law 4548/2018, 4,497,814 own shares of the Company out of
total 142,891,161 shares are not calculated both for the purposes of quorum and the voting process.
31 August 2023 - MYTILINEOS Energy & Metals has supported the "Focus on the Person": Disability Awareness Educational
Program in collaboration with the Association of Social Responsibility for Children and Youth - SKEP, in Attica schools, during the
2022-2023 school year.
As part of the program, which is held for the 2nd consecutive year 85 speeches were held in 69 schools. Through these, 4,325
students attended the program and became familiar with the concepts of social acceptance, equality and responsibility, with an
experiential and interactive approach.
The "Focus on the Person": Disability Awareness Educational Program reaches children in a direct and experiential way, enhancing
their ability to identify and deconstruct bad practices, stereotypes and prejudices, in order to function in the future as a dynamic
lever of change within society.
By awakening students and consequently their direct and indirect environment, the program seeks to create perspectives for the
awareness of the wider population, with an ultimate goal of ensuring and providing the basic rights of people with disabilities.
Recognition of MYTILINEOS' Corporate Social Responsibility and Sustainable Development Initiatives is a confirmation of the
Company's long-term strategy to create value for all Social Partners. This initiative is of particular value to MYTILINEOS and is
implemented in the context of the strategic partnerships it develops with key social actors to achieve the UN Sustainable
Development Goals (SDGs 10 and 17).
The cooperation of MYTILINEOS with SKEP for the implementation of the program was recognized and received the SILVER
distinction at the Hellenic Responsible Business Awards 2023.
Last school year, MYTILINEOS supported 10 schools in the Municipality of Distomo, Arachova & Antikyra through 11 Educational
cycles through the program, informing and familiarizing 524 students with the concept of disability and diversity.
2. Annual Board of Directors Management Report
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Annual Financial Report for the period
from the 1
st
January to the 31
st
December 2023
5 September 2023 – Η MYTILINEOS Energy & Metals announces the signing of an agreement with the French IMERYS for the
acquisition of 100% of the shares of IMERYS BAUXITES GREECE SINGLE MEMBER SOCIETE ANONYME ("IMERYS BAUXITES"). The
agreement concerns all bauxite mining activities in the Fokida area, which will now be part of MYTILINEOS’ Metallurgy Sector (M
Metals).
With this agreement, M Metals is significantly strengthened, as the bauxite production capacity of the mining activity already
available to MYTILINEOS through Delphi-Distomon, whose annual production amounts to 570,000 tons of bauxite, is increased.
The acquisition is carried out by MYTILINEOS, but in a second stage, IMERYS BAUXITES will merge with the 100% subsidiary Delphi
Distomon, with a total production of more than 1.2 million tonnes whilst fully exploiting internal synergies.
This move completes M Metals’ vertical integration, while the historic Aluminium of Greece plant, the only fully vertically
integrated bauxite, alumina and primary cast aluminium production unit in the European Union (EU), with privately owned port
facilities, ensures its long-term supply with its basic raw material, at a time when most refineries in Europe face vital operational
problems. An important role in MYTILINEOS' decision for the new acquisition and the overall investment - alongside even greater
total investment to follow - was played by the recent EU decision to include bauxite, alumina and aluminium in the list of the
European Raw Materials Act, which the European Union considers should be supported in every way, in order to reduce, as much
as possible, Europe's dependence on these necessary metals, towards Green Transition.
As a pillar of the Greek industry, Aluminium of Greece (AoG) has an annual production capacity of 1.2 MIO tonnes of bauxite
(which will be substantially increased further after the acquisition and the investmens in the mines), 865.000 tonnes of various
qualities of Alumina, 190.000 tonnes of Value Added Primary Aluminium Products (VAPs) and 50.000MT recycled Aluminium
billets. In addition, through investments and pioneering European programs and with the proper management of bauxite
residues, it manages to minimize the environmental footprint of its industrial activity and creates additional value through the
production of rare earths, such as scandium and of course gallium, materials found in the prime quality Greek bauxites. It is noted
that the Aluminium of Greece plant remains among the aluminium producers with the lowest cost worldwide, as it is firmly in
the first quartile of the global cost curve.
Upon completion of the transaction, €10 million will be paid. MYTILINEOS will have the obligation to supply specific quantities of
bauxite to IMERYS for a period of four (4) years.
It is noted that MYTILINEOS will also invest an additional €100 million approximately for research and development of existing
and new deposits, for environmental regeneration, where required, as well as for equipment renewal. The exact amount will also
depend on the specific support provisions of the CRM Act, the publication of which is imminent.
The Transaction is subject to approval from the Hellenic Competition Commission.
19 September 2023 – Η MYTILINEOS Energy & Metals further to electronic press releases and relevant question by the HCMC,
announces that the consortium, to which MYTILINEOS participates along with GE Vernova, has been named preferred supplier in
the course of the tender process conducted by “SP Transmission” and “National Grid Electricity Transmission” regarding the
project “Eastern Green Link 1”, which involves a network of HVDC converter stations.
Upon successful completion of negotiations, pursuant to the terms of the tender process and execution of the definitive
agreements for the project, detailed information of the investment public will follow.
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29 September 2023 - MYTILINEOS, global industrial and energy powerhouse, proudly celebrates the activation of the Wyalong
Solar Farm in the Riverina region of New South Wales. This marks a significant milestone in MYTILINEOS' commitment to
renewable energy and supports NBN Co's ambition to achieve 100% renewable electricity purchases by December 2025.
Spanning a vast 260 hectares and adorned with approximately 127,000 solar panels, the Wyalong Solar Farm stands as a symbol
of sustainable energy generation. Its capacity is substantial, producing enough electricity to power the equivalent of 27,000
Australian homes. NBN Co has entered into a contract to acquire approximately 90 Gigawatt hours per annum, representing 62%
of the solar farm's anticipated output. This strategic move bolsters NBN Co's drive to fulfill its goal of sourcing exclusively
renewable energy by the end of 2025.
The successful realization of the Wyalong Solar Farm, operated by MYTILINEOS Energy & Metals, is the result of NBN Co's first
Renewable Power Purchase Agreement (PPA). Established in Greece in 1990, MYTILINEOS Energy & Metals is a multinational
company with a consolidated turnover of €6.3 billion and EBITDA of €823 million. Since its entry into the Australian market in
2019, MYTILINEOS has acquired, developed, and constructed multiple renewable energy and energy storage projects across
Australia. This aligns with MYTILINEOS' global Renewable Energy Sources portfolio, which currently exceeds 13GW in various
developmental stages. In Australia, the portfolio comprises six sites in New South Wales and Queensland, each with capacities
ranging from 30 to 110 MW.
The construction phase of the Wyalong Solar Farm generated approximately 150 local jobs, providing a significant boost to the
local economy. As the facility transitions to full operational status in the coming months, it will play a pivotal role in facilitating
greater penetration of renewables into the grid. This contribution aligns with Australia's national target of achieving 82%
renewable energy penetration into the grid by 2030, a crucial milestone on the path to achieving net-zero emissions by 2050.
5 October 2023 – MYTILINEOS Energy & Metals announces the signing of an EPC contract for a 373MW solar park in the United
Kingdom (UK) with Quinbrook Infrastructure Partners, a specialist investment manager focused exclusively on lower carbon and
renewable energy infrastructure investment and operational asset management in the US, UK and Australia.
Specifically, the project is Cleve Hill Solar Park and it is currently the UK’s largest consented solar project. It is situated in the area
of Kent and is expected to be complete in early 2025. The contract value for MYTILINEOS amounts to £114,092,640.11.
MYTILINEOS will undertake the Engineering, Procurement and Construction (EPC) of this solar park, that will produce 373.922
GWh of renewable electricity per year, enough to meet the needs of over 100,000 UK homes, displacing more than 164,450 of
CO2 emissions. The project will additionally be boosted with a battery storage system.
MYTILINEOS is already established in the United Kingdom as a top Energy Contractor having constructed and commissioned more
than 439 MW solar projects, with a vast portfolio of 732 MW/1.18 GWh Battery Energy Storage Systems (BESS) that support
increased penetration and optimization of the operation of renewables into the energy mix.
Further to the BESS projects that MYTILINEOS is constructing in the UK the Company has recently signed a contract for the EPC
of Tiln BESS in Nottinghamshire for long time business partner Lightsource BP with a 25MW capacity and 50 MWh of Lithium
Batteries that is expected to be completed by January 2024.
Additionally, as the Company consolidates its position in the UK and Ireland, it aims to support both countries’ goals for
decarbonization. Thus, it has developed and currently has under construction a pipeline of 356 MW solar projects, while it
continues to seek for the further development of RES projects.
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A recent example is a contract EPC in Warwickshire for a 27.91MW solar park for specialist asset manager Gresham House. The
project is expected to start construction imminently with completion expected during early 2024.
Apart from the UK, MYTILINEOS is constantly expanding in new countries, applying its strategic goal for internationalization, and
advancing the capacity of its RES portfolio, which now consists of 13.3 GW of projects in various stages of development.
The Company has also energy storage projects at an early stage of development, with a maximum injection power of ~1.3 GW.
10 October 2023 - As a global manufacturer and contractor of solar energy and energy storage projects, MYTILINEOS Energy &
Metals is already enriching its portfolio on all 5 continents and is rapidly expanding its know-how. The Company is providing
reliable solutions across the project development spectrum, from standalone projects to complex hybrid systems.
In Europe, MYTILINEOS shows unparalleled responsiveness while designing and implementing high-quality projects. A great
example of its development strategy is its presence in Spain, as it is one of the most important markets for Solar PV in Europe,
with significant capacity increase targets. In 2022, MYTILINEOS and Aquila Capital, a sustainable investment and asset
development company, signed an agreement for the sale of a 100MW solar portfolio in the South of Spain. The solar plants, Jaen
and Guillena, each with 50 MW capacity are located in Andalucia.
Specifically, Jaen project has recently reached Commercial Operation Date (COD) and Provisional Acceptance. The project was
developed by MYTILINEOS and sold to Aquila. This facility will produce 94 GWh of electricity, which is enough power to supply
more than 24,400 homes and avoid the release of 24,000 tonnes of CO2 into the atmosphere each year. On the same portfolio,
project Guillena has also reached COD. Respectively, the project will produce 102 GWh of electricity, which is enough power to
supply more than 26,000 homes and avoid the release of 25,500 tonnes of CO2 into the atmosphere each year.
Furthermore, the Company is strengthening its market position in Spain, by executing EPC contracts for two solar parks;
Manzanares 90MW for the investment group Nexwell and Badajoz 50MW for global solar Independent Power Producer Sonnedix,
respectively. The Badajoz project has also reached COD and Provisional Acceptance. The solar project of 50MWp capacity is
expected to produce approximately 102GWh per year, which is the equivalent of powering more than 30,000 homes with clean
electricity and avoiding approximately 16,000 tons of CO2.
MYTILINEOS has a long-time presence in the Iberian country, and recently completed also a 28MW solar project, which is now
connected to the grid and received a Provisional Acceptance Certificate (PAC) with the capacity to produce some 53,000 MWh
of electricity per year. The project was since 2021 under an agreement with Ellomay Solar and it included engineering,
procurement, and construction. This was the second contract of MYTILINEOS with Ellomay Solar, as the Company has successfully
delivered the EPC of the 300 MWp solar plant “Talasol”, one of the largest mega-projects built in Europe.
The total capacity of MYTILINEOS’ RES portfolio, which consists of projects in several countries and various stages of development
of more than 13 GW, is accelerating.
Additionally, MYTILINEOS has energy storage projects in Greece & Italy at an early stage of development, with a maximum
injection power of ~1.3 GW.
16 October 2023 – MYTILINEOS Energy & Metals announces the signing of a Memorandum of Understanding (MoU) with South
Korean SK E&S CO., LTD (SK E&S) an international company that can organically connect renewable energy, clean hydrogen,
energy solutions, and the LNG business, in order to explore means of cooperation in the energy sector.
Specifically, under the MoU, both Companies agree to cooperate in the following sectors:
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business opportunities in the gas value chain including LNG trading and gas-to-power projects;
business opportunities in the renewable energy sector; and
other business opportunities in the energy sector according to their respective strengths and capabilities with the aim of
optimizing synergies.
MYTILINEOS is one of the few European companies that have successfully entered the Asian market with the construction of a
1.55MW Solar PV project in Yangpyung-gun. The Yangpyung-gun project annually generates approximately 2,000 units of
renewable energy certificates (RECs), which are sold to SK Corporation under a 20-year offtake agreement (PPA).
Furthermore, MYTILINEOS is actively involved in the construction and commissioning of several PV projects with a combined
capacity of 26MW in different provinces, including Jeollabuk-do, Gyeongsangnam-do, and Chungcheongnam-do. These projects
hold long-term PPA contracts with one of the subsidiaries of South Korean conglomerate GS Corp.
Additionally, MYTILINEOS is engaged in the development of several large-scale PV projects in South Korea, such as a 16MW
project in Gonam-Myeon, Taean County, a 100MW project in Hongseong-gun, Chungcheongnam-do, and a 200MW project in
Jangheung-gun, Jeollanam-do. Moreover, the Company is actively developing onshore and offshore wind projects across various
regions, with a combined capacity exceeding 350MW.
MYTILINEOS is firmly committed to sustainability and energy security by expanding its presence in the Asian Pacific energy and
renewable energy sources (RES) market, following successful operations in Europe, Latin America, and Australia.
SK E&S, since its inception as a city gas holdings company in 1999, has made strides to become Korea’s No.1 private LNG company,
completing its LNG value chain that embraces the whole world. It is the only company with the full capacity to create synergies
among four core businesses: Low-carbon LNG, Renewable energy, Hydrogen, and Energy Solution. Based on these key businesses,
the Company will make a transition to its unique Green Portfolio. And the transition will enable it to present viable ways to reach
Net Zero, thereby putting it on course for evolving into a global leader in the green energy sector.
18 October 2023 – MYTILINEOS Energy & Metals joins the global elite of companies with high sustainability performance, securing
the "AA" excellent rating for Environmental, Social and Governance (ESG) practices in the Morgan Stanley Capital International
(MSCI) index.
This significant achievement came just one year after MYTILINEOS’ entry into the MSCI ESG index and demonstrates the high
level of Sustainable Development practices applied by the Company.
Together with this distinction and the entry in the Dow Jones Sustainability (DJSI) Emerging Markets Index at the end of 2022,
MYTILINEOS is now among the top companies leading the way in ESG best practices globally. MYTILINEOS Global Leadership
position is confirmed through its presence in the top 10% of companies in its sector and in other internationally recognized ESG
Raters such as: Sustainalytics, ISS Quality Score, S&P Global, Refinitiv, FTSE, EcoVadis, ESG Book, Bloomberg & Ideal Ratings.
According to MSCI's ESG assessment report, the company's rating upgrade is mainly driven by the following improvements:
a) Occupational Health & Safety management practices: To mitigate the relevant risks, the Company has set central accident
reduction targets covering both direct and indirect employees and has a certified Health & Safety management system in
accordance with ISO 45001 in almost all its production plants.
b) Corporate Governance practices: The company has an independent board majority and fully independent key committees,
which can support the oversight of financial reporting and remuneration policies, strengthening management oversight.
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c) Specialization and focus in "green" projects: The Company's construction divisions and part of its power generation activities
are focused on building sustainable infrastructure and renewable energy projects, while also setting new targets for increasing
clean technology investments (e.g. expansion of solar and wind power generation).
ESG Ratings from MSCI ESG Research are designed to measure a company’s resilience to financially material ESG risks. The MSCI
ESG rating is one of the most popular global indices valued in global capital markets. The rating results form an important basis
for the Investment Decision-Making process among the Global Institutional Investors.
31 October 2023 -MYTILINEOS was selected, following a tender process, for the Engineering, Procurement and Construction (EPC)
of eight solar PV projects with a total installed capacity of 490 MWp, located in Western Macedonia Region, for METON Energy
S.A - a joint venture of RWE Renewables Europe & Australia (51%) and PPC Renewables (49%).
The construction of all projects is underway and is expected to be completed by the end of 2024. The solar PV projects will be
installed in parts of the wider area of the former Amynteo lignite mine and consist of the following standalone projects:
Filotas (18 MWp),
Rodonas (56 MWp),
Perdikkas 7 (40 MWp),
Anargiroi 3 (24 MWp)
Oricheio Lakkia (72 MWp)
Anargyroi 1 (40 MWp)
Amynteo 2 (105 MWp)
Perdikkas 5 (135 MWp)
MYTILINEOS, through its Energy Sector and in particular through M Renewables, has become a leading integrated developer
internationally, undertaking complex energy projects across the spectrum of solar energy, both to meet its own needs and for
projects for third parties.
At the same time, the company is constantly expanding into new countries and markets, true to its internationalization goals,
while promoting its dynamic RES portfolio that now consists of more than 13 GW worldwide.
28 November 2023 - As MYTILINEOS is continually expanding in Australia, embedding its strategy on sustainable development
and renewable energy, it continues to secure long-term offtake agreements for its solar PV projects, securing revenues and
establishing new high edge partnerships.
The latest asset currently under development by MYTILINEOS’ M Renewables sub-segment is the 150MW- Munna Creek Solar
Farm, located in Queensland, Australia.
Munna Creek is projected to generate enough clean energy to power around 41,000 homes, contributing to Australia's efforts to
achieve 83% renewable energy by 2030 and help accelerate the country’s transition to a more sustainable energy alternative.
MYTILINEOS has recently signed a green PPA with Telstra, Australia’s leading telecommunications and technology company for
half of the Munna Creek solar farm’s output. This is the first collaboration with Telstra and a big milestone for the project which
has already commenced construction works on the solar farm in the third quarter of 2023.
A second PPA for Munna Creek is already secured with existing offtake partner NBN Co, the Australian Government owned
national broadband wholesaler, for 20% of the solar farm’s output. MYTILINEOS established their business relationship on
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Wyalong solar farm, with a long term PPA, set to aid NBN’s commitment to purchase 100% renewable electricity by December
2025. In the forthcoming years, the locality of Munna Creek will become a central hub for the generation of clean and green solar
power for Queensland homes. Furthermore, it will be capable of producing electricity for around 50,000 homes.
Since 2019, when MYTILINEOS first entered the Australian market, it has acquired, developed, and constructed several projects
of renewable energy and energy storage, as part of its global Renewable Energy Sources portfolio, that now exceeds 13 GW. The
Australian portfolio currently includes six sites located in New South Wales and Queensland, each between 40 and 110 MW.
12 December 2023 – MYTILINEOS Energy & Metals and GE Vernova’s Grid Solutions business announced that they have been
awarded a £1bn contract by National Grid Electricity Transmission and SP Transmission, part of SP Energy Networks (SPEN), for
the United Kingdom’s first high-capacity east coast subsea link.
Specifically, the consortium of GE Vernova and MYTILINEOS was selected to supply and construct two High-Voltage Direct Current
(HVDC) converter stations, for Eastern Green Link 1 (EGL1). EGL1 – a joint venture of National Grid Electricity Transmission and
SP Transmission - will oversee the construction of a 525kV, 2GW bipole Voltage-Sourced Converter (VSC) and HVDC subsea
transmission cables from Torness in East Lothian, Scotland to Hawthorn Pit in County Durham, England, enabling the transmission
of renewable green energy to power more than two million homes across the UK.
GE Vernova, the consortium leader, and MYTILINEOS will provide the engineering works and technology for the two VSC HVDC
converter stations, which form the terminals for the HVDC cable and convert the direct current to alternating current enabling
the transmission of electricity onto the onshore transmission network. The HVDC cable system is expected to be approximately
190km in length. VSC is the most advanced HVDC technology. HVDC provides the most efficient and reliable means of transmitting
large amounts of power long distances subsea.The design phase will begin in January 2024. Construction will begin in 2025.
Under the contract, GE Vernova will supply its VSC HVDC technology from its facilities in Stafford, UK, including its second-
generation VSC valve and its state-of-the-art eLumina™ control system. eLumina™ is the industry’s first HVDC control system to
use a digital measurement system fully based on International Electrotechnical Commission (IEC) 61850.
MYTILINEOS will be responsible for engineering, procurement and construction of civil works, balance of plant and installation of
all equipment. MYTILINEOS' strategic focus on network development is imperative for the successful energy transition and
utilization of renewable energy potential globally. Through enhancing the capacity of the networks to transmit energy, stability
is increased and transmission systems are becoming more resilient. The Company has a significant track record in grid projects
including high voltage (HV) and ultra-high voltage (UHV) transmission Projects, such as Substations, Transmission Lines as well as
Grid stabilisation projects, which have been successfully implemented internationally, making it a reliable partner for
transmission and distribution network owners around the world. Furthermore, the high expertise of MYTILINEOS in the
management and worldwide construction of projects of such magnitude and complexity is key to a successful outcome that will
benefit thousands of people towards the net zero era.
Subsea links, particularly in the context of energy transition, play a crucial role in facilitating the development and integration of
renewable energy sources, improving grid stability, promoting international collaboration, and contributing to a more sustainable
and diversified energy mix. EGL1 is a key part of the new network infrastructure in supporting UK’s efforts for decarbonization
and security of supply.
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A. Executive Summary
MYTILINEOS considers risk management an integral part of business operations to identify risks and opportunities and ensure
business resilience. Enterprise risk management is integrated into our decision-making, market analysis, and business continuity
in order to continuously identify and assess existing and emerging risks and opportunities on a company and business level.
Moreover, our risk governance structure (see section: Risk Governance Pillar) ensures the independence of the Enterprise Risk
Management (ERM) Division, provides the communication and reporting lines to escalate significant risks and analyze our risk
profile, promotes close collaboration of the ERM Division with Risk Owners and other internal assurance providers and establishes
the roles and responsibilities of all parties that participate in the risk management practices.
In addition, at MYTILINEOS, the establishment of a strong risk culture is an essential aspect of our risk management practices,
that promotes risk behaviors, pervades our willingness to accept risk, determines clear roles in risk management, and educates
personnel on matters related to risks, opportunities, and controls (see section: Risk Culture Pillar).
To achieve the purpose and mandate of risk management, the ERM Division has a set of policies and processes that cover the
risk management life-cycle and are available to all MYTILINEOS personnel (see section: Enterprise Risk Management Framework
Pillar).
The three pillars (Risk Governance, Risk culture, and Enterprise Risk Management Framework) work in harmony in order to
identify, assess, and manage the variety and complexity of MYTILINEOS risks that could potentially have a severe impact on
business development and growth, sustainable development, financial and operational performance, and reputation. Following
is a summary of MYTILINEOS Principal Risks as well as Emerging Risks. At MYTILINEOS, risks are considered dynamic, and their
effect could change depending on external and internal events that could trigger changes in the severity of the risk exposures.
For detailed analysis of Emerging Risks and Principal Risks see relative sections 4. Emerging Risks and 5. Principal Risks.
VIII. ENTERPRISE RISK MANAGEMENT
IX.
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B. Enterprise Risk Management Analysis
MYTILINEOS' mission, vision, corporate values, strategy, and the amount and type of risks it is willing to take to meet the business
objectives inform and shape the risk management principles of the company.
Enterprise Risk Management is an essential component of MYTILINEOS’ operations and is achieved through a multidimensional
approach which is based on three fundamental pillars: Risk Governance, Risk Culture and our Enterprise Risk Management
framework.
Through these elements, we achieve a comprehensive approach to the management of risks that affect our strategy, operations,
and business objectives. MYTILINEOS operations are affected by multiple risks, which may affect the business operations, the
financial performance, and the achievement of its strategic objectives.
1. Risk Governance Pillar
The foundation of sound enterprise risk management is a well-defined and established risk governance structure. At MYTILINEOS,
the risk governance pillar aims to promote the tone and expectations of senior management for risk management and risk
appetite across the business sectors and units, taking into account the vision, mission, corporate values, and business objectives.
Moreover, our risk governance structure is developed based on the legislative requirements and good practices, such as the three
lines model, to determine clear authorities, roles, responsibilities, reporting lines, oversight mechanisms and to promote a strong
risk culture and a common risk language across the organization.
1.1 Three Lines Model
By adapting and implementing the three lines model, MYTILINEOS has defined appropriate structures and roles in managing risk
related matters that facilitate strong governance and risk management.
The first line consists of Risk and Control Owners across our organization (Central Functions and Business Sectors), who are
responsible for the identification, assessment, management and monitoring of risks and act as partners to the ERM Division to
enhance the effectiveness of risk management practices that ERM designs. The ERM Division, as a second line function, supports
and challenges the first line by coordinating the implementation of risk management practices and provides expertise and
guidance regarding the severity of risks. The third line, our Internal Audit Division, is responsible for providing independent and
objective assurance over the adequacy and effectiveness of governance, risk management and internal controls.
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1.2 Risk Governance Structure
MYTILINEOS’ risk governance structure provides and distributes roles and responsibilities to establish an environment that allows
risk information to be communicated through top-down and bottom-up levels, promotes an adequate risk culture, and provides
the guidelines for effectively strengthening risk awareness across business sectors.
1.2.1 Elements of Risk Governance
A sound risk governance structure is essential for communicating the importance of risk management across the organization
and developing a framework for identifying, assessing, accepting, and avoiding risks while pursuing the achievement of
organizational objectives.
At MYTILINEOS, the importance of risk management, as well as the utilization of risk management outcomes, are supported
through a robust governance structure that includes the collective knowledge and expertise of the Board of Directors, the Board
Committee (Audit Committee) that provides deeper focus in areas such as risk management and the independent operations of
the Enterprise Risk Management Division and other internal assurance providers. The framework described below presents the
key components of MYTILINEOS’ risk governance structure in more detail:
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1.2.2 The Role of Enterprise Risk Management in Risk Governance
The Enterprise Risk Management (ERM) Division is responsible for the
design and deployment of the overall risk management framework across
the organization in order to identify and manage risks. The ERM Division is
independent from business functions and reports functionally to the Audit
Committee. The Head of the ERM Division promotes a set of principles that
are deployed through ERM Policy and ERM Process in order to ensure long-
term value creation, achieve business and strategic objectives and address
threats. Moreover, the values and the mandate of the ERM Division are
presented below:
A. Design, Add Value and Facilitate: The ERM Division develops the components of the Enterprise Risk Management
Framework (ERM Policy, ERM Process, Risk Appetite Framework), facilitates the execution of the risk assessment, and
proposes improvement opportunities to manage effectively and respond to risks and risk events.
B. Monitor, Report and Train: The ERM Division monitors risk exposures across the organization, adherence to the risk
framework and escalates the most significant risk exposures and control issues to Audit Committee and senior
management. Moreover, the ERM Division through risk initiatives educates and trains MYTILINEOS’ senior management
and personnel in matters related to risk and controls.
Moreover, the ERM Division collaborates with other assurance/risk providers within the organization in order to establish a
common risk language, common perspective regarding risk and opportunities and to strengthen risk awareness. More specifically,
the ERM Division cooperates with the Internal Audit Division, the Compliance Division, the Sustainable Development, and the
Information Security Officer. Finally, the operations and methodologies of the ERM Division are audited by the Internal Audit
Division of MYTILINEOS as well as by an independent auditor every three years based on the Internal Control System Assessment
framework of the Hellenic Capital Market Commission.
1.2.3 Enterprise Risk Management and Internal Control System
MYTILINEOS to effectively manage risks has developed an internal control system that consists of a set of policies, processes,
standards and rules in order to promote the principles, the expected inflows and outflows of business process and the controls
that should be performed to ensure the accuracy and completeness of information. The internal control system strengths the
awareness for risk management and provides the opportunities to enhance the operations and performance. Finally, the internal
control system assessment methodologies followed by the Internal Audit Division and the Enterprise Risk Management Division
consider the principles of the COSO Internal Control-Integrated Framework (2013).
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2. Risk Culture Pillar
Risk Culture establishes the foundation regarding the behaviors within the organization that influence the management of risk,
taking into account its size, nature and complexity. MYTILINEOS promotes a risk culture to support informed decision-making
across the organization, and ensure acceptable behaviors, transparency, awareness, risk taking and risk management. The risk
culture of MYTILINEOS consists of attributes that aim to develop the set of behaviors that influence risks and impact outcomes.
2.1 Tone from the Top
The Board and Executive team establish the appropriate risk behaviors through the provisions, communication, and acceptance
of the Code of Conduct Principles by all personnel. Moreover, business values and behaviors are articulated through specific
policies such as Conflicts of Interest policy, Whistleblowing Policy, Antifraud, Anticorruption & Antibribery Policy.
Moreover, MYTILINEOS promotes risk consciousness across business operations through various initiatives that aim to capture
and assess projects'/contracts' viability. More specifically, MYTILINEOS has implemented the Large Project Risk Management
(LPRM) Framework to evaluate specific risks and financial dimensions for decision-making and pursuing business opportunities.
2.2 Risk Appetite
MYTILINEOS considers an effective risk appetite framework as a strategic tool to enhance and promote a strong risk culture. The
risk appetite framework is developed with the participation of all executive members who share their views, business, and market
knowledge to formulate the risk appetite statements, taking into consideration MYTILINEOS’ corporate values and strategic
objectives. As a result, the risk appetite is aligned with our strategy and stakeholders' perspectives and provides guidance to
management regarding the types and levels of risk the organization is willing to pursue to achieve its business objectives and
maximize shareholder value. Finally, the Board of Directors approves the qualitative and quantitative risk appetite statements.
2.3. Risk Accountability & Transparency
Roles and responsibilities for risk management are clearly articulated and understood by risk management participants across
the ERM framework and include accountabilities and expectations of all risk members (Board, ERM Division, Risk Owners etc.).
Risk transparency is enabled by comprehensive risk reporting, including the analysis of inherent and residual risk levels,
aggregated views of risks, and analysis of principal risks to inform stakeholders regarding the effect of risks in the business
objectives, the present risk treatments that are part of the company’s internal control system and the additional treatment
actions in order to enhance the management of key risks taking into account the risk appetite framework. Finally, risk-related
issues are communicated to internal stakeholders (e.g., Audit Committee) from various sources, including internal audit reports
and key findings, complaints, breach monitoring and reporting, etc.
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2.4 Risk Awareness and Training
Risk awareness and training reinforce the risk culture across the organization. The formal policy and the process of the ERM
Division are available to all employees through MYTILINEOS’ intranet and include communication lines amongst the ERM Head
and the Risk Owners. Through these communication lines, involved parties are able to propose new risks, reassess existing risks,
discuss risk and control concerns and share ideas to enhance the overall risk management process and practices.
Also, the establishment of the risk appetite framework works as a guide towards risk awareness due to the fact that this
framework defines the risk behavior of the company towards the pursue of strategic, business, operational and financial
objectives.
Additionally, in order to embed a risk culture across the organization, the ERM Division conducts formal and informal training
sessions for risk management participants (e.g., Risk Owners etc.) and risk stakeholders about the concepts of risks and controls.
The aim of these training sessions is to increase the participants’ awareness regarding the importance of risk management
practices as a tool to achieve the organizational objectives, to identify areas of improvement and to strengthen the management
of risks. Moreover, the ERM Division, based on the yearly internal review identifies improvement opportunities in the areas of
assessment, prioritization and reporting packages. The ERM Division conducted formal discussions with the Non-Executive
Members of the BoD in order to discuss the current and future developments of the risk management practices across the risk
life cycle, to present the outcomes of the adjustments to risk management methodologies and obtain feedback.
It should be noted, that risk related trainings are conducted in other occasions such as during the onboarding process of new
employees in which risk matters related to current/emerging topics (e.g., GDPR, Security) that may arise and should be brought
to the attention of new joiners. Moreover, training sessions are conducted in order to increase the awareness of personnel to
cyber risk, to educate the personnel on cyber threats and methods that may lead to cyber vulnerabilities. Finally, training sessions
are conducted for liable persons on matters such as conflicts of interest, antitrust etc.
2.5 Risk Coordination
Risk coordination amongst internal assurance providers, the business sectors and central functions is fundamental to promoting
a strong risk culture that encompasses a common understanding of the risk and control elements.
More specifically, common risk terminologies, categories, and ratings are established between the ERM Division, the Internal
Audit Division, and the Information Security Officer to enhance the alignment of assurance functions, establish a common risk
language, and provide Executive and Senior Management with a transparent and fair view of risks and their impact on the
organization. Moreover, the Internal Audit Division leverages the work of the ERM Division to prioritize the auditable units, assess
the design and effectiveness of related controls, and provide the Executive and Senior Management of MYTILINEOS with an
overall assessment of the internal control system.
In addition, MYTILINEOS has established a consultation process to monitor the development of new policies and procedures
effectively in order to review and assess their completeness, accuracy, and interrelationships. Through this process, the
executives of Central Functions and Business Sectors propose changes and approve the final/revised version of policies and
procedures. The ERM Division participates in the consultation process to provide advice on the related risks as well as on relevant
controls that could be included in the various stages of the procedures. Additionally, for the efficient operation of the consultation
process, the Company has developed the "Digital Consultation App" platform to monitor and approve new (or updated) policies
and procedures.
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3. Enterprise Risk Management Framework Pillar
Our ERM Framework aims to establish a streamlined process for the identification, assessment and reporting of risks that includes
defined roles and responsibilities, risk terminology, assessment criteria, tools for the documentation of risks, as well as escalation
and reporting lines.
3.1 Our ERM Process
Our ERM process has been developed with the aim of fitting the structure and objectives of MYTILINEOS. The process
incorporates elements and principles of ISO 31000 and COSO ERM to establish a strong and dynamic risk management
framework.
More specifically, MYTILINEOS' risk management cycle incorporates corporate inflows such as corporate values, business
objectives, willingness to accept exposures to the pursuit of business objectives, and market conditions and produces risk
outcomes that provide the necessary information to the Executive team to direct resources (human and capital) to manage the
risk uncertainties. In more detail the components of the risk management cycle:
Establishment of Context: Establishing the context helps clarify the objectives and scope of the activity for which the risk
assessment is being conducted, identify the stakeholders and subject matter experts, understand the organization’s internal and
external environment and define the set of criteria against which the identified risks will be assessed / measured.
Risk Identification: Through the identification of risks, we recognize areas of uncertainty and potential events that could enhance
or prevent the achievement of the organization's goals. MYTILINEOS conducts risk identification to produce a comprehensive list
of risks through various methods and assigns each risk to a Risk Owner to promote and ensure accountability.
Risk Analysis: The identified risks are analyzed and assessed, considering the risk criteria in terms of impact, probability and the
design of the internal control system aiming to calculate the inherent and residual risk levels.
Risk Evaluation: The evaluation of risks has two dimensions. The first dimension supports the prioritization of risks to determine
the most significant risks for the company. The prioritization of risks considers both the inherent and residual risk scores to
identify significant tail risks with emphasis on risk materiality both before and after implementing mitigation actions. The second
dimension of the risk evaluation involves comparing the risk results with the risk appetite levels to consider the need for
treatment.
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Risk Treatment: MYTILINEOS determines the appropriate risk response or combination of responses to effectively manage its
risk exposures according to the organization’s risk appetite as well as the level of the risk rating of each identified risk. Responses
manifest themselves as series of initiatives or projects and are the responsibility of the risk/business owners.
Monitoring & Review: MYTILINEOS analyzes risk trends since factors that may affect the impact and probability may change, as
may factors that affect the appropriateness of the internal control system or the design of the risk treatment plans. Moreover,
we monitor the status of risk treatment, and we reassess at regular intervals the performance of the ERM Framework to identify
potential improvement opportunities.
Communication & Consultation: MYTILINEOS plans and implements communication activities related to the ERM Framework
aiming to maintain open and dynamic communication with Risk Owners as well as frequent reporting to Senior Management and
the Audit Committee. Communication and consultation include bringing different areas of expertise together, ensuring different
views are considered when defining risk criteria and assessing risks, providing sufficient information to facilitate risk oversight,
and promoting risk awareness and understanding of risks.
3.2 Frequency of Risk Assessment Process
MYTILINEOS conducts and monitors the evolution of risk exposures through the risk assessment process at least yearly, or when
events constitute a crisis, an ad hoc ERM cycle will be performed if decided as necessary.
3.3 Our Risk Universe
The identified risks are classified into five (5) categories Strategic, Market, Operational, Financial, Legal & Regulatory &
Compliance, as presented below.
Strategic
Risks that may offer benefits to the organization or threats that may arise
from adverse business decisions, poor implementation and execution of the organization’s
strategy, or lack of responsiveness to strategic plan deviations caused by external or internal
factors.
Market
Risks that may arise from failure to identify factors relating to macroeconomic and
sociopolitical conditions that will affect the ability of the organization to maintain or increase
its revenue and profitability in a specific business environment.
Financial
Risks that may arise due to ineffective management of financial markets’ volatility and
incorrectly, miscalculated, omitted, or misrepresented financial information to external users
such as investors and regulators, or internal stakeholders.
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Operational
Risks that may arise from inadequate or failed internal processes or systems, or ineffective
human resource management, or from external events.
Legal & Regulatory & Compliance
Risks that may arise from ineffectively managing regulatory and legal risks
and failure to comply with internal procedures resulting in regulatory censure, adverse
financial or reputational impact.
4. Emerging Risks
MYTILINEOS identifies and monitors emerging risks through various channels such as Management Committees and reports from
specialized consultants on new trends and risks. Moreover, risks that are already identified and captured through the streamlined
risk management processes and could possibly have a high impact for the organization in the long-term, are considered as
emerging risks that require attention and close monitoring from the ERM Head and Senior Management. The emerging risks
identified by Senior Management of MYTILINEOS that could affect the company in the upcoming years are:
1. Risk Title: Application and adoption of emerging technologies and intelligent solutions
A. A. MYTILINEOS Risk Category: Strategic
B. B. World Economic Forum Risk Category: Technological
C. C. Risk Analysis: Emerging technologies and new intelligence solutions that change the landscape and business environment
of MYTILINEOS may have a multidimensional effect on the organization. More specifically, exciting new technologies with
various applications to the Energy and Metallurgy Sectors impose opportunities to strengthen the leading and diversified
position of MYTILINEOS as well as risks regarding the proper assessment, feasibility, and utilization of these emerging
solutions. In more detail, a variety of intelligence solutions have emerged with applications to MYTILINEOS business objectives
such as carbon capture, utilization and storage solutions, utilization of hydrogen, smart cities and AI and machine learning
platforms for energy trading activities, forecasting of renewable energy, energy storage, mining, etc. As a result, factors that
can create uncertainty about the risk arise such as the evolution and maturity of emerging technologies, the mapping of the
emerging technologies universe, the correlation and prioritization with MYTILINEOS objectives, the ability to conduct proof of
concept, and the assessment of the economic feasibility of these solutions.
Finally, the risk could disrupt the company's business and financial targets, affect its ability to innovate and lead with new
solutions/offerings, its global footprint and brand, the opportunities to attract specialized new skills, and the ability to be
competitive.
D. D. Risk Treatment: MYTILINEOS has taken a strategic approach to emerging solutions and innovation that includes the
monitoring and assessing of technology trends, the planning and execution of in-house innovation/transformation programs
to test new technologies (e.g., Smart City Project of Aspra Spitia), the assessing of business opportunities to participate in pilot
or small-scale projects to evaluate the economic feasibility, alliances/partnerships with other companies etc.
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Finally, MYTILINEOS, in order to assess the applicabilities and attract specialized skills, proceeded with the spin-off of a digital
startup that aims to leverage data and AI to design intelligent solutions for energy and metal companies.
2. Risk Title: Extreme and unpredicted weather events and natural disasters
E. A. MYTILINEOS Risk Category: Strategic
F. B. World Economic Forum Risk Category: Environmental
C. Risk Analysis: MYTILINEOS operations face the threat of unpredicted natural and weather events that may disrupt
operations, damage assets, create losses, and affect the local communities in which the company operates. The impact and
velocity of these types of events indicate that there is a trend that uncontrollable events will continue to appear and will
require the attention of MYTILINEOS senior management.
More specifically, the risk from severe weather events (wildfires, floods) and natural events (earthquakes, landslips) may
impair the capability of the company to sustain critical operations such as the operations of the thermal power units and the
refinery, the ability to meet the contractual obligations for services and products as well as lead to damages to project
equipment, litigations costs, and operating costs to manage the risks.
A. D. Risk Treatment: To manage extreme weather and natural events, MYTILINEOS adopts approaches that include insurance
coverage, identification of possible vulnerabilities and action plans (ex-ante and ex-post such as reinforced constructions),
and crisis management framework, with clear roles, responsibilities, and escalation protocols for managing unpredicted
events.
5. Principal Risks
5.1 Identification of Principal Risks
MYTILINEOS operations are suspectable to internal and external events that may create upside or downside risks. Through our
comprehensive enterprise risk management framework, we identify and assess these events in order to gain a holistic and fair
view of risks and understand how these risks can materially and adversely affect our future performance, strategy and reputation.
Moreover, the risk assessment results are further elaborated to identify the principal risks based on our robust prioritization
exercise that aims to highlight risks that have significant exposure before and after implementing mitigation actions.
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The results of our risk prioritization exercise to identify principal risks are presented below. Risks that are close to the center of
our prioritization diagram are considered as Principal risks:
5.2 Analysis of Principal Risks
The principal risks are timely identified and closely monitored and analyzed so that appropriate mitigation actions, in line with
our risk appetite, can be taken. An analysis of the principal risks that MYTILINEOS faces including the description and potential
threats of each risk, the root causes/factors that contribute to the materialization of the risk, MYTILINEOS’ appetite for each risk,
the evolution of the risk severity, and related mitigation actions are presented below.
A. Market Risks
The following section provides an analysis of principal market risks:
1. Geopolitical
Risk Trend
A. Definition:
Social, political factors or trade barriers within a
market environment may affect the organization's
investments and ability to market, sell and provide
products and services. Through its business
activities that expand in five continents,
MYTILINEOS is exposed to a wide and
everchanging geopolitical environment that could
D. Risk Analysis:
MYTILINEOS’ activities, access to markets or operational continuity may
be disrupted due to political instability, including terrorism, war, crime
and social unrest. Furthermore, increased changes in policies,
regulations and legislations, short-term changes in demand and/or trade
requirements could potentially impact key markets for MYTILINEOS’
products, projects and services.
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potentially threaten the organization’s activities
and reputation.
Moreover, current geopolitical developments such as military and trade
conflicts could affect the business plans, the investment decisions and
create disruptions to operational plans and the supply chain of raw
materials and equipment.
E. Risk Treatment and Mitigation:
MYTILINEOS has developed specific policies and processes for the
assessment of Geopolitical Risk exposure but also for the
implementation of risk mitigation plans. More specifically, MYTILINEOS
deploys the following instruments/tools:
I. In-house comprehensive Geopolitical risk assessment
II. Legal pre-contractual assessment
III. Ensuring favorable contractual terms
IV. Financial and insurance instruments
V. Safety and security measures for personnel and premises.
MYTILINEOS continuously monitors and assesses the geopolitical
environment of each country it has operations, in terms of security,
political stability and regulations, to identify any emerging geopolitical
risks and/or monitor the development of existing ones. Moreover,
MYTILINEOS conducts thorough review of the geopolitical environment
and accompanied risks when considering expanding its activities in new
countries. More specifically, multidivisional working groups are formed,
which in collaboration with specialized consultants, assess the type and
severity of the risks that MYTILINEOS may be exposed to (political, credit,
health & safety, tax, supply chain, etc.). As part of the assessment, local
visits may be conducted to countries of interest to further examine the
expansion opportunities. The assessment is followed by the
development of corresponding risk management strategies that are
evaluated in relation to the benefits presented by the expansion of
activities to arrive to an informed decision that considers the Geopolitical
Risks involved. MYTILINEOS has developed a strategy for actively
engaging with key stakeholders in the countries the organization
operates, such as governments and regulators, aiming to achieve
continuous monitoring of the situation in each country and assist in the
socio-economic development of the countries through various initiatives.
B. Risk Appetite Statement:
We have activities in various countries with less
stable political and economic environments, and
possible restrictions imposed after the initiation of
projects / investments. We are willing to accept
medium levels of Geopolitical Risk in pursuit of our
strategic objectives and stakeholders’
expectations, maximizing the shareholder value
and ensuring, in any case, that we monitor and
assess the factors that may impact our risk
exposure and respond efficiently, where possible.
C. Main Root Causes / Factors:
1. Political instability in relevant countries (e.g.,
Libya, Ghana) that the organization operates
in.
2. Embargos of gas-producing countries may
affect the organization's strategic,
operational, and financial targets.
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2. Macroeconomic
Risk Tend
A. Definition:
The organization does not plan for or manage
fluctuating macroeconomic factors (e.g., inflation,
GDP, economic growth, stability) leading to
financial loss.
D. Risk Analysis:
Through its business activities that expand in various economies,
MYTILINEOS is exposed to a wide range of macroeconomic trends and
factors that could potentially threaten the organization’s activities and
financial viability/stability.
MYTILINEOS could face negative impacts due to significant reductions
in customer spending or delays of investment plans, inflationary
pressures that affect the underlying cost base and margins, political
instability and aggressive monetary and/or fiscal policies that may
adversely affect the organizational objectives.
More specifically, a variety of macroeconomic indicators may alert the
business and financial targets, e.g. an increase in unemployment rates
could negatively affect demand/default rates in retail businesses,
primary surplus can have an impact on public investments and demand
for infrastructure projects, high interest rates may affect the overall
financial goals of the business since the interest rate increase aims to
slow economic activity and is likely to lead to lower demand for goods
and services as well as to increase the borrowing costs making credit
and investment more expensive and having an impact on the overall
liquidity.
E. Risk Treatment and Mitigation:
MYTILINEOS primarily operates across various geographies, economies
and industries (Energy and Metals), thus has a balanced portfolio that
ensures resilience and future profitability, since the organization is less
exposed to adverse economic developments in a single geography or
industry.
MYTILINEOS continuously monitors the macroeconomic environment
through monthly meetings of the Business Sectors
Committees/Councils (Energy and Metallurgy) and the Financial
Committee where relevant developments are presented and
discussed.
MYTILINEOS monitors, through various channels, the current and
estimated developments in the market, the macroeconomic variables
and the accompanied macroeconomic risks (e.g., macroeconomic
stability of a country, inflation fluctuations, monetary policies), that
B. Risk Appetite Statement:
We are exposed to dynamic domestic and global
macro-economic factors, and we operate in
possible high-risk countries. We are willing to
accept medium levels of Macroeconomic Risk,
ensuring in any case that we monitor and assess
the factors that may impact our financial position
and respond efficiently where possible.
C. Main Root Causes / Factors:
1. Failure to identify and react to dynamic
macro-economic factors may negatively
impact investments, revenue, and
profitability.
2. Local and national political-institutional
change may affect the attitude towards the
organization.
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could potentially create the need to adapt the organization’s actions
both in production and investment levels.
Furthermore, MYTILINEOS integrates macroeconomic metrics and
forecasts in its five-year business plan to examine the viability of
projects and future opportunities against a range of associated
variables (e.g., prices, costs).
3. Energy Supply
Risk Trend
A. Definition:
The organization does not plan and manage
effectively the energy sources (electrical power,
natural gas etc.) in terms of quantity, pricing and
costs.
D. Risk Analysis:
MYTILINEOS’ operations could potentially be at risk due to high energy
prices and availability constraints caused by disruptions in the energy
market.
Potential failure to effectively plan and manage the energy sources
(electrical power, natural gas, etc.) in terms of quantity, pricing, and
costs could lead to delays and disruptions in the production process of
the Metallurgy Sector, the participation of thermal units of the Energy
Sector in the energy mix, additional costs, and inability to achieve
operational and financial goals as well as client needs. Finally, the
ability to maintain a balanced mix of electrical power (RES vs Thermal)
is important to meet sustainability and financial targets.
E. Risk Treatment and Mitigation:
The Energy Council of MYTILINEOS continuously monitors energy
sources (electrical power, natural gas etc.) in terms of quantity, pricing
and costs. The Energy Council meets monthly to analyze the latest
developments in the energy sector and how they impact the
organization.
Moreover, MYTILINEOS, through the M Energy Generation &
Management business activity, establishes the principles,
methodologies, and practices for effectively managing energy supply.
More specifically, the business activity is staffed with personnel with
specialized skills and competencies and in-depth knowledge of the
energy sector in order to monitor the energy market, analyze the
competition, conduct statistical and analytical analysis on the energy
market for decision-making, forecast energy needs, design strategies
B. Risk Appetite Statement:
Our appetite for Energy Supply Risk is Medium. We
seek to ensure effective management of energy
sources, taking into consideration external factors
such as fluctuations in regional/global
supply/demand of natural gas and power.
C. Main Root Causes / Factors:
1. Fluctuations in regional/ global
supply/demand of natural gas may affect the
production and financial targets of the
organization.
2. Gas supply chain capacity shortages affecting
plant production.
3. Inability to source competitive electrical
power mix.
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for market bidding & power trading (withing the country and across
borders), and propose alternative solutions to manage the energy
generated by MYTILINEOS generation assets (thermal and RES) and
energy from 3rd parties PPAs.
MYTILINEOS participates in all wholesale energy markets to ensure
access to energy supply and develops and maintains a competitive
energy portfolio that consists of our group's existing assets (thermal,
RES) and a basket of 3rd party RES PPA contracts.
Moreover, MYTILINEOS, through the utilization of tailor-made energy
monitoring and forecasting tools, evaluates and assesses the
development of market prices to support the optimization of the
energy portfolio basket across the short-term and medium-term
horizons.
In addition, MYTILINEOS enters into long-term gas/electricity supply
agreements with counterparties that meet the organization’s criteria
regarding reliability and creditworthiness to ensure availability of
critical sources for its activities.
Finally, where feasible, MYTILINEOS hedges the energy prices’
fluctuation both with strategic and operational methods, using various
financial instruments, such as derivatives.
B. Strategic Risks
The following section provides an analysis of principal strategic risks:
4. Long-term resources availability
Risk Trend
A. Definition:
The organization does not monitor and manage
effectively the reserves and availability of critical
materials which may lead to issues on the
continuation of business operations.
D. Risk Analysis:
The demand and supply dynamics of long-term resources are closely
related to our ability to produce the expected economic output and
support social initiatives. Our business activities are dependent on the
expected supply of raw materials (e.g., bauxite) and energy sources
(e.g., natural gas) that can be affected by various external factors such
as competition, regulations, government policies, price speculation as
well as by internal factors such as production targets and operational
efficiency.
The availability, quality, and cost of critical raw materials and energy
sources affect the company's financial and operational targets. More
specifically, disruptions in the bauxite production or the bauxite supply
B. Risk Appetite Statement:
Our appetite for Long-term Resources
Availability Risk is Low. We seek to ensure
efficient and effective monitoring of critical
materials reserves and availability and plan for
future needs, taking into consideration possible
shortages affected by external factors.
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C. Main Root Causes / Factors:
1. Lack/shortage of Greek Bauxite reserves.
2. Ineffective monitoring of reserves to plan
for future needs and to develop synergies
with other companies.
3. Lack of natural gas reserves to meet
production targets.
in terms of type, concentration of iron minerals, and price could
negatively or positively affect the business objectives of the Metallurgy
Sector. Furthermore, the security and availability of natural gas are
paramount for the operations of thermal power units, the
uninterruptible Aluminium of Greece (AoG) operations, and
MYTILINEOS participation in the energy and gas markets. Disruptions in
natural gas supply (e.g., sanctions, tariffs) could negatively impact the
Energy sector targets and increase the operational and financial costs
to cover and procure the needed quantities.
E. Risk Treatment and Mitigation:
The Metallurgy Committee and the Energy Council of MYTILINEOS meet
monthly to monitor the market dynamics of the supply and demand of
critical raw materials and the development of energy markets
(electrical power, natural gas, etc).
MYTILINEOS, to ensure the supply of critical raw materials, has
developed a diversified portfolio of bauxite resources, including
“owned” mines (Delphi Distomon) and multi-year contracts with
companies to supply the required bauxite quantities.
In addition, technological and vertical integration investments to
strengthen the business objectives of Metallurgy are completed that
include: a) the development and installation of a new unit to process
tri-hydrated bauxite and b) the acquisition of the Imerys Bauxite that
will increase the bauxite production capacity.
At an operational level, MYTILINEOS has policies and processes for
developing, monitoring, and adjusting the annual procurement plan for
raw materials to business needs.
Moreover, MYTILINEOS secures the supply of natural gas that is the
source for the operation of thermal power plants to participate in the
energy market and ensure the uninterrupted operation of AoG through
a diversified network of natural gas counterparties and oversees and
monitors the natural gas market to react and adjust to market changes
and secure the supply of natural gas on favorable terms.
MYTILINEOS ensures the accessibility to electrical power in favorable
terms through a competitive energy portfolio comprising our group's
existing assets (thermal, RES) and a basket of 3rd party RES PPA
contracts.
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Finally, MYTILINEOS, in order to manage unexpected events such as grid
destruction or unavailability, has completed the installation and
gradual operation of a new direct line between H-Class and AoG Plant
to secure operations.
5. Investors
Risk Trend
A. Definition:
The organization does not communicate
effectively, accurately or timely with its investors,
threatening its relationships.
D. Risk Analysis:
Maintaining investor confidence (shareholders, bondholders, credit
rating agencies, analysts, financial institutions) is fundamental for senior
management and the corporate culture of MYTILINEOS in order to
demonstrate its ability to execute the business plan and meet
operational and financial targets.
Moreover, investor interactions and engagement efforts are essential to
maintaining a positive outlook for MYTLINEOS and expanding the
interest of new investors, in light of the volatility and challenges of the
global economy (e.g., fears of recession, volatility of stock markets, etc.)
and the existing and emerging investor requirements.
In addition, the regulatory bar continues to rise, increasing the effort to
comply with new regulations and the pressure on Investor Relations
personnel to ensure that relevant market information is released to all
interest parties.
The structure of shareholders (retail investors, institutional investors,
hedge funds, shareholders activists) and the information needed from
the investor segments are important to develop a communication and
response strategy and, thus, increasing the complexity and the effort to
meet the expectations of the investor community.
Finally, MYTILINEOS is exposed to significant media coverage with
regular articles and reports. Potential negative communications could
trigger significant investor impact; thus, monitoring business
articles/sites and formulating response strategies to negative
publications are crucial to managing investor(s) concerns.
B. Risk Appetite Statement:
Our appetite for Investors Risk is low. Our scope is
to provide clear, transparent, and timely
information to investors and build a trusted
relationship with them.
C. Main Root Causes / Factors:
1. Failure to report clear, transparent, and
timely information to investors.
2. Inability to anticipate and manage shifts in
the information investors expect.
3. Failure to monitor external media
communications that impact the
organization.
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E. Risk Treatment and Mitigation:
To manage its relationships with the investment community
(shareholders, bondholders, credit rating agencies, analysts, financial
institutions), MYTILINEOS has various initiatives to ensure timely and
transparent information to investors.
More specifically, MYTILINEOS develops and conducts an investor
meeting plan every year, including roadshows, one-on-one interactions,
and plant/facility visits to inform the investors regarding the business
developments and answer any questions about plans and targets. The
Investor Relations Division provides feedback to MYTILINEOS senior
management regarding the meetings’ outcome and the key points of the
investment community.
Moreover, the Investor Relations Division monitors the coverage by
financial analysts and reports to the Financial Committee key points for
discussion purposes.
Finally, MYTILINEOS frequently updates the corporate presentation that
is available via the company's website, which includes key financial and
sustainability targets as well as sector and segment analysis to inform the
investment community.
C. Financial Risks
The following section provides an analysis of principal financial risks:
6. Commodities
Risk Trend
A. Definition:
The organization does not plan or manage
unfavorable fluctuations in the price of
commodities leading to financial loss.
D. Risk Analysis:
MYTILINEOS operates in global markets and is exposed to commodity
price fluctuations that are market driven and determined by demand
and supply dynamics, economic growth, inventory balances,
speculative positions, regulatory affairs, government policies, etc.
Potential failure to plan or manage unfavorable fluctuations in
commodity prices could adversely impact MYTILINEOS’ future
financial performance.
More specifically, through its business activities, MYTILINEOS is
mainly exposed to risks arising from price fluctuations in Aluminium
(AL), Aluminium Oxide (OX) and raw materials, in natural gas, as well
as in CO2 emission allowances and scrap aluminium.
This type of exposure could negatively affect both revenues (e.g.,
metal prices at LME) and costs (e.g., natural gas prices).
E. Risk Treatment and Mitigation:
B. Risk Appetite Statement:
We are exposed to the volatility of specific
commodities and important raw materials and
services prices (e.g. Aluminium, Alumina,
Natural gas), which are influenced by external
factors such as global economic conditions,
supply and demand. We are willing to accept
medium levels of Commodities Risk ensuring
that this risk is efficiently and effectively
managed implementing proactive measures
such as hedging.
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December 2023
C. Main Root Causes / Factors:
1. Lack of defined policies to provide
guidance for handling commodities prices.
2. Lack of monitoring activities to capture and
manage unfavorable market, regulation,
and country changes/events that may
affect the volatility of commodities prices.
MYTILINEOS maintains a diverse portfolio of commodities, assets,
liabilities, and currencies across several geographies as well as a
varied portfolio of customers and contracts that ensures resilience
and future profitability since the organization is less exposed to
adverse developments in a single market.
Moreover, MYTILINEOS continuously monitors, through various
channels, the current and anticipated developments in the
commodity markets that could potentially create the need to adapt
the organization’s overall commodities’ management.
MYTILINEOS aims to manage the effects commodity price
fluctuations could have on its revenues and costs through hedging
activities using various financial instruments. More specifically, the
Treasury & IR General Division hedges commodity price fluctuations
based on annual budget forecasts as well as management’s decisions
and objectives.
Moreover, MYTILINEOS ensures that hedging activities are conducted
properly through Financial Risk Management processes that outline
appropriate approval flows, communication lines, open position
monitoring activities, reconciliation activities and counterparty limits’
management.
In addition, the Treasury & IR General Division performs a set of stress
scenarios (baseline & adverse) to hedging portfolio to assess and
communicate the effect where a potential adverse price movement
may trigger margin calls, thus creating liquidity risk.
Finally, the Treasury & IR General Division presents monthly, new
developments in commodity markets, potential price evolutions
based on forecasts and analyses from major market institutions, new
hedging strategies and a summary of current open positions to
MYTILINEOS’ Financial Committee.
7. Credit
Risk Trend
A. Definition:
The organization does not manage effectively
credit incidents (e.g., default of counterparties,
credit rating downgrade, adverse credit market
conditions).
D. Risk Analysis:
Credit Risk entails the potential failure to effectively manage credit
incidents arising from the company’s business and financial market
transactions. In more detail, credit incidents and credit exposure may
arise from the sale activities of the Energy and Metallurgy Sectors and
B. Risk Appetite Statement:
2. Annual Board of Directors Management Report
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Annual Financial Report for the period
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st
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st
December 2023
We are subject to events such as default of
customer, credit rating downgrade, adverse
credit market conditions. We are willing to
accept medium levels of Credit Risk, from
engaging with customers and counterparties
established in various countries, in pursuit of our
strategic objectives, having regard to our policies
and procedures and a variety of limits.
the subsidiaries, the trading transactions in derivatives and other
financial transactions such as deposits, loans etc.
MYTILINEOS is exposed to credit risk through the possibility of a
counterparty default, a credit rating downgrade and/or an adverse
credit environment in general. As a result, credit risk related to non-
performance by customers, suppliers, and counterparties could
disrupt revenue and cash flows and increase the cost of collection,
settlement and replacement. Moreover, concentration on specific
counterparties, customer, suppliers or affiliated entities could have a
significant impact on the company’s financials in the rise of a credit
incident, thus exposing itself to reputational and operational risks as
well as to financial risks through an increase to spreads, unfavorable
prepayment obligations, borrowing terms and cost of financing for
MYTILINEOS.
Furthermore, credit risk could be realized through an inability to
efficiently collect receivables that would cause significant bad debt
expense and/or excessive days receivables outstanding.
Finally, if any factors of credit risk were to materialize, MYTILINEOS’
financial condition, revenues and cashflows could be negatively
impacted.
E. Risk Treatment and Mitigation:
MYTILINEOS secures its access to sufficient debt funding sources and
builds strong relationships with lending institutions to meet future
obligations and manages effectively assets, liabilities and capital
requirements.
Furthermore, MYTILINEOS has Credit Risk policies and procedures in
place that guarantee transactions only with clients that are
characterized by appropriate creditworthiness. These policies are
accompanied by strict client selection criteria and by constant
monitoring of the credit granted to them.
Moreover, Credit Risk is also managed/mitigated through credit
insurance policies with global insurance companies, receivables in
advance to a considerable degree, safeguarding claims by collateral
loans on customer reserves, receiving letters of guarantee and
quantitative and qualitative limits on cash reserves and cash
equivalents, derivatives, as well as other short term financial
C. Main Root Causes / Factors:
1. Lack of effective credit management and
collections policies and procedures.
2. Obsolete/ inadequate Information systems
to support the credit management process.
3. Lack of certain limits and criteria (e.g., credit
rating) regarding the exposure of the
organization on each counterparty.
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st
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products. Finally, MYTILINEOS monitors overdue amounts through
defined processes with clear roles and escalation protocols.
F. Further Analysis of Credit Risk
MYTILINEOS GROUP
Past due
Non past due
Total
(Amounts in thousands €)
0-3 months
3-6 months
6-12 months
> 1 year
Liquidity Risk Analysis - Trade Receivables
2023
114.274
8.467
4.861
43.553
1.050.565
1.221.720
2022
150.504
64.074
57.096
24.887
914.838
1.211.398
MYTILINEOS S.A.
Past due
Non past due
Total
(Amounts in thousands €)
0-3 months
3-6 months
6-12 months
> 1 year
Liquidity Risk Analysis - Trade Receivables
2023
95.359
6.023
3.712
16.981
661.605
783.680
2022
131.676
62.290
20.261
18.699
559.668
792.593
MYTILINEOS GROUP
(Amounts in thousands €)
Gross Trade
Receivables
Expected credit
loss
Expected credit
loss
Average percentage of
expected credit loss
Non past due
1.051.647
1.082
1.050.565
0,10%
Past due less than 3 months
120.276
6.002
114.274
4,99%
Past due 3-6 months
15.047
6.579
8.468
43,72%
Past due 6-12 months
20.297
15.436
4.861
76,05%
Past due > 1 year
105.921
62.368
43.553
58,88%
Total
1.313.188
91.467
1.221.720
6,97%
MYTILINEOS GROUP
(Amounts in thousands €)
Gross Trade
Receivables
Expected credit
loss
Net trade
receivables
Average percentage of
expected credit loss
Non past due
916.151
1.313
914.838
0,14%
Past due less than 3 months
151.697
1.193
150.504
0,79%
Past due 3-6 months
65.173
1.099
64.074
1,69%
Past due 6-12 months
69.279
12.183
57.096
17,59%
Past due > 1 year
53.982
29.095
24.887
53,90%
Total
1.256.282
44.883
1.211.398
3,57%
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st
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st
December 2023
The below analysis of the balance of the Group’s trade receivables on 31.12.2023 (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 thousands €)
2023
2022
T.R.
Trade Receivables & Constructional Contracts
1.556.832
1.451.241
Out of which:
(a)
Related to advances given to Trade Creditors
208.321
205.532
Advances received from Customers in liabilities
(340.610)
(507.857)
(b)
Related to Revenue recognition (not yet invoiced)
335.112
239.843
Liabilities for invoiced but not yet recognised as revenue receivables
(185.067)
(215.551)
(c)
Related to payables (no offseting performed)
-
-
(d)
Related to EPC financing (secured)
-
11.322
Net Trade receivables (recurring basis), T.R. - a-b-c-d
1.013.399
994.544
TURNOVER
5.491.685
6.306.472
Simple calculated DSO (w/o VAT adjustments)
67,4
57,6
“Advances received from Customers in liabilities” & “Liabilities for invoiced but not yet recognized as revenue receivables”
are not taken into account in the calculation of the above index and are provided as informational elements.
8. Interest Rates
Risk Trend
A. Definition:
The organization does not plan for or manage
fluctuating interest rates leading to financial loss.
D. Risk Analysis:
MYTILINEOS faces interest rate risk arising from balance sheet
elements, such as liabilities (financing) and assets
(deposits/investments), as well as from project financing activities and
financial derivative transactions.
Moreover, macro developments and policy decisions at a regulatory
level (e.g., European Central Bank) may affect MYTILINEOS’s exposure
to interest rate risk.
E. Risk Treatment and Mitigation:
MYTILINEOS has established a policy for the management of interest
rate risk arising from the assets and liabilities in the company's balance
sheet. This policy includes a) concerning assets, MYTILINEOS invests its
cash mainly in short-term time deposits, so as to maintain the necessary
liquidity while achieving satisfactory return for its shareholders b)
concerning liabilities, MYTILINEOS structures its funding portfolio in
B. Risk Appetite Statement:
Our appetite for Interest Rates Risk is medium. We
seek to ensure efficient and effective management
of interest rate exposure by implementing
monitoring tools and using various derivatives
instruments, taking into consideration
fluctuations in interest rates.
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December 2023
C. Main Root Causes / Factors:
1. Lack of defined policies to provide guidance
for handling interest rate exposure.
2. Inability to identify timely optimal interest
rates in the marketplace, resulting in
unfavorable interest rate costs and returns to
the organization.
3. Exposure to rising interest rates.
consideration of desired liabilities’ proportion between fixed and
variable interest rates, market conditions, assessment of alternative
interest rate risk profiles, and market products characteristics
(duration, type, etc.), and. This is achieved either through direct
borrowing at a fixed rate or through the employment of interest rate
derivatives.
9. Foreign exchange
Risk Trend
A. Definition:
The organization does not manage foreign
exchange exposures, such as contracts in which
the cash inflow and the cash outflow are in
different currencies or unfavorable fluctuations in
the currency of another market, leading to
financial loss.
D. Risk Analysis:
MYTILINEOS is exposed to Foreign Exchange Risk, through its
business activities that expand in various countries.
Failure to manage foreign exchange exposure, such as contracts in
which the cash inflow and the cash outflow are in different
currencies or unfavorable fluctuations in the pricing currency of
certain markets vs the domestic one (EUR), could lead to financial
loss.
More specifically, MYTILINEOS’ foreign exchange exposure lies
mainly with US dollar and originates from commercial transactions
in foreign currency and from net investments in foreign entities,
therefore changes in foreign exchange rates could adversely impact
cash flows, costs, projects’ profitability and eventually shareholder
returns.
E. Risk Treatment and Mitigation:
MYTILINEOS aims to manage the effects foreign exchange
exposures could have on its revenues and costs through hedging
activities, using various financial instruments. More specifically, the
Treasury & IR General Division performs foreign exchange hedging
for specific assets, liabilities or future commercial transactions
based on annual budget forecasts as well as management’s
decisions and objectives.
MYTILINEOS ensures that hedging activities are conducted properly
through Financial Risk Management processes that outline
B. Risk Appetite Statement:
The organization is exposed to fluctuations in
exchange rates (mainly USD) during business
operations, including sales/purchases of
aluminum and alumina, EPC contracts, natural gas
purchases. Our appetite for Foreign Exchange Risk
is medium and where possible foreign exchange
exposure is hedged.
C. Main Root Causes / Factors:
1. Potential collapse of the currency in
countries where business is conducted will
expose the organization to loss.
2. Lack of technical knowledge and expertise to
manage Foreign Exchange Risk.
3. Lack of monitoring activities to capture and
manage unfavorable market, regulation, and
country changes/events that may affect the
volatility of foreign exchange rates.
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4. Inability to identify foreign exchange
exposures derived from contracts where
Cash inflow and Cash outflow are in different
currencies.
appropriate approval flows, communication lines, open position
monitoring activities, reconciliation activities and counterparty
limits’ management. The Treasury & IR General Division presents
monthly new developments that may impact on the organization’s
foreign exchange exposure, new hedging strategies and a summary
of current open positions to MYTILINEOS’ Financial Committee.
10. Liquidity
Risk Trend
A. Definition:
The organization does not manage and monitor cash
flows leading to cash shortages and inability to cover
obligations and achieve strategic objectives.
D. Risk Analysis:
Liquidity risk is related to MYTILINEOS’s need to finance its
operations, meet payment obligations, and borrow funds at an
acceptable cost to support the strategic transactions, and
investment programs. In more detail, the risk may arise from various
sources and activities within the business model of MYTILINEOS,
such as inadequate cash flow management, business disruption,
increase in operational costs, unplanned capital expenditures,
inadequate management of working capital, inadequate monitoring
of debt payments, ineffective collection processes etc. The effect of
liquidity risk in case it becomes material may be multi-dimensional,
such as inability to meet growing capital expansion plans, breaching
bank loan terms and covenants, failure to procure critical
material/resources, mandatory prepayments of outstanding loans,
reduction of available credit lines, inability to pay wages, etc. In
addition, liquidity risk may affect MYTILINEOS evaluation by rating
agencies and thus increase the cost of financing its investment plans
or limit MYTILINEOS access to Capital Markets or alternative funding
sources. On the other hand, the effective management of liquidity
risk is an integral part of potential: a) improvement of net
profitability through reduced interest expense, b) implementation
of MYTILINEOS business expansion initiatives through the ability to
secure financings with more competitive terms (enhanced terms
with financiers and suppliers), c) improvement of the company’s
credit standing & outlook from credit rating agencies, etc. As a
B. Risk Appetite Statement:
Our appetite for Liquidity Risk is low. It is our policy to
ensure that a minimum level of cash is available at any
given time.
C. Main Root Causes / Factors:
1. Lack of defined policies to manage and optimize
assets, liabilities and cash flows.
2. Inability to maintain adequate cash flow and
liquidity position (including credit lines).
3. Inability to manage long-term financial liabilities.
4. Lack of monitoring payments made on a daily
basis.
5. Absence of cash flow analysis, inaccuracies in
cash flow projections and/or unauthorized cash
inflow / outflow is not identified.
6. Inability to meet obligations against borrowers /
suppliers due to ineffective Cash flow
management.
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st
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st
December 2023
result, the relevant liquidity requirements are the subject of
continuous management through the meticulous monitoring of
outstanding debt, of any other long-term financial liabilities and also
of cash inflows and outflows.
E. Risk Treatment and Mitigation:
MYTILINEOS ensures that except from the operating cash flows
generated from the operations of the group, there is sufficient
liquidity comprising both from the cash and cash equivalents held,
as well as from available credit facilities covering potential short-
term business needs, and/or anticipated capital expenditure.
More specifically, MYTILINEOS implements a diversification strategy
in terms of funding sources, including bank lending, bond issuance,
and trade finance services, which are further diversified in terms of
duration and interest rates.
Moreover, the Treasury & IR and Finance General Divisions ensure
the timely monitoring and management of liquidity based on the
respective processes for developing, monitoring, updating, and
approving the Cash Plan, evaluating long-term loans, and managing
credit lines and terms. In addition, MYTILINEOS monitors specific
indicators and trends to measure and identify key areas of liquidity
risk such as debt maturity profile, cost of debt, trade receivables,
available credit lines, overall liquidity evolution etc.
Finally, during the monthly Financial Committee of MYTILINEOS, any
developments affecting the organization's liquidity are presented in
order to be analyzed and evaluated and respective decisions for
effective management of the liquidity risk are taken.
F. Further Analysis of Liquidity Risk
The tables below summarize the maturity profile of the Group’s liabilities as at 31.12.2023 and 31.12.2022 respectively:
MYTILINEOS GROUP
Liquidity Risk Analysis - Liabilities
(Amounts in thousands €)
2023
up to 6 months
6 to 12 months
1 to 5 years
after 5 years
Total
Long Term Loans
-
-
1.232.403
779.906
2.012.308
Short Term Loans
49.402
6.433
7.530
-
63.366
Trade and other payables*
855.706
142.058
2.190
39
999.992
Other payables
603.568
258.028
25.752
859
888.208
Derivatives
11.861
28.868
224
695
41.648
Current portion of non - current liabilities
27.354
527.049
-
-
554.403
Total
1.547.899
962.436
1.268.098
781.498
4.559.931
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st
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st
December 2023
Liquidity Risk Analysis - Liabilities
(Amounts in thousands €)
2022
up to 6 months
6 to 12 months
1 to 5 years
after 5 years
Total
Long Term Loans
-
-
1.545.868
1.203
1.547.070
Short Term Loans
139.896
669
5.380
-
145.945
Trade and other payables*
1.025.977
86.932
2.190
-
1.115.100
Other payables
786.204
201.512
2.557
10.356
1.000.629
Derivatives
33.327
30.605
6.019
-
69.951
Current portion of non - current liabilities
9.024
10.716
-
-
19.740
Total
1.994.429
330.434
1.562.014
11.558
3.898.435
MYTILINEOS S.A.
Liquidity Risk Analysis - Liabilities
(Amounts in thousands €)
2023
up to 6 months
6 to 12 months
1 to 5 years
after 5 years
Total
Long Term Loans
-
-
707.283
702.736
1.410.018
Short Term Loans
36.314
-
-
-
36.314
Trade and other payables*
534.493
128.867
2.190
-
665.551
Other payables
877.856
254.828
25.239
624
1.158.548
Derivatives
11.861
22.554
79
-
34.494
Current portion of non - current liabilities
23.959
23.780
-
-
47.739
Total
1.484.484
430.030
734.791
703.360
3.352.664
Liquidity Risk Analysis - Liabilities
(Amounts in thousands €)
2022
up to 6 months
6 to 12 months
1 to 5 years
after 5 years
Total
Long Term Loans
-
-
820.262
-
820.262
Short Term Loans
100.079
-
-
-
100.079
Trade and other payables*
836.489
86.932
2.190
-
925.611
Other payables
1.089.868
59.203
1.837
-
1.150.908
Derivatives
32.920
26.176
6.019
-
65.115
Total
2.059.356
172.311
830.308
-
3.061.975
Aging of lease liabilities is analysed in 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.
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st
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st
December 2023
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 31.12.2023 and
31.12.2022 presented in the following table:
2023
2022
LME AL (Aluminium)
$/t
+ 50
- 50
+ 50
- 50
EBITDA
m. €
8,7
(8,7)
8,9
(8,9)
Net Profit
m. €
8,7
(8,7)
8,9
(8,9)
Equity
m. €
8,7
(8,7)
8,9
(8,9)
API (Alumina)
$/t
+ 10
- 10
+ 10
- 10
EBITDA
m. €
0,3
(0,3)
0,3
(0,3)
Net Profit
m. €
0,3
(0,3)
0,3
(0,3)
Equity
m. €
0,3
(0,3)
0,3
(0,3)
Exchange Rate €/$
€/$
-5%
+5%
-5%
+5%
EBITDA
m. €
32,0
(29,3)
43,1
(40,4)
Net Profit
m. €
32,0
(29,3)
43,1
(40,4)
Equity
m. €
32,0
(29,3)
43,1
(40,4)
Exchange Rate €/AUD
€/AUD
-5%
+5%
-5%
+5%
EBITDA
m. €
8,0
(8,0)
2,7
(2,7)
Net Profit
m. €
8,0
(8,0)
2,7
(2,7)
Equity
m. €
8,0
(8,0)
2,7
(2,7)
NG Price
€/MWh
- 5
+ 5
- 5
+ 5
EBITDA
m. €
14,0
(14,0)
16,0
(16,0)
Net Profit
m. €
14,0
(14,0)
16,0
(16,0)
Equity
m. €
14,0
(14,0)
16,0
(16,0)
CO2 (€/t)
€/t
- 1
+ 1
- 1
+ 1
EBITDA
m. €
0,9
(0,9)
1,7
(1,7)
Net Profit
m. €
0,9
(0,9)
1,7
(1,7)
Equity
m. €
0,9
(0,9)
1,7
(1,7)
*The above analysis does not include the impact of tax.
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st
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D. Operational Risks
The following section provides an analysis of principal operational risks:
11. People
Risk Trend
A. Definition:
The organization does not attract, recruit and
retain human resources in order to ensure
achievement of its goals and objectives or fails to
create positive working environment due to lack of
effective communication with the labor force or to
ensure the continuation of critical operations due
to insufficient succession planning.
D. Risk Analysis:
MYTILINEOS relies on its employees and talent to achieve its
business, financial targets and objectives. The ability to attract,
develop, and retain a variety of skilled employees with the right mix
of soft and technical skills is critical to maintain our leading position
in the market, compete and grow.
Low levels of employee engagement, high employee turnover rates,
and inability to create a positive working environment could lead to
a loss of “know-how” and skills, to business disruptions, affect the
continuation of critical operations due to insufficient succession
planning, and reduce the confidence within the market and among
stakeholders.
In addition, the expansion of MYTILINEOS through acquisitions and
its presence in multiple geographical areas may create challenges
to onboarding new resources effectively, adjusting to societal
expectations and norms, and effectively communicating our
mission and purpose.
If this risk were to materialize, it could adversely impact the success
of MYTILINEOS’ strategic objectives and threaten its reputation and
the timely achievement of its commitments.
E. Risk Treatment and Mitigation:
MYTILINEOS aims to provide a positive working environment that
enables the development of its employees. To achieve this
objective and mitigate its People Risk, MYTILINEOS has adopted and
implemented the following:
i. Defined Human Resources Policies and Procedures.
ii. The identification of critical positions within the organization
and the development of the corresponding succession plans.
iii. Recruitment practices that ensure the selection of suitable and
competent executives through meritocracy and equal
treatment.
iv. The development of programs for formulating a uniform
corporate culture that is present across all levels of the
B. Risk Appetite Statement:
We have a low appetite for People Risk. Our
human capital is essential and it is our priority to
attract, hire and retain the appropriate talents, to
ensure a desirable working environment and an
effective labor relationship framework, as well as
to identify and develop future leaders.
C. Main Root Causes / Factors:
1. Inability to identify, develop and implement
effective succession plans.
2. Failure to attract, hire and retain talents who
possess the skills, knowledge, competencies,
and experiences needed.
3. Employee performance is not measured and
evaluated and rewarded properly.
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st
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workforce and acts as the element that ensures cohesion and
consensus in the efforts to realize MYTILINEOS’ vision.
v. The implementation of employee training and development
programs aimed at strengthening personal and technical skills
and capabilities.
vi. The implementation of the year-long graduate programs,
which give the opportunity to young people to receive training
in real working conditions and acquire working experience
through their participation in complex and demanding
MYTILINEOS projects.
vii. The provision of incentives, in terms of compensation and
benefits as well as in terms of opportunities for advancement
and development, aimed to increase the employees’
commitment and retention.
viii. Regular performance reviews and feedback to enable
employee development and growth.
ix. Commitment to gender and generational balance and focus on
offering local opportunities.
x. Promotion of the Code of Business Conduct to all personnel
and ensuring employee awareness, and avoidance of direct or
indirect discrimination in all work practices.
12. Project Planning & Execution
Risk Trend
A. Definition:
The organization does not monitor all critical
aspects for the effective/efficient completion and
delivery of projects, including budget, resourcing
aspects (e.g. staffing) as well as project aspects
such as key milestones, logistics, quality, and
product safety.
D. Risk Analysis:
MYTILINEOS' growth and expansion have led to a significant increase in
the volume and complexity of projects and partnerships with sub-
contractors / third parties, thus affecting its exposure to the risk of
ineffective project management, planning, and execution activities.
The potential failure to properly manage projects impacts the time,
cost, quality and safety of work and leads to failure to meet client
expectations which could result in legal disputes over contractual terms
and corresponding financial damages.
Moreover, potential delays or failure to deliver projects with significant
exposure could lead to reputational damage and failed business
relationships and thus to the loss of future business opportunities due
to reliability concerns.
B. Risk Appetite Statement:
Our Appetite for Project Planning & Execution is
Low. We seek to ensure efficient and effective
planning and execution in order to deliver our
projects according to predefined cost, schedule
and quality.
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st
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C. Main Root Causes / Factors:
1. Cost and schedule overruns during the
execution of new projects or O&M activities
(e.g., industry 4.0, wind farms, photovoltaic
parks, CHP plant, etc.).
2. Delays in the delivery of the project.
3. Failure to effectively manage third parties
non adherence to contract commitments
(project withdrawal).
Additionally, potential failure to properly execute internal projects
could adversely impact the strategic objectives in terms of growth and
enhancement of operational efficiency.
E. Risk Treatment and Mitigation:
Proper project execution and delivery is a main priority for
MYTILINEOS, which is achieved through a robust project planning and
monitoring procedure and long-term, strong business relationships
with key stakeholders.
Planning, monitoring and reporting of project execution is achieved
through well-established and regularly reviewed and updated project
management processes.
MYTILINEOS clearly defines roles, responsibilities, milestones, and
corresponding tasks through the establishment of the projects’
governance prior to their initiation, ensuring optimal competency mix
in project teams and timely planning. Furthermore, preliminary project
review and project planning include risk identification and assessment
phases.
MYTILINEOS performs thorough assessments of its suppliers,
subcontractors and external partners before entering into any business
agreement. Also, processes are established to ensure that their
performance is being monitored throughout the execution of the
projects.
Moreover, project teams perform lessons learned reviews at the end
of each project to obtain an overview of the overall project execution
and results aiming to draw conclusions that would enhance future
project performance.
E. Legal & Regulatory & Compliance Risks
The following section provides an analysis of principal legal & regulatory & compliance risks:
13. Contractual
Risk Trend
A. Definition:
The organization or the counterparties fail to
meet contractual obligations with potential effect
legal accountability or litigation.
D. Risk Analysis:
MYTILINEOS' diversification of activities and global expansion has led
to increased business deals and, thus, to contractual obligations with
business partners, clients, and vendors. The contractual risk could be
triggered due to ineffective internal processes, such as insufficient
engagement with end users, incomplete review and assessment of
contract terms, inability to assess the project complexity and risks,
B. Risk Appetite Statement:
Our appetite for Contractual Risk is low. We seek
to ensure that we sufficiently assess contractual
terms, fulfill our contractual obligations, monitor
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the contractors' compliance and manage adverse
changes in contracts.
absence of monitoring mechanisms to determine conformance with
contract terms, etc.
Potential failure to manage the contractual risk may affect the
organization in multiple ways, trigger other risk categories, and
significantly impact the overall risk profile of MYTILINEOS. More
specifically, the contractual risk may create financial losses due to
revenue losses or cost overruns, damage MYTILINEOS reputation,
affect its bargaining power, lead to lawsuits and regulatory fines, and
increase the operational effort to manage this risk.
E. Risk Treatment and Mitigation:
For the effective management of contractual risk, MYTILINEOS has
clear thresholds/representations for contract signing to ensure that
the interests of the company and potential risks are covered.
Moreover, through internal processes, MYTILINEOS ensures the
participation of the Legal, Contacts & Compliance Division in the
review and formulation of contractual terms and conditions during
the development of a new contract to secure the legal aspects of the
agreement properly.
However, in the case of complex cases and legal frameworks,
MYTILINEOS is supported by specialized legal firms to protect its
interests.
Finally, the business sectors of MYTILINEOS, in cooperation with the
Legal, Contacts & Compliance Division, monitor the contract life cycle
to prevent, identify, and manage possible deviations from contract
terms.
C. Main Root Causes / Factors:
1. Lack of personnel's "technical" competency
to address contracts' terms complexity and
requirements.
2. The organization fails to fulfill its contractual
obligations, exposing itself to litigation and
reputational damage.
3. The organization is unable to monitor the
contractors' compliance with Terms and
Conditions, exposing itself to financial loss.
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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.
Mytilineos Group, according to article 6 of law 3557/2007, paid to the Hellenic Government, for the year ended at 31st
of December 2023, an amount of €261 thousand, due to the mining activity of its subsidiary company.
The above amount concerns payments for fees from the operation of active mining Concessions by the subsidiary
company DELFOI DISTOMON S.A.
VI. PAYMENTS REPORT TO GOVERNMENTS
VII.
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Key ESG KPIs
KPIs
FY-2022
FY-2023
Δ: 22/23
% of "Green" EBITDA in the Company ‘s total EBITDA
1
21.6%
24.6%
+3%
Total % of key suppliers assessed under ESG criteria
18%
69%
+51%
Total energy producon (TWh)
5.4
6.2
+15%
Renewable energy producon (TWh)
0.7
1.1
+63%
Global renewable energy porolio (GW) (in operaon, under construcon
& mature development)
3,693
4,882
+32%
Total energy consumpon (TJ)
57,201.1
58,198.5
+1.7%
Energy consumpon (GJ) / MWh produced
2
5.50
5.26
-4.4%
Total CO
2
emissions, scope 1 & 2 (t)
3,922,790
4,285,405
+9.2%
Emissions kgCO
2
(scope 1 & 2) / MWh produced
317
297
-6.3%
Emissions tCO
2
(scope 1 & 2) / ton of aluminium produced
3
10.9
11.3
+3.7%
Total NOx & SOx emissions (t)
4,687
4,168
-11.1%
Solid waste generaon (t)
1,139,702
1,023,761
-10.2%
% of solid waste reused, recycled or recovered (of total solid waste
generated)
36.9%
30.2%
-6.7%
Fresh water consumpon (ML)
4
5,309
4,638
-12.6%
Number of direct employees
3,210
4,046
+26%
Number of new employee hires
920
1,316
+43%
Terminaon of employment
582
650
+12%
Lost Time Incident Rate = or > 3 days (direct & indirect workers) / 200,000
hours worked
5
0.22
0.20
-9%
Total Recorded Incident Rate (direct & indirect workers) / 200,000 hours
worked
0.43
0.39
-10%
% of women in total workforce
20.1%
25.6%
+5.5%
% of women in management posions
6
23.5%
24.6%
+1.1%
Average training days per employee (days/year)
1.6
1.9
+19%
SROI of the Company ‘s social programmes
7
4.60:1
5.25:1
+14%
% Compliance with the UK Corporate Governance Code
80%
82.5%
+2.5%
% of women in the Board of Directors
27%
25%
-2%
Conrmed cases of corrupon and bribery
0
0
-
1
The breakdown of "Green" EBITDA by industry is defined by the Company.
2
Energy consumption refers to fuels (Natural gas) and electricity purchased from the grid by the Energy sector. The MWhs generated refer to the gross electricity production of the Energy Sector.
3
CO
2
emissions (scope 1 & 2) relate to bauxite mining, primary and secondary aluminium production.
4
The methodology for calculating freshwater consumption is aligned with the specifications of the international standards GRI 303-5 (2018) and CDP.
5
The methodology for calculating the frequency of accidents has been carried out in accordance with the international standard GRI 403-9 (2018).
6
Percentage of the Company's management staff.
7
Social Return on Investment (SROI) of 3 social projects: for every €1 invested by the Company, €5.25 of social value was generated.
VIII. NON FINANCIAL INFORMATION
IX.
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Sustainability Commiee
-
Link of variable remuneraon of execuve sta with non-nancial KPIs
-
UN Global Compact
Acve
Acve
-
Dow Jones Sustainability Index (Emerging Markets)
-
CDP - Climate Change
Β
Β
-
CDP - Water Security
Β
Β
-
EcoVadis
Gold
Planum
Improve-
ment
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1. Introduction
This report has been prepared in accordance with the requirements of the European Directive on the disclosure of Non-Financial
Information and provides balanced information on the development of MYTILINEOS's relevant performances, as well as a
description of the main risks and challenges for sustainable development it faces, in line with its size and the complexity of its
activities.
1.1. Disclosure Requirements
This information (which is supplemented and completed by the issuance of the Company's Sustainable Development Report)
focuses on thematic aspects, as 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 concerning the Material issues of sustainable
development (environmental, social, and governance) of the Company.
1.2. Reporting Period & Boundaries
The information contained in this Report pertains to the fiscal year 2023 (from January 1, 2023, to December 31, 2023). The Report
includes data from all activities that determine the key impacts of MYTILINEOS on Sustainable Development. Specifically, from its
two business sectors, Energy and Metallurgy, the main subsidiary companies within Greek territory, the Renewable Energy Sources
(RES) subsidiary companies that are in definitive operational status, the RES units and the construction sites maintained through
the Energy sector in foreign countries, as well as the subsidiary companies where MYTILINEOS holds a participation of more than
50%, unless otherwise stated, as mentioned in this Annual Report.
The Report does not include non-financial information from the Zinc/Lead activity of the Metallurgy sector, as well as from the
subsidiary companies UNISION and Watt & Volt (except for the number of employees), which were acquired within 2023 and are
in the process of integration and alignment of their policies and procedures with MYTILINEOS's sustainable practices and recording
systems. This also includes a training process for their inclusion in the company's central system for collecting, evaluating, and
synthesizing Sustainable Development data, which requires time and coordinated effort.
Finally, in accordance with the requirements of the abovementioned legislation, the Company's update to its shareholders and
Social Partners regarding the Non-Financial Information will be completed with the issuance of the 2023 Sustainable Development
Report at the Annual General Meeting of Shareholders in June 2024.
1.3. Reporting Framework
For a better understanding of how Sustainable Development issues are approached, the information published in this report is
based on the principles and guidance of the following key international standards for sustainability reporting:
Global Reporting Initiative (GRI Standards),
Principles of the United Nations Global Compact,
The International Integrated Reporting Council (IIRC) in the section on business model representation,
Recommendations of the Task Force on Climate-related Financial Disclosures (TCFD) specifically on the disclosure of
climate-related information,
ISO 26000 Standard on Corporate Social Responsibility.
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The aim is to enhance the transparency of the data and to further develop the disclosure of how MYTILINEOS manages Sustainable
Development issues. This report presents information regarding both the process of defining and the management of each
Material issue, with an emphasis on the challenges, potential risks, and impacts for the Company, the strategies for addressing
these, as well as the key outcomes of the implemented policies.
The information presented in this report is subject to external assurance (limited assurance) within the framework of the
Sustainable Development Report, where the related Independent Assurance Statement is also published.
2. Sustainable Development
2.1. Sustainable Development Management
Over the years, MYTILINEOS has developed a structured approach to Sustainable Development management. The key stages of
this approach, as presented below, facilitate the integration of environmental, social, and ethical issues which are significant to
the Company, into its business strategy and operations:
Identification: The Company leverages all available resources to identify Sustainable Development issues that could
potentially impact its ability to generate value.
Prioritization: On an annual basis, the Company assesses the impacts of each identified issue on Sustainable
Development, considering the opinions of its stakeholders, and prioritizes them as "material".
Validation: Subsequently, the material issues, through the Sustainable Development Governance system, are approved
by top management.
Development: At the next stage, the issues are integrated into the Sustainable Development/ESG Initiatives Repositories
of the Sectors and subsidiaries of the Company, and actions are developed for their management.
Understanding: Individual actions and initiatives are integrated into day-to-day corporate business practices to achieve
the desired purpose.
Disclosure: The Company annually publishes a Sustainable Development and ESG Performance Report to communicate
the progress of initiatives and its strategy.
2.2. Sustainable Development Strategy
MYTILINEOS's Sustainable Development strategy ensures that its business activities are conducted in a way that creates
sustainable value for shareholders and other stakeholder groups. This commitment aligns with the Company's dedication to the
United Nations Sustainable Development Goals (Agenda 2030) and is implemented through three interconnected pillars, governed
by specific Principles ensuring integrity (Materiality Principle), quality (Stakeholder Engagement Principle), and transparency
(Accountability Principle) across its entire range of activities.
Specifically:
1st Pillar - Climate Change: Demonstrates the company's commitment to addressing climate change and adapting its operations
to its impacts. MYTILINEOS stands out as the first company in the Greek industry to set clear, ambitious, and strict targets for
reducing its carbon emissions by 2030. Additionally, it has committed to achieving net-zero emissions by 2050, making the
reduction of its carbon footprint a central element of its Sustainable Development strategy.
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2nd Pillar - ESG Approach: Focuses on the integrated approach to identifying and managing risks and opportunities arising from
the three most significant non-financial factors of the Company (Environment - Society - Governance) to ensure sustainability and
enhance its ability to create long-term value. This way, MYTILINEOS responds to the contemporary requirements of the investment
community, capital markets, and financial institutions, as well as the increasing expectations of society for transparency on these
issues.
3rd Pillar - Corporate Responsibility: Reflects the Company's responsible operation, cultivated systematically over the past 16
years, through its commitment to the 10 Principles of the United Nations Global Compact. Corporate Responsibility is a continuous
process of self-improvement and uninterrupted learning for MYTILINEOS, serving as a primary mechanism for renewing the
"social" acceptance of its operation, simultaneously improving its competitiveness on both national and international levels.
2.3. Global Goals as part of MYTILINEOS's Business Strategy
Since 2016, MYTILINEOS has identified the relevance of the United Nations Sustainable Development Goals (SDGs) to its business
activities. It has pinpointed ways to contribute to their achievement proportionate to its operations. Consistently contributing to
the attainment of 40 sub-goals, the company aligns with six core directions, decoding its overall strategy as presented in Section
2.2 Sustainable Development Strategy:
1. Addressing Climate Change:
MYTILINEOS supports the transion to a new socio-economic model that is climate-neutral, resilient,
sustainable, and inclusive. Within this framework, the company has highlighted Global Goals 7
(aordable and clean energy) and 13 (climate acon) as its key strategic priories. This is manifested
through an ambious investment plan in Renewable Energy Sources and specic iniaves to reduce
overall carbon emissions (CO
2
) by -30% by 2030, aiming for net-zero emissions by 2050.
‣ Direct alignment
with the business
strategy
‣ Direct contribution
to SDGs 7 & 13
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2. Responsible and Sustainable Industrial Activity:
As one of the leading industrial and energy companies, MYTILINEOS invests in the circular economy,
digitization, innovative waste utilization methods, and the implementation of "clean" industrial
practices. This is achieved through participation in over 25 European research programs.
Simultaneously, the company consistently enhances employment in the domestic industrial sector,
creating conditions for a responsible supply chain across all its business sectors. In doing so, it actively
contributes, proportionally, to Global Goals 9 (industry & innovation) and 12 (responsible consumption
and production).
3. Promoting Safe & Productive Employment:
In line with its contribution to Global Goal 8 (decent work and economic growth), MYTILINEOS
promotes and ensures safe and healthy working conditions for its directly and indirectly employed
workforce, focusing on prevention. All its production units have Health & Safety Management systems
(ISO 45001:2018) certified by independent bodies. From the early stages of the pandemic, the company
implemented a comprehensive action plan focusing on protecting its employees and their families,
ensuring the uninterrupted operation of the business. While continuing its economic growth, the company integrates new policies
and practices to enhance full and productive employment, creating dignified job positions without discrimination.
4. Commitment to the protection of the natural Environment:
Within the framework of the company's commitment to further reduce its environmental footprint, Best
International Practices are implemented for the proper management and minimization of environmental
impacts per Business Activity Sector. Investments are made in upgrading the production process,
leveraging new technologies. Almost all company production units have environmental management
systems certified with the latest international standards (ISO 14001:2015) and environmental restoration
plans for exploitable areas, contributing directly to Global Goals 6 (water management), 14 (life below
water), and 15 (life on land).
5. Consistency in Social Responsibility:
MYTILINEOS contributes indirectly to other Global Goals through the consistent implementation of its
social policy with actions and initiatives that enhance harmony with local communities and broader
society. For the 2020-2025 period, aiming to benefit 250,000 individuals through its social policy, the
company continues to invest in local employment and economy by creating new job positions (Goal 1),
supporting local suppliers and infrastructure (Goal 11), reducing food insecurity for vulnerable social
groups (Goal 2), implementing programs for health promotion (Goal 3), conducting educational programs
on new technologies in schools, and developing professional skills for the younger generation (Goal 4).
‣ Direct alignment with
business strategy
‣ Direct contribution to
SDGs 9 & 12
‣ Direct alignment
with the business
strategy
‣ Direct contribution
to SDG 8
‣ Direct alignment
with the business
strategy
‣ Indirect
contribution to
SDGs 6, 14 & 15
‣ Direct alignment
with the business
strategy
‣ Indirect
contribution to
SDGs 1, 2, 3, 4 &
11
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6. Promotion of inequality mitigation:
As MYTILINEOS grows, it promotes workplace policies and practices that enhance equal opportunities,
respect for human rights, and gender equality. This includes increasing women's participation at all
hierarchical levels, integrating workers under 30 (thirty) years of age into its workforce, and efforts to
integrate people with disabilities into the labor market, directly contributing to Global Goals 5 (gender
equality) and 10 (reduced inequalities).
Further details regarding MYTILINEOS' contribution to the Sustainable Development Goals (SDGs) are available in the company's
2023 Sustainable Development Report https://www.mytilineos.com/sustainability/reports/
2.4. Materiality Analysis
MYTILINEOS has a primary criterion for the disclosure of information related to environmental, social, and ethical issues that are
crucial both for the company and its stakeholders. The identification of material issues is a dynamic practice that is continuously
reviewed, serving as a fundamental tool for MYTILINEOS's responsible operation while contributing to the enrichment and
formulation of its Sustainable Development strategy.
According to MYTILINEOS's Sustainable Development management system, the identification and determination of material issues
occur biennially, both internally and externally, with intermediate internal reviews, considering changes in the business
environment, the specificities of business sectors, and trends in the needs and expectations of its stakeholders.
In addition to the established sources
8
used in the exercise of Sustainable Development for Material issue identification, sources
of information allowing the company to identify additional material issues include:
i) ESG criteria used by institutional investors and asset managers for selecting their investment portfolios.
ii) ESG requirements utilized by specialized indicators and assessment organizations for analyzing the Company.
iii) Publications and recommendations issued by international organizations influencing the scope of an ESG-related topic.
iv) ESG requirements expressed by customers within the daily business relationships and transactions of the Company.
During the implementation of the process in 2023, the Company applied the stage of internal review of the results of the 2022
process with the participation of its key business units. The findings of this internal exercise were combined with the corresponding
findings of the survey conducted on more than 2,400 individuals, entities, and organizations from all the groups of the Company's
Stakeholders in 2022, focusing on the same recognized issues.
The validation of the Material Issues and the final approval for their disclosure in the Annual Report and Sustainable Development
Report of the Company were provided by the Sustainability Committee. In a special session, the detailed steps of the relevant
methodology and the individual results were presented.
According to the results of the process, the Material Sustainability Issues of the Company for the year 2023 are as follows:
8
MYTILINEOS Sustainable Development Strategy. 2. Company Policies. 3. Relevant Legislation. 4. International Agreements or Voluntary Strategic Agreements for the
Company (UNGC, SDGs). 5. Significant Risks for the Company. 6. ESG Disclosure Materiality Map according to the SASB (Sustainability Accounting Standards Board)
framework. 7. International Standards and Initiatives related to Corporate Social Responsibility and Sustainable Development (e.g., GRI, ISO 26000, TI, etc.). 8. Results
of the Annual Consultation with Stakeholders.
‣ Indirect alignment
with the business
strategy
‣ Indirect
contribution to
SDGs 5 & 10
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Occupational health and safety
Water management
Climate change, energy & greenhouse gas emissions
Employment and labor practices
Human rights, equal opportunities, and diversity
Business model
Regulatory compliance
Sustainability of local communities
Business continuity
Business ethics
Pollution prevention
Cybersecurity
Responsible supply chain
Circular economy, raw materials, and materials.
MYTILINEOS, following a proactive approach to the requirements of the new regulatory framework for sustainability information
disclosure created through the new Corporate Sustainability Reporting Directive (CSRD), has already commenced relevant
preparations for the implementation of double materiality analysis within 2023. The new double materiality analysis process is
expected to be completed by 2024.
This dual materiality process is essential for MYTILINEOS to identify its significant impacts more precisely on Sustainable
Development, as well as the associated risks and emerging opportunities. It forms the basis for all sustainability disclosures.
Further details regarding this specific section are disclosed in the Company's Sustainable Development Report for the year 2023
https://www.mytilineos.com/sustainability/reports/
2.5. Stakeholder Engagement
The relationships and collaboration of MYTILINEOS with its groups of Stakeholders contribute to a better understanding of the
impacts of its activities, as well as the Company's consistent efforts to meet their expectations by building mutually trusting
relationships.
MYTILINEOS has a wide variety of Stakeholders, including: i) investors and shareholders, ii) employees, iii) customers, iv) suppliers,
v) Business Organisations focus on Sustainable Developments, vi) regulatory authorities, vii) media, and viii) society and
communities in general.
The groups of Stakeholders of MYTILINEOS are identified through an internal exercise conducted every 3 years, involving the
General Divisions of Business Units, selected Central Functions of the Company, and the Boards of Directors of its major
subsidiaries. The key criteria used to determine and rank the groups are a) dependency, b) influence, c) intensity, d) responsibility,
and e) perspective, according to the international standard AA1000 Stakeholder Engagement – 2015.
The Company has available various communication and collaboration methods with its Stakeholders (e.g., local thematic
consultations, direct working meetings, central thematic workshops, electronic surveys, etc.), the frequency of which depends on
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the type of relationship developed with each group. This aims to identify the most significant issues and provide responses to their
expectations following a thorough examination.
At the same time, the Consultation Process applied by the Company with absolute consistency for 13 years at both local and
central levels enhances its ability to address contemporary Sustainable Development issues actively, understand and respond to
the needs of individuals, organizations, and businesses with which it interacts, thereby strengthening trust and social acceptance
of its operations. In 2023, MYTILINEOS conducted at the central level: a) an electronic thematic consultation with more than 300
key suppliers, major customers, business and Sustainable Development entities regarding their attitudes and opinions on the
publication of the Company's new Policy on the development of the Responsible Supply Chain, and b) an online consultation with
36 Non-Profit Organizations, aiming to assess existing collaborations and further develop cooperation with them for the
implementation of high social value programs.
Further details regarding this specific section are disclosed in the Company's Sustainable Development Report for the year 2023
https://www.mytilineos.com/sustainability/reports/
3. Administrative Approach
3.1. Policies & Certified Management Systems
Today, more than ever, stakeholders, customers, consumers, and even potential employees and investors closely scrutinize
companies' commitment to Sustainable Development. In this direction, the development and adoption of corporate Sustainable
Development policies has become increasingly crucial.
MYTILINEOS has a set of corporate policies that express the guiding principles governing the actions of its Business Sectors and
subsidiaries, as well as the actions of its executives, staff, and employees within the framework of its overall business strategy and
the Sustainable Development strategic directions that govern it. The primary goal is to uphold the Company’s commitment to
economic growth, enhance social cohesion, and protect the natural environment by recognizing and managing the major risks and
leveraging the corresponding opportunities in all key sustainability issues.
For MYTILINEOS, the development and incorporation of Sustainable Development policies are not merely ethical pursuits but are
considered vital for its long-term success and competitiveness, as well as for enhancing its ability to create value at all levels:
In economic level the Company’s policies contribute to improved operational efficiency and cost savings, such as the adoption of
energy-saving measures or the reduction of carbon emissions, leading to significant financial resource savings in the medium and
long term.
In social level the policies enhance the Company’s relationships with its social partners, from employees to local communities,
resulting in the attraction and retention of specialized talents and maintaining social acceptance of its operations within local
communities.
In environmental level through its policies, the Company mitigates its environmental footprint by reducing the risk of resource
depletion and pollution of natural resources, thereby avoiding future regulatory sanctions. This not only protects the company
from potential future obligations but also enhances its reputation among customers and consumers who are increasingly aware
of the environmental impacts of their purchases.
The key values, codes, and Sustainable Development policies of MYTILINEOS include:
i. Corporate Mission and Values
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ii. Code of Business Conduct
iii. Supplier & Business Partners Code of Conduct
iv. Corporate Social Responsibility Policy
v. Environmental Policy
vi. Quality Policy
vii. Occupational Health & Safety Policy
viii. Human Rights Policy
ix. Responsible Supply Chain Policy
x. Major Accident Prevention Policy (Metallurgy Sector)
xi. Employee Education and Development Policy
xii. Recruitment and Human Resources Procedure
xiii. Prevention and Combating of Violence & Harassment at Work Policy
xiv. Remote Work Policy
xv. Working Relations Procedure
xvi. Anti-Fraud, Corruption, and Bribery Policy
xvii. Personal Data Protection Policy
xviii. Compliance with Free Competition Law
xix. Stakeholder Engagement
xx. Code of Conduct Violation Reporting Procedure
xxi. Internal formal procedures supporting the Company’s Sustainable Development Management System.
Moreover, the Company’s comprehensive management of key Sustainable Development issues is carried out, among other means,
through the Management Systems it applies:
i. Environmental Management System, according to ISO 14001:2015.
ii. Occupational Health and Safety Management System, according to ISO 45001:2018.
iii. Quality Management System, according to ISO 9001:2015.
iv. Energy Management System, according to ISO 50001:2018.
v. Additionally, the laboratory of the aluminum factory AoG is certified according to the requirements of ELOT EN ISO/IEC
17025:2005 by ESYD (Hellenic Accreditation System) with accreditation scope covering the analysis of bauxite, aluminum
(hydrated, anhydrous), aluminum, and its alloys.
vi. Already in 2023, both the M Power Projects division of the Energy Sector and the subsidiary METKA ATE, successfully
completed their preparation and received certification of the Information Security Management System according to the
ISO 27001 standard.
3.2. Participation in Sustainable Development Initiatives
MYTILINEOS voluntarily participates in, collaborates with, and supports the following Corporate Responsibility & Sustainable
Development initiatives.
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UN Global Compact: Since 2008, MYTILINEOS has consistently declared its commitment to adhering to the Ten Principles
of the UN Global Compact, publicly disclosing an annual progress report (COP) that examines compliance with these
principles.
Task Force on Climate Related Financial Disclosures (TCFD): The company continues to align with TCFD
recommendations, with progress monitoring responsibility now transferred to the International Sustainability Standards
Board (ISSB).
GRI Standards: Since 2011, the company discloses sustainability information according to the Standards of the non-
governmental organization GRI, aiming for transparency and comparability of sustainability corporate reports.
Aluminium Stewardship Initiative (ASI): MYTILINEOS’s Metallurgy sector has been participating in the global Aluminium
Stewardship Initiative (ASI) since November 2019. In 2022, the company was certified with the ASI Performance Standard,
covering responsible environmental and social specifications, as well as governance criteria for responsible aluminum
production and rational aluminum use, highlighting its strong commitment to a carbon-neutral production process in the
Metallurgy sector.
3.3. Basic Results of Policies
The following are the key outcomes of the implementation of above-mentioned policies and management systems for the year
2023 on each substantive topic of the Company's Sustainable Development:
Climate Change (energy & air emissions): Despite a recorded increase, the total absolute direct and indirect CO2 emissions (scope
1 & 2) continue to show a reduction of ~7.6% compared to the base year 2019. Concurrently, all initiatives to reduce CO2 emissions
in the Business Sectors were continued, along with the implementation of the Company's Renewable Energy Investment Plan.
Specific measures were taken to save electrical energy, while the update of the risk and opportunity analysis and management
study related to climate change is underway, based on the recommendations of the TCFD initiative, following the Company's
recent transformation.
Pollution Prevention: There were no significant incidents of pollution of the natural environment due to productive activities, nor
were there industrial accidents in the overall activities of the Company.
Water Management: The withdrawal and discharge of water from the Company's activities in 2023 were within the limits indicated
by the relevant environmental permits for each core installation. No issues were identified that could affect or threaten the
adequacy of available water in the aquifer horizon, nor any water source of high value for biodiversity conservation or significant
for local communities. Regarding the disposal of liquid waste, efforts to manage them in the best possible way continued, both to
protect the natural environment and for the benefit of human health.
Occupational Health and Safety: The reinforcement of awareness and training of employees continued, along with measures to
identify and address Health and Safety risks in the workplace. Despite efforts, the goal of achieving zero accidents was not attained
in 2023, as an accident occurred involving a contractor worker of the Company. Regarding other targets, no injuries with serious
consequences for the lives of employees or occupational diseases in directly and indirectly employed personnel of the Company
were recorded. The frequency rates of work-related accidents
9
and total accidents for directly employed workers moved upward
9
>=3days / 200.000 working hours
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within the acceptable limits of the Company's annual goals, while the values of the corresponding indicators for indirectly
employed workers showed improvement compared to the previous year. The commitment to further develop a culture of health
and safety remains strong, both among the Company's employees and its main suppliers and contractors.
Employment and Labor Practices: As an industrial company, we increased the overall employment rate (direct and indirect) by
21.0%, maintaining incredibly low rates of part-time employment (1.6%). We continued to invest in the development of technical
and personal skills of our employees, managing to increase the coverage rate of human resources participating in general and
targeted professional training programs from 47% in 2022 to 56% in 2023, despite the 26% increase in the company's direct total
workforce. Additionally, the gradual implementation of the Performance Management Program, which is linked to corporate goals
as well as corporate results, it continued well into 2023. Moreover in 2023, 3 out of 10 employees were covered by corporate
collective bargaining agreements.
Human Rights, Equal Opportunities, and Diversity: For MYTILINEOS, the protection of Human Rights is a commitment and an area
of continuous monitoring to ensure that challenges capable of jeopardizing its overall approach based on its Human Rights Policy
do not arise. Equal Opportunities are equally important as an aspect of Human Rights, with the company recognizing the need to
develop a relevant Equal Opportunities and Diversity Policy and working towards that direction. Furthermore, true to its
commitments, in 2023, MYTILINEOS continued to assess human rights risks in its activities, projects, and investments, as well as
in the supply chain, both within and outside Europe, where 15 cases of organizational behavior were recorded. These were
promptly investigated, and appropriate corrective actions were taken, as it was acknowledged that they could potentially
undermine the creation of a positive work environment. In the direction of preventing the recurrence of similar incidents, actions
were continued to ensure a favorable work environment that promotes equal opportunities, prohibits discrimination, enhances
diversity and inclusion, thus adopting a people management model committed to both professional excellence and the adoption
of policies and actions to promote work-life balance and reduce the gender pay gap.
Responsible Supply Chain: In 2023, the evaluation of the existing key suppliers of the Company continued, with the
implementation of environmental, social, and governance criteria yielding incredibly good results. Concurrently, for the fourth
consecutive year, the educational program for Sustainable Development, implemented by the Company for its Greek suppliers,
continued. The focus of the education was the new Responsible Supply Chain Policy adopted by MYTILINEOS in 2023. Additionally,
the development of a corporate digital platform was completed, through which the evaluation of key suppliers will be conducted,
enhancing transparency of the overall approach, optimizing feedback to the suppliers themselves, allowing comparability of their
performance at the level of their business activity sectors, with the aim of developing targeted support actions.
Sustainability of Local Communities: The Company manages any negative impacts of its activities on local communities, starting
with effective communication and collaboration with them. In 2023, based on mechanisms to record any negative impacts from
the business sectors and subsidiaries of the Company, no adverse effects on a social, economic, or environmental level that
significantly affect the well-being of local communities neighboring the Company's production units were reported. The
consultation process with social partners at the central level continued, maintaining high rates of local employment for another
year. Additionally, 26 key social programs and special social initiatives were implemented at both central and local levels,
benefiting more than 96,000 citizens, contributing across the entire social spectrum of the United Nations Sustainable
Development Goals.
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Business Ethics: MYTILINEOS implemented all necessary internal procedures to ensure its policy. Through control mechanisms
applied in the Procurement Departments of the Company's Business Sectors, examining both partner selection and all types of
transactions, no confirmed cases of corruption were reported. There were no incidents of corruption leading to the dismissal or
disciplinary prosecution of employees for corruption-related reasons, confirmed incidents leading to the termination or non-
renewal of collaboration with partners. Furthermore, no public legal cases related to corruption against the Company, or its
employees were confirmed.
Regulatory Compliance: Operating in full harmony, compliance, and adherence to the applicable legislation in each area or country
of operation, as well as implementing control and compliance measures with legal and regulatory requirements related to
MYTILINEOS's activity, resulted in the absence of non-compliance incidents with legislation and its related impact on
environmental, social, and economic levels in 2023. Regular reviews and evaluations of compliance are conducted, training on
relevant regulatory compliance issues is implemented, such as data protection, the Code of Ethics application, corruption, and
bribery prevention, etc. Additionally, a whistleblowing platform and investigation system are in place.
Cybersecurity: Based on the overall assessment results of MYTILINEOS' Information Security Program for the year 2023, the
achievement level of goals set for maintaining an adequate level of cybersecurity, smooth operational function, protection of
corporate and personal data, and compliance with current regulatory requirements is considered highly satisfactory. This
contributes to the company's broader strategy for Sustainable Development and the preservation of the rights of stakeholders.
Ecological Impacts: No incidents of non-compliance with environmental legislation and related regulations were recorded, thereby
avoiding any direct significant economic impact and effects on the company's image and reputation. Simultaneously, no incidents
of biodiversity degradation were reported from the company's activities. Mining activities continued in a responsible and
sustainable manner, with the restoration rate of the total usable area reaching approximately 87% in 2023 (compared to 85% in
2022), without committing to new areas. Additionally, there were no incidents of bird fatalities.
3.4. Sustainable Development Governance
MYTILINEOS recognizes that effective governance structures for relevant issues are required to integrate Sustainable Development
into the core of its corporate philosophy and operations. In this direction, the company has developed a specific structure,
progressively improving it to ensure that Sustainable Development principles and strategies are clearly, responsibly, and
transparently incorporated at all levels of the business. Simultaneously, the company promotes continuous improvement and
innovation.
The Sustainable Development Governance structure of MYTILINEOS:
Sustainable Development Committee
The Committee assists the Board of Directors in enhancing the company’s long-term commitment to creating value in the
three pillars of Sustainable Development (economy, environment, and society). It oversees the implementation of
responsible and ethical corporate conduct, regularly evaluating environmental, social, and governance (ESG)
performance based on results.
Corporate Governance and Sustainable Development Central Function
Through its pivotal and coordinating role, the service determines short-term strategic priorities and the long-term
Sustainable Development strategy of the company. It provides relevant information to the company’s Board of Directors
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through the Sustainable Development Committee. It collaborates directly with central functions (especially Finance,
Financial, and Procurement departments), business units, and key subsidiaries to ensure alignment with the central
Sustainable Development strategy, supporting the development of processes and measures to achieve relevant goals.
Additionally, the General Division is responsible for the company’s annual reports on non-financial information and
Sustainable Development, coordinating, monitoring, collecting, and synthesizing Sustainable Development efforts
throughout the company to ensure the highest possible ESG performance and meet the increased demands of the
investment community in this sector.
Enterprise Risk Management System
The MYTILINEOS system operates to reduce the probabilities and impacts of risks and to maximize the benefit from the
opportunities presented, including those related to the Company's Material issues of Sustainable Development.
MYTILINEOS has adopted an Enterprise Risk Management Framework to effectively identify, assess, prioritize and address
enterprise risks. This framework serves as a strategic tool for integrating risk management into decision-making, day-to-
day operations and the development of a strong culture, promoting risk appetite, accountability, transparency,
awareness and coordination of all stakeholders in risk management. Finally, the framework, based on best practices
(COSO ERM, ISO 31000) and it is tailored to MYTILINEOS' needs.
General Divisions of Business Sectors
The Divisions determine directions for their respective Sustainable Development/ESG teams in collaboration with the
Corporate Governance and Sustainable Development Central Service, ensuring Key Performance Indicators (KPIs) align
with MYTILINEOS's strategic goals. The Sustainable Development/ESG teams are also responsible for organizing and
implementing Sustainable Development initiatives by Business Sector.
Stakeholder Consultation Process
It is a principle of MYTILINEOS's responsible operation that contributes to enhancing transparency, social acceptance of
the company's operation, and further improving initiatives of responsible entrepreneurship and the company's
Sustainable Development.
Codes of Conduct
The "Code of Business Conduct" of the company, concerning the acceptable conduct rules of MYTILINEOS's management
towards employees, professional ethics principles, and rules governing the conduct between employees and third parties,
plays a significant role in Sustainable Development governance. Additionally, the "Supplier & Business Partners Code of
Conduct" describes the company's minimum requirements/expectations from its supply chain in environmental, social,
and governance (ESG) matters as one of the key conditions for commercial collaboration.
4. ESG Criteria
For MYTILINEOS, the integration of ESG (Environmental, Social and Governance) criteria into its business strategy is a crucial
element for its responsible development. Through this integration, the company aims to: a) align its environmental, social, and
ethical priorities and values with its business targets, and b) implement policies and procedures contributing to better risk
management, thereby enhancing its sustainability. Simultaneously, this process strengthens the company's ability to respond to
specific demands related to ESG criteria, including: i) the increasing demand for such criteria from investors and credit rating
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agencies, ii) providing specialized information for ESG assessments from international organizations, and iii) meeting growing
reporting requirements for Sustainable Development data.
During 2023, MYTILINEOS held more than 50 meetings with analysts and investors. Most of the meetings had on their agendas
topics such as the management of sustainability issues, the Company's ESG performance, the annual variable remuneration
programs of senior management (N-1) related to ESG indicators and topics related to the Company's commitments, such as
addressing climate change, human rights and biodiversity protection.
4.1. ESG Assessments
Every year, international independent ESG assessment organizations systematically evaluate MYTILINEOS' performance, using
various methodologies to assess its practices in managing and minimizing ESG risks, as well as leveraging corresponding
opportunities. The company undergoes 16 ESG assessments annually by 12 different ESG raters concerning the integration of ESG
criteria into its operations.
In 2023, MYTILINEOS continued its trajectory of improving its performance, achieving significant progress and ranking in the top
10% of companies with the best ESG performance in its sector according to 7 out of the 12 international organizations that evaluate
it. The results of the key ESG assessments as of December 31, 2023, are outlined below:
S&P Global: Score 66/
100
(2022: 60/
100
)
The company is ranked in the top 8% of companies in the Industrial Conglomerates industry. Improvements, in individual
performances across various parameters at the three ESG pillars of the Corporate Sustainability Assessment, played a crucial
role in the company's reselection in the DJSI Emerging Markets index for the second consecutive year.
MSCI ESG : Score AA/
AAA
(2022 : A/
AAA
)
MYTILINEOS, by further improving its performance, joined the leading companies (LEADERS) in the Industrial Conglomerates
industry, one year after its official entry into the MSCI ESG Ratings index.
Sustainalytics: Score 18.7/
100
(2022: 24.1/
100
)
For the first time, MYTILINEOS is among the 11% of Utilities companies with the lowest ESG risk, based on Sustainalytics'
demanding ESG assessment.
EcoVadis: Score 78/
100
(2022: 67/
100
)
For the first time, MYTILINEOS was awarded the highest distinction, the Platinum Award, for its Sustainable Development
practices, ranking among the top 1% of companies in the "Construction of Utility Projects" industry.
ISS Quality Score
For the third consecutive year, MYTILINEOS maintained the highest score in the "Environment" (1/
1
) and "Society" (1/
1
)
categories, while its performance in the "Governance" category (3/
1
) was equally significant.
Finally, MYTILINEOS' leadership in Sustainable Development is confirmed by its presence in the top 10% of companies in its sector
and recognition from other internationally acclaimed ESG raters such as Refinitiv, FTSE, ESG Book, Bloomberg, and Ideal Ratings.
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5. Climate related issues
5.1. Company Commitment
MYTILINEOS recognizes that climate change is a global issue that requires urgent and collective action, as it constitutes the most
significant environmental challenge due to the rapid planet warming caused by human activity (greenhouse gas emissions). The
company, primarily engaged in the energy and aluminum production sectors – activities historically associated with high energy
demands and a significant carbon footprint – has made the adaptation of its activities to the consequences of climate change and
the implementation of initiatives to address it a key pillar of its Sustainable Development strategy. In this context, in 2021, the
company decided to renew its organizational structure and operating model to align with and support its business strategy in
addressing climate change, contributing to the necessary national and global efforts.
In accordance with the measures adopted in the Paris Agreement and the United Nations Sustainable Development Goals (Goal
7: Affordable and Clean Energy & Goal 13: Climate Action), MYTILINEOS actively commits to contributing to the creation of a low-
pollution economic environment. This commitment enhances its ability to generate sustainable value and is manifested through
a specific Action Plan for energy transition. This plan reflects the company's integrated approach to mitigating the impacts of
climate change, with the ultimate goal of significantly reducing carbon emissions by 2030 and achieving net-zero emissions by
2050.
Following the disclosure of its climate commitments, MYTILINEOS also focuses on aligning itself with the recommendations of the
Task Force on Climate-related Financial Disclosures TCFD
10
, by the Financial Stability Board. The target is to better integrate the
issue of climate change into governance, strategy, and risk management processes, assessing the impact of potential climate risks
(physical and transition) on its financial position, as well as the corresponding opportunities related to its business model and
activities. The company has already begun adapting to each of the four thematic areas of TCFD recommendations: Governance,
Strategy, Risk Management, Indicators, and Targets.
10
Task force on climate-related financial disclosures. Link: https://www.fsb-tcfd.org
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5.2. Strategy & Policy
Climate Change, as a strategic pillar of the Company's Sustainable Development, focuses on a) the voluntary contribution
of the Company to addressing the phenomenon, b) strengthening practices that ensure the resilience and continuity of
its activities, and c) leveraging emerging business opportunities within the framework of energy transition. In this
context, MYTILINEOS's key strategic priorities include:
i. Adapting the Company's activities to the consequences of climate change by regularly analyzing the impacts,
risks, and corresponding opportunities.
ii. Implementing, monitoring, and reviewing initiatives and corresponding reduction targets for CO
2
emissions and
carbon neutrality for 2030 and 2050.
iii. Integrating climate goals into strategic planning and decision-making processes.
iv. Executing an ambitious plan for investments in Renewable Energy Systems (RES) by 2030.
v. Developing strategic partnerships for the implementation of innovative technologies in production activities,
aiming to reduce CO
2
emissions intensity.
vi. Further emphasizing the circular economy. Aluminum is an extremely recyclable metal, and increasing the
production of recycled aluminum will significantly contribute to reducing carbon intensity in production
activities.
vii. Further expanding its business activities in Sustainable Development projects (Renewable Energy and Energy
Storage).
Additionally, MYTILINEOS has developed a Central Environmental Policy, with a particular emphasis on addressing
climate change, to strengthen and promote its climate commitments. Key elements of this policy include:
i. Setting and revising medium and long-term targets for the reduction of carbon emissions, aiming to reduce
total CO
2
emissions (scopes 1 & 2) by 30% by 2030 and achieve net-zero emissions by 2050.
ii. Identifying key categories, measuring, and establishing reduction targets for indirect CO
2
emissions (scope 3).
iii. Implementing and revising key initiatives to reduce the Company's carbon footprint by Business Sector.
iv. Responsible energy use through enhancing energy efficiency and conservation.
v. Addressing the risks and challenges of climate change, as well as adapting the Company's activities to the
related impacts by developing appropriate action plans.
vi. Disclosing detailed information on climate change management in accordance with international standards.
5.3. Resilience to the Consequences of Climate Change
Achieving a climate-resilient business model involves assessing how climate change creates new risks or opportunities
or alters existing ones. MYTILINEOS monitors and manages the impacts of climate change with a particular focus on
analyzing proposed climate "scenarios" to understand potential risks to its activities. Specifically, the company has
processed three different scenarios, each describing a different climate future in terms of greenhouse gas emissions
volume and concentrations in the atmosphere. These scenarios ultimately depict the severity and intensity of the noted
climate change as a function of climate change mitigation policies. These scenarios are based on the Network for
Greening the Financial System (NGFS) scenarios and their underlying assumptions that incorporate both transition risk
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variables and natural risks. Specifically, the scenarios are based on the Representative Concentration Pathway (RCP)
scenarios developed in the context of the 5th Assessment Report of the Intergovernmental Panel on Climate Change
(IPCC) and are briefly presented below:
Weak/Lax Policies Scenario: This scenario assumes a world where actions to mitigate climate change are
delayed. Consequently, greenhouse gas emissions continue to increase in the 21st century, and the average
global temperature rises by over 3°C by the end of the century. Climate risks and opportunities are primarily
associated with natural impacts, as both chronic and acute consequences of climate change are significant. For
the quantitative analysis of these risks and opportunities, climate and economic data from scenarios developed
under RCP8.5 were used.
Current/Existing Policies Scenario: This is an intermediate scenario, assuming a market-driven transition to a
lower-carbon future, following the Paris Agreement. The climate mitigation policies are stronger compared to
the previous scenario, leading to an increase in the average global temperature between 2°C and 3°C by the
end of the century. Climate data used for the quantitative analysis of risks and opportunities are derived from
scenarios developed under RCP4.5.
Strong Policies Scenario (Net-Zero): The Net-Zero Emissions scenario incorporates robust climate mitigation
policies, indicating a pathway for carbon concentrations that allows the global energy sector to achieve net-
zero CO2 emissions by 2050. It aligns with limiting the rise in global temperatures to 1.5°C by the end of this
century, with little or no temporary overshooting of the predetermined warming level. Climate data used for
the quantitative analysis of risks and opportunities are derived from scenarios developed under RCP2.6.
When, during the process, the scenarios indicated significant potential risks and/or opportunities for the Company, an
assessment of their economic impacts was conducted to better understand their scope for MYTILINEOS.
In conclusion, although the analysis revealed risks of varying intensity under each scenario, MYTILINEOS's diversified
business model can be characterized as resilient to the impacts of climate change for the following reasons:
i. It has strong synergies among its business segments, and decentralized production with strict cost control
ensures robust financial performance despite unprecedented volatility in energy prices.
ii. It possesses structures, strategies, and policies that allow it to adapt and continue to operate effectively despite
the increasing challenges posed by climate change.
iii. It is characterized by flexibility in resource management, supply chain reviews, and the ability to adapt to best
practices that reduce environmental footprint and enhance resilience.
iv. It integrates Sustainable Development into its core activities and operations.
v. It promotes innovation, leverages technological progress, and actively manages risks.
5.4. Identification and Management of Climate Risks and Opportunities
As mentioned earlier, MYTILINEOS explores and prioritizes the risks and opportunities associated with climate change
that may affect its activities, following the TCFD guidelines and focusing on three "climate" scenarios. The analysis
primarily concentrates on existing industrial facilities in Greece and projects owned by MYTILINEOS, as it was deemed
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crucial to assess climate-related risks and opportunities in these cases. The identified risks and opportunities were
evaluated based on the following key criteria and their respective variables.
i. The criterion of the significance of the consequences that may arise from climate risks and opportunities,
considering the following variables:
Time horizon: short-term (up to 2025), medium-term (up to 2030), and long-term (up to 2050).
Their economic impact.
ii. The criterion of the level of certainty that the identified risks and opportunities will occur, considering the
following variables:
The extent to which the risk or opportunity can be quantified through the examined climate scenarios.
The variability of operational parameters related to climate risks and opportunities, based on the different
climate scenarios considered.
The direction and/or rate of change of parameters related to climate risks and opportunities.
The analysis process
11
highlighted three significant risks, two transitional and one physical, as well as four opportunities
that may have varying degrees of impact on the revenues and/or operational costs of the Company and its two sectors,
Energy and Metallurgy.
Potential Transitional Risks (in the RCP4.5 scenario and primarily in the RCP2.6 scenario):
Increase in costs due to higher carbon emission rights prices.
Rise in operational costs due to increased electricity and natural gas prices, based on the projected consumption
of electricity and natural gas in the Metallurgy sector.
Reduction in revenues for the Energy sector from increased selling prices of electricity and natural gas in the
short and medium term due to climate change mitigation policies.
Potential Physical Risks (in the RCP4.5 scenario and primarily in the RCP8.5 scenario):
Increase in costs for the Energy sector due to reduced efficiency of power generation units using natural gas
as fuel, caused by rising temperatures.
Potential Opportunities:
Increase in market share for low-carbon products or products essential for the green transition: MYTILINEOS is
actively involved in the dynamic growth of projects essential for the energy transition on an international level,
expected to play a significant role in this sector in the coming years.
Significant increase in demand for electricity: Electricity will be the primary energy source in the new era due
to the rapid electrification of the market (electric vehicles, heat pump installations, etc.).
Rise in demand for aluminum as a key component of the energy transition: Achieving carbon neutrality by 2050
requires the installation of high-energy-efficient infrastructure in buildings, with aluminum playing a significant
role.
Development of innovative technologies: new technologies (e.g., batteries, sustainable hydrogen, biofuels,
CCUS) will be essential for the energy transition and will create new value in the energy market.
11
The process of renewing climate risks and opportunities in the Company's two main Business Sectors is underway following its transformation. The results will be available in both
the Company's Sustainability Report and TCFD Special Report for the year 2023.
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Measures and strategies implemented for the management and mitigation of climate risks:
MYTILINEOS has developed a comprehensive strategy to address climate change, guiding its initiatives to reduce
carbon dioxide emissions as outlined in the Kyoto Protocol, the Paris Agreement on Climate Change (CoP21),
and Greece's corresponding National Energy and Climate Plan (NECP), which defines Greece's contribution to
the European Green Deal. MYTILINEOS' strategy for emission reduction goals was disclosed in February 2021,
following the International Energy Agency's (IEA) scenario for limiting the increase in the planet's average
temperature well below 2 degrees Celsius.
MYTILINEOS has adopted specific initiatives to reduce its carbon footprint, detailed in the section titled "Climate
Goals & CO2 Emission Reduction Initiatives."
The Company's Business Sectors closely collaborate with the Central Regulatory Affairs Division, which holds a
strong presence in the EU. This department actively participates in initiatives or associations that take positions
on any policy, law, or regulation that may impact the climate. Specifically, the Company's Central Regulatory
Affairs Division interacts with policy makers by sending relevant documents or occasionally through direct
meetings to ensure they are aware of and understand the Company's positions, as well as proposed
improvements to legislation.
MYTILINEOS implements pre-market emission offset mechanisms through the Central Finance Division while
enhancing collaborations between its Business Sectors. For example, supporting the Metallurgy Sector in
shaping an alternative "energy basket" and transitioning to green energy from the Energy Sector.
The Company expands its portfolio of Renewable Energy Sources (RES) through the Energy Sector, aiming to
increase its market share in the electricity market. In the Metallurgy Sector, actions to improve energy efficiency
and the design of processes to reduce direct emissions are planned and implemented.
MYTILINEOS applies systematic procedures for monitoring and compliance with legislation, obtaining
greenhouse gas emission permits as required by law and submitting relevant reports. The Company also
participates, through the Energy and Metallurgy Divisions, in the European Union Emissions Trading System (EU
ETS) since 2013. Additionally, the Company has installed all necessary systems for regular monitoring of CO2,
Fluoride, and PFCs emissions, as well as other air pollutants (NOx, SOx, and particles) through continuous
measurements. The Company systematically applies Best Available Techniques (BATs) in its production
processes and ensures proper maintenance and modernization of equipment.
In the Metallurgy Sector, a study continues for the installation of carbon dioxide emission capture systems at
the facilities of the plant Aluminum of Greece in collaboration with a leading company in the field globally.
The Company's financial planning incorporates tools related to climate risks and opportunities. In April 2021,
MYTILINEOS issued a Green Bond worth 500 million to finance future development with solutions contributing
to climate change mitigation. By the end of 2023, all proceeds from the Green Bond were allocated to 7 wind
projects, 52 solar projects, 2 acquisitions and 2 investments in secondary aluminium both in Greece and abroad.
More information is available at the link: https://www.mytilineos.com/sustainability/sustainable-finance/
In addition, the Company implements the following measures:
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Emergency Plans have been drafted for thermal power stations in cases of extreme natural events (heatwaves,
frost, storms, floods, etc.), along with specific flood studies for stations located near streams. Concerning the
operation of Renewable Energy Units, wind turbines are equipped with safety systems that halt generator
operation in case of strong winds, positioning their blades safely. Additionally, the surfaces (panels) of solar
collectors are hail resistant.
In the Metallurgy Sector, studies have been conducted for hazards related to accidents caused by natural
disasters and floods. Infrastructure has been constructed or improved to address the most extreme events, and
emergency plans have been created. A risk assessment study for water-related dangers due to climate change
has also been conducted.
Regarding the Company's international activities through the Energy Division, appropriate protection measures
are taken and implemented within the limits of facilities and construction sites.
5.5. Climate Goals and CO
2
Emissions Reduction Initiatives
MYTILINEOS has set the following central goal for reducing its carbon footprint by 2030 (with a baseline year of 2019) as
a milestone towards achieving its commitment to Net-Zero emissions by 2050.
Reduce by -30% the total direct and indirect CO
2t-eq
emissions (Scope 1 & 2) from all its activities.
To achieve this goal, the Company has developed specific overall and sector-specific targets, implementing specialized
action plans for each business segment. These plans focus on leveraging existing technology, fostering innovation, and
developing cutting-edge solutions, considering the unique characteristics of each activity and the current composition
of the country's energy mix. These plans are renewed annually in line with developments. More specifically, the
individual categories of actions for key initiatives include, but are not limited to:
Implementing strategic partnerships in the Renewable Energy sector.
Applying best practices and energy-saving initiatives.
Executing pilot programs and specific technical actions in production processes.
Optimizing existing processes through the introduction of technological upgrades where feasible.
Participating in European programs within the Company's R&D activities.
Monitoring emerging technologies for future implementation.
In the Metallurgy Sector, where the production process of primary aluminum is particularly energy-intensive, a key
objective is the significant reduction of indirect CO
2
emissions (Scope 2) through the use of renewable energy by 2030.
Simultaneously, the Company is investing in the production of recycled (secondary) aluminum, an activity perfectly
aligned with European standards, making a substantial contribution to addressing climate change. The production of
recycled aluminum diminishes the need for bauxite mining, a fundamental natural resource, and requires significantly
less energy compared to primary production. Consequently, it results in reduced greenhouse gas emissions per ton of
produced aluminum, thereby positively contributing to the global fight against climate change.
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The goals of the Metallurgy Sector until 2030 (with the base year being 2019) are:
Reduce total direct and indirect CO
2t-eq
emissions (scope 1 & 2) by -65%.
Achieve a -75% reduction in CO
2
emissions
(scope 1 & 2) per ton of produced aluminum.
The action plan to achieve these goals by 2030 includes six emissions
12
reduction initiatives.
Implementation of cutting-edge technologies and the utilization of digital industrial methods in the stages of
aluminum production.
Electrification of the Sector exclusively through Renewable Energy Sources.
Use of low-carbon emission fuels.
Increase in the production of secondary aluminum.
Increase in sales of hydrated aluminum.
Study on the application of carbon dioxide capture technologies.
In the Energy Sector, MYTILINEOS does not possess, in comparison to other energy production companies, coal-fired
power units that can be decommissioned. Therefore, it is challenging for the company to significantly reduce its direct
emissions. Additionally, setting an intermediate goal for the absolute reduction of total CO
2
emissions (scope 1 & 2) in
the Sector was not feasible, considering the upcoming operation of the new state-of-the-art 826MW high efficiency
Combined Cycle Gas Turbine (CCGT) power plant. Consequently, the company aims to reduce its carbon emissions per
generated MWh. MYTILINEOS acknowledges that burning natural gas for electricity generation releases emissions such
as CO
2
and nitrogen oxides into the atmosphere. However, it recognizes the significant role of natural gas, considered a
transitional fuel (COP28 UAE), in the energy transition, as it is a less polluting alternative that can displace other fossil
fuels like coal and oil while ensuring a continuous supply of electricity. Moreover, the war in Ukraine has raised concerns
about energy independence and security. The most accessible path to reduce emissions in many countries has been
transitioning from coal to natural gas as a fuel source for electricity generation, and this trend is expected to continue in
many markets. In this direction:
1) The Company uses natural gas as a more environmentally friendly choice both in the short and medium term
to support the gradual transition from coal and oil to renewable energy sources. The technologies of these
sources continue to evolve and become progressively more economically sustainable.
2) The company's natural gas power generation units can quickly adjust their production capacity, ensuring a
stable energy supply to the domestic grid when renewable sources such as wind and solar are not available due
to weather conditions. This flexibility supports the integration of more renewable energy sources into the
energy mix.
3) The use of natural gas, both in gaseous and liquefied form by the Company, with the capability of transportation,
enhances both domestic and European energy security.
Additionally, the Company continues to complete the construction of the first phase (180MW) of the Greek Portfolio of
~1.5GW photovoltaics, which has gradually begun operation, while the construction of the second phase of the Greek
12
In the 2023 Sustainable Development Report of the Company, the detailed progress and implementation status of the specific initiatives are presented.
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Portfolio with a capacity of ~700 MW starts within 2024. Concerning the international portfolio, MYTILINEOS is currently
constructing over 2GW of photovoltaic projects outside Greece, expected to be operational in the near future.
The goal of the Energy Sector
13
until 2030 (with the base year 2019) is:
Reduction of approximately 50% in direct and indirect CO
2
emissions (scope 1 & 2) per generated MWh.
The action plan to achieve the above goal by 2030 includes six initiatives
14
for emission reduction:
Continuous development of the Renewable Energy Portfolio.
Use of renewable energy in the buildings of the Energy Sector, either by forming Power Purchase Agreements
(PPAs) with renewable energy suppliers or by directly installing renewable energy sources and energy storage
capabilities.
Replacement of diesel generators with energy storage batteries at the construction sites of the Company's
projects.
Utilization of electric heat pumps to replace natural gas-based heating systems in office spaces within the
Energy Sector.
Replacement of all corporate vehicles in the Energy Sector with electric vehicles to reduce emissions from fuel
consumption.
Net-Zero Emissions by 2050
With the goal of achieving net-zero carbon emissions by 2050, MYTILINEOS has incorporated into its Action Plan the
study of the feasibility of implementing the following key initiatives, contingent upon further maturation of innovative
technologies, aiming for a drastic reduction in CO2 emissions (scope 1) across all its activities:
Use of zero or low-carbon hydrogen.
Use of fuels with zero or low carbon emissions.
Implementation of carbon capture and storage technologies.
Application of Inert Anode technology in aluminum production.
Further increase in the production of secondary aluminum.
Electrification of mining operations to eliminate emissions from relevant equipment.
Offsetting the remaining emissions.
5.6. Progress of the main Climate Targets
Regarding the progress of total CO2 emissions (scope 1 & 2), the Company achieved an overall reduction of -7.6% during
the period 2019 – 2023, leveraging the decarbonization of Greece's energy mix, as well as the results of specific initiatives
aimed at reducing CO2 emissions in scope 1, within the production process of the Metallurgy Sector. Over the next two
years, the Company anticipates that its total emissions will fluctuate at higher levels compared to those of 2023, primarily
due to the full operation of the new thermal power unit producing electricity from natural gas and the commencement
13
Following the company's restructuring, the Energy Sector now encompasses the entire previous sector of Renewable Energy Development and Energy Storage Projects, as well as a
portion of the Sustainable Development Projects sector of the Company. These sectors had their own climate goals, which are now integrated into the overall target of the Energy
Sector.
14
In the 2023 Sustainable Development Report of the Company, a detailed presentation of the progress and implementation status of specific initiatives is provided.
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of new conventional electricity production projects and infrastructure projects, covering the anticipated partial
reduction in scope 2 emissions. It should be noted that the estimation of these emissions has already been budgeted in
the initial goal-setting exercise, thus not expected to have a significant negative impact on achieving the overall target
(-30%) by 2030. From 2026 onwards, the significant renewable energy investment plan of the Company is expected to
substantially support the drastic reduction of indirect emissions by 2030, in conjunction with the implementation of
specific actions to reduce direct emissions, which will be at an advanced stage, such as the implementation of carbon
capture technology in the Metallurgy Sector, currently under study.
However, the Company's business growth over the past 2 years, in combination with its recent transformation, adds
new production units and services to its portfolio, which should be integrated within the framework of setting climate
targets to assess their potential impact. Furthermore, after 4 years of continuous monitoring of CO
2
indirect emissions,
scope 3, the Company intends to explore the possibility of setting targets in this emission category. For these reasons,
MYTILINEOS has scheduled its first official review of its climate targets by 2025, following best practices. The review
exercise will examine, among other things, the following issues:
- studying the specificities of the new business structure and their impact on climate targets,
- evaluating existing initiatives to reduce CO
2
emissions, in conjunction with the degree of utilization of available
technologies, to identify positive and negative elements,
- assessing the maturity of new technologies and their implementation possibilities,
- integrating new activities (acquisitions by the Company),
- changing the baseline year for targets (from 2019 to 2020),
- evaluating the possibility of alignment from the currently WB 2°C scenario to the 1.5°C scenario,
- confirming existing or setting new targets for scopes 1 & 2,
- exploring the possibility of setting Scope 3 reduction targets.
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5.7. Energy Consumption & Air Emissions
MYTILINEOS calculates its direct and indirect emissions on an annual basis and publishes them in the Sustainable
Development and ESG Performance Report, which undergoes external assurance. The total CO2 emissions from scopes
1 and 2 for the Company in the fiscal year 2023 amounted to approximately 4,286 ktCO2e (2022: 3,922 ktCO2e),
recording a 9% increase from the previous year.
Total Energy Consumption
Energy consumption within MYTILINEOS is systematically monitored across all production units, office buildings, and
company premises. In 2023, the total energy consumption amounted to 58,198.5 TJ, showing a slight increase of 1.7%
compared to 2022. The 73% of this consumption is attributed to primary energy consumption from fuels (with 99% being
natural gas), and 27% to electricity and steam consumption.
Direct CO
2
Emissions (scope 1)
15
Direct carbon emissions (scope 1) come from sources (industry units or processes releasing greenhouse gas emissions
into the atmosphere) owned or controlled by the Company. Specifically, these emissions, amounting to >95%, originate
from the aluminum and aluminum production process (fuel consumption and chemical processing as part of the
production process), as well as from the electricity generation process (via natural gas consumption). Direct emissions
in 2023 amounted to 2,730 ktCO2e, recording a slight increase of 3.4% compared to 2022.
Indirect CO
2
Emissions (scope 2)
16
Indirect carbon emissions (scope 2) come from the production of electricity purchased by the Company for its own
consumption. Overall, indirect emissions (scope 2) in 2023 amounted to approximately 1,555 ktCO2e, showing an
increase of 21.4% from 2022, due to the increased conversion factor of consumed electricity into CO
2
equivalent
(calculated by RES & Guarantees of Origin Operator S.A., DAPEEP), resulting from the increased participation of lignite
and oil in the country's remaining energy mix and the simultaneous decreased participation of renewables. Additionally,
annual electricity consumption did not significantly change compared to the previous year, amounting to 2,913 GWh
(2022: 2,935 GWh), recording a slight decrease of 0.7%.
Other significant emissions
Regarding the remaining significant air emissions, these decreased compared to 2022. The total quantity of nitrogen
oxide (NOx) and sulfur dioxide (SOx) emissions recorded a decrease of 11.1%. The quantity of emitted fluorine also
decreased by 9.2%, while a further reduction of approximately 15% in the quantity of particulate matter (PM) was
achieved.
Performance Evaluation & Continuous Improvement
The framework of the Environmental Management Systems implemented by the Company, it undergoes
inspections by independent third parties, while internal audits are also conducted.
15
KPI according to the "European Commission Guidelines on reporting climate-related information". The calculation of direct greenhouse gas emissions (Scope 1) is carried out using
conversion factors of energy from fuel consumption (in TJ) into carbon dioxide equivalents (CO2eq). The figures used are those valid at the end of the reference period (year 2023). The
NIR 2023 methodology has been used for the values of the conversion factors.
16
KPI according to the "European Commission Guidelines on reporting climate-related information". The calculation of indirect greenhouse gas emissions (Scope 2) is carried out using
conversion factors of energy from electricity, heating, cooling and steam consumption (in TJ) into carbon dioxide equivalents (CO2eq). The figures valid at the end of the reference
period (year 2022) are used. For the values of the conversion factors, the RES & Guarantees of Origin Operator S.A., DAPEEP methodology has been used https://www.dapeep.gr/wp-
content/uploads/2023/07/%CE%95%CE%9D%CE%95%CE%A1%CE%93%CE%95%CE%99%CE%91%CE%9A%CE%9F-%CE%9C%CE%95%CE%99%CE%93%CE%9C%CE%91-2022.pdf
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Key performance indicators related to energy management and air emissions are externally assured within the
framework of the Sustainability Report assurance.
MYTILINEOS voluntarily participates on an annual basis in the assessment conducted by the reputable, non-
profit, global environmental organization CDP – Climate Change. The Company's performance for 2023
recorded partial improvements from the previous year in 4 out of the 11 total assessment categories, certifying
once again its commitment to coordinated actions in managing climate-related issues.
Performance of MYTILINEOS in CDP - Climate Change
2021
C/A
2022
B/A
2023
B/A
More information related to climate issues will be published in both the Sustainable Development Report and the
Company's TCFD Special Report 2023 https://www.mytilineos.com/sustainability/reports/
6. Environmental Issues
Compliance with current environmental legislation and standards is a fundamental element of MYTILINEOS’ business
activity. It is equally important as other matters that the Company manages within the framework of its continuous and
responsible development. This position, which constitutes a key component of the Company’s central Environmental
Policy, is primarily based on the principle of adhering to legal requirements, as well as the agreements and commitments
that the Company has voluntarily undertaken through the Business Sectors. Additionally, monitoring compliance with
the approved environmental permits of the Company’s operational units (Environmental Permit Approval Decisions) is
an internal process conducted regularly within each Business Sector by specialized personnel, as well as annually by a
recognized independent third-party assurance provider responsible for auditing and certifying the environmental
management system.
The relevant list of the Company’s Environmental Permit Approvals is available at the following web address:
http://www.mytilineos.gr/Uploads/Adeies_Egkrishs_Perivallontikon_Oron.pdf
The Company is committed to reducing its carbon and environmental footprint, both through the implementation of
new technologies and appropriate sustainable investments, as well as through the application of a comprehensive
environmental management system certified according to the international standard ISO 14001:2015. The system is
supported by individual environmental policies, investments in upgrading production units using new technological
developments, and the application of Best Available Techniques by Business Sector.
For more details related to this specific section, please refer to the 2023 Sustainable Development Report of the Company
https://www.mytilineos.com/sustainability/reports/
6.1. Water Management
Water is a fundamental and irreplaceable natural resource for MYTILINEOS’ core activities. More than 99% of the total
water withdrawals are used for the production of aluminum, alumina, and electricity (cooling processes) in MYTILINEOS’
units. The remaining water corresponds to other production activities, auxiliary services of production units, as well as
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consumption in the Company’s office buildings. All water withdrawals intended for production are strictly regulated by
government authorities, which issue permits and determine maximum withdrawal volumes to avoid significant adverse
impacts.
Company policies and commitments
Responsible management of water withdrawal, use, and disposal in accordance with MYTILINEOS’
Environmental Policy. Additionally, the responsible water management issue is also included in the Company’s
Human Rights Policy.
Voluntary participation of MYTILINEOS in the global Sustainable Development initiative CDP – Water Security,
through which it declares its commitment to responsible management of potential risks related to water
resources management from its activities.
Key Risks
Possible future changes in withdrawal limits and discharge parameters in the Environmental Permit Approval
Decisions for the Company’s industrial units, particularly in the Metallurgy and Electricity Business Sectors. This
involves a potential risk that could result in increased capital and operational expenses related to the
development of alternative water resources.
Actions for addressing and mitigating risks
In order to achieve more efficient water management, MYTILINEOS implements practices and continuous improvement
programs across all its core production units. Specifically:
Environmental Management System (EMS): MYTILINEOS adheres to ISO 14001-certified EMS, which facilitates
the management and handling of potential incidents. This includes creating plans to minimize leakage risks and
implementing predictive, preventive, and corrective measures to maintain water quality.
Groundwater Withdrawal: In the Metallurgy sector, MYTILINEOS withdraws water from shallow controlled
groundwater networks. This allows natural replenishment through rainfall, snowmelt, etc. (renewable sources).
Water Recycling and Reuse: MYTILINEOS implements recycling and reuse programs for water in production
processes or secondary uses to the maximum extent possible.
Risk & Impact Assessment: MYTILINEOS conducts risk and impact analyses in the underground aquifer of the
aluminum plant area, along with hydrogeological studies.
Cooling Towers: At the Agios Nikolaos Viotias energy complex, MYTILINEOS cools the power plant’s cooling
towers using a systematic method that utilizes rejected seawater from the Metallurgy sector. This approach
minimizes significant seawater withdrawal.
Internal Water Consumption Targets: MYTILINEOS sets annual internal targets for critical water consumption in
the sectors with the greatest impact. Additionally, methods for collecting and reusing rainwater are applied.
Strictly Controlled Monitoring of Water Discharge: MYTILINEOS ensures rigorous monitoring of water discharge
in all production units and subsidiaries to guarantee the quality of the discharged water. This adherence to
environmental regulations and terms is consistent with the environmental licenses obtained for the facilities.
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Technological Upgrades: MYTILINEOS undertakes technological upgrades related to the use of rejected brackish
water. These upgrades were completed in 2023, aiming to replace high-quality water for industrial use. As a
result, water consumption decreased by 230,000 m
3
.
Intensified Leak Detection: Intensive leak detection measures are implemented in the potable water network
within the aluminum plant and neighboring settlements. Collaborating with relevant technical services, this
effort resulted in a 10% reduction in potable water consumption for the plant in 2023 compared to 2022.
Quality Control of Processed Industrial Wastewater: Regular measurements of specific parameters are
conducted to assess the quality of disposed processed industrial wastewater. These measurements adhere to
the existing environmental regulations and water usage permits on an ongoing basis.
Results of Actions:
Water withdrawal and discharge from MYTILINEOS activities in 2023 were within the limits specified by the
relevant environmental permits for each core facility. No issues were identified that could significantly affect or
threaten the adequacy of available water in the aquifer horizon or any water source of high value for
biodiversity conservation or essential for local communities.
A total of 152.7 thousand ML of water were withdrew for use, which is 13.1 thousand ML less than in 2022.
Additionally, the quantity of treated water returned to water receptors after quality processing and in
accordance with approved environmental conditions per sector was 144.7 thousand ML. As a result, the overall
water consumption reached nearly 8.0 thousand ML, marking a 23.0% increase. However, freshwater
consumption decreased by 12.6% compared to 2022. The increase in total water consumption, despite reduced
freshwater usage, is attributed to the commissioning of the IPP-II power generation unit within the Agios
Nikolaos energy complex in 2023.
Indicator: Total water consumption
Unit
2022
2023
Δ
Total water withdrawals
17
ML
165,808.0
152,729.2
-7.9%
Total water discharges
ML
159,298.1
144,723.4
-9.1%
Total water consumption
ML
6,509.9
8,005.8
+23.0%
The quantity of reused water in other units of the Company, which prevented additional withdrawals,
amounted to nearly 11,1 thousand ML, corresponding to 7.3% of the total withdrew water. The amount of
water reused in 2023 doubled compared to 2022 due to the commissioning of the new power generation unit
IPP-II in the energy complex of the Agios Nikolaos region.
In 2022, there were no reported incidents of non-compliance related to permits, standards, or regulations
regarding water quantity or quality.
17
The total water withdrawal is the sum of the different sources and is measured directly (using flow meters) or by estimating the output of
the water withdrawal pumps.
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Performance Evaluation & Continuous Improvement
Regular internal audits are conducted to improve water management.
MYTILINEOS voluntarily participates annually in the evaluation by the reputable non-profit global
environmental organization CDP – Water Security. The Company’s performance for 2023 showed individual
improvements in 3 out of the 11 overall assessment categories, reaffirming its commitment to coordinated
water management actions.
Key performance indicators related to water are externally verified as part of ensuring the Sustainability Report.
Performance of MYTILINEOS in CDP – Water Security
2021
B/A
2022
B/A
2023
B/A
The additional details related to this specific section are published in the Sustainable Development Report 2023 by the
company. You can find the report here https://www.mytilineos.com/sustainability/reports/
6.2. Pollution prevention
The main concern for the Company is the effective prevention of any form of pollution of the natural environment from
the production activity (air emissions, solid and liquid waste, use of chemicals), as well as any major industrial accidents.
Company policies and commitments
Prevention of any identified pollution risk from the Company’s activities, in accordance with MYTILINEOS’
Environmental Policy.
Key risks
The potential degradation of air quality, groundwater and surface water quality, marine environment, as well
as soil pollution from industrial accidents, constitute permanent potential risks for the Company that can lead
to operational disruptions, affect its financial position, strategy, and reputation.
Actions for addressing and mitigating risks
In the Metallurgy Sector, a special Policy for Prevention of Major Accidents is applied to prevent and address
risks related to the use of hazardous substances in the sector’s activities. Through a series of preventive
measures, the Company avoids any incidents that could degrade the environment. These measures include,
among others: Strict adherence to the Environmental Conditions of the Metallurgy activity. Compliance with
the measures specified in the Safety Study (SEVESO III – implementation of Ministerial Decision 172058/2016).
Implementation of Best Available Techniques (BAT) in infrastructure and industrial waste management, training
on Emergency Response Plans (ERP), operation of a fire protection department and systematic monitoring of
water and soil quality.
Subsidiary Company DELFOI – DISTOMON: As part of the prevention and reduction of small and local incidents
related to lubricant leaks within underground chambers during mining activities, the following practices are
implemented on an annual basis: 1) procurement of materials, ensuring the highest possible quality from the
market and their maximum durability, 2) employee awareness seminars, immediate incident response,
collecting soil samples in the leak area and forwarding them to the hazardous waste area for proper
management and 4) regular and preventive equipment maintenance.
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In the Energy Sector: In all production units (thermal power plants, renewable energy sources, complex
construction facilities, and construction sites) within the Energy Sector, potential risks are identified to address
them promptly and minimize the consequences of unforeseen malfunctions and accidents. Specific measures
include: 1) adherence to Environmental Management Systems and Emergency Response Plans, as well as
compliance with operating and maintenance instructions for facilities, 2) monitoring of air emissions, 3)
preventive maintenance programs, 4) systematic environmental visual inspections of facilities and 5) annual
inspections by external bodies for certification of Environmental Management Systems.
Results of Actions:
During 2023, there were no incidents of pollution from the Company’s production activities, nor were there any
industrial accidents in the overall Company operations. Regarding air emissions, they were maintained for
another year at levels below those required by law.
The annual target of the Company is to avoid any incidents and industrial accidents that could cause pollution
to the natural environment across all its activities.
Performance Evaluation & Continuous Improvement:
Continuous measurements are conducted to monitor air emissions, particulate matter, water discharges, and
chemical analyses of liquid waste. Additionally, systematic environmental visual inspections of facilities are
performed.
Within the framework of the Environmental Management Systems in place, inspections are carried out by
independent third-party bodies as well as internal inspections.
The key performance indicators related to pollution prevention are externally verified as part of ensuring the
Sustainable Development Report.
Additional details related to this specific section are published in the Sustainable Development Report 2023 by the
company. You can find the report here https://www.mytilineos.com/sustainability/reports/
6.3. Circular Economy (Waste Management, Raw Materials, and Materials)
The main natural resources utilized by MYTILINEOS for the Metallurgy Sector are bauxite for the production of alumina
and aluminium on the one hand, and natural gas for the Energy Sector on the other, while the activities of infrastructure
construction, renewable energy development and energy storage projects do not involve the management of primary
natural resources, but the management of semi-finished or finished products. At the same time, the management of all
hazardous and non-hazardous waste, particularly bauxite residues, the reduction of waste to landfill, the reuse of water
and the proper management and reduction of water discharges are ongoing challenges for the Company.
Key Risks:
A significant environmental risk for the Company is the gradual reduction of available space for bauxite residue
disposal, which could have negative social and economic impacts.
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Company policies and commitments:
The Company aims to reduce the production of hazardous waste from its activities and maximize their
utilization. Additionally, there is continuous reduction and proper management of solid and liquid waste
through recovery, reuse, and recycling techniques wherever feasible.
The application of Best Available Techniques (BAT) in the production process is a reference point, in line with
MYTILINEOS’ Environmental Policy.
Actions for addressing and mitigating risks
In the Metallurgy sector, MYTILINEOS:
Operates an aluminum recycling unit (through its subsidiary company EP.AL.ME), where the circular economy
is fully implemented. The long-standing expertise in optimal processing of recycled aluminum produces new
raw materials, consuming significantly less energy and contributing to the reduction of operational costs and
environmental impacts. The main waste product from the unit, which is ash, is entirely used as an alternative
raw material in cement production. Additionally, for every ton of recycled aluminum produced, it consumes 20
times less energy than what is required for primary aluminum production.
Has set ambitious targets regarding the production of secondary aluminum (65,000 tons) and the use of
recycled (scrap) aluminum by 2030.
Conducts Life Cycle Assessment (LCA) studies to evaluate potential environmental impacts from bauxite mining
and aluminum production, following ISO 14040 and 14044 standards. Maintains and utilizes specially designed
waste disposal, while the disposal of bauxite residues (non-hazardous waste, accounting for almost 66% of the
company’s total waste) is done in a specific method, based on geotechnical studies, following the natural
topography of the area.
The company invests in pilot units for research and development in utilizing bauxite residues. It participates in
European programs related to efficient green technologies for producing useful products and materials.
Additionally, it focuses on developing technology for extracting rare earth elements.
Promotes Recycling: The company promotes recycling by handling the majority of liquid waste within its
production process. Simultaneously, it operates three Biological Sewage Treatment Plants for urban
wastewater.
The Innovation Department of the Metallurgy Sector at Agios Nikolaos plant consists of three new sections: the Research
and Sustainable Development (RSD), the Digital Transformation and the Continuous Improvement. Until 2023, the RSD
section participated in 24 research programs co-funded by the EU and the Greek government through financial bodies
such as Horizon 2020/Horizon Europe, EIT Raw Materials, EIT Manufacturing, ERA-MIN 2, and GSRT. These programs
explore topics such as:
Bauxite Residue Utilization, producing scandium, iron, aluminum, cement additives, and construction materials
from bauxite residues.
Processing and Continuous Utilization of Hazardous Waste, addressing waste generated from the dismantling
of electrolysis cells at the end of their life cycle (carbonaceous and refractory materials).
Alternative Aluminum Production, producing aluminum from secondary sources.
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Heat Recovery and Renewable Energy Use in Aluminum Production.
New Training Tools/Cycles for Engineers and Technicians in Raw Materials and Metallurgy fields.
Innovative Aluminum Recycling Technologies and Process Digitization.
The total funding for the Technology and Development Department (TDD) of the Metallurgy Sector at MYTILINEOS, from
research programs during the period 2017-2026, exceeds €11 million. Additionally, the company, through the Research
and Sustainable Development (RSD) section of the Innovation Department within the Metallurgy Sector, is positioned
among the pioneering global aluminum companies in the field of research for the utilization of bauxite residues and the
recovery of rare earth elements.
Furthermore, in 2023, MYTILINEOS, through its subsidiary Zeologic S.A., completed a study on the processing of alumina-
rich waste. The goal was to classify it as non-hazardous, with clear environmental benefits, allowing its use as raw
material for other industries without further processing.
In each Business Activity and subsidiary production unit:
Waste separation at the source is implemented, and waste collection networks operate for reuse and recycling.
In cases where internal recycling is not feasible, collaborations are established with alternative waste
management systems and licensed companies for waste collection, transportation, and disposal/utilization in
Greece and abroad.
The management of water discharges is fully controlled and is done through parameters defined by the
environmental regulations and terms, according to which the relevant environmental permits have been
obtained.
Results of Actions
In the Sector of Metallurgy, specifically at the Aluminum plant in Greece, which is responsible for 77% of the
company’s total waste production, the recycling rate increased to 85.5% in 2023 from 81.8% in 2022. The
quantities of non-hazardous waste, excluding bauxite residues and sterile decalcification wastes, sent for
further process by third parties remained at the high levels of 2022 (7,500 tons).
The percentage of solid waste that was reused, recycled, and utilized through various means, either by the
company itself or through third parties, decreased by approximately 6.7 percentage points and reached at
30.2% (2022: 36.9%) of the total waste (including bauxite residues).
The quantity of non-hazardous solid waste sent to landfills increased in 2023 and amounted to 3.4% (2022:
1.3%) as a percentage of the total non-hazardous solid waste produced (excluding bauxite residues that
undergo special processing).
In 2023, there was a decrease in the total quantity of the company’s solid waste by approximately 10%, mainly
due to the reduced production of Excavation, Construction, and Demolition Waste (EC&DW), almost 140,000
tons less, as a result of reduced construction activity within 2023 and, secondarily, due to the decrease in
bauxite residues and sterile decalcification wastes utilized by third parties. It is noted that the entire category
of waste was recycled or utilized by third parties.
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Indicator: Total Waste generated
Unit
2022
2023
Δ
Non-hazardous waste
t
1,118,545
1,001,136
-10.5%
Hazardous waste
t
21,157
22,624
+6.9%
Total
t
1,139,702
1,023,761
-10.2%
In the Metallurgy Sector, in 2023, approximately 2.2 million tons of raw materials were used for the production of
alumina products, primary and secondary aluminum. This quantity decreased by 13% compared to 2022. Of this total,
88% consisted of bauxite, while the remaining 12% included aluminum scrap and the use of other raw materials from
non-renewable sources, such as soda and packaging materials.
In the Energy Sector (M Energy), specifically in the Energy Generation & Management division, the primary raw material
for the power generation units is natural gas, which serves as the transition fuel towards a lower greenhouse gas
emissions economy. The annual consumption of natural gas in the company’s thermal units is linked to fluctuations in
electricity production on an annual basis. In 2023, it increased by 12.2% (in Nm3) compared to 2022 due to the
commissioning of the IPP-II power generation unit at the Agios Nikolaos energy complex.
Performance Evaluation and Continuous Improvement
The key indicators related to waste quantities and management are externally assured within the framework
of the Sustainable Development Report.
Further details regarding this specific topic are disclosed in the company’s Sustainable Development Report 2023
https://www.mytilineos.com/sustainability/reports/
7. Social Issues
MYTILINEOS is committed to maintaining a steadfast focus on ensuring a healthy and safe work environment without
accidents, with an emphasis on prevention. Concurrently, it continues to operate with a sense of responsibility and
consistency towards its people, investing in their training and skill development, while constantly striving to shape a
workplace free from inequalities, discrimination, and exclusions. Additionally, consistent support for the sustainability
of local communities, as well as the promotion of responsible entrepreneurship in the supply chain, are key strategic
priorities for the Company, helping it to address the modern challenges of Sustainable Development.
7.1. Occupational Health & Safety
The Business Sectors of the Company, by the nature of their operations, are subject to Health & Safety risks in the
workplace (minor accidents, accidents resulting in work time loss, occupational illnesses, and incidents), which can lead
to significant or less significant social impacts affecting not only the employees themselves and their families but also
third parties such as: employees of independent contractors, partners, trainee students and workers, as well as any kind
of visitor. Additionally, these issues may result in effects related to the reduction of employee satisfaction and morale,
increased costs of accidents/absences, and a negative impact on the image and reputation of MYTILINEOS.
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Key Risks
Indirect or Direct Accident Risks: Indirect risks create conditions leading to accidents (layout, functionality,
access - evacuation, lighting, air quality, presence of vibrations, noise, temperature environment of
workspaces). Direct risks lead to accidents or occupational diseases (physical, chemical, and biological factors).
Non-Accident Risks, which concern organizational, psychological, and ergonomic factors, not leading to
accidents but affecting the short-term or long-term mental and physical health of employees.
Company Policies and Commitments
MYTILINEOS continues to work continuously across all its Business Sectors, including its subsidiaries, to achieve the goal
of "ZERO ACCIDENTS AND ZERO OCCUPATIONAL ILLNESS IN THE WORKPLACE," which is one of the main challenges in
the industry. The Health and Safety of employees constitute a fundamental and primary operational goal of MYTILINEOS'
activity. It is a line of responsibility that starts from the Management and the General Directorates and extends to
production sites throughout the Company. By acting responsibly, MYTILINEOS acknowledges both its responsibility for
the continuous improvement of Health & Safety conditions in its workplaces and the right of its employees, as well as
the employees of independent partners and contractors executing work in its premises, to work without being exposed
to risks that could cause accidents, injuries, or occupational illnesses, as explicitly stated in the Company's Occupational
Health and Safety Policy.
The central Health & Safety policy is implemented by all Business Sectors, subsidiaries, and Central Services of the
Company. Specific action plans, which are reviewed annually, aim to improve Health and Safety performance,
particularly in key production units. Furthermore, corresponding corporate targets support the strategy on issues
evaluated as significant for the Company as a whole, including the number of accidents and serious accidents, the
frequency of total recorded accidents, and the frequency of accidents causing work time loss. These central corporate
targets are scaled throughout the Company and monitored locally, along with any additional targets that may relate to
the specificities of each production unit.
Actions for Risk Management and Mitigation
The achievement of continuous progress and improvement in this specific area is a function of both the preventive
actions undertaken and the broader experiences gained by the Company from each incident and near-miss accident it
investigates, while employee training and development are crucial for maintaining and further developing a prevention-
oriented mindset. Across all Business Sectors and subsidiaries, an integrated management system for Health and Safety
at Work is implemented, aiming to minimize risks, continuously take measures to prevent accidents and occupational
diseases, provide ongoing training for employees, and strengthen the work culture. This system is based on and certified
according to the international standard ISO 45001:2018, covering, by the end of 2023, over 95% of the total industrial
units and RES units of the Company in normal operation, as well as all direct and indirect employees in the EPCs and
subsidiaries where it is applied. In detail:
Strict systems and measurements are applied, assessing their impact on employees, and identifying
intervention needs in offices and industrial units.
Preventive and structural actions are implemented, analyzing each incident and near-miss accident.
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Continuous training and development actions for personnel are carried out as a priority of crucial importance
for maintaining and further developing accident prevention mindset. In this way, systematic effort is continued
to promote and shape a unified Health and Safety culture that encourages all employees (direct and indirect)
to behave responsibly for themselves and their colleagues.
Systematic investments are made for Health and Safety upgrades, monitoring and evaluating all relevant factors
of the work environment, aiming for continuous improvement of good health and well-being of employees.
Health and Safety issues are integrated into the central Corporate Risk Management System (ERM) to further
ensure their prioritization and the required allocation of resources for their improvement.
To maintain safe workplaces for employees and contractors working for MYTILINEOS, the issue of Health and Safety is
linked to all decisions and actions of the Company.
Results of Actions
Despite continuous efforts and dedication to implementing our standards and policies, and although we aimed,
as we do every year, to achieve zero accidents, we regret to announce that during the fiscal year 2023, an
accident occurred involving a contractor worker of the Company, reminding us of the importance of continuous
improvement and constant attention to the safety of all our employees. This serious incident was addressed
through detailed internal investigation to determine the contributing factors. We are committed to making
every possible effort to ensure that similar conditions do not lead to a similar incident again. Regarding incidents
of serious injuries to employees and occupational diseases, there were no immediate reports for both directly
and indirectly employed personnel of the Company in 2023.
MYTILINEOS recorded a total of 22 accidents with work interruption, the same as in 2022, involving both directly
and indirectly employed personnel. The Lost Time Injury Rate (LTIR) index for directly employed personnel
increased to 0.27 (2022: 0.22), representing a 22.7% increase, while for indirectly employed personnel, it
decreased to 0.16 (2022: 0.23), showing a 30.4% improvement at the end of the period. The LTIR index is
calculated per 200,000 work hours and includes all employee injuries resulting in at least 3 lost workdays.
Regarding the total number of recorded accidents, the Company reported 42 accidents involving both directly
and indirectly employed personnel in 2023, the same as in 2022. The Total Recordable Injury Rate (TRIR) index
for directly employed personnel increased to 0.40 (2022: 0.33), representing a 21.2% increase, while for
indirectly employed personnel, it decreased to 0.38 (2022: 0.48), showing a 20.8% improvement at the end of
the period. The TRIR index is calculated per 200,000 work hours and includes all accidents resulting in lost
workdays, restricted work, job transfer, medical treatment beyond first aid, loss of consciousness, significant
injury, or diagnosed illness by a physician or other authorized healthcare professional. It also includes all
accidents and incidents that occur during the employee's commute between their private residence and a
workplace or work site, only when such commute is organized by the Company.
Additionally, MYTILINEOS maintained, in 2023, the preventive measures it has implemented since the beginning
of the Covid-19 pandemic, with its main priorities being to ensure the continuity of its business activities and
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the maximum protection of its employees and their families, especially through new ways of working across
the entire range of its activities, both in industrial units and construction sites in all operating countries.
Performance Evaluation and Continuous Improvement
The business sectors of MYTILINEOS and its subsidiaries, in addition to regular internal audits, undergo frequent
external inspections by clients, Government authorities, and independent auditors for the evaluation and
improvement of Health and Safety Management Systems in the workplace.
Key performance indicators for Health and Safety are ensured externally within the framework of ensuring the
Sustainability Report.
Further details regarding this specific section are disclosed in the Company’s Sustainable Development Report 2023
https://www.mytilineos.com/sustainability/reports/
7.2. Human Rights and Equal Opportunities
A fundamental challenge for the Company is the protection and respect of Human Rights, particularly those related to
labor and social aspects relevant to its operations, as well as ensuring its non-involvement in conditions that violate
these rights, which may be caused either by other collaborating businesses, government entities, individuals, or other
groups with whom it operates in the countries where it operates.
Additionally, within the framework of Human Rights, it is a priority for the Company to ensure equal opportunities, by
eliminating and preventing policies and practices that create discrimination (based on salary, age, gender, disability,
race, ethnicity, origin, religion, sexual orientation, or other status), and by promoting reinforcing actions to provide a
work environment where each employee has exactly the same rights and is treated fairly and according to their abilities
to fulfill their respective roles.
Company Policies and Commitments
MYTILINEOS operates based on its steadfast commitment to a zero-tolerance policy for Human Rights violations,
implemented both through the Company's non-participation (direct, passive, or tacit) in relevant violations, and by
avoiding any transaction and contact with third parties, in the countries where it operates, which may have caused or
have reasonable suspicions of participating in the creation of conditions that may lead to Human Rights violations,
according to the fundamental axes of the MYTILINEOS’ Human Rights Policy, the Code of Conduct, and the Suppliers &
Business partners Code of Conduct. Additionally, MYTILINEOS is committed to the first 6 Principles of the United Nations
Global Compact, which are based, among other things, on the internationally recognized Principles of Human Rights
protection, as outlined in the International Declaration of Human Rights (The UN Guiding Principles on Business and
Human Rights).
Furthermore, MYTILINEOS is committed to providing equal opportunities without discrimination, in accordance with the
fundamental axes of the Human Rights Policy, as well as actively Promoting the reduction of inequalities within the
framework of the Company's contribution to the Sustainable Development Goals (5 & 10). Additionally, MYTILINEOS's
Corporate Social Responsibility Policy reinforces the adoption of practices that promote an inclusive work environment,
by promoting equal opportunities and respect for Human Rights.
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Key Risks
MYTILINEOS, due to its operations in developing countries abroad, primarily through the Energy Sector,
acknowledges risks related to human rights, both within its workforce and in the operational environment of
its key suppliers and partners. These risks (e.g., activities that may affect or involve children, cultures of
corruption, inequalities in the workplace, restriction of human rights at the local community level, etc.) can
impact both the economic and human and social capital of the Company, potentially affecting its reputation
and social license to operate, while also potentially leading to legal sanctions and the adoption of extraordinary
measures beyond those imposed by regular business conditions.
Additionally, risks related to equal opportunities include inequalities primarily concerning remuneration,
training and education, as well as the provision of opportunities for the advancement and development of
human resources. Such risks may have implications for the morale and productivity of employees, while
disparities in remuneration may hinder the retention of talented and skilled workers, burdening the Company
with increased expenses for their replacement, while simultaneously jeopardizing the Company's reputation as
a responsible employer.
Actions to Address and Mitigate Risks
MYTILINEOS monitors relevant labor legislation (national, European), as well as the recommendations of the
International Labour Organization (ILO), while fully complying with collective and relevant international
agreements, both at national and European levels and within the framework of its operations in developing
countries.
The Company conducts self-assessments for the protection and respect of Human Rights in all its Business
Sectors.
The Company has a mechanism for reporting violations of the Code of Conduct under the responsibility of the
Compliance Department, providing employees with the opportunity to voice any concerns they may have, as
well as incidents of Human Rights violations. Additionally, it commits not to take any action against any
employee who reports, in good faith, any actual or alleged inappropriate behavior.
Regarding its activities in developing countries, MYTILINEOS takes all necessary measures to ensure compliance
with legality. Occupational health and safety management is governed by a series of actions that everyone is
obligated to implement for the proper implementation of the Health & Safety system of employees and the
taking of appropriate measures. Moreover, contracts signed with contractors and suppliers contain an explicit
provision regarding the Code of Conduct to ensure the protection of human rights and to avoid conditions of
corruption and bribery.
The Company provides training to its staff on Human Rights with an emphasis on respecting freedom of
association, eliminating all forms of forced or compulsory labor, recognizing and eliminating child labor, and
eliminating any discrimination related to the workplace and employment.
The Code of Conduct and the Human Rights Policy explicitly prohibit discrimination in employment, while the
revised Recruitment, Selection, and Hiring Policy within 2023, as well as the Training and Development Policy,
further contribute to ensuring Equal Opportunities.
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The completion of the design and approval process of the Policy for Prevention and Combating Violence and
Harassment in the Workplace significantly contributes to the creation of a workplace environment free from
Violence and Harassment, which respects and ensures human dignity throughout the Company, including
employees, partners, interns, trainees, former employees, and job applicants, while fully complying with labor
legislation.
The study, analysis, and evaluation of salary scales continue to identify areas that may require short-term and
long-term corrective actions to eliminate the gender pay gap, aiming at designing and gradually implementing
an action plan.
Results of Actions
Towards ensuring a positive work environment, the Policy Against Violence & Harassment in the Workplace was
developed at the end of 2022 and fully implemented within 2023, while actions promoting equal opportunities
and enhancing diversity and inclusion in the workplace continued to be implemented. MYTILINEOS' focus on
creating a workplace that promotes mutual respect and equal opportunities for all, as fundamental to
establishing a positive work experience for all of the Company's people. This approach reflects the Company's
commitment to continuously monitor and record any deviations, as well as to take immediate action in case of
incidents that could compromise it. Through the expansion of this approach, in the Group's non-European
companies as well, in 2023, there were 15 cases of organizational behavior recorded, which were promptly and
seriously investigated and appropriate corrective actions were taken, as it was recognized that they could
potentially undermine the creation of a positive work environment, thus avoiding their recurrence in the future.
Additionally, within the first months of 2024, the approval process for the new Inclusion, Equality, and Diversity
Policy is expected to be completed.
Also, as part of the training of employees on the Code of Conduct, the Company continued in 2023 the training
for its executives and employees through the e-Learning process on the specific topic, with the participation of
320 employees (direct & indirect). Additionally, in the Metallurgy Sector, awareness programs were conducted
to prevent sexual harassment and violence in the workplace, as well as any other form of discrimination, with
the participation of 185 employees, increasing the total number of trained employees to 505 within 2023.
355 new female hires were made, further increasing the percentage of women in direct employment to 25.6%
(2022: 20.1%).
The percentage of women in leadership positions was further strengthened, reaching 24.6% (2022: 23.5%).
Additionally, 429 new hires under the age of 30 were made, increasing their participation in direct employment
to 15.8% (2022: 14.3%).
Performance Evaluation and Continuous Improvement
The Company's performance in the area of "Human Rights and Equal Opportunities" is ensured externally within the
framework of ensuring the Sustainable Development Report.
Further details regarding this specific section are disclosed in the Company’s Sustainable Development Report 2023
https://www.mytilineos.com/sustainability/reports/
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7.3. Employment & Labor Practices
Employment is characterized as an extremely important issue for MYTILINEOS due to its high visibility and large number
of employees. Creating opportunities for the long-term employment of workers also contributes to the sustainability of
the local communities in which the Company operates. Focus on issues such as the work environment, salaries, benefits,
working hours, rest periods, leaves, disciplinary practices, termination practices, maternity protection, mental health,
and other welfare issues is a crucial factor for the satisfaction and retention of MYTILINEOS employees. Additionally, the
continuous strengthening of the theoretical and technical knowledge, skills, and abilities of its employees is recognized
as a prerequisite for addressing existing and future challenges, aiming simultaneously at the personal development of
the Company's workforce.
Company Policies and Commitments
The development, management, and retention of human resources through the implementation of practices that
promote an inclusive work environment, with equal opportunities and respect for Human Rights, according to the key
axes of the Employee Search Selection and Hiring Policy, the Training and Development Policy, the Human Rights Policy,
and the Corporate Social Responsibility Policy of MYTILINEOS.
Key Risks
Increased competitiveness in the labor market and mobility of workers can lead to the loss of valuable knowledge and
experience gained through employee employment, as well as the loss of economic investment and time required for
their training. Additionally, the Company may incur increased expenses due to mobility and the need for replacement of
specialized personnel.
Actions to Address and Mitigate Risks
To address the aforementioned risks, the Company has implemented systems and retention practices that involve:
i. Developing programs to shape a unified corporate culture based on common values and employee behaviors,
ii. Implementing training and development programs targeting the enhancement of personal and technical skills
and capabilities required to address the existing and future challenges of the Company's business activities,
while also aiming at the personal development of employees,
iii. Providing incentives, both in terms of remuneration and benefits as well as advancement and development,
aimed at increasing employee commitment and retention,
iv. Timely and continuous communication with employees regarding changes in structures and procedures related
to the development of its activities and the adoption of best practices in its operating model.
Key Management Axes of Employment by the Company
Attracting and retaining competent personnel and continuously improving relations with employees, as well as
implementing modern performance evaluation systems.
Promoting and understanding the Code of Conduct among all staff, as well as avoiding discrimination, either
directly or indirectly, in any labor practices.
Recognizing the importance of and continuously improving healthy and safe employment for all staff and
collaborators, with an emphasis on mental health.
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Focusing on local involvement, prioritizing the employment of workers from local communities, and enhancing
local employment at both domestic and international levels based on its activity.
Ensuring the flow of information and timely communication regarding organizational changes through available
communication channels: intranet, email, SharePoint application, and non-electronic means of communication
such as hierarchy newsletters, written announcements in production areas, and overall open communication
with the human resources through the role of HR-Business Partner per Business Activity Sector.
Protecting employees' personal data, allowing its use only by authorized individuals and only where required
by law and for purposes related to the operation of employment relationships and the Company's business
activity.
Ensuring, through individual Employment Regulations and the Code of Professional Ethics, the elimination of
any arbitrary or discriminatory practices in terminating cooperation with employees.
The General Division of Human Resources at MYTILINEOS is responsible for creating and implementing the framework
for managing and developing relevant policies and practices, as well as providing professional support to the Business
Activity Sectors in addressing issues related to human resources.
Results of Actions
In 2023:
Direct employment saw a significant increase by 26.0%. The total number of direct employees of the Company
amounted to 4,046 (2022: 3,210), with approximately 78% of them employed in Greece.
The total number of indirect employees (permanent independent contractors, long-term contract workers, or
project-based contractors) reached 2,537 (2022: 2,232), increasing the total number of direct and indirect
employees of the Company to 6,583, representing a 21.0% increase from 2022.
Regarding personnel mobility, the voluntary turnover rate stood at 7.0%, decreased by 1.8% (2022: 8.8%).
The total new hires reached 1,316.
Overall, 585 new job positions were created, covering needs in all Business Activity Sectors of the Company.
Additionally, 87 quality internships and professional training positions were created, aimed at skill
development, and converting many of these positions into permanent employment roles.
The retention rate of full-time employees decreased to 86.8% (2022: 88.3%).
The percentage of employees employed under permanent contracts significantly increased to 93.5% (2022:
82.6%).
Part-time employment remained at very low rates for another year, close to 1.6% (2022: 0.7%).
Performance Evaluation and Continuous Improvement
The Company's key performance indicators related to employment are externally ensured within the framework of
ensuring the Sustainability Development Report.
Further details regarding this specific section are disclosed in the Company’s Sustainable Development Report 2023
https://www.mytilineos.com/sustainability/reports/
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7.4. Sustainability of Local Communities
As an active member of the local communities in the areas where its main industrial units are located, MYTILINEOS seeks
the long-term acceptance of its business activity by local communities, with a priority to play an active role in their
economic, social, and cultural activities, supporting their sustainable development. The Company's social policy focuses
on implementing actions linked to the United Nations Sustainable Development Goals, as stated in the Sustainable
Development Report's "Business Model" section, which reflects the alignment of MYTILINEOS' strategy with the United
Nations Sustainable Development Goals.
Company Policies and Commitments
Respect for the rights of citizens of the local communities neighboring the Company's industrial units, according
to the fundamental principles of Human Rights Policy.
Promoting economic prosperity and local development through careful supply chain management, with an
emphasis on supporting local businesses, especially small and medium-sized companies, is ensured within the
framework of the Responsible Supply Chain Policy adopted by the Company in 2023.
Consistent implementation of its social policy through actions and initiatives that enhance the harmonious
coexistence of MYTILINEOS with its local communities, as well as the broader society, in accordance with the
fundamental principles of the Company's Corporate Social Responsibility Policy.
Key Risks
The inability of the Company to timely identify and manage the often changing social, economic, and cultural specificities
of local communities may undermine the existing assumption that the Company is an integral part of them. This could
potentially impact the maintenance of social acceptance of the Company's operations, its reputation, and its strategy,
posing possible constraints on its future development with implications for its financial elements as well.
Actions for addressing and mitigating risks
MYTILINEOS's contribution to the Sustainable Development of its local communities is determined by the following key
axes:
Strengthening local employment, recognizing its role in the development and maintenance of the well-being
of the local communities in which it operates.
Developing the local economy by prioritizing collaboration with domestic and consequently local suppliers.
Making a substantial social contribution through the annual social investment program, implementing
selected actions in areas directly related to basic social needs and national priorities within the framework of
the Social Sustainable Development Goals.
Creating and offering innovative products and services that serve the sustainable management of local
communities.
Specifically:
MYTILINEOS has been consistently implementing the institution of Consultation with its Social Partners at the
local community level for the past 13 years. The Company is among the pioneers in this field in Greece, creating
the conditions for shaping new perceptions and practices in its relationships with social groups, considering the
specificities of its business sectors and subsidiaries.
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The social initiatives undertaken by the Company at the local level, particularly in the category of strengthening
local infrastructure, are linked to the needs of each community and the wider area, shaped through an open
dialogue with local social partners. The Company communicates with its local communities in a clear and
transparent manner through its "open door" policy, mainly applied in the areas where its industrial units are
located.
Furthermore, by strengthening the constructive relationship it has built over time with social stakeholders,
MYTILINEOS implements a system for managing and evaluating social demands, enhancing transparency, and
ensuring the sustainability of its social investments.
The General Divisions of each business sector and subsidiary of MYTILINEOS are responsible for managing
relationships with the local communities in which they operate, while specifically designated personnel within
the Company, members of the respective Sustainability/ESG teams of the business sectors, oversee the
implementation of social policy at the local level and support the General Divisions in managing relationships
with local communities.
Results of Actions
During 2023, and according to the existing mechanisms for receiving complaints from industrial units, there
were no significant negative impacts from the Company's activities on local communities, both socially and
environmentally, as well as economically.
The Company maintained high levels of local employment for another year, where more than 8 out of 10 direct
and indirect employees come from communities directly adjacent to its industrial units and the wider area.
A total of more than €3 million was invested in the implementation of comprehensive social programs and other
social actions and initiatives at both central and local levels, benefiting 162,470 citizens (2022: 89,605) in various
sectors such as: the development of local infrastructure and services (51%), support for culture and sports
(24%), strengthening health and education (13%), and alleviating poverty and food insecurity (7%).
MYTILINEOS employs the internationally recognized and widely accepted SROI (Social Return on Investment)
methodology to determine the social value generated by its investments in key social programs. This approach
involves a holistic method through which the Company calculates the impact it creates and makes informed
decisions aiming to maximize the value returned by the investment made for each social program. The SROI
methodology measures the social value of a program, derived from the experiences of directly involved
individuals, i.e., the changes they experience in their lives, using economic terms as a common denominator to
express this value. In 2023, the results of three key social programs of the Company were analyzed, with SROI
ratios ranging from 3.03:1 to 6.12:1. This means that for every 1 euro invested in each program, there was
generated a corresponding social value ranging from 3.03 to 6.12 euros.
Performance Evaluation and Continuous Improvement
The Company's performance indicators regarding the sustainability of local communities are externally assured
as part of ensuring the Sustainability Report.
Further details regarding this specific section are disclosed in the Company’s Sustainable Development Report 2023
https://www.mytilineos.com/sustainability/reports/
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8. Governance Issues
In this section, details of Corporate Governance elements are not discussed extensively, as they are analyzed in the
corresponding section "Statement of Corporate Governance" of this report.
8.1. Business Ethics
MYTILINEOS acknowledges that phenomena such as corruption, bribery, fraud, violation of fair competition, and money
laundering from illegal activities undermine the ethical environment of every business. The consequences may include
human rights violations, adverse environmental effects, and hindrance to wealth distribution and economic growth in
countries. These phenomena pose a significant obstacle to Sustainable Development, disproportionately affecting poor
communities, eroding societal structures.
Company Policies and Commitments
MYTILINEOS adopts a Zero Tolerance approach to corruption and bribery in its activities, in line with the core principles
of Corporate Social Responsibility Policy, Responsible Supply Chain Policy, the Code of Business Conduct, and the
Suppliers & Business Partners Code of Conduct. In 2
023, the company issued the following new policies a) Anti-fraud, Anti-corruption, and Anti-bribery Policy, b) Policy on
economic sanctions and counter-terrorism financing, and c) Whistleblowing Policy of MYTILINEOS according to Greek
law 4990/2022.
Key Risks
By operating in developing countries with significant energy needs, which according to Transparency International's
annual survey (Corruption Perceptions Index) are at high risk of corruption, MYTILINEOS may face the risk of exposure
to facilitation payments or other benefits to local partners to ensure the uninterrupted operation of projects. Any
deviation from the principles and ethical practices of the Company jeopardizes its reputation, credibility, and trust among
stakeholders, subsequently impacting its financial results and ability to undertake new projects.
Actions for addressing and mitigating risks
Addressing corruption and bribery is a fundamental aspect of the Code of Business Conduct and the Suppliers & Business
Partners Code of Conduct of MYTILINEOS. The Company considers combating corruption and bribery a matter of
integrity, linked to its firm commitment to zero tolerance on these issues. The Company implements various measures
to fulfill this commitment, specifically:
Official commitment to the 10th principle of the UN Global Compact, according to which “It opposes all forms
of corruption, including extortion, bribery, and facilitation payments”, which serves as a catalyst for the
development of an ethical culture throughout the Company.
Due diligence practices to third parties before entering agreements or making payments to prevent corruption
and bribery.
Avoidance of transactions and contacts with third parties involved in creating conditions for corruption,
extortion, or bribery.
Annual risk assessment studies regarding potential corruption and bribery in business activities.
Installation of reporting mechanisms in high-risk corruption countries, protecting whistleblowers.
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Ad hoc audits of suppliers to ensure adherence to the Suppliers & Business Partners Code of Conduct.
Systematic training of staff on the Code of Conduct per exposure category.
Results of Actions
In 2023, MYTILINEOS implemented all necessary internal procedures to ensure compliance with its policies. Through
control mechanisms in the Purchasing - Procurement Departments of its business sectors and subsidiaries, examining
both partner selection and all types of transactions, there were no confirmed incidents of corruption, incidents leading
to the removal or disciplinary prosecution of employees for corruption, confirmed incidents related to corruption
resulting in the termination or non-renewal of partnerships, or public legal cases related to corruption against the
Company or its employees. This achievement marks another year where MYTILINEOS met its annual goal of zero
incidents of corruption and bribery.
Performance Evaluation & Continuous Improvement
Key performance indicators regarding business ethics are externally verified to ensure the Sustainability Report's
integrity.
Further details regarding this specific section are disclosed in the Company’s Sustainable Development Report 2023
https://www.mytilineos.com/sustainability/reports/
8.2. Cybersecurity
Maintaining and continuously enhancing the level of cybersecurity is of paramount importance for MYTILINEOS. This is
both within the framework of compliance with international and domestic information security regulatory standards
and in the broader effort to ensure the services provided are resilient against constantly evolving cyber threats. Given
the complexity of the regulatory framework and the significant dependence of operational activities on the resilience
and smooth functioning of infrastructure, MYTILINEOS has implemented technical and organizational security measures
focusing on ensuring the core pillars of security, such as confidentiality, integrity, and availability.
Company Policies and Commitments
MYTILINEOS has developed and is committed to implementing a comprehensive Information Security Management
System, consisting of policies, procedures, and guidelines based on the ISO27001 standard. This system aims to achieve
effective and efficient protection of the company's information systems and data. The Information Security Management
System is designed to support MYTILINEOS's operational objectives, reduce the risk of confidentiality, integrity, and
availability breaches of corporate information and information systems, and instill the company's strategic and ethical
values, as well as information security principles, in its personnel. Additionally, MYTILINEOS, recognizing the criticality of
cyber threats and potential impacts, has decided to demonstrate increased vigilance against information security risks
through the existing Information Security Management System. The company communicates its objectives,
responsibilities, and commitments to all employees, collaborators, and involved third parties through the Information
Security Management System.
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Key Risks
A crucial factor in maintaining an adequate level of cybersecurity is the successful identification of the most critical
information security risks related to the size of MYTILINEOS, the nature and scope of its operational activities, and the
services it offers, as well as active collaborations with third parties. MYTILINEOS identifies targeted cyber-attacks aiming
to disrupt the company's smooth operation as significant risks. Examples of such attacks include Distributed Denial of
Service (DDoS) attacks and malicious software encryption attacks, commonly known as "ransomware." Moreover, in the
context of safeguarding human rights, MYTILINEOS equally recognizes the risk of data breaches to unauthorized entities,
which can occur willingly or unwillingly due to human error.
Actions for addressing and mitigating risks:
With the aim of timely, effective, and efficient management of recognized risks and the prevention or mitigation
of any potential impacts, MYTILINEOS has implemented a comprehensive Information Security Program
consisting of appropriate organizational and technical security measures. The goal of the program is to maintain
and continuously enhance the level of cyber-security, thereby contributing to the Company's operational
objectives related to Sustainable Development and the provision of secure services, while also protecting the
rights of employees, customers, and partners. An integral part of the Information Security Program is the
Information Security Management System, which defines all the organizational security measures required for
the smooth operation of the program.
Through collaboration with independent organizations and consultants, MYTILINEOS regularly assesses the
adequacy and effectiveness of information and IT security policies, processes, and guidelines. Any necessary
updates to the Information Security Management System are made based on the Company's needs. These
updates also take place following technological advancements, new information security risks, and incidents of
information security breaches, aiming to ensure the robust support of the Information Security Program and
the achievement of operational goals.
A crucial part of the program involves the periodic identification, assessment, and prioritization of information
security risks, specifying the related information resources, their exposure to cyber threats, potential impacts
on the Company, and existing security measures. Through this assessment, the maturity level of implemented
security measures can be determined, as well as the extent to which identified risks are mitigated, contributing
to the continuous improvement of the Information Security Program.
Parallel actions contributing to the ongoing identification of risks include vulnerability assessments of
information systems. External organizations and consultants regularly conduct such technical assessments,
along with information security systems implemented by MYTILINEOS, to promptly identify systemic
vulnerabilities susceptible to cyber threats with significant consequences.
Giving particular importance to the human factor, MYTILINEOS has developed a regular and structured
awareness and training program on information security and IT matters, which is continuously applied with
varying topics each time. Its goal is to ensure that all employees, contractors, and relevant third parties with
access to the Company's information and information systems understand the need for information security,
accept the responsibilities assigned to them based on the Information Security Management System, and
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perform their duties demonstrating a high level of professional ethics. The program is evaluated and revised as
deemed necessary at regular intervals through assessments and exercises simulating cyber-security attacks.
Additionally, considering the size of MYTILINEOS, continuous training and awareness of the company's
personnel and collaborators on information security contribute to enhancing the relevant knowledge
throughout the broader community, promoting the culture of information security, and safeguarding data from
cyber threats.
Recognizing the potential negative impacts arising from a targeted information security attack, MYTILINEOS has
implemented technical security measures aimed at the timely detection of information security events.
Organizational security measures, such as roles, responsibilities, and procedures, exist to confirm events as
information security incidents and to investigate, assess, limit, and address them within strict time frames,
aiming to mitigate related impacts and implement measures to prevent similar incidents in the future.
Finally, acknowledging the increased likelihood of information security incidents, MYTILINEOS has designed and
implemented a business continuity and disaster recovery plan. The plan is regularly tested and updated to
ensure operational continuity, minimize, and restore negative impacts after an information security breach or
natural disaster.
At regular intervals or when issues arise in the broader cyber-security environment in which the Company operates,
relevant presentations are made at the level of Senior Management or the Audit Committee. Senior Management is
responsible for responding appropriately to ensure operational continuity according to the Company's needs and more
specifically the position who oversees the cybersecurity strategy of the company is that of Chief of Staff.
Results of Actions
To assess the adequacy and effectiveness of the Information Security Program, MYTILINEOS has systematically
established and monitors a set of performance indicators (KPIs). Simultaneously, it conducts periodic and continuous
compliance checks, aiming to ensure compliance with regulatory requirements and the sufficient achievement of set
goals, as well as the continuous enhancement of the Company's cybersecurity level. The results of the performance
assessment, internal and external audits/inspections, are regularly reported to the Company's Senior Management.
Based on these, the appropriate plan for corrective actions and program improvement is determined and implemented.
Giving special importance to the continuous awareness of employees on information security matters, MYTILINEOS
carefully monitors this action and has implemented appropriate controls and quantitative performance measurement
indicators. Indicatively, it is reported that:
100% of MYTILINEOS' IT users, corresponding to 3,029 users, participated in the training activities that took
place, which focused on 10 different security issues.
62% of the employees successfully completed these training sessions.
38% are in the process of completing these training sessions.
59% of the employees successfully completed the corresponding assessments on information security.
Performance Evaluation & Continuous Improvement
Based on the results of the overall assessment of MYTILINEOS' Information Security Program actions for the year 2023,
the degree of achieving goals for maintaining an adequate level of cyber security, smooth operational function,
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protection of corporate and personal data, and compliance with current regulatory requirements is considered highly
satisfactory. This contributes to the Company's broader strategy for Sustainable Development and the protection of the
rights of its stakeholders.
8.3. Regulatory Compliance
Regulatory compliance (at environmental, social, and product levels) is a fundamental element of MYTILINEOS' business
activity. Maintaining regulatory compliance ensures that the overall corporate activity is lawful and aligns with high levels
of responsible business conduct, enhancing the trust climate between MYTILINEOS and its stakeholders.
Further details regarding this specific section are disclosed in the Company’s Sustainable Development Report 2023
https://www.mytilineos.com/sustainability/reports/
Company Policies and Commitments
Operating in full harmony, compliance, and adherence to the respective applicable legislation and operational principles
in each area or country of activity, according to the fundamental axes of the Code of Business Conduct and the Suppliers
& Business Partners Code of Conduct.
Key Risks
Economic risks from potential negative outcomes of legal disputes related to non-compliance with legislation
in general.
Potential non-compliance of the Company with its obligations arising from environmental legislation,
specifically the terms of environmental permits for its industrial facilities. In case of violation of the applicable
regulations, the competent authorities may impose fines or sanctions, revoke or refuse to renew licenses and
approvals.
Risks arising from MYTILINEOS' operations in emerging economies, where its activities may be influenced by
political conditions and changes therein. This could negatively impact the Company's activities.
The above potential risks could have significant impacts on MYTILINEOS' reputation, profitability, financial position, and
cash flow, and consequently, its ability to fulfill its obligations.
Actions to Address and Mitigate Risks
MYTILINEOS, in order to preempt potential risks, ensures compliance with the legal and regulatory
requirements in the regions where it operates, and that its relationships and activities conform to existing
legislation and the applicable institutional framework.
Measures are taken for continuous updates on enduring legal obligations, while monitoring processes for
legislative developments are implemented.
Regular review and assessment of compliance with current laws and regulations, including approved
environmental permits, are carried out.
Ensuring that business practices align with the Principles of the United Nations Global Compact.
During the bidding process for a project, policies, and procedures (management system or due diligence
processes) are applied to prevent bribery and corruption, as well as anti-competitive behavior.
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Simultaneously, training sessions are developed and conducted on regulatory compliance issues, such as GDPR,
Code of Conduct, and anti-bribery training (facilitation payments). Additionally, materials and thematic training
are provided to specific employees whose roles involve:
Initial training in Regulatory Compliance for new employees
Competition law
Thorough third-party audits using the internal integrity control platform
Financial sanctions and contractor auditing.
Management of the whistleblowing platform and investigation of related matters.
Results of Actions
The Regulatory Compliance Division continued the implementation of training on General Data Protection
Regulation (GDPR), Code of Conduct (CoC), and anti-bribery training in 2023, with the participation of more
than 1,400 employees over the last three years.
In 2023, no incidents of legal action or financial sanctions for behaviors contrary to competition, anti-monopoly
or monopolistic practices, corruption issues, bribery, cartel activities, or price fixing were recorded.
Additionally, internal inspections by the Internal Audit Division on matters managed by Regulatory Compliance,
as well as external inspections under Law 4734/2020 for the prevention and suppression of money laundering
from criminal activities and the financing of terrorism, did not reveal significant findings.
Performance Evaluation & Continuous Improvement
Key performance indicators related to regulatory compliance are externally verified as part of ensuring the
Sustainability Report.
Further details regarding this specific section are disclosed in the Company’s Sustainable Development Report 2023
https://www.mytilineos.com/sustainability/reports/
9. Supply chain topics
The Company's approach to the responsible management of its supply chain incorporates environmental, social, and
ethical aspects. MYTILINEOS monitors Sustainable Development risks to avoid any adverse impacts from its supply chain.
Also, the Company encourages its key suppliers to comply with legal requirements and exceed them. Consequently, the
Company views the Sustainable Development performance of its suppliers as a significant factor in creating sustainable
value and positive impacts.
Key Risks
The lack of responsible practices in the Company's supply chain can pose various risks, such as problems in the supply of
raw materials, materials, and services, increased environmental impacts, health and safety risks, risks of human rights
violations, ethical and compliance-related risks, with economic consequences for the Company, as well as repercussions
on its reputation and reliability.
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Company Policies and Commitments
MYTILINEOS is committed, by 2026, to create a registry of key suppliers meeting the ESG criteria it has set through a
specialized assessment methodology, in line with the requirements of the Suppliers & Business Partners Code of Conduct
and the Company's Responsible Supply Chain Policy.
Actions for addressing and mitigating risks
To develop a responsible and sustainable supply chain, MYTILINEOS has adopted the following measures:
Responsible Supply Chain Policy
In 2023, the Company developed and adopted its first Responsible Supply Chain Policy, reaffirming its
commitment to promoting responsible business practices and, consequently, enhancing the sustainability of its
supply chain. The policy aligns with MYTILINEOS's Sustainable Development Strategy and has been approved
by the Company's Board of Directors. Its purpose is to promote responsible business practices among suppliers
and partners, fostering collaborations and partnerships to better understand the impacts on Sustainable
Development and achieve mutual alignment of goals and expectations. The primary goal is to contribute to the
overall Sustainable Development strategy of MYTILINEOS by integrating it into procurement processes and
policies. The policy has been posted on the official corporate website and is accessible to all suppliers. Its
integration is a prerequisite, along with the acceptance of the Suppliers & Business Partners Code of Conduct,
upon signing any contract or agreement with a supplier.
Suppliers & Business Partners Code of Conduct
In 2023, the Company renewed its " Suppliers & Business Partners Code of Conduct " to enhance the minimum
requirements/expectations from its suppliers regarding responsible business practices and Sustainable
Development, which serve as fundamental prerequisites. The Code is structured based on ESG criteria and
aligned with the United Nations Sustainable Development Goals. It is publicly available on the corporate website
and accessible to suppliers. Acceptance of the Code is a necessary condition when signing a contract or
agreement with a supplier (compliance constitutes a contractual obligation).
Suppliers’ Training
The Company consistently promotes knowledge in applying standards and procedures for securing
sustainability as a fundamental factor in the business activities of its key suppliers. Recognizing the positive
correlation between sustainability, resilience, and economic performance, MYTILINEOS has implemented an
educational program over the past four years. The program aims at educating and sensitizing its key suppliers
to the main pillars of Sustainable Development while fostering constructive dialogue with the Company's
executives. This dialogue discusses the level of maturity and integration, understanding the impacts of their
business activities on Sustainable Development.
Supplier Assessment with ESG Criteria
At the assessment level, the focus is on identifying critical issues, providing support, and continuously improving
the Company's key suppliers. The assessment methodology, developed by the Sustainable Development
Department, aligns with the Suppliers & Business Partners Code of Conduct based on ESG criteria. The internal
assessment process involves collaboration between the Procurement/Purchasing Division of Business Sectors,
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subsidiaries, and Central Functions, along with the Sustainable Development Department. MYTILINEOS
evaluates the responses of its suppliers and assesses the submitted documentation, recognizing key
sustainability risks in the supply chain. The assessment process focuses on issues related to Sustainable
Development Goals, including compliance with environmental requirements, health and safety management,
protection of human rights, and ethical and integrity issues. Additionally, MYTILINEOS communicates and
collaborates with suppliers lacking in sustainable development matters, assisting them in improving their
performance through specialized adaptation plans. The Company monitors these plans annually to ensure
effective management of the essential ESG issues relevant to suppliers.
Results of Actions
In 2023, the Company continued the assessment process of existing key suppliers based on ESG criteria. 171
key suppliers from the Company's activities participated in the evaluation process. The initial results revealed
that 92% of the assessed suppliers are at a low and negligible risk level. For the remaining suppliers, ongoing
collaboration is considered, and a plan for specific adaptation actions is being explored in collaboration with
them by 2024, with the aim of improving their sustainability.
The Company completed the 4th cycle of training for domestic key suppliers on Sustainable Development
matters. The objective was to strengthen sustainability across the entire value chain of the Company,
considering it an integral element in building a responsible supply chain. A significant focus during the training
was dedicated to discussions on the implementation of the Responsible Supply Chain Policy adopted by the
Company in 2023. Up to this point, 141 out of almost 350 key suppliers of MYTILINEOS have been trained.
Mores details regarding this section are published in the 2023 Sustainable Development Report of the Company
https://www.mytilineos.com/sustainability/reports/
10. Key Intensity Metrics
The following hybrid intensity indicators capture the relationship between MYTILINEOS' environmental performance and
its financial performance. The decreasing trend of these indicators over time indicates that the increase in the value of
the Company's economic capital (increase in net profit) is being realised with an increasingly smaller impact on the
natural resources used by the Company in its activities. This fact verifies that the implementation of the business strategy
is carried out in parallel with the Company's commitment to the principles of Sustainable Development and responsible
practices, aiming at a more sustainable, balanced shared value to its stakeholders.
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1,320
1,044
356
245
0
250
500
750
1.000
1.250
1.500
2020 2021 2022 2023
Total water withdrawal (ML) / million net
profit euro (€)
0.19
0.23
0.09
0.07
0,0
0,1
0,2
0,3
0,4
2020 2021 2022 2023
Total recorded accidents (direct & indirect
employees) / million net profit euro (€)
40.7
32.7
11.4
7.4
4
14
24
34
44
2020 2021 2022 2023
Total fresh water consumption (ML) / million
net profit euro (€)
460.2
355.1
122.7
93.4
0
100
200
300
400
500
2020 2021 2022 2023
Total energy consumption (TJ) / million net
profit euro (€)
6,507.0
5,766.0
2,445.7
1,643.3
0
2.000
4.000
6.000
8.000
10.000
2020 2021 2022 2023
Total solid waste generated (t) / million net
profit euro (€)
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11. European Classification of sustainable investments
The EU Taxonomy is the European Union classification system of activities that can under certain conditions be considered as
environmentally sustainable or as activities that enable the transition to environmental sustainability. Under the Taxonomy
regulation, companies and organizations can attract funds to develop their sustainable activities as well as expand them further,
provided they meet certain criteria.
The criteria that determine the level of sustainability of certain economic activities are set by the Taxonomy Regulation
(2020/852/EU). In order to achieve sustainability of its economic development, the European Union has stipulated 6
environmental goals, the achievement of which will advance sustainable development within the Union. Specifically, the
environmental goals at the center of the Taxonomy framework are the following:
1. Climate change mitigation;
2. Climate change adaptation;
3. The sustainable use and protection of water and marine resources;
4. The transition to a circular economy;
5. Pollution prevention and control;
6. The protection and restoration of biodiversity and ecosystems.
The delegated acts adopted under the Taxonomy Regulation provide technical screening criteria which must also be met to
constitute taxonomy alignment. At the moment of publication of the present, report the Taxonomy-eligible activities have been
set out by 2 Delegated Acts currently in force. In 2021, the EU adopted the first Delegated Act 2021/2139 (EU) which set out
activities and technical screening criteria for substantial contribution towards objectives 1-2 above, including DNSH criteria for
other objectives. Moreover, in 2023, the second Delegated Act 2023/2486 (EU) was published with regard to activities
significantly contributing to environmental objectives 3-6 above.
The achievement of one or several of the above-mentioned goals provides an economic activity with the status of sustainable,
transitional or enabling according to their alignment to the Taxonomy framework. Specifically, depending on whether the activity
has the potential to be conducted in a fully sustainable way at present, whether it can help the economy transition to a more
sustainable model or whether it can allow other activities to be conducted sustainably, the economic activities have been
designates into different subgroups. In order to be considered aligned to the EU Taxonomy, an economic activity must fulfil all of
the following criteria:
I. Contributes substantially to one or more of the environmental objectives set out in the Regulation
II. Does not significantly harm any of the environmental objectives set out in the Regulation
III. Is carried out in compliance with the minimum safeguards laid down in the Regulation
IV. Complies with technical screening criteria stipulated by the Commission for each economic activity towards the
achievement of the environmental goals of the Taxonomy.
The Taxonomy framework provisions that are effective on the date of the present report, require from in-scope companies to
disclose the amount and proportion of activities which are eligible, non-eligible and aligned with the first 2 climate objectives as
part of their total turnover, capital and operational expenditure and to perform related alignment assessments for all such
activities. Furthermore, they require the disclosure of the proportion of their taxonomy-eligible activities (described in the
2023/2486 (EU) Delegated Act adopted in 2023) and non-eligible economic activities as part of their total turnover, capital and
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operational expenditure. Finally, all the quantitative information is accompanied by certain qualitative information for all
objectives (1-6). The Group applied Regulation (EU) 2020/852 as supplemented with Commission Delegated Regulation (EU)
2021/2139, Commission Delegated Regulation (EU) 2021/2178, Commission Delegated Regulation (EU) 2023/2485 and
Commission Delegated Regulation (EU) 2023/2486 to identify activities that are eligible.
The compliance with said criteria is monitored continuously and reported on an annual basis, included in the non-financial section
of the respective annual financial statements. As part of the Taxonomy reporting process, we disclose in the following section
the key performance indicators relating to our economic activities for the FY2023.
MYTILINEOS activities
The Group examined thoroughly its activities through the prism of EU Taxonomy in order to identify the proportion of its eligible
and aligned activities according to the Taxonomy framework. This procedure forms the basis of its disclosures for Taxonomy
purposes in the annual financial statements and was also carried out in the current period, where the following eligible activities
were recognized:
CCM 3.8. Manufacture of aluminium
CCM 3.20. Manufacture, installation, and servicing of high, medium and low voltage electrical equipment for electrical
transmission and distribution that result in or enable a substantial contribution to climate change mitigation
CCM 4.1. Electricity generation using solar photovoltaic technology
CCM 4.3. Electricity generation from wind power
CCM 4.5. Electricity generation from hydropower
CCM 4.9. Transmission and distribution of electricity
CCM 4.10. Storage of electricity
CCM 4.29. Electricity generation from fossil gaseous fuels
CCM 6.14. Infrastructure for rail transport
CCM 7.3. Installation, maintenance and repair of energy efficiency equipment
CE 3.1. Construction of new buildings
Following the eligibility examination based on the descriptions provided by the Climate Delegated Acts mentioned earlier, the
Group evaluated their alignment with EU Taxonomy according to the relevant technical screening criteria (regarding activities
already present in the 2021/2139/EU Delegated Act). The result of this evaluation is presented in the following section of the
report.
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Declaration of activities related to nuclear energy and fossil gaseous fuels
Row
Nuclear energy related activities
1.
The undertaking carries out, funds or has exposures to research, development, demonstration and
deployment of innovative electricity generation facilities that produce energy from nuclear
processes with minimal waste from the fuel cycle.
NO
2.
The undertaking carries out, funds or has exposures to construction and safe operation of new
nuclear installations to produce electricity or process heat, including for the purposes of district
heating or industrial processes such as hydrogen production, as well as their safety upgrades, using
best available technologies.
NO
3.
The undertaking carries out, funds or has exposures to safe operation of existing nuclear
installations that produce electricity or process heat, including for the purposes of district heating
or industrial processes such as hydrogen production from nuclear energy, as well as their safety
upgrades.
NO
Fossil gas related activities
4.
The undertaking carries out, funds or has exposures to construction or operation of electricity
generation facilities that produce electricity using fossil gaseous fuels.
YES
5.
The undertaking carries out, funds or has exposures to construction, refurbishment, and operation
of combined heat/cool and power generation facilities using fossil gaseous fuels.
NO
6.
The undertaking carries out, funds or has exposures to construction, refurbishment and operation
of heat generation facilities that produce heat/cool using fossil gaseous fuels.
NO
Group economic activities in the framework of EU Taxonomy
CCM 3.8. Manufacture of aluminium
Taxonomy activity description:
This activity consists of the manufacture of aluminium through primary alumina (bauxite) process or secondary aluminium
recycling.
Eligible MYTILINEOS activity description:
The Group operates the only vertically integrated alumina and aluminium production and marketing unit in the EU as well as a
secondary aluminium production unit. The production process includes the manufacture of primary aluminium through the
processing of alumina (aluminium oxide) by electrolytic method and the recycling of secondary aluminium. The Group’s
production capacity reaches 250,000 tonnes of aluminium (primary and secondary cast). Its industrial complex in Ag. Nikolaos,
Boeotia, which operates for over 50 years, has achieved continuous growth 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
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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 in recent years.
Alignment to EU Taxonomy Criteria re Climate Change Mitigation
The Group examined alignment of the activity to the criteria as presented in the Climate Delegated Act (2021/2139/EU) and
confirmed the alignment of all secondary aluminium plants to said measures. Specifically, the Group's climate risk assessment,
which has been carried out in accordance with the recommendations of the international initiative Task Force on Climate Related
Financial Disclosures (TCFD), also includes the recognition of natural climate risks up to a time horizon of ~30 years (long-term
risks). The information regarding this process is described in detail in the TCFD data table included in the Group's 2022 Sustainable
Development Report as well as in the designated place on the MYTILINEOS website.
Regarding emissions (other than GHG emissions) during the production processes, the economic activity within its continuous
regulatory compliance, constantly monitors emissions’ levels, confirming that they do not exceed the levels associated with the
best available techniques (BAT-AEL) ranges for the non-ferrous metals industries. The said production processes regularly comply
to the Directives outlined in Appendix C of the Climate Delegated Act regarding the use/manufacture of dangerous chemicals.
Concerning the Environmental Impact Assessment (EIA), since its preparation is a basic requirement of the environmental
licensing process of most large-scale construction projects, MYTILINEOS produces EIAs for all of its facilities including the
aluminium productions sites. The EIAs include sections relating to the use and protection of water and marine resources as well
as for maintaining their good condition. Moreover, the Metallurgy B.U. supported by external specialists has conducted a
Technogeological-Hydrogeological survey where all identified risks to the subterranean waters of the surrounding area are
described and thoroughly analysed to ensure the flawless operation of the sites and the protection of the local environment.
Lastly, as certain sites of the economic activity border areas included in the Natura 2000 network of protected areas, the Group
has undertaken a Special Ecological Assessment (SEA) as part of the licensing process of the said sites.
CCM 3.20. Manufacture, installation, and servicing of high, medium and low voltage electrical equipment for electrical
transmission and distribution that result in or enable a substantial contribution to climate change mitigation
Taxonomy activity description:
The economic activity develops, manufactures, installs, maintains or services electrical products, equipment or systems, or
software aimed at substantial GHG emission reductions in high, medium and low voltage electrical transmission and distribution
systems through electrification, energy efficiency, integration of renewable energy or efficient power conversion.
The economic activity includes systems to integrate renewable sources of energy in the electric grid, interconnect or increase
grid automation, flexibility and stability, manage demand-side response, develop low carbon transport or heat, or deploy smart
metering technologies for substantial improvement of energy efficiency. The economic activity in this category does not include
heat and power generating equipment and electrical appliances. The economic activities in this category could be associated with
several NACE codes, in particular C26.51, C27.1, C27.3, C27.9, C33.13, C33.14 and C33.2 in accordance with the statistical
classification of economic activities established by Regulation (EC) No 1893/2006. An economic activity in this category is an
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enabling activity as referred to in Article 10(1), point (i), of Regulation (EU) 2020/852 where it complies with the relevant technical
screening criteria.
Eligible MYTILINEOS activity description:
The Group has undertaken the "Pembroke" project on behalf of RWE Generation UK PLC in the United Kingdom, which concerns
the supply and installation of a Modern Condenser. The M Power Projects Division of MYTILINEOS will undertake the execution
of this "turnkey" project which includes the Design, Supply, Installation and Commissioning of a Modern Condenser unit, with
the auxiliary systems, as well as a high voltage substation (HV) for the connection of the Modern Condenser to the HT Network
of the National Grid (Transmission System Operator).
This is the first Modern Condenser project for MYTILINEOS, but also the first for RWE in the UK as part of the Pembroke Net Zero
Center (PNZC) decarbonisation target. The project will be built on the existing premises of RWE's Pembroke power station in
South West Wales. Construction began in 2023 and completion is scheduled for the second half of 2025.
Modern Condensers are widely considered essential for the development of renewable energy (RES) projects. They are able to
regulate the power in electrical networks, especially when RES cannot provide stability to the system. As market needs grow,
Modern Condensers are a reliable technical solution, able to meet the needs of network managers, while being preferred
internationally by many companies. Additionally, a Modern Condenser does not consume fuel, nor does it produce energy, and
therefore there are no additional CO2 emissions or water usage requirements.
At the same time, this project forms part of the National Grid's Stability Pathfinder Program for England and Wales, aiming to
support the system by increasing inertia and contributing to the short circuit level. As interconnected renewables grow, the
project helps stabilize the Grid. Finally, it is worth noting that the 'Pembroke' project supports the UK's 'green' energy and zero
carbon targets by 2025.
CCM 4.1. Electricity generation using solar photovoltaic technology
Taxonomy activity description:
This activity consists of the construction or operation of electricity generation facilities that produce electricity using solar
photovoltaic (PV) technology.
Eligible MYTILINEOS activity description:
The Group through its subsidiary METKA EGN is one of the leading manufacturers of photovoltaic and energy storage projects
worldwide. This positions the Group as 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. The broader strategy of the Renewables & Storage Development Business Unit apart from
the construction of external projects includes the use of the Build-Own-Transfer (“BOT”) business model for the development of
photovoltaic projects, utilizing its extensive proprietary construction technology. During 2023, the steady growth of the global
RES portfolio continued, which especially in solar PV technology added 5 new PV projects in Alberta, Canada, purchased from
Westbridge Renewable Energy and which will have the ability to generate over 2TWh per year. The total cost of the investment
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is estimated at €1.16 billion, without taking into account the benefit that MYTILINEOS will have from the incentives recently
adopted by the Government of Canada for investments in clean technologies that foresee a reduction of up to 30% on capital
costs, further enhancing the performance of the specific projects. At the same time, this move is the first of its kind for
MYTILINEOS in North America, continuing the Company's international strategy of seeking opportunities in countries and regions
with high commercial interest and a business-friendly environment. Finally, work continued to complete the construction of the
first leg (135MW) of the Greek Portfolio of ~1.5GW PV, utilizing resources from the Recovery and Stability Mechanism (RRF),
which during 2023 gradually entered into operation, while the construction of the second Greek portfolio with a capacity of 160
MW also started. Regarding the portfolio outside of Greece, MYTILINEOS continues the construction work of projects of more
than 1.5GW internationally.
Alignment to EU Taxonomy Criteria re Climate Change Mitigation
The said activity covers 2 activities: the construction of solar PV facilities for clients and the the operation of the Group’s own
solar PV facilities. Thus, alignment was examined from both scopes with clear distinction between them, due to the fact that
certain technical screening criteria may not be applicable to both aspects of the activity. Specifically, the Group's climate risk
assessment, which has been carried out in accordance with the recommendations of the international initiative Task Force on
Climate Related Financial Disclosures (TCFD), also includes the recognition of natural climate risks up to a time horizon of ~30
years (long-term risks). The information regarding this process is described in detail in the TCFD data table included in the Group's
2022 Sustainable Development Report as well as in the designated place on its website. The said assessment was conducted
thoroughly for the Group’s own facilities operated by the P&G B.U. However, since no reliable projections can be made for the
construction activity, this aspect (RSD B.U.) of the climate risk assessment is naturally limited.
Regarding alignment to the criterion for transition to a circular economy, most of the materials and related equipment used for
the construction, operation and maintenance of the solar PV facilities with modern techniques, are certified for their high
durability and can be disassembled and recycled almost completely.
The materials required for the construction of the solar PV facilities consist mainly of metal devices, photovoltaic panels,
aluminum and copper cables, electrical equipment and concrete, most of which are recyclable, as well as packaging materials
(e.g. wood, plastic and paper-cardboard) which are waste produced during construction. All the above-mentioned materials are
recyclable and are properly recycled through licensed waste management companies so as not to cause negative effects on the
environment.
Concerning the Environmental Impact Assessment (EIA), since its preparation is a basic requirement of the environmental
licensing process of most large-scale construction projects, MYTILINEOS produces EIAs for all of its facilities including the solar
PV facilities operated by the M-Renewables subsector. The same regulatory framework is applicable for the construction activities
of the M-Renewables subsector within the EEA. In case of construction projects outside the EEA (e.g. Australia, Chile, etc.), the
Group follows the environmental commitments set by its Environmental Policy as well as the applicable environmental legislation
in the host countries. The EIAs include sections relating to the use and protection of water and marine resources as well as for
maintaining their good condition. Moreover, in case of sites of the economic activity which are situated or border areas included
in the Natura 2000 network of protected areas, the Group undertakes all necessary assessments required by the applicable
national and EU legislation for such projects.
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CCM 4.3. Electricity generation from wind power
Taxonomy activity description:
Construction or operation of electricity generation facilities that produce electricity from wind power.
Eligible MYTILINEOS activity description:
The Group owns and operates wind farms of combined capacity up to 194 MW in Serres, Euboea, Fokida, Boeotia and
Aitoloakarnania. In 2020, the construction of a new Wind Park with a maximum capacity up to 43 MW was also initiated.
Moreover, MYTILINEOS has announced its cooperation with Copenhagen Infrastructure Partners towards the joint development
and construction of offshore wind farms, which however is not yet feasible due to lack of proper legislative framework.
Alignment to EU Taxonomy Criteria re Climate Change Mitigation
The Group examined alignment of the activity to the criteria as presented in the Climate Delegated Act (2021/2139/EU) and
confirmed the alignment of all wind farms to said measures. Specifically, the Group's climate risk assessment, which has been
carried out in accordance with the recommendations of the international initiative Task Force on Climate Related Financial
Disclosures (TCFD), also includes the recognition of natural climate risks up to a time horizon of ~30 years (long-term risks). The
information regarding this process is described in detail in the TCFD data table included in the Group's 2022 Sustainable
Development Report as well as in the designated place on its website.
Regarding alignment to the criterion for transition to a circular economy, most of the materials and related equipment used for
the construction, operation and maintenance of wind farms with modern techniques, are certified for their high durability and
can be disassembled and recycled almost completely.
Concerning the Environmental Impact Assessment (EIA), since its preparation is a basic requirement of the environmental
licensing process of most large-scale construction projects, MYTILINEOS produces EIAs for all of its facilities including wind farms
operated by the P&G B.U. Lastly, in case of sites of the economic activity which are situated or border areas included in the Natura
2000 network of protected areas, the Group undertakes all necessary assessments required by the applicable national and EU
legislation for such projects.
CCM 4.5. Electricity generation from hydropower
Taxonomy activity description:
Construction or operation of electricity generation facilities that produce electricity from hydropower.
Eligible MYTILINEOS activity description:
The Group owns and operates four small hydropower plants in Aitoloakarnania and Fthiotida of a combined capacity up to 6.06
MW.
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CCM 4.9. Transmission and distribution of electricity
Taxonomy activity description:
Construction and operation of transmission systems that transport the electricity on the extra high-voltage and high-voltage
interconnected system as well as on high-voltage, medium-voltage and low-voltage distribution systems.
Eligible MYTILINEOS activity description:
The Group has signed a contract with the Greek Independent Power Transmission Operator (IPTO) for the construction of an
Electricity Transmission Line 400kV to facilitate the Greece-Bulgaria electrical interconnection.
CCM 4.10. Storage of electricity
Taxonomy activity description:
Construction and operation of facilities that store electricity and return it at a later time in the form of electricity. The activity
includes pumped hydropower storage.
Eligible MYTILINEOS activity description:
MYTILINEOS has energy storage projects in Greece & Italy at an early stage of development, with a maximum power of about 1.3
GW. In 2021, the Group was 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 took place during Q4 of
2022, when both systems started providing Fast Reserve services to the Italian grid that will span from 2023 until 2027. Finally,
the Group has undertaken the construction of electricity storage units as part of a broader PV plant construction project in
England.
Alignment to EU Taxonomy Criteria re Climate Change Mitigation
The Group examined alignment of the activity to the criteria as presented in the Climate Delegated Act (2021/2139/EU) and
confirmed the alignment of all wind farms to said measures. Specifically, the Group's climate risk assessment, which has been
carried out in accordance with the recommendations of the international initiative Task Force on Climate Related Financial
Disclosures (TCFD), also includes the recognition of natural climate risks up to a time horizon of ~30 years (long-term risks). The
information regarding this process is described in detail in the TCFD data table included in the Group's 2022 Sustainable
Development Report as well as in the designated place on its website.
The Group is not involved in the construction of pumped hydropower storage units. Moreover, since the economic activity of the
RSD B.U. is limited to the construction of electricity storage units, the owners/clients are responsible for any waste management
plans. As such, this criterion is considered not applicable in this case.
Concerning the Environmental Impact Assessment (EIA), since its preparation is a basic requirement of the environmental
licensing process of most large-scale construction projects, MYTILINEOS produces EIAs for all of the construction activities of the
RSD B.U. within the EEA. In case of construction projects outside the EEA (e.g. Australia, Chile, etc.), the Group follows the
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environmental commitments set by its Environmental Policy as well as the applicable environmental legislation in the host
countries. The EIAs include sections relating to the use and protection of water and marine resources as well as for maintaining
their good condition. Moreover, in case of sites of the economic activity which are situated or border biodiversity-sensitive areas
(e.g. Natura 2000 network of protected areas), the Group undertakes all necessary assessments required by the applicable
national and EU legislation for such projects.
CCM 4.29. Electricity generation from fossil gaseous fuels
Taxonomy activity description:
Construction or operation of electricity generation facilities that produce electricity using fossil gaseous fuels. This activity does
not include electricity generation from the exclusive use of renewable non-fossil gaseous and liquid fuels and biogas and bio-
liquid fuels.
Eligible MYTILINEOS activity description:
The Group, 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. The portfolio of energy assets totaling more than 1,200
MWh of installed capacity, accounts for over 13.5% of the licensed thermal plant production capacity in place in the country.
Furthermore, the Group through the SES BU has individually undertaken the “Engineering, Procurement & Construction” (EPC)
of three open circle (OCGT) power production stations in the UK, one of which is project “Immingham”. This project concerns the
development and construction of an open-cycle gas turbine (OCGT) and gas-fired power plant in Immingham, North Lincolnshire,
UK, for VPI Immingham-B LLP (VPI-B), of the Vitol Group. The contract concerns the design, supply and construction (EPC) of a
299MW OCGT unit. The main equipment as well as the core of the gas turbine package comprising a Siemens Energy SGT5-4000F
gas turbine and an SGen5-1200A generator, including electrical components and an instrumentation and control system will be
provided by Siemens Energy. The installed equipment can also be used to stabilize the grid during periods when the power station
itself is not producing electricity - an important factor in ensuring security of supply in the UK.
The project will be located adjacent to the existing VPI Immingham CHP station and VPI-B has already secured a capacity contract
in the 2022 T-4 UK capacity purchase auction for this OCGT. The energy produced will be transferred to the High Voltage
Transmission Network managed by National Grid.
CCM 6.14. Infrastructure for rail transport
Taxonomy activity description:
Construction, modernisation, operation and maintenance of railways and subways as well as bridges and tunnels, stations,
terminals, rail service facilities, safety and traffic management systems including the provision of architectural services,
engineering services, drafting services, building inspection services and surveying and mapping services and the like as well as
the performance of physical, chemical and other analytical testing of all types of materials and products.
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Eligible MYTILINEOS activity description:
The Group in 2023 continued the 2 Railway Projects in the area of Peloponnese namely the electrification of the part Kiato-
Rododafni as well as the expansion of the railway infrastructure, electrification and construction of stops and stations in the part
Rododafni-Rio. Additionally, through the METKA subsidiary, it has also undertaken the upgrading of the existing RR of the
Suburban Railway in Western Attica, section: Ano Liosia - Neos S.S. Megaron – P.S. Megaron. Finally, through the Joint Venture
"MYTILINEOS S.A. - XANTHAKIS ATE" has undertaken the upgrade and regularization of the existing single railway line Isthmus -
Loutraki with electrification.
CCM 7.3. Installation, maintenance and repair of energy efficiency equipment
Taxonomy activity description:
Individual renovation measures consisting in installation, maintenance or repair of energy efficiency equipment. An economic
activity in this category is an enabling activity as referred to in Article 10(1), point (i), of Regulation (EU) 2020/852 where it
complies with the relevant technical screening criteria.
Eligible MYTILINEOS activity description:
In the context of this activity, the Group has undertaken energy upgrading projects at the facilities of the Olympic Sports Center
of Athens (OAKA) which, among other things, include the replacement of lamps/lighting in various parts of the facilities,
interventions in the hot water production and air conditioning facilities, replacement pumps, etc.
CE 3.1. Construction of new buildings
Taxonomy activity description:
The development of construction projects for residential and non-residential buildings by combining financial, technical, and
physical means with a view to sell the building upon delivery or at a later date, as well as the construction of complete residential
or non-residential buildings, on own account for sale or on a fee or contract basis.
Eligible MYTILINEOS activity description:
The Group, through its subsidiary METKA, has undertaken the development and exploitation of a 5* (five-star) hotel unit in
Glyfada (S. Athens), with a capacity of 400 beds as well as catering, entertainment and ancillary areas. In addition, through the
Joint Venture "TERNA S.A. – ACTOR. ATE - METKA ATE", METKA has undertaken the construction of a new football stadium of
Panathinaikos F.C. in the area of Botanikos as well as the configuration of the common areas and accessibility to the surrounding
area of the stadium. Furthermore, the development of the 588 acres Thriasio shopping center has begun, which will form part of
the Triasio field complex, which is being developed on a total property of ~2,000 acres. Finally, METKA has undertaken the
construction of a new Sports Center in the area of Ellinikos-Agios Kosmas as well as the works of expanding the restaurant and
maintaining the facade of the Historic Building/Luxury Hotel OLYMPOS NAOUSA, with a total area of 2,400 m2.
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Minimum Safeguards
MYTILINEOS creates value for its Social Partners through its business activities, making a substantial contribution to the economy,
to employment and to the development of its local communities.
The responsible operation of MYTILINEOS, 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.
Sustainable Development is an integral part of the “corporate DNA” of MYTILINEOS and, therefore, 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 this is reflected in the Sustainable Development Goals.
The Company’s business model is at the center of its operation. We utilize our available resources in accordance with our vision,
mission and business values, to produce and market our products and services, while also contributing to the Global Sustainable
Development Goals (UN 2030 Agenda) and creating value for our Social Partners. The relevant key performance indicators,
together with descriptions of the interrelationships between the resources utilized in the context of our Business Model, is
available at the Company’s website.
The aim of the Integrated Value Creation Scorecard (scorecard.MYTILINEOS.gr/index-en.html) is the presentation to all
MYTILINEOS Social Partners of the basic resources (economic, industrial, natural, human and social) that it utilizes during its
activity, through its business model, the corresponding results and the value generated in combination with the 17 UN
Sustainable Development Goals.
The Sustainability Actions Map is an innovative tool that provides in a concise and centralized way, the information on Sustainable
Development issues to all Stakeholders. Immediate access to the desired information and easy operation of the microsite are key
features for the effective provision of information to the Company's stakeholders, focusing either on the desired Global
Sustainable Development Goal or on the desired region / country for each of the Business Units.
OECD Guidelines for Multinational Enterprises
Our Code of Conduct has been developed taking into account the OECD Guidelines for Multinational Enterprises. We have
implemented a custom training program in the Company’s Code of Business Conduct for our employees. We applied our “Zero
Tolerance” approach in connection with incidents of corruption and bribery in all our activities, both domestically and
internationally. We successfully continued the dialogue with our Stakeholders, implementing a special thematic Consultation
focused on the creation of our corporate Human Rights Policy, gaining the almost universal acceptance and support of all our
Stakeholder groups for this initiative of the Company.
Respect of Human and Labour Rights
Since 2008, MYTILINEOS has committed itself to complying with the Compact’s 10 Principles, annually publishing its relevant
performance, both in terms of its overall operation and its broader transactions. MYTILINEOS is committed to the first six
Principles of the UN Global Compact, which are based on, among others, the internationally recognized principles on the
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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. Furthermore, during 2020 we have proceeded with the
elaboration of a specialized Human Rights Policy, in dialogue with our Social Partners, during which MYTILINEOS listened to the
views of all its Social Partners on the key points of the policy and integrated them into its final corporate policy document. The
Human Rights Policy expresses the Company's zero tolerance of any violation of Human Rights. We fully protect labour rights as
well as the other categories of Human Rights related to our activity.
The Company operates on the basis of its firm commitment to zero tolerance for human rights violations, which is realized both
by not participating (directly, passively or implicitly) in such violations, and by avoiding any transaction and contact with third
parties, in countries where it operates, which may have caused or are reasonably suspected to be involved in creating conditions
that may cause human rights violations. It is bound by the first 6 Principles of the United Nations Universal Compact, which are
based, among others, on the internationally recognized principles of the protection of human rights, as defined in the
International Declaration of Human Rights (IDHR).
The Company, through the basic mechanism for reporting violations of the Code of Business Conduct and the Code of Conduct
of Suppliers/Business Partners (anonymous or named reports by telephone, fax, mail, as well as by e-mail to the Regulatory
Compliance Department), provides the opportunity for employees and its suppliers/business partners to raise any concerns and
incidents of Human Rights violation. At the same time, the Company guarantees that no action will be taken against anyone who
reports, in good faith, any actual or alleged wrongdoing.
No incidents of human rights violations were reported to the General Directorate of Human Resources or the Regulatory
Compliance Department through the official mechanism for reporting violations of the Company's Code of Conduct
(whistleblowing line) during 2023, achieving the Company's long-term goal of zero tolerance for violations of human rights rights.
Finally, no areas were identified where the identified deficiencies could jeopardize the protection of Human Rights in the
Company's activities.
Responsible Risk Management
MYTILINEOS’ has developed a systematic approach to the recording, 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.
Climate Change risks and opportunities
The Company has already integrated into its strategic priorities the implementation of a study to determine the risks and
opportunities from the consequences of climate change in its activity. The Sustainable Development Report of MYTILINEOS is
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published on an annual basis and refers to the overview of the Company's Non-Financial performance, supplementing its Annual
Report and is available online on the MYTILINEOS official website.
Corruption
The Company, as part of its "zero tolerance" approach to corruption and bribery, reserves the right to terminate any form of
cooperation with a Supplier/Business Partner that does not comply with the principle of Integrity as well as with applicable
legislation and relevant regulations against corruption and bribery in the countries where it operates.
Through the control mechanisms implemented in the Procurement Departments of the Business Units, the Company filters both
the selection of partners and all transactions, assuring that there were no confirmed incidents of corruption that led to
disciplinary sanctions or dismissal of employees due to corruption, nor confirmed incidents of corruption that have led to the
termination or non-renewal of the business relationship with partners, or any legal proceedings related to corruption against the
Company or its employees.
MYTILINEOS minds to analyze the prevailing conditions and potential risks or threats that may encourage the occurrence of
corruption or bribery in the corporate environment through a third-party audit and due diligence process.
Taxation
Taxation is considered an extremely important issue and is supervised by the Company's highest governing bodies. We have put
in place effective measures to manage tax risks, in line with OECD tax guidelines. In addition, the Company did not face cases of
violation of tax legislation. Finally, the Company receives an annual tax certificate following a relevant tax audit carried out during
the annual regular audit by its appointed auditor. More details on this topic are also available in the section of the annual report
"Unaudited fiscal years".
Healthy competition
The Company's operation is based on transparency, emphasizing its firm commitment to avoid unfair business practices that
hinder fair competition.
MYTILINEOS has developed a "Code of Conduct for Suppliers and Partners" which is also publicly available on its website. The
Code ensures and requires suppliers to be able to demonstrate compliance with applicable national legislation or industry
standards by operating in various areas such as “Avoidance of all acts of unfair competition”. In addition, "Fair Competition Law"
training and materials have been developed for specific employees. All employees of MYTILINEOS, including employees of
subsidiaries, receive relevant training according to their degree of exposure to relevant risks.
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Qualitative information
Accounting Policy
The figures presented in this report have been calculated and are presented 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.
Their preparation requires estimations during the application of the Group’s accounting principles. Important admissions are
presented wherever it has been judged appropriate.
In the present report we present the proportion of the total turnover from the sale of goods or provisions of services, as well as
the total CapEx and OpEx of the Group’s economic activities that correspond to activities determined to be non-eligible, eligible
or aligned for EU Taxonomy purposes according to the description of these activities and taking into account the respective NACE
activity codes, as well as the relevant technical screening criteria as presented in Delegated Acts 2021/2139/EU and
2022/1214/EU. Since we are currently in the first period of implementation of the Taxonomy framework (1/1 – 31/12/2023), the
Group’s economic activities were reviewed and ultimately included/excluded both in terms of eligibility as well as in terms of
alignment with the technical screening criteria provided in the related Delegated Acts. The said examination is thoroughly
presented for each aligned activity, whereas any activities that did not fulfill one or several of the technical criteria are included
only as eligible. Taking into consideration the above, the calculation of the KPIs was based on the following elements of the
Group’s financial reporting:
Proportion of the total turnover. It was calculated based on the total net turnover from the sale of goods and provision of
services. The numerator includes the activities that are considered to be aligned according to the Taxonomy regulation and the
relevant technical screening criteria under the condition that said revenue does not include own use and intergroup transactions.
The total turnover at Group level is presented in the Income Statement as well as in note 3.1 of the Financial Statements.
Proportion of the total CapEx. It was calculated based on the capitalized expenses incurred for additions to assets or processes
corresponding to aligned economic activities. The numerator includes the activities that are considered to be aligned according
to Taxonomy regulation and the relevant technical screening criteria. The Group totals regarding additions to tangible, intangible
and right of use assets are presented in notes 3.2, 3.3 and 3.5 of the Financial Statements.
Proportion of the total OpEx. It was calculated based on the operating expenses related to the repair and maintenance of assets
or processes corresponding to aligned economic activities. The numerator includes the activities that are considered to be aligned
according to the Taxonomy regulation and the relevant technical screening criteria.
The information presented in this report complies with the requirements of the Taxonomy Regulation and the relevant Delegated
Regulations issued up to the time of this publication. The relevant guidelines have a relative margin of interpretation and are
constantly adapted to the needs of the process. Taking this into account, MYTILINEOS pays particular attention to relevant
developments and adjusts its approach depending on the assumptions and applicable methodology.
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Turnover KPI Table
Financial year 2023
Economic Activities (1) Code(2) Turnover (3)
Proportion
of
Turnover
2023 (4)
Climate
Change
Mitigation
(5)
Climate
Change
Adaptatio
n (6)
Water (7)
Pollution
(8)
Circular
Economy
(9)
Biodiversi
ty (10)
Climate
Change
Mitigation
(11)
Climate
Change
Adaptatio
n (12)
Water
(13)
Pollution
(14)
Circular
Economy
(15)
Biodiversi
ty (16)
Minimum
Safeguard
s (17)
Proportion of
Taxonomy-
aligned (A.1.) or -
eligible (A.2.)
turnover 2022
(18)
Category
enabling
activity
(19)
Category
transition
al activity
(20)
€000 % Y; N; N/EL Y; N; N/EL Y; N; N/EL Y; N; N/EL Y; N; N/EL Y; N; N/EL Y/N Y/N Y/N Y/N Y/N Y/N Y/N % E T
A. TAXONOMY-ELIGIBLE ACTIVITIES
A.1. Environmentally sustainable activities (Taxonomy-aligned)
Manufacture of aluminium CCM 3.8
26.176
0%
Υ - N/EL N/EL N/EL N/EL Υ Υ Υ Υ Υ Υ Υ
2%
Τ
Electricity generation using solar photovoltaic technology
CCM 4.1
543.060
10%
Υ - N/EL N/EL N/EL N/EL Υ Υ Υ Υ Υ Υ Υ
8%
Electricity generation from wind power CCM 4.3
44.953
1%
Υ - N/EL N/EL N/EL N/EL Υ Υ Υ Υ Υ Υ Υ
1%
Storage of electricity CCM 4.10
142.731
3%
Υ - N/EL N/EL N/EL N/EL Υ Υ Υ Υ Υ Υ Υ
2%
Ε
756.920 14% 14% 0% 0% 0% 0% 0% Υ Υ Υ Υ Υ Υ Υ 13%
142.731 3% 3% 0% 0% 0% 0% 0% Υ Υ Υ Υ Υ Υ Υ 2% E
26.176 0% 0% 0% 0% 0% 0% 0% Υ Υ Υ Υ Υ Υ Υ 2% T
A.2. Taxonomy-eligible but not environmentally sustainable activities (not Taxonomy-aligned activities)
EL; N/EL EL; N/EL EL; N/EL EL; N/EL EL; N/EL EL; N/EL
Manufacture of aluminium CCM 3.8 480.015 9% EL EL N/EL N/EL N/EL N/EL 7%
Manufacture, installation, and servicing of
high, medium and low voltage […]
CCM 3.20 2.563 0% EL EL N/EL N/EL N/EL N/EL 0%
Electricity generation from hydropower CCM 4.5 96 0% EL EL N/EL N/EL N/EL N/EL 0%
Transmission and distribution of electricity CCM 4.9 9.196 0% EL EL N/EL N/EL N/EL N/EL 0%
Electricity generation from fossil gaseous
fuels
CCM 4.29 543.181 10% EL EL N/EL N/EL N/EL N/EL 18%
Infrastructure for rail transport CCM 6.14 32.464 1% EL EL N/EL N/EL N/EL N/EL 1%
Installation, maintenance and repair of energy
efficiency equipment
CCM 7.3 2.415 0% EL EL N/EL N/EL N/EL N/EL 0%
Construction of new buildings CE 3.1 12.584 0% EL EL N/EL N/EL EL N/EL 0%
1.082.513 20% ΕΠ ΕΠ Μ/ΕΠ Μ/ΕΠ Μ/ΕΠ Μ/ΕΠ 26%
1.839.433 33% ΕΠ ΕΠ Μ/ΕΠ Μ/ΕΠ Μ/ΕΠ Μ/ΕΠ 39%
3.652.253 67%
5.491.686 100%
Of which transitional
Turnover of Taxonomy-eligible but not environmentally
sustainable activities (not Taxonomy-aligned activities) (A.2)
Year
Substantial contribution criteria
DNSHcriteria(“DoesNotSignificantlyHarm”)
Turnover of environmentally sustainable activities
(Taxonomy-aligned) (A.1)
Of which enabling
A.TurnoverofTaxonomy-eligibleactivities(A.1+A.2)
B. TAXONOMY-NON-ELIGIBLE ACTIVITIES
Turnover of Taxonomy-non-eligible activities
TOTAL
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CapEx KPI Table
Financial year 2023
Economic Activities (1) Code(2) CapEx (3)
Proportion
of CapEx
2023 (4)
Climate
Change
Mitigation
(5)
Climate
Change
Adaptation
(6)
Water (7)
Pollution
(8)
Circular
Economy
(9)
Biodiversi
ty (10)
Climate
Change
Mitigation
(11)
Climate
Change
Adaptation
(12)
Water (13)
Pollution
(14)
Circular
Economy
(15)
Biodiversi
ty (16)
Minimum
Safeguard
s (17)
Proportion of
Taxonomy-aligned
(A.1.) or -eligible
(A.2.) CapEx 2022
(18)
Category
enabling
activity
(19)
Category
transitiona
l activity
(20)
€000 % Y; N; N/EL Y; N; N/EL Y; N; N/EL Y; N; N/EL Y; N; N/EL Y; N; N/EL Y/N Y/N Y/N Y/N Y/N Y/N Y/N % E T
A. TAXONOMY-ELIGIBLE ACTIVITIES
A.1. Environmentally sustainable activities (Taxonomy-aligned)
Manufacture of aluminium CCM 3.8 11.683 1% Υ - N/EL N/EL N/EL N/EL Υ Υ Υ Υ Υ Υ Υ 2% Τ
Electricity generation using solar photovoltaic
technology
CCM 4.1 553.006 52% Υ - N/EL N/EL N/EL N/EL Υ Υ Υ Υ Υ Υ Υ 61%
Electricity generation from wind power CCM 4.3 5.706 1% Υ - N/EL N/EL N/EL N/EL Υ Υ Υ Υ Υ Υ Υ 2%
Storage of electricity CCM 4.10 134.225 13% Υ - N/EL N/EL N/EL N/EL Υ Υ Υ Υ Υ Υ Υ 13% Ε
704.620 67% 67% 0% 0% 0% 0% 0% Υ Υ Υ Υ Υ Υ Υ 78%
134.225 13% , 0% 0% 0% 0% 0% Υ Υ Υ Υ Υ Υ Υ 13% E
11.683 1% 0% 0% 0% 0% 0% 0% Υ Υ Υ Υ Υ Υ Υ 2% T
A.2. Taxonomy-eligible but not environmentally sustainable activities (not Taxonomy-aligned activities)
EL; N/EL EL; N/EL EL; N/EL EL; N/EL EL; N/EL EL; N/EL
Manufacture of aluminium CCM 3.8 126.776 12% EL EL N/EL N/EL N/EL N/EL 5%
Manufacture, installation, and servicing of high,
medium and low voltage […]
CCM 3.20 34 0% EL EL N/EL N/EL N/EL N/EL 0%
Electricity generation from hydropower CCM 4.5 0 0% EL EL N/EL N/EL N/EL N/EL 0%
Transmission and distribution of electricity CCM 4.9 123 0% EL EL N/EL N/EL N/EL N/EL 0%
Electricity generation from fossil gaseous fuels CCM 4.29 151.848 14% EL EL N/EL N/EL N/EL N/EL 13%
Infrastructure for rail transport CCM 6.14 703 0% EL EL N/EL N/EL N/EL N/EL 0%
Installation, maintenance and repair of energy
efficiency equipment
CCM 7.3 32 0% EL EL N/EL N/EL N/EL N/EL 0%
Construction of new buildings CE 3.1 272 0% EL EL N/EL N/EL EL N/EL 0%
279.790 27% 27% 0% 0% 0% 0% 0% 18%
984.410 93% 93% 0% 0% 0% 0% 0% 96%
B. TAXONOMY-NON-ELIGIBLE ACTIVITIES
69.917 7%
TOTAL 1.054.327 100%
A.CapExofTaxonomy-eligibleactivities(A.1+A.2)
CapEx of Taxonomy-non-eligible activities
DNSHcriteria(“DoesNotSignificantlyHarm”)
CapEx of environmentally sustainable activities
(Taxonomy-aligned) (A.1)
Of which enabling
Of which transitional
CapEx of Taxonomy-eligible but not environmentally
sustainable activities (not Taxonomy-aligned activities)
(A.2)
Year
Substantial contribution criteria
2. Annual Board of Directors Management Report
146
Annual Financial Report for the period
from the 1
st
January to the 31
st
December 2023
OPEX KPI Table
Financial year 2023
Economic Activities (1) Code(2) OpEx (3)
Proportion
of OpEx
2023 (4)
Climate
Change
Mitigation
(5)
Climate
Change
Adaptatio
n (6)
Water (7)
Pollution
(8)
Circular
Economy
(9)
Biodiversi
ty (10)
Climate
Change
Mitigation
(11)
Climate
Change
Adaptatio
n (12)
Water
(13)
Pollution
(14)
Circular
Economy
(15)
Biodiversi
ty (16)
Minimum
Safeguard
s (17)
Proportion of
Taxonomy-
aligned (A.1.) or -
eligible (A.2.)
OpEx 2022 (18)
Category
enabling
activity
(19)
Category
transition
al activity
(20)
€000 % Y; N; N/EL Y; N; N/EL Y; N; N/EL Y; N; N/EL Y; N; N/EL Y; N; N/EL Y/N Y/N Y/N Y/N Y/N Y/N Y/N % E T
A. TAXONOMY-ELIGIBLE ACTIVITIES
A.1. Environmentally sustainable activities (Taxonomy-aligned)
Manufacture of aluminium CCM 3.8
112.689
3%
Υ - N/EL N/EL N/EL N/EL Υ Υ Υ Υ Υ Υ Υ
2%
Τ
Electricity generation using solar photovoltaic technology
CCM 4.1
380.946
9%
Υ - N/EL N/EL N/EL N/EL Υ Υ Υ Υ Υ Υ Υ
8%
Electricity generation from wind power CCM 4.3
11.044
0%
Υ - N/EL N/EL N/EL N/EL Υ Υ Υ Υ Υ Υ Υ
0%
Storage of electricity CCM 4.10
100.634
2%
Υ - N/EL N/EL N/EL N/EL Υ Υ Υ Υ Υ Υ Υ
2%
Ε
605.313 14% 14% 0% 0% 0% 0% 0% - - - - - - - 13%
100.634 2% 2% 0% 0% 0% 0% 0% - - - - - - - 2% E
112.689 3% 0% 0% 0% 0% 0% 0% - - - - - - - 2% T
A.2. Taxonomy-eligible but not environmentally sustainable activities (not Taxonomy-aligned activities)
EL; N/EL EL; N/EL EL; N/EL EL; N/EL EL; N/EL EL; N/EL
Manufacture of aluminium CCM 3.8 323.890 7% EL EL N/EL N/EL N/EL N/EL 5%
Manufacture, installation, and servicing of
high, medium and low voltage […]
CCM 3.20 2.278 0% EL EL N/EL N/EL N/EL N/EL 0%
Electricity generation from hydropower CCM 4.5 90 0% EL EL N/EL N/EL N/EL N/EL 0%
Transmission and distribution of electricity CCM 4.9 8.175 0% EL EL N/EL N/EL N/EL N/EL 0%
Electricity generation from fossil gaseous
fuels
CCM 4.29 317.529 7% EL EL N/EL N/EL N/EL N/EL 8%
Infrastructure for rail transport CCM 6.14 20.858 0% EL EL N/EL N/EL N/EL N/EL 1%
Installation, maintenance and repair of energy
efficiency equipment
CCM 7.3 2.147 0% EL EL N/EL N/EL N/EL N/EL 0%
Construction of new buildings CE 3.1 8.085 0% EL EL N/EL N/EL EL N/EL 0%
715.282 16% ΕΠ,Μ/ΕΠ ΕΠ,Μ/ΕΠ ΕΠ,Μ/ΕΠ ΕΠ,Μ/ΕΠ ΕΠ,Μ/ΕΠ ΕΠ,Μ/ΕΠ 14%
1.288.364 29% ΕΠ ΕΠ Μ/ΕΠ Μ/ΕΠ Μ/ΕΠ Μ/ΕΠ 27%
B. TAXONOMY-NON-ELIGIBLE ACTIVITIES
3.116.979 71%
4.405.343 100%
Of which transitional
OpEx of Taxonomy-eligible but not environmentally
sustainable activities (not Taxonomy-aligned activities)
(A.2)
Year
Substantial contribution criteria
DNSHcriteria(“DoesNotSignificantlyHarm”)
OpEx of environmentally sustainable activities
(Taxonomy-aligned) (A.1)
Of which enabling
A.OpExofTaxonomy-eligibleactivities(A.1+A.2)
OpEx of Taxonomy-non-eligible activities
TOTAL
2. Annual Board of Directors Management Report
147
Annual Financial Report for the period
from the 1
st
January to the 31
st
December 2023
Turnover KPI
Taxonomy-aligned economic activities (denominator)
Row
Economic activities
Amount and proportion
CCM + CCA
Climate change
mitigation (CCM)
Climate
change
adaptation
(CCA)
Amount
%
Amount
%
Amount
%
1.
Amount and proportion of taxonomy- aligned
economic activity referred to in Section 4.26 of
Annexes I and II to Delegated Regulation
2021/2139 in the denominator of the applicable
KPI
0
0%
0
0%
0
0%
2.
Amount and proportion of taxonomy- aligned
economic activity referred to in Section 4.27 of
Annexes I and II to Delegated Regulation
2021/2139 in the denominator of the applicable
KPI
0
0%
0
0%
0
0%
3.
Amount and proportion of taxonomy- aligned
economic activity referred to in Section 4.28 of
Annexes I and II to Delegated Regulation
2021/2139 in the denominator of the applicable
KPI
0
0%
0
0%
0
0%
4.
Amount and proportion of taxonomy- aligned
economic activity referred to in Section 4.29 of
Annexes I and II to Delegated Regulation
2021/2139 in the denominator of the applicable
KPI
0
0%
0
0%
0
0%
5.
Amount and proportion of taxonomy- aligned
economic activity referred to in Section 4.30 of
Annexes I and II to Delegated Regulation
2021/2139 in the denominator of the applicable
KPI
0
0%
0
0%
0
0%
6.
Amount and proportion of taxonomy- aligned
economic activity referred to in Section 4.31 of
Annexes I and II to Delegated Regulation
2021/2139 in the denominator of the applicable
KPI
0
0%
0
0%
0
0%
7.
Amount and proportion of other taxonomy-
aligned economic activities not referred to in
rows 1 to 6 above in the denominator of the
applicable KPI
756.920
14%
756.920
14%
0
0%
8.
Total applicable KPI
5.491.686
100%
5.491.686
100%
0
0%
2. Annual Board of Directors Management Report
148
Annual Financial Report for the period
from the 1
st
January to the 31
st
December 2023
Taxonomy-aligned economic activities (numerator)
Row
Economic activities
Amount and proportion
CCM + CCA
Climate change
mitigation (CCM)
Climate
change
adaptation
(CCA)
Amount
%
Amount
%
Amount
%
1.
Amount and proportion of taxonomy- aligned
economic activity referred to in Section 4.26 of
Annexes I and II to Delegated Regulation 2021/2139 in
the numerator of the applicable KPI
0
0%
0
0%
0
0%
2.
Amount and proportion of taxonomy- aligned
economic activity referred to in Section 4.27 of
Annexes I and II to Delegated Regulation 2021/2139 in
the numerator of the applicable KPI
0
0%
0
0%
0
0%
3.
Amount and proportion of taxonomy- aligned
economic activity referred to in Section 4.28 of
Annexes I and II to Delegated Regulation 2021/2139 in
the numerator of the applicable KPI
0
0%
0
0%
0
0%
4.
Amount and proportion of taxonomy- aligned
economic activity referred to in Section 4.29 of
Annexes I and II to Delegated Regulation 2021/2139 in
the numerator of the applicable KPI
0
0%
0
0%
0
0%
5.
Amount and proportion of taxonomy- aligned
economic activity referred to in Section 4.30 of
Annexes I and II to Delegated Regulation 2021/2139 in
the numerator of the applicable KPI
0
0%
0
0%
0
0%
6.
Amount and proportion of taxonomy- aligned
economic activity referred to in Section 4.31 of
Annexes I and II to Delegated Regulation 2021/2139 in
the numerator of the applicable KPI
0
0%
0
0%
0
0%
7.
Amount and proportion of other taxonomy-aligned
economic activities not referred to in rows 1 to 6
above in the numerator of the applicable KPI
756.920
14%
756.920
14%
0
0%
8.
Total amount and proportion of taxonomy-aligned
economic activities in the numerator of the
applicable KPI
756.920
14%
756.920
14%
0
0%
2. Annual Board of Directors Management Report
149
Annual Financial Report for the period
from the 1
st
January to the 31
st
December 2023
Taxonomy-eligible but not taxonomy-aligned economic activities
Row
Economic activities
Amount and proportion
CCM + CCA
Climate change
mitigation (CCM)
Climate
change
adaptation
(CCA)
Amount
%
Amount
%
Amount
%
1.
Amount and proportion of taxonomy- eligible but not
taxonomy-aligned economic activity referred to in
Section 4.26 of Annexes I and II to Delegated
Regulation 2021/2139 in the denominator of the
applicable KPI
0
0%
0
0%
0
0%
2.
Amount and proportion of taxonomy- eligible but not
taxonomy-aligned economic activity referred to in
Section 4.27 of Annexes I and II to Delegated
Regulation 2021/2139 in the denominator of the
applicable KPI
0
0%
0
0%
0
0%
3.
Amount and proportion of taxonomy- eligible but not
taxonomy-aligned economic activity referred to in
Section 4.28 of Annexes I and II to Delegated
Regulation 2021/2139 in the denominator of the
applicable KPI
0
0%
0
0%
0
0%
4.
Amount and proportion of taxonomy- eligible but not
taxonomy-aligned economic activity referred to in
Section 4.29 of Annexes I and II to Delegated
Regulation 2021/2139 in the denominator of the
applicable KPI
543.181
10%
543.181
10%
0
0%
5.
Amount and proportion of taxonomy- eligible but not
taxonomy-aligned economic activity referred to in
Section 4.30 of Annexes I and II to Delegated
Regulation 2021/2139 in the denominator of the
applicable KPI
0
0%
0
0%
0
0%
6.
Amount and proportion of taxonomy- eligible but not
taxonomy-aligned economic activity referred to in
Section 4.31 of Annexes I and II to Delegated
Regulation 2021/2139 in the denominator of the
applicable KPI
0
0%
0
0%
0
0%
7.
Amount and proportion of other taxonomy-eligible
but not taxonomy-aligned economic activities not
referred to in rows 1 to 6 above in the denominator of
the applicable KPI
539.332
10%
589.499
11%
0
0%
8.
Total amount and proportion of taxonomy eligible
but not taxonomy- aligned economic activities in the
denominator of the applicable KPI
1.082.513
20%
1.132.679
21%
0
0%
2. Annual Board of Directors Management Report
150
Annual Financial Report for the period
from the 1
st
January to the 31
st
December 2023
Taxonomy non-eligible economic activities
Row
Economic activities
Amount
%
1.
Amount and proportion of economic activity referred to in row 1 of Template 1
that is taxonomy-non-eligible in accordance with Section 4.26 of Annexes I and II
to Delegated Regulation 2021/2139 in the denominator of the applicable KPI
0
0%
2.
Amount and proportion of economic activity referred to in row 2 of Template 1
that is taxonomy-non-eligible in accordance with Section 4.27 of Annexes I and II
to Delegated Regulation 2021/2139 in the denominator of the applicable KPI
0
0%
3.
Amount and proportion of economic activity referred to in row 3 of Template 1
that is taxonomy-non-eligible in accordance with Section 4.28 of Annexes I and II
to Delegated Regulation 2021/2139 in the denominator of the applicable KPI
0
0%
4.
Amount and proportion of economic activity referred to in row 4 of Template 1
that is taxonomy-non-eligible in accordance with Section 4.29 of Annexes I and II
to Delegated Regulation 2021/2139 in the denominator of the applicable KPI
0
0%
5.
Amount and proportion of economic activity referred to in row 5 of Template 1
that is taxonomy-non-eligible in accordance with Section 4.30 of Annexes I and II
to Delegated Regulation 2021/2139 in the denominator of the applicable KPI
0
0%
6.
Amount and proportion of economic activity referred to in row 6 of Template 1
that is taxonomy-non-eligible in accordance with Section 4.31 of Annexes I and II
to Delegated Regulation 2021/2139 in the denominator of the applicable KPI
0
0%
7.
Amount and proportion of other taxonomy-non-eligible economic activities not
referred to in rows 1 to 6 above in the denominator of the applicable KPI
3.652.253
67%
8.
Total amount and proportion of taxonomy-non-eligible economic activities in
the denominator of the applicable KPI
3.652.253
67%
2. Annual Board of Directors Management Report
151
Annual Financial Report for the period
from the 1
st
January to the 31
st
December 2023
CapEx KPI
Taxonomy-aligned economic activities (denominator)
Row
Economic activities
Amount and proportion
CCM + CCA
Climate change
mitigation (CCM)
Climate
change
adaptation
(CCA)
Amount
%
Amount
%
Amount
%
1.
Amount and proportion of taxonomy- aligned
economic activity referred to in Section 4.26 of
Annexes I and II to Delegated Regulation 2021/2139
in the denominator of the applicable KPI
0
0%
0
0%
0
0%
2.
Amount and proportion of taxonomy- aligned
economic activity referred to in Section 4.27 of
Annexes I and II to Delegated Regulation 2021/2139
in the denominator of the applicable KPI
0
0%
0
0%
0
0%
3.
Amount and proportion of taxonomy- aligned
economic activity referred to in Section 4.28 of
Annexes I and II to Delegated Regulation 2021/2139
in the denominator of the applicable KPI
0
0%
0
0%
0
0%
4.
Amount and proportion of taxonomy- aligned
economic activity referred to in Section 4.29 of
Annexes I and II to Delegated Regulation 2021/2139
in the denominator of the applicable KPI
0
0%
0
0%
0
0%
5.
Amount and proportion of taxonomy- aligned
economic activity referred to in Section 4.30 of
Annexes I and II to Delegated Regulation 2021/2139
in the denominator of the applicable KPI
0
0%
0
0%
0
0%
6.
Amount and proportion of taxonomy- aligned
economic activity referred to in Section 4.31 of
Annexes I and II to Delegated Regulation 2021/2139
in the denominator of the applicable KPI
0
0%
0
0%
0
0%
7.
Amount and proportion of other taxonomy-aligned
economic activities not referred to in rows 1 to 6
above in the denominator of the applicable KPI
704.620
67%
704.620
67%
0
0%
8.
Total applicable KPI
1.054.327
100%
1.054.327
100%
0
0%
2. Annual Board of Directors Management Report
152
Annual Financial Report for the period
from the 1
st
January to the 31
st
December 2023
Taxonomy-aligned economic activities (numerator)
Row
Economic activities
Amount and proportion
CCM + CCA
Climate change
mitigation
(CCM)
Climate
change
adaptation
(CCA)
Amount
%
Amount
%
Amount
%
1.
Amount and proportion of taxonomy- aligned economic
activity referred to in Section 4.26 of Annexes I and II to
Delegated Regulation 2021/2139 in the numerator of the
applicable KPI
0
0%
0
0%
0
0%
2.
Amount and proportion of taxonomy- aligned economic
activity referred to in Section 4.27 of Annexes I and II to
Delegated Regulation 2021/2139 in the numerator of the
applicable KPI
0
0%
0
0%
0
0%
3.
Amount and proportion of taxonomy- aligned economic
activity referred to in Section 4.28 of Annexes I and II to
Delegated Regulation 2021/2139 in the numerator of the
applicable KPI
0
0%
0
0%
0
0%
4.
Amount and proportion of taxonomy- aligned economic
activity referred to in Section 4.29 of Annexes I and II to
Delegated Regulation 2021/2139 in the numerator of the
applicable KPI
0
0%
0
0%
0
0%
5.
Amount and proportion of taxonomy- aligned economic
activity referred to in Section 4.30 of Annexes I and II to
Delegated Regulation 2021/2139 in the numerator of the
applicable KPI
0
0%
0
0%
0
0%
6.
Amount and proportion of taxonomy- aligned economic
activity referred to in Section 4.31 of Annexes I and II to
Delegated Regulation 2021/2139 in the numerator of the
applicable KPI
0
0%
0
0%
0
0%
7.
Amount and proportion of other taxonomy-aligned
economic activities not referred to in rows 1 to 6 above
in the numerator of the applicable KPI
704.620
67%
704.620
67%
0
0%
8.
Total amount and proportion of taxonomy-aligned
economic activities in the numerator of the applicable
KPI
704.620
67%
704.620
67%
0
0%
2. Annual Board of Directors Management Report
153
Annual Financial Report for the period
from the 1
st
January to the 31
st
December 2023
Taxonomy-eligible but not taxonomy-aligned economic activities
Row
Economic activities
Amount and proportion
CCM + CCA
Climate change
mitigation (CCM)
Climate
change
adaptation
(CCA)
Amount
%
Amount
%
Amount
%
1.
Amount and proportion of taxonomy- eligible but not
taxonomy-aligned economic activity referred to in
Section 4.26 of Annexes I and II to Delegated Regulation
2021/2139 in the denominator of the applicable KPI
0
0%
0
0%
0
0%
2.
Amount and proportion of taxonomy- eligible but not
taxonomy-aligned economic activity referred to in
Section 4.27 of Annexes I and II to Delegated Regulation
2021/2139 in the denominator of the applicable KPI
0
0%
0
0%
0
0%
3.
Amount and proportion of taxonomy- eligible but not
taxonomy-aligned economic activity referred to in
Section 4.28 of Annexes I and II to Delegated Regulation
2021/2139 in the denominator of the applicable KPI
0
0%
0
0%
0
0%
4.
Amount and proportion of taxonomy- eligible but not
taxonomy-aligned economic activity referred to in
Section 4.29 of Annexes I and II to Delegated Regulation
2021/2139 in the denominator of the applicable KPI
151.848
14%
151.848
14%
0
0%
5.
Amount and proportion of taxonomy- eligible but not
taxonomy-aligned economic activity referred to in
Section 4.30 of Annexes I and II to Delegated Regulation
2021/2139 in the denominator of the applicable KPI
0
0%
0
0%
0
0%
6.
Amount and proportion of taxonomy- eligible but not
taxonomy-aligned economic activity referred to in
Section 4.31 of Annexes I and II to Delegated Regulation
2021/2139 in the denominator of the applicable KPI
0
0%
0
0%
0
0%
7.
Amount and proportion of other taxonomy-eligible but
not taxonomy-aligned economic activities not referred
to in rows 1 to 6 above in the denominator of the
applicable KPI
127.942
12%
127.942
12%
0
0%
8.
Total amount and proportion of taxonomy eligible but
not taxonomy- aligned economic activities in the
denominator of the applicable KPI
279.790
27%
279.790
27%
0
0%
2. Annual Board of Directors Management Report
154
Annual Financial Report for the period
from the 1
st
January to the 31
st
December 2023
Taxonomy non-eligible economic activities
Row
Economic activities
Amount
%
1.
Amount and proportion of economic activity referred to in row 1 of Template 1
that is taxonomy-non-eligible in accordance with Section 4.26 of Annexes I and II
to Delegated Regulation 2021/2139 in the denominator of the applicable KPI
0
0%
2.
Amount and proportion of economic activity referred to in row 2 of Template 1
that is taxonomy-non-eligible in accordance with Section 4.27 of Annexes I and II
to Delegated Regulation 2021/2139 in the denominator of the applicable KPI
0
0%
3.
Amount and proportion of economic activity referred to in row 3 of Template 1
that is taxonomy-non-eligible in accordance with Section 4.28 of Annexes I and II
to Delegated Regulation 2021/2139 in the denominator of the applicable KPI
0
0%
4.
Amount and proportion of economic activity referred to in row 4 of Template 1
that is taxonomy-non-eligible in accordance with Section 4.29 of Annexes I and II
to Delegated Regulation 2021/2139 in the denominator of the applicable KPI
0
0%
5.
Amount and proportion of economic activity referred to in row 5 of Template 1
that is taxonomy-non-eligible in accordance with Section 4.30 of Annexes I and II
to Delegated Regulation 2021/2139 in the denominator of the applicable KPI
0
0%
6.
Amount and proportion of economic activity referred to in row 6 of Template 1
that is taxonomy-non-eligible in accordance with Section 4.31 of Annexes I and II
to Delegated Regulation 2021/2139 in the denominator of the applicable KPI
0
0%
7.
Amount and proportion of other taxonomy-non-eligible economic activities not
referred to in rows 1 to 6 above in the denominator of the applicable KPI
69.917
7%
8.
Total amount and proportion of taxonomy-non-eligible economic activities in
the denominator of the applicable KPI
69.917
7%
2. Annual Board of Directors Management Report
155
Annual Financial Report for the period
from the 1
st
January to the 31
st
December 2023
OpEx KPI
Taxonomy-aligned economic activities (denominator)
Row
Economic activities
Amount and proportion
CCM + CCA
Climate change
mitigation (CCM)
Climate
change
adaptation
(CCA)
Amount
%
Amount
%
Amount
%
1.
Amount and proportion of taxonomy- aligned
economic activity referred to in Section 4.26 of
Annexes I and II to Delegated Regulation
2021/2139 in the denominator of the applicable
KPI
0
0%
0
0%
0
0%
2.
Amount and proportion of taxonomy- aligned
economic activity referred to in Section 4.27 of
Annexes I and II to Delegated Regulation
2021/2139 in the denominator of the applicable
KPI
0
0%
0
0%
0
0%
3.
Amount and proportion of taxonomy- aligned
economic activity referred to in Section 4.28 of
Annexes I and II to Delegated Regulation
2021/2139 in the denominator of the applicable
KPI
0
0%
0
0%
0
0%
4.
Amount and proportion of taxonomy- aligned
economic activity referred to in Section 4.29 of
Annexes I and II to Delegated Regulation
2021/2139 in the denominator of the applicable
KPI
0
0%
0
0%
0
0%
5.
Amount and proportion of taxonomy- aligned
economic activity referred to in Section 4.30 of
Annexes I and II to Delegated Regulation
2021/2139 in the denominator of the applicable
KPI
0
0%
0
0%
0
0%
6.
Amount and proportion of taxonomy- aligned
economic activity referred to in Section 4.31 of
Annexes I and II to Delegated Regulation
2021/2139 in the denominator of the applicable
KPI
0
0%
0
0%
0
0%
7.
Amount and proportion of other taxonomy-
aligned economic activities not referred to in rows
1 to 6 above in the denominator of the applicable
KPI
605.313
14%
605.313
14%
0
0%
8.
Total applicable KPI
4.405.343
100%
4.405.343
100%
0
0%
2. Annual Board of Directors Management Report
156
Annual Financial Report for the period
from the 1
st
January to the 31
st
December 2023
Taxonomy-aligned economic activities (numerator)
Row
Economic activities
Amount and proportion
CCM + CCA
Climate change
mitigation
(CCM)
Climate
change
adaptation
(CCA)
Amount
%
Amount
%
Amount
%
1.
Amount and proportion of taxonomy- aligned economic
activity referred to in Section 4.26 of Annexes I and II to
Delegated Regulation 2021/2139 in the numerator of the
applicable KPI
0
0%
0
0%
0
0%
2.
Amount and proportion of taxonomy- aligned economic
activity referred to in Section 4.27 of Annexes I and II to
Delegated Regulation 2021/2139 in the numerator of the
applicable KPI
0
0%
0
0%
0
0%
3.
Amount and proportion of taxonomy- aligned economic
activity referred to in Section 4.28 of Annexes I and II to
Delegated Regulation 2021/2139 in the numerator of the
applicable KPI
0
0%
0
0%
0
0%
4.
Amount and proportion of taxonomy- aligned economic
activity referred to in Section 4.29 of Annexes I and II to
Delegated Regulation 2021/2139 in the numerator of the
applicable KPI
0
0%
0
0%
0
0%
5.
Amount and proportion of taxonomy- aligned economic
activity referred to in Section 4.30 of Annexes I and II to
Delegated Regulation 2021/2139 in the numerator of the
applicable KPI
0
0%
0
0%
0
0%
6.
Amount and proportion of taxonomy- aligned economic
activity referred to in Section 4.31 of Annexes I and II to
Delegated Regulation 2021/2139 in the numerator of the
applicable KPI
0
0%
0
0%
0
0%
7.
Amount and proportion of other taxonomy-aligned
economic activities not referred to in rows 1 to 6 above
in the numerator of the applicable KPI
605.313
14%
605.313
14%
0
0%
8.
Total amount and proportion of taxonomy-aligned
economic activities in the numerator of the applicable
KPI
605.313
14%
605.313
14%
0
0%
2. Annual Board of Directors Management Report
157
Annual Financial Report for the period
from the 1
st
January to the 31
st
December 2023
Taxonomy-eligible but not taxonomy-aligned economic activities
Row
Economic activities
Amount and proportion
CCM + CCA
Climate change
mitigation (CCM)
Climate
change
adaptation
(CCA)
Amount
%
Amount
%
Amount
%
1.
Amount and proportion of taxonomy- eligible but not
taxonomy-aligned economic activity referred to in
Section 4.26 of Annexes I and II to Delegated
Regulation 2021/2139 in the denominator of the
applicable KPI
0
0%
0
0%
0
0%
2.
Amount and proportion of taxonomy- eligible but not
taxonomy-aligned economic activity referred to in
Section 4.27 of Annexes I and II to Delegated
Regulation 2021/2139 in the denominator of the
applicable KPI
0
0%
0
0%
0
0%
3.
Amount and proportion of taxonomy- eligible but not
taxonomy-aligned economic activity referred to in
Section 4.28 of Annexes I and II to Delegated
Regulation 2021/2139 in the denominator of the
applicable KPI
0
0%
0
0%
0
0%
4.
Amount and proportion of taxonomy- eligible but not
taxonomy-aligned economic activity referred to in
Section 4.29 of Annexes I and II to Delegated
Regulation 2021/2139 in the denominator of the
applicable KPI
317.529
7%
317.529
7%
0
0%
5.
Amount and proportion of taxonomy- eligible but not
taxonomy-aligned economic activity referred to in
Section 4.30 of Annexes I and II to Delegated
Regulation 2021/2139 in the denominator of the
applicable KPI
0
0%
0
0%
0
0%
6.
Amount and proportion of taxonomy- eligible but not
taxonomy-aligned economic activity referred to in
Section 4.31 of Annexes I and II to Delegated
Regulation 2021/2139 in the denominator of the
applicable KPI
0
0%
0
0%
0
0%
7.
Amount and proportion of other taxonomy-eligible
but not taxonomy-aligned economic activities not
referred to in rows 1 to 6 above in the denominator of
the applicable KPI
365.522
8%
365.522
8%
0
0%
8.
Total amount and proportion of taxonomy eligible but
not taxonomy- aligned economic activities in the
denominator of the applicable KPI
683.051
16%
683.051
16%
0
0%
2. Annual Board of Directors Management Report
158
Annual Financial Report for the period
from the 1
st
January to the 31
st
December 2023
Taxonomy non-eligible economic activities
Row
Economic activities
Amount
%
1.
Amount and proportion of economic activity referred to in row 1 of Template 1
that is taxonomy-non-eligible in accordance with Section 4.26 of Annexes I and II
to Delegated Regulation 2021/2139 in the denominator of the applicable KPI
0
0%
2.
Amount and proportion of economic activity referred to in row 2 of Template 1
that is taxonomy-non-eligible in accordance with Section 4.27 of Annexes I and II
to Delegated Regulation 2021/2139 in the denominator of the applicable KPI
0
0%
3.
Amount and proportion of economic activity referred to in row 3 of Template 1
that is taxonomy-non-eligible in accordance with Section 4.28 of Annexes I and II
to Delegated Regulation 2021/2139 in the denominator of the applicable KPI
0
0%
4.
Amount and proportion of economic activity referred to in row 4 of Template 1
that is taxonomy-non-eligible in accordance with Section 4.29 of Annexes I and II
to Delegated Regulation 2021/2139 in the denominator of the applicable KPI
0
0%
5.
Amount and proportion of economic activity referred to in row 5 of Template 1
that is taxonomy-non-eligible in accordance with Section 4.30 of Annexes I and II
to Delegated Regulation 2021/2139 in the denominator of the applicable KPI
0
0%
6.
Amount and proportion of economic activity referred to in row 6 of Template 1
that is taxonomy-non-eligible in accordance with Section 4.31 of Annexes I and II
to Delegated Regulation 2021/2139 in the denominator of the applicable KPI
0
0%
7.
Amount and proportion of other taxonomy-non-eligible economic activities not
referred to in rows 1 to 6 above in the denominator of the applicable KPI
3.116.979
71%
8.
Total amount and proportion of taxonomy-non-eligible economic activities in
the denominator of the applicable KPI
3.116.979
71%
2. Annual Board of Directors Management Report
159
Annual Financial Report for the period
from the 1
st
January to the 31
st
December 2023
Group Structure
Companies included in the consolidated financial statements and the method of consolidation are presented in chapter 7
“Annual Financial Statements”, note 1.3 “Group Structure”.
Significant Related Party Transactions
The commercial transactions of the Group and the Company with related parties during 2023, 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 31st December 2023 and 31st December 2022
Benefits to key management personnel at Group and Parent level:
MYTILINEOS GROUP
MYTILINEOS S.A.
(Amounts in thousands €)
31.12.2023
31.12.2022
31.12.2023
31.12.2022
Short term employee benefits
- Wages of Key Management and BOD Fees
11.644
107.346
7.634
104.325
- Tax and Insurance service cost
519
43.746
213
43.571
- Bonus
150
100
150
100
- Other
293
-
-
-
- Payments based on equity shares
9.428
4.747
9.428
4.747
Total
22.034
155.938
17.425
152.742
The reduction in employee and pension benefits is due to the accounting treatment of the service contract between the
Company and the CEO, approved by the General Assembly from 7 June 2018 was accounted, which took place in the previous
fiscal year. The Company at 31.12.2023, has implemented share-based payments for its employees and executives. In
particular, under the effective agreements, the Company’s employees and executives are granted the option to receive equity
securities (shares) of the parent company, given that certain conditions of vesting have been met.
None of the existing equity-based payment agreement plans are settled in cash.
Services received in return for equity-based payments are measured at fair value. The fair value of the services of executives
and employees, at the date when the stock option is granted, is recognized in accordance with IFRS 2 as an expense in the
income statement, with a corresponding increase in equity, during the period in which the services, for which the options are
granted, are received.
Total expenses of the options during the vesting period are calculated based on the fair value of the options provided at the
granting date. The expenses are allocated over the vesting period, based on the best available estimate of the number of stock
options expected to be vested. The fair value of the options is measured by adopting an appropriate valuation model to reflect
the number of options for which the performance conditions of the plan are expected to be met.
VIII. OTHER INFORMATION FOR THE GROUP AND THE COMPANY
IX.
2. Annual Board of Directors Management Report
160
Annual Financial Report for the period
from the 1
st
January to the 31
st
December 2023
Transactions with related parties
MYTILINEOS
GROUP
MYTILINEOS
S.A.
(Amounts in thousands €)
31.12.2023
31.12.2023
Stock Sales
SERVISTEEL S.A.
-
174
Stock Sales
ELEMKA S.A.
-
2
Stock Sales
DELFI DISTOMON A.M.E.
-
923
Stock Sales
RENEWABLE SOURCES OF KARYSTIA S.A.
-
168
Stock Sales
KORINTHOS POWER S.A.
-
92.887
Stock Sales
AIOLIKI ANDROU TSIROVLIDI S.A.
-
75
Stock Sales
AIOLIKI EVOIAS PIRGOS S.A.
-
6
Stock Sales
AIOLIKI EVOIAS POUNTA S.A.
-
4
Stock Sales
AIOLIKI EVOIAS HELONA S.A.
-
6
Stock Sales
AIOLIKI EVOIAS DIAKOFTIS S.A.
-
3
Stock Sales
AIOLIKI SIDIROKASTROU S.A.
-
53
Stock Sales
HELLENIC SOLAR S.A.
-
32
Stock Sales
SPIDER S.A.
-
45
Stock Sales
HYDROHOOS S.A.
-
4
Stock Sales
AIOLIKH TRIKORFON S.A.
-
19
Stock Sales
MAKRYNOROS ENERGEIAKH S.A.
-
90
Stock Sales
EGNATIA WIND SM.S.A.
-
11
Stock Sales
EP.AL.ME. S.A.
-
10.722
Stock Sales
ZEOLOGIC S.A.
-
14
Stock Sales
WATT n VOLT
-
3.686
Stock Sales
MYTILINEOS CONSTRUCTION SINGLE MEMBER SOCIÉTÉ ANONYME
-
17
Stock Sales
METKA EGN GREECE SM.S.A.
-
19
Stock Sales
METKA International LTD
-
5.126
Stock Sales
POWER PROJECT
-
1.029
Stock Purchases
ELEMKA S.A.
-
18.133
Stock Purchases
DELFI DISTOMON A.M.E.
-
19.468
Stock Purchases
KORINTHOS POWER S.A.
-
27
Stock Purchases
EP.AL.ME. S.A.
-
4.070
Stock Purchases
ZEOLOGIC S.A.
-
810
Stock Purchases
WATT n VOLT
-
83.011
Stock Purchases
METKA Power Investments
-
89.980
Services Sales
ELEMKA S.A.
-
611
Services Sales
ANEMODRASI RENEWABLE ENERGY SOURCES S.A.
-
3
Services Sales
ANEMORAHI RENEWABLE ENERGY SOURCES S.A.
-
3
Services Sales
DELFI DISTOMON A.M.E.
-
132
Services Sales
RENEWABLE SOURCES OF KARYSTIA S.A.
-
215
Services Sales
PROTERGIA THERMOELEKTRIKI S.A.
-
6
Services Sales
GENIKI VIOMICHANIKI S.A.
-
3
Services Sales
HORTEROU 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
KORINTHOS POWER S.A.
-
5.262
Services Sales
ALUMINIUM OF GREECE INDUSTRIAL AND COMMERCIAL SOCIETE ANONYME (EX OSTENITIS S.A.)
-
3
Services Sales
PROTERGIA ENERGY S.A.
-
6
Services Sales
ANEMOROE S.A.
-
3
Services Sales
KILKIS PALEON TRIETHNES S.A.
-
3
2. Annual Board of Directors Management Report
161
Annual Financial Report for the period
from the 1
st
January to the 31
st
December 2023
Services Sales
KERASOUDA S.A.
-
3
Services Sales
IKAROS ANEMOS S.A.
-
97
Services Sales
AIOLIKH ARGOSTYLIAS S.A.
-
3
Services Sales
NORTH AEGEAN RENEWABLES
-
3
Services Sales
MYTILINEOS HELLENIC WIND POWER S.A.
-
17
Services Sales
AIOLIKI ANDROU TSIROVLIDI S.A.
-
113
Services Sales
MYTILINEOS AIOLIKI NEAPOLEOS S.A.
-
3
Services Sales
AIOLIKI EVOIAS PIRGOS S.A.
-
102
Services Sales
AIOLIKI EVOIAS POUNTA S.A.
-
75
Services Sales
AIOLIKI EVOIAS HELONA S.A.
-
51
Services Sales
AIOLIKI ANDROU RAHI XIROKOBI S.A.
-
3
Services Sales
METKA AIOLIKA PLATANOU S.A.
-
3
Services Sales
AIOLIKI SAMOTHRAKIS S.A.
-
3
Services Sales
AIOLIKI EVOIAS DIAKOFTIS S.A.
-
70
Services Sales
AIOLIKI SIDIROKASTROU S.A.
-
163
Services Sales
HELLENIC SOLAR S.A.
-
162
Services Sales
SPIDER S.A.
-
299
Services Sales
HYDROHOOS S.A.
-
9
Services Sales
AIOLIKH TRIKORFON S.A.
-
72
Services Sales
MAKRYNOROS ENERGEIAKH S.A.
-
237
Services Sales
MNG TRADING S.A.
-
26
Services Sales
SOLIEN ENERGY S.A.
-
6
Services Sales
AENAOS SYSSOREUTES ENERGEIAKI MONOPROSOPI AE
-
70
Services Sales
EGNATIA WIND SM.S.A.
-
78
Services Sales
EGNATIA EK.A. SM.S.A.
-
284
Services Sales
ST. NIKOLAOS SINGLE MEMBER P.C.
-
49
Services Sales
EP.AL.ME. S.A.
-
137
Services Sales
ZEOLOGIC S.A.
-
42
Services Sales
WATT n VOLT
-
14.519
Services Sales
MYTILINEOS CONSTRUCTION SINGLE MEMBER SOCIÉTÉ ANONYME
-
469
Services Sales
KEDRINOS LOFOS S.A.
-
976
Services Sales
UNISON Facility Services S.A.
-
34
Services Sales
METKA EGN GREECE SM.S.A.
-
72
Services Sales
POWER PROJECT
-
108
Services Sales
PROTERGIA ENERGY DOOEL Skopje
-
180
Services Sales
MYTILINEOS FINANCIAL PARTNERS S.A.
-
34.136
Services Sales
METKA-EGN Ltd Cyprus
-
2.592
Services Sales
METKA POWER WEST AFRICA LIMITED
-
20
Other Transactions
EGNATIA WIND SM.S.A.
-
1.613
Other Transactions
METKA-EGN Ltd Cyprus
-
4.312
Other Transactions
METKA-EGN Ltd UK
-
375
Other Transactions
METKA-EGN GREECE
-
510
Other Transactions
POWER PROJECT
-
419
Other Transactions
METKA EGN Chile SpA
-
384
Other Transactions
METKA International LTD
-
1.458
Other Transactions
METKA EGN SPAIN SLU
-
603
Other Transactions
METKA EGN AUSTRALIA PTY HOLDINGS LTD
-
282
Other Transactions
METKA EGN AUSTRALIA PTY LTD
-
82
Other Transactions
METKA EGN Italy Srl
-
49
Services Purchases
SERVISTEEL S.A.
-
1.536
Services Purchases
ELEMKA S.A.
-
9.847
Services Purchases
DELFI DISTOMON A.M.E.
-
19
Services Purchases
KORINTHOS POWER S.A.
-
16
Services Purchases
PROTERGIA ENERGY S.A.
-
370
2. Annual Board of Directors Management Report
162
Annual Financial Report for the period
from the 1
st
January to the 31
st
December 2023
Services Purchases
EP.AL.ME. S.A.
-
21
Services Purchases
ZEOLOGIC S.A.
-
3.240
Services Purchases
UNISON Facility Services S.A.
-
132
Services Purchases
MYTILINEOS FINANCIAL PARTNERS S.A.
-
4.472
MYTILINEOS
GROUP
MYTILINEOS
S.A.
(Amounts in thousands €)
31.12.2023
31.12.2023
Receivables from Related Parties
SERVISTEEL S.A.
-
14
Receivables from Related Parties
ELEMKA S.A.
-
1.411
Receivables from Related Parties
ANEMODRASI RENEWABLE ENERGY SOURCES S.A.
-
97
Receivables from Related Parties
ANEMORAHI RENEWABLE ENERGY SOURCES S.A.
-
40
Receivables from Related Parties
MINING OF FLORINA LIGNITE SINGLE MEMBER S.A.
-
55
Receivables from Related Parties
METKA BRAZI SRL
-
353
Receivables from Related Parties
DELFI DISTOMON A.M.E.
-
5.420
Receivables from Related Parties
RENEWABLE SOURCES OF KARYSTIA S.A.
-
2.629
Receivables from Related Parties
PROTERGIA THERMOELEKTRIKI S.A.
-
7
Receivables from Related Parties
GENIKI VIOMICHANIKI S.A.
-
79
Receivables from Related Parties
HORTEROU S.A.
-
1.346
Receivables from Related Parties
KISSAVOS DROSERI RAHI S.A.
-
861
Receivables from Related Parties
AETOVOUNI S.A.
-
385
Receivables from Related Parties
KISSAVOS PLAKA TRANI S.A.
-
1.124
Receivables from Related Parties
KISSAVOS FOTINI S.A.
-
674
Receivables from Related Parties
LOGGARIA S.A.
-
338
Receivables from Related Parties
KORINTHOS POWER S.A.
-
7.641
Receivables from Related Parties
ALUMINIUM OF GREECE INDUSTRIAL AND COMMERCIAL SOCIETE ANONYME (EX OSTENITIS S.A.)
-
604
Receivables from Related Parties
KILKIS PALEON TRIETHNES S.A.
-
487
Receivables from Related Parties
KERASOUDA S.A.
-
182
Receivables from Related Parties
IKAROS ANEMOS S.A.
-
492
Receivables from Related Parties
AIOLIKH ARGOSTYLIAS S.A.
-
24
Receivables from Related Parties
NORTH AEGEAN RENEWABLES
-
97
Receivables from Related Parties
MYTILINEOS HELLENIC WIND POWER S.A.
-
34.065
Receivables from Related Parties
AIOLIKI ANDROU TSIROVLIDI S.A.
-
122
Receivables from Related Parties
MYTILINEOS AIOLIKI NEAPOLEOS S.A.
-
5
Receivables from Related Parties
AIOLIKI EVOIAS PIRGOS S.A.
-
588
Receivables from Related Parties
AIOLIKI EVOIAS POUNTA S.A.
-
366
Receivables from Related Parties
AIOLIKI EVOIAS HELONA S.A.
-
278
Receivables from Related Parties
AIOLIKI ANDROU RAHI XIROKOBI S.A.
-
4
Receivables from Related Parties
AIOLIKI SAMOTHRAKIS S.A.
-
180
Receivables from Related Parties
AIOLIKI EVOIAS DIAKOFTIS S.A.
-
368
Receivables from Related Parties
AIOLIKI SIDIROKASTROU S.A.
-
171
Receivables from Related Parties
HELLENIC SOLAR S.A.
-
165
Receivables from Related Parties
SPIDER S.A.
-
8.095
Receivables from Related Parties
HYDROHOOS S.A.
-
29
Receivables from Related Parties
AIOLIKH TRIKORFON S.A.
-
69
Receivables from Related Parties
MAKRYNOROS ENERGEIAKH S.A.
-
1.911
Receivables from Related Parties
MNG TRADING S.A.
-
167
Receivables from Related Parties
DESFINA SHIPPING COMPANY
-
46
Receivables from Related Parties
SOLIEN ENERGY S.A.
-
6
Receivables from Related Parties
ST. NIKOLAOS SINGLE MEMBER P.C.
-
4
Receivables from Related Parties
EP.AL.ME. S.A.
-
4.687
Receivables from Related Parties
ZEOLOGIC S.A.
-
2.256
Receivables from Related Parties
J/V MYTILINEOS ELEMKA
-
7.312
Receivables from Related Parties
MYTILINEOS CONSTRUCTION SINGLE MEMBER SOCIÉTÉ ANONYME
-
2.242
Receivables from Related Parties
EGNATIA WIND SM.S.A.
-
17.102
2. Annual Board of Directors Management Report
163
Annual Financial Report for the period
from the 1
st
January to the 31
st
December 2023
Receivables from Related Parties
AENAOS SYSSOREUTES ENERGEIAKI MONOPROSOPI AE
-
150
Receivables from Related Parties
METKA EGN GREECE SM.S.A.
-
27.686
Receivables from Related Parties
EGNATIA EK.A. SM.S.A.
-
284
Receivables from Related Parties
MYTILINEOS WIND ENERGY ALBANIA Ltd
-
249
Receivables from Related Parties
SOMETRA S.A.
-
545
Receivables from Related Parties
STANMED TRADING LTD
-
240
Receivables from Related Parties
MYTILINEOS FINANCIAL PARTNERS S.A.
-
849.179
Receivables from Related Parties
PROTERGIA ENERGY DOOEL Skopje
-
223
Receivables from Related Parties
Mytilineos International Trading Company AG (MIT Co)
-
204
Receivables from Related Parties
METKA Power Investments
-
2.079
Receivables from Related Parties
POWER PROJECT
-
9.700
Receivables from Related Parties
METKA-EGN Ltd Cyprus
-
66.478
Receivables from Related Parties
METKA-EGN Ltd UK
-
2.788
Receivables from Related Parties
METKA POWER WEST AFRICA LIMITED
-
645
Receivables from Related Parties
METKA RENEWABLE LTD CYPRUS
-
3.794
Receivables from Related Parties
METKA EGN Chile SpA
-
384
Receivables from Related Parties
METKA EGN KZ LLP
-
96
Receivables from Related Parties
METKA International LTD
-
16.231
Receivables from Related Parties
METKA EGN UGANDA SMC LTD
-
4
Receivables from Related Parties
MTRH Develoment LTD.
-
65
Receivables from Related Parties
METKA EGN FRANCE SRL
-
17
Receivables from Related Parties
METKA EGN SPAIN SLU
-
541
Receivables from Related Parties
METKA EGN AUSTRALIA PTY LTD
-
619
Receivables from Related Parties
METKA EGN SINGAPORE PTE LTD
-
167
Receivables from Related Parties
METKA EGN Solar 5 SL
-
406
Receivables from Related Parties
METKA EGN Singapore Holdings Pte Ltd
-
449
Receivables from Related Parties
METKA EGN Solar 2 SL
-
3.537
Receivables from Related Parties
METKA EGN Italy Srl
-
76
Receivables from Related Parties
METKA EGN Romania
-
2
Payables to Related Parties
SERVISTEEL S.A.
-
2.154
Payables to Related Parties
ELEMKA S.A.
-
4.076
Payables to Related Parties
METKA BRAZI SRL
-
18
Payables to Related Parties
RENEWABLE SOURCES OF KARYSTIA S.A.
-
2.500
Payables to Related Parties
KORINTHOS POWER S.A.
-
3.831
Payables to Related Parties
PROTERGIA ENERGY S.A.
-
494
Payables to Related Parties
AIOLIKI EVOIAS PIRGOS S.A.
-
680
Payables to Related Parties
AIOLIKI EVOIAS POUNTA S.A.
-
447
Payables to Related Parties
AIOLIKI EVOIAS HELONA S.A.
-
299
Payables to Related Parties
AIOLIKI EVOIAS DIAKOFTIS S.A.
-
383
Payables to Related Parties
AIOLIKI SIDIROKASTROU S.A.
-
3
Payables to Related Parties
SPIDER S.A.
-
1.715
Payables to Related Parties
MAKRYNOROS ENERGEIAKH S.A.
-
1.779
Payables to Related Parties
EP.AL.ME. S.A.
-
2.456
Payables to Related Parties
ZEOLOGIC S.A.
-
1.856
Payables to Related Parties
EGNATIA WIND SM.S.A.
-
101
Payables to Related Parties
UNISON Facility Services S.A.
-
156
Payables to Related Parties
SOMETRA S.A.
-
117
Payables to Related Parties
MYTILINEOS FINANCIAL PARTNERS S.A.
-
184.592
Payables to Related Parties
POWER PROJECT
-
158.408
Payables to Related Parties
METKA-EGN Ltd Cyprus
-
376
Payables to Related Parties
METKA POWER WEST AFRICA LIMITED
-
443
Payables to Related Parties
METKA International LTD
-
969
Payables to Related Parties
METKA EGN Solar 2 SL
-
113.104
2. Annual Board of Directors Management Report
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Annual Financial Report for the period
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st
January to the 31
st
December 2023
Dividend Policy
The BOD will propose to the General Assembly of the Shareholders (GA) the distribution of dividend of gross amount
€1.5000/share. In 2022 the BOD had proposed the distribution of dividend of gross amount €1.2000/share. The
aforementioned proposed amount should be approved by the General Assembly of the Shareholders (GA).
Post Balance Sheet events
Post balance sheet events are listed in chapter 7 “Annual Financial Statements”, note 3.38.
Evangelos Mytilineos
Spyros Kasdas
Chairman of the Board & Chief Executive Officer
Vice-Chairman A’ of the Board of Directors
3. Explanatory report
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Annual Financial Report for the period
from the 1
st
January to the 31
st
December 2023
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 million 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 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:
i. 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.
ii. 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,
iii. 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.
iv. 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.
3. Explanatory report
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st
December 2023
v. 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 31.12.2023 Mr. Evangelos Mytilineos held indirectly, through “EMERGIA LTD”, “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.
Οn 10.02.2023, the companies NORTHBRIDGE GENERAL INSURANCE CORPORATION, ODYSSEY REINSURANCE COMPANY and
ZENITH INSURANCE COMPANY (CANADA) (hereinafter jointly referred to as the "Bondholders"), subscribed for the total bonds
issued by the Company under an exchangeable bond loan dated 07.02.2023, bonds which incorporate the right of the
Bondholders to acquire, at any time up to the maturity of the bond loan (i.e. until 10.02.2025), at their discretion, a total of
2,500,000 common registered voting shares of the Company, therefore they made an indirect, in the sense of article 11 par. 1
of Law 3556/2007, acquisition of the aforementioned shares of the Company, which represent 1.75% of its total voting rights.
These shares, added to the Company’s shares already held on the above date by other legal entities belonging to the Fairfax
Financial Holdings Limited ("FFH") group (hereinafter referred to as the “Other Shareholders”), i.e. 6,688,047 common
registered voting shares of the Company, which represent 4.68% of its total voting rights, lead to a cumulative participation
percentage of 6.43% (i.e. 9,188,047 shares) which results in FFH at parent level exceeding on 10.02.2023 the 5% limit, pursuant
to article 9 par. 1 of Law 3556/2007.
The Other Shareholders are: (a) Northbridge General Insurance Corporation, (b) Zenith Insurance Company (Canada), (c) Allied
World Specialty Insurance Company, (d) Allied World Insurance Company, (e) Allied World Assurance Company (Europe) dac, (f)
HWIC Value Opportunities Fund, (g) Eurolife FFH General Insurance Single Member SA and (h) Eurolife FFH Life Insurance Single
Member SA.
The ultimate parent company of the Bondholders and of the Other Shareholders, i.e. FFH, controls through a chain of controlled
entities, the Bondholders and the Other Shareholders, and therefore, according to article 10 (e) of Law 3556/2007, indirectly
owns the said shares. None of the FFH controlled entities owns independently more than 5% of the Company’s voting rights.
Finally, FFH is not a controlled entity, within the meaning of article 3 par. 1 (c) of Law 3556/2007, by any natural person or legal
entity.
On publication date 28.03.2024, the shareholders that hold more than 5% of the total voting rights of the Company according
to articles 9-11 of L. 3556/2007 are the same as above.
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st
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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:
i. 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.
ii. 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).
iii. 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.
iv. 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.
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st
January to the 31
st
December 2023
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 23.03.2022 approved to
renew the approval and terms for acquisition of own shares, according to the resolution of the Extraordinary General Meeting
of Shareholders dated 27.03.2020 for an additional twenty-four (24) months period, i.e. until 22.03.2024, with maximum
number of Company shares to be acquired a total of up to 14,289,116, minimum price €0.97 per share and maximum price €25
per share (the “Own Share Buyback Program”) and authorized the Board of Directors to implement the Own Share Buyback
Program. The own shares that the Company holds at any given time (including the own shares that the Company has already
acquired and holds) are intended for any purpose and use permitted by and in compliance with the law (including, indicatively
but without limitation, reduction of share capital and cancellation, or/and distribution to personnel or/and members of the
management of the Company or/and of any affiliated company). The Board of Directors decided on 23.03.2022 to start
implementation of the Own Share Buyback Program by the Company. Further, the Extraordinary General Meeting of
Shareholders dated 10.04.2023 approved the amendment of the maximum acquisition of own shares price for the remaining
duration of the Company's own share acquisition program, i.e. until 22.03.2024, and specifically the increase from €25 to €40.
Finally, the Extraordinary General Meeting of Shareholders dated 27.03.2024 approved to renew the approval and terms for
acquisition of own shares for an additional twenty-four (24) months period, i.e. until 26.03.2026, with maximum number of
Company shares to be acquired a total of up to 14.289.116, minimum price €0,97 per share and maximum price €50 per share
(the “New Own Share Buyback Program”) and authorized the Board of Directors to implement the New Own Share Buyback
Program. The own shares that the Company holds at any given time (including the own shares that the Company has already
acquired and holds) are intended for any purpose and use permitted by and in compliance with the law (including, indicatively
but without limitation, reduction of share capital and cancellation, or/and distribution to personnel or/and members of the
management of the Company or/and of any affiliated company). The Board of Directors decided on 27.03.2024 to start
implementation of the New Own Share Buyback Program by the Company.
During the year 2023:
(a) 1.527.269 own shares were acquired under the Own Share Buyback Program at a nominal value of €0,97 per share,
representing 1,0688% of the Company’s share capital.
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st
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st
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(b) 2.702.703 own shares were transferred to Fairfax Financial Holdings Limited (“Fairfax”), representing 1,8914% of the
Company’s share capital.
(c) 705.882 own shares were transferred as part of the total consideration for the acquisition of all outstanding shares of
WATT+VOLT, representing 0,4940% of the Company’s share capital.
(d) 322.850 own shares were transferred as part of the total consideration for the acquisition of all outstanding shares of UNISON
Facility Services S.A., representing 0,2258% of the Company’s share capital.
(e) 259.287 own shares were awarded, representing 0,1815% of the Company’s share capital, to executive members of the
board of directors of MYTILINEOS (excluding the Chairman & CEO) or/and members of the executive management team who
are key management personnel or/and higher officers of MYTILINEOS.
Moreover, from 01.01.2024 until the publication date 28.03.2024:
(a) 271.734 own shares were acquired under the Own Share Buyback Program at a nominal value of €0,97 per share,
representing 0,1902% of the Company’s share capital.
On the publication date, 28.03.2024, the Company holds in aggregate 4.866.195 own shares, at a nominal value of €0,97 per
share, representing 3,4055% 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.
Evangelos Mytilineos
Chairman & Managing Director
MYTILINEOS S.A.
4. Statement of Corporate Governance
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Annual Financial Report for the period
from the 1
st
January to the 31
st
December 2023
This Statement constitutes a special part of the annual Management Report (the “Management Report”) of the Board of Directors
(the “Board”), in accordance with articles 152 and 153 of Law 4548/2018 and relates to the following sections.
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”). The Code is posted on the Company’s website
https://www.mytilineos.com/who-we-are/governance/corporate-governance/corporate-governance-code/ and on the website
of the Financial Reporting Council, UK https://www.frc.org.uk/getattachment/88bd8c45-50ea-4841-95b0-d2f4f48069a2/2018-
UK-Corporate-Governance-Code-FINAL.pdf . According to the Decision No 2/925/28.07.2021 of the Board of Directors of the
Hellenic Capital Market Commission, the Financial Reporting Council is an acknowledged body for the adoption of a corporate
governance code pursuant to Article 17 of the Law 4706/2020 on corporate governance. The Code has been revised in 2024,
especially concerning the Board leadership and company purpose, the composition of the Board with an emphasis on diversity
issues, remuneration, and the Internal Control and Risk Management System. The aim is to ensure the effectiveness of the
Internal Control and Risk Management System by the Board and to conduct at least an annual assessment of their effectiveness
(UK CORPORATE GOVERNANCE CODE – 2024). Except for matters related to the Internal Control System, the other modifications
to the Code are of limited scope. The revised Code will come into effect on January 1, 2025, with the exception of certain
provisions for the Internal Control System and Risk Management, the application of which will start on January 1, 2026. The
Company is already processing the new provisions of the 2024 Code to effectively and timely comply with them in the near future.
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. The Company puts emphasis on the integration
of sustainability issues into its operations and strategy.
During 2023, the Company did not comply with provisions 4, 9, 19 and 31 of the Code.
1.1 BOARD LEADERSHIP AND COMPANY PURPOSE
Principle A: The role of the Board of Directors
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. In order to improve its efficiency,
the Board of Directors adopted in 2022 its Terms of Reference, which set out in detail, inter alia, its responsibilities, the general
4. Statement of Corporate Governance
I. COMPLIANCE OF THE COMPANY WITH THE UK CORPORATE GOVERNANCE CODE 2018
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st
December 2023
principles governing its operation, the way it operates, the way of supervision of its executive members, and the way it is
evaluated. The relevant legislation, the Company's Articles of Association, the UK Corporate Governance Code and the relevant
guidance from the Financial Reporting Council (FRC Guidance on Board Effectiveness, 2018) were taken into account in preparing
the Board Rules.
The Board is diverse, including adequate gender diversity, 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 governance structure, which ensures expedient and good decision-making by the
competent bodies, with full insight and optimal utilization of management time, includes decision preparation and coordination
committees as follows:
(i) Cabinet of the CEO, which meets on an ad-hoc basis to discuss the strategy and direction of the Company and monitors
performance,
(ii) Quarterly Leadership Council, to inform the organization and to identify the future executives,
(iii) Two (2) Committees, in which specific issues are analyzed:
Monthly Financial Committee, which deals with financial performance and risk, international markets and capital
markets.
Capital Allocation Committee, which meets whenever capital allocation matters need to be considered.
(iv) Monthly committees of the Energy and Metallurgy Sectors, which are responsible for guiding the operation and monitoring
the performance of the respective Sector and coordinating the projects identified in the strategic plan.
(v) Support Functions Committee, which meets whenever necessary to consider issues related to the provision of support
services to the individual Sectors.
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. The Key Non-Financial Performance Indicators (ESG Scorecard
https://www.mytilineos.com/sustainability/esg-performance/esg-scorecard/ ) are published in the Annual Report of the Board
of Directors included in Chapter 2 of the 2023 Annual Financial Report (the “Annual Report of the Board”). The approach, in their
selection, is based on the Environment, Society, and Governance (ESG Approach) and is linked to the Company's ability to create
value, making them essential for sustainable development and stakeholders. They also contribute to understanding how ESG
issues impact corporate performance and the Company's ability to implement its strategy. The Key Non-Financial Performance
Indicators have been determined in accordance with the GRI (Global Reporting Initiative Standards) and SASB (Sustainability
Accounting Standards Board) standards. Detailed analysis is provided in the 'Description of the Business Model' section of the
Annual Report of the Board.
The Board of Directors established within 2021 the Sustainability Committee, with the purpose to assist the Board in
strengthening the Company’s long-term commitment to creating value in all three pillars of Sustainable Development
(environment, society and governance). Specifically for 2023, the Board monitored in particular the progress of the Company's
key carbon reduction initiatives and, by extension, the Company's climate targets, the key sustainability disclosure requirements
of the new European Corporate Sustainability Reporting Directive (CSRD) and the requirements of the proposal for a Directive
on corporate sustainability due diligence, which establishes obligations for companies regarding actual and potential adverse
4. Statement of Corporate Governance
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st
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st
December 2023
impacts on human rights and adverse environmental impacts related to their activities, the activities of their subsidiaries, and
the activities of their value chains. The Company already applies relevant international voluntary standards and is studying the
adjustments that need to be made within the framework of the Directive proposal once adopted.
In addition, MYTILINEOS assigns, on a biannual basis, the study of the socio-economic impact of its activities, to an independent
consultancy which is selected through a tender procedure. The results of the latest study conducted in 2022 were presented to
the Sustainability Committee, and reflected in a corresponding report, which is posted on the Company's website.:
https://www.mytilineos.gr/sustainability/how-we-create-value/mytilineos-socio-economic-impact-in-greece/
Mytilineos, as an active member of the local communities in the areas where its core industrial units are based, seeks the long-
term acceptance of its business activities by local societies. Its main priority is to play an active role in their economic, social, and
cultural activities, supporting their sustainable development. The Company's social policy focuses on implementing actions
related to the United Nations Sustainable Development Goals, as outlined in the Sustainable Development Report's section on
the “Business Model”. This section highlights the alignment of Mytilineos' strategy with the United Nations Sustainable
Development Goals. More specifically:
i. Respect for the rights of citizens in local communities neighboring the Company's industrial units, following the key
principles of Human Rights Policy.
ii. Promotion of economic prosperity and local development through careful supply chain management, with an emphasis
on supporting local businesses, especially small and medium-sized enterprises. This is ensured within the framework of
the Responsible Supply Chain Policy adopted by the Company in 2023.
iii. Consistent implementation of its social policy through actions and initiatives that strengthen the coexistence harmony
of MYTILINEOS with its local communities and the broader society, following the key principles of the Company's
Corporate Social Responsibility Policy.
In 2024, MYTILINEOS will complete the review of the socio-economic impact of its activities, and the results will be published
both on the Company's website and in the Sustainable Development & ESG Performance Report for 2023.
Principle B: Purpose, values and culture
The Board of Directors approved the Company’s vision, mission and values as part of its strategy. The Company's strategy is
reviewed annually and is the subject of discussion and processing by the Board of Directors. More details are included below,
under Provision 2.
Principle C: Resources, risks and controls
The monitoring of the Internal Control System (ICS) relies on the continuous assessment of its key elements. This is achieved
through the Internal Audit Function and ongoing monitoring activities integrated into the Company's processes. The results of
the ICS assessment are timely communicated to the senior management and executives responsible for taking corrective actions,
and to the Board of Directors according to their significance. The Company has established a “Periodic Assessment Policy of the
Internal Control System (ICS)” aiming to describe the basic principles for the subject and frequency of the audit, the scope of
assessment, any significant subsidiaries to be included in the evaluation, which are determined before the start of the
assessment, and the monitoring of the assessment results. The Company also has a 'Periodic Assessment Procedure of the
Internal Control System,' outlining the roles, responsibilities, and stages for the selection of the assessor, approval of the
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st
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assignment, and monitoring of compliance with the agreed-upon task to conduct the ICS assessment. The aim is to ensure the
Company's compliance with the current legislative and regulatory framework. Following the completion of the ICS assessment in
2022, the Internal Audit Division monitors the implementation progress of action plans by Business Units and provides quarterly
updates to the Audit Committee. According to its competences, the Audit Committee oversees the internal control and risk
management systems of the Company and monitored the ICS assessment following the COSO 2013 framework (Committee of
Sponsoring Organizations of the Treadway Commission) through reports from the Internal Audit Division. The Audit Committee
also oversees the Compliance function.
Principle D: Shareholder and stakeholder engagement
The relationships and collaboration of the Company with the groups of its Social Partners are integral elements of its strategy for
Sustainable Development. Consultation with the groups of Social Partners, as a corporate institution, is governed by specific
principles and objectives, conducted on an annual basis with absolute consistency, mainly at the local level, addressing
contemporary sustainability issues. The effectiveness and transparency of the process are ensured through the Company's
Sustainable Development Governance System, according to which the individual Sustainability/ESG leaders and owners of the
Business Activity Sectors of MYTILINEOS record and evaluate all proposals, ideas, as well as concerns raised by the Social Partners.
Subsequently, the most significant issues are forwarded to the respective General Divisions to make decisions regarding how to
address them. Decisions are made to allow, where feasible, their incorporation into the corporate strategy.
Due to the Company's multi-level business operations, it engages with a broad spectrum of social groups. These diverse groups
are identified and prioritized every 2-3 years and are characterized as “Key Stakeholder Groups” for the Company based on
specific criteria, following the international standard AA1000 Stakeholder Engagement–2015, per Business Activity Sector. The
process of determining the groups of Social Partners was implemented per Business Activity Sector, using the 5 fundamental
criteria (dependence, responsibility, intensity, influence, and perspective) according to the international standard AA1000
Stakeholder Engagement–2015, Based on the results of the internal review exercise of the Company's Social Partner groups
conducted in 2022, the “Key Stakeholder Groups” are categorized as follows:
Category A: High-priority Social Partner groups. This category includes employees, shareholders, customers, local communities,
suppliers, and financial institutions.
Category B: Social Partner groups that encompass regulatory authorities, financial analysts, business organizations, sustainable
development entities, and media.
Category C: Social Partner groups that include non-governmental organizations and the academic community.
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.
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.
Within 2023, MYTILINEOS conducted at a central level: a) an electronic thematic consultation involving more than 300 key
suppliers, major clients, business organizations, and sustainable development entities. The focus was on gathering their opinions
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regarding the publication of the Company's new policy concerning the development of the Responsible Supply Chain, and b) an
online consultation with 36 Non-Profit Organizations with the goal to evaluate existing collaborations and further develop
cooperation for implementing high-social-value programs. Additional information on the Stakeholder Engagement and a detailed
analysis of the relevant results for 2023 are provided a) in the Annual Sustainable Development Report 2023, scheduled for
release in June and available on the Company's website, and b) in https://www.mytilineos.com/sustainability/our-approach/our-
relationship-with-stakeholders/
Furthermore, the social initiatives undertaken by the Company at local level, especially in the category of enhancing local
infrastructure, are closely linked to the needs of each community and the broader region. These initiatives are shaped through
an open dialogue with local social partners. The Company communicates with its local communities in a clear and transparent
manner through the 'open door' policy, primarily implemented in the areas where its industrial units are located.
At the same time, strengthening the constructive relationship it has built over the years with social entities, MYTILINEOS
implements a system for managing and evaluating social demands that enhances transparency and ensures the sustainability of
its social investments.
The General Divisions of each Business Sector and subsidiary of MYTILINEOS are responsible for managing relationships with the
local communities where they operate. Meanwhile, executives and members of the Company's individual Sustainability/ESG
teams within the Business Sectors manage the implementation of the social policy at local level and support the General Divisions
in managing relationships with local communities.
Principle E: Workforce policies and practices
The Code of Business Conduct of the Company 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 recommended and 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. The Board has last approved the Code of Conduct in November 2019 and since then there has
not been the need for any update. The Audit Committee informs the Board of Directors on any findings the Compliance Division
may report to them.
In 2023, the Board of Directors approved the “Violence and Harassment Policy” of the Company for the prevention and combat
of incidents of violence and harassment in the workplace. The policy was developed, taking into consideration, among other
things, the obligations related to the implementation of the provisions of Part II of Law 4808/2021 for the prevention and
addressing of all forms of violence and harassment, including gender-based violence and harassment, as well as sexual
harassment. Additionally, an internal reporting process for incidents of violence and harassment was established, ensuring safe
and easily accessible communication channels for the reception of complaints. This process facilitates the immediate, timely, and
unbiased handling of such incidents, while simultaneously ensuring the respect for human dignity, confidentiality, and the
protection of personal data of the affected and reported individuals.
MYTILINEOS has established a whistleblowing process https://www.mytilineos.com/who-we-are/governance/compliance/ for all
employees to report any violation of the MYTILINEOS Code of Business Conduct
(https://www.mytilineos.com/media/mqhdwmxw/kodikas_deontologias_omilou_2019_gr_web.pdf) even on an anonymous
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basis. All incoming reports are being investigated by the appropriate personnel in confidentiality. MYTILINEOS has a non-
retaliation policy for the reporters that submit their reports in good faith.
Additionally, the Remuneration Policy for the Directors contributes to the Company’s business strategy and long-term interests
and sustainability by encouraging the Executive Directors to focus on sustained long-term 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 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.
In anticipation of the expiration of the term of the 2019 Board Remuneration Policy, a new Board Remuneration Policy was
approved by the General Meeting of Shareholders on April 10, 2023, in accordance with the Company's Articles of Association,
which stipulates that the Company submits the Remuneration Policy for approval at the General Meeting every four [4] years.
The main changes compared to the Board Remuneration Policy approved by the Regular General Meeting of Shareholders in
2019 concern the establishment of new targets for the long-term incentive program. Additionally, a new peer group of companies
with a similar size and related activities to the Company was created. The Remuneration and Nomination Committee and the
Board of Directors were informed about the broader structure and employee remuneration practices within the Company, which
were taken into account in the formulation and revision of the Policy. The Remuneration Policy is presented briefly in Section
1.5.
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 Section 6 together with related targets. In 2023, the gender representation percentage on the Company's Board of Directors
was 25%, in accordance with the Greek Law 4706/2020 on corporate governance. The Company aims to increase this percentage
to 30% in the future, in combination with the enhancement of skills and the composition of the Board.
Finally, in 2023, MYTILINEOS conducted its first “Employee Engagement Survey” with the aim of capturing the working
environment and creating an internal communication tool that will help adopt practices and develop a corporate identity and
culture. This will serve as the foundation for implementing its strategic vision to become an “employer of choice”. Detailed
information about the “Employee Engagement Survey” conducted in 2023 is provided below, under Provision 5.
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. Additional information is included in the Annual Report of the Board.
Provision 2. Monitoring and reporting on culture
The Code of Business Conduct applies to the Board, the management and the workforce. The Board overviews its implementation
and monitoring by acquiring reports and through in person meetings of its Audit Committee with the Internal Audit Director, the
Compliance and GDPR Director and the Non-Financial Enterprise Risk Manager. The reports are related to the controls on the
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main parts of the Code that are built to ensure proper implementation. The Audit Committee receives and assesses the reports
and interacts with the Compliance Division if and when it deems appropriate on specific issues.
The Compliance and GDPR Director submitted two semi-annual reports to the Audit Committee in 2023, detailing the review of
all compliance areas. Specifically, these reports included new regulatory changes, new policies and procedures of the Compliance
function, such as on economic sanctions, third-party due diligence, gifts and hospitality, market abuse, beneficial ownership and
activities related to the declaration of assets, conflict of interest reporting, results of second-line compliance checks, statistics on
the use of reporting channels, and the outcome of their clarifications. Additionally, there was information on the employee
training program, including the program for the protection of personal data in accordance with the current legislative framework
(GDPR).
In 2023, the Board of Directors approved the “Economic Sanctions Policy” of the Company, the purpose of which is to ensure
MYTILINEOS' compliance with current economic sanctions resulting from the initiation and/or exercise of certain business
activities involving specific individuals and/or in specific countries. Specifically, the goal of this policy is to prevent MYTILINEOS
from engaging in transactions with restricted or named individuals or entities, conducting business activities that attract
restrictions, and conducting business activities in areas subject to sanctions. According to this policy, more than 2,000 audits
related to economic sanctions were conducted in 2023 on business partners, and these audits resulted in the non-
commencement of business activities in four cases.
In 2023, the Board of Directors also approved the “Anti-Fraud, Anti-Corruption, and Anti-Bribery Policy” with the aim of
compliance with the current legislative and regulatory framework for combating fraud, corruption, and bribery in every country
where the Company operates. The policy is based on the Company's zero-tolerance approach to instances of fraud, corruption,
and bribery in any form, directly or indirectly. It was developed in accordance with recognized standards for combating such
phenomena by international organizations such as the United Nations (UN Convention against Corruption - UN Global Compact),
Transparency International, the Association of Certified Fraud Examiners (ACFE), the International Organization for
Standardization (ISO 37001 Anti-Bribery Management System), as well as in agreement with the conduct rules outlined in
MYTILINEOS' Code of Ethics. Furthermore, the Audit Committee was informed about the educational material developed
regarding the fight against corruption and the whistleblowing channel.
The gifts and hospitality procedure was issued following the implementation of the “Anti-Fraud, Anti-Corruption, and Anti-Bribery
Policy” and was accompanied by the activation of a pre-approval tool.
In 2023, the Board of Directors approved the "Policy on the Internal Reporting Channel within the meaning of Law 4990/2022
(Whistleblowing)," providing information and guidance regarding internal reporting of information and events related to acts or
omissions that are illegal under both European Union and national law and fall within the scope of the policy, in accordance with
Law 4990/2022, which incorporated into Greek law the EU Directive 2019/1937 on whistleblowing. With the aforementioned
policy, which came into effect immediately after its approval by the Board of Directors, the Internal Reporting Channel is
established. The policy outlines the process of internal reporting, reception, and monitoring of reports, specifies the
responsibilities of the Monitoring Officer, and defines measures for the protection of individuals submitting reports. According
to the policy, individuals who can report violations include a broad range of persons, such as employees of the Company
connected to it in any form and duration of dependent employment, employees providing services to the Company under other
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forms of contracts, former or prospective employees, consultants, specialized collaborators, and other professionals offering
services to the Company, shareholders, members of the Board of Directors, and Board Committee members.
Additionally, the annual conflict of interest review was conducted, during which no conflicts of interest were identified.
Furthermore, periodic compliance checks related to corruption and fraud did not yield significant findings. In the whistleblowing
channel, a small number of reports were received and investigated. From the investigation, it was found that some reports were
not substantiated, while the remaining ones were of minor significance. Finally, the GDPR program was determined to be
generally functioning satisfactorily.
During the planning of the employee engagement survey, the Compliance function posed eight questions related to employees'
compliance perception, derived from the compliance index for the organization. The results will be analyzed in 2024, and if
necessary, relevant actions will be scheduled.
Additionally, the Company publishes a specific ESG (Environmental, Social, and Governance) Scorecard on its official website
https://www.mytilineos.com/sustainability/esg-performance/esg-scorecard/ , featuring additional non-financial and hybrid
performance indicators that capture the correlation between MYTILINEOS' environmental performance and its economic success.
The continuous reduction in the trend of these indicators indicates that the increased economic value of the Company (i.e., the
increase in net profits) is achieved with progressively less impact on the natural resources used in its activities. This confirms that
the implementation of the business strategy is carried out in conjunction with the company's commitment to the principles of
Sustainable Development and responsible practices.
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.com/who-we-are/governance/corporate-governance/regulations-policies/.
The Remuneration Policy is disclosed in Section 1.5.
Provision 3. Engagement with shareholders
The Executive Chairman engages in constructive dialogue and communication with the company's major institutional investors
throughout the year through various means. This includes during the Annual General Meeting, through teleconferences held in
conjunction with semi-annual and annual financial results, during the annual briefing of domestic institutional investors held at
the company's headquarters, as well as in private meetings with key institutional investors, both upon their request and before
significant corporate events initiated by the Company. In 2023, the focus was on various sources contributing to the profitability
of MYTILINEOS, as well as its main strategic orientation for the future. The Company's Investor Relations Division participated in
nine conferences and NDRS in Europe and the USA during 2023. In some of these events, the Chairman of MYTILINEOS also took
part, discussing a wide range of topics, including the Company's short-term and long-term profitability goals, sustainability issues,
and the Company's ESG (Environmental, Social, and Governance) performance.
Furthermore, throughout the year, several meetings take place for analysts and bank professionals to provide more details
regarding the Company's progress in its plans, long-term strategy, efficiency, and future development planning.
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The Chairman also engages in extensive discussions with questions and answers with minority shareholders during the Annual
General Meeting. Matters of interest to shareholders, if highlighted, are discussed in the Board of Directors. Additionally, the
Lead Independent Director is available to investors.
Finally, the Company ensures to conduct constructive dialogue with shareholders and proxy advisors on corporate governance
matters. Since 2020, this effort has been reinforced by organizing annual targeted Corporate Governance Roadshows. These
events aim to maintain an active dialogue with the stewardship teams of major investors, both before the Annual General
Meeting and throughout the year. The Lead Independent Director, the Chair of the Remuneration and Nomination Committee,
members of the Board of Directors, the Corporate Governance and Sustainable Development Central Function, and the Corporate
Secretary participate in these events.
During 2023, the annual Corporate Governance Roadshow took place, addressing key institutional investors. Discussions covered
various topics, including the Company's performance, its organizational restructuring and the purposes it serves, compliance with
the UK Corporate Governance Code, succession planning, the evaluation of Board committees, the Company's new Enterprise
Risk Management framework, ESG performance, remuneration issues, and new policies and procedures adopted by the Company
regarding whistleblowing, fraud prevention, anti-corruption, bribery, and financial sanctions. Additionally, several meetings with
institutional investors and proxy advisors were held to discuss corporate governance matters.
Provision 4. Actions to be taken if significant votes against
The agenda items of the Ordinary General Meeting dated June 1, 2023, with the exception of one, were approved by the majority
of shareholders, with percentages ranging from 100% to 90.17%. These percentages significantly exceeded the 80% threshold of
the represented paid-up share capital, as set by the UK Corporate Governance Code. Specifically, regarding the remuneration
report for the year 2022, for which the shareholder vote is advisory according to Article 112 of Law 4548/2018, the percentage
was 65.90% of the represented paid-up share capital.
In accordance with the decisions of the Ordinary General Meeting dated June 1, 2023, the Board of Directors takes the results of
the advisory vote very seriously and collaborates with shareholders to ensure that their comments are taken into account. The
Board of Directors remains fully committed to achieving the highest governance standards while recognizing the importance of
providing appropriate incentives to the Board and the Executive Management of the Company in alignment with the Company's
strategic goals.
In this context, in accordance with Provision 4 of the UK Corporate Governance Code, following the Annual General Meeting,
meetings were conducted during the annual Corporate Governance Roadshow with the shareholder engagement departments
of significant institutional investors of the Company. One of the main topics of discussion in these meetings was the specific
agenda item of the Ordinary General Meeting. The results of these discussions are included in the 2023 Remuneration 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 2023 which becomes available by the time of the AGM in June 2024 on the website
https://www.mytilineos.com/sustainability/reports/. As part of its engagement process MYTILINEOS has developed a specific
Stakeholders Consultation process https://www.mytilineos.com/sustainability/our-approach/our-relationship-with-
stakeholders/ . This practice expresses the Company’s long-standing principle to engage with its Stakeholders through a
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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.
The Materiality process, i.e. the process of identifying, understanding and prioritizing the sustainability issues, is one of the key
elements in the Company’s responsible operation. Τhe Company's open dialogue with its Stakeholders, in addition to enhancing
its ability to understand the impact of its activities, enriches this process with new inputs. The workforce participates in the
process of determining the material Sustainable Development topics through a relevant Social Partner survey that was carried
out in 2022 and takes place every two years based on the official MYTILINEOS process.
In 2023, the Company implemented the internal review stage of the 2022 process, with the participation of key sectors of its
business activities. The findings of this internal exercise were combined with the corresponding findings from the survey
conducted on more than 2,400 individuals, entities, and organizations from all of the Company's Social Partners' groups in 2022,
addressing the same recognized issues. The results of this process are published in the Annual Report of the Board of Directors.
Additionally, during 2023, and in accordance with the existing mechanisms for receiving complaints from the industrial units,
there was no significant adverse impact from the Company's activities on the local communities, both in terms of social and
environmental impact and at the economic level. Simultaneously, the Company maintained high levels of local employment for
another year, as over 8 out of 10 directly and indirectly employed individuals come from the communities directly adjacent to its
industrial units and the wider area.
An overall investment of over 3 million euros was made in the implementation of comprehensive social programs and other social
actions and initiatives at both central and local levels, benefiting 162,470 citizens (2022: 89,605) across various sectors. These
sectors include the development of local infrastructure and services (51%), support for culture and sports (24%), enhancement
of health and education (13%), and alleviation of poverty and food insecurity (7%).
MYTILINEOS, in order to determine the social value generated by its investments in key social programs, applies the international,
widely accepted Social Return on Investment (SROI) methodology. This involves a holistic approach through which the Company
calculates the impact it creates and makes informed decisions with the aim of maximizing the value returned by the investment
made for each social program. The SROI methodology measures the social value of a program, stemming from the experiences
of those directly involved, i.e., the changes they undergo in their lives, using economic terms as a common denominator to
express this value. In 2023, the results of three key social programs of the Company were analyzed, with SROI ratios ranging from
3.03:1 to 6.12:1. This means that for every 1 euro invested in each program, a corresponding social value of 3.03 to 6.12 euros
was generated.
For the purpose of setting remuneration, the Remuneration and 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 Remuneration and Nomination 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.
In 2023, MYTILINEOS conducted its first “employee engagement survey" ("Survey") with the assistance of an external consultant
(Great Place to Work) and based on industry best practices. The results of this Survey will be discussed in the Remuneration and
Nomination Committee and the Board of Directors of the Company. Additionally, a relevant presentation and discussion will take
place with the Company's employees within the first half of 2024. The Company aimed to capture the work environment through
this Survey and create an internal communication tool that would help in adopting practices and developing a corporate identity
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and culture. This would serve as the foundation for implementing its vision to become an "employer of choice." The following
stages were followed for the execution of the Survey:
(1) Measurement and monitoring of employee engagement as a key factor for high performance.
(2) Providing MYTILINEOS employees with a mechanism to actively participate in shaping the work environment and culture.
(3) Enhancing understanding between executives and staff regarding how MYTILINEOS can better engage its people, thus
achieving improved results through increased productivity, continuous exploration of more effective and efficient work methods,
and innovation.
(4) Guiding focused administrative action across organizational business sectors of MYTILINEOS.
Provision 6. Whistleblowing
The Company encourages and expects its employees to report serious violations of the Code of Business Conduct, when they
become aware of them or when these are brought to their attention. The issues to be reported fall within the scope of Law
4990/2022 (public contracts, financial services, products and markets, including fraud prevention, corruption, and other illegal
activities, as well as the prevention of money laundering from illegal activities and the financing of terrorism, security and
compliance of products, transportation security and compliance, environmental protection, public health, consumer protection,
privacy and personal data protection, network and information systems security, radiation protection, nuclear safety, food safety,
health, and the well-being of animals), economic interests of the Union, issues regarding the free movement of goods, persons,
services, and capital, as well as issues covered by Law 4808/2021 for the prevention and combat of violence and harassment in
the workplace.
Reports may be submitted by individuals associated with the Company in any current, former, or prospective employment
relationship, as well as by anyone working under the supervision and management of contractors, subcontractors, and suppliers
of the Company. To receive and record these reports, the Company has established four reporting channels (through a platform,
via email, by phone, and through regular mail) for the submission of named or anonymous reports.
All reports are initially checked for their credibility, and in affirmative cases, they are assigned to the competent superior for
clarification and investigation. Subsequently, the reporter is informed of the outcome, and if deemed necessary, further actions
are taken, such as corrective activities or disciplinary measures.
During 2023, the Compliance and GDPR Director presented statistics to the Board of Directors' Audit Committee for each
semester regarding incoming reports, investigation results, and subsequent actions. Specifically, a small number of reports were
received through the reporting channel, and they were investigated. The investigation revealed that some allegations were not
substantiated, while the remaining ones were of minor significance. The Audit Committee informed the Board of Directors
accordingly.
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 in accordance with the legislation and its Articles of Association.
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During 2021, the Company adopted a separate Conflict of Interest policy and procedure, elaborating further the relevant section
of the Code of Business Conduct of the Company. More information on the Policy and Procedures on Conflicts of Interest, which
has been approved by the Board of Directors by its resolution dated 15/06/2021 is available in Section 2.3.
Subsequently, in 2022, the Company adopted the “Policy and Procedure for Related Party Transactions”, taking into account both
the legislative framework and the UK Corporate Governance Code. Conflicts of interest arising, especially in relation to related
party transactions, are regulated based on this policy. Further information on this process, which has been approved by the
Board, is available in Section 7.
The Internal Audit Division 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.
Additionally, within 2023, the Internal Audit Division, in collaboration with the Compliance Division as well as the Corporate
Governance Division, leveraged available open governance data. Using external provider software, it analyzed, monitored, and
investigated any potential conflicts of interest with the aim of resolving them appropriately. No conflicts of interest were
identified.
Provision 8. Director concerns and resignations
Pursuant to the Company’s Articles of Association (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.
Pursuant to the Terms of Reference of the Board of Directors, approved in 2022, when Board members have concerns about the
operation of the Board or the management of the Company that cannot be resolved, their concerns should be recorded in the
minutes of the Board. It is also explicitly provided that where a Non-Executive Board member resigns, that member may, if he/she
has any such concerns, submit a relevant written statement to the Board Chair, for circulation to the Board.
1.2. DIVISION OF RESPONSIBILITIES
Principle F: The role of the Chair
The Chair of the Board has according to the Terms of Reference of the Board of Directors, approved in 2022, the following
responsibilities and obligations:
i. Leads the Board and is responsible for its overall effectiveness in directing the Company. The Chair should
demonstrate objective judgement throughout his/her tenure and promote a culture of openness and debate.
ii. Coordinates, convenes and chairs the Board meetings, introduces the items to be discussed, directs the Board’s
work and is responsible for ensuring the timely and clear information of the Board members.
iii. Seeks regular engagement with major shareholders in order to understand their views on the Company’s
governance and performance against the strategy, while at the same time ensuring that the Board as a whole has a
clear understanding of the shareholders' views.
iv. Demonstrates objective judgement and promotes communication, fosters the development of constructive
relations within the Board, and encourages the effective contribution and active participation of the Board’s non-
executive members.
v. Encourages and promotes the open exchange of views in a spirit of constructive challenge and ensures that any
diverging views are voiced and discussed at the Board level as part of the decision-making process.
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vi. Determines, with the assistance of the Company Secretary, the agenda of the Board meetings and ensures that
issues of strategic importance are discussed as a priority.
vii. Is responsible for the adoption of appropriate corporate governance standards across the Company.
Principle G: Board balance and decision-making
The Board has 12 members. Of these: a) four members, namely the Chair & CEO, the Vice Chair B and two other member are
Company executives, b) Vice Chair A’ is non-executive and c) seven members are independent non-executive. During the General
Meeting on June 1, 2023, Mr. Christos Gavalas, Chief Treasury and IR Officer, was elected as a new Board Member. More
information is provided below, under Provision 18.
Both Board committees, the Audit Committee and the Remuneration and Nomination Committee, are completely independent.
The separation of responsibilities between the executive management and the Board of Directors is clear, as described in the
Company’s Internal Regulation https://www.mytilineos.com/media/gvmjhr3v/en_mytilineos_internal_regulation.pdf and the
Terms of Reference of the Board of Directors. Prevention of excessive burden arising from the professional commitments of the
members, outside the Company, is regulated in the Policy for the Suitability Assessment of the Board of Directors of the Company
and the Terms of Reference of the Board of Directors and falls within the competence of the Remuneration and Nomination
Committee.
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 2.1.9.
Principle H: The role of non-executive directors
The Non-Executive Members of the Board do not have executive responsibilities regarding the management of the Company
within their remit, beyond the general duties stemming from their capacity as Board members and have been entrusted with the
role of systematic supervision and monitoring of Management’s decision-making.
According to the Policy for the Suitability Assessment of the Members of the Board of Directors of the Company, which was
approved by resolution of the AGM of MYTILINEOS, dated 15 June 2021, and the Terms of Reference of the Board of Directors,
approved in 2022, Board members should not sit in the boards of directors of more than five (5) companies whose shares are
traded in a regulated market. The Terms of Reference of the Board of Directors also provide that assumption of any significant
external commitments by existing non-executive members of the Board, such as, but not limited to, directorships in other listed
companies, may not be made without the prior approval of the Board of Directors.
The Board Profile matrix is reported in Section 2.2 and the biographies of each individual Board member are available in Section
8.
More information on the role of non-executive directors is available under Provision 13.
Principle I: Board policies and processes
The Board of Directors 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 and its committees worked together with the
Company Secretary during 2022 to draft their terms of references, procedures and operating policies.
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Provision 9. Chair and Chief Executive
The Board Chair is also the CEO of the Company. The Board evaluates the topic of split vs dual role for the Chair/CEO position.
The dual role under the founder of the Company Mr. Mytilineos has helped the Company streamline its operating model and
leverage synergies between its different BUs as well as delivering outstanding results. Following the outstanding performance in
the years 2021-2022, MYTILINEOS achieved a record profit in 2023, despite the exceptionally unstable and uncertain global
economic environment. A series of actions further strengthened the Company's credit profile, as evidenced by recent upgrades
from FITCH and S&P, with MYTILINEOS being just one step away from the investment-grade level. The above performance
significantly surpassed the targets set by the Company for 2023.
In this context, it is the Company's belief that any change in its current organizational model would not be beneficial to the
Company. Given his unique experience and leadership capacity, the Company's Founder, Mr. Mytilineos will continue to play a
critical role going forward.
Given the dual role, the Company has introduced a number of initiatives to ensure an elevated level of independence which
include:
a) appointment of the Lead Independent Director with the purpose of providing guidance to the Board of Directors due to
the fact that the roles of the CEO and the Chairman coincide in the same individual;
b) ensuring a majority- independent Board;
c) participation of exclusively independent non-executive members in the committees of the Board of Directors;
d) strengthening of the Compliance processes, under the Audit Committee and
e) launching a Succession Planning exercise to ensure initiatives to enhance the Group’s organisational and process
capabilities are accelerated.
Provision 10. Independence of directors
Independent non-executive Board members are approved as such by the shareholders at the time they stand for election. As
noted above, under Principle G, seven out of twelve Board members are Independent Non-Executive Directors. Specifically, the
Independent Non-Executive Members are the following:
Panayiota Antonakou,
Anthony Bartzokas,
Emmanouil Kakaras,
Konstantina Mavraki,
Natalia Nicolaidis,
Ioannis Petrides,
Alexios Pilavios.
More information on the Independent Non-Executive Members of the Board of Directors is available in Section 2.2 and in Section
8. Independent non-executive members at the time of their appointment and during their term of office, do not hold, directly or
indirectly, a percentage of voting rights greater than zero-point five percent (0.5%) of the Company's share capital and do not
maintain any economic, business, family or other kind of dependency relationship, which may influence their decisions and affect
their independent and objective judgment.
In that sense, a dependency relationship, shall exist, indicatively, in the following cases:
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a) Where the Board member receives any remuneration or allowance by the Company, or by a related company, or
participates in a share option scheme or any other remuneration or allowance scheme related to the performance, except for
fees received for the member’s participation in the Board or its committees, in accordance with the Remuneration Policy of the
Company;
b) Where the Board member or any person closely associated with it, has or has had (directly or indirectly through
participation in another entity), within the last three (3) financial years from the Board member’s appointment, a business
relationship with the Company, or a person related to the Company, or a shareholder who holds, directly or indirectly, at least
ten percent (10%) of the share capital of the Company or of a related company during the last three (3) financial years prior to
the Board member’s appointment, provided that such relationship affects or is likely to affect the business activity of either the
Company, the Board member concerned, or the person closely associated with it. Such a relationship shall exist in particular
when the person concerned is a significant supplier or customer of the Company.
c) Where the Board member or any person closely associated with it:
i. has served as member of the Board of the Company or of a related company for more than nine (9) financial
years from the date of the Board member’s first appointment;
ii. has been a manager, or employee, or partner under service contract or mandate under paid mandate contract,
of the Company or a related company, within the last five (5) financial years prior to the Board member’s
appointment;
iii. is related up to the second degree by blood or marriage, or is the spouse or partner equivalent to a spouse, of
a member of the Board of Directors or a senior manager or shareholder, with a percentage equal to or
exceeding 10% of the share capital of the Company or an affiliated company;
iv. has been appointed directly by a shareholder of the Company;
v. represents shareholders holding, directly or indirectly, equal or more than five percent (5%) of the Company’s
voting rights at the General Meeting of the Company's shareholders during his/her term of office, without
written instructions;
vi. has conducted a statutory audit in the Company or in a related company, either through a company or himself
or a relative of his up to the second degree by blood or marriage or his spouse, during the last three (3) financial
years before the Board member’s appointment;
vii. is an executive board member in another company, in whose board an executive member of the Company
participates as a non-executive member.
The criteria by which Board members’ independence is assessed are determined in detail in the Company’s Policy on Board
Members’ Independence, which also establishes the procedure and rules to be followed, on the one hand, for notifying any
dependency relationship of the independent Board members and of the persons closely associated with them; and, on the other
hand, for assessing the fulfilment of independence criteria.
The Independent Non-Executive members of the Board may submit, jointly or separately, reports to the General Meeting
(ordinary or extraordinary) of the Company, independently of the reports submitted by the Board of Directors. Such reports shall
include, as a minimum, the following:
(a) monitoring and reviewing the Company's strategy and its implementation and the achievement of its objectives,
(b) ensuring effective supervision of the executive members of the Board, including monitoring and reviewing their performance,
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(c) considering and expressing views on proposals made by executive members of the Board on the basis of existing information.
It is in the Remuneration and Nomination Committee's remit to review the independence of the non- executive directors before
nomination and to this end it adopted in 2022 a specific Procedure for the Determination and Assessment of the Independence
Criteria of Board Members and Disclosure of the Dependency Relationships. Specifically, the Remuneration and Nomination
Committee reviews:
i. the balance of the number of independent non-executive directors;
ii. the length of service of independent non-executive directors;
iii. any situational conflict which a director may have with the interests of the Group and
iv. 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 31.12.2023 the Board of Directors consisted of 12 members, seven (58%) of whom were independent. At the AGM of 2 June
2022, the shareholders approved the re-appointment and the appointment as independent non-executive members of the Board
of Directors of: a) Panayiota Antonakou, b) Anthony Bartzokas c) Emmanouil Kakaras, d) Konstantina Mavraki, d), e) Natalia
Nicolaidis, f) Ioannis Petrides, and g) Alexios Pilavios.
The Board of Directors confirmed to the General Meeting that they meet the independence criteria of article 9 of Law 4706/2020,
as well as the independence criteria provided for in the approved Policy on the Suitability of Board Members, the Policy on the
Independence of Board Members and the Procedure for the Determination and Assessment of the Independence Criteria of
Board Members and Disclosure of the Dependency Relationships.
Provision 12. Lead Independent Director
Pursuant to the Terms of Reference of the Board of Directors, approved in 2022, the Board of Directors shall appoint one of its
independent non-executive members as “Lead Independent Director”, who has the following responsibilities and obligations:
i. Is charged with coordinating the non-executive members and chairing their meetings.
ii. chairs the procedure concerning the evaluation of the Board Chair by the Board members.
iii. Proposes to the Board Chair topics for discussion and informs the Board Chair of the important issues raised by the
non-executive members in their meetings, also discussing them with the Chair.
iv. Is available and attends the General Meetings to discuss corporate governance issues, as and when the need arises.
Where the Chair is a non-independent Board Member or where the Chair is also the CEO of the Company, the Lead
Independent Director:
i. Is charged with coordinating the executive and non-executive members of the Board and ensuring effective
communication between them.
ii. Leads the shareholder engagement process with the stewardship teams of investors.
iii. May, whenever deemed appropriate, meet privately with senior management involved in the governance of the
Company, including the CEO, to be informed about or discuss specific issues.
iv. Is expected to work closely with the Board Chair and the other Board members and/or the shareholders, to resolve
significant issues and ensure stability (indicatively, in cases where shareholders or non-executive members of the
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Board have expressed concerns that have not been addressed by the Board Chair, or where the Company's strategy
is not supported by the entire Board or the Board’s succession planning is being ignored).
Provision 13. Role of non-executive directors
The non-executive members of the Board, including the independent non-executive members, act in a supportive manner to
improve the Board’s functioning based on their knowledge and experience. In particular, they have the following obligations:
(a) To monitor and review the Company’s strategy and its implementation, as well as the achievement of its objectives.
(b) To ensure effective supervision of the executive members, including monitoring and reviewing their performance at
individual and collective level.
(c) To consider and express views on proposals submitted by the executive members, based on existing information, and
to participate constructively and critically in the Board’s decision-making.
(d) To provide strategic guidance and expert advice based on their knowledge and experience, and to hold senior
management accountable when they deem it appropriate.
(e) To participate (the independent non-executive members), according to their area of responsibility, in the Audit
Committee and the Remuneration and Nomination Committee, as well as in any other committee in which their participation is
provided for by law or is deemed necessary. The Non-Executive Members met during 2023 under the chairmanship of the Lead
Independent Director without the presence of the Executive Members eight times according to a schedule set at the beginning
of the year. At the separate meetings they hold, the Non-Executive Members:
evaluate the performance of the Chair and of the executive members and senior management against the performance
targets set for them;
discuss the Board’s modus operandi;
examine in detail the strategy of the Business Units, as well as general strategic issues;
discuss important organizational issues of the Company;
are informed of and discuss important regulatory developments affecting the Company;
are informed of and discuss developments regarding corporate governance and consider their impact on the Company.
The Non-Executive Board members may at their discretion invite, whenever deemed appropriate, senior management involved
in the Company’s governance, including the CEO, to be informed about or discuss specific items on the agenda.
The activity of the Non-Executive Directors in 2023 is described more specifically in Section 2.5.
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, as in force, the Terms of Reference of
the Board of Directors, approved in 2022 and the Terms of Reference of the Board Committees. Furthermore, the aforementioned
roles and responsibilities are part of the company’s Internal Regulation 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
committees in detail, are approved by the Board and can be seen on Company’s website.
Also details of meetings, agendas and individual attendance of directors during the year are reported under the relevant
provisions in this document, i.e. under Provision 23, Provision 41, Section 2.4 and the Annual Report of the Audit Committee in
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Chapter 5 of the Annual Report for the year 2023. The responsibilities of the Chair are described in detail under Principle F, the
Chief Executive Officer under Section 2.1, the Vice Chairmen of the Board under Section 2.1 and the Lead Independent Director
under Provision 12.
Provision 15. Other appointments
Board members must have sufficient time to perform their duties in accordance with the Policy for the Suitability Assessment of
the Members of the Board of Directors. Pursuant to the Terms of Reference of the Board of Directors, irrespective of any
permission granted by the General Meeting, the Board members should not sit in the boards of directors of more than five (5)
companies whose shares are traded in a regulated market.
When appointing its new members, the Board should also take into account any other commitments/requirements affecting the
availability of future Board members. Candidate Board members must notify the Board of their significant commitments, if any,
prior to their appointment, also stating the corresponding time required for those commitments, so that the Board considers any
external professional commitments before nominating candidates for election by the General Meeting of Shareholders. Similarly,
the assumption of any significant external commitments by existing non-executive members of the Board, such as, but not limited
to, directorships in other listed companies, may not be made without the prior approval of the Board.
Before acquiring any additional position in boards of other entities, every member must consider the necessary time they should
devote for discharging their duties as a member properly, which (time) should in no case be impaired.
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. With the exception of the CEO, two executive directors hold positions in
non-listed companies none of whom is the CEO.
Full list of other appointments is available in Section 2.1.9.
Provision 16. Company secretary
The Βoard has appointed the Company's Corporate Governance Director as Company Secretary. According to the Terms of
Reference of the Board of Directors, the Company Secretary has the following responsibilities:
i. ensuring compliance with the Board's procedures and advising the Board Chair and Board members, as well as the Board
committees, on all corporate governance matters , in accordance with the applicable legislation and the Corporate
Governance Code that the Company applies;
ii. ensuring the effective flow of information between the Board and its committees, as well as between the Senior
Management and the Board;
iii. providing comprehensive practical support and guidance to Board members at both an individual and collective level,
with particular emphasis on supporting non-executive members.
iv. planning the induction training programme for newly elected Board members immediately after their election, including
the assessment of any special training needs of Board members, and facilitating their training.
v. highlighting issues that may require the attention of the Board.
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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, in accordance with the Policy for the Suitability Assessment of the Members of the Board of Directors of
MYTILINEOS, which was approved by the AGM on 15 June 2021. 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.
The first ever formal succession planning exercise was completed in late 2021 with facilitation provided by Egon Zehnder. Among
other, the purpose of the project was to record the set of skills that would be required in the future to meet the needs of a
growing, complex, and internationalized business. The results of this project were evaluated and taken into account for the new
organizational structure of the Company (Big Two), which was completed in January 2023.
Specifically, by decision of the Board of Directors on January 10, 2023, the new organizational structure of the Company was
unanimously approved with retroactive effect of the new organizational chart from January 1, 2023. This structure aligns with
the current needs of the Company, harmonizes with its new strategy, and strengthens the synergies of its business model. Based
on the new organizational structure, the Company has two (2) business sectors:
(a) the new Energy Division, led by Giannis Kalafatas - Chief Executive Director, Energy, and
(b) the Metallurgy Division, led by Dimitris Stefanidis - Chief Executive Director, Metallurgy.
The top and senior management of the Company are completed by:
Evangelos Chrysafis, Vice-Chairman and executive member of the Board of Directors for Regulatory and Strategic Energy and
Infrastructure Matters;
Christos Gavalas, Chief Treasury & IR Officer and executive member of the Board of Directors with a supervisory role on the
financial matters of the Company;
Eleftheria Kontogianni, Chief Finance Officer;
Elenos Karaindros, Chief Strategy and M&A Officer;
Vivian Bouzali, Chief Corporate Affairs & Communication Officer;
Sara Fideli, Chief People Officer;
Petros Selekos, Executive Director, Legal, Contracts & Compliance;
Dimitris Papadopoulos, executive member of the Board of Directors and Executive Director, Corporate Governance & Sustainable
Development;
Fotios Spyrakos, Chief Administration Officer & Head of CEO’s Office;
Foteini Ioannou, Chief of Staff.
With the adoption of the new organizational structure, the experience of the key personnel at the N-1 level is further enhanced.
Additionally, in 2023, the Company implemented a new performance management system for a better assessment of the
performance and capabilities of key executives as part of the succession planning exercise. This also includes a revised
management process through the establishment of a committee to improve empowerment, accountability, and decentralization.
To strengthen succession planning, the Company has also created a list of potential external high-caliber candidates in case of
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need.
Succession planning is included among the objectives of the CEO, as reflected in his annual personal goals. The comments from
corporate governance roadshows with the company's key investors are taken into account in the succession planning process.
Principle K: Skills, experience and knowledge
It is up to the Remuneration and Nomination Committee to make recommendations for approval by the Board of the membership
of Board committees. The Board skill matrix is available in Section 2.2.
The table with the CVs of the Board members is available in Section 8.
Principle L: Board and director evaluation
It is in the Remuneration and Nomination 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.
Following the assessment of the collective suitability of the Board of Directors, which was completed in 2020, and the evaluation
conducted in 2022 focusing on individual skills and contributions to the Board, an assessment of the Board's committees was
carried out in 2023. Information regarding the evaluations that took place in 2023 is included below, under Provision 21.
Provision 17. Nomination committee
The Company has a combined Remuneration and Nomination Committee which examines and processes issues pertaining to:
(a) the remuneration of Board members and of senior and other executives; and (b) the suitability of existing and candidate
directors, within the scope of its remit under its Terms of Reference. The Committee revisited its Terms of Reference, which
were approved and put into effect by the Resolution of the Board of Directors dated 26.07.2021, following relevant proposals
submitted by the Committee.
Details on the composition, tenure, functioning, decision-making and meetings of the combined Committee are available under
Provision 32.
The nomination responsibilities of the Committee include the following:
i. to review the independence of the non-executive Directors;
ii. to develop meritocratic and objective criteria for identifying and evaluating candidate Directors in accordance with the
Policy for the Suitability Assessment of the Members of the Board, as well as for assessing and planning the succession
of Directors, and to describe the role, knowledge, skills, experience, abilities and the required personal attributes of a
specific candidate Director;
iii. to make recommendations to the Board on the appointment of Directors against objective criteria;
iv. to plan for the orderly succession of the Directors and senior executives and make recommendations to the Board;
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v. to establish and oversee an objective and rigorous evaluation process of the Board and Board Committees, including
assessing suitability at individual and collective level;
vi. to oversee the induction process of new Directors and their ongoing training in accordance with the relevant Training
Policy that the Company has adopted and applies;
vii. to regularly assess and review the Board’ s size, structure, composition and operation and, if it identifies weaknesses,
to recommend to the Board relevant changes as appropriate;
viii. to be responsible for drawing up the Company’s Policy for the Suitability Assessment of the Members of the Board,
which shall then be submitted to the Board for its approval, as well as any amendments thereof.
Provision 18. Director election
The current Board, with the exception of one member, was appointed by the 2022 AGM. Nominees were submitted unbundled
to the General Meeting of the Shareholders of 2022 for approval.
Furthermore, by decision of the 33rd Ordinary General Meeting of the Company, held on June 1, 2023, Mr. Christos Gavalas was
elected as a member of the Board of Directors, with a term until June 2, 2026. During its meeting on June 1, 2023, the Board
appointed Mr. Christos Gavalas as an executive member.
The Board's proposal to submit Mr. Christos Gavalas' candidacy as a Board member to the General Meeting was unanimous and
followed the recommendation and proposal of the Company's Remuneration and Nomination Committee. Mr. Gavalas has been
with the Company since 2001, initially serving as the Director of Finance, and as of January 10, 2023, he has taken on the role of
Chief Treasury & IR Officer. His participation was deemed beneficial for strengthening the financial/audit skills of the Board,
enhancing its role in the broader financial sector, and strengthening the Company's communication with its shareholders, given
Mr. Gavalas' excellent collaboration with the investment community.
Pursuant to Article 19(2) of the Company’s Articles of Association, Board Members are elected by the General Meeting of
Shareholders of the Company for a term of four (4) years, to be extended until the expiration of the time period within which
the immediately next Ordinary General Meeting is to be held and until the adoption of the relevant resolution. In the Greek
market, there is a long-standing tradition that members of the Boards of Directors of listed companies are elected for a term of
more than one year, mainly for reasons of ensuring the smoothness and continuity of management in companies, as well as to
avoid additional administrative burden. However, the General Meeting of Shareholders of the Company reserves in any case the
right to recall, whenever it wishes or deems appropriate, the Board of Directors in whole or in part. In addition, every year, an
assessment of the Board of Directors is carried out both at individual and collective level as well as a control on the fulfilment of
the independence criteria of the Independent Non-Executive Directors.
Provision 19. Length of service of Chair
The Chair has been serving for over 30 years. With the completion in 2023 of the new corporate transformation, the organisation
structure of Mytilineos now has two business lines: a) the new Energy Sector and b) the Metallurgy Sector, which are fully
integrated and complementary.
The new organization will allow for the further development of our leadership bench to meet future succession needs, whilst
ensuring that all the critical competencies required in this new era for Mytilineos, both individual as well as collective, are in
place.
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Mr. Mytilineos is the architect of the Company transformation and the Company strategy, hence his vision, knowledge, and
involvement are integral to its materialization. In view of the new challenges facing the Group, the Company believes that any
change today in its organisational model would not be beneficial to the Group. Given his unique experience and leadership
capacity, our Founder Mr. Mytilineos will continue to play a critical role going forward.
Provision 20. Appointment process
In accordance with its Terms of Reference, in order to assist it in the search process for suitable candidates for Board members,
the Remuneration and Nomination Committee may request the assistance of an external consultant to whom it may assign
specific tasks. These tasks may, where appropriate, include conducting a survey of potential Board members, drawing up a list of
preferred candidates and assessing their suitability, in accordance with the instructions of the Remuneration and Nomination
Committee. The Remuneration and Nomination Committee shall then assess the suitability of the candidates to fill the positions
on the Board and submit its proposals to the Board with the assistance, where appropriate, of the Lead Independent Director.
The Committee, in preparation for submitting its proposal to the Board of Directors for the re-election of Board members by the
General Meeting in 2022, was assisted in evaluating the (individual and collective) suitability of the Board members nominated
during the General Meeting on June 2, 2022, by the company Egon Zehnder. The Remuneration and Nomination Committee
recommended the engagement of Egon Zehnder for the aforementioned support, based on its leadership position in the Greek
market, its knowledge of the Company, and the value of its exclusive global standard in assessing the performance of the Board.
Additionally, it enlisted the assistance of Egon Zehnder for the first official succession planning project, completed in late 2021,
the results of which were considered for the new organizational structure of the Company completed in 2023. The same company
provided services in 2023 for finding a suitable candidate for the Chief of Staff position, for which Ms. Fotini Ioannou was selected
from among several candidates. Egon Zehnder also collaborates with the Human Resources Division in sourcing executives for
senior management positions.
Provision 21. Board evaluation
Board effectiveness was evaluated by an external evaluator, as mentioned above, in two stages: First, by conducting an
assessment of the collective suitability of the Board completed in 2020 and second, by conducting an assessment completed in
2022 that focused on individual capabilities and Board impact. Following a review of available providers, the Remuneration and
Nomination Committee proposed Egon Zender to facilitate the process based on their leading position in the Greek marketplace,
knowledge of the Mytilineos Group and the value of their proprietary global template in evaluating Board performance.
As a conclusion, the 2 Board evaluation exercises strengthened the Board’s effectiveness whilst the initiatives executed have
already shown a material improvement in the ability of the Board to add value.
Following the two aforementioned evaluations of the Board of Directors, during 2023, the Company, with the assistance of
different external consultants for each committee (PWC for the Remuneration and Nomination Committee, Deloitte for the Audit
Committee, and KPMG for the Sustainability Committee), conducted assessments of the three committees of the Board. The goal
was to identify opportunities for improving their effectiveness. The evaluation covered the responsibilities, dynamics,
composition, skills, knowledge, and experience of the committee members, as well as their reporting, communication, and
monitoring activities, taking into account national legislation and the UK Corporate Governance Code. The tools used during the
evaluation process included, among others, personal interviews, observation of meetings, examination of documents and
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procedures, and a self-assessment questionnaire. As part of the evaluation, opinions were sought from members of the Board of
Directors, senior management, the Corporate Secretary, the Internal Audit Division, and the external auditor. The evaluation and
access to relevant information, which was not of a confidential nature, were supported by the Corporate Secretary and the
Corporate Governance Division. The engagement of the mentioned consultants was based on their leadership position in the
Greek and global markets, in accordance with their profiles and their experience in relevant projects. All three external
consultants also provided additional services to the Company. Specifically, KPMG offered consulting, financial, and tax services,
Deloitte provided consulting services (such as, customer relationship management software, IT applications), and PwC provided
services, including accounting support, payroll services, and human resources management.
Independently of the evaluation of the Board of Directors, the annual evaluation of the Chairman & CEO, led by the Lead
Independent Director, was conducted and subsequently reviewed by the Remuneration and Nomination Committee. The
evaluation was carried out along different areas of CEO accountability, including Strategic Development, Organizational
effectiveness, Board Effectiveness, ESG progress and delivery of 2022 Financial Targets. The evaluation was discussed with the
Chairman & CEO both individually and at Board level and was a critical input into the 2022 STIP review.
Furthermore, in the Terms of Reference of the Board of Directors, it was explicitly provided for, among other, that the person
being evaluated shall also participate in the evaluation and performance review process, shall be informed in advance of the
evaluation rules by means of an open information process, and shall have the opportunity to record any objections or complaints.
It was also foreseen that the results of the evaluation and performance review of the Executive Board members should be shared
with and discussed by the Board as a whole, while at the same time they should be taken into consideration in the Board
succession process. The Chair should take appropriate action based on the results of the evaluation, acknowledging the strengths
and addressing any weaknesses of the Board, whilst each member of the Board should actively engage with this process and take
appropriate action when improvement needs have been identified.
Provision 22. Evaluation follow-up
On the conclusion of the evaluation of its Committees, the Board of Directors discussed in detail the results and approved a
programme of actions to further improve their functioning and effectiveness. Among other, the decision was made to enhance
the Company's risk management framework. This project was completed and implemented in 2023 with the assistance of
McKinsey and coordinated internally by the Lead Independent Director. Additionally, there is an ongoing initiative to improve
the cross-committee coordination among the three committees and better leverage synergies between them. Furthermore, it
was decided to implement certain improvement measures, such as, providing training for committee members regarding the
new requirements established by EU law regarding sustainability reporting.
Provision 23. Reporting on the Nomination Committee
The Remuneration and Nomination Committee held during 2023 five (5) meetings. All members of the Committee attended all
the meetings.
Assessment of the suitability of a new Board member
For the purpose of assessing the suitability of the Board member who waw a candidate for election at the General Meeting of 1
June 2023, the Remuneration and Nomination Committee discussed in detail and approved the candidacy of Mr. Christos Gavalas,
which was subsequently proposed to the Board of Directors. The Remuneration and Nomination Committee examined and
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assessed the suitability of Mr. Gavalas according to the approved Policy for the Suitability of Members of the Board of Directors
of the Company. This assessment encompassed the adequacy of his knowledge and skills, including academic and professional
qualifications, the sufficiency of his professional experience, as well as the relevance of his position and the requisite capabilities
expected by the Company. Additionally, it considered the absence of any impediments or conflicts in his person, his integrity and
honesty, good reputation, and the adequacy of his time commitment.
The Remuneration and Nomination Committee also examined and determined the collective suitability of the Board of Directors
in the event of Mr. Gavalas' election as a member, taking into consideration:
i. the assessment of the collective and individual capabilities of the Board of Directors;
ii. the curriculum vitae and other professional commitments of the proposed candidate for the Board of Directors;
iii. the provisions of the legislative framework, the approved Policy for the Suitability of Members of the Board of Directors,
the Company's Diversity Policy, the UK Corporate Governance Code adopted and implemented by the Company, as well
as the Directors’ Independence Policy and the Procedure for assessing independence criteria and for disclosing
dependency relationships.
Based on the above, the Remuneration and Nomination Committee has determined that, following the election of the proposed
member:
i. the requirements regarding gender representation are met adequately;
ii. the total number of independent non-executive members on the Board of Directors is fulfilled; and
iii. the suitability criteria specified by the current regulatory framework and the Policy for the Suitability of Members of the
Board of Directors of the Company are satisfied.
Assessment of the suitability of the Board of Directors and fulfillment of the independence criteria for Independent Non-
Executive Board Members
In March 2023, the Remuneration and Nomination Committee conducted the annual assessment of the individual suitability of
the members of the Board of Directors, as well as the assessment of its collective suitability, and submitted relevant
recommendations to the Board of Directors. The Committee, after examining and assessing the members of the Board of
Directors individually, as well as the Board collectively, took into account:
i. the external independent assessment of the collective and individual capabilities of the Board of Directors, as
summarized in provision 21 of the Corporate Governance Statement 2022;
ii. the annual evaluation of the Chairman and Chief Executive Officer, led by the Lead Independent Director, taking into
account the opinions of all non-executive members, as well as its subsequent review by the Remuneration and
Nomination Committee itself, as summarized in the Remuneration Report of article 112 of Law 4548/2018 for the year
2022;
iii. the skills, experience, knowledge, and qualifications of the members of the Board of Directors, as well as their resumes
and CVs;
iv. the other professional commitments of the members of the Board of Directors;
v. the provisions of Law 4706/2020, the approved Policy for the Suitability of Board Members, the Company's Diversity
Policy, the UK Corporate Governance Code adopted and implemented by the Company, as well as the Directors’
Independence Policy and the Procedure for assessing independence criteria and for disclosing dependency relationships;
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and concluded that the following conditions are met:
i. regarding gender representation adequacy;
ii. the total number of independent non-executive members of the Board of Directors; and
iii. the suitability criteria specified by the current regulatory framework and the Internal Regulations of the Company.
Specifically, the Remuneration and Nomination Committee assessed the suitability of each member of the Board of Directors
individually, taking into account the adequacy of their knowledge and skills, including academic and professional qualifications,
for performing the duties of their assigned role, the sufficiency of their professional experience and the requisite capabilities
expected by the Company as well as the absence of any impediments or conflicts in their person, their integrity and honesty, good
reputation, and their time commitment. Additionally, the Remuneration and Nomination Committee assessed and determined
the collective suitability of the Board of Directors, concluding that its composition reflects the knowledge, skills, and experience
required for the exercise of its responsibilities. The Committee also found that the members of the Board collectively possess the
necessary skills to present their views effectively. Furthermore, it was noted that collectively, the Board members have sufficient
expertise to cover all the areas in which the Company operates (Electric Energy & Natural Gas, Metallurgy, Renewable Energy
Sources & Energy Storage Development, and Sustainable Development Projects), as well as related subjects (including finance and
capital markets).
Furthermore, the Remuneration and Nomination Committee determined that the independent non-executive members of the
Board of Directors, specifically Panagiota Antonakou, Emmanouil Kakaras, Konstantina Mavraki, Antonios Bartzokas, Natalia
Nikolaidi, Ioannis Petridis, and Alexios Pilavios, each meet the independence criteria outlined in Article 9, paragraphs 1 & 2 of Law
4706/2020, the UK Corporate Governance Code adopted and implemented by the Company since January 1, 2019, as well as the
Directors’ Independence Policy. This determination was based on the information provided by the members themselves to the
Company, which, to the extent possible, was verified by the Company. Specifically, within the framework of audits conducted by
the Internal Audit Division and reflected in its Reports: (a) “Review of the adequacy of the Corporate Governance System's design"
and (b) "Audit of the compliance process with obligations arising from the framework for Transactions with Related Parties" it was
confirmed that the aforementioned individuals do not directly hold as natural persons a voting rights percentage >0.5% of the
Company's share capital, and that they do not receive any other remuneration or benefit from the Company or any entity
associated with it, beyond the remuneration provided for in the approved Remuneration Policy for Board Members. Furthermore,
sampled transactions of suppliers and customers to the Company and its subsidiaries maintaining SAP were audited, without
identifying transactions involving the independent members of the Board of Directors and their related parties. From other
available information within the Company's disposal, including the Declaration of Independence of the Company's statutory
auditor, there is no indication that the aforementioned individuals do not meet the independence criteria.
Finally, the Remuneration and Nomination Committee confirmed the fulfillment of the suitability criteria for the members of the
Audit Committee, namely that all members collectively possess sufficient knowledge in the areas in which the Company operates,
and at least one member has demonstrably adequate recent knowledge in auditing and/or accounting and is mandatory present
at the meetings of the Committee concerning the approval of the financial statements.
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Approval of the organizational chart and submission of the relevant recommendation to the Board of Directors
The Committee thoroughly discussed the new organizational chart of the Company and the roles and key responsibilities of the
top management executives (N-1), the management executives (N-2), as well as the Business Partners, and made a relevant
recommendation to the Board of Directors.
Human Resources issues
The Committee was briefed by the Human Resources Division and thoroughly discussed:
a. The "Job Grading Scale" project (Mytilineos Job Model - formerly Organizational Grading), aimed at addressing challenges such
as the large number of job titles and the need to align the Company's organizational structure with the Group's rapid growth.
Among the advantages of completing this project, the clarity of role responsibilities, the maintenance of internal equity, and the
attraction of individuals with advancement opportunities were highlighted, along with the alignment of Human Resources policies
with the new job grading scale and the creation of career paths. The Committee members approved the progress of the work
and submitted a relevant recommendation to the Board of Directors. The project is expected to be completed by the end of 2024.
b. The "Employee Engagement Survey" project, for which the Company enlisted the support of the consulting firm Great Place
To Work following a project tender. The objective of the conducted survey was a) to assess the work environment and b) to
create an internal communication tool that would contribute to the adoption of best practices and the development of corporate
identity and culture, which would serve as the basis for implementing the Company's strategic plan to become an "employer of
choice." The Committee extensively discussed the methodology, characteristics, and benefits of the project, such as
transparency, objectivity, cost efficiency, as well as the improvement of issues related to staff performance.
c. The Policy for Selection & Appointment of Senior Management Executives, and the Policy for Recruitment & Selection of
Personnel. Both policies are expected to be completed by the end of 2024.
The members of the Remuneration and Nomination Committee also discussed and were informed about the Company's efforts
to fill the position of Chief of Staff, which was implemented with the assistance of the consulting firm Egon Zehnder. The
Remuneration and Nomination Committee, considering the job description and responsibilities of the position, as well as the CVs
of the most suitable candidates, pre-approved Ms. Fotini Ioannou for the position and agreed on her remuneration. Ms. Fotini
Ioannou assumed her duties on June 12, 2023.
Training of Board Members
In the context of the training of the Board members, during 2023 two training programmes were completed (via an online
platform) on the following topics of Regulatory Compliance: a) anti-corruption and b) whistleblower channel.
The Remuneration and Nomination Committee informed the Board about its work in the year 2023.
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1.4 AUDIT, RISK AND INTERNAL AUDIT
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.
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 includes 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, which is included as a separate part in the management report.
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Principle O: Determining and managing risks
The Board defines the strategy and is informed on significant risk factors such as 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:
i. Identification and assessment of risk factors
ii. Planning of the risk management policy
iii. 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 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.
Additional information is included below, under Provision 29.
Provision 24 Audit committee composition
At the AGM of 15 June 2021, the shareholders decided that the Audit Committee shall be a committee of the Board of Directors,
which shall consist from three independent non-executive members whose term of office shall be the same as their term in the
Board of Directors.
The Committee members as a whole have sufficient knowledge in the sectors in which the Company operates and at least one
of its members has proven sufficient recent knowledge in auditing and accounting and is required to attend the meetings of the
Committee concerning the approval of financial statements.
The assessment for the selection of the candidate Committee members is conducted by the Board of Directors, on the
recommendation of the Company’s Remuneration and Nomination Committee.
The Committee has a Secretary, which cooperates with the Corporate Secretary and is responsible for supporting the operation
of the Committee in general, including the keeping of the minutes and the proper implementation of the Committee meetings.
The Committee Chair is appointed by the committee members. The chair of the Board cannot be a member of the Committee.
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Composition and meetings of the Audit Committee in 2023
Composition of the Audit
Committee
Status
Meetings during 2023
(01.01.2023-31.12.2023)
Total number 13
Attendance rate of
meetings
Alexios Pilavios
Chairman
13/13
100%
Konstantina Mavraki
Member
13/13
100%
Anthony Bartzokas
Member
13/13
100%
Note: The term of office shall be four years, which shall be extended until the first ordinary general meeting following the expiry
of the term of office.
Attorney Mrs Vassiliki Prantzou is the Committee’s Secretary.
The AGM of the Company's shareholders of 2021, in accordance with the provisions of article 44 of Law 4449/2017, as amended
and in force, decided that the Committee will be a committee of the Board of Directors, which will consist of three independent
non-executive members of the Board of Directors. Following the AGM of 2022 at which the Board of Directors of the Company
was re-elected, the General Meeting appointed Mr. Alexios Pilavios, Ms. Konstantina Mavraki and Mr. Anthony Bartzokas as
members of the Audit Committee. The Audit Committee was constituted as a body and re-elected Mr Alexios Pilavios as its
Chairman.
Provision 25. Role of the audit committee
The Audit Committee assists the Board of Directors in fulfilling its oversight responsibilities on the audit procedures to ensure
compliance with the legal and regulatory framework regarding:
(a) financial information;
(b) the System of Internal Controls, including the Internal Audit Division, the Risk Management Function, and the Regulatory
Compliance Function; and
(c) supervision of the (external) statutory audit of the Company's individual and consolidated financial statements.
The main responsibilities of the Audit Committee are:
i. to monitor the financial reporting process with the view to ensure its integrity;
ii. to monitor the effectiveness of the Company’s system of internal controls, quality assurance and risk management and,
where appropriate, of the Internal Audit Division as regards financial information (without impairing the independence of
this Division and in accordance with the applicable legal and regulatory framework), as well as to have the day-to-day
responsibility for management of the System of Internal Controls (the Board of Directors has ultimate responsibility for the
effectiveness of the Company’s System of Internal Controls);
iii. to review and approve the role and mandate of the Internal Audit Division, approve the annual internal audit plan and
monitor, inspect and review the effectiveness of the function and work of the Internal Audit Division;
iv. to monitor the statutory audit of the annual and consolidated financial statements of the Company, and in particular its
performance, as well as το review the effectiveness of the audit process, and to oversee the Company's relations with the
statutory auditor (responsibility for the process of selecting the statutory auditor, annual assessment of its qualifications
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and independence, proposals to the Board on the appointment, reappointment and/or removal of the statutory auditor,
etc.).
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 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:
i. 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;
ii. the nature of the non-audit services;
iii. whether the skills and experience of the audit firm make it the most suitable supplier of the non-audit service;
iv. 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
v. the criteria which govern the compensation of the individuals performing the audit.
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The Company's statutory auditors, namely Grant Thornton, were appointed for the first time by the resolution of the Annual
General Meeting of Shareholders of 25/06/2003. Since then, their appointment has been continuously renewed for a total
period of 21 years based on the resolutions adopted annually by the Annual General Meeting of Shareholders.
The Internal Audit Division is functionally independent and is not subordinate to any other organizational unit of the Company.
The head of the Internal Audit Division is appointed by the Board of Directors upon recommendation of the Audit Committee.
The Audit Committee ensures the functioning of internal control in accordance with the International Standards for the
Professional Practice of Internal Auditing by engaging the services of an external assessor for the annual re-certification of the
operation of the Internal Audit Division based on the Internation Professional Practices Framework (IPPF) as well as the
continuous improvement of its services. The Audit Committee reviews and approves the role and mission of the Internal Audit
Division, approves the annual audit plan, and monitors, inspects, and examines the effectiveness of the operations.
Furthermore, regarding the Compliance Division, the Committee examines the implementation and execution of the Company's
compliance program, including the program for the protection of personal data, reviews and approves the annual compliance
program, examines significant legislative and regulatory issues and developments and their expected impact on the Company's
operation, and examines significant findings of the Compliance Division and the measures taken or to be taken to address them.
Further information on the remit, responsibilities and the modus operandi of the Audit Committee are available in the
Committee’s Terms of Reference, which have been released in the Company’ s website www.mytilineos.com at the following
address: https://www.mytilineos.com/who-we-are/governance/corporate-governance/committees/.
Provision 26. Reporting on the audit committee
The activities of the Audit Committee are included in detail in Chapter 5 of the 2023 Annual Report.
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 Management 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. The
directors state that they consider the annual report and accounts, taken as a whole, as fair, balanced and understandable.
Provision 28. Risk assessment
Financial and non-financial risk assessment for the year 2023 is provided in the Annual Report of the Board of Directors.
Provision 29. Risk management and internal controls
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 Division. The above allow the Board to form a detailed opinion of the effectiveness of the systems.
The elements comprising the Internal Control System are as follows:
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i. Governance Framework: Designed to ensure high-quality information and effective decision-making, clarity,
accountability, transparency, and efficiency.
ii. Strategic Framework: Includes the purpose, objectives, and values of the enterprise and serves as the basis for all
activities within the Risk Management Framework.
iii. Risk Management Framework: This framework supports each Business Unit in managing its risks and contributes to the
relevant reporting to the Board of Directors. The framework is supported by the fundamental principle that everyone in
the Company is responsible for risk management.
iv. Assurance Framework: An extensive program of controls and assurance activities independent of the day-to-day
operations of the Business Units and corporate functions. It consists of Internal Audit, Regulatory Compliance, Quality
Assurance, Health and Environment Systems.
v. Standards and Quality Framework: Defines the expected standards and guiding principles to be followed to achieve the
Company's purpose.
Within 2023, the Company's Enterprise Risk Management Framework (ERM) was defined and approved by the Board of
Directors to ensure proper oversight of the Company's risk management function. The implementation of this project, for which
the Company enlisted the assistance of the external consulting firm McKinsey, was initiated by the Non-Executive Members,
with the Lead Independent Director, Mr. Ioannis Petridis, appointed as the head of the Steering Committee for the development
of the Enterprise Risk Management Framework.
The three key areas in risk management are a) determining risk appetite and risk strategy, b) establishing a risk culture, and c)
ensuring the effective operation of the three lines of defense. Risk management pertains to the second line of defense.
The approved risk management framework of the Company includes the following five stages:
a) Identification and categorization of risks, which involves detailed risk categorization and the development of risk appetite
levels for each of the 32 identified risk subcategories;
b) Risk assessment, which includes the assessment process according to industry standards and the establishment of clear
definitions of assessment criteria;
c) Risk hierarchy approach and risk treatment, involving the prioritization and detailed description of risks;
d) Risk monitoring and development of Key Risk Indicators as part of the evolution of ERM within the Company
e) Risk management and reporting for reporting and presentation purposes.
The Company's annual risk report complies with best practices and is conducted through a top-down assessment by the heads
of various dimensions for each risk subcategory. The dimensions evaluated are:
i. Potential impact (economic, HSE, and reputation);
ii. Likelihood of occurrence;
iii. System of Internal Control.
The results of the 2023 business risk assessment are summarized as follows:
i. the relatively high levels of risk acceptance for financial risks and market risks reflect the Company's vision and strategy,
as well as the areas where the Company emphasizes, while
ii. the lower levels of risk acceptance for legal and regulatory risks, compliance risk, operational risk, and strategic risk
reflect the almost zero risk the Company is willing to expose itself to in these categories of risks.
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Regarding the assessment of the adequacy and effectiveness of the Company's Internal Control System ("ICS") and its significant
subsidiary, the Company, by resolution of its Board of Directors, entrusted Grant Thornton Chartered Company of Business
Consultants (Independent Auditor) as of 31/12/2022, in accordance with the provisions of para. 3 and para. 4 of article 14 of Law
4706/2020 and Resolution 1/891/30.09.2020 of the Board of Directors of the Hellenic Capital Market Commission, as applicable.
The work of the Independent Auditor was performed in accordance with the International Standard on Assurance Engagements
3000 Assurance Engagements Other Than an Audit or Review of Historical Financial Information. Grant Thornton's conclusion,
which is included in the final report assessing the adequacy and effectiveness of the ICS dated 14/02/2023 states the following:
“Based on our work performed, as described above in the Scope of Work Performed paragraph, and the evidence obtained, on
our assessment of the adequacy and effectiveness of the ICS of the Company and its significant subsidiary as at the reporting date
of 31 December 2022, nothing has come to our attention that might be considered a material weakness in the ICS of the Company
and its significant subsidiary in accordance with the Regulatory Framework.”. The same report on the “Scope of Work Performed”
states the following: “Our work is based exclusively on the assurance procedures provided for in the Program, which was designed
with the purpose of assessing the adequacy and effectiveness of the ICS of the Company and its significant subsidiary in accordance
with the Regulatory Framework, on 31 December 2022, in order to identify any material weaknesses in the ICS. A material
weakness in an ICS is a deficiency, or a combination of deficiencies in the ICS controls in terms of their design or effectiveness,
such that there is a reasonable possibility that a significant risk identified by the Company’s management will not be prevented
or detected on a timely basis (in compliance with the provisions of the Regulatory Framework and related to the operation of the
Company and its significant subsidiaries. Pursuant to the Company’s policy included in its Internal Regulation Code, the Company’s
Board of Directors decides on the scope of the engagement”.
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 separate viability statement. The annual report includes an assessment of the going concern
activity for a period of 12 months from the date of the financial statements as well as an analysis of the risks to which the Group
is exposed, with a list of the actions that limit them, as well as sensitivity analyses to various variables. In combination, the above
disclosures provide information on the viability of the Group and are in line with both the accounting framework followed
(International Financial Reporting Standards) and the requirements of Greek Legislation regarding the obligations and
responsibilities of the members of the Board of Directors and those responsible for the preparation of the annual report.
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1.5. REMUNERATION
Principle P: Long-term focused remuneration
The Board Remuneration Policy was approved in its original form by the AGM’s resolution of the shareholders of Mytilineos dated
June 24, 2019 and has been amended by virtue of the AGM’s resolution of the shareholders dated June 15, 2021. 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.
Following the expiration of the validity of the initial Remuneration Policy, which had a duration of 4 years, a new Policy was
approved by the Extraordinary General Meeting of Shareholders on April 10, 2023, in accordance with the Company's Articles of
Association, which stipulates that the Company submits the Remuneration Policy for approval at the General Meeting every four
[4] years. The new Policy, which was also prepared in accordance with current EU and Greek law, is valid for four [4] years from
the date of its approval, unless it is revised and/or further amended earlier, pursuant to another decision of the General Meeting.
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, it takes into consideration the provisions of the Company’s articles of association, the UK 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:
i. 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.
ii. Differentiating the level of remuneration, both fixed and variable, according to the size of the role and the contribution
of Executive Members to the Company's results.
iii. 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.
iv. Ensuring the long-term performance and sustainability of the Company over time and aligning with the interests of
shareholders through rewarding Executive Board Members with shares. Encouraging behaviors that align with the
purpose, values, and philosophy of the Company.
v. Determining remuneration based on the principle of equal pay for work of equal value in alignment with the provisions
of Directive (EU) 2019/878.
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Short-Term Incentive Plan
Form of compensation
Cash
Value determination (on-target performance)
Up to 50% of the annual variable remuneration cap
Criteria
Financial and non-financial criteria (financial
criteria are given greater weight)
Personal performance (weighting percentage up to
20%)
Maximum performance Scenario
CEO: Up to 250% of up to 250% of Fixed Pay
Other Executive Members of the Board of Directors: Up to
150% of Fixed Pay
Long-Term Incentive Plan
Form of compensation
Shares or in cash equivalent. In case this is delivered in cash
equivalent, the Executive Director is required to buy
Company shares at 30% of total value granted and hold
them for 2 years.
Criteria for vesting
TSR relative to FTSE/ATHEX Large Cap excluding
banks
Earnings per share (EPS) as an absolute measure.
Personal performance over a period of 3 years to qualify for
compensation.
Value of shares or equivalent in cash for maximum
performance level
CEO: Up to 290% of Fixed Pay
Other Executive Members of the Board of Directors: Up to
150% of Fixed Pay
Vesting Period
30% on year 4, 30% on year 5, 40% on year 6
Non-Executive Directors
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 or other benefits provided to the non-executive Chairman or Non-
Executive Directors.
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Independent Non-Executive Board Members do not receive remuneration for any reason other than their participation in the
Board or its Committees.
Reasonable business expenses incurred by the Non-Executive Directors in carrying out their duties may be reimbursed by the
Company such as travel and accommodation expenses for participation in Board meetings, attendance at training programs, and
the purchase of relevant training materials, according to the Company's policy at the time, to ensure that the executive is
informed about any relevant issues.
The complete remuneration policy document is available on the Company’s website at https://www.mytilineos.com/investor-
relations/general-meetings/?page=2 .
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 the Remuneration Policy, which has been
recommended to and approved by the Board of Directors by virtue of a resolution dated 8 March 2023.
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 GM of Shareholders.
The Committee considers 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 the Remuneration 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
As mentioned under Provision 17, the Company has a combined Remuneration and Nomination Committee which examines
and processes issues pertaining to: (a) the remuneration of Board members (the “directors”) and of senior and other executives;
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and (b) the suitability of existing and candidate directors, within the scope of its remit under these Terms of Reference. The
Committee revisited its Terms of Reference, which were approved and put into effect by the Resolution of the Board of Directors
dated 26.07.2021, following relevant proposals submitted by the Committee.
The remuneration responsibilities of the Remuneration and Nomination Committee include the following:
i. to propose the Remuneration Policy to the Board, which shall then be submitted for approval at the General Meeting
of the Company’ s Shareholders, as well as the framework for the type and amount of remuneration of the directors
(particularly that of the Chairman of the Board, the Chief Executive Officer and the executive directors), and the type
and amount of remuneration of senior management who are members of the Executive Committee; and to formulate
proposals to the Board regarding the remuneration of the other Company executives, in particular of the head of the
Internal Audit Division;
ii. to determine the policy for and scope of pension arrangements for executive Directors;
iii. to review the appropriateness and relevance of the Remuneration Policy for Directors;
iv. to propose the annual Remuneration Report to the Board.
The Committee Chair informs the Board regarding the Committee’s work on all matters falling within its remit and the manner
in which it has fulfilled its duties; submitting a report in this regard in accordance with the UK Corporate Governance Code,
which the Company implements.
The Committee Chair has served on a remuneration committee for 15 months prior to his appointment. The Chairman of the
Board may be a Committee member only if they are an independent non-executive Director on appointment as Chairman of
the Board. In any case, the Chairman of the Board cannot chair the Committee.
The Remuneration and Nomination Committee was constituted into a body, under its current composition, by the resolution of
the Board of Directors of the Company dated 02.06.2022 and is composed of three (3) Independent Non-Executive Members of
the Board of Directors.
The Remuneration and Nomination Committee meets regularly and informs the Board following each meeting.
Information on the composition, meetings and activities of the Remuneration and Nomination Committee during the year 2023
are listed below.
Composition and meetings of the Remuneration and Nomination Committee in 2023
Composition of the
Remuneration and Nomination
Committee
Status
Meetings in 2023
Attendance rate of
meetings
Ioannis Petridis
Chair
5/5
100%
Emmanouil Kakaras
Member
5/5
100%
Konstantina Mavraki
Member
5/5
100%
Note: The term of office shall be four years, which shall be extended until the first ordinary general meeting following the expiry
of the term of office.
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The Committee’ s Secretary is the Company Secretary Mrs Leda Condoyanni, with Mr. Panagiotis Psarreas as her Deputy
Company Secretary.
Further information on the remit, responsibilities and the modus operandi of the Remuneration and Nomination Committee are
available in the Committee’s Terms of Reference, which have been released in the Company’ s website www.mytilineos.com at
the following address: https://www.mytilineos.com/who-we-are/governance/corporate-governance/committees#section4.
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. However, the Committee recommends the Remuneration Policy to the Board for approval and the Board submits the
Remuneration Policy to the General Meeting of Shareholders for approval. Any matter submitted for approval by the General
Meeting of Shareholders shall be approved by the Board.
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.
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 Company is considering the possibility of
establishing a remuneration and benefits policy for employees.
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. According to the
current Remuneration Policy, it is clarified, on the one hand, that no variable remuneration based on performance, retirement
program, or other benefits are provided to the non-executive Chairman or Non-Executive Board Members. On the other hand,
Independent Non-Executive Board Members do not receive remuneration for any reason other than their participation in the
Board and/or its Committees.
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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 new 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 Law 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 4, 30% in year 5 and 40% in year 6. The Company considers
that through these vesting periods and the gradual attribution of the shares, the purpose of Provision 36 of the UK Corporate
Governance Code is achieved. 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 both the short-term as well as the long-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
Providing a competitive retirement program for all employees with the aim of attracting and retaining suitable talents. During
2023, the Company worked on creating a Pension Fund, but the work was halted due to impending legislative changes regarding
the operation of Pension Funds in Greece. The Company decided that regardless of the final configuration of its pension program,
in which Executive Board Members would be eligible to participate with a maximum company contribution limit of up to 15% of
fixed compensation for Executive Board Members, it would pay employer contributions to beneficiaries retroactively from
September 2023.
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.
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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 current legal requirements in the Board Remuneration Policy.
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.
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 short-term 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 during 2023 five (5) meetings. All members of the Committee attended all
the meetings.
Remuneration Policy
The Committee discussed, with the assistance of an external consultant company (KornFerry) and the Human Resources
Division, the new 2023 Remuneration Policy in view of the expiration of the four-year duration of the previous Remuneration
Policy, which was approved by the Ordinary General Meeting of the Company's shareholders on June 24, 2019, and
subsequently amended by the General Meeting of shareholders on June 15, 2021. The aim of the new Policy is, as with the
previous one, to support the Company's strategy and mission to create value for its shareholders, business partners, employees,
and the Greek economy. According to the existing legislation and the EU Directive on shareholders' rights, which was
incorporated into Greek law by Law 4548/2018, this Remuneration Policy contributes to the operational strategy, long-term
interests, and sustainability of the Company by providing fair and appropriate levels of fixed remuneration, balancing short-
term and long-term variable remuneration according to each member's role, and aligning members' remuneration with the
Company's long-term performance and sustainability, and those of its shareholders.
The Committee members unanimously approved the Policy, which was subsequently submitted for approval to the Board of
Directors and the General Meeting of the Company's Shareholders.
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Study "Benchmarking Board Members' Remuneration 2023"
The Committee sought the assistance of an external consulting firm (KornFerry) both to review the Peer Group, taking into
account the dynamic evolution of the Company and its geographical footprint, and to conduct a study with comparative data
and information regarding the remuneration of members of the boards of directors of the Peer Group. The Reference
Companies were redefined, and the Committee submitted a relevant recommendation to the Board of Directors. Additionally,
the study was presented by the consulting firm to the Committee and, after discussion among the members, was submitted for
approval to the Board of Directors. The study was taken into consideration by the Committee during the discussion regarding
the determination of board remuneration for the year 2023.
Annual variable remuneration, performance criteria, and achievement of goals for 2022 for the Executive Members of the
Board of Directors
During 2023, with the assistance of an external consulting firm (KornFerry) and the Human Resources Division, the Committee:
a. Thoroughly discussed, examined, confirmed, and approved the achievement of the 2022 goals regarding the one-off share
plan for Executive Members, excluding the CEO.
b. Was briefed on and examined the progress of the implementation of the five-year Long-Term Incentive Plan (LTIP) for the
CEO, the Executive Members of the Board, and the Senior Management, based on the indicators set for 2021 and 2022. These
indicators included: a) the Total Shareholder Return (TSR) index, including dividend yield, compared to the FTSE/ATHEX Large
Cap Index, excluding banks, and individual performance indicators, and b) Earnings Per Share (EPS) as an absolute measure.
c. Examined the criteria and confirmed the achievement of the goals for the LTIP programs of 2021 and 2022, based on the
Company's financial data, and approved the beneficiaries of the program.
d. Reviewed and confirmed the achievement of corporate, non-financial, operational, and personal goals for the year 2022 (STIP
2022) for the Executive Members of the Board and determined the annual variable remuneration based on performance criteria
following a proposal from the Human Resources Division.
e. Reviewed the annual evaluation of the Chairman and CEO, led by the Chairman of the Committee in his capacity as Lead
Independent Director. Confidential feedback from all Non-Executive Members of the Board, including the First Vice-Chairman,
as well as Committee members, was taken into account for the evaluation. The assessment covered various areas of the CEO's
responsibilities, including Strategy, Organization, Board Effectiveness, Progress on Environmental, Social, and Governance (ESG)
matters, achievement of the 2022 financial goals, and stock performance.
For all the above, the Committee submitted a relevant recommendation to the Board of Directors.
Remuneration Report of the members of the Board of Directors for the year 2022
The Remuneration Report of the members of the Board of Directors of the Company for the year 2022 was drafted by the
Committee with the assistance of an external consulting firm (KornFerry) and the Human Resources Division, in accordance with
the applicable legislation and the EU Directive on shareholder rights, which was incorporated into Greek law by Law 4548/2018.
For the drafting of the 2022 Remuneration Report, consideration was given to the consultation of the European Commission of
March 1, 2019, regarding the guidelines for the standardized presentation of the Remuneration Report under Directive
2007/36/EC. External auditors (certified auditors) prepared a relevant report on the conduct of agreed procedures
https://www.mytilineos.com/media/qh4hhjbg/item_3a_gt_remuneration_report_myt_eng_2022.pdf .
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The report describes how the 2019 Remuneration Policy, as amended in 2021, was implemented, taking into account the key
principles of remuneration, the design of remuneration, as well as the performance achieved at both the Company and executive
levels during the year 2022. The report also outlines how the opinions of significant institutional investors of the Company were
taken into consideration, as derived from the dialogue with shareholders that took place during 2022 (Corporate Governance
Roadshow).
The Committee ensured that the remuneration of the Executive Members of the BoD is aligned with MYTILINEOS' business
strategy and supports it. This alignment is achieved as the strategic business objectives serve as the basis for determining the
financial and strategic individual objectives of the Executive Members of the BoD.
The Report was submitted to the BoD for approval and to the General Meeting of June 1, 2023, for advisory voting and received
positive votes at a rate of 65.90%
https://www.mytilineos.com/media/rhvltqxr/voting_results_of_the_annual_general_meeting_01_06_2023.pdf
Further information on this matter is included under Provision 4.
Approval of targets for the year 2023
The Committee thoroughly discussed and approved:
a. The LTIP (Long-Term Incentive Plan) targets for the year 2023. The criteria set for the long-term incentive program are: a)
Total Shareholder Return (TSR) index including dividend yield TSR relative to the FTSE/ATHEX Large Cap Index, excluding Banks,
weighted at 50%, b) Earnings per share >= €2.90 weighted at 50%, and c) Average individual performance appraisal for 2022,
2023, 2024 >= 85%.
b. The targets for the one-off share plan for the Executive Members of the BoD, excluding the CEO, and Senior Management for
the year 2023. The criteria set for the one-off share plan for 2023 are: a) EBITDA = €823 million for 2023 and b) Net income =
€466 million for 2023.
c. Performance criteria for annual variable remuneration for the year 2023 (STIP 2023) and the mechanism for calculating annual
variable remuneration (Mechanism for calculating STIP N-1) for the Executive Members of the BoD, the Senior Management (N-
1), and the management (N-2). Specifically, performance criteria for N-1 and N-2 are distinguished into three categories: i) BU
(EBITDA, Op. Cash Flow, Group ESG KPIs), ii) Individual targets (Operational/Financial KPIs, Human Capital Index), and iii)
Individual Performance Rating (scale 1-4).
Additionally, there are two more categories of criteria: a) Group gate/Group targets (EBITDA, Net Income, Op. Cash Flow) and
b) ESG KPIs (CO2 emissions/million € of Revenue, Lost time injury rate (LTIR), Total amount of monetary losses from legal
proceedings with charges of bribery, corruption, and anticompetitive practices), with equal weighting of 20%. Particularly
regarding the ESG criteria, which aim to sensitize the entire Company to ESG issues, it was emphasized that it is very important
to recognize and incorporate ESG criteria concerning proper environmental and social practices.
For the above matters, the Committee subsequently submitted a relevant recommendation to the Board of Directors.
Pension Program
During 2023, the Committee discussed the establishment of a pension program, specifically addressing the following key
parameters: a) pension vehicle, b) contributions, c) participation rights, d) conditions for receiving benefits, e) linkage to financial
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metrics, f) promotion of participative culture, as well as the implementation timeline. However, the work was suspended due to
impending legislative changes related to the operation of Professional Pension Funds in Greece.
Performance Management System for Senior Management N-1 (Performance Management)
The Committee extensively discussed the performance management system for Senior Management N-1 and Management N-2,
as well as other levels (N-3) (Performance Management), as proposed by the Human Resources Division. Specifically, the purpose
of the process, the evaluation stages per level, the approach chosen for project implementation, the timeline of actions, the skill
framework of the evaluated executives, as well as the rating scale of the evaluation were discussed.
The process of linking performance to variable compensation and the potential salary increase will be completed in April 2024.
The management system was unanimously approved by the Committee, which submitted a relevant recommendation to the
Board of Directors.
Determination of Annual Fixed Remuneration for the CEO for the Year 2023
The Committee discussed the fixed remuneration of the CEO for the year 2023. According to the Company's 2023 Board of
Directors Remuneration Policy, fixed remuneration is provided for Executive Members of the Board of Directors as part of their
total remuneration. The Committee members unanimously decided on the amount, as reflected in the 2023 Remuneration
Report, and deemed it reasonable and fair remuneration for Mr. Mytilineos as the CEO of the Company for the year 2023. The
Committee submitted a relevant recommendation to the Board of Directors.
Remuneration of the Internal Audit Director
The Remuneration and Nomination Committee, taking into consideration the recommendation of the Audit Committee, discussed
a) the annual evaluation of the Head of the Internal Audit Division and b) the assessment of the achievement of her individual
goals for the year 2022, in accordance with corporate policy, and submitted a relevant recommendation to the Board of Directors.
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2.1. ROLE AND RESPONSIBILITIES OF THE BOARD
2.1.1. Acting collectively, the Board of Directors is entrusted with the governance, i.e. management and representation, of the
Company and has authority to decide on all matters relevant to the administration of the Company, management of the
Company’s property and the pursuit of the object of the Company, except for those matters which under the law or under the
Articles of Association fall within the exclusive authority of the General Meeting, with the aim of strengthening the Company’s
economic value and profitability, of promoting its long-term sustainable success and of safeguarding the Company’s interests.
The Board is furthermore entrusted with the full and effective control of the Company business and acts in conformance with the
provisions of law, the Company’s Articles of Association and the Terms of Reference of the Board of Directors.
The Board of Directors holds a meeting whenever the law, the Articles of Association or the needs of the Company so dictate. It
is the Company's practice that the Board of Directors meets regularly at least once per month, and several times on an
extraordinary basis whenever important issues arise or there is a need for immediate decision-making. 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 Regulation, the main responsibilities of the Board of Directors
include, indicatively, the following:
i. 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.
ii. 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.
iii. Managing and disposing of the Company’s assets as well as representing the Company judicially or extra-judicially.
iv. 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.
v. Monitoring the effectiveness of the Corporate Governance principles, based on which the Company operates, and
making the necessary changes when needed.
vi. Defining the strategy and the risk management policy of the Company.
vii. Selecting, managing and developing the Company’s senior executives and defining the policy for their remuneration.
viii. Appointing an internal auditor and defining his/her remuneration.
ix. Making a brief presentation of the proceedings to the General Meeting of the Company’s shareholders.
x. Preparing annual reports which state in detail all the transactions between the Company and its associated
companies in accordance with the applicable laws.
xi. 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.
xii. The definition and supervision of the implementation of the Corporate Governance System and the monitoring and
evaluation periodically at least every three (3) financial years of its implementation and effectiveness.
II. COMPOSITION AND FUNCTIONING OF THE BOARD OF DIRECTORS
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xiii. To ensure that the Company's System of Internal Control is adequate and effective, and that the functions that
make up the System of Internal Control are independent of the business areas they control, and that they have the
appropriate financial and human resources, as well as the authority to operate effectively, as required by their role.
2.1.2. The Executive Members of the Board are entrusted in particular with the following responsibilities,:
i. Implementing, in cooperation with the competent senior management, as appropriate, the strategy determined by the
Board;
ii. consulting regularly with the non-executive members on the appropriateness of the strategy being implemented;
iii. assisting the CEO in the latter’s communication with the Board members; and
iv. discharging such other specific responsibilities as may be determined by resolutions of the Board.
Executive members should accept constructive criticism from non-executive members as an important sign of good
governance and encourage non-executive members in this respect, based on their broader experience outside the Company.
2.1.3. The Non-Executive Members of the Board, including the independent non-executive members, act in a supportive manner
to improve the Board’s functioning based on their knowledge and experience. In particular, they have the following obligations:
i. To monitor and review the Company’s strategy and its implementation, as well as the achievement of its objectives.
ii. To ensure effective supervision of the executive members, including monitoring and reviewing their performance at
individual and collective level.
iii. To consider and express views on proposals submitted by the executive members, based on existing information, and
to participate constructively and critically in the Board’s decision-making.
iv. To provide strategic guidance and expert advice based on their knowledge and experience, and to hold senior
management accountable when they deem it appropriate.
v. To participate (the independent non-executive members), according to their area of responsibility, in the Audit
Committee and the Remuneration and Nomination Committee, as well as in any other committee in which their
participation is provided for by law or is deemed necessary.
The Non-Executive Members should receive high-quality information sufficiently in advance, in order to be able to thoroughly
consider the issues to be discussed prior to the Board meetings and to allow for informed discussions to take place. They should
also seek clarification or amplification from the senior management, where they consider that the information provided is
inadequate or lacks clarity.
2.1.4. Role of the Chair
The role of the Chair is described under Principle F.
2.1.5. Role of the CEO
The CEO, according to the Terms of Reference of the Board of Directors, approved in 2022, sets the tone for the entire Company,
communicates expectations in relation to its system of values and ensures that business policies and practices lead to appropriate
behaviour, and the adoption of the appropriate governance standards throughout the Company. The CEO ensures that the Board
and especially the Independent Non-Executive Members are informed of the senior management’s views on business issues, and
explains in a balanced way any divergence of view prior to the adoption of a final decision. The CEO ensures that the senior
management provides the Board and especially its independent non-executive members with accurate, timely and clear
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information, in a form and of a quality that will enable the Board members to discharge their duties. The CEO has, inter alia, the
following responsibilities:
i. Submits to the Board proposals for the achievement of the objects set forth in the Articles of Association and for
the preparation of the Company’s strategic and operational plan.
ii. Monitors and checks the implementation of the Company’s strategic goals, as well as its day-to-day management,
and sets out the guidelines for the Company’s Business Units and Central Functions. The CEO 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 resolutions of the Board and of the General Meeting.
The CEO participates in and reports to the Board and implements the Company’s strategic choices and major
decisions.
iii. In existing crisis or risk situations, as well as when circumstances dictate the adoption of measures which are
reasonably expected to significantly affect the Company , such as when decisions are to be taken regarding the
development of business activities and the risks assumed, which are expected to affect the Company’s financial
situation, the CEO informs the Board without delay, either jointly with the other executive members or on his/her
own, submitting a relevant report containing his/her estimations and proposals.
iv. Leads the Company’s executive staff and takes all necessary measures to upgrade and make the most of the
potential of its Human Resources, focusing on the principles of integrity, ethical values and sufficient knowledge of
the staff.
v. Discharges all the responsibilities delegated to the CEO by the Board.
2.1.6. Role of the Vice-Chairs
The Non-Executive Vice-Chair A has the following responsibilities and obligations:
i. deputizing for the Board Chair in all of the latter’s responsibilities, when the Board Chair is absent or prevented from
attending;
ii. chairing the procedure concerning the evaluation of the Board;
iii. monitoring and ensuring the smooth and effective cooperation and communication between the Board Committees and
the Board.
The Executive Vice-Chair B has the following responsibilities and obligations:
i. undertaking the specific responsibilities assigned to the Vice-Chair B by the Board;
ii. deputizing for the Board Chair in all of the latter’s responsibilities, when the Board Chair is absent or prevented from
attending and the Vice-Chair A is also absent or prevented from attending.
2.1.7. Role of the Lead Independent Director
The role of the Lead Independent Director is described under Provision 12.
2.1.8. Role of the Company Secretary
The role of the Company Secretary is described under Provision 16.
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2.1.9. Other professional commitments of Board Members
Board Member
Board Role
Non-Executive responsibilities
in other Listed Company
Executive responsibilities in
Unlisted Company
Non-Executive responsibilities in
Unlisted Company
Evangelos Mytilineos
Chairman & CEO
-
-
-
Spyridon Kasdas
Vice-Chairman Α΄- Non-
Executive Member
-
-
-
Evangelos Chrisafis
Vice-Chairman Β΄- Executive
Member
-
-
«GOLDEN SOLAR S.A.»
✓Board Member
GOLDEN YACHTING MARI-TIME
COMPANY OF PLEASURE YACHTS
✓ Vice-Chair
Christos Gavalas
Executive Member
-
CIEL MARE SINGLE MEMBER
PPC
✓ Administrator
Delphi Distomon – MYTILINEOS
Subsidiary company
✓Board Member
Ioannis Petrides
Lead Independent Director
-
-
PUIG S.A.
✓ Board Member
✓Audit Committee Chair
✓ ESG Committee Member
Triton Partners Equity Frankfurt
✓Senior Industry Advisor (*)
CyPet Ltd
✓Board Member
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Panagiota Antonakou
Independent Non-Executive
Member
-
Google S.E. Europe
✓ General Manager
BLUEPIN SINGLE MEMBER PPC
✓ Administrator(*)
-
Anthony Bartzokas
Independent Non-Executive
Member
-
-
National and Kapodistrian University
of Athens
✓ Associate Professor -
Department of Economics
London School of Economics and
Political Science
✓ Visiting Professor in Practice
United Nations University
✓ Professorial Fellow
Emmanouil Kakaras
Independent Non-Executive
Member
-
NEXT Energy Business,
Mitsubishi Heavy Industries
EMEA Ltd
✓ Vice-President
CERTH / CPERI (Centre for Research
and Technology Hellas / Chemical
Process and Energy Resources
Institute)
✓ Academic Staff
National and Technical University of
Athens, Mechanical Engineering
School
✓ Professor
University Duisburg Essen
✓ Academic Staff
Konstantina Mavraki
Independent Non-Executive
Member
-
INGENIOS LTD, UK
✓ Executive Director
First Bauxite LLC
✓ Board Member (*)
Natalia Nicolaidis
Independent Non-Executive
Member
AEGEAN AIRLINES S.A.
✓ Board Member (*)
Dynamic Counsel Ltd
✓ Board Member (*)
-
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✓ Remuneration &
Nominations committee Chair
(*)
✓ Sustainability Committee
Chair (*)
TITAN CEMENT
INTERNATIONAL S.A.
✓ Board Member (*)
✓ Audit & Risk Committee
member (*)
SMCP SA
✓ Board Member (*)
✓ Nomination & Compensation
Committee member (*)
Dimitrios Papadopoulos
Executive Member
-
MYTILINEOS Group
✓ Board Member – MNG
Trading S.A.
✓ Administrator - “Agios
Nikolaos” Single Member PPC
SO & PEN Private Company
✓ Administrator (*)
Mountain and Winter
Getaways
✓ Board Member
SEV – Business Council for
Sustainable Development
✓ Board Member
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Alexios Pilavios
Independent Non-Executive
Member
Trade Estates R.E.I.C
✓Board Member (*)
✓ Audit Committee Chair (*)
-
Alpha Bank Group
✓ Alpha Asset Management S.A.-
Chair
✓ ABC Factors S.A.- Vice-Chair
PLAISIO
✓ Board Member (*)
✓ Audit Committee Chair (*)
V.S. Κaroulias – Single Member SA
✓ Board Member (*)
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2.1.10. Board members and executive management shareholdings (31/12/2023)*
Last name
Name
Title
Position 31/12/2023
Mytilineos**
Evangelos
Chairman and CEO
37.919.549
Kasdas
Spyridon
Vice-Chairman A, Non-executive member
15.300
Chrisafis
Evangelos
Vice-Chairman B, Executive Director of the BoD for Regulatory and Strategic Energy and Infrastructure Matters
66.000
Gavalas
Christos
Chief Treasury & IR Officer
48.839
Papadopoulos
Dimitris
Executive Director, Corporate Governance & Sustainable Development
19.000
Petrides
Yiannis
Lead Independent Director, independent, non-executive member
7.600
Antonakou
Panagiota
Independent, non-executive member
2.000
Kalafatas
Ioannis
Chief Executive Director, Energy
75.000
Karaindros
Elenos
Chief Strategy and M&A Officer
59.000
Bouzali
Vivian
Chief Corporate Affairs & Communication Officer
36.000
Spyrakos
Fotis
Chief Administration Officer & Head of CEO's office
48.287
Stefanidis
Dimitris
Chief Executive Director, Metallurgy
52.000
Selekos
Petros
Group General Counsel
36.000
Note:
Evangelos Mytilineos**
FREZIA LTD
19.201.219
KILTEO LTD
18.718.330
37.919.549
* Includes Indirect shareholdings
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2.2. BOARD PROFILE MATRIX
Name
Status
Committees
Age
Gender
Tenure in office
(as at 31.12.2023)
Business
leadership
Finance
BoD
membership
experience
International
Exposure
Specialisation
Academic
experience
International
Capital
Markets
Evangelos
Mytilineos
Chair & CEO
-
69
M
31 years and 9
months
Metallurgy, Electir
Power & Natural
Gas, EPC
Spyridon Kasdas
Vice-Chair Α΄- Non-
Executive Member
Sustainability
Committee
77
M
5 years and 7
months
Metallurgy, Mines
Evangelos
Chrisafis
Vice-Chair Β΄-
Executive Member
-
60
M
5 years and 7
months
Legal & Regulatory
Affairs, Energy
Dimitrios
Papadopoulos
Executive Member
Sustainability
Committee
62
M
5 years and 7
months
Banking,
Investments
Christos Gavalas
Executive Member
-
58
M
7 months
Treasury, Financial
Markets, Trading
Ioannis Petrides
Lead Independent
Director
Rem Nom
Committee
Chair
65
M
5 years and 7
months
Consumer products,
Audit,
Remuneration
Panagiota
Antonakou
Independent Non-
Executive Member
Sustainability
Committee
49
F
5 years and 7
months
IT, Marketing
Anthony
Bartzokas
Independent Non-
Executive Member
Audit
Committee
62
M
2 year and 7
months
Capital Markets,
Audit, Compliance,
Banking
Emmanouil
Kakaras
Independent Non-
Executive Member
Rem Nom
Committee,
Sustainability
Committee
61
M
5 years and 7
months
Energy
Konstantina
Mavraki
Independent Non-
Executive Member
Rem Nom
Committee,
Audit
Committee
47
F
5 years and 7
months
Finance, Audit, Risk,
Commodities
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Natalia
Nicolaidis
Independent Non-
Executive Member
Sustainability
Committee
58
F
2 year and 11
months
Legal, Risk,
Governance
Alexios Pilavios
Independent Non-
Executive Member
Audit
Committee
Chair
70
M
5 years and 7
months
Asset Management,
Capital Market
Supervision, Banks
SECRETARIAT
Leda Condoyanni
Company
Secretary
Remuneration &
Nomination
Committee
F
5 years and 7 months
Corporate Governance,
Asset Management,
Corporate Affairs
Vasiliki Prantzou
Audit Committee
Secretary
Audit Committee
F
10 years
Legal
Panagiotis Psarreas
Deputy Company
Secretary
Remuneration &
Nomination
Committee
M
11 years
Communication
Georgios Galanis
Sustainability
Committee
Secretary
Sustainability
Committee
M
2 year and 11 months
Sustainable Development
Polytimi Boudali
Deputy
Sustainability
Committee
Secretary
Sustainability
Committee
F
5 years and 7 months
Sustainable Development
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2.3. CONFLICTS OF INTEREST
The Company adopted and implements a Policy and Procedures on Conflicts of Interest, which has been approved by the Board
of Directors by its resolution dated 15.06.2021.
This Policy identifies the circumstances that constitute or may lead to a conflict of interest, while setting out the procedures to
be followed and the measures to be taken to mitigate, manage and resolve any such conflict in case they arise. This Policy
essentially provides directions to the Board of Directors, the Executive Management Team, the management and all employees
of the Company regarding the identification and management of conflicts of interest.
The Company strives to avoid conflicts of interest to ensure that it continues to operate in accordance with its purpose. In any
case, it takes all necessary measures to prevent conflicts of interest and, if such conflicts nevertheless arise, acts immediately for
their management and limitation, providing mitigation and resolution measures and applying the necessary controls, pursuant
to the provisions of the aforementioned Policy.
Each member of the Board of Directors, and any third party the Board has delegated the exercise of powers vested in it, has a
duty of loyalty to the Company and they are expected not to pursue interests of their own that run contrary to the interests of
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. Furthermore, they should timely and adequately disclose to the Company’s
Compliance Division and the other members of the Board of Directors their own interests which may arise from any company
transactions and/or activities of the Company falling within their scope of duties, as well as any other conflict of interest they
may have with those of the Company or an affiliated company. The members of the Board of Directors and of the Executive
Management Team of the Company are required to submit to the Compliance Division of the Company a “Conflict of Interest
Declaration”, as detailed in the aforementioned Policy and in the form attached thereto, at the time of onboarding into the
Company, as well as on an annual basis and should also update it in the course of the year, if required. No member of the
Company’s Board of Directors is allowed to vote on issues for which a conflict of interest exists between him/her (or one of
his/her “relatives” under the meaning of the aforementioned Policy) and the Company’s interest. In such a case, resolutions are
passed by the other members of the Board of Directors.
The Compliance Division of the Company considers and assesses all conflicts of interest disclosed to it and decides on the
measures that may need to be taken to appropriately resolve, mitigate or manage the identified conflicts, informing the person
concerned accordingly. The Compliance Division keeps record of all cases of conflicts of interest that have been disclosed to it
and the decisions it has taken to address them, and, at least annually, it informs the Company’s Audit Committee, of all the above
incidents that have occurred and the decisions taken during the year, by way of submitting a relevant report to it.
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2.4. MEETINGS OF THE BOARD OF DIRECTORS
During 2022, the Board of Directors of the Company held 53 meetings. The table below shows the Board members’ attendance
of the meetings of the Board of Directors and of the Board Committees:
Meetings of the Board of Directors during 2023
Composition of the Board
of Directors
Status
Meetings during 2023
(Total number of 68)
Attendance rate of
meetings
Evangelos Mytilineos
Chairman & CEO
66
97%*
Spyridon Kasdas
Vice-Chairman A’ – Non-
Executive Member
68
100%
Evangelos Chrisafis
Vice-Chairman B’ – Executive
Member
68
100%
Panagiota Antonakou
Independent Non-Executive
Member
68
100%
Emmanouil Kakaras
Independent Non-Executive
Member
68
100%
Konstantina Mavraki
Independent Non-Executive
Member
68
100%
Dimitrios Papadopoulos
Executive Member
68
100%
Ioannis Petrides
Independent Non-Executive
Member, Lead Independent
Director
68
100%
Alexios Pilavios
Independent Non-Executive
Member
68
100%
Natalia Nikolaidi
Independent Non-Executive
Member
68
100%
Anthony Bartzokas
Independent Non-Executive
Member
68
100%
Christos Gavalas
Executive Member (since
01.06.2023)
40
100%
(*) The Chairman and CEO was absent from the discussion and voting on the agenda items of two Board meetings due to a
potential conflict of interest as defined by 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
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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 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 68 minutes of the Board's
meetings during 2023, 62 of them were drafted and were signed by all members of the Board without a prior meeting of the Board
taking place.
2.5. MEETINGS OF NON-EXECUTIVE MEMBERS OF THE BOARD
During 2023, the Non-Executive Members of the Board held eight (8) meetings without the presence of the Executive Members of
the Board, to discuss, among other, the following issues:
Assessment of Adequacy and Effectiveness of the Company's Internal Control System
The Non-Executive Members of the Board of Directors were briefed by the Chairman of the Audit Committee regarding the
results of the assessment of the Adequacy and Effectiveness of the Internal Control System (ICS) conducted by Grant Thornton.
It was reported that no significant weaknesses were identified in the Company's Internal Control System and its significant
subsidiary. Furthermore, a summary report of the assessment was presented, consisting of:
i. Methodology of ICS Assessment
ii. Objects of ICS assessment (control environment, risk management, control mechanisms and security measures,
information and communication system, ICS monitoring)
iii. Analysis of assessment findings (which do not constitute significant weaknesses of the ICS).
Among other points, the Non-Executive Members highlighted the significant importance of this assessment for improving the
Company's operations by enhancing its ICS.
Risk Management Framework
The Non-Executive Members extensively discussed the improvement actions necessary for the Board of Directors to exercise
appropriate oversight of the Company's risk management operations, following the proposal of the Chairman and CEO of the
Company. They deliberated on risk management issues and focused on the importance of documenting risks (risk map) in a
manner that summarizes at an executive level the main risks of the Company, the corresponding key risk indicators (KRIs), the
nature and extent of each of the principal risks the Company is willing to take (risk appetite for each principal risk), along with
corresponding mitigating actions. The ultimate goal is to define the basic principles of oversight and establish the framework
for managing all risks, including financial and non-financial risks, as well as to develop a monitoring and oversight process by
the Audit Committee and the Board of Directors. The Non-Executive Members of the Board of Directors also discussed issues
related to risk management operations and the role of internal audit in this regard, and proposed the necessary actions to the
Board of Directors.
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In accordance with the above, initiated by the Non-Executive Members of the Board of Directors, the Enterprise Risk
Management Framework (ERM) of the Company was defined and approved by the Board of Directors in 2023.
Internal Audit Issues
The Non-Executive Members were briefed and discussed with the Director of Internal Audit on the assessment of the Internal
Audit Division's work, specifically regarding:
i. audit observations that yielded measurable results;
ii. results of monitoring improvement actions proposed by the Division throughout the Company;
iii. summary of significant results from third-party audits;
iv. corrective actions not yet implemented;
v. satisfaction rate of Company staff regarding the audit services of the Internal Audit Division, and
vi. certification and award of the Division for the quality of its services (first time in Greece).
The Non-Executive Members particularly emphasized the importance of documenting and understanding the overall scope of
control and its coverage, the significance of conducting both detective and preventive controls, and the need for further
enhancement of communication between the Internal Audit Division and Management.
Determination of Annual Fixed Remuneration for the CEO for the Year 2023
The Non-Executive Members discussed the recommendation of the Remuneration and Nomination Committee regarding the
fixed remuneration of the CEO for the year 2023. According to the Company's 2023 Board of Directors Remuneration Policy,
fixed remuneration is provided for Executive Members of the Board as part of their total remuneration. The Non-Executive
Members agreed with the Committee's recommendation regarding the amount, as reflected in the 2023 Remuneration Report
for Mr. Mytilineos as the CEO of the Company for the year 2023.
Human Resources Issues
The Non-Executive Members were briefed and discussed with the Chief People Officer regarding the strategy and projects of
the HR Division and the progress of related work. Among other things, the following were discussed:
a. The new organizational structure of the Company within the framework of the Big Two project and the two new sectors of
Energy and Metallurgy, respectively, the method of evaluating the project upon its completion, and the issues to be monitored,
such as, for example, the interaction between subsidiaries and the Company.
b. The succession planning process, which involves executives with teams reporting directly to General Managers and consists
of employees' participation in assessment centers as well as the development of personal development plans.
c. The organizational structure of the Human Resources Division and the actions taken to ensure that all employees are aligned
with the Division's principles.
d. The performance evaluation process, the Company's employee recruitment model, the employee turnover rate, and the
strategy regarding employee retention.
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Compliance Issues
The Non-Executive Members were briefed and discussed with the Director of Compliance for the actions taken regarding the Internal
Reporting Channel (Whistleblowing) and the requirements of the legislation (Law 4990/2022). They focused particularly on the
Internal Reporting Channel Policy (Whistleblowing) developed in accordance with Law 4990/2022 and its scope of application, the
identification and analysis of the main points of the investigation flow of complaints, the whistleblowing platform, the responsible
recipients and monitors of reports, and the authorities responsible for investigating complaints, as well as the training and informing
of employees involved.
2.6. POLICY FOR THE SUITABILITY ASSESSMENT OF THE BOARD MEMBERS
The Company has adopted and implements a Policy for the Suitability Assessment of the Members of the Board of Directors
(Suitability Policy), which has been approved by decision of the General Meeting of 15.06.2021, following the approval of the
Board of Directors by its resolution dated 12.05.2021, and constitutes the set of principles and criteria that apply when selecting,
replacing, and re-appointing Board members, in terms of assessing their suitability on an individual and collective level. This
Policy aims to ensure the quality of recruitment to the Board, its effective functioning and fulfilment of its role, based on the
Company’s general strategy and medium and long -term business goals for promoting its corporate interest.
The Policy for the Suitability Assessment of the Members of the Board of directors is posted on the Company’s website at the
following address: https://www.mytilineos.com/media/xtjc3lwx/suitability_policy_en_26072021.pdf.
The general principles governing the aforementioned Policy include the following:
i. The Company’s Board of Directors should consist of persons of moral standing and good repute, and it should have an
adequate number of members and an appropriate composition, which should reflect the knowledge, skills and experience
necessary to fulfil its responsibilities, according to the Company’s business model and strategy. The Board members should
also commit sufficient time to carry out their duties.
ii. The Company promotes and ensures diversity and adequate representation of gender in its Board, in accordance with the
Diversity Policy and, in general, ensures equal treatment and equal opportunities, as well as that its Board Members wield a
broad spectrum of qualifications and competencies.
iii. Through the induction training program of the Board members, the Company ensures, inter alia, that each member perceives
and understands clearly the Company’s corporate governance arrangements, their respective role and responsibilities, as
well as the Company’s values, its general strategy and structure.
iv. A suitability assessment on an individual and collective level shall be conducted when selecting, re-appointing or replacing a
Member.
The suitability of the Board members is assessed both on an individual and a collective level.
Individual suitability means that a person is considered to have - as a Board member - sufficient knowledge, skills, experience,
independence of mind, good repute and moral standing for the performance of their duties as a member of the Company’ s
Board, for which performance of duties he/she shall also commit sufficient time, pursuant to the said Policy, which establishes
specific criteria for the assessment of all above factors.
Collective suitability means that the Board collectively should be suitable for carrying out its responsibilities and should be
composed in such manner as to contribute to the effective management of the Company and to balanced decision-making.
Board members should collectively be able:
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i. to take appropriate decisions considering the business model, risk appetite, strategy and the markets in which the
Company operates;
ii. to evaluate corporate performance properly;
iii. to support the Company’s Management and provide directions and guidance where and when required; as well as
iv. to monitor and challenge the implementation of the Board’s decisions by the Company’s Management.
The Suitability Policy sets out clear criteria for assessing the collective suitability of the Board as well. For instance, the
composition of the Board should reflect the knowledge, skills and experience necessary to fulfil its responsibilities and the Board
members should collectively have the skills necessary to present their views. In general, all the sectors in which the Company
operates, as well as any other related subject (indicatively, finance and capital markets) should be covered by the Board
collectively, with sufficient expertise among its members.
The Company bears the primary responsibility for identifying shortcomings in both the individual and the collective suitability
of Board members and to this end the Board conducts a self-assessment annually. This suitability assessment is part of the
annual assessment of the Company’s Board, which is conducted by the Remuneration and Nomination Committee. The findings
of this assessment are processed and presented to the Board by its Chair, acting in collaboration with the Lead Independent
Director.
In the context of the Board’s assessment, the Board may, at its discretion and upon recommendation of the Remuneration and
Nomination Committee, decide to have its assessment conducted also by third party consultants, either on a regular or ad hoc
basis.
Apart from the aforementioned regular assessment of the Board members’ suitability, their individual or collective suitability
shall also be assessed in exceptional circumstances, especially in the cases mentioned in the Suitability Policy.
In the event that any Board member no longer meets one or more of the suitability criteria, as described in the said Policy, and
that this affects the Board’s individual or collective suitability, the possibility shall be examined of taking corrective measures to
address the weakness identified.
The Remuneration and Nomination Committee shall keep a record of the results of the suitability assessment, particularly any
weaknesses/shortcomings between the expected and the actual individual and collective suitability, also of any measures taken
to address those deficiencies.
In case that one or more of the suitability criteria ceased to exist in the person of a member of the Board for reasons that this
member could not prevent, even with extreme diligence, the Board shall arrange for their dismissal and replacement within
three (3) months.
2.7. INDUCTION PROGRAMME FOR NEW BOARD MEMBERS The Company has adopted and applies a Training Policy for the
members of its Board of Directors, according to which the Company’s Lead Independent Director, assisted by the Corporate
Secretary, shall ensure:
i. on the one hand, that upon taking up their duties all Board members are provided with a full induction programme,
tailored to their capacity (executive, non-executive, or independent non-executive member) and the tasks assigned to
them; and
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ii. on the other hand, that all Board members update their skills and knowledge on an ongoing basis, in order to effectively
fulfil their duties as members of the Board and its committees, subject to continuous training by the Company for this
purpose, in accordance with the detailed provisions of the Training Policy.
No later than one month following their appointment, new Board members attend an induction programme, whose purpose is
to provide them with information that will be useful in the effective performance of their duties. In particular with regard to
Board members who are members of Board Committees, the induction also includes information on the scope of these
Committees. The training may be provided by any appropriate means and, in particular, in person or remotely, using
synchronous or asynchronous teaching methods, individually or in groups, during or outside working hours, at the Company's
headquarters or elsewhere. Indicatively, online seminars, programmes with physical presence, lectures may be organised.
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.
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Purpose
The Company has established a Sustainability Committee which, in accordance with the Company’ s Internal Regulation and the
Committee’ s own Terms of Reference, which were approved and put into effect by the Resolution of the Board of Directors
dated 15.06.2021, after having been approved by the resolution of the Committee of 26.05.2021, assists the Board of Directors
of the Company in integrating Sustainable Development policies and procedures in the Company’s basic decision-making
processes and operations. The purpose of the Committee is to assist the Board in strengthening the Company’s long-term
commitment to creating value in all three pillars of Sustainable Development (economy, environment and society) and in
overseeing the implementation of responsible and ethical business conduct, evaluated regularly on the basis of its results and
its performance in Environmental, Social and Governance (ESG) matters.
Establishment and composition
The Sustainability Committee was established by the Board of Directors decision of 2.4.2021. The composition of the Committee
is as follows:
i. The Committee shall consist of at least three (3) members, the majority of whom shall be non-executive Board
members and at least two (2) of whom shall be independent non-executive Board members. A third person, not a
Board member, also can be a member of the Committee.
ii. The exact number of members of the Committee shall be determined by the Board, which, moreover shall appoint
the members of the Committee.
iii. The members of the Committee shall appoint the Chair.
iv. In order that they carry out the Committee’s duties adequately, its members as a whole should possess the
required knowledge, skills and/or experience related to the Company’s activity and, in particular, regarding issues
of sustainable development, society and governance (ESG).
v. Following a proposal by the Remuneration and Nomination Committee, the Board shall assess the candidate
members of the Committee.
Unless the Board were to resolve otherwise, the Chair and the members of the Committee shall be appointed for a period equal
to the tenure of the Board, namely for four years.
The Committee shall appoint a Secretary and a Deputy Secretary to support its operations. In case no Secretary is appointed
according to the above, the Company Secretary and the Deputy Company Secretary or his/her deputy shall carry out the duties
of Secretary and Deputy Secretary of the Committee. The Committee Secretary shall be responsible for supporting the operation
of the Committee in general, including the keeping of the minutes and the proper implementation of the Committee meetings.
Meetings
The Committee shall meet at regular intervals, at least three (3) times a year, and extraordinarily whenever required, in order to
carry out its duties effectively.
III. SUSTAINABILITY COMMITTEE
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The meetings of the Committee shall be attended by its members, its Secretary and or the Deputy Secretary, and the Company
Secretary, the latter to assist the Committee in matters of corporate governance. However, at its discretion, the Committee may
invite, whenever appropriate, third parties, within or outside the Company, to attend its meetings.
As required, the Committee may meet jointly with other Board Committees to discuss important matters of mutual interest.
Remit
The Committee has the responsibility to review the domestic and international trends in Sustainable Development annually and
to supervise and monitor the implementation of the Sustainable Development Policy in accordance with the Company’s
strategy. Furthermore, the Committee examines and approves the process to determine the material Sustainable Development
topics validating its results annually, which shall constitute the structure of the Company’s annual Sustainable Development
Report. In addition, the Committee monitors the progress of achieving the carbon dioxide (CO
2
) emissions reduction targets and
the Company’s performance in other material Environmental, Social and Governance (ESG) topics, informing the Board and
proposing corrective actions. The Committee is informed of and evaluates the results of the institution of the Consultation of
Social Partners providing the corresponding directions and examines the Sustainable Development and ESG topics in
combination with the Company’s priorities of communication and management of its reputation, proposing to the Board ways
for the most effective communication of these issues both within and outside the Company. Finally, the Committee evaluates
its own performance and effectiveness on an annual basis and proposes corrective actions if necessary.
Further information on the. remit, responsibilities and the modus operandi of the Sustainability Committee are available in the
Committee’s Terms of Reference which have been released in the Company’ s website www.mytilineos.gr at the following
address: https://www.mytilineos.com/who-we-are/governance/corporate-governance/committees#section7.
Information on the composition, meetings and activities of the Sustainability Committee during the year 2023 are listed below:
Composition of the Sustainability Committee 2023
Composition of the
Sustainability Committee
Status
Meetings during 2023
Attendance rate of
meetings
Sophia Daskalaki-
Mytilineou
Chair
4/4
100%
Dimitrios Papadopoulos
Member
4/4
100%
Panagiota Antonakou
Member
3/4
75%
Spyridon Kasdas
Member
4/4
100%
Natalia Nicolaidis
Member
4/4
100%
Emmanouil Kakaras
Member
3/4
75%
The Sustainable Development Division Director, Mr., Georgios Galanis is the Sustainability Committee Secretary, with the
Corporate Branding & CSR Officer, Ms. Polytimi Boudali being the deputy Secretary.
The Sustainable Development Committee, in the year 2023, met on a regular basis (4 times in total) and discussed the following
topics which fall within its areas of competence: It was informed about the fundamental trends of Sustainable Development and
ESG (Environmental, Social, and Governance). It was briefed on the 2022 performance review and the Company's ESG
(Environmental, Social, and Governance) achievements, as well as the goals for 2023. - Reviewed the content of the 2022
Sustainability Report and, after certifying that it includes all the Material Issues, approved its publication. - Discussed the progress
of the Company's key carbon reduction initiatives and, by extension, its climate targets, and the future impact of its new business
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activities (e.g. operation of a new gas-fired thermal power plant) on them. - It was briefed on the sustainability disclosure
requirements included in the new European Corporate Sustainability Reporting Directive (CSRD) and focused on the key impacts
(operational and organizational) that its implementation will have on the Company - Approved the Double Materiality
Methodology, which involves determining the significant impacts of the Company's activities on Sustainable Development
(impact materiality) on one hand, and the effect of these impacts (taking into account risks and opportunities) on the Company's
financial performance and its ability to generate value (financial materiality) on the other hand, as well as the Materiality Results
for 2023. - Approved the Company's Responsible Supply Chain Policy and the ESG Policy. – It was informed about the initial results
of the implementation of the TCFD recommendations. – It was updated on the research conducted by the EU: Technological
Innovation and ESG. – It was informed about the ESG assessment results of the Company by significant ESG Raters such as MSCI
and S&P Global. - Updated on the evaluation of the 8 Social Programs for 2022-2023, as well as the fundamental structure and
progress of the 2023 Consultation.
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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.
As to the rest, the General Meeting decides on any BoD proposal included in the agenda.
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 statutory auditor of the Company upon the
latter’s request to the Chairman of the Board of Directors, by minority shareholders representing at least one twentieth (1/20)
IV. GENERAL MEETING OF THE SHAREHOLDERS AND SHAREHOLDER’S RIGHTS
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of the paid-in share capital of the Company upon a requisition in this respect 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.
Under a resolution passed by the Board of Directors, the General Meeting may not be held at a physical location, but it may be
conducted entirely remotely through audiovisual or other electronic means, pursuant to the provisions of article 125 of law
4548/2018 and paragraphs 4, 5 and 6 of article 13 hereof, 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.
Except in the case of reiterative general meeting sessions and those assimilated to them, the General Meeting, shall be convened
by notice published, as provided under applicable law, at least twenty (20) clear days prior to the date appointed for its session.
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.
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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 thereat. If such a quorum is not achieved in the first assembly, the General
Meeting shall be held anew within twenty (20) days from the date of the adjourned meeting upon notice of the Board of Directors
at least ten (10) clear days in advance. Such reiterative session is in quorum and validly meets on the items on the agenda
whatever the part of the paid-up share capital represented. A new notice is not required, if the original notice 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.
Until the General Meeting Chairman is elected, the General Meeting is provisionally chaired by the Chairman of the Board of
Directors or, if the Chairman is unable to attend, by his Deputy, as may be appointed by the Board of Directors in a special
resolution to this effect. The Chairman shall also appoint a provisional secretary. 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 vote teller. Resolutions
on these matters are passed by absolute majority 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 HOW TO EXERCISE THEM
Shareholders exercise their rights related to the Company’s administration only by participating in the General Meeting. Each
share entitles the holder to one vote at the General Meeting.
Entitled to participate at the General Meeting is each person that has a shareholder status pursuant to the Dematerialized
Securities Register of the Company, which is kept electronically with the company “Greek Central Securities Depository SA”
(ATHEXCSD), as at the start of the fifth (5
th
) day prior to the day of the original General Meeting session (record date). The
aforementioned record date is also applicable in the case of an adjourned or reiterative session, provided that such adjourned
or reiterative session is not more than thirty (30) days from the record date pursuant to article 124 par. 6 of law 4548/2018. If
this is not the case, or if in the case of a reiterative General Meeting a new notice is published, persons having shareholder
status as at the start of the third day prior to the day of the adjourned or reiterative General Meeting session may participate
at the General Meeting.
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Shareholder status may be evidenced by any means and, in any case, based on the information received by the Company directly
through electronic connection with the registers of ATHEXCSD. 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.
The exercise of the said rights does not require the blocking of the beneficiary’s shares nor the adherence to any other similar
procedure, which limits the possibility of selling and transferring them during the period between the record date and the date
of the relevant General Meeting session.
1. Shareholders who are entitled to participate at the General Meeting may participate and cast their vote either in person or
by proxy. Each shareholder may appoint up to three (3) proxies. Legal entities participate at the General Meeting by appointing
up to three (3) natural persons as their representatives. However, when a shareholder owns shares in the Company, which
appear in more than one securities account, this limitation does not preclude the shareholder from appointing different proxies
for the shares shown in each securities account in respect of a specific General Meeting session. A shareholder may appoint a
proxy for one or more General Meeting sessions and for a specified time period. 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. The appointment as well as the revocation or replacement of the shareholder’s representative or proxy shall be made in
writing and shall be submitted to the Company’s headquarters at least forty eight (48) hours prior to the date appointed for the
General Meeting. The proxy is obliged to notify the Company, prior to the commencement of the General Meeting, of any
specific fact, which might be useful to shareholders, in order for them to assess a possible risk that the proxy might serve
interests other than the shareholder’s interests. 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 of the management of the Company in general 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
The shareholders also have the rights granted to them by law, such as the rights provided for in article 141 paragraphs 2, 3, 6,
7 and 8 of Law 4548/2018, which inter alia include the following:
i) Article 141 paragraph 2 of law 4548/2018: At the request of shareholders representing 1/20 of the paid-up 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 session. 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 session and
at the same time must be also made available to shareholders on the Company’s website, along with the justification or the
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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 sentence 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 session, 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 session.
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 session, 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 shareholder status, as well as the number of shares they own,
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 shareholder status is certified though online connection of the Company with ATHEXCSD.
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The Company has an internal control, quality assurance and risk management system regarding financial information and has
designed appropriate safeguards to monitor the implementation of the system's procedures. The procedures designed and
implemented by the Management and staff to ensure the reliability of financial reporting, the effectiveness and efficiency of
operations and compliance with applicable laws and regulations are further reviewed by the Company's statutory auditors and
any findings that, in accordance with their professional judgement, are of importance are communicated to the Audit
Committee of the Company, which then informs the Board of Directors accordingly.
The Board of Directors reviews on an ongoing and continuous basis the corporate strategy and the main business risks,
particularly in a constantly changing economic and business environment. In addition, it regularly receives progress reports on
the audits carried out by the Audit Committee based on the annual programme of planned audits by the Company's Internal
Audit Division. The above enables the Board to form a comprehensive view on the effectiveness of the Company's systems,
procedures and regulations.
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 Division 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 Division 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.
V. DESCRIPTION OF THE MAIN CHARACTERISTICS OF THE INTERNAL CONTROL SYSTEMS AND RISK MANAGEMENT FUNCTION OF
THE COMPANY IN RELATION TO THE PREPARATION OF THE FINANCIAL STATEMENTS
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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.
VI. DIVERSITY POLICY
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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. It is believed
essential to invest in the development of managerial skills, so that senior executives can manage a potentially multicultural work
environment correctly.
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.
Policy disclosure:
The Policy is posted on the Company's website (www.mytilineos.com ).
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, of the executive management team and
the potential of its senior management executives, its personnel, as well as its administrative staff.
MYTILINEOS Diversity Indicators by gender
and age
2021
GRI Published
2022
GRI Published
2023
GRI Published
Board of Directors
Men
73,0%
73,0%
75,0%
Women
27,0%
27,0%
25,0%
<30 years old
0,0%
0,0%
0,0%
30-49 years old
18,0%
18,0%
16,7%
50-70 years old
73,0%
73,0%
75,0%
>70 years old
9,0%
9,0%
8,3%
Executive Team
Men
92,9%
81,8%
69,0%
Women
7,1%
18,2%
31,0%
<30 years old
0,0%
0,0%
0,0%
30-50 years old
14,3%
9,1%
23,0%
>50 years old
85,7%
90,9%
77,0%
Directors and Officers
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Men
78,8%
76,5%
75,4%
Women
21,2%
23,5%
24,6%
<30 years old
6,1%
8,7%
8,5%
30-50 years old
59,9%
54,8%
56,9%
>50 years old
34,0%
36,5%
34,5%
Administrative employees
Men
63,1%
61,5%
57,8%
Women
36,9%
38,5%
42,2%
<30 years old
14,8%
16,7%
19,3%
30-50 years old
63,4%
61,7%
61,9%
>50 years old
21,8%
21,6%
18,8%
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The Company follows the rules on transparency, independent financial management and the accuracy and correctness of its
transactions, as stipulated by the law.
The Company, with a view to ensuring the correct, secure, transparent and effective conclusion of transactions with related
parties (“RP”) and to assuring the appropriate supervision and control of these transactions, has established and implements the
“Process of Compliance with the Obligations arising from the framework for Related Party Transactions”, which was approved by
a Board resolution dated 22/09/2022.
The purpose of the Process is to specify the rules to be observed for the valid approval, conclusion and execution of a transaction
with an RP, so as to ensure:
i. the balancing of the benefits resulting from the transaction for all the parties involved in it;
ii. the protection of the various interests which may be affected by that transaction; and
iii. the Company's compliance with the applicable legal framework regarding RP transactions.
The Process regulates the Company's transactions with RPs, as such persons are defined in the relevant IFRS, specifies the relevant
Divisions responsible for its implementation and regulates the procedure to be followed in relation to the granting of the required
authorisation and the disclosure to be maintained for related party transactions. Specifically, it is provided that for the Company
to validly enter into a transaction with an S.M., a special authorization is required, which is granted by a final decision of the
competent corporate body, and after the transaction evaluation report referred to below has been submitted and taken into
account.
In particular, it is explicitily provided that for the valid conclusion of by the Company of a transaction with an RP, a special
authorization is required, granted by final resolution of the competent corporate body, adopted after the assessment report of
the transaction, has been submitted and taken into account. The conclusion of an RP transaction without the granting of such a
special authorization is prohibited and is completely void, while criminal sanctions are also provided for in case of violation of the
relevant provisions of Law 4548/2018, in accordance with article 179 thereof. As a rule, the authorization to conclude a transaction
of the Company with a party related to it is granted by resolution of the Board of Directors of the Company. If the BoD resolves
to grant an authorization for the conclusion of a transaction with an RP, it is obliged to publish, immediately after the granting of
that authorization, a relevant announcement. Exceptionally, the competence to resolve to grant an authorization for the
conclusion of an RP transaction may rest with the General Meeting of the Company’s Shareholders. As a prerequisite to assure
the validity of the resolution of the BoD of the Company or of the GM of the Company’s Shareholders to grant an authorization
for the conclusion an RP transaction, such resolution is adopted on the basis of a report submitted by an (independent) certified
auditor accountant or an (independent) audit firm or other independent third party not related to the Company, which assesses
whether the transaction in question is fair and reasonable for the Company and for the shareholders who are not RPs, including
minority shareholders, and explains the assumptions on which it is based and the methods used in its compilation (assessment
report). The Company shall also ensure the observance of the disclosure requirements of Law 4548/2018.
Finally, the Process provides for the steps to be followed for transactions with related parties and the competent General
Divisions/Divisions, the role of the Audit Committee in this regard and the exceptions, i.e. transactions for which neither special
authorisation is required nor the observance of publicity formalities.
VII. RELATED PARTY TRANSACTIONS
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CVS OF THE MEMBERS OF THE BOARD OF DIRECTORS AND THE SENIOR MANAGEMENT
Evangelos G. Mytilineos
MYTILINEOS’ Energy & Metals Chairman and CEO
Evangelos Mytilineos is the Chairman and CEO of MYTILINEOS Energy & Metals, one of Greece’s leading industrial and energy
companies with more than 6,500 direct and indirect employees and strong presence in all five continents.
He is an advocate for corporate governance, bringing a focus on sustainability and innovation, driving improvements in cost,
safety, and quality of operations. Under his leadership, the company reached a consolidated turnover of €5,492 million and
EBITDA €1,014 million in 2023.
Born in Athens, Evangelos Mytilineos holds a BSc in Economics from the University of Athens and an MSc in Economics from the
London School of Economics, while in 2019, he was awarded an honorary doctorate from the Department of Business
Administration and Management at the University of Piraeus.
In 1978, Evangelos Mytilineos took over the family business, which was founded in 1908 and represented metal and steel product
manufacturers. In 1990 he established MYTILINEOS Holdings Group. With strategic acumen, Evangelos Mytilineos expanded the
company’s operations by acquiring the majority shareholding of metal construction company METKA S.A. as well as that of
Aluminium of Greece. Nowadays, Aluminium of Greece stands as the largest fully vertically integrated producer of alumina and
aluminum in the EU. Following MYTILINEOS's recent acquisition of IMERYS BAUXITES GREECE, it has become the largest producer
of bauxite in Europe. In 1995, Evangelos Mytilineos introduced the group to the Athens Stock Exchange, and in the early 2000s,
MYTILINEOS entered the energy sector through Protergia, which today serves as the flagship brand of the company.
Evangelos has led the MYTILINEOS transformation to a green company that creates long-term shareholder value, operating in
Green Metallurgy and Sustainable Energy. He broke monopolies, as the company paved the way for the liberalization of the
Natural Gas market in Greece, since the company was the first private to enter the supply and marketing of natural gas in the
country, ensuring for its customers a safe and competitive supply of natural gas. Evangelos created the second largest energy
producer and supplier after the state owned PPC in Greece. Based on the vertical structure of its operation in the energy sector,
it has created the most integrated energy company, on the way to energy transition. In fact, the portfolio of Renewable Energy
Sources now reaches 14 GW and it is spread into five continents, while the company implements significant investments in this
direction, which exceed 1 billion euros.
In 2021, Evangelos Mytilineos set the ground for a 100% sustainable and green industrial operation. He announced a 30%
emissions reduction target for 2030 and aspiring to reach net zero emissions by 2050 and positioning MYTILINEOS as one of the
first companies in Europe and one of the first industries globally, that embed bold sustainable growth targets in business
operations. In 2022, Evangelos’ transforming the company into MYTILINEOS Energy & Metals set the energy transition and digital
transformation, with sustainable development and the circular economy as the focus of the new strategy that will create further
value and continuous growth.
Evangelos is elected President of Eurometaux, the European association for non-ferrous metals, an industry that is a global best
performer, with a €120bm annual turnover, providing skilled jobs across the EU for 500,000 direct and 3,000,000 indirect
employees. He is also Vice President of Hellenic Federation of Enterprises, that includes 400 of the largest corporations in Greece.
VIII. CVS OF THE MEMBERS OF THE SENIOR MANAGEMENT
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Spyridon D. Kasdas
Vice-Chairman A', Non-Executive Member
He has served as Chairman of the mining company Delphi - Distomon, owned by Mytilineos SA and member of the Board of
Directors of the SEV’s Business Council for Sustainable Development.
During his 48 years professional career in the international aluminium industry, he has served as plant manager of the alumina
refinery and aluminium smelter as CEO and executive member of the Board of Directors of the former listed company Aluminium
of Greece SA, as Smelting Research Manager for the French industrial group Pechiney, as CEO and executive member of the Board
of Directors of the unlisted Australian aluminium smelting company Tomago, as Vice President Technology and member of the
Primary Executive Committee of the French group Pechiney and later on of the Canadian group Alcan. Also, he has served as a
board member of unlisted aluminium production companies, or equivalent bodies for joint ventures, in Sohar Aluminium in Oman
and Alouette Aluminium in Canada. In 2005, the group Mytilineos acquired Aluminium of Greece SA and Spiros Kasdas returned
to Greece and served as CEO and later on as Chairman of the company until its absorption by Mytilineos in 2017.
He holds a degree in Mechanical and Electrical Engineering from the National Polytechnic School of Athens.
Evangelos G. Chrisafis
Vice Chairman B’, Executive Director of the BoD for Regulatory & Strategic Energy & Infrastructure Issues | Chairman, METKA
ATE
Evangelos Chrisafis is a lawyer and holds a degree from the Law School of the Aristotle University of Thessaloniki.
He is Chairman of METKA ATE, Vice Chairman and Executive Member of Mytilineos BoD, as well as Executive Director for
Regulatory and Strategic Energy and Infrastructure matters. From 2009 until 2019, he was the General Manager of Legal and
Regulatory Affairs at MYTILINEOS.
He is a member of the Board of Directors of GOLDEN SOLAR SA.
He was also member of the Board of Directors of ALUMINIUM OF GREECE INDUSTRIAL AND COMMERCIAL SOCIETE ANONYME
and member of the Board of Directors of PROTERGIA POWER GENERATION AND SUPPLIES SOCIETE ANONYME.
In 1989 he enrolled as a lawyer in the registers of the Thessaloniki Bar, until 2008.
By actively practicing law, he gained international experience in all aspects of International and European Economic Law with a
particular emphasis on Competition and State Aid Law and Regulatory Markets Law. Furthermore, he has a wide experience in
energy issues thanks to his rich consulting activity and law practice over the last 20 years.
He speaks English and German. He is married and has two children.
Christos Gavalas
Chief Treasury & IR Officer
Christos Gavalas serves as an executive member of the Board of Directors and holds the position of Chief Treasury & IR Officer at
Mytilineos.
In 2001 he assumes the position of Group Treasurer as a General Manager in MYTILINEOS s.a.
His corporate mandate includes the Financial Risk Management, investor relations, assets & liabilities management, credit risk as
well as the corporate relationship with financial institutions, fund managers and market agencies & counterparts. In this
framework, he is responsible for the planning and implementation of the optimal capital structure and liquidity to support the
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operation and growth of the Group’s activities through the global capital and loans markets. As the head of risk management, he
is designing and implementing risk mitigation strategies for all the different financial group exposures in the global exchanges and
OTC markets.
He is a member of the CEO Cabinet, Financial Committee, Leadership Council and Chairs the Capital Allocation Committee.
His professional career started in the early 90s at the Global Treasury Services of Barclays Bank plc Greece as a corporate sales
dealer supporting the bank’s network and clients with financial products and services. In 1997, he assumed his position as the
Head of Bond and Capital Market Desk and in 1999 he was appointed as the Treasurer & Head of Investment and Trading.
He was also a member of ALCO, Barclays European Treasurers Board as well as of the Greek FOREX Association.
He holds his BSc degree, as an economist, from the Athens University of Economics and Business, specializing in Finance. During
his career he attended numerous courses and seminars in relation to economic, political, and financial global topics. He was also
participated as a speaker in many seminars and conferences for subjects related to his profession and the group.
Dimitrios S. Papadopoulos
Executive BoD Member & Executive Director, Corporate Governance & Sustainable Development
Dimitris Papadopoulos serves as Executive BoD Member and General Manager of Corporate Governance & Sustainable
Development as well as member of the Executive Committee of MYTILINEOS.
He joined Mytilineos Group in 2005 and served as a member of the Board of Directors of Aluminium of Greece SA when acquired
by MYTILINEOS.
He is a member of the CEO Cabinet, Financial Committee, Energy & Metals Committee and Leadership Council.
He is currently Executive BoD member of the subsidiary Company of MYTILINEOS “MNG Trading S.A.” and BoD member of SEV –
Business Council for Sustainable Development.
He started his career in 1988 in the Banking sector, as Capital Markets executive at the Hellenic Bank for Industrial Development
(ETVA). He spent 7 years at SOCIETE GENERALE BANK in Greece, where he served as Greek Head of Investment Banking and
Private Banking, before moving to SIGMA SECURITIES (later PIRAEUS SECURITIES) in 1996, to head the company’s Business
Development and Corporate Finance activities. In 2000 was appointed as CEO and Executive Vice-President of the INVESTMENT
BANK of GREECE (IBG), a start-up financial institution that later merged into Marfin Bank. Before joining Mytilineos Group in
2005, he was CEO of the newly formed REIT of the Hellenic Real Estate Company (KED) the real estate holding company of the
Greek State.
He has been a director in several listed and non-listed companies as well as member of various Investment Committees.
He holds a BA degree in Economics from the George Washington University, Washington D.C. (USA) and an MBA degree in Finance
from the American University, Washington D.C. (USA).
Ioannis G. Petrides
Lead Independent Director, Independent Non-Executive Member
Mr. Petrides is currently a Senior Industry Advisor of Triton Partners Private Equity. He is also a Director on the Board of PUIG SL,
a privately held global player in fashion and perfumes, which owns brands including Nina Ricci, Paco Rabanne, Carolina Herrera,
Jean Paul Gaultier, Dries Van Noten, Uriage and Penhaligons. He also serves as the Chairman of PUIG’s Audit and Compliance
Committee and member of the ESG Committee.
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Mr. Petrides served between 2012 and 2018 as Chairman of the Supervisory Board of Rotterdam-based Refresco B.V., the world’s
largest independent manufacturer of private label beverages and A-brands with pro-forma Revenues of around 5 billion euros
and over 70 manufacturing facilities in Europe and North America. Mr. Petrides led the listing of the Company in 2015 in the
Amsterdam stock exchange.
Until 2016, he also held the position of Chairman of the Board of Largo (parent of Wind Hellas Telecommunications), a major
fixed, broadband, mobile telecommunications and pay-TV operator in Greece. During 2005-2014 he served as Vice-Chairman of
the Board of Directors of the Campofrio Food Group, Europe’s leader in the processed and packaged meat market which was
listed on the Madrid stock exchange. He served as the Chairman of Campofrio’s Audit Committee as well as Chairman of the
Strategy Committee and member of the Remuneration and Nomination Committee.
Mr. Petrides worked for 23 years with PepsiCo Inc. Between 2000-2010 he served as President - Europe for the Pepsi Bottling
Group, significantly expanding the Group’s presence in countries like Russia, Spain and Turkey. He was one of the founders of
PBG, which was spun-off from PepsiCo and listed on NYSE in 19999. Prior to that, he held the position of President of PepsiCo
Spain. He also served as President for PepsiCo Greece/Balkans.
Prior to PepsiCo, Mr. Petrides worked with the Procter and Gamble Company in the Middle East and USA.
He holds a Bachelor’s and Master’s degree with Honours in Economics from Cambridge University and an MBA from the Harvard
Business School. Mr. Petrides is a native of Cyprus.
Panagiota L. Antonakou
Independent Non-Executive Member
Peggy Antonakou is General Manager of GOOGLE Southeast Europe. She served from 2012 to 2019 as CEO of Microsoft Greece,
Cyprus & Malta. She has deep experience in the fields of Marketing and General Management, having held key positions both in
Europe and the USA.
She joined Microsoft in February 2012 as a Sales Director and took over the leadership of the company as the General Manager
in November of the same year. She later assumed expanded responsibility as the CEO for Greece, Cyprus and Malta. During her
tenure, Greece was awarded as. Best subsidiary in the world amongst countries of relevant size.
She joined Microsoft, from DELL S.A, where she held the position of General Manager of Consumer and SMB divisions for South
Eastern Europe & Italy.
She first joined DELL in 2002, in the Marketing Department of the company’s Headquarters in Austin, Texas USA. Peggy has
previously held positions at General Motors USA και Opel Bank GMBH.
Ms. Antonakou was born in 1974 in Athens. She holds a BSc in Business Administration from the University of Piraeus and an
MBA from the University of Michigan.
Emmanouil C. Kakaras
Independent Non-Executive Member
Professor Emmanouil Kakaras is Executive Vice President NEXT Energy Business, Mitsubishi Heavy Industries EMEA Ltd., since
April 2021. Prior to this role, he was Senior Vice President for New Products and Energy Solutions at MHI Group company
Mitsubishi Power Europe since January 2018. Up until then he served as Senior Vice President and Head of Innovation & New
Products at Mitsubishi Hitachi Power Systems Europe GmbH since September 2012.
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His R&D activities mainly focus on flexible operation of thermal plants, on fuel cells and electrolysers, the development of large-
scale energy storage and the utilization of CO2.
Born in 1962, Mr. Kakaras first got his diploma in Mechanical Engineering at the National Technical University in Athens (NTUA),
and then proceeded to get his PhD at the NTUA and at the Technical University Braunschweig in Germany. He continued his
academic career in 1991 as a professor at the NTUA until 2012, when he left on a sabbatical leave. Since 2014 until today, he
serves on a part-time basis at the NTUA. He has also been guest lecturer at the Universities of Warsaw and Tokyo while has also
been awarded faculty membership rights at Energy Engineering Institute of the Engineering Faculty at the University Duisburg
Essen. From 1999 to 2018, he has been the Director of the Centre of Research and Technology Hellas/Chemical Process and
Energy Resources Institute (CERTH/CPERI).
Next to his involvement in academia and research, Emmanouil Kakaras was professionally active as an advisor of the European
Commission and he has been appointed Executive Director of the Hellenic Association of Independent Power Producers from
2010 till 2012. Emmanouil Kakaras also has a keen interest in European affairs. From January 2013 to January 2018, he was
President of the European Power Plant Suppliers Association (EPPSA). He represents Mitsubishi Heavy Industries at the Hydrogen
Council and other Hydrogen-related initiatives. Since 2018 he is an independent non-executive member of the Bord of Directors
of Mytilineos S.A.
Tina (Konstantina) N. Mavraki
Independent Non-Executive Member
Tina (Konstantina) Mavraki is a C-Level Executive with extensive global experience in capital markets, company and project
funding, risk management and audit. She started her career in 1998 and lives in London.
She has held senior positions with global institutions including Morgan Stanley, Citigroup and Noble Group, where she was
responsible for multi-million US$ financial and physical commodity investments in developed and emerging markets.
She has extensive financial and operational internal audit and due diligence experience, most notably as Office of CEO of US$ 1.4
billion fund Barak Fund Management Limited, and as Head of Financing of commodities Division of US$ 1.75 billion fund Gemcorp
Capital LLP. She is a devoted sustainability professional, with deep expertise in governance and environmental impact.
Ms Mavraki received an MA and BA in Philosophy, Politics & Economics from Oxford University and an MSc in Finance from
London Business School. She is a CFA Charter-holder and holds a Certificate in Company Direction from the UK Institute of
Directors.
Anthony M. Bartzokas
Independent Non-Executive Member
Anthony Bartzokas is an Associate Professor at the University of Athens, United Nations University Professorial Fellow and Visiting
Professor in Practice at the London School of Economics and Political Science. He has extensive experience in the oversight of
financial reporting and internal controls as he has been Chair of the Audit Committee, Board member and member of the
Retirement Plan Investment Committee at the European Bank for Reconstruction and Development (EBRD).
During his nine-year tenure at the EBRD, he served as Chair of the European Union coordination group and was involved in all
high-level decision-making processes, from country strategies to investment projects, including the approval and the modalities
of EBRD’s engagement in Greece. He has worked on financial systems, corporate investment, and innovation dynamics with
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financial support from international institutions and continuous interaction with Multilateral Development Banks, the European
Union and UN agencies. In his role as knowledge manager, he has coordinated international research teams and benefitted from
the interaction with policy makers and the business community, especially when it comes to project structuring and the evolving
dynamics of capital markets and innovation. During his tenure, the EBRD Investments in Greece reached record levels with 4,360
million euro in 67 projects and a pipeline of 890 million euro in 19 projects.
Born in 1962, Anthony holds a BA in Economics from the Aristotle University of Thessaloniki and a PhD, in Economics of
Technological Change from University of Sussex, both with distinction.
Natalia E. Nicolaidis
Independent Non-executive member
Natalia Nicolaidis worked at Credit Suisse (CS) for 24 years where she served as global General Counsel for the Investment Banking
& Capital Markets Division for the last 5 years.
Previously she was Head of Risks & Controls for the aforementioned division and capital markets and mergers & acquisitions
lawyer at CS in London and New York. She is the founder of Dynamic Counsel, an independent strategic and transactional
consultancy. Ms. Nicolaidis also practiced law in New York from 1991 to 1996.
She is currently a non-executive member of the Board of Directors and participates in various committees of the following listed
companies in Greece and abroad: Titan Cement International SA, Aegean Airlines and SMCP SA.
She has graduated from Yale University (Economics) and Georgetown University (Law, Juris Doctor and Master of Science in
Foreign Service). She also holds a Masters in European Union Law from the College of Europe (Bruges, Belgium).
Alexios A. Pilavios
Independent Non-Executive Member
Alexios Pilavios is currently Non-Executive Chairman of Alpha Asset Management and Vice Chairman of ABC Factoring. He is also
a member of the Board of Directors of Plaisio SA and Trade Estates Real Estate Investment Company SA. He has a deep experience
in the fields of Banking, Asset Management and Capital Markets.
During his thirty-five year career, he held senior positions in the Greek financial sector. He was Chairman of the Hellenic Capital
Markets Commission (2004-2009), Deputy Chairman of Hellenic Exchange SA (2011-2023), General Manager of Alpha Bank (Head
of Wealth Management) and member of the Executive Committee (2009-2017).
Alexios has served also for numerous years as CEO of Alpha Investments and Alpha Asset Management (1992-2004), holding also
the position of Chairman of the Association of Greek Institutional Investors (1996-2000).
Prior to his assignments with Alpha Bank he held senior positions with Ergo Bank, Commercial Bank of Greece and the National
Investment Bank of Industrial Development (NIBID).
Born in 1953, Alexios graduated from the Athens College and holds a BSc (Econ) from the London School of Economics, a MSc in
Economics from the University of Essex and a PhD in the Economics of Education from the London University Institute of
Education.
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Leda Condoyanni
Company Secretary
Leda Condoyanni is a leading corporate governance expert in Greece, also recognised internationally. Leda is at present Corporate
Governance Director and Company Secretary at MYTILINEOS - a leading global Industrial & Energy company listed on the Athens
Stock Exchange with a strong international presence in five continents.
She is the founder of the Hellenic Corporate Governance Council, jointly formed between the Hellenic Federation of Enterprises
(SEV) and the Athens Stock Exchange (ATHEX), where she served as General Manager and Board member. During her time there
she conceived, designed, and liaised with both organisations to help create the first Hellenic Corporate Governance Code.
Leda has diverse and extensive experience in financial services through leadership roles in the fields of corporate governance,
stock markets, asset management, corporate affairs, policy making and advocacy, amongst others.
Leda has been a non-executive board member of companies in the financial services sector and of state-owned enterprises. She
has also been involved in government committees of the Greek Ministries of Employment, Interior and Finance - where she
served as a member of law-making committees - the Hellenic Capital Markets Commission, the General Secretariat for Gender
Equality, and the Board of Directors of the Athens Derivatives Exchange (prior to its merger with ATHEX).
She is a founding member and currently Chair of the Non-Executive Directors’ Club in Greece, and a Board member and member
of the Advocacy Committee of ecoDa.
Leda holds a Ph.D. in Finance and an M.A. in Accounting and Finance, Lancaster University, UK.
PANAGIOTIS PSARREAS
Deputy Company Secretary
Born in Athens in 1981. He studied Architecture in the University of Florence and then journalism in Athens.
He worked in various media as a journalist until 2010, when he assumed the position of associate at the MYTILINEOS Chairman’s
Office. Since 2012, he is the Secretary to the Board of Directors and in 2013 he also assumed the position of Group Digital Media
Officer.
VASSILIKI PRANTZOU
Audit Committee Secretary
Vassiliki Prantzou was born in 1981 in Athens. She is a graduate of the Law School of the Aristotle University of Thessaloniki and
holds a postgraduate degree (Private Law A) from the School of Law of the National and Kapodistrian University of Athens.
She is an accredited intermediary and has also attended a postgraduate course in business administration for executives (e-mba)
at the University of Piraeus. She is a member of the Athens Bar Association since 2006 and has joined the Company’s Legal
Department in 2014.
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CVS OF THE MEMBERS OF THE SENIOR MANAGEMENT
Evangelos G. Mytilineos
MYTILINEOS’ Energy & Metals Chairman and CEO
As per CVS OF THE MEMBERS OF THE BOARD OF DIRECTORS
Vivian Bouzali
Chief Corporate Affairs & Communication Officer
Vivian Bouzali was born in Kastoria, Greece. She holds a BSc in Psychology from the Loyola University of Chicago, an MSc in
Counseling Psychology from Harvard University and an MSc in Business Administration from the University of Louisville.
Over the course of four years, between 1989-1993, she practiced clinical psychology at Loyola and Harvard University, focusing
on teenagers and groups inclined to criminal behavior.
Upon returning to Greece, in 1994 she assumed the position of Administrative and Business Development Director at New York
College of Athens, which she held until 1998. Under her lead, the school saw a significant expansion of international activity to
several European countries.
In 2000-2004, she served as CEO of Human Capital Improvement, a strategic communications consulting firm working with high
caliber Greek and international corporate clients.
During the same period, she actively participated in preparations ahead of the Athens 2004 Olympics, recruiting and educating
an unprecedented pool of volunteers that was vital to the success of the Games.
In 2004, she was appointed Executive Director for Retail, Marketing and Corporate Communication at ELTA Group (Hellenic Post
Office).
During that time, she also worked as an ad hoc communication consultant to top-notch companies in Greece and abroad.
In 2007 she was elected to serve as a member of the Greek Parliament with the party of New Democracy, where up until 2009
she focused her parliamentary activation issues of growth, promotion of investment and the fight against distortions in the Greek
economy and administration.
She joined MYTILINEOS, a leading international industrial and energy company with a dynamic presence on all 5 continents, in
2009 and since January 2023 after the new corporate transformation, she is the Chief Corporate Affairs & Communication Officer
of MYTILINEOS Energy & Metals.
Ms. Bouzali is married and has a daughter.
Evangelos Chrisafis
Vice Chairman B’, Executive Director of the BoD for Regulatory & Strategic Energy & Infrastructure Issues | Chairman, METKA
ATE
As per CVS OF THE MEMBERS OF THE BOARD OF DIRECTORS
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Sara Fideli
Chief People Officer
Sara Fideli, has been the Chief People Officer at MYTILINEOS Energy & Metals since June 2022 and serves as a BoD member at
Delfi Distomo.
With a robust background as a Senior HR practitioner and transformation leader, Sara has spearheaded large-scale business and
functional change programs across diverse international corporate settings. She solidified her reputation as a commercial HR
leader renowned for driving impactful results while she was collaborating with renowned global companies such as Unilever,
The Coca-Cola Company, TEVA, and ING.
Having spent nearly a decade in Amsterdam, Sara brings a wealth of experience from her tenure as Senior HR Business Partner
for ING's Global Risk division and as the Single Point of Contact (SPOC) for Diversity & Inclusion initiatives across corporate offices.
Prior to this role, Sara held the role of Vice President of Human Resources for TEVA Global Operations Europe, a global leader in
generic and specialty medicines.
In her various leadership roles, Sara has managed both direct and indirect teams within complex global matrix organizations,
instilling a culture of inspiration and motivation. Her expertise -among others-spans labor relations, talent management, and
organizational capability development.
Sara holds a Bachelor's degree from the Faculty of Law at the University of Athens and a Bachelor's degree of French Higher
Education at the University of Sorbonne- Paris.
Christos Gavalas
Chief Treasury & IR Officer
As per CVS OF THE MEMBERS OF THE BOARD OF DIRECTORS
Fotini Ioannou
Chief of Staff
Fotini Ioannou is the Chief of Staff of MYTILINEOS Energy & Metals since June 2023 and BoD member of EP.AL.ME.
Prior to this role, Fotini had an extensive career in Banking. Her most recent role was as General Manager of Legacy Portfolio &
Specialized Asset Solutions and member of the Executive Committee of National Bank of Greece and Chair of the NPL Committee
of the Hellenic Bank Association. Prior to that, Fotini was leading Corporate & Investment Banking as General Manager and
member of the Executive Committee of Piraeus Bank. She has served as Chair of Piraeus Factoring, Vice Chair of Piraeus Leasing,
and member of the BoD NBG Cyprus. Before embarking on a career in banking, Fotini had worked at McKinsey & Company in
Greece and in the US and started her career in the Assurance & Business Advisory Division at Arthur Andersen in London.
She holds an MA in Economics from the University of Cambridge and an MSc in Management Science & Operational Research
from the University of Warwick . Ms. Ioannou is a chartered accountant and a member of the Institute of Chartered Accountants
of England and Wales.
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Ioannis Kalafatas
Chief Executive Director, Energy
He was born in Athens in 1976. He studied Economics at the Athens University of Economics and Business.
He joined MYTILINEOS Group in June 2005 as Executive Director - Group Financial Controller and in 2011 he assumed the role of
Group CFO. In 2017 his role expanded further, undertaking the responsibility for IT and Central Procurement Divisions and
Investment Relations Division.
Since January 2023 after the new corporate transformation of MYTILINEOS Energy & Metals, he holds the position of Energy Chief
Executive Director assuming the responsibility to lead the Energy Sector.
He is the CEO of Korinthos Power S.A., as well as Member of the Board of Directors of the Hellenic Association of Independent
Power Producers.
He is married with two children.
Elenos Karaindros
Chief Strategy and M&A Officer, Chairman M-Concessions
Elenos Karaindros is Chief Strategy and M&A Officer, Chairman M-Concessions. Elenos Karaindros graduated from German School
of Athens (Dorpfeld Gymnasium) in 1989. He studied Economics at the Athens University of Economics and Business and then
received his MSc in Shipping, Trade and Finance from Cass Business School. Upon completion of his studies, he worked for eleven
years in Investment Banking for HSBC Bank (London / Athens), Piraeus Prime Bank (JV with Bank of Tokyo Mitsubishi) and Arrow
Finance (merchant banking boutique) with particular emphasis on Corporate & Project Finance, Mergers & Acquisitions,
privatizations and capital fund raising.
Since 2006 Elenos Karaindros is part of MYTILINEOS senior management, currently holding the position of Chief Strategy and
M&A Officer, Chairman M-Concessions with an overall responsibility for: (a) development of the Company’s strategy and (b)
assessment of investment proposals and execution of transactions. He is a member of MYTILINEOS’ Executive Committee and
several other internal committees. He has two children, Katerina and Amalia.
Eleftheria Kontogianni
Chief Finance Officer
Eleftheria Kontogianni is Chief Finance Officer at MYTILINEOS since January 2023.
She joined MYTILINEOS in April 2018 as MIS Director and in 2020 she assumed the role of Finance & MIS Director. Prior to
Mytilineos she has built her experience in Lamda Development as Financial Planning & Analysis Manager for Helliniko Project as
well as in Titan Cement as MIS Manager.
Eleftheria Kontogianni was born in Athens in 1976. She studied Financial & Banking Management in University of Piraeus, and
she has an ACCA qualification since 2011.
Dimitris Papadopoulos
General Manager of Corporate Governance & Sustainable Development
Executive BoD Member & Member of the Executive Committee
As per CVS OF THE MEMBERS OF THE BOARD OF DIRECTORS
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Petros D. Selekos
Group General Counsel
Petros D. Selekos is the Group General Counsel in MYTILINEOS.
Born in Larymna in 1965, Petros D. Selekos holds a BSc in Law from the University of Athens and a Master’s Degree in Company
Law, Commercial Law, Law of Intellectual Property, Law of Competition and Banking & Financial Law Max Planck Institute, while
in 1994 he completed his PhD in Company and Public Law in University of Athens.
He began his career in 1996 as a lawyer in the Secretariat of the Anti Trust Committee. In 1997 he took over the duties of Legal
Advisor at the General Secretariat of Commerce at Ministry of Development, while at the same time he founded the Law Firm
Selekos Gouskou & Co, which he is a Managing Partner until today. In 2000 he took over the position of Legal Advisor & Manager
of Judicial Affairs at Greek Post SA (ELTA), where he remained until 2019. From 2011 to 2015 he appointed Secretary General for
Strategic and Private Investments at the Ministry of Development and Competitiveness, while in 2020 he joined MYTILINEOS SA
as Group General Counsel.
Since 2005 he has been a Lecturer in the Department of Business, Corporate & Labor Law at the Democritus University of Thrace
(faculty Law), while since 2018 he serves as an Assistant Professor in the same Department.
Today Petros D. Selekos is an active member of: Athens Bar Association, Athens Mediation & Arbitration Organization, Alumni of
Max-Planck Institut München, Center for International Legal Studies, Hellenic Association of commercial Law, Hellenic Association
of Maritime Law, Hellenic Society of Technology and Construction Law, Hellenic Institute of International and Foreign Law.
Fotios Spyrakos
Chief Administration Officer, Head of CEO's Office
He was born in Thessaloniki 1966. He is a graduate of Artistotle’s Univercity of Thessaloniki – Business Economics. He started his
career in 1992 with MYTILINEOS HOLDINGS SA and served as Chief Accountant until 1996, and CFO until 2000.
From 2000 since 2007 he held the positions of General Financial Director and General Director in HELLENIC VEHICLE INDUSTRY
SA. From 2007 since October 2010 he held the position of Managing Director. He was member of B.O.D. of ELVO and General
Secretary of Hellenic Aerospace & Defense Industries Association.
From November 2010 until June 2017, he held the position of Chief Executive Director Group Administration of MYTILINEOS
HOLDINGS SA.
From July 2017 until December of 2022 of he held the position of Chief of Staff.
From January 2023 until today he holds the position of Chief Administration Officer & Head of CEO’s Office.
Dimitris Stefanidis
Chief Executive Director, Metallurgy
Dimitris Stefanidis is the General Manager of the Metallurgy Business Unit of MYTILINEOS.
Born in Athens in 1958, Dimitris Stefanidis graduated from the School of Mining Engineering and Metallurgy of the National
Technical University of Athens. He is an ALUMINIUM of Greece executive since 1984. Initially, he worked as an engineer in the
Electrolysis section of the aluminium production line. In 1988 was appointed Head of the AB Electrolysis Lines. After his two-years
secondment to the Pechiney Group from 1992 to 1996, during which he worked in Pechiney’s Saint Jean de Maurienne plant, he
returned to ALUMINIUM OF GREECE as Head of Electrolysis (1994-1998) and Head of Smelting (1998-2002). From 2002 to 2005
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he served as Continuous Improvement Director and then as Technical Manager of ALCAN’s plant in Tomago, Australia. Since July
2005 he held the position of Plant Director in ALUMINIUM OF GREECE and in 2009, he assumed the duties of CEO of ALUMINIUM
S.A. In 2017, he took over the responsibility of the Metallurgy Sector of MYTILINEOS, while from 2022 he is the General Manager
of the Metallurgy Sector of Mytilineos Energy and Metals.
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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
IX. INFORMATION REQUIRED IN ACCORDANCE WITH ARTICLE 10 par. 1 OF DIRECTIVE 2004/25/EC OF THE EUROPEAN PARLIAMENT
AND OF THE COUNCIL
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Introduction
The Audit Committee (hereafter the “Committee”) is pleased, through the present report, to inform the Annual General Meeting
of Shareholders on how the Committee has discharged its responsibilities during very demanding and challenging times for one
more year.
This year's report provides information on the Committees activities in 2023, as well as the main points on which its discussions
and work focused. In addition to the main areas of discussion, within the scope of its responsibilities presented below, the
Committee addressed important issues of the Company as these emerged from the Management's periodic updates to the
Committee during the year.
The Committee believes that continuous enhancement of our internal control environment continues to be key to the Company’s
sustainability.
In 2024, the Committee will focus on the most important issues and potential risks within its responsibilities.
The purpose of the Committee and its key responsibilities
The Committee has been established to assist the Board of Directors (the "Board") in fulfilling its oversight responsibilities
regarding audit procedures that ensure compliance with the legal and regulatory framework regarding:
a) financial information;
b) the System of Internal Controls, including the Internal Audit Division, the Risk Management Function and the Regulatory
Compliance Function; and
c) 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 Committee reports to the Board on how it discharges its responsibilities and makes recommendations to the Board. A full
list of responsibilities is provided in the Committee’s terms of reference, which was found in no need for any amendment during
2023. The Committee’s Terms of Reference, which is approved by the Board of Directors, is available at
https://www.mytilineos.gr/media/agpivcyk/terms-of-reference-audit-committe-2021_en.pdf
The Committee shall report to the Board, quarterly or whenever deemed appropriate, on the Committee's work, including
indicatively:
i. the signicant, crical and substanve issues concerning the preparaon of the nancial reports and how these issues
were addressed;
ii. its assessment of the eecveness of the statutory audit process and its recommendaon on the appointment,
reappointment or removal of the Statutory Auditor;
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iii. any issues on which the Board has requested the Commiee's opinion;
iv. the outcome of the statutory audit and an explanaon of how the statutory audit contributed to the integrity of nancial
reporng, and what the role of the Commiee was in that process; and
v. the reports that the Internal Audit Director submits to the Commiee, with regards to the acvies of the Internal Audit
Division.
The members of the Committee have stated that they accept their responsibilities and duties and that they will perform their
activities in accordance with the applicable Terms of Reference of the Committee, the Internal Regulation Code of the Company,
and the law.
Composition of the Committee, skills and experience
The Committee is a committee of the Board of Directors and consists of at least three (3) members, who in their entirety are
independent non-executive members of the Board. The Committee members shall be appointed by the Board following the
recommendation of the Company's Remuneration and Nomination Committee. The Committee Chair shall be appointed by the
Committee members. The Chair of the Board cannot be a member of the Committee.
According to the Terms of Reference of the Committee, the tenure of office of its members is similar to the term of office of the
Board, which is four years, unless otherwise decided by the General Meeting of the Shareholders or by delegation by it to the
Board. The tenure of office of this Committee shall expire on 02.06.2026 (automatically extended until the first ordinary general
meeting, after the end of the tenure of the Board).
Composition / Tenure of the Committee
The following table depicts the composition of the Committee during 2023, the tenure of its members as well as relevant notes
/ clarifications:
Member
Title
Duraon
Alexios Pilavios
Chair
02.06.2022 – 02.06.2026
Konstantina Mavraki
Member
02.06.2022-02.06.2026
Anthony Bartzokas
Member
02.06.2022-02.06.2026
It is worth mentioning that:
(*) The Ordinary General Meeting of the Company's shareholders dated 15.06.2021, in accordance with the provisions of article
44 of law 4449/2017, as amended and in force, decided that the Audit Committee will be a committee of the Board of Directors,
which shall consist of three independent non-executive members of the Board. In this context, the Board of the Company on
02.06.2022 appointed three of its independent members as members of the Audit Committee.
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Attorney Mrs Vassiliki Prantzou is the Committee’s Secretary. The Corporate Secretary cooperates with the Secretary of the
Committee and assists the Committee within the framework of her responsibilities.
The members of the Committee have competencies related to the sectors in which the Company operates, as they have sufficient
knowledge in the field of industrial products and services, in auditing or accounting and experience in the areas of Corporate
Governance and Internal Control Systems.
Detailed curriculum vitae of the members of the Committee are attached to this Report.
Finally, the Committee has at its disposal the necessary resources to enable it to obtain the assistance of external consultants, if
required. In 2023, the Committee was provided with advisory services by Deloitte on organizational matters of the Committee in
the course of the external evaluation of its operations.
Committee Meetings and Operation
The Committee meets at regular intervals, at least four (4) times per year, and holds extraordinary meetings when required. The
Committee Chair discusses with the Board on the work of the Committee at at every scheduled Board meeting, according to the
annual meeting schedule/calendar.
For 2023, the Committee met frequently (13 times in total) and discussed all the topics falling under the areas of its
responsibilities, with its main focus on: a) External Audit and Financial Reporting process, b) Internal Audit, c) Internal Control
System, d) Organisational matters, e) Other topics relevant to the mandate of the Committee. All the Committee’s decisions were
unanimous.
All members of the Committee attended all the meetings for 2023. The meetings of the Committee that concern the approval of
the financial statements were attended by all the members of the Committee that have sufficient knowledge and experience in
auditing or accounting.
In addition to the members of the Committee, the Secretary and the Corporate Secretary participate in the meetings when they
are not the same person. It is at the discretion of the Committee to invite, whenever deemed appropriate, other members of the
Board, or other key persons from inside and outside the Company, to inform it and / or attend a specific meeting or specific items
of the agenda. The Chief Finance Officer, The Chief Treasury & IR Officer, the Chief of Staff, the Chief Administration Officer and
Head of CEO’s office the Internal Audit Director, the Compliance Director, the Non-financial enterprise risk Manager as well as
the statutory auditor or audit firm are invited regularly to the Committee meetings, at the Committee Chair's initiative.
Financial Reporting
Publication of non-audited financial figures and other key information - «Flash Notes»
The Finance Division presented to the Committee the preliminary financial results which were published subsequently by the
Company in the form of a «Flash Note», for the financial year ended 31 December 2022, as well as for the period from 01 January
2023 to 30 June 2023 respectively. The aforementioned «Flash Notes» referred to non-audited financial figures and estimates of
the Management and forecasts relating to financial data or other events of the above periods. It is noted, however, that the
external auditor carried out specific pre-agreed procedures on the «Flash Notes», for the purpose of issuing «Comfort Letter» to
the Company's Management. In the "Comfort Letter" of the external auditors, no disagreements were expressed with regards to
the data reported through the «Flash Notes». The Committee did not identify any gaps or deviations in the information and
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safeguards provided to it and recommended to the Board the approval of the publication of the «Flash Notes». Finally, the
Committee reviewed the relevant press releases on the «Flash Notes».
Financial Statements 2023
In March 2024, the Committee was informed by the Finance Division about the Company's Financial Statements, both at company
and at consolidated level, which were prepared in accordance with the IFRS for the year ended 31 December 2023. The
Committee was also 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 2020, and regarding the key issues the Finance Division
considered while preparing these Statements.
The Committee discussed with the external auditor (Grant Thornton) and the Finance Division the key audit matters during the
audit of the Company's annual financial statements for the financial year ended 31 December 2023. The Committee drafted an
explanatory report for the Board of Directors and recommended that the Board approves the Financial Statements. In this report,
the Committee explained to the Board how the mandatory audit contributed to the integrity of financial reporting and what the
role of the Committee was in this process. In this context, the Committee evaluated and concluded that the annual financial
report, along with the annual financial statements and the annual management report of the Company, reflect in a true, fair,
balanced and understandable manner the evolution, performance and position of the Company, as well as of the companies
included in the consolidation, and provide the required information to the shareholders. The Committee also informed the Board
that the external auditors have contributed substantially to the integrity of the Financial Statements with their experience and
independent assurance that the financial statements reasonably present, in all material aspects, the financial position of the
Company and the Group as at 31st December 2023, their financial performance and their cash flow for the year ended on that
date.
Financial Results 3rd quarter 2023
The Finance Division informed the Committee on the financial results of 3rd quarter 2023 and brought to its attention the relevant
draft announcement to the investors. The Committee, after receiving assurance on the correctness and accuracy of the
information that will be made public, expressed its satisfaction for the Company’s progress.
Semi-Annual Financial Results 2023
The Finance Division informed the Committee on the semi-annual financial results of 2023 and no gaps or deviations were
identified in the assurance provided on the correctness and accuracy of the information. The Committee drafted an explanatory
report on the review of the Company's half-yearly individual and consolidated financial statements to the Board.
Financial Results 1st quarter 2023
The Finance Division informed the Committee on the financial results of 1st quarter 2023 and brought to its attention the draft
relevant announcement to the investors. The Committee, after receiving assurance on the correctness and accuracy of the
information that will be made public, expressed its satisfaction for the Company’s progress.
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External (Statutory) Auditors
Appointment of the external auditors
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, expressing an opinion regarding the appointment of an
engagement partner and making formal recommendations to the Board on the appointment, reappointment and removal of the
external auditors.
In April 2022, the Committee, after assessing the work of Grant Thornton, which is the Company's external auditor, and taking
into account, inter alia, the opinion of the Finance Division, decided to propose to the Board of Directors the reappointment of
the audit firm Grant Thornton as external auditor for the fiscal year 2022.
In parallel, the Committee conducted a tender for the selection of a new external auditor, in the context of the implementation
of Regulation (EU) No 537/2014 of the European Parliament and of the Council of 16 April 2014 and the relevant transitional
provisions of article 52 of Law 4449/2017 regarding the specific requirements for the statutory audit of public-interest entities.
In November 2023, the tender for the nomination of new candidates for the audit of the company’s individual and consolidated
financial statements for the financial year 01.01.2024-31.12.2024 was completed. In particular, the Committee, after holding
individual meetings with each of the candidate auditing companies and, taking into consideration the evaluation of their offers,
from a technical and financial point of view, submitted its recommendation to the BoD.
Safeguarding independence and objectivity, and maintaining effectiveness
In its relationship with the external auditors, the Committee needs to ensure that they retain their independence and objectivity
and are effective in performing the statutory audit. Both the Board and the external auditor have policies and procedures
designed to protect the independence and objectivity of the external auditor.
The Committee considers the external auditors’ annual declaration of independence and discusses with them threats, that may
threaten their independence, as well as ways to ensure that these threats are addressed. The Committee examined whether the
relationships, considering the views of the external auditor, of the Management and of the internal audit, as appropriate, appear
to affect the auditor's independence and objectivity.
In 2023, the external auditors submitted to the Committee the declaration of their independence from the Company in
accordance with the Code of Ethics for Professional Accountants of the International Ethics Standards Board for Accountants
(IESBA Code) and the ethical requirements related to the audit of the financial statements in Greece.
Financial Statements
The Committee has devoted a significant amount of time during its meetings in order to be informed and to discuss the process
for the preparation of the annual and semi-annual Financial Statements. Main matters and activities performed were as follows:
Matter
Activity
Statutory Audit Planning
The External Auditors presented to the Committee a report, which, inter alia, reflected the plan
of communication between the external auditors and the Committee in relation to the timing of
the statutory audit, of the separate and consolidated statements of the Company and its
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subsidiaries for the financial year 31.12.2023, the audit teams and specialists, as well as a
reference to the key audit matters during the audit planning and in particular to the identified
risks of the financial statements.
Audit of Annual Financial
Statements –
Key Audit Matters
The Committee monitored the audit of the Company's annual financial statements for the
financial year ended 31.12.2023 by the external auditors.
The external auditors commented, inter alia, on the determination of materiality and discussed
with the Committee on the methodology and parameters for its determination. More
specifically, the external auditors informed the Committee that for the calculation of materiality,
the Earnings Before Tax has been defined as an appropriate benchmark, given that the Company
is listed on the Athens Stock Exchange
In the discussions with the external auditors, particular emphasis was placed on the “Key Audit
Matters” as identified by the external auditors, and how they these were treated during the
audit.
Revenue Recognion: this was considered as a key audit maer, given the complexity
of the volume of transacons, the use of IT systems as well as management’s
judgements and esmates, which include a degree of uncertainty.
Assessment of whether non-current assets may be impaired: this was as a key audit
maer, given the signicant amounts of these assets and the use of management’s
assumpons and esmates for the determinaon of the relave recoverable amounts.
Provisions and conngent liabilies: The determinaon of provisions or disclosures of
conngent liabilies and conngent assets which relate to ligaon claims and
arbitraon procedures has been considered as a key audit maer as it includes
signicant management judgments based on legal advisors’ esmaons.
The Committee examined and discussed in detail the above issues with the external auditors,
without the presence of executives of the Company's Finance Division.
Report of the Audit
Committee to the Board of
Directors on the Financial
Statements 2023
The Committee, following the review of the Financial Statements of the parent company and
the Group for the year ended 31
st
December 2023 and the discussions held with the Finance
Division and the external auditors, proposed their approval to the Board.
Tax Audit
The external auditors, in a meeting with the Committee without the presence of executives of
the Company's Finance Division, informed the members of the Committee about:
the compleon of the tax audit which they carried out in accordance with Arcle 65A
para. 1 of Law 4174/2013 and POL.1124/2015, as amended in force, for the Company
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itself and those of its Greek subsidiaries that have been subject to the tax audit for the
year 2022
the Tax Compliance Reports issued in the context of the above tax audit and the
evoluon of tax audits by the authories.
Review of Interim Financial
Statements
The external auditors informed, through a relevant report/ presentation, the Committee on
their review of the Interim Financial Statements for the first half of 2023 carried out in
accordance with ISA . The auditors referred, inter alia, to the scope and areas, as well as their
procedures for the review of the Group, the determination of materiality, unrecorded
misstatements and the key issues of their review.
Additional Report to the
Audit Committee for 2023
The External Auditors submitted and presented to the Committee their additional report, as
provided by article 11 of EU Regulation 537/2014 on their audit of the Company and Group
Financial Statements for the year ended 31 December 2023.
Report of the Audit
Committee to the Board of
Directors on the Financial
Statements 2022
The Committee, following the review of the Financial Statements of the parent company and
the Group for the year ended 31
st
December 2022 and the discussions held with the Finance
Division and the external auditors, proposed their approval to the Board.
Additional Report to the
Audit Committee for 2022
The External Auditors submitted and presented to the Committee their additional report, as
provided by article 11 of EU Regulation 537/2014 on their audit of the Company and Group
Financial Statements for the year ended 31 December 2022.
Use of the external auditors for non-audit services
The Committee monitors the external auditors’ compliance with the provisions of Regulation (EU) No 537/ 2014, as in force,
regarding the level of the total fees paid by the Company to them in proportion to the overall fee income of the external auditors
or their overall fee income from audit services, as well as other related regulatory requirements, so that the external auditors’
independence and objectivity is not impaired by the amount of work provided to the Company
The Committee is responsible for approving non-audit services to the Group entities that are not prohibited by law. The
Committee considers that the external auditors have significant knowledge of the Group’s business and of how accounting
policies are applied. That means it is sometimes cost-efficient for them to provide non-audit services. There may also be
confidentiality reasons that make the external auditors the preferred choice for a particular non audit assignment..
However, safeguarding the external auditors’ objectivity and independence is an overriding priority. For this reason, the
Committee ensures that the provision of such services does not impair the external auditors’ independence or objectivity.
In the context of non-audit services, whose provision by the Statutory Auditor is not prohibited by law, the Committee should
apply judgement on and assess the following:
i. threats to independence and objecvity resulng 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 auditors’ independence and
objecvity,
ii. the nature of the non-audit services,
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iii. whether the skills and experience of the audit rm make it the most suitable supplier of the non-audit services,
iv. the fees incurred, or to be incurred, for non-audit services both for individual services and in aggregate, relave to the
audit fee, including special terms and condions (for example conngent fee arrangements), and
v. the criteria which govern the compensaon of the individuals performing the audit.
During 2023, the Committee examined the non-audit services that were proposed to be performed by the external auditor for
the Company or subsidiaries of the Group, where the Committee, after evaluating the nature of proposed services and receiving
relevant clarifications, declarations and assurance from the external auditor, considered that they did not pose a threat to the
external auditor's independence in accordance with the provisions of article 44 of Law 4449/2017 and article 5 of Regulation (EU)
537/2014. The relevant non-audit services concerned pre-agreed procedures (a) in relation to the preparation of the financial
statements (including the Explanatory Notes), which would concern fund agreements, calculations, drafts, data collection,
analysis and related processing thereof, with the note that these analysis would be based on an approved trial balance by each
Management function, as well as that the adjustment entries would be subject to the approval of the each Management function
of the subsidiaries, (b) in the context of supporting the respective Management function for the technical implementation of the
conversion processes to IFRS, c) on the calculation of financial indicators of the Company and its subsidiaries in the context of
their compliance with the requirements of loan agreements with the creditors (banks), (d) regarding the proper compilation of
the company's financial statements per activity / sector, in accordance with the provisions of Law 4001/2001, (d) for the audit of
the 2022 Remuneration Report of the Company, (e) on each Flash Report and Trading Update of the Company, (f) for the issuance
of assurance reports in the context of the examination of the implementation of the financial scope of the Company's investment
plans and its subsidiaries that have been subject to the provisions of Law 4399/2016, (g) on the financial data for the table
"CONSTRUCTION EXPERIENCE AND COMPETENCE DATA" in the context of the Company's participation in public tenders, and (h)
on the prospectus for a bond loan issued by the Company with public offering. The external auditors, during 2023, apart from
the regular audit and the tax certificate report, provided non-audit consulting services for a total amount of €168 thousand,
corresponding to 34,48% of the total fee received over the last three years.
Neither the work done, nor the fees payable of the assigned non audit services, compromised the independence or objectivity of
our external auditors.
Internal Audit
In monitoring the activity, role and effectiveness of the Internal Audit Division (IAD) and its audit program, the Committee had
frequent meetings with the Internal Audit Director. The main matters examined through 2023 related to the following:
Matter
Activity
Internal Audit Plant 2023
The Internal Audit Division submitted to the Committee for approval the internal audit plan for
2023, which is subject to revisions, depending on the extraordinary needs of the Company,
including the suggested relevant budget.
Internal Audit Annual
Report 2023
The Internal Audit Division submitted and presented to the Committee a report on its activities
for the year 2023, expressing its audit opinion on the internal control system, taking into account
5. Report on the activities of the Audit Committee
264
Annual Financial Report for the period
from the 1
st
January to the 31
st
December 2023
the results of its audits, other external assurance providers’ results and any limitations
mentioned in its report.
Quarterly Activity and
Follow-Up Reports 2023
The Internal Audit Division submitted and presented to the Committee quarterly activity and
follow-up reports for 2023 on the Division’s suggestions on improvement of the Internal Control
System.
The Committee was also informed by the Internal Audit Director on the audits carried out and
the reports issued in 2023. The most important findings of the internal audits and the
management’s responses were discussed with the Committee and the BoD was informed
accordingly.
Internal Audit Plan 2024
The Internal Audit Division submitted to the Committee for approval draft of the summary
internal audit plan for 2024, including estimated budget and availability of manpower. The
internal audit plan is subject to revisions according to the dynamic method of developing the
annual plan.
Internal Audit Coverage
The Committee monitored the progress of internal audit assignments performed by the Internal
Audit Division, which related to the coverage of key risk areas, based on the risk based Internal
Audit Plan 2023 and informed the BoD accordingly.
Digital transformation of
the Internal Audit
Operations
The Committee approved the implementation of Teammate+ software for the full automation
of the Internal Audit Division’s operations.
External Evaluation and re-
Certification of the
Internal Audit Division
The Committee assigned and monitored the external evaluation and IIA re-certification (by
IFACI/HIIA) of the Internal Audit Division effectiveness.
Annual Evaluation of the
Internal Audit Director
The Committee approved the KPIs of the Internal Audit Division’s Director.
The annual evaluation of the Internal Audit Division’s Director for the year 2023 was completed
during the 1
st
quarter 2024.
Internal Control System
Specific related matters that the Committee considered for the year 2023 included the following activities:
Matter
Activity
Enterprise Risk
Management Framework
The Committee suggested to the BoD the Enterprise Risk Management Framework proposed by
the enterprise risk management division and the external consultant McKinsey, including the
enterprise risk assessment for the year 2023.
5. Report on the activities of the Audit Committee
265
Annual Financial Report for the period
from the 1
st
January to the 31
st
December 2023
Information Systems
Security
The Committee is regularly informed by the Chief of Staff on key IT projects in the course of the
digitalization of the Company. The Committee is also informed by the Information Security
Officer on cybersecurity issues and the adequacy of the security of the company’s IT systems.
Non-Financial Report &
CSRD
The Committee was informed by the Corporate Governance and Sustainability General Division
regarding the non-financial report for the year 2022 and the preparatory actions to ensure
readiness to apply the revised disclosure obligations as of 01.01.2024.
Project for the assessment
of the adequacy of the
procedures of central and
support function within
the COSO 2013 framework
The Committee was informed about the progress of the project "Assessment of the adequacy
of the processes of central and support functions within the framework of COSO 2013 Internal
Control System” by the Chief Administration Officer.
Evaluation of the internal
control procedures over
financial reporting of the
Company and the Group
by the External Auditors
The external auditors presented to the Committee their report for the evaluation of the internal
control procedures over financial reporting of the Company and the Group based on their audit
for the year 2022 (Management letter).
Regulatory Compliance
The Committee was informed by the Compliance Division on the annual report of its activities
for 2023 and approved the Division’s annual work plan for 2024. The Compliance Division
informed the Committee on semi-annual basis of the operation of the whistleblower line for
violations of the Company’s Code of Conduct.
Other Significant Matters
Matter
Activity
Annual work plan for 2024
The Committee approved its annual work plan for the year 2024.
Reports to the Board of
Directors
The Committee prepared and submitted reports on its activities to the BoD for the year ended
31 December 2022, and for the quarters ended 31 December 2022, 31 March 2023, 30 June
2023, and September 30, 2023.
Annual Report on the
activities of the Audit
Committee for the year
ended 2022
The Committee submitted its Annual Report on its activities for the year ended 2022 to the
General Assembly of the Shareholders of 1
st
June 2023.
Evaluation of the Audit
Committee
The evaluation of the Committee by external consultant was completed in 2023 and the results
were presented to the BoD.
5. Report on the activities of the Audit Committee
266
Annual Financial Report for the period
from the 1
st
January to the 31
st
December 2023
The Committee expressed its satisfaction for the above information and the progress of the relevant work/projects in progress.
Sustainable Development Strategy
Sustainable Development is an integral part of the MYTILINEOS 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 this is reflected in the Sustainable
Development Goals.
The Company's Sustainable Development Strategy is aimed at creating long-term and sustainable value for shareholders and
other Stakeholder groups, through a holistic approach that combines economic stability with social and environmental
sustainability. It 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 expresses the Company's commitment to tackling climate change and its contribution to a low-emissions
economy. MYTILINEOS is fully aware that climate change is one of the most urgent issues facing the planet. Moreover, the
Company, considering the high CO2 emission intensity in its production processes, has highlighted the adaptation of its activities
to the consequences of climate change and the implementation of initiatives to address it, as key elements for its sustainable
operation. In this respect, it has designed a local 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 (EU Green Deal).
Strategic Priorities
i. To further adapt its acvity to the consequences of climate change by analyzing the risks involved, while also taking
advantage of the opportunies arising.
ii. To implement, control and review the iniaves and the corresponding CO2 emission reducon and net zero targets for
2030 and 2050.
iii. To integrate climate targets into the Company’s strategic planning and decision-making processes.
5. Report on the activities of the Audit Committee
267
Annual Financial Report for the period
from the 1
st
January to the 31
st
December 2023
iv. To implement an investment plan in >2.5 GW of RES assets by 2030.
v. To develop strategic partnerships for the applicaon of new technologies to producon acvies, with the aim of
reducing the CO2 emission intensity.
vi. To further develop the acvies of the new Renewables & Storage Development Business Unit.
The second level focuses on MYTILINEOS’ systematic approach to the recording, optimal management and disclosure of
information about the ESG risks and opportunities that may affect its performance, as well as 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.
Strategic Priorities
i. To determine Material ESG topics and link them to the Company's nancial performance.
ii. To opmally manage of ESG risks and opportunies to create long-term value.
iii. To enhance the trust and facilitate the ow of informaon between the Company and the investor community.
iv. To responsibly disclose Non-Financial Informaon in accordance with the internaonal standards.
v. To constantly improve / maintain ESG performance levels.
vi. To integrate ESG criteria into the Company's investment decisions and into main operang procedures.
The third level focuses on the responsible operation of MYTILINEOS, which has been systematically cultivated, since 2008,
through the implementation of Responsible Entrepreneurship and the Company's commitment to the 10 Principles of the UN
Global Compact. For MYTILINEOS, Responsible Entrepreneurship is an ongoing self-improvement and incessant learning process,
while it also serves as a key mechanism for renewing its “social license to operate”, while at the same time it helps improve its
competitiveness at national and international level.
Strategic Priorities
i. To remain commied to its objecve of ensuring a healthy and safe work environment without accidents, adopng a
prevenon-oriented approach.
ii. To constantly migate the environmental impacts of its acvity.
iii. To develop, manage and retain a dedicated human capital, with pracces that promote an inclusive working
environment, with equal opportunies and respect for Human Rights.
iv. To connue to treat its people with responsibility and consistency, remaining their rst choice of employer during their
enre career paths, while at the same me invesng in their training and in the development of their skills.
v. To implement acons of high social value, including through the development of employee volunteering.
vi. To engage in a systemac and honest dialogue with its key Stakeholder groups, seeking to maintain mutual trust and as
well as a fuller understanding by the Company of the impacts of its operaon.
vii. To contribute to the development of local infrastructure and, overall, to the prosperity and the respect of the rights of
the cizens of the local communies adjacent to the Company's industrial units.
5. Report on the activities of the Audit Committee
268
Annual Financial Report for the period
from the 1
st
January to the 31
st
December 2023
viii. To develop responsible procurement / purchases by expanding the commitment of the Company's key suppliers and
business partners to sustainable development.
ix. To place emphasis on the quality and safety standards of the Company's products as well as on the connuous support,
service and sasfacon of customers.
Marousi, 27.03.2024
The Audit Committee
Alexios Pilavios
Konstantina Mavraki
Anthony Bartzokas
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To the Shareholders of the company MYTILINEOS S.A.
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, 2023, and the separate and consolidated statements of comprehensive income, changes in equity and cash
flow for the year then ended, and notes to the financial statements, including material accounting policy information.
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, 2023, 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 and the related risks
of material misstatements 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.
6. Independent Auditor’s Report
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Key audit matters
How our audit addressed the key audit matter
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 arising from
electricity retailing are determined though IT
systems and include judgments and computations in
areas such as unbilled revenue from customers.
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. Moreover, Group’s
revenue recognition from sales of RES portfolio are
determined through the separate performance
obligations intentifying in each contract.
Group and Company’s disclosures for the
accounting policy, judgements and estimates
used for revenues are included in explanatory
notes 2.2, 2.6, 2.21 and 3.1 to the financial
statements.
Our audit approach included, among others, the following
procedures:
I. We assessed the IT systems environment which
supports the main sources of revenues, including
related internal procedures and controls.
II. We assessed the correct data transfer from the
individual IT systems to the general ledger.
III. We assessed the judgements for the recognition
of unbilled revenue at the end the year ended 31
December 2023.
IV. 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 2023.
V. We assessed whether the accounting policies
and the methodology applied by management is
appropriate and complies with IFRS 15.
VI. We assessed the adequacy of the related
disclosures included in explanatory notes 2.2, 2.6,
2.21 and 3.1 to the financial statements.
Assessment of whether non-current assets may be impaired
As at December 31, 2023, the Group has
recognized goodwill of €260 mil. (Company: €0),
intangible assets of €402 mil. (Company: €231 mil.)
and tangible assets of €1.984 mil. (Company:
€1.187 mil.). In addition, as at December 31, 2023
the Company holds investments in subsidiaries of
€548 mil. and investments in associates of €7 mil.
(Group: €3 mil.).
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,
Our audit approach included, among others, the following
procedures:
I. We assessed management’s procedures for the
identification of impairment indications relating to
non-current assets.
II. We assessed management’s procedure relating
to the preparation of reliable business plans.
III. We assessed the reasonableness of
management’s assumptions and estimates.
IV. We assessed the mathematical accuracy of
discounted cash flow models.
V. For the above procedures, where this was
deemed appropriate, we used our firm’s
specialist.
VI. We assessed the adequacy of the related
disclosures included in explanatory notes 2.2, 2.4,
2.8, 2.9, 2.10, 3.3, 3.4, 3.5, 3.6 and 3.7 to the
financial statements.
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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, 2023, no impairment amount
has arisen 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, 2.8, 2.9,
2.10, 3.3, 3.4, 3.5, 3.6 and 3.7 to the financial
statements.
Provisions and contingent liabilities
As at December 31, 2023, 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’ estimates.
The estimates 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, 2.20, 3.20 and 3.39 to
the financial statements.
Our audit approach included, among others, the following
procedures:
I. We assessed management's procedures
regarding the collection, monitoring and
evaluation of the outcome of pending litigation
claims.
II. We reviewed and assessed legal advisors’
responses and discussed them with the
management and the legal advisors, where this
was deemed appropriate.
III. We assessed management's conclusions
regarding the effect of pending litigation claims on
Group’s and Company’s financial position.
IV. We assessed the adequacy of the related
disclosures included in explanatory notes 2.2,
2.20, 3.20 and 3.39 to 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.
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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, 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:
I. 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.
II. 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.
III. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates
and related disclosures made by management.
IV. 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
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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.
V. 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.
VI. 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 annual period and are therefore
the key audit matters.
Report on Other Legal and Regulatory Requirements
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,
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 31/12/2023.
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. 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,
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2023 and the separated per activity income statement before tax of the Company and the Group for the period January
1, 2023 to December 31, 2023 in accordance with the provision of Law 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 to the notes to the financial statements of the Company and Group, have been prepared in accordance
with the provisions of Law 4001/2011 and the decision No. 43/2014 of RAE.
3. 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. Non-Audit Services
We have not provided to the Company and its subsidiaries any prohibited non-audit services referred to in Article
5, EU Regulation No 537/2014.
The non-audit services provided to the Company and the Group, in addition to the statutory audit, during the year
ended December 31, 2023 have been disclosed in Note 3.23 to the accompanying separate and consolidated
financial statements.
5. Auditor’s Appointment
We were firstly appointed as statutory auditors by the General Assembly of shareholders of the Company on
25/06/2003. Our appointment has been, since then, uninterrupted renewed by the Annual General Assembly of
shareholders of the Company for 21 consecutive years.
6. Bylaws (Internal Regulation Code)
The Company has in effect Bylaws (Internal Regulation Code) in conformance with the provisions of article 14 of Law
4706/2020.
7. Assurance Report on European Single Electronic Format
We examined the digital records of the Company, prepared in accordance with the European Single Electronic Format
(ESEF) as defined by the European Commission Delegated Regulation 2019/815, amended by the Regulation (EU)
2020/1989 (ESEF Regulation), which comprise the separate and consolidated financial statements of the Company
for the year ended December 31, 2023, in XHTML format “213800KT8MEUJEJ2KW41-2023-12-31-en”, as well as the
provided XBRL file “213800KT8MEUJEJ2KW41-2023-12-31-en.zip” with the appropriate mark-up, on the
aforementioned consolidated financial statements. including the explanatory notes
Regulatory Framework
The digital records of the ESEF are prepared in accordance with the ESEF Regulation and the Commission
Interpretative Communication 2020/C379/01 of November 10, 2020, in conformance with Law 3556/2007 and the
relevant announcements of the Hellenic Capital Market Commission and the Athens Stock Exchange (ESEF
Regulatory Framework).
275
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In summary, this framework includes, inter alia, the following requirements:
i. All annual financial reports shall be prepared in XHTML format.
ii. For the consolidated financial statements in accordance with IFRS, financial information included in the
statements of comprehensive income, financial position, changes in equity and cash flows as well as the financial
information included in the explanatory notes, shall be marked-up with XBRL tags (XBRL ‘tags’ and ‘block tag’), in
accordance with the effective ESEF Taxonomy. ESEF technical specifications, including the relevant taxonomy, are
set out in the ESEF Regulatory Technical Standards.
The requirements set out in the current ESEF Regulatory Framework constitute the appropriate criteria for expressing
a conclusion of reasonable assurance.
Responsibilities of Management and Those Charged with Governance for the ESEF Digital Records
Management is responsible for the preparation and submission of the separate and consolidated financial statements
of the Company for the year ended December 31, 2023, in accordance with the requirements of ESEF Regulatory
Framework, and for such internal control as management determines is necessary to enable the preparation of digital
records that are free from material misstatement, whether due to fraud or error.
Auditor’s Responsibilities for the Reasonable Assurance of ESEF Digital Records
Our responsibility is to design and conduct this assurance engagement in accordance with No. 214/4/11-02-2022
Decision of the Board of Directors of the Hellenic Accounting and Auditing Standards Oversight Board (HAASOB) and
the "Guidelines on the auditors’ engagement and reasonable assurance report on European Single Electronic Format
(ESEF) for issuers whose securities are admitted to trading on a regulated market in Greece" as issued by the Institute
of Certified Public Accountants of Greece on 14/02/2022 (hereinafter "ESEF Guidelines"), in order to obtain reasonable
assurance that the separate and the consolidated financial statements of the Company, prepared by the management
in accordance with ESEF are in compliance, in all material respects, with the effective ESEF Regulatory Framework.
We conducted our work in accordance with the Code of Ethics for Professional Accountants (IESBA Code) issued by
the International Ethics Standards Board for Accountants, as incorporated in Greek legislation and we have complied
with the ethical requirements of independence, in accordance with Law 4449/2017 and EU Regulation 537/2014.
We conducted our work in accordance with the International Standard on Assurance Engagements (ISAE) 3000
“Assurance Engagements other than Audits or Reviews of Historical Financial Information” and our procedures are
limited to the requirements of ESEF Guidelines. Reasonable assurance is a high level of assurance, but is not a
guarantee that this work will always detect a material misstatement of non-compliance with the requirements of ESEF
Regulation.
Conclusion
Based on the procedures performed and the evidence obtained, the separate and consolidated financial statements of
the Company for the year ended December 31, 2023, in XHTML format “213800KT8MEUJEJ2KW41-2023-12-31-en”,
276
© 2024 Grant Thornton SA | 58, Katehaki Av. 115 25 Athens | Τ: +30 210 7280000 F: +30 210 7212222 | www.grant-thornton.gr
as well as the provided XBRL file “213800KT8MEUJEJ2KW41-2023-12-31-en.zip” with the appropriate mark-up on the
above consolidated financial statements, including the explanatory notes have been prepared, in all material respects,
in accordance with the requirements of the ESEF Regulatory Framework.
Athens, March 27 2024
The Certified Public Accountant
Christina Tsironi
SOEL Reg. Num. 36671
7. Annual Financial Statements
277
Annual Financial Report for the period
from the 1
st
January to the 31
st
December 2023
We confirm that the attached Financial Statements are those approved by the Board of Directors of “MYTILINEOS S.A.”
at 27.03.2024 and have been published to the website www.mytilineos.com as well as to the website of Athens Stock
Exchange.
7. Annual Financial Statements
7. Annual Financial Statements
278
Annual Financial Report for the period
from the 1
st
January to the 31
st
December 2023
MYTILINEOS GROUP
MYTILINEOS S.A.
(Amounts in thousands €)
01.01-31.12.2023
01.01-31.12.2022
(2)
01.01-31.12.2023
01.01-31.12.2022
(1)
Sales
3.1
5.491.685
6.306.472
4.262.309
5.554.531
Cost of sales
3.22
(4.510.625)
(5.342.215)
(3.547.500)
(4.881.287)
Gross profit
981.060
964.257
714.809
673.244
Other operating income
3.24
132.908
115.046
102.104
94.711
Administrative expenses
3.23
(130.685)
(270.222)
(118.811)
(261.497)
Research & Development expenses
(63)
(171)
-
-
Other operating expenses
3.24
(83.007)
(75.947)
(62.907)
(60.901)
Earnings before interest and income tax
900.213
732.963
635.195
445.557
Financial income
3.25
10.669
4.450
42.574
5.670
Financial expenses
3.25
(111.621)
(80.039)
(76.559)
(50.894)
Other financial results
3.26
(5.549)
(20.676)
(3.875)
(3.229)
Share of profit of associates
3.7
(7.652)
(4.026)
(6.120)
-
Profit before income tax
786.060
632.672
591.215
397.104
Income tax expense
3.27
(160.408)
(132.662)
(131.293)
(80.772)
Profit for the period
625.652
500.010
459.922
316.332
Result from discontinuing operations spinned off
-
-
-
10.597
Profit for the period
625.652
500.010
459.922
326.929
Attributable to:
Equity holders of the parent
3.28
623.110
465.898
459.922
326.929
Non controlling Interests
2.542
34.112
-
-
Basic earnings per share
3.28
4,5053
3,4099
3,3254
2,3928
Diluted earnings per share
3.28
4,4365
3,4099
3,2776
2,3928
Summury of Results from continuing operations
Oper.Earnings before income tax, financial results, depreciation
and amortization (EBITDA)
1.013.621
822.234
703.258
501.308
Earnings before interest and income tax
900.213
732.963
635.195
445.557
Profit before income tax
786.060
632.672
591.215
397.104
Profit for the period
625.652
500.010
459.922
316.332
Definition of line item: OperEarnings before income tax,
financ.res, depr& amort. (EBITDA)
Profit before income tax
786.060
632.672
591.215
397.104
Plus: Financial results
106.501
96.265
37.860
48.453
Plus: Capital results
7.652
4.026
6.120
-
Plus: Depreciation
113.408
89.356
68.063
55.751
Subtotal
1.013.621
822.319
703.258
501.308
Plus: Other operating results (ΙΙ)
-
(85)
-
-
Oper.Earnings before income tax, financial results, depreciation
and amortization (EBITDA)
1.013.621
822.234
703.258
501.308
The notes on pages 288 to 405 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.
(1)
The items of the company Statement of Comprehensive Income for the comparative period ended on 31 December 2022 have been restated in order to reflect
the data related to the segment separated from the Company. It should be noted that at the level of consolidated financial statements, no changes have occurred
(see Note 1.3 of the Financial Statements). The results of the discontinued activities are presented separately and analyzed in a distinct note (see Note 1.3 of the
Financial Statements).
(2)
The items of the consolidated Income Statement of the comparative period ended on 31 December 2022 have been restated in order to reflect the SOMETRA
SA data in continued operations (see Note 3.30 to the Financial Statements).
Operating earnings before income tax, financial results, depreciation and amortization (EBITDA) of continuing operations, for the comparative period ended
31.12.2022 before the restatements was €823.278 thousand for the Group and €516.868 thousand for the Company respectively.
Income Statement
7. Annual Financial Statements
279
Annual Financial Report for the period
from the 1
st
January to the 31
st
December 2023
MYTILINEOS GROUP
MYTILINEOS S.A.
(Amounts in thousands €)
01.01-
31.12.2023
01.01-
31.12.2022
01.01-
31.12.2023
01.01-
31.12.2022
Other Comprehensive Income:
Net Profit/(Loss) for the Period
625.652
500.010
459.922
326.929
Items that will not be reclassified to profit or loss:
Actuarial Gain / (Losses)
3.19
436
852
365
838
Deferred tax from actuarial gain/(losses)
3.9
(83)
(174)
(74)
(171)
Revaluation Of Tangible Assets
11
38
-
-
Items that may be reclassified subsequently to profit or loss:
Exchange Differences on Translation of Foreign Operations
1.309
5.575
-
-
Other comprehesive income/expenses from associated enterprises
3.7
(6.785)
-
-
-
Cash Flow Hedging Reserve
(21.765)
146.906
(11.764)
146.669
Deferred Tax from Cash Flow Hedging Reserve
3.945
(12.234)
2.600
(10.761)
Other Comprehensive Income:
(22.932)
140.963
(8.873)
136.575
Total Other Comprehensive Income
602.720
640.973
451.049
463.504
Equity attributable to parent's shareholders
600.178
606.876
451.049
463.504
Non controlling Interests
2.542
34.097
-
-
The notes on pages 288 to 405 are an integral part of these financial statements.
Statement of Comprehensive Income
7. Annual Financial Statements
280
Annual Financial Report for the period
from the 1
st
January to the 31
st
December 2023
MYTILINEOS GROUP
MYTILINEOS S.A.
(Amounts in thousands €)
31.12.2023
31.12.2022
31.12.2023
31.12.2022
Assets
Non current assets
Tangible Assets
3.3
1.983.600
1.686.411
1.187.468
1.136.193
Goodwill
3.4
259.894
220.513
-
-
Intangible Assets
3.5
402.078
240.123
231.317
107.681
Investments in Subsidiary Companies
3.6
-
-
548.066
325.787
Investments in Associates
3.7
2.818
21.717
7.013
17.013
Other Investments
21
21
-
-
Deferred Tax Receivables
3.9
202.619
149.154
146.383
104.158
Other Financial Assets
3.12.1
149
153
37
37
Derivatives
3.12.3
-
5.151
-
5.151
Other Long-term Receivables
3.12.4
226.725
97.924
50.426
99.133
Right-of-use Assets
3.2
175.388
59.217
144.996
38.181
3.253.292
2.480.384
2.315.706
1.833.334
Current assets
Total Stock
3.10
1.335.339
840.364
222.669
310.509
Construction Contracts
3.13
335.112
239.843
175.069
153.681
Trade and other receivables
3.13,3.14
1.221.720
1.211.398
783.680
792.593
Other receivables
3.11
1.073.669
975.812
1.790.126
1.275.383
Financial assets at fair value through profit or loss
3.12.2
21.030
210
21.030
210
Derivatives
3.12.3
49.524
94.441
49.339
86.574
Cash and cash equivalents
3.15
919.922
1.059.875
460.893
648.316
4.956.316
4.421.943
3.502.806
3.267.266
Assets
8.209.608
6.902.327
5.818.512
5.100.600
Liabilities & Equity
Equity
Share capital
3.18.1
138.839
138.839
138.604
138.604
Share premium
195.223
195.223
124.701
124.701
Right to acquire shares
3.18.1
1.945
-
1.945
-
Reserves
3.18.2
151.113
127.057
(162.607)
(140.537)
Retained earnings
2.088.677
1.668.894
1.554.917
1.266.499
Equity attributable to parent's shareholders
2.575.797
2.130.013
1.657.560
1.389.267
Non controlling Interests
91.153
91.049
-
-
Equity
2.666.950
2.221.062
1.657.560
1.389.267
Non-Current Liabilities
Long-term debt
3.12.5
2.012.308
1.547.070
1.410.018
820.262
Lease liabilities
3.2
173.687
54.775
144.389
34.196
Derivatives
3.12.3
919
6.019
79
6.019
Deferred Tax Liability
3.9
349.719
246.094
265.537
182.001
Liabilities for pension plans
3.19
8.037
8.023
5.783
5.927
Other long-term liabilities
3.12.7
84.936
69.312
44.657
38.119
Provisions
3.20
15.689
23.485
15.047
21.205
Non-Current Liabilities
2.645.295
1.954.778
1.885.510
1.107.729
Current Liabilities
Trade and other payables
3.16
1.185.065
1.330.652
839.891
1.141.162
Tax payable
3.21
241.353
226.501
197.190
183.534
Short-term debt
3.12.5
63.366
145.945
36.314
100.079
Current portion of non-current debt
3.12.5
554.403
19.740
47.739
-
Current portion of lease liabilities
3.2
9.102
8.396
6.003
6.945
Derivatives
3.12.3
40.729
63.932
34.414
59.096
Other payables
3.17
803.272
931.317
1.113.891
1.112.788
Current portion of non-current provisions
3.20
73
4
-
-
Current Liabilities
2.897.363
2.726.487
2.275.442
2.603.604
Liabilities
5.542.658
4.681.265
4.160.952
3.711.333
Liabilities & Equity
8.209.608
6.902.327
5.818.512
5.100.600
The notes on pages 288 to 405 are an integral part of these financial statements.
Statement of Financial Position
7. Annual Financial Statements
281
Annual Financial Report for the period
from the 1
st
January to the 31
st
December 2023
MYTILINEOS GROUP
(Amounts in thousands €)
Share
capital
Share
premium
Right to
acquire
shares
Reserves
Retained
earnings
Total
Non
controlling
Interests
Total
Opening Balance 1st January 2022, according to IFRS - as
published-
138.839
190.323
-
(56.281)
1.266.996
1.539.877
81.028
1.620.905
Change In Equity
Dividends Paid
-
-
-
(1.048)
(60.014)
(61.062)
(12.176)
(73.238)
Transfer To Reserves
-
-
-
1.439
(1.999)
(560)
-
(560)
Equity-settled share-based payment
-
-
-
25.380
-
25.380
-
25.380
Treasury Stock Sales/Purchases
-
-
-
16.065
-
16.065
-
16.065
Impact From Acquisition/absorption Of Share in Subsidiaries
-
-
-
(330)
(1.133)
(1.463)
-
(1.463)
Increase / (Decrease) Of Share Capital
-
4.900
-
-
-
4.900
(11.900)
(7.000)
Transactions With Owners
-
4.900
-
41.506
(63.146)
(16.740)
(24.076)
(40.816)
Net Profit/(Loss) For the Period
-
-
-
-
465.898
465.898
34.112
500.010
Other Comprehensive Income:
Exchange Differences on Translation of Foreign Operations
-
-
-
5.870
(280)
5.590
(15)
5.575
Cash Flow Hedging Reserve
-
-
-
146.906
-
146.906
-
146.906
Income Tax Relating to Components of Other Comprehensive
Income
-
-
-
612
(612)
-
-
-
Deferred Tax from Actuarial Gain / (Losses)
-
-
-
(174)
-
(174)
-
(174)
Actuarial Gain / (Losses)
-
-
-
852
-
852
-
852
Revaluation Of Tangible Assets
-
-
-
-
38
38
-
38
Deferred Tax from Cash Flow Hedging Reserve
-
-
-
(12.234)
-
(12.234)
-
(12.234)
Total Comprehensive Income for the Period
-
-
-
141.832
465.044
606.876
34.097
640.973
Closing Balance 31.12.2022
138.839
195.223
-
127.057
1.668.894
2.130.013
91.049
2.221.062
Opening Balance 1st January 2023, according to IFRS - as
published-
138.839
195.223
-
127.057
1.668.894
2.130.013
91.049
2.221.062
Change In Equity
Dividends Paid
-
-
-
-
(171.469)
(171.469)
(2.196)
(173.665)
Transfer To Reserves
-
-
-
37
(37)
-
-
-
Equity-settled share-based payment
-
-
-
7.242
-
7.242
-
7.242
Convertible Bond Loan
-
-
1.945
-
-
1.945
-
1.945
Treasury Stock Sales/Purchases
-
-
-
39.738
-
39.738
-
39.738
Impact From Acquisition/absorption Of Share in Subsidiaries
-
-
-
-
(31.668)
(31.668)
(242)
(31.910)
Increase / (Decrease) Of Share Capital
-
-
-
-
(182)
(182)
-
(182)
Transactions With Owners
-
-
1.945
47.017
(203.356)
(154.394)
(2.438)
(156.832)
Net Profit/(Loss) For the Period
-
-
-
-
623.110
623.110
2.542
625.652
Other Comprehensive Income:
Exchange Differences on Translation of Foreign Operations
-
-
-
1.318
(9)
1.309
-
1.309
Other comprehesive income/expenses from associated enterprises
-
-
-
(6.785)
-
(6.785)
-
(6.785)
Cash Flow Hedging Reserve
-
-
-
(21.765)
-
(21.765)
-
(21.765)
Deferred Tax from Actuarial Gain / (Losses)
-
-
-
(83)
-
(83)
-
(83)
Actuarial Gain / (Losses)
-
-
-
436
-
436
-
436
Revaluation Of Tangible Assets
-
-
-
(27)
38
11
-
11
Deferred Tax from Cash Flow Hedging Reserve
-
-
-
3.945
-
3.945
-
3.945
Total Comprehensive Income for the Period
-
-
-
(22.961)
623.139
600.178
2.542
602.720
Closing Balance 31.12.2023
138.839
195.223
1.945
151.113
2.088.677
2.575.797
91.153
2.666.950
The notes on pages 288 to 405 are an integral part of these financial statements.
Group’s Statement of Changes in Equity
7. Annual Financial Statements
282
Annual Financial Report for the period
from the 1
st
January to the 31
st
December 2023
MYTILINEOS S.A.
(Amounts in thousands €)
Share capital
Share premium
Right to acquire
shares
Reserves
Retained earnings
Total
Opening Balance 1st January 2022, according to IFRS -as published-
138.604
124.701
-
(318.228)
999.585
944.662
Change In Equity
Dividends Paid
-
-
-
-
(60.015)
(60.014)
Equity-settled share-based payment
-
-
-
25.380
-
25.380
Treasury Stock Sales/Purchases
-
-
-
16.065
-
16.065
Impact From Merge Through Acquisition of Subsidiary
-
-
-
(330)
-
(330)
Transactions With Owners
-
-
-
41.115
(60.015)
(18.899)
Net Profit/(Loss) For the Period
-
-
-
-
326.929
326.929
Other Comprehensive Income:
Cash Flow Hedging Reserve
-
-
-
146.668
-
146.668
Deferred Tax from Actuarial Gain / (Losses)
-
-
-
(171)
-
(171)
Actuarial Gain / (Losses)
-
-
-
838
-
838
Deferred Tax from Cash Flow Hedging Reserve
-
-
-
(10.759)
-
(10.760)
Total Comprehensive Income for the Period
-
-
-
136.576
326.929
463.505
Closing Balance 31.12.2022
138.604
124.701
-
(140.537)
1.266.499
1.389.267
Opening Balance 1st January 2023, according to IFRS -as published-
138.604
124.701
-
(140.537)
1.266.499
1.389.267
Change In Equity
Dividends Paid
-
-
-
-
(171.469)
(171.469)
Transfer To Reserves
-
-
-
(28)
(49)
(77)
Equity-settled share-based payment
-
-
-
7.242
-
7.242
Convertible Bond Loan
-
-
1.945
-
-
1.945
Treasury Stock Sales/Purchases
-
-
-
39.738
-
39.738
Impact From Merge Through Acquisition of Subsidiary
-
-
-
(60.137)
-
(60.137)
Transactions With Owners
-
-
1.945
(13.186)
(171.518)
(182.759)
Net Profit/(Loss) For the Period
-
-
-
-
459.924
459.924
Other Comprehensive Income:
Cash Flow Hedging Reserve
-
-
-
(11.764)
-
(11.764)
Deferred Tax from Actuarial Gain / (Losses)
-
-
-
(74)
-
(74)
Actuarial Gain / (Losses)
-
-
-
365
-
365
Deferred Tax from Cash Flow Hedging Reserve
-
-
-
2.588
12
2.600
Total Comprehensive Income for The Period
-
-
-
(8.885)
459.936
451.051
Closing Balance 31.12.2023
138.604
124.701
1.945
(162.607)
1.554.917
1.657.560
The notes on pages 288 to 405 are an integral part of these financial statements.
Entity’s Statement of Changes in Equity
7. Annual Financial Statements
283
Annual Financial Report for the period
from the 1
st
January to the 31
st
December 2023
MYTILINEOS GROUP
MYTILINEOS S.A.
(Amounts in thousands €)
01.01-
31.12.2023
01.01-
31.12.2022
(2)
01.01-
31.12.2023
01.01-
31.12.2022
(1)
Cash flows from operating activities
-
Cash flows from operating activities
3.29
373.661
963.276
(124.923)
276.888
Interest paid
(78.462)
(31.738)
(29.495)
(14.865)
Taxes paid
(139.170)
(42.884)
(92.956)
(33.173)
Net Cash flows continuing operating activities
156.029
888.654
(247.374)
228.850
Net Cash flows discontinuing spinned off operating activities
1.3
-
-
-
14.422
Net Cash flows from continuing and discontinuing operating activities
156.029
888.654
(247.374)
243.272
Net Cash flow from continuing and discontinuing investing activities
Purchases of tangible assets
(875.725)
(686.818)
(158.215)
(129.115)
Purchases of intangible assets
(178.602)
(28.889)
(135.524)
(19.586)
Sale of tangible assets
3.594
325
545
135
Dividends received
-
200
1.690
5.296
Purchase of financial assets at fair value through profit and loss
(19.169)
-
(19.169)
-
Derivatives settlement
116
179
-
232
Acquisition /Sale of associates
3.880
-
3.880
-
Acquisition /Sale of subsidiaries (less cash)
14.477
(9.459)
(79.548)
(11.702)
Interest received
3.750
895
14.078
948
Grants received/(returns)
2.002
13.941
2.002
522
Other cash flows from investing activities
-
(541)
-
-
Net Cash flow from continuing investing activities
(1.045.677)
(710.167)
(370.261)
(153.270)
Net Cash flow from discontinuing spinned off investing activities
1.3
-
-
-
(26)
Net Cash flow from continuing and discontinuing investing activities
(1.045.677)
(710.167)
(370.261)
(153.296)
Net Cash flow continuing and discontinuing financing activities
Tax payments
(180)
(100)
-
-
Dividends paid to shareholders
(167.412)
(70.066)
(165.203)
(57.890)
Proceeds from borrowings
3.12.6
2.587.767
2.016.075
1.989.234
1.815.997
Repayments of borrowings
3.12.6
(1.666.466)
(1.658.648)
(1.406.416)
(1.552.120)
Payment of finance lease liabilities
3.2
(10.875)
(8.588)
(7.442)
(6.684)
Return of share capital to shareholders
-
(7.000)
47.283
-
Sale of treasury shares
6.442
9.184
6.442
9.184
Net Cash flow continuing financing activities
749.276
280.857
463.898
208.487
Net Cash flow continuing and discontinuing financing activities
749.276
280.857
463.898
208.487
Net (decrease)/increase in cash and cash equivalents
(140.372)
459.344
(153.737)
298.463
Cash and cash equivalents at beginning of period
3.15
1.059.875
602.712
648.316
349.853
'Cash and cash equivalents at beginning of period (spined-off companies)
-
-
(52.489)
-
Cash and cash equivalents at beginning of period (merged companies)
-
-
18.803
-
Exchange differences in cash and cash equivalents
419
(2.181)
-
-
Net cash at the end of the period
919.922
1.059.875
460.893
648.316
Cash and cash equivalent
919.922
1.059.875
460.893
648.316
Net cash at the end of the period
919.922
1.059.875
460.893
648.316
The notes on pages 288 to 405 are an integral part of these financial statements.
(1)
The items of the company Statement of Cash Flows for the comparative period ended on 31 December 2023 have been restated in order to reflect the data
related to the segment separated from the Company. It should be noted that at the level of consolidated financial statements, no changes have occurred (see
Note 1.3 of the Financial Statements). The net cash flows from operating, investing, and financing activities of the discontinued operations are presented
separately and analyzed in a distinct note (see Note 1.3 of the Financial Statements).
(2)
The items of the consolidated Statement of Cash Flows of the comparative period ended on 31 December 2022 have been restated in order to reflect the
SOMETRA S.A. data in continued operations (see Note 3.30 to the Financial Statements).
Cash Flow Statement
7. Annual Financial Statements
284
Annual Financial Report for the period
from the 1
st
January to the 31
st
December 2023
Notes on the Financial Statements
1. Information about MYTILINEOS S.A. ....................................................................................................................... 288
1.1 General Information .............................................................................................................................................. 288
1.2 Nature of activities ................................................................................................................................................ 288
1.3 Group Structure ..................................................................................................................................................... 290
2. Basis for preparation of the financial statements and summary of material accounting policies ......................... 308
2.1 Changes in material accounting policies ............................................................................................................... 308
2.1.1 New Standards, Interpretations, Revisions and Amendments to existing Standards that are effective and have
been adopted by the European Union ........................................................................................................................ 308
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 .............................................................................................. 310
2.2 Significant accounting judgments, estimates and assumptions. .......................................................................... 311
2.2.1 Judgments .......................................................................................................................................................... 312
2.2.2 Estimates and assumptions ................................................................................................................................ 312
2.3 Discontinued Operations ....................................................................................................................................... 314
2.4 Consolidation ......................................................................................................................................................... 315
2.5 Acquired assets of Renewables & Storage Development Business Unit .............................................................. 316
2.6 Segment reporting................................................................................................................................................. 316
2.7 Foreign currency translation ................................................................................................................................. 317
2.8 Tangible assets ...................................................................................................................................................... 318
2.9 Intangible assets - Goodwill ................................................................................................................................. 319
2.10 Impairment of Assets .......................................................................................................................................... 320
2.11 Financial instruments .......................................................................................................................................... 321
2.12 Fair value determination ..................................................................................................................................... 322
2.13 Inventory ............................................................................................................................................................. 322
2.14 Cash and cash equivalents .................................................................................................................................. 323
2.15 Long-term assets held for sale and discontinued operations ............................................................................. 323
2.16 Share capital ........................................................................................................................................................ 323
2.17 Income tax & deferred tax .................................................................................................................................. 323
2.18 Employee benefits ............................................................................................................................................... 324
7. Annual Financial Statements
285
Annual Financial Report for the period
from the 1
st
January to the 31
st
December 2023
2.19 Grants .................................................................................................................................................................. 325
2.20 Provisions ............................................................................................................................................................ 326
2.21 Recognition of income and expenses .................................................................................................................. 326
2.22 Leases .................................................................................................................................................................. 328
2.23 Dividend distribution ........................................................................................................................................... 329
2.24 Proforma figure “Operating Earnings before Financial & Investment results, Tax, Depreciation & Amortization”
(Group EBITDA) ........................................................................................................................................................... 329
2.25 CO
2
emission liability ........................................................................................................................................... 329
2.26 Hedging Accounting ............................................................................................................................................ 330
2.27 Earnings per share ............................................................................................................................................... 331
2.28 Share-based payments ........................................................................................................................................ 331
3. Notes on the financial Statements .......................................................................................................................... 332
3.1 Segment reporting................................................................................................................................................. 332
3.2 Leases .................................................................................................................................................................... 335
3.3 Tangible assets ...................................................................................................................................................... 337
3.4 Goodwill ................................................................................................................................................................ 339
3.4.1 Changes in goodwill ............................................................................................................................................ 339
3.4.2 Impairment test on goodwill .............................................................................................................................. 339
3.4.3 Assumptions used in calculation of Value in Use ............................................................................................... 340
3.5 Intangible Assets ................................................................................................................................................... 341
3.6 Investments in subsidiaries ................................................................................................................................... 343
3.6.1 Important non-controlling interests................................................................................................................... 343
3.7 Investments in associate companies ..................................................................................................................... 344
3.7.1 Interests in Associates ........................................................................................................................................ 345
3.8 Investments in joint operations – proportional method ...................................................................................... 345
3.9 Deferred tax........................................................................................................................................................... 346
3.10 Inventories ........................................................................................................................................................... 348
3.11 Other receivables ................................................................................................................................................ 349
3.12 Financial assets & liabilities ................................................................................................................................. 349
3.12.1 Other Financial Assets ...................................................................................................................................... 350
3.12.2 Financial assets at fair value through profit or loss ......................................................................................... 350
7. Annual Financial Statements
286
Annual Financial Report for the period
from the 1
st
January to the 31
st
December 2023
3.12.3 Derivatives financial instruments ..................................................................................................................... 350
3.12.4 Other long-term receivables ............................................................................................................................ 353
3.12.5 Loan liabilities ................................................................................................................................................... 353
3.12.6 Loan liabilities movement ................................................................................................................................ 355
3.12.7 Other long-term liabilities ................................................................................................................................ 355
3.13 Receivables for construction contracts ............................................................................................................... 356
3.14 Customers and other trade receivables .............................................................................................................. 356
3.15 Cash and cash equivalents .................................................................................................................................. 357
3.16 Suppliers and other liabilities .............................................................................................................................. 358
3.17 Other short-term liabilities .................................................................................................................................. 358
3.18 Total Equity .......................................................................................................................................................... 358
3.18.1 Share capital ..................................................................................................................................................... 358
3.18.2 Reserves ........................................................................................................................................................... 359
3.19 Employee benefit liabilities ................................................................................................................................. 363
3.20 Provisions ............................................................................................................................................................ 365
3.21 Current tax liabilities ........................................................................................................................................... 366
3.22 Cost of goods sold ............................................................................................................................................... 366
3.23 Administrative Expenses ..................................................................................................................................... 367
3.24 Other operating income / expenses .................................................................................................................... 367
3.25 Financial income / expenses ............................................................................................................................... 368
3.26 Other financial results ......................................................................................................................................... 369
3.27 Income tax ........................................................................................................................................................... 369
3.28 Earnings per share and dividends ....................................................................................................................... 370
3.29 Cash flows from operating activities ................................................................................................................... 371
3.30 Discontinued Operations ..................................................................................................................................... 372
3.31 Encumbrances ..................................................................................................................................................... 373
3.32 Commitments ...................................................................................................................................................... 373
3.33 Financial Risk Factors........................................................................................................................................... 373
3.34 Fair Value Measurements ................................................................................................................................... 384
3.35 Capital Management ........................................................................................................................................... 386
3.36 Dividend Proposed and Payable .......................................................................................................................... 386
7. Annual Financial Statements
287
Annual Financial Report for the period
from the 1
st
January to the 31
st
December 2023
3.37 Number of employees ......................................................................................................................................... 387
3.38 Related Party transactions .................................................................................................................................. 387
3.39 Contingent Assets & Contingent Liabilities ......................................................................................................... 389
3.39.1 Unaudited tax years ......................................................................................................................................... 389
3.39.2 Other Contingent Assets & Liabilities ............................................................................................................... 398
3.39.3 Guarantees ....................................................................................................................................................... 401
3.40 Post Balance sheet events ................................................................................................................................... 401
7. Annual Financial Statements
288
Annual Financial Report for the period
from the 1
st
January to the 31
st
December 2023
1.1 General Information
MYTILINEOS S.A. is today one of the biggest industrial Groups internationally, activated in Energy & Metals. 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.
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 31.12.2023 (along with the respective comparative information for the previous year
2022), were approved by the Board of directors on 27.03.2024 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,
1. Information about MYTILINEOS S.A.
7. Annual Financial Statements
289
Annual Financial Report for the period
from the 1
st
January to the 31
st
December 2023
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.
In the context of the corporate transformation of Mytilineos Group, with the decisions of the Extraordinary General Meeting of
Shareholders held on 10.04.2023, the spin-off of the Infrastructure Division of the Company and its contribution to the wholly
owned subsidiary named “MYTILINEOS CONSTRUCTION SINGLE MEMBER SOCIÉTÉ ANONYME” (trading as "ΜΕΤΚΑ ΑΤΕ"), was
approved in accordance with the provisions of law 4601/2019 (articles 57 para. 2, 59-73), law 4548/2018, and article 52 of law
4172/2013.
On 16.05.2023, with the approval decision of the Ministry of Development and Investments (ΑΔΑ: 6ΕΝ46ΜΤΛΡ-ΖΤΥ) which was
registered in the General Commercial Registry on the same day with Registration Code 3607789, the spin-off of the Infrastructure
Division of the Company and its contribution to the wholly-owned subsidiary named “MYTILINEOS CONSTRUCTION SINGLE
MEMBER SOCIÉTÉ ANONYME” (trading as "ΜΕΤΚΑ ΑΤΕ") was completed, in accordance with the provisions of law 4601/2019
(article 57 para. 2, 59-73), law 4548/2018, and article 52 of law 4172/2013.
As a result of the spin-off, the following consequences arise:
i) "ΜΕΤΚΑ ΑΤΕ" replaces the entire transferred property as the universal successor, as reflected in the Company's financial
statements as of 31.12.2022 and was shaped until the day of the completion of the spin-off,
ii) The share capital of "ΜΕΤΚΑ ΑΤΕ" increased by €148.180.390 by issuing 148.180.390 new common registered shares with a
nominal value of €1.00 each, which were fully subscribed by the Company.
The impact of the spin-off on the Financial Position of the Separated Entity is analyzed in Note 1.3 Group Structure. The
comparative information of the Statement of Comprehensive Income and the summary Statement of Cash Flow has
been restated to present the discontinued operations at the company level. The spin-off has no effect on the
consolidated financial statements of the period or the comparative figures.
7. Annual Financial Statements
290
Annual Financial Report for the period
from the 1
st
January to the 31
st
December 2023
1.3 Group Structure
The Group Structure as at 31.12.2023 is presented on the following table:
COUNTRY OF CONSOLIDATION NAME OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES PERCENTAGE 31.12.2023 INCORPORATION METHOD Direct % Indirect % 1 MYTILINEOS S.A. Greece - - - 2 SERVISTEEL S.A. Greece Full 99,98% 0,00% 3 ELEMKA S.A. Greece Full 0,00% 83,50% 4 BRIDGE ACCESSORIES & CONSTRUCTION SYSTEMS S.A. Greece Full 0,00% 62,63% 5 DELFI DISTOMON A.M.E. Greece Full 100,00% 0,00% 6 DESFINA SHIPPING COMPANY Greece Full 100,00% 0,00% 7 ST. NIKOLAOS SINGLE MEMBER P.C. Greece Full 100,00% 0,00% 8 RENEWABLE SOURCES OF KARYSTIA S.A. Greece Full 100,00% 0,00% 9 GENIKI VIOMICHANIKI S.A. Greece Full Joint Management Joint Management 10 HYDROHOOS S.A. Greece Full 100,00% 0,00% 11 NORTH AEGEAN RENEWABLES Greece Full 100,00% 0,00% 12 MYTILINEOS HELLENIC WIND POWER S.A. Greece Full 80,00% 0,00% 13 AIOLIKI ANDROU TSIROVLIDI S.A. Greece Full 1,00% 79,20% 14 MYTILINEOS AIOLIKI NEAPOLEOS S.A. Greece Full 1,00% 79,20% 15 AIOLIKI EVOIAS PIRGOS S.A. Greece Full 1,00% 79,20% 16 AIOLIKI EVOIAS POUNTA S.A. Greece Full 1,00% 79,20% 17 AIOLIKI EVOIAS HELONA S.A. Greece Full 1,00% 79,20% 18 AIOLIKI ANDROU RAHI XIROKOBI S.A. Greece Full 1,00% 79,20% 19 METKA AIOLIKA PLATANOU S.A. Greece Full 1,00% 79,20% 20 AIOLIKI SAMOTHRAKIS S.A. Greece Full 100,00% 0,00% 21 AIOLIKI EVOIAS DIAKOFTIS S.A. Greece Full 1,00% 79,20% 22 AIOLIKI SIDIROKASTROU S.A. Greece Full 1,00% 79,20% 23 HELLENIC SOLAR S.A. Greece Full 100,00% 0,00% 24 SPIDER S.A. Greece Full 100,00% 0,00% 25 MINING OF FLORINA LIGNITE SINGLE MEMBER S.A. Greece Full 0,00% 100,00% 26 MYTILINEOS CONSTRUCTION SINGLE MEMBER SOCIÉTÉ ANONYME Greece Full 100,00% 0,00% 27 ANEMODRASI RENEWABLE ENERGY SOURCES S.A. Greece Full 100,00% 0,00% 28 ANEMORAHI RENEWABLE ENERGY SOURCES S.A. Greece Full 100,00% 0,00% 29 HORTEROU S.A. Greece Full 100,00% 0,00% 30 KISSAVOS DROSERI RAHI S.A. Greece Full 100,00% 0,00% 31 KISSAVOS PLAKA TRANI S.A. Greece Full 100,00% 0,00% 32 KISSAVOS FOTINI S.A. Greece Full 100,00% 0,00% 33 AETOVOUNI S.A. Greece Full 100,00% 0,00% 34 LOGGARIA S.A. Greece Full 100,00% 0,00% 35 IKAROS ANEMOS S.A. Greece Full 100,00% 0,00% 36 KERASOUDA S.A. Greece Full 100,00% 0,00% 37 AIOLIKH ARGOSTYLIAS S.A. Greece Full 100,00% 0,00% 38 MNG TRADING S.A. Greece Full 100,00% 0,00% 39 KORINTHOS POWER S.A. Greece Full 0,00% 65,00%
7. Annual Financial Statements
291
Annual Financial Report for the period
from the 1
st
January to the 31
st
December 2023
40 KILKIS PALEON TRIETHNES S.A. Greece Full 100,00% 0,00% 41 ANEMOROE S.A. Greece Full 100,00% 0,00% 42 PROTERGIA ENERGY S.A. Greece Full 0,00% 100,00% 43 SOLIEN ENERGY S.A. Greece Full 100,00% 0,00% 44 ALUMINIUM OF GREECE INDUSTRIAL AND COMMERCIAL SOCIETE ANONYME (EX OSTENITIS S.A.) Greece Full 100,00% 0,00% 45 AIOLIKH TRIKORFON S.A. Greece Full 100,00% 0,00% 46 MAKRYNOROS ENERGEIAKH S.A. Greece Full 100,00% 0,00% 47 PROTERGIA THERMOELEKTRIKI S.A. Greece Full 100,00% 0,00% 48 ZEOLOGIC S.A. Greece Full 0,00% 60,00% 49 EP.AL.ME. S.A. Greece Full 100,00% 0,00% 50 J/V ΜΕΤΚΑ - TERNA Greece Equity 10,00% 0,00% 51 FTHIOTIKI ENERGY S.A. Greece Equity 35,00% 0,00% 52 J/V MYTILINEOS ELEMKA Greece Full 90,00% 0,00% 53 J/V METKA A.T.E - XANTHAKIS Greece Equity 0,00% 50,00% 54 J/V AVAX S.A. – INTRAKAT – MYTIINEOS S.A. -TERNA S.A. Greece Equity 25.00% 0.00% 55 KEDRINOS LOFOS OPERATION S.A. Greece Equity 50,00% 0,00% 56 EGNATIA WIND M.A.E. Greece Full 100,00% 0.00% 57 MYTILINEOS - TECHNOLOGY AND DIGITAL INNOVATION SINGLE MEMBER SOCIETE ANONYME Greece Full 100,00% 0.00% 58 AENAOS SYSSOREUTES ENERGEIAKI MONOPROSOPI AE Greece Full 100,00% 0.00% 59 KEDRINOS LOFOS S.A. Greece Equity 50,00% 0.00% 60 MYTILINEOS WIND ENERGY ALBANIA Albania Full 100,00% 0,00% 61 MTRH Developmnet GmbH Austria Full 0,00% 100,00% 62 DROSCO HOLDINGS LIMITED Cyprus Full 0,00% 83,50% 63 STANMED TRADING LTD Cyprus Full 0,00% 74,80% 64 METKA RENEWABLES LIMITED Cyprus Full 100,00% 0,00% 65 METKA POWER INVESTMENTS Cyprus Full 100,00% 0,00% 66 Energy Ava Yarz LLC Iran Full 0,00% 100,00% 67 MYTILINEOS FINANCE S.A. Luxembourg Full 74,80% 0,00% 68 MYTILINEOS FINANCIAL PARTNERS S.A. Luxembourg Full 100,00% 0,00% 69 AURORA VENTURES Marshal Islands Full 0,00% 100,00% 70 METKA POWER WEST AFRICA LIMITED Nigeria Full 100,00% 0,00% 71 MYTILINEOS HEAT AND POWER GENERATION North Macedonia Full 100,00% 0,00% 72 RIVERA DEL RIO Panama Full 50,00% 0,00% 73 ΜΕΤΚΑ BRAZI SRL Romania Full 100,00% 0,00% 74 SOMETRA S.A. Romania Full 92,79% 0,00% 75 DELTA PROJECT CONSTRUCT SRL Romania Full 95,01% 0,00% 76 ELEMKA SAUDI Saudi Arabia Full 0,00% 51,00% 77 MYTILINEOS BELGRADE D.O.O. Serbia Full 0,00% 100,00% 78 MYTILINEOS INTERNATIONAL COMPANY AG "MIT Co" Switzerland Full 0,00% 74,80% 79 POWER PROJECT SANAYI INSAAT TICARET LIMITED SIRKETI Turkey Full 99,00% 1,00% 80 METKA INTERNATIONAL LTD (FZE) United Arab Emirates Full 0,00% 100,00% 81 METKA INTERNATIONAL LTD (RAK) United Arab Emirates Full 100,00% 0,00% 82 PROTERGIA ENERGY ALBANIA LTD Albania Full 0,00% 100,00% 83 PROTERGIA ENERGY DOOEL Skopje North Macedonia Full 0,00% 100,00% 84 J/V MYTILINEOS - EUSIF Greece Proportional Method 50,00% 0,00%
7. Annual Financial Statements
292
Annual Financial Report for the period
from the 1
st
January to the 31
st
December 2023
85 J/V TERNA S.A.-METKA ATE (RODODAFNI - RIO) - (ex J/V TERNA S.A. – MYTILINEOS S.A.) Greece Proportional Method 0,00% 50,00% 86 J/V TERNA S.A.-METKA ATE (KIATO - RODOAFNI) - (ex J/V TERNA S.A. – MYTILINEOS S.A.) Greece Proportional Method 0,00% 50,00% 87 J/V AVAX S.A.-METKA ATE - (ex J/V AVAX S.A. - MYTILINEOS S.A.) Greece Proportional Method 0,00% 50,00% 88 METKA EGN GREECE S.M.S.A. Greece Full 0,00% 100,00% 89 METKA EGN AUSTRALIA PTY LTD Australia Full 0,00% 100,00% 90 METKA EGN AUSTRALIA (QLD) PTY LTD Australia Full 0,00% 100,00% 91 METKA EGN AUSTRALIA PTY HOLDINGS LTD* Australia - 0,00% 100,00% 92 TERRANOVA ASSETCO PTY LTD* Australia - 0,00% 100,00% 93 WAGGA-WAGGA OPERATIONS CO PTY LTD Australia Full 0,00% 100,00% 94 WAGGA-WAGGA PROPERTY CO PTY LTD Australia Full 0,00% 100,00% 95 JUNEE OPERATIONS CO PTY LTD Australia Full 0,00% 100,00% 96 JUNEE PROPERTY CO PTY LTD Australia Full 0,00% 100,00% 97 COROWA OPERATIONS CO PTY LTD Australia Full 0,00% 100,00% 98 COROWA PROPERTY CO PTY LTD Australia Full 0,00% 100,00% 99 MOAMA OPERATIONS CO PTY LTD* Australia - 0,00% 100,00% 100 MOAMA PROPERTY CO PTY LTD* Australia - 0,00% 100,00% 101 KINGAROY PROPERTY CO PTY LTD* Australia - 0,00% 100,00% 102 GLENELLA PROPERTY CO PTY LTD* Australia - 0,00% 100,00% 103 METKA EGN AUSTRALIA HOLDINGS TWO PTY LTD Australia Full 0,00% 100,00% 104 MOURA SOLAR FARM HOLDINGS PTY LTD Australia Full 0,00% 100,00% 105 WYALONG SOLAR FARM HOLDINGS PTY LTD* Australia - 0,00% 100,00% 106 MAVIS SOLAR FARM AUSTRALIA HOLDINGS PTY LTD* Australia - 0,00% 100,00% 107 POLLDALE SF HOLDINGS PTY LTD (ex. PENRITH BESS HOLDINGS PTY LTD) * Australia - 0,00% 100,00% 108 TERRANOVA HOLDCO PTY LTD* Australia - 0,00% 100,00% 109 M RENEWABLES AUSTRALIA DEVELOPMENTS PTY LTD (FORMERLY EPC HOLDCO PTY LTD) Australia - 0,00% 100,00% 110 MOURA SOLAR FARM SPV PTY LTD Australia Full 0,00% 100,00% 111 WYALONG SOLAR FARM PTY LTD Australia - 0,00% 100,00% 112 MAVIS SOLAR FARM PTY LTD* Australia - 0,00% 100,00% 113 MOURA SOLAR FARM SPV HOLDINGS PTY LTD Australia Full 0,00% 100,00% 114 METKA EGN Burkina Faso Burkina Faso Full 0,00% 100,00% 115 METKA-EGN CHILE SPA Chile Full 0,00% 100,00% 116 INVERSIONES FOTOVOLTAICAS SPA* Chile - 0,00% 100,00% 117 CAMPANILLAS SOLAR SPA* Chile - 0,00% 100,00% 118 TAMARICO SOLAR DOS SPA* Chile - 0,00% 100,00% 119 DONA ANTONIA SOLAR SPA* Chile - 0,00% 100,00% 120 PLANTA SOLAR TOCOPILLA SPA* Chile - 0,00% 100,00% 121 METKA-EGN LTD Cyprus Full 100,00% 0,00% 122 METKA EGN Holdings 1 Limited* Cyprus - 0,00% 100,00% 123 SANTIAM INVESTMENT V LTD Cyprus Full 0,00% 90,00% 124 SANTIAM INVESTMENT VI LTD Cyprus Full 0,00% 90,00% 125 SANTIAM INVESTMENT I LTD* Cyprus - 0,00% 90,00% 126 SANTIAM INVESTMENT II LTD* Cyprus - 0,00% 90,00% 127 SANTIAM INVESTMENT III LTD* Cyprus - 0,00% 90,00% 128 SANTIAM INVESTMENT IV LTD* Cyprus - 0,00% 90,00% 129 METKA EGN FRANCE SRL France Full 0,00% 100,00% 130 Upper Hunter SF Holdings Pty Ltd* Australia - 0,00% 100,00%
7. Annual Financial Statements
293
Annual Financial Report for the period
from the 1
st
January to the 31
st
December 2023
131 HERA SUN POWER PRIVATE LIMITED* India - 0,00% 100,00% 132 GOREYSBRIDGE SPV LIMITED* Ireland - 0,00% 100,00% 133 GOREY SPV LIMITED* Ireland - 0,00% 100,00% 134 METKA EGN ITALY S.R.L. Italy Full 0,00% 100,00% 135 METKA EGN SARDINIA SRL* Italy - 0,00% 100,00% 136 METKA EGN APULIA SRL* Italy - 0,00% 100,00% 137 MY SUN SRL* Italy - 0,00% 100,00% 138 METKA EGN RENEWABLES DEVELOPMENT ITALY S.R.L.* Italy - 0,00% 100,00% 139 MYT ENERGY DEVELOPMENT SRL * Italy - 0,00% 100,00% 140 CATCH THE SUN 2 S.R.L.* Italy - 0,00% 100,00% 141 CATCH THE SUN 5 S.R.L.* Italy - 0,00% 90,00% 142 MYT SARDINIA 1 S.R.L.* Italy - 0,00% 100,00% 143 MYT SARDINIA 2 S.R.L.* Italy - 0,00% 100,00% 144 MYT SARDINIA 3 S.R.L.* Italy - 0,00% 100,00% 145 MYT SARDINIA 4 S.R.L.* Italy - 0,00% 100,00% 146 MYT SARDINIA 5 S.R.L.* Italy - 0,00% 100,00% 147 MYT SARDINIA 6 S.R.L.* Italy - 0,00% 100,00% 148 ΜΕΤΚΑ EGN KZ LLP Kazakhstan Full 0,00% 100,00% 149 METKA GENERAL CONTRACTOR CO. LTD Korea Full 0,00% 100,00% 150 METKA KOREA LTD* Korea - 0,00% 100,00% 151 VIGA KOREA TAEAHN Inc.* Korea - 0,00% 100,00% 152 MK SOLAR CO. LTD.* Korea - 0,00% 100,00% 153 HANMAEUM ENERGY CO., LTD.* Korea Full 0,00% 100,00% 154 METKA EGN MEXICO, S. DE R.L. DE C.V. Mexico Full 0,00% 100,00% 155 METKA EGN Mexico Holding S.A. DE C.V.* Mexico - 0,00% 100,00% 156 METKA CYPRUS PORTUGAL HOLDINGS Portugal - 0,00% 100,00% 157 METKA CYPRUS PORTUGAL 2* Portugal - 0,00% 100,00% 158 METKA CYPRUS PORTUGAL 3* Portugal - 0,00% 100,00% 159 CENTRAL SOLAR DE DIVOR LDA* Portugal - 0,00% 100,00% 160 CENTRAL SOLAR DE FALAGUEIRA DLA* Portugal - 0,00% 100,00% 161 METKA EGN ROM S.R.L. Romania Full 0,00% 100,00% 162 SOLAR REVOLUTION S.R.L. (Kinisi) Romania - 0,00% 100,00% 163 SOLAR RENEWABLE S.R.L. (Mosteni)* Romania - 0,00% 100,00% 164 MYT HOLDCO CLEAN ENERGY S.R.L.* Romania - 0,00% 100,00% 165 METKA EGN SINGAPORE PTE LTD Singapore Full 0,00% 100,00% 166 METKA EGN Singapore Holdings Pte Ltd Singapore Full 0,00% 100,00% 167 METKA EGN SINGAPORE HOLDINGS 2 PTE. LTD* Singapore - 0,00% 100,00% 168 METKA EGN SINGAPORE HOLDINGS 3 PTE. LTD* Singapore - 0,00% 100,00% 169 MAVIS SOLAR FARM SINGAPORE PTE. LTD* Singapore - 0,00% 100,00% 170 MOURA SOLAR FARM PTE. LTD.* Singapore - 0,00% 100,00% 171 WYALONG SOLAR FARM PTE. LTD.* Singapore - 0,00% 100,00% 172 PENRITH BESS HOLDING PTE LTD* Singapore - 0,00% 100,00% 173 METKA EGN SINGAPORE HOLDINGS 4 PTE * Singapore - 0,00% 100,00% 174 ROSEDALE SOLAR HOLDINGS PTE LTD* Singapore - 0,00% 100,00% 175 METKA EGN SPAIN SLU Spain Full 0,00% 100,00% 176 METKA EGN SOLAR 2 SOCIEDAD LIMITADA Spain Full 0,00% 100,00%
7. Annual Financial Statements
294
Annual Financial Report for the period
from the 1
st
January to the 31
st
December 2023
177 METKA EGN SOLAR 5 SOCIEDAD LIMITADA Spain Full 0,00% 100,00% 178 METKA EGN SPAIN HOLDING 2 SL Spain Full 0,00% 100,00% 179 METKA EGN SOLAR 1 SOCIEDAD LIMITADA* Spain - 0,00% 100,00% 180 METKA EGN SOLAR 3 SOCIEDAD LIMITADA* Spain - 0,00% 100,00% 181 METKA EGN SOLAR 6 SOCIEDAD LIMITADA* Spain - 0,00% 100,00% 182 METKA EGN SOLAR 7 SOCIEDAD LIMITADA* Spain - 0,00% 100,00% 183 METKA EGN SOLAR 8 SOCIEDAD LIMITADA* Spain - 0,00% 100,00% 184 METKA EGN SOLAR 9 SOCIEDAD LIMITADA* Spain - 0,00% 100,00% 185 METKA EGN SOLAR 10 SOCIEDAD LIMITADA* Spain - 0,00% 100,00% 186 METKA EGN SOLAR 11 SOCIEDAD LIMITADA* Spain - 0,00% 100,00% 187 METKA EGN SOLAR 12 SOCIEDAD LIMITADA* Spain - 0,00% 100,00% 188 METKA EGN SOLAR 13 SOCIEDAD LIMITADA* Spain - 0,00% 100,00% 189 METKA EGN SOLAR 14 SOCIEDAD LIMITADA* Spain - 0,00% 100,00% 190 METKA EGN SOLAR 15 SOCIEDAD LIMITADA* Spain - 0,00% 100,00% 191 METKA EGN SOLAR 16 SOCIEDAD LIMITADA* Spain - 0,00% 100,00% 192 METKA EGN SOLAR 17 SOCIEDAD LIMITADA* Spain - 0,00% 100,00% 193 METKA EGN SOLAR 18 SOCIEDAD LIMITADA* Spain - 0,00% 100,00% 194 METKA EGN SOLAR 19 SOCIEDAD LIMITADA* Spain - 0,00% 100,00% 195 METKA EGN SOLAR 20 SOCIEDAD LIMITADA* Spain - 0,00% 100,00% 196 METKA EGN SOLAR 21 SOCIEDAD LIMITADA* Spain - 0,00% 100,00% 197 METKA EGN SOLAR 22 SOCIEDAD LIMITADA* Spain - 0,00% 100,00% 198 METKA EGN SOLAR 23 SOCIEDAD LIMITADA* Spain - 0,00% 100,00% 199 METKA EGN SOLAR 24 SOCIEDAD LIMITADA* Spain - 0,00% 100,00% 200 METKA EGN SOLAR 25 SOCIEDAD LIMITADA* Spain - 0,00% 100,00% 201 METKA EGN SOLAR 26 SOCIEDAD LIMITADA* Spain - 0,00% 100,00% 202 METKA EGN SOLAR 27 SOCIEDAD LIMITADA* Spain - 0,00% 100,00% 203 METKA EGN SOLAR 28 SOCIEDAD LIMITADA* Spain - 0,00% 100,00% 204 METKA EGN SOLAR 29 SOCIEDAD LIMITADA* Spain - 0,00% 100,00% 205 METKA EGN SOLAR 30 SOCIEDAD LIMITADA* Spain - 0,00% 100,00% 206 METKA EGN SOLAR 31 SOCIEDAD LIMITADA* Spain - 0,00% 100,00% 207 METKA EGN SOLAR 32 SOCIEDAD LIMITADA* Spain - 0,00% 100,00% 208 METKA EGN SOLAR 33 SOCIEDAD LIMITADA* Spain - 0,00% 100,00% 209 METKA EGN SOLAR 34 SOCIEDAD LIMITADA* Spain - 0,00% 100,00% 210 METKA EGN SOLAR 35 SOCIEDAD LIMITADA* Spain - 0,00% 100,00% 211 METKA EGN SOLAR 36 SOCIEDAD LIMITADA* Spain - 0,00% 100,00% 212 METKA EGN SOLAR 37 SOCIEDAD LIMITADA* Spain - 0,00% 100,00% 213 METKA EGN SOLAR 38 SOCIEDAD LIMITADA* Spain - 0,00% 100,00% 214 METKA EGN SOLAR 39 SOCIEDAD LIMITADA* Spain - 0,00% 100,00% 215 METKA EGN SOLAR 40 SOCIEDAD LIMITADA* Spain - 0,00% 100,00% 216 METKA EGN GREEN POWER HOLDINGS CO LTD* Taiwan - 0,00% 100,00% 217 METKA-EGN UGANDA SMC LTD Uganda Full 0,00% 100,00% 218 METKA-EGN LIMITED United Kingdom Full 0,00% 100,00% 219 FALAG Holdings Limited* United Kingdom - 0,00% 100,00% 220 CROOME AIRFIELD SOLAR LIMITED* United Kingdom - 0,00% 100,00% 221 EEB13 Limited (Cordon)* United Kingdom - 0,00% 100,00% 222 METKA EGN RENEWCO HOLDING LIMITED* United Kingdom - 0,00% 100,00%
7. Annual Financial Statements
295
Annual Financial Report for the period
from the 1
st
January to the 31
st
December 2023
223 METKA EGN TW HOLDINGS LIMITED* United Kingdom - 0,00% 100,00% 224 SSPV1 LIMITED (Carey)* United Kingdom - 0,00% 100,00% 225 WATNALL ENERGY LIMITED* United Kingdom - 0,00% 100,00% 226 METKA EGN REGENER8 HOLDING LIMITED* United Kingdom - 0,00% 100,00% 227 REGENER8 SPV 1 LIMITED* United Kingdom - 0,00% 100,00% 228 REGENER8 SPV 2 LIMITED* United Kingdom - 0,00% 100,00% 229 REGENER8 SPV 3 LIMITED* United Kingdom - 0,00% 100,00% 230 REGENER8 SPV 4 LIMITED* United Kingdom - 0,00% 100,00% 231 MYT UK HOLDING 1 LIMITED* United Kingdom - 0,00% 100,00% 232 METKA EGN CENTRAL ASIA Uzbekistan Full 0,00% 100,00% 233 MYT STRUGA SP. ZOO* Poland - 0,00% 100,00% 234 MYT WITKOW SP. ZOO* Poland - 0,00% 100,00% 235 MYT HRVATSKA D.o.o.* Croatia - 0,00% 100,00% 236 MOURA SF FINANCE CO PTY LTD* Australia - 0,00% 100,00% 237 WYALONG SF FINANCE CO PTY LTD* Australia - 0,00% 100,00% 238 KINGAROY SF FINANCE CO PTY LTD* Australia - 0,00% 100,00% 239 METKA SOL LTD* Cyprus - 0,00% 100,00% 240 METKA-EGN Holdings 2 LTD* Cyprus - 0,00% 100,00% 241 METKA-EGN Holdings 3 LTD* Cyprus - 0,00% 100,00% 242 SELSSE Solar Holdings I Limited* United Kingdom - 0,00% 100,00% 243 MYT UK Holding 4 Limited* United Kingdom - 0,00% 100,00% 244 MYT UK Holding 5 Limited* United Kingdom - 0,00% 100,00% 245 SOLAR CHALLENGE 3 S.R.L.* Italy - 0,00% 100,00% 246 NLSOLARE S.R.L.* Italy - 0,00% 100,00% 247 LUXENIA S.R.L.* Italy - 0,00% 100,00% 248 NAMWOON A CO LTD* Korea - 0,00% 100,00% 249 NAMWOON B CO LTD* Korea - 0,00% 100,00% 250 DOCKING FARM SOLAR LTD* United Kingdom - 0,00% 100,00% 251 NORTH FARM SOLAR EXTENSION LTD* United Kingdom - 0,00% 100,00% 252 SELSSE SOLAR HOLDINGS IV LTD* United Kingdom - 0,00% 100,00% 253 MYT UK Holding 2 Limited United Kingdom - 0,00% 100,00% 254 MYT UK Holding 3 Limited United Kingdom - 0,00% 100,00% 255 HAUNTON FARMERS' SOLAR Limited* United Kingdom - 0,00% 100,00% 256 WHIRLBUSH SOLAR Limited* United Kingdom - 0,00% 100,00% 257 GREEN FARM SOLAR LIMITED* United Kingdom - 0,00% 100,00% 258 MYT EPC Ireland Limited Ireland Full 0,00% 100,00% 259 SUNLIGHT VENTURE SRL* Romania - 0,00% 100,00% 260 MYT APULIA STORAGE 1 S.r.l* Italy - 0,00% 100,00% 261 MYT APULIA STORAGE 2 S.r.l* Italy - 0,00% 100,00% 262 MYT APULIA STORAGE 3 S.r.l* Italy - 0,00% 100,00% 263 MYT APULIA H2 S.R.L* Italy - 0,00% 100,00% 264 RENEWABLE ADVENTURE 3 S.R.L* Italy - 0,00% 100,00% 265 MYT GG ENERGY 8 S.R.L (ex GREEN GENIUS 8 S.R.L) * Italy - 0,00% 100,00% 266 MYT GG ENERGY 16 S.R.L (ex GREEN GENIUS 16 S.R.L) * Italy - 0,00% 100,00% 267 GREEN GENIUS 7 S.R.L * Italy - 0,00% 45,00% 268 MUNNA CREEK HOLDING PTE LTD* Singapore - 0,00% 100,00%
7. Annual Financial Statements
296
Annual Financial Report for the period
from the 1
st
January to the 31
st
December 2023
269 ΜΥΤ Bulgaria EOOD Bulgaria Full 0,00% 100,00% 270 BRYANT HOLDINGS LIMITED Cyprus Full 0,00% 74,80% 271 CORAL SOLAR SL* Spain - 0,00% 100,00% 272 CENTRAL SOLAR DA AJUDA, LDA.* Portugal - 0,00% 100,00% 273 CENTRAL SOLAR DE ESCORVAS LDA.* Portugal - 0,00% 100,00% 274 DESARROLLOS SOLARES DE TOMELLOSO SL* Spain - 0,00% 100,00% 275 ESTRELLA SOLAR SL* Spain - 0,00% 100,00% 276 GL17 OOD (Nova Zagora 2)* Bulgaria - 0,00% 100,00% 277 ABACUS International EOOD (EX ZEFERO EOOD) Bulgaria - 0,00% 100,00% 278 Mytilineos Energy Trading Chile SpA* Chile - 0,00% 100,00% 279 RAPELCO SOLAR SpA* Chile - 0,00% 100,00% 280 BELLAVISTA SOLAR SpA* Chile - 0,00% 100,00% 281 TALHUAN CULENCO SOLAR SpA* Chile - 0,00% 100,00% 282 PRIMERA AGUA LOS PINOS SOLAR SpA* Chile - 0,00% 100,00% 283 Demeter Sun Power Limited* India - 0,00% 100,00% 284 Hades Sun Power Limited* India - 0,00% 100,00% 285 Hermes Sun Power Limited* India - 0,00% 100,00% 286 FRUGAL ENERGY PRIVATE LTD* India - 0,00% 100,00% 287 Ballyhales Solar SPV LTD* Ireland - 0,00% 100,00% 288 Carrick Solar SPV LTD* Ireland - 0,00% 100,00% 289 Cahir solar spv ltd* Ireland - 0,00% 100,00% 290 MYT SOLAR CORALLO S.r.l*. Italy - 0,00% 100,00% 291 MYT ENERGY CLUSTER HOLDING S.R.L*. Italy - 0,00% 100,00% 292 MYT STORAGE SYSTEM S.R.L.* Italy - 0,00% 100,00% 293 METKA EGN Singapore Holdings 5 Pte. Ltd.* Singapore - 0,00% 100,00% 294 UPPER HUNTER HOLDING PTE LTD* Singapore - 0,00% 100,00% 295 MOAMA HOLDING PTE LTD* Singapore - 0,00% 100,00% 296 YOUNGCHANGRI POWER PLANT CO., LTD* Korea - 0,00% 100,00% 297 FALCADE SP. ZO.O* Poland - 0,00% 100,00% 298 GEROCARNE SP. ZO.O* Poland - 0,00% 100,00% 299 NARBOLIA SP. ZO.O* Poland - 0,00% 100,00% 300 ORTUCCHIO SP. ZO.O* Poland - 0,00% 100,00% 301 JRD Solar Srl (Mereni)* Romania - 0,00% 100,00% 302 Solar Challenge Srl (Mihailesti)* Romania - 0,00% 100,00% 303 Galicnord SRL (Melinesti)* Romania - 0,00% 100,00% 304 ENERGY PARTNERS ALPHA SOLAR SRL (LANCA)* Romania - 0,00% 100,00% 305 MYT AP 1 SRL* Romania - 0,00% 100,00% 306 MYT APUZ SRL* Romania - 0,00% 100,00% 307 MYT COSTE SRL* Romania - 0,00% 100,00% 308 MYT SOLAR ENERGY SRL* Romania - 0,00% 100,00% 309 MYT APCOS SRL* Romania - 0,00% 100,00% 310 MYT CLEAN ENERGY NM DOOEL Skopje* North Macedonia - 0,00% 100,00% 311 HOLLYHURST FARM LIMITED* United Kingdom - 0,00% 100,00% 312 Blounts Court Farm Limited* United Kingdom - 0,00% 100,00% 313 POLLDALE SOLAR FARM PTY LTD* Australia - 0,00% 100,00% 314 Munna Creek Solar Farm Investments PTY Ltd* Australia - 0,00% 100,00%
7. Annual Financial Statements
297
Annual Financial Report for the period
from the 1
st
January to the 31
st
December 2023
315 Munna Creek Solar Farm Hold Co PTY Ltd* Australia - 0,00% 100,00% 316 UPPER HUNTER SF FINANCE CO (FORMERLY UPPER HUNTER SOLAR FARM PTY LTD)* Australia - 0,00% 100,00% 317 SOLAR MYT GRH2 SRL* Romania - 0,00% 100,00% 318 MYTILINEOS ITALY SINGLE MEMBER S.A. Greece Full 100,00% 0,00% 319 M PARACHORISEON SINGLE MEMBER S.A. Greece Full 100,00% 0,00% 320 CLARA ENERGY ROSEDALE PTY LTD* Australia - 0,00% 15,00% 321 MUNNA CREEK SF FINANCE CO PTY PTD* Australia - 0,00% 100,00% 322 MOAMA SF HOLDCO PTY LTD* Australia - 0,00% 100,00% 323 SUNNYNOOK INTERMEDIATE HOLDCO LIMITED* Canada - 0,00% 100,00% 324 GEORGETOWN SOLAR INC* Canada - 0,00% 100,00% 325 GEORGETOWN INTERMEDIATE HOLDCO LIMITED* Canada - 0,00% 100,00% 326 MYTILINEOS BESS CHILE SpA * Chile - 0,00% 100,00% 327 LOGOTOMA SOLAR SpA* Chile - 0,00% 100,00% 328 MYTILINEOS MINERALS Ghana Full 0,00% 100,00% 329 KOINOPRAXIA MYTILINAIOS A.E. - ATERMON A.T.T.E.E. Greece Proportional Method 51,00% 0,00% 330 EGNATIA EK.A. MONOPROSOPI A.E. Greece Full 100,00% 0,00% 331 CHRISOS HELIOS ENERGEIAKI Greece Full 100,00% 0,00% 332 UNISON Facility Services SM.S.A. Greece Full 100,00% 0,00% 333 UNISON HUMAN RESOURCES SM.S.A. Greece Full 0,00% 100,00% 334 UNISON Integrated Facility Management Greece Full 0,00% 100,00% 335 J/V INTRAKAT - METKA ATE Greece Proportional Method 0,00% 50,00% 336 J/V TERNA A.E. - AKTOR A.T.E. – METKA ATE Greece Proportional Method 0,00% 30,00% 337 HELIA ENERGY PARK PRIVATE LIMITED* India - 0,00% 100,00% 338 CATCH THE SUN 3 S.R.L.* Italy - 0,00% 10,00% 339 CATCH THE SUN 4 S.R.L.* Italy - 0,00% 10,00% 340 CATCH THE SUN 6 S.R.L.* Italy - 0,00% 10,00% 341 VIFRA ENERGY S.R.L.* Italy - 0,00% 15,00% 342 MYT DEVELOPMENT INITIATIVES SRL* Italy - 0,00% 10,00% 343 FAMILY ENERGY SRL* Italy - 0,00% 15,00% 344 UBH SOLAR ITALIA S.R.L.* Italy - 0,00% 15,00% 345 FB ENERGY S.r.l.* Italy - 0,00% 15,00% 346 CATCH THE SUN SRL* Italy - 0,00% 10,00% 347 MYT EOLO 1 S.R.L.* Italy - 0,00% 10,00% 348 MYT CASTELLANETA FTV SRL* Italy - 0,00% 100,00% 349 MYT CIMINNA STG SRL* Italy - 0,00% 100,00% 350 MYT SICILY RENEWABLES S.R.L (EX MYT SARDINIA CONNECTION SRL)* Italy - 0,00% 100,00% 351 MYT APULIA CONNECTION SRL (EX MYT TARANTO STORAGE SRL)* Italy - 0,00% 100,00% 352 MYT RENEWABLES CONNECTION SRL* Italy - 0,00% 100,00% 353 SAN LAZZARO SRL* Italy - 0,00% 10,00% 354 MYT RENEWABLES DEVELOPMENT 1 SRL* Italy - 0,00% 100,00% 355 MYT RENEWABLES DEVELOPMENT 2 SRL* Italy - 0,00% 100,00% 356 MYT RENEWABLES DEVELOPMENT 3 SRL* Italy - 0,00% 100,00% 357 MYT RENEWABLES DEVELOPMENT 4 SRL* Italy - 0,00% 100,00% 358 MYT RENEWABLES DEVELOPMENT 5 SRL* Italy - 0,00% 100,00% 359 M STORAGE MAR PICCOLO S.R.L*. Italy - 0,00% 10,00% 360 M FLOATING MAR PICCOLO S.R.L*. Italy - 0,00% 10,00%
7. Annual Financial Statements
298
Annual Financial Report for the period
from the 1
st
January to the 31
st
December 2023
361 RENEWABLES ADVENTURE S.R.L.* Italy - 0,00% 10,00% 362 RENEWABLES ADVENTURE 2 S.R.L.* Italy - 0,00% 10,00% 363 MYTILINEOS HOLDING ITA 1 SRL* Italy - 0,00% 100,00% 364 ATON ROOF 2 SRL* Italy - 0,00% 10,00% 365 IMPERIALE SRL* Italy - 0,00% 10,00% 366 REMESINA SRL* Italy - 0,00% 10,00% 367 RENEWABLES ADVENTURE 8 S.R.L*. Italy - 0,00% 10,00% 368 GOONGRI JOOMIN GREEN ENERGY* Korea - 0,00% 100,00% 369 VIGA KOREA CHUNGNAM INC* Korea - 0,00% 100,00% 370 YOUNGAM SOLAR* Korea - 0,00% 100,00% 371 HAMYANG SOLAR CO. LTD* Korea - 0,00% 100,00% 372 JEI VIGA INC.* Korea - 0,00% 100,00% 373 HANMAEUM PV CO., LTD* Korea - 0,00% 100,00% 374 MYTILINEOS (NZ) PTY LIMITED New Zeland Full 0,00% 100,00% 375 M RENEWABLES NZ DEVELOPMENTS PTY LIMITED* New Zeland - 0,00% 100,00% 376 WAIKINO PROJECT PTY LIMITED* New Zeland - 0,00% 100,00% 377 OHINEWAI PROJECT PTY LIMITED* New Zeland - 0,00% 100,00% 378 GLENBROOK PROJECT PTY LIMITED* New Zeland - 0,00% 100,00% 379 TE KOWHAI PROJECT PTY LIMITED* New Zeland - 0,00% 100,00% 380 BUNNYTHORPE PROJECT PTY LIMITED* New Zeland - 0,00% 100,00% 381 MYT Poland Sp. Zo.o Poland Full 0,00% 100,00% 382 NYTI PORTUGAL UNIPESSOAL LDA (Fundao)* Portugal - 0,00% 100,00% 383 REHEL UNIPESSOAL LDA (Pinhel)* Portugal - 0,00% 100,00% 384 NAPOCA EAST GATE DEVELOPMENT (Letca Noua)* Romania - 0,00% 100,00% 385 ALBERT SOLAR ENERGY SRL* Romania - 0,00% 80,00% 386 GIASS SOLAR ENERGY SRL* Romania - 0,00% 80,00% 387 VGM SOLAR ENERGY SRL* Romania - 0,00% 80,00% 388 MYT NZ DEVELOPMENT HOLDCO PTE LTD* Singapore - 0,00% 100,00% 389 PERFORMAN LARK SL( Medina)* Spain - 0,00% 100,00% 390 EXPANSION HABIT SL (Mudarra)* Spain - 0,00% 100,00% 391 J/V GALATSIOU MYTILINEOS - EUSIF Greece Proportional Method 65,00% 0,00%
Group branches:
Head Office - Branch Country of the Branch 1 Mytilineos S.A. - BRANCH OFFICE IRAQ Iraq 2 Mytilineos S.A. - BRANCH OFFICE JORDAN Jordan 3 Mytilineos S.A. - BRANCH OFFICE ALGERIA Algeria 4 Mytilineos S.A. - BRANCH OFFICE LIBYA Libya 5 Mytilineos S.A. - BRANCH OFFICE GHANA Ghana 6 Mytilineos S.A. - BRANCH OFFICE SLOVENIA Slovenia 7 Mytilineos S.A. - BRANCH OFFICE CYPRUS Cyprus 8 Mytilineos S.A. - BRANCH OFFICE UK United Kingdom 9 Mytilineos S.A. - BRANCH OFFICE ALBANIA Albania 10 Mytilineos S.A. - BRANCH OFFICE GEORGIA Georgia 11 Mytilineos S.A. - BRANCH OFFICE POLAND Poland
7. Annual Financial Statements
299
Annual Financial Report for the period
from the 1
st
January to the 31
st
December 2023
12 Mytilineos S.A. - BRANCH OFFICE SAUDI ARABIA Saudi Arabia 13 Mytilineos S.A. - BRANCH OFFICE ABU DHABI United Arab Emirates 14 Mytilineos S.A. - BRANCH OFFICE IRELAND Ireland 15 Power Projects - BRANCH OFFICE JORDAN Jordan 16 Power Projects - BRANCH OFFICE ALGERIA Algeria 17 Power Projects - BRANCH OFFICE LIBYA Libya 18 Power Projects - BRANCH OFFICE GHANA Ghana 19 Metka Egn S.A. (CYPRUS) - BRANCH OFFICE IRAN Iran 20 Metka International - BRANCH OFFICE LIBYA Libya 21 Metka Egn LTD - BRANCH OFFICE TUNISIA Tunisia
(*) Companies are included in the consolidated financial statements of the Group as acquired assets, since during the review of
IFRS 3 requirements it was established that the acquired assets and liabilities of the above companies do not constitute "Business"
within the meaning of IFRS 3 and - therefore - do not fall within the scope of the standard. However, those transactions were
accounted for as assets, see also below note 2.5.
The consolidated Financial Statements of the period ended December 31, 2023 also include the following companies as assets:
(1) Falcade sp. z o.o, Gerocarne sp. z o.o, Narbolia sp. z o.o and Ortucchio sp. z o.o, acquired in January 2023 by the Group’s 100%
subsidiary METKA EGN Ltd Cyprus, (2) Rapelco Solar SpA, Bellavista Solar SpA and Primera Agua Los Pinos Solar SpA, acquired in
January 2023 by the Group’s 100% subsidiary METKA EGN Solar 2 SLU, (3) MYT Energy Cluster Holding Srl, established in January
2023 by the Group’s 100% subsidiary METKA EGN Solar 5 SLU, (4) MYT Storage System Srl, acquired in January 2023 by the
Group’s 100% subsidiary METKA EGN Solar 5 SLU, (5) Mytilineos (NZ) Pty Limited, established in February 2023 by the Group’s
100% subsidiary METKA EGN Australia Pty Ltd, (6) Ballyhales Solar SPV Ltd, Carrick Solar SPV Ltd, Cahir solar SPV Ltd and JRD Solar
Srl (Mereni), acquired in February 2023 by the Group’s 100% subsidiary METKA EGN Ltd Cyprus, (7) Frugal Energy Private, whose
51% share capital was acquired in February 2023 by the Group’s 100% subsidiary METKA EGN Singapore Holding 3 Pte Ltd, (8)
MYT Solar Corallo Srl, acquired in February 2023 by the Group’s 100% subsidiary METKA EGN Solar 5 SLU, (9) Upper Hunter Solar
Farm Pty Ltd established in February 2023 by the Group’s 100% subsidiary Upper Hunter SF Holdings Pty Ltd, (10) Nyti Portugal
Unipessoal Lda (Fundao) and Rehel Unipessoal Lda (Pinhel), acquired in March 2023 by the Group’s 100% subsidiary METKA
Cyprus Portugal Holdings, (11) Zefero EOOD, acquired in March 2023 by the Group’s 100% subsidiary METKA EGN Holdings 3
Limited, (12) Desarrollos Solares de Tomelloso SL and Estrella Solar SL, acquired in March 2023 by the Group’s 100% subsidiary
METKA EGN Ltd Cyprus, (13) MYT Ap 1 Srl, MYT Apuz Srl, MYT Coste Srl, MYT Solar Energy Srl and MYT Apcos Srl, established in
March 2023 by the Group’s 100% subsidiary MYT Holdco Clean Energy Srl, (14) Viga Korea Chungnam Inc, acquired in April 2023
by the Group’s 100% subsidiary METKA Korea Co Ltd, (15) Solar MYT Grh2 Srl, established in April 2023 by the Group’s 100%
subsidiary MYT Holdco Clean Energy Srl, (16) Solar Challenge Srl (Mihailesti), acquired in May 2023 by the Group’s 100% subsidiary
METKA EGN Ltd Cyprus, (17) Hollyhurst Farm Limited and Blounts Court Farm Limited, established in May 2023 by the Group’s
100% subsidiary METKA EGN Ltd Cyprus, (18) Coral Solar SL, acquired in May 2023 by the Group’s 100% subsidiary METKA EGN
Solar 1 SLU, (19) Galicnord Srl (Melinesti), acquired in June 2023 by the Group’s 100% subsidiary METKA EGN Ltd Cyprus, (20) San
Lazzaro Srl, established in June 2023 by the Group’s 100% subsidiary METKA EGN Solar 5 SLU, (21) Jei Viga Inc, acquired in June
2023 by the Group’s 100% subsidiary METKA Korea Co Ltd, (22) M Storage Mar Piccolo Srl established in June 2023 by the Group’s
7. Annual Financial Statements
300
Annual Financial Report for the period
from the 1
st
January to the 31
st
December 2023
100% subsidiary Mytilineos Holding ITA 1, (23) MYT Castellaneta Ftv Srl, MYT Ciminna Stg Srl, MYT Sicily Renewables Srl, MYT
Apulia Connection Srl and MYT Renewables Connection SRL, established in June 2023 by the Group’s 100% subsidiary METKA
EGN Solar 5 SLU, (24) Mytilineos Holding ITA 1 Srl, established in June 2023 by the Group’s 100% subsidiary Mytilineos Italy Single
Member SA, (25) M Floating Mar Piccolo Srl, acquired in June 2023 by the Group’s 100% subsidiary Mytilineos Holding ITA 1, (26)
Goongri Joomin Green Energy, acquired in June 2023 by the Group’s 100% subsidiary METKA Korea Co Ltd, (27) MYT NZ
Development Holdco Pte Ltd, established in June 2023 by the Group’s 100% subsidiary METKA EGN Singapore Holdings Pte Ltd,
(28) Logostoma Solar SpA, acquired in July 2023 by the Group’s 100% subsidiary METKA EGN Solar 2 SLU, (29) Mytilineos Bess
Chile Spa, established in July 2023 by the Group’s 100% subsidiary METKA EGN Solar 2 SLU, (30) MYT Poland Sp Zoo, acquired in
July 2023 by the Group’s 100% subsidiary METKA EGN Ltd Cyprus, (31) Youngam Solar and Hamyang Solar Co Ltd, acquired in July
2023 by the Group’s 100% subsidiary METKA Korea Co Ltd, (32) MYT Renewables Development 1 Srl, MYT Renewables
Development 2 Srl, MYT Renewables Development 3 Srl, MYT Renewables Development 4 Srl and MYT Renewables Development
5 Srl, established in August 2023 by the Group’s 100% subsidiary METKA EGN Solar 5 SLU, (33) M Renewables NZ Developments
Pty Limited, established in August 2023 by the Group’s 100% subsidiary MYT NZ Development Holdco Pte Ltd, (34) Munna Creek
SF Finance Co Pty Ptd, established in August 2023 by the Group’s 100% subsidiary Munna Greek Solar Farm Investments Pty Ltd,
(35) Waikino Project Pty Limited, Ohinewai Project Pty Limited, Glenbrook Project Pty Limited, Te Kowhai Project Pty Limited and
Bunnythorpe Project Pty Limited, established in September 2023 by the Group’s 100% subsidiary M Renewables NZ
Developments Pty Limited, (36) Helia Energy Park Private Limited, established in September 2023 by the Group’s 100% subsidiary
METKA EGN Singapore Holding 5 Pte Ltd, (37) Sunnynook Intermediate Holdco Limited and Georgetown Intermediate Holdco
Limited, established in October 2023 by the Group’s 100% subsidiary METKA EGN Limited UK, (38) Napoca East Gate Development
(Letca Noua), acquired in October 2023 by the Group’s 100% subsidiary METKA EGN Ltd Cyprus, (39) GL17 Ood (Nova Zagora 2),
acquired in November 2023 by the Group’s 100% subsidiary METKA EGN Holding 3 Limited, (40) Aton Roof 2 Srl, Imperiale Srl
and Remesina Srl, established in November 2023 by the Group’s 100% subsidiary MYTILINEOS Holding ITA 1, (41) Georgetown
Solar Inc, acquired in November 2023 by the Group’s 100% subsidiary Georgetown Intermediate Holdco Limited, (42) Performan
Lark SL (Medina) and Expansion Habit Sl (Mudarra), acquired in December 2023 by the Group’s 100% subsidiary METKA EGN Solar
40 Sociedad Limitada and (43) Albert Solar Energy Srl, Giass Solar Energy Srl and Vgm Solar Energy Srl, whose 80% share capital
was acquired in December 2023 by the Group’s 100% subsidiary METKA EGN Ltd Cyprus.
The consolidated Financial Statements of the period ended December 31, 2023 also include the following companies under
full consolidation method:
(1) M Concessions single member SA, an established company, fully consolidated since 02.03.2023 at a percentage of 100%, (2)
Μytilineos Italy single member SA, an established company, fully consolidated since 06.06.2023 at a percentage of 100%, (3)
UNISON Facility Services single member SA, UNISON Human Resources single member SA and UNISON Integrated Facility
Management single member SA, three acquired companies, fully consolidated since 09.08.2023 at a percentage of 100%, (4)
Egnatia ΕΚΑ single member SA, an acquired company, fully consolidated since 30.08.2023 at a percentage of 100%, (6) Chrisos
Helios single member SA, an acquired company, fully consolidated since 17.11.2023 at a percentage of 100% and (6) Mytilineos
Minerals an established company, fully consolidated since 07.12.2023 at a percentage of 100%.
7. Annual Financial Statements
301
Annual Financial Report for the period
from the 1
st
January to the 31
st
December 2023
The consolidated Financial Statements of the period ended December 31, 2023 also include the following companies under
proportional method:
(1) J/V TERNA SA – AKTOR SA – METKA SA, consolidated under proportional method since 19.05.2023 at a percentage of 30%, (2)
J/V INTRAKAT SA – METKA SA, consolidated under proportional method since 13.07.2023 at a percentage of 50%, (3) η J/V
Galatsiou, consolidated under proportional method since 27/07/2023 at a percentage of 65% and (4) J/V Mytilineos SA –
ATERMON SA, consolidated under proportional method since 24/11/2023 at a percentage of 51%.
The consolidated Financial Statements for the period ended December 31, 2023 no longer include the following companies:
(1) Myvekt International Skopje, (2) METKA Ips Ltd, (3) METKA EGN Solar 4 and Ralos Development Fotovoltaico Sur Sociedad
Limit, disposed in April 2023 at a consideration of € 60.1 million, (4) International Power Supply AD, disposed in December 2023
at a consideration of € 3.9 million and (5) Kingaroy Operations Co Pty Ltd.
Business combinations and changes in non-controlling transactions
Acquisition of WATT & VOLT S.M.S.A.
The company, as part of its strategic planning for the development of its activity in the retail market of electricity and natural gas
supply in Greece and the wider region, announced on August 22, 2022 the agreement for the acquisition of all shares of the
company WATT & VOLT - "Watt and Volt Alternative Energy Exploitation Societe Anonyme". The completion of the agreement
for the acquisition of all shares of WATT & VOLT took place on 06.02.2023.
On 30.09.2023, the apportionment of the acquisition price was finalized and therefore the goodwill was finalized. The following
report presents the fair values of the acquired assets and liabilities at the date of acquisition of control of WATT & VOLT as well
as the apportionment of the acquisition price.
(Amounts in thousands €) Tangible xed assets 1.004 Intangible Assets 4.916 Deferred Tax Assets 4.380 Other long-term assets 2.528 Rights to use assets 3.309 Customers and Other Trade Receivables 49.904 Other Receivables 59.554 Cash and cash equivalents 74.082 Long-term nancial lease obligaons (6.265) Terminaon of service obligaons (28) Other long-term liabilies (5.061) Predicons (60) Suppliers and other obligaons (7.981) Current Tax Liabilies (11.440) Other current liabilies (161.104) Total assets acquired and liabilities entered into 7.738 Balance to be allocated Contractual Price 36.748 Deferred Consideraon 8.292 Minus: Fair value of net assets at the date of acquision of control (7.738) Total to be allocated 37.302
7. Annual Financial Statements
302
Annual Financial Report for the period
from the 1
st
January to the 31
st
December 2023
Apportionment of Acquisition Price to Goodwill and Customer Base
Total customer base
38.268
Deferred tax on a customer basis
(8.419)
Adjustment of capitalized expenses for contract fulfillment
(4.131)
Deferred tax adjustment on capitalised expenses for contract fulfillment
909
Total goodwill
10.675
The multiple period excess earnings method was used to determine the fair value of the customer base. This methodology
requires estimates of projected cash flows, asset contribution charges, discounted at an interest rate determined at 11.60%.
At the completion of the measurement process and as a result of the finalization of fair values and the allocation of consideration
the initially recognized temporary goodwill was derecognized while the fair value of net acquired items amounted to € 34.365
thousands (including adjustment of the fair value of the customer base).
Acquisition of Egnatia Real Estate Exploitation and Management Single Member S.A.
In August 2023, MYTILINEOS acquired 100% of Egnatia Real Estate Exploitation and Management Single Member S.A. ("Egnatia
EK.A") for a consideration of €11.7 million. The inclusion of the newly acquired company in the consolidated financial statements
was done by the method of total consolidation without any material effect on them.
Egnatia Real Estate Exploitation and Management Single Member S.A. ("Egnatia ECA") is active, inter alia, in the production,
distribution and exploitation of electricity produced from renewable sources. Its strategic partnership with Egnatia ECA will allow
the Group to expand its presence in Renewable Energy Sources (RES) projects, as it has a total portfolio of 54 solar power
generation projects (photovoltaic parks) with a total capacity of 311.2 MW.
Below are the provisional values of the assets acquired as well as the liabilities assumed by the Group at the acquisition date:
Amounts in thousands €) Tangible fixed assets 282 Intangible Assets 1.002 Deferred Tax Assets 2 Rights to use assets 1.326 Customers and Other Trade Receivables 40 Other Receivables 631 Cash and cash equivalents 359 Long-term financial lease obligations (871) Suppliers and other obligations (14) Total assets acquired and liabilities entered into 2.757
The temporary goodwill resulting from the above transaction and included in the item in the consolidated Statement of Financial
Position was determined on the basis of the fair values of Egnatia ECA at the date of redemption and is provisional.
Calculation of Temporary Goodwill Contractual Price 9.982 Deferred Consideration 1.711 Minus: Fair value of net assets at the date of acquisition of control (2.757) Total temporary goodwill 8.936
The goodwill resulted mainly from the prospects related to the expected growth of the sector in which the acquired company
operates.
7. Annual Financial Statements
303
Annual Financial Report for the period
from the 1
st
January to the 31
st
December 2023
The process of determining the fair value of the acquired assets and underwritten liabilities, the apportionment of the acquisition
consideration and the subsequent definitive determination of the relative goodwill is ongoing, as the Group has availed itself of
the option provided by IFRS 3 Business Combinations to finalize the above figures within 12 months from the date of the
acquisition of control.
Acquisition of Chrysos Helios Energy Single Member S.A.
In November 2023, MYTILINEOS acquired 100% of Chrysos Helios Energy Single Member S.A. ("Chrysos Helios") for a
consideration of €6.5 million. The inclusion of the newly acquired company in the consolidated financial statements was done by
the method of total consolidation, without any material effect on them.
Chrysos Helios Energy Single Member S.A. ("Chrysos Helios ") is active, inter alia, in the production, distribution and exploitation
of electricity produced from renewable sources. Its strategic partnership with Golden Sun will allow the Group to expand its
presence in Renewable Energy Sources (RES) projects, as it has a total portfolio of 3 solar power generation projects (photovoltaic
parks) with a total capacity of 173.4 MW.
Below are the provisional values of the assets acquired as well as the liabilities assumed by the Group at the acquisition date:
(Amounts in thousands €) Intangible Assets 411 Other Receivables 14 Suppliers and other obligations (2) Total assets acquired and liabilities entered into 424
The temporary goodwill resulting from the above transaction and included in the item in the consolidated Statement of Financial
Position was determined on the basis of the fair values of Chrysos Helios at the date of redemption and is provisional.
Calculation of Temporary Goodwill Contractual Price 5.575 Deferred Consideration 954 Minus: Fair value of net assets at the date of acquisition of control (424) Total temporary goodwill 6.106
The goodwill resulted mainly from the prospects related to the expected growth of the sector in which the acquired company
operates.
The process of determining the fair value of the acquired assets and underwritten liabilities, the apportionment of the acquisition
consideration and the subsequent definitive determination of the relative goodwill is ongoing, as the Group has availed itself of
the option provided by IFRS 3 Business Combinations to finalize the above figures within 12 months from the date of the
acquisition of control.
Acquisition of Unison Facility Services Single Member S.A.
In August 2023, MYTILINEOS S.A. announces the acquisition of 100% of the share capital of Unison Facility Services Single Member
S.A. and its subsidiaries Unison Human Resources Single Member S.A. and Unison Integrated Facility Management Private
Company for Security Services and Facilities Management Single Member S.A. ("Unison") for a consideration of €25.8 million. The
7. Annual Financial Statements
304
Annual Financial Report for the period
from the 1
st
January to the 31
st
December 2023
inclusion of the newly acquired company in the consolidated financial statements was done through the method of full
consolidation and contributed to the consolidated results of 2023 profit after tax of €1.16m.
Through Unison, services and solutions are offered, such as Facility Management, which now concerns the overall management
of facilities. The range of facilities/customers currently served by UNICEF creates significant opportunities for cross selling of M
ENERGY's products and services, but also for synergies with Mytilineos' wider activities, which include, among others, the
operation and management of building facilities (e.g. building PPPs), street lighting projects, equipment maintenance (O&M
services), etc.
Below are the provisional values of the assets of the three companies acquired as well as the liabilities assumed by the Group at
the date of acquisition:
(Amounts in thousands €) Tangible fixed assets 1.009 Deferred Tax Assets 531 Other long-term assets 2.850 Rights to use assets 1.813 Stocks - Total value 114 Customers and Other Trade Receivables 23.837 Other Receivables 7.194 Cash and cash equivalents 2.051 Long-term financial lease obligations (994) Deferred Tax Liabilities (466) Termination of service obligations (469) Provisions (64) Suppliers and other obligations (8.848) Current Tax Liabilities (3.589) Short-term Debt Liabilities (7.720) Other current liabilities (5.084) Total assets acquired and liabilities entered into 12.165
The temporary goodwill resulting from the above transaction and included in the item in the consolidated Statement of Financial
Position was determined on the basis of the fair values of Unison at the date of redemption and is provisional.
Calculation of Temporary Goodwill Contractual Price 15.829 Deferred Consideration 10.000 Minus: Fair value of net assets at the date of acquisition of control (12.165) Total temporary goodwill 13.664
The goodwill resulted mainly from the prospects related to the expected growth of the sector in which the acquired company
operates.
The process of determining the fair value of the acquired assets and underwritten liabilities, the apportionment of the acquisition
consideration and the subsequent definitive determination of the relative goodwill is ongoing, as the Group has availed itself of
the option provided by IFRS 3 Business Combinations to finalize the above figures within 12 months from the date of the
acquisition of control.
7. Annual Financial Statements
305
Annual Financial Report for the period
from the 1
st
January to the 31
st
December 2023
MERGER THROUGH ABSORPTION OF WATT & VOLT S.M.S.A.
On December 18, 2023, the merger by absorption of the 100% subsidiary WATT & VOLT SINGLE MEMBER S.A. was completed
with the registration in the General Commercial Registry (G.E.MI.). The book values of the assets and liabilities of WATT & VOLT
SINGLE MEMBER S.A. were transferred and incorporated in the corporate financial statements of MYTILINEOS S.A. at the date of
the merger, while the value of MYTILINEOS S.A.'s participation in WATT & VOLT SINGLE MEMBER S.A. was written off. The
difference between the net assets transferred and the carrying amount of the participation was recognised directly in equity. The
transaction was completed without issuing shares or other consideration.
At the same time, the transaction had no effect on the consolidated financial statements. The assets and liabilities incorporated
in the corporate financial statements of MYTILINEOS S.A. at the date of the merger are broken down as follows:
(Amounts in thousands €) 18.12.2023 Assets - Non-current assets - Tangible fixed assets 326 Intangible assets 5.069 Deferred Tax Assets 6.396 Other long-term assets 2.117 Rights to use assets 1.939 15.847 Current Assets - Customers and Other Trade Receivables 44.549 Other Receivables 72.897 Cash and cash equivalents 18.803 136.249 Assets 152.096 Long-term liabilities - Long-term financial lease obligations 4.272 Termination of service obligations 28 Other long-term liabilities 5.962 Provisions 60 Long-term liabilities 10.322 Current Liabilities - Suppliers and other obligations 11.687 Current Tax Liabilities 10.789 Other current liabilities 134.395 Current Liabilities 156.871 Total liabilities 167.193 Net assets (15.097) Participation of Mytilineos in W&V (45.040) Net assets recognised in equity (60.137) of which under the line Actuarial Gain/Loss Reserve 19 of which in the line Merger Reserves (60.155)
7. Annual Financial Statements
306
Annual Financial Report for the period
from the 1
st
January to the 31
st
December 2023
Spin-off of the Infrastructure Sector
In the context of the corporate transformation of Mytilineos Group SA, the decisions of the Extraordinary General Meeting of the
Company's shareholders held on 10.04.2023 approved the Demerger by spin-off of the Company's Infrastructure Sector and its
contribution to the 100% subsidiary company under the name "MYTILINEOS TECHNICAL CONSTRUCTIONS S.A." (i.e. "METKA SA"),
in accordance with the provisions of Law 4601/2019 (articles 57 par. 2, 59-73), Law 4548/2018 and Article 52 of Law 4172/2013.
On 16.05.2023 with no. 2961748AP/16.05.2023 approval decision of the Ministry of Development and Investments (SAA:
6ENL46ΜΤΛΡ-ZTY), which was registered in the General Commercial Registry on the same day with Registration Code Number
3607789, the spin-off of the Company's Infrastructure Sector and its contribution to the 100% subsidiary company under the
name "MYTILINEOS TECHNICAL CONSTRUCTIONS S.A." (d.t. "METKA SA"), was completed, in accordance with the provisions of
Law 4601/2019 (art. 57 par.2, 59-73), Law 4548/2018 and Article 52 of Law 4172/2013.
Upon completion of the spin-off, the following results are achieved:
i) METKA SA is substituted as universal successor to the entire transferred property, as reflected in the balance sheet of
the contributed Infrastructure Division as at 31.12.2022 and formed until the date of completion of the spin-off
ii) the share capital of METKA SA was increased by €148,180,390 through the issue of 148,180,390 new ordinary registered
shares of nominal value €1.00 each, subscribed in their entirety by the Company.
The table below shows the assets and liabilities spinned off from Mytilineos S.A.
(Amounts in thousands €) 31.12.2022 Assets Non current assets Tangible Assets 14.362 Intangible Assets 5.294 Investments in Subsidiary Companies 20.672 Deferred Tax Receivables 1.884 Other Long-term Receivables 13 42.225 Current assets Total Stock 6 Trade and other receivables 80.121 Other receivables 1.007 Cash and cash equivalents 52.489 133.623 Assets 175.848 Non-Current Liabilities Deferred Tax Liability 2.282 Liabilities for pension plans 33 Non-Current Liabilities 2.315 Current Liabilities Trade and other payables 24.852 Tax payable 268 Other payables 5.096 Current Liabilities 30.216 Liabilities 32.531 Liabilities & Equity 32.531
7. Annual Financial Statements
307
Annual Financial Report for the period
from the 1
st
January to the 31
st
December 2023
The comparative information in the statement of total income and the condensed cash flow statement has been restated to
present discontinued activities at the Company level.
Published on (Amounts in thousands €) Continued operations Discontinued Operations 01.01-31.12.2022 Sales 5.554.531 107.369 5.661.900 Cost of sales (4.881.287) (91.538) (4.972.825) Gross profit 673.245 15.830 689.075 Other operating income 94.711 - 94.711 Administrative expenses (261.497) (2.110) (263.607) Other operating expenses (60.901) - (60.901) Pre-tax Results Financial and Investment Results 445.556 13.722 459.278 Financial Income 5.670 - 5.670 Financial Charges (50.894) (756) (51.650) Other Financial Results (3.229) - (3.229) Profit before tax 397.103 12.966 410.069 Income tax (80.772) (2.368) (83.140) Profit after tax from continuing operations 316.331 10.598 326.929 Profit after tax 316.331 10.598 326.929
(Amounts in thousands €) 01.01-31.12.2022 Net cash flow from discontinued operating activities 14.422 Net cash flow from discontinued investing activities (26)
The spin-off has no impact on consolidated financial data for the period or consolidated comparative data.
7. Annual Financial Statements
308
Annual Financial Report for the period
from the 1
st
January to the 31
st
December 2023
The consolidated financial statements of MYTILINEOS S.A. as of December 31st 2023 covering the entire 2023 fiscal year, have
been compiled based on the historic cost principle except for financial assets valued at fair 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 material accounting policies
The material accounting policies 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 of 31 December
2022 and have been consistently applied for all the presented years, except for the following mentioned case.
New Accounting policies and amendments in presentation of financial statements
The spin-off of the Infrastructure Division was accounted for as a business combination under common control and is not within
the scope of IFRS 3 "Business Combinations." The transaction is considered an intra-group restructuring, and therefore, there is
no substantive change in the financials of the Group. The assets and liabilities of the Infrastructure Division were transferred at
their carrying amounts, and the investment in the company was recognized by the Parent Company at the net carrying amount
of the assets and liabilities transferred.
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 01.01.2023.
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
2. Basis for preparation of the financial statements and summary of material accounting policies
7. Annual Financial Statements
309
Annual Financial Report for the period
from the 1
st
January to the 31
st
December 2023
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 amendments do not affect the consolidated and separate financial statements of the Group
and Company. The above have been adopted by the European Union with effective date of 01.01.2023.
Amendments to IAS 1 Presentation of Financial Statements and Statement of Practice IFRS 2 (effective for annual periods
starting on or after 01.01.2023):
In February 2021, the IASB issued limited amendments to disclosures of accounting policies. The amendments are intended to
improve disclosures in accounting policies to provide more useful information to investors and other users of the Financial
Statements. In particular, the amendments require material information about accounting policies to be disclosed rather than
significant accounting policies. The Group and the Company have assessed and amended the disclosure of its accounting policies
in accordance with the guidance in IAS 1. The above have been adopted by the European Union with effective date 01.01.2023.
Amendments to IAS 8 “Accounting Policies, Changes in Accounting Estimates and Errors: Definition of Accounting Estimates”
(effective for annual periods starting on or after 01.01.2023)
In February 2021, the IASB issued narrow-scope amendments that they clarify how companies should distinguish changes in
accounting policies from changes in accounting estimates. That distinction is important because changes in accounting estimates
are applied prospectively only to future transactions and other future events, but changes in accounting policies are generally
also applied retrospectively to past transactions and other past events. The amendments do not affect the consolidated and
separate financial statements of the Group and Company. The above have been adopted by the European Union with effective
date of 01.01.2023.
Amendments to IAS 12 “Income Taxes: Deferred Tax related to Assets and Liabilities arising from a Single Transaction”
(effective for annual periods starting on or after 01.01.2023)
In May 2021, the IASB issued targeted amendments to IAS 12 to specify how companies should account for deferred tax on
transactions such as leases and decommissioning obligations – transactions for which companies recognise both an asset and a
liability. In specified circumstances, companies are exempt from recognising deferred tax when they recognise assets or liabilities
for the first time. The amendments clarify that the exemption does not apply and that companies are required to recognise
deferred tax on such transactions.
Amendments to IFRS 17 “Insurance contracts: Initial Application of IFRS 17 and IFRS 9 – Comparative Information” (effective
for annual periods starting on or after 01.01.2023)
In December 2021, the IASB issued a narrow-scope amendment to the transition requirements in IFRS 17 to address an important
issue related to temporary accounting mismatches between insurance contract liabilities and financial assets in the comparative
information presented when applying IFRS 17 “Insurance Contracts” and IFRS 9 “Financial Instruments” for the first time. The
amendment aims to improve the usefulness of comparative information for the users of the financial statements. The
amendments do not affect the consolidated and separate financial statements of the Group and Company. The above have been
adopted by the European Union with effective date of 01.01.2023.
7. Annual Financial Statements
310
Annual Financial Report for the period
from the 1
st
January to the 31
st
December 2023
Amendments to IAS 12 “Income Taxes”: International Tax Reform – Pillar Two Model Rules (effective immediately and for
annual periods starting on or after 01.01.2023)
In May 2023, the International Accounting Standards Board (IASB) issued targeted amendments to IAS 12 “Income Taxes”:
International Tax Reform – Pillar Two Model Rules. The amendments introduced a) a temporary exception to the requirements
to recognize and disclose information about deferred tax assets and liabilities related to Pillar Two income taxes and b) targeted
disclosure requirements for affected entities Companies may apply the temporary exception immediately but disclosure
requirements are required for annual periods commencing on or after 1 January 2023 The amendments do not affect the
consolidated and separate financial statements of the Group and Company. The above have been adopted by the European Union
with effective date of 01.01.2023.
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 16 “Leases: Lease Liability in a Sale and Leaseback” (effective for annual periods starting on or after
01.01.2024)
In September 2022, the IASB issued narrow-scope amendments to IFRS 16 “Leases” which add to requirements explaining how a
company accounts for a sale and leaseback after the date of the transaction. A sale and leaseback is a transaction for which a
company sells an asset and leases that same asset back for a period of time from the new owner. IFRS 16 includes requirements
on how to account for a sale and leaseback at the date the transaction takes place. However, IFRS 16 had not specified how to
measure the transaction when reporting after that date. The issued amendments add to the sale and leaseback requirements in
IFRS 16, thereby supporting the consistent application of the Accounting Standard. These amendments will not change the
accounting for leases other than those arising in a sale and leaseback transaction. 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 01.01.2024.
Amendments to IAS 1 “Classification of Liabilities as Current or Non-current” (effective for annual periods starting on or after
01.01.2024)
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. However, in October 2022, the IASB issued
7. Annual Financial Statements
311
Annual Financial Report for the period
from the 1
st
January to the 31
st
December 2023
an additional amendment that aim to improve the information companies provide about long-term debt with covenants. IAS 1
requires a company to classify debt as non-current only if the company can avoid settling the debt in the 12 months after the
reporting date. However, a company’s ability to do so is often subject to complying with covenants. The amendments to IAS 1
specify that covenants to be complied with after the reporting date do not affect the classification of debt as current or non-
current at the reporting date. Instead, the amendments require a company to disclose information about these covenants in the
notes to the financial statements. The amendments are effective for annual reporting periods beginning on or after 1 January
2024, with early adoption permitted. 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 01.01.2024.
Amendments to IAS 7 “Statement of Cash Flows” and IFRS 7 “Financial Instruments: Disclosures”: Supplier Finance
Arrangements (effective for annual periods starting on or after 01.01.2024)
In May 2023, the International Accounting Standards Board (IASB) issued Supplier Finance Arrangements, which amended IAS
7 Statement of Cash Flows and IFRS 7 Financial Instruments: Disclosures. The IASB issued Supplier Finance Arrangements to
require an entity to provide additional disclosures about its supplier finance arrangements. The amendments require additional
disclosures that complement the existing disclosures in these two standards. They require entities to provide users of financial
statements with information that enable them a) to assess how supplier finance arrangements affect an entity’s liabilities and
cash flows and to understand the effect of supplier finance arrangements on an entity’s exposure to liquidity risk and how the
entity might be affected if the arrangements were no longer available to it. The amendments to IAS 7 and IFRS 7 are effective for
accounting periods on or after 1 January 2024. 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 21 “The Effects of Changes in Foreign Exchange Rates: Lack of Exchangeability (effective for annual periods
starting on or after 01.01.2025)
In August 2023, the International Accounting Standards Board (IASB) issued amendments to IAS 21 The Effects of Changes in
Foreign Exchange Rates that require entities to provide more useful information in their financial statements when a currency
cannot be exchanged into another currency. The amendments introduce a definition of currency exchangeability and the
process by which an entity should assess this exchangeability. In addition, the amendments provide guidance on how an entity
should estimate a spot exchange rate in cases where a currency is not exchangeable and require additional disclosures in cases
where an entity has estimated a spot exchange rate due to a lack of exchangeability. The amendments to IAS 21 are effective
for accounting periods on or after 1 January 2025. 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.
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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 31
st
2022. The following issues
are to be noted following the above and in particular, regarding the financial statements as of 31.12.2023:
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.
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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 and Energy. 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, 2023.
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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.
Revenue recognition from consumed and non-invoiced energy
Management believes that the customers to whom the electricity is sold continuously receive and spend the benefit derived from
the sale as the entity fulfils its contractual obligations. For this reason, revenue is recognised on the basis of metered data or on
the basis of an estimate of electricity consumption. The actual amounts that are finally invoiced may differ from the projected
amounts.
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 cross-border merger of the subsidiary REYCOM and the
subsidiary company ALUMINUM OF GREECE (ATE) was completed.
Within 2023 the Group has already planned investments related to SOMETRA S.A. that will bring financial results and cash flow
in the future. Some of the investments have already been approved and others are in the research and techno-economic study
phase. Specifically, a 20MW photovoltaic park within company's facilities is under licensing. Completion of construction is
expected in mid-2025 and will generate cash flow.
Also, the possibility of recycling metallurgical residues in order to produce zinc oxides (Zn), Lead (Pb) and other metals using new
metallurgical methods is being investigated. The R&D and economic study for this activity is expected to be completed in the first
quarter of 2025. In case of positive results, the Group will proceed with a significant investment in a new metallurgical process
residues recycling unit, which, if implemented, is expected to operate in 2027, and bring significant financial results to the Group.
As of 2023, the activity has been transferred to continued operations and the items in the consolidated Total Income Statement
for the comparative period ended 31.12.2022 have been restated in order to to reflect its elements in continuing activities (see
note 3.30).
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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 “2.9 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
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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 as “Joint Operation”, or “Joint
Venture”. The classification is based upon each participating parties’ rights and obligations arising from the joint
arrangement. Joint operation is a joint arrangement where the parties who have joint control over the arrangement have rights
to the assets and liabilities associated with the arrangement. A joint operation is a joint arrangement where the parties who
have joint control of the arrangement have rights to the net assets of the arrangement. Joint operations are accounted for using
the proportional method for financial statements of company. In particular, the company recognizes in the financial statements
its assets, its liabilities, it’s share in the proceeds of the sale of production from the joint operation, and its expenses according
to the effective proportions in the financial statements of the Company. Essentially, these are, mostly, tax joint operations, which
do not constitute a separate entity within the framework of the IFRS. Joint operations are accounted according to 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 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 Acquired assets of Renewables & Storage Development Business Unit
In the context of M Renewable Business Unit operations, the Group participates in entities, expected to obtain or hold licenses
for photovoltaic or wind farms for the purpose of their development and resale. As far as such entities are concerned, it is
established that their assets and liabilities that do not constitute “business” as defined in IFRS 3 and do not fall within the scope
of this standard, Therefore, those transactions are accounted for as acquisition of assets. The accounting treatment of these
companies is conducted through their recognition as inventory, since the Group aims to study, supply and construct power plants
and further resell them at the end of their construction to buyers. In the financial statements the above companies are recognized
at acquisition values or deemed cost, as determined on the basis of fair values at the date of their participation. Subsequent
expenses are recognized in addition to their carrying amount if the future financial benefits are probable to flow to the Group
and their cost can be measured reliably. When their carrying amounts exceed their recoverable amount, the difference
(impairment) is directly recognized as an expense in the income statement. Upon their sale, the Group recognizes the revenues
and expenses associated with the sale of the renewable energy portfolio based on the determination of separate obligations
arising from the contract with the customer. In the event of short-term operation of the above entities by the Group, whenever
it bears the risks and benefits of their operations, their assets, liabilities, income and expenses for the period until their disposal
are recognized.
2.6 Segment reporting
MYTILINEOS Group was active in four main operating business segments: a) Metallurgy, b) Sustainable Engineering Solutions, c)
Renewables and Storage Development and d) Power & Gas.
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On 10.01.2023 the Board of Directors approved the reorganization of the Company's structures with effect from 01.01.2023. The
new organizational structure of MYTILINEOS has now two (2) business Segments the new Energy Segment and the Metallurgy
Segment and is supplemented by the Infrastructure and Concessions. Infrastructure includes METKA ATE following the spin-off
and its subsidiaries, while Concessions from the Concessions Company are also included.
The new Energy Sector includes five new activities:
M Renewables
M Energy Generation & Management
M Energy Customer Solutions
M Power Projects
M Integrated Supply & Trading
The new Metallurgy Sector encompasses the following six activities.
Aluminium of Greece Factory
Volos Factory
Recycling
Commercial
Bauxite Mining
Zinc & Lead Metallurgy
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” and they
mainly concern the support function of the Group’s business segments.
2.7 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
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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.
Exchange differences arising from financial assets and liabilities (intragroup loans and long-term non-commercial
receivables/liabilities for which repayment is not planned or unlikely to occur in the foreseeable future) that have been identified
as part of an entity's net investment in a subsidiary company operating abroad are recognized in the income statement of its
individual financial statements an entity and/or a subsidiary. In the consolidated financial statements, the above foreign exchange
differences are recognized in other comprehensive income and are included in the Balance Sheet conversion reserve. When the
repayment of the above financial assets and liabilities is planned or is likely to occur in the foreseeable future, the accumulated
bills of exchange in the reserves are reclassified in the consolidated income statement as the financial assets cease to be part of
an entity's net investment in a subsidiary company operating abroad. The same accounting treatment of reclassification is applied
during the sale of the subsidiary.
(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”.
2.8 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:
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.
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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.
2.9 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. 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. Maintenance of software programs is recognized as an expense when the expense is incurred.
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 25 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.
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. 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
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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. In land stripping expenses included the below categories:
a. topographical, geological, geochemical and geophysical studies;
b. exploratory drilling;
c. trenching;
d. sampling; and
e. activities in relation to evaluating the technical feasibility and commercial viability of extracting a mineral resources.
Restoration expenses 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.
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 organize and
present each activity 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 recognized. 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.
2.10 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
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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.
2.11 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.
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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:
i. The rights to receive cash flows from the asset have expired, or
ii. 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.
2.12 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.
2.13 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.
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2.14 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.
2.15 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.
2.16 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. Own shares of subsidiaries of the Group (which do not relate to shares
of the parent company) are treated in the Group as assets available for sale.
2.17 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.
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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.
2.18 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.
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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.
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 2023 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 IAS19 is adopted, that includes a series of
amendments regarding accounting treatment of defined benefits scheme, amongst other:
i. Recognition of proportional gains/losses in other comprehensive income and their permanent exclusion from the
income statement results,
ii. Non-recognition of expected returns on program investments in the income statement anymore, but recognition
of the related interest on the net obligation/(receivable) of the provision calculated based on the prepayment
interest used to discount the obligation of defined benefits,
iii. Recognition of pre-service costs in the income statement at the earliest of the modification date of the program or
when the related restructuring or termination is recognized,
iv. Other changes include new disclosures, such as quantitative sensitivity analysis.
2.19 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.
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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.
2.20 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.
2.21 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
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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 (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 (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.
Natural Gas:
Revenues from Natural Gas Trading: Revenues from the sale of natural gas to the domestic & foreign markets are based on the
monthly measurements of the System Operators, DESFA and Energy Exchange Group (Greece), and of the operators of other
countries, which are communicated to the Group. These monthly measurements include all imported and exported quantities
sold to domestic and foreign markets. For these quantities sold, the Group issues the corresponding invoices every month.
Revenues from Natural Gas Retail: Revenues from the sale of natural gas in retail are recognized during the period when natural
gas is supplied to customers and measured on a monthly basis, according to the measurements of DESFA for the circulation of
natural gas in the medium and low pressure networks and EDA of each region for the distribution of natural gas in the low
pressure networks. Based on these measurements provided by the operators, they contain the consumption per measurement
unit and combined with the contractual conditions, each customer receives a monthly bill per meter.
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.
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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.
2.22 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:
i. The amount of the initial measurement of the lease liability,
ii. Lease payments made on or before the commencement date, reduced by the amount of discounts or other incentives
offered,
iii. Initial costs, which are directly linked to the rent,
iv. 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:
i. Fixed leases (including any in-substance fixed leases)
ii. Variable leases, depending on the rate
iii. Residual value expected to be paid
iv. The price of an option to purchase the underlying asset, if the lessor is almost certain to exercise it
v. 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:
i. 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.
ii. Use of accounting treatment of operating leases for leases with a maturity of under 12 months from 1 January 2019.
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iii. Use of a single discount rate on a lease portfolio with similar characteristics.
iv. 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.
2.23 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.
2.24 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).
2.25 CO
2
emission liability
CO
2
emissions are recognized according to the net liability approach through which, the Group recognizes liabilities from CO
2
emissions when the actual emissions exceed the distributed emission rights from E.U. The liability is measured at fair value to
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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.
2.26 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.
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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.
2.27 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.
2.28 Share-based payments
The Company has implemented share-based payments for its employees and executives. In particular, under the effective
agreements, the Company’s employees and executives are granted the option to receive equity securities (shares) of the parent
company, given that certain conditions of vesting have been met. None of the existing equity-based payment agreement plans
are settled in cash.
Services received in return for equity-based payments are measured at fair value. The fair value of the services of executives and
employees, at the date when the stock option is granted, is recognized in accordance with IFRS 2 as an expense in the income
statement, with a corresponding increase in equity, during the period in which the services, for which the options are granted,
are received.
Total expenses of the options during the vesting period are calculated based on the fair value of the options provided at the
granting date. The expenses are allocated over the vesting period, based on the best available estimate of the number of stock
options expected to be vested. The fair value of the options is measured by adopting an appropriate valuation model to reflect
the number of options for which the performance conditions of the plan are expected to be met.
Estimates of the number of option’s expected to be exercised are revised if there is an indication that the number of stock options,
expected to be vested, differs from previous estimates. Any adjustment to the cumulative share-based compensation arising
from the revision is recognized within the current period.
The number of vested options, finally exercised by the company’s employees and executives does not affect the expenses
recorded within the period.
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3.1 Segment reporting
MYTILINEOS Group was active in four main operating business segments: a) Metallurgy, b) Sustainable Engineering Solutions, c)
Renewables and Storage Development and d) Power & Gas.
On 10.01.2023 the Board of Directors approved the reorganization of the Company's structures with effect from 01.01.2023. The
new organizational structure of MYTILINEOS has now two (2) business Segments the new Energy Segment and the Metallurgy
Segment and is supplemented by the Infrastructure and Concessions. Infrastructure includes METKA ATE following the spin-off
and its subsidiaries, while Concessions from the Concessions Company are also included.
The new Energy Sector includes five new activities:
M Renewables
M Energy Generation & Management
M Energy Customer Solutions
M Power Projects
M Integrated Supply & Trading
The new Metallurgy Sector encompasses the following six activities.
Aluminium of Greece Factory
Volos Factory
Recycling
Commercial
Bauxite Mining
Zinc & Lead Metallurgy
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” and they
mainly concern the support function of the Group’s business segments.
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 €) Infrastructure & Energy Metals Other Total 01.01-31.12.2023 Concessions Total Gross Sales 4.931.093 972.629 175.584 7.969 6.087.275 Intercompany Sales (505.605) (31.056) (50.995) (7.934) (595.590) Net Sales 4.425.488 941.573 124.589 35 5.491.685
3. Notes on the financial Statements
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st
December 2023
Earnings before interest and income tax 635.808 295.725 (6.988) (24.332) 900.213 Financial results (18.664) (20.107) 371 (68.101) (106.501) Investments results (5.175) - (2.477) - (7.652) Profit before income tax 611.969 275.618 (9.094) (92.433) 786.060 Income Tax Expense (22.348) (1.767) (4.669) (131.624) (160.408) Profit after income tax from continued operations 589.621 273.851 (13.763) (224.058) 625.651 Assets depreciation 69.997 40.468 2.930 13 113.408 Oper.Earnings before income tax,financial results,depreciation and amortization (EBITDA) 766.477 248.436 17.576 (18.868) 1.013.621 (Amounts in thousands €) Infrastructure & Energy Metals Other Total 01.01-31.12.2022 Concessions Total Gross Sales 5.934.900 860.789 154.404 830 6.950.923 Intercompany Sales (562.905) (43.398) (37.318) (830) (644.451) Net Sales 5.371.996 817.391 117.085 - 6.306.472 Earnings before interest and income tax 501.324 233.020 13.349 (14.730) 732.963 Financial results (31.816) (16.005) (30) (48.414) (96.265) Investments results (4.026) - - - (4.026) Profit before income tax 465.482 217.015 13.319 (63.144) 632.672 Income Tax Expense (46.859) (2.014) - (83.789) (132.662) Profit after income tax from continued operations 418.623 215.001 13.319 (146.933) 500.010 Assets depreciation 53.280 36.182 - (106) 89.356 Other operating included in EBITDA - - - (85) (85) Oper.Earnings before income tax,financial results,depreciation and amortization (EBITDA) 554.604 269.202 13.349 (14.921) 822.234
Assets and liabilities per operating segment are presented as follows:
Infrastructure & (Amounts in thousands €) Energy Metals Others Total Concessions 31.12.2023 Assets 6.425.332 2.191.298 234.976 (641.998) 8.209.608 Consolidated assets 6.425.332 2.191.298 234.976 (641.998) 8.209.608 Liabilities 2.375.557 696.600 95.556 2.374.945 5.542.658 Consolidated liabilities 2.375.557 696.600 95.556 2.374.945 5.542.658 Infrastructure & (Amounts in thousands €) Energy Metals Others Total Concessions 31.12.2022 Assets 5.165.185 1.953.202 38.616 (254.676) 6.902.327 Consolidated assets 5.165.185 1.953.202 38.616 (254.676) 6.902.327 Liabilities 2.306.918 649.116 27.464 1.697.767 4.681.265 Consolidated liabilities 2.306.918 649.116 27.464 1.697.767 4.681.265
7. Annual Financial Statements
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Annual Financial Report for the period
from the 1
st
January to the 31
st
December 2023
Geographical Information
The Group’s Sales and its Non-current assets (Tangible Assets, Goodwill and Intangible Assets) are divided into the following
geographical areas:
MYTILINEOS GROUP Sales Sales Non current assets Non current assets (Amounts in thousands €) 01.01-31.12.2023 01.01-31.12.2022 31.12.2023 01.01-31.12.2022 Hellas 2.686.643 3.158.002 2.293.299 1.947.694 European Union 2.163.687 2.176.497 25.157 24.589 Other Countries 641.355 971.974 327.116 174.763 Regional Analysis 5.491.685 6.306.472 2.645.572 2.147.046 Infrastructure & (Amounts in thousands €) Energy Metals Others Total Concessions 01.01-31.12.2023 Hellas 2.095.307 469.896 121.440 - 2.686.643 European Union 1.719.958 442.482 1.246 - 2.163.687 Other Countries 610.222 29.196 1.902 35 641.354 Total 4.425.488 941.573 124.589 35 5.491.685 Infrastructure & (Amounts in thousands €) Energy Metals Others Total Concessions 01.01-31.12.2022 Hellas 2.660.434 384.313 113.257 - 3.158.002 European Union 1.776.955 397.701 1.841 - 2.176.497 Other Countries 934.607 35.377 1.987 - 971.974 Total 5.371.996 817.391 117.085 - 6.306.472 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” and they mainly concern the support function of
the Group’s business segments.
Group’s sales per activity:
MYTILINEOS GROUP Sales 01.01-31.12.2023 01.01-31.12.2022 (Amounts in thousands €) Alumina 193.398 190.195 Aluminium 711.729 582.637 Infrastructure & Concessions 124.633 190.502 M Renewables 733.993 630.151 M Energy Generation & Management 619.522 1.626.131 M Energy Customer Solutions 1.248.348 1.154.532 M Power Projects 646.349 2.346.436 M Integrated Supply & Trading 1.513.901 77.706 Intersegment (336.618) (770.948) Other Sales 36.430 279.131 Sales 5.491.685 6.306.472
7. Annual Financial Statements
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st
January to the 31
st
December 2023
It should be noted that the backlog of projects already undertaken for the Group amounts to €2.546.432 thousand.
MYTILINEOS GROUP (Amounts in thousands €) up to 1 year 1-3 years 3-5 years > 5 years Total Revenue expected to be recognized M Power Projects 634.343 815.370 78.530 3.680 1.531.923 Revenue expected to be recognized M Renewables 373.366 12.285 - - 385.651 Revenue expected to be recognized Infrastructure & Concessions 193.538 358.728 76.592 - 628.858 Total 1.201.247 1.186.383 155.122 3.680 2.546.432
3.2 Leases
Leases are recognized in the statement of financial position as a right to use an asset and a lease liability, 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 €) 31/12/2023 31/12/2022 31/12/2023 31/12/2022 Right-of-use Land plots 22.054 18.161 9 10 Right-of-use Properties 142.811 32.847 136.478 30.719 Right-of-use Vehicles 6.358 4.047 4.354 3.295 Right-of-use Equipment 4.071 4.019 4.061 4.016 Right-of-use Office Equipment 94 143 94 141 Right-of-use Assets 175.388 59.217 144.996 38.181
The group reflects the lease liabilities on the "long term lease liabilities" and "current portion of lease liabilities" in the statement
of financial position.
The Group recognized in 31.12.2023 €175,4 million Rights of use and €182,8 million Lease obligations, while the Company €145,0
million and €150,4 million respectively.
Additionally, the Group recognized (for the year ended on 31.12.2023) €14,5 million depreciation and €4,5 million financial
expenses, while the company recognized €10,0 million and €3,2 million 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 to 1 year 1 to 5 years after 5 years Total Lease payments 10.973 34.350 38.167 83.490 Finance charges (2.576) (7.379) (10.363) (20.318) Net present value 31.12.2022 8.397 26.971 27.804 63.171 Lease payments 20.494 71.056 235.054 326.603 Finance charges (11.392) (41.351) (91.071) (143.814) Net present value 31.12.2023 9.102 29.704 143.983 182.789 MYTILINEOS S.A. (Amounts in thousands €) up to 1 year 1 to 5 years after 5 years Total Lease payments 8.540 27.417 11.438 47.395 Finance charges (1.596) (3.853) (806) (6.255) Net present value 31.12.2022 6.944 23.564 10.632 41.141 Lease payments 15.785 57.573 199.313 272.670
7. Annual Financial Statements
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Annual Financial Report for the period
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st
January to the 31
st
December 2023
Finance charges (9.782) (36.136) (76.361) (122.279) Net present value 31.12.2023 6.003 21.437 122.951 150.392 MYTILINEOS GROUP Right-of-use Right-of-use Right-of-use Right-of-use Right-of-use (Amounts in thousands €) Office Total Land plots Properties Vehicles Equipment Equipment Balance as of 31.12.2021 10.946 28.278 3.383 4.850 191 47.648 Additions 7.859 9.770 2.494 - - 20.123 Depreciation (643) (5.201) (1.766) (746) (45) (8.402) Derecognition - - (64) (85) (3) (152) Balance as of 31.12.2022 18.162 32.848 4.047 4.019 143 59.217 Additions 5.140 146.589 5.596 1.045 - 158.370 Depreciation (1.172) (10.166) (2.085) (993) (48) (14.464) Derecognition (77) (26.460) (1.199) (0) - (27.737) Balance as of 31.12.2023 22.054 142.811 6.359 4.070 95 175.388 MYTILINEOS S.A. Right-of-Right-of-use Right-of-use Right-of-use Right-of-use (Amounts in thousands €) use Land Office Total Properties Vehicles Equipment plots Equipment Balance as of 31.12.2021 11 26.976 2.763 4.820 187 34.757 Additions - 8.672 1.824 - - 10.496 Depreciation (1) (4.780) (1.226) (803) (47) (6.856) Derecognition - (149) (66) - - (215) Balance as of 31.12.2022 10 30.719 3.295 4.016 140 38.181 Additions - 138.864 3.448 1.030 - 143.341 Depreciation (1) (7.700) (1.285) (985) (47) (10.018) Derecognition - (25.405) (1.103) - - (26.508) Balance as of 31.12.2023 9 136.478 4.354 4.061 93 144.996 MYTILINEOS GROUP Lease Lease Lease Lease Lease Liabilities (Amounts in thousands €) Liabilities Liabilities Liabilities Liabilities Total Equipment Land plots Properties Vehicles Equipment Balance as of 31.12.2021 11.787 30.311 3.493 4.916 192 50.699 Additions 7.859 9.770 2.494 - - 20.123 Payments (1.531) (6.653) (2.002) (929) (52) (11.167) Interest expense 830 1.429 160 153 5 2.577 Other 429 489 19 - - 937 Balance as of 31.12.2022 19.375 35.347 4.164 4.140 145 63.171 Additions 5.140 146.589 5.596 1.045 - 158.370 Payments (1.653) (10.189) (2.265) (1.183) (52) (15.342) Interest expense 1.008 2.945 222 286 4 4.467 Derecognition (207) (26.426) (1.243) - - (27.876) Balance as of 31.12.2023 23.664 148.266 6.475 4.288 97 182.789 Lease Liabilities Lease Liabilities Lease Liabilities Lease Liabilities (Amounts in thousands €) Total Properties Vehicles Equipment Equipment Balance as of 31.12.2021 28.971 2.861 4.885 188 36.904 Additions 8.672 1.824 (0) - 10.496 Payments (5.979) (1.432) (900) (50) (8.361) Interest expense 1.392 126 153 5 1.677 Other 406 19 - - 425 Balance as of 31.12.2022 33.462 3.399 4.137 143 41.141
7. Annual Financial Statements
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st
January to the 31
st
December 2023
Additions 138.864 3.448 1.030 - 143.341 Payments (8.041) (1.409) (1.175) (50) (10.675) Interest expense 2.789 153 286 4 3.232 Derecognition (25.493) (1.156) - - (26.648) Balance as of 31.12.2023 141.581 4.435 4.278 97 150.392
3.3 Tangible assets
Tangible assets presented in the financial statements are analyzed as follows:
Vehicles & Furniture and Tangible assets Land & mechanical other under Total Buildings equipment equipment construction (Amounts in thousands €) Net Book Value as at 01.01.2022 321.713 761.921 8.879 336.035 1.428.547 Additions From Acquisition/Consolidation Of Subsidiaries - (368) - - (368) Additions 6.536 41.599 950 284.908 333.993 Sales - Reductions (1.613) (61) (90) - (1.764) Depreciation (7.714) (55.887) (2.268) - (65.869) Reclassifications 9.994 106.659 1.762 (120.093) (1.678) Net Foreign Exchange Differences 1.006 60 (41) - 1.025 Merge Through Acquisition Of Subsidiary - 290 40 - 330 Impairment - (32) - (7.770) (7.802) Net Book Value as at 31.12.2022 329.921 854.178 9.232 493.080 1.686.411 Additions From Acquisition/Consolidation Of Subsidiaries 792 822 648 33 2.295 Additions 11.253 287.737 1.050 79.048 379.088 Sales - Reductions 91 (93) (210) 46 (167) Depreciation (9.896) (65.919) (2.394) - (78.209) Reclassifications 105.489 246.297 484 (357.827) (5.557) Net Foreign Exchange Differences (732) 547 (77) - (262) Net Book Value as at 31.12.2023 436.918 1.323.569 8.733 214.380 1.983.600
MYTILINEOS GROUP Vehicles & Furniture and Tangible assets Land & mechanical other under Total Buildings equipment equipment construction (Amounts in thousands €) Gross Book Value 453.138 1.783.119 46.756 337.497 2.620.511 Accumulated depreciation and/or impairment (131.426) (1.021.197) (37.878) (1.463) (1.191.964) Net Book Value as at 01.01.2022 321.712 761.922 8.879 336.034 1.428.547 Gross Book Value 468.989 1.921.184 48.747 491.897 2.930.817 Accumulated depreciation and/or impairment (139.069) (1.067.006) (39.515) 1.183 (1.244.407) Net Book Value as at 31.12.2022 329.921 854.178 9.232 493.080 1.686.411 Gross Book Value 587.338 2.446.108 52.351 213.042 3.298.839 Accumulated depreciation and/or impairment (150.420) (1.122.539) (43.618) 1.338 (1.315.239) Net Book Value as at 31.12.2023 436.918 1.323.569 8.733 214.380 1.983.600
7. Annual Financial Statements
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Annual Financial Report for the period
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st
January to the 31
st
December 2023
Reclassifications from Assets under construction mainly concern the start of the new gas-fired combined cycle power plant
(CCGT) with a capacity of 826MW of high efficiency.
In every reporting period, the Group tests the carrying amounts of non-financial assets for indications of impairment. If such
indications are identified, the recoverable amount of the assets is determined.
For the impairment test purposes, the Group categorizes the assets into separate CGUs. The recoverable amount for the separate
CGU is determined based on the value in use, calculated applying the discounted cash flows method. In determining the value in
use, the Management uses assumptions it considers appropriate that are based on the consensus of the assessments carried out
by international rating agencies and analysts, as well as the best possible information available to it and valid on the financial
statements reporting date. As at 31.12.2023 the impairment test disclosed no indications of impairments of property, plant and
equipment.
Depreciation charged in profit and loss is analyzed in notes 3.22 and 3.23.
MYTILINEOS S.A. Vehicles & Furniture and Tangible assets Land & mechanical other under Total Buildings equipment equipment construction (Amounts in thousands €) Gross Book Value 321.310 1.322.862 41.489 283.904 1.969.565 Accumulated depreciation and/or impairment (81.676) (806.734) (34.062) 667 (921.805) Net Book Value as at 01.01.2022 239.634 516.129 7.427 284.570 1.047.761 Gross Book Value 325.196 1.345.816 42.461 377.187 2.090.660 Accumulated depreciation and/or impairment (87.060) (833.462) (35.177) 1.232 (954.467) Net Book Value as at 31.12.2022 238.136 512.354 7.284 378.419 1.136.193 Gross Book Value 432.836 1.602.960 45.804 93.318 2.174.917 Accumulated depreciation and/or impairment (90.760) (859.402) (39.093) 1.806 (987.449) Net Book Value as at 31.12.2023 342.076 743.557 6.711 95.123 1.187.468
Vehicles & Furniture and Tangible assets Land & mechanical other under Total Buildings equipment equipment construction (Amounts in thousands €) Net Book Value as at 01.01.2022 239.634 516.129 7.427 284.570 1.047.761 Additions 1.333 20.154 280 108.762 130.530 Sales - Reductions (129) (6) - - (135) Depreciation (5.420) (34.656) (2.172) - (42.249) Reclassifications 2.701 10.387 1.762 (14.914) (64) Net Foreign Exchange Differences 17 56 (53) - 21 Merge Through Acquisition of Subsidiary - 290 40 - 330 Net Book Value as at 31.12.2022 238.136 512.354 7.284 378.419 1.136.193 Additions 7.781 34.497 148 77.242 119.668 Sales - Reductions - (236) - - (236) Depreciation (6.424) (41.324) (1.380) - (49.128) Reclassifications 108.033 246.466 495 (360.538) (5.545) Net Foreign Exchange Differences (55) 589 16 - 550 Spin-off Assets (5.532) (8.880) 50 - (14.362) Merge Through Acquisition of Subsidiary 137 91 98 - 326 Net Book Value as at 31.12.2023 342.076 743.557 6.711 95.123 1.187.468
7. Annual Financial Statements
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Annual Financial Report for the period
from the 1
st
January to the 31
st
December 2023
Reclassifications from Assets under construction mainly concern the start of the new gas-fired combined cycle power plant
(CCGT) with a capacity of 826MW of high efficiency.
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 2023 and 2022.
Infrastructure & Energy Metals Total Segment Concessions (Amounts in thousands €) Gross Book Value 195.786 16.319 2.571 214.676 Net Book Value as at 01.01.2022 195.786 16.319 2.571 214.676 Gross Book Value 201.623 16.319 2.571 220.513 Net Book Value as at 31.12.2022 201.623 16.319 2.571 220.513 Gross Book Value 241.004 16.319 2.571 259.894 Net Book Value as at 31.12.2023 241.004 16.319 2.571 259.894
Infrastructure & Energy Metals Total Segment Concessions (Amounts in thousands €) Net Book Value as at 01.01.2022 195.786 16.319 2.571 214.676 Additions 5.837 - - 5.837 Net Book Value as at 31.12.2022 201.623 16.319 2.571 220.513 Additions 39.381 - - 39.381 Net Book Value as at 31.12.2023 241.004 16.319 2.571 259.894
It is noted that in the 2023 financial statements, a surplus amount of €28.706 thousands is included, which has not yet been
finalized, as detailed in Note 1.3 above.
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:
Goodwill allocated per segment 31.12.2023 31.12.2022 (Amounts in thousands €) Energy 241.004 201.623 Metallurgy 16.319 16.319 Infrastructure & Concessions 2.571 2.571 Total 259.894 220.513
For the annual impairment test on goodwill, the recoverable amount of each segment is as follows:
Recoverable amount per Segment 31.12.2023 31.12.2022 (Amounts in thousands €) Energy 4.464.171 2.628.540 Metallurgy 1.948.265 1.657.481 Infrastructure & Concessions 428.683 - Total 6.841.119 4.286.021
The Group performs annually impairment tests for goodwill.
7. Annual Financial Statements
340
Annual Financial Report for the period
from the 1
st
January to the 31
st
December 2023
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 Group for determining the recoverable value of each CGU calculates the value-in-use through the present value method of
estimated future cash flows. The main assumptions used by the Group to determine the estimated future cash flows are as
follows:
Market price assumptions:
i. Mineral prices on the LME
ii. Exchange rate of major currencies (€/$, €/GBP, etc.)
iii. CO
2
prices
iv. Gas and electricity prices
Operating assumptions:
i. Prices of basic raw materials and equipment
ii. Key Performance Indicators (KPIs) for production facilities
iii. Project milestones and corresponding completion rates
iv. Cost and time of major maintenance for production facilities
v. Capacity factor, total demand and system load
Business plan per CGU:
Business plans are prepared based on a maximum period of 5 years. Cash flows beyond the 5-year period are extrapolated
using growth rate estimates of 1% (31.12.2022 1%) as listed below:
i. Business plans are based on recently prepared budgets and estimates
ii. Business plans use operating profit margins and EBITDA, as well as future estimates using reasonable assumptions
iii. Regarding energy sector projects, these plans extend for a period equal to the duration of the relevant license
iv. Concerning EPC projects and infrastructure projects, the total completion and repayment cycle of the projects are
defined up to 10 years.
v. Finally, for projects executed in the form of BOT (build operate transfer) in the energy sector, particularly in the
M Renewables sub-sector, the forecasts are based on the portfolio of projects under review and already passed
or expected to pass through the Group's Investment Evaluation Committee (Capital Allocation Committee).
Calculations for determining the recoverable value of operational segments were based on business plans approved by
management, which have included necessary revisions to reflect the current economic conditions and reflect previous
experience, industry forecasts, and other available information from external sources. The Group analyzed the sensitivity of
recoverable amounts per operational sector regarding a 0,5% change in the basic assumption of the growth rate. From the
relevant analyses, it does not emerge that any impairment loss may arise.
7. Annual Financial Statements
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January to the 31
st
December 2023
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 7,04%.
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
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.
3.5 Intangible Assets
Intangible assets presented in the financial statements are analyzed as follows:
MYTILINEOS GROUP Other Intangible Software Land Restoration Licenses Total Assets (Amounts in thousands €) Gross Book Value 12.736 80.158 229.805 85.804 408.504 Accumulated depreciation and/or impairment (11.273) (59.213) (57.817) (48.703) (177.006) Net Book Value as at 01.01.2022 1.464 20.945 171.988 37.101 231.498 Gross Book Value 13.033 83.723 222.376 115.211 434.343 Accumulated depreciation and/or impairment (11.738) (62.914) (64.068) (55.500) (194.220) Net Book Value as at 31.12.2022 1.295 20.810 158.308 59.710 240.123 Gross Book Value 14.656 87.753 224.279 312.006 638.694 Accumulated depreciation and/or impairment (12.107) (65.996) (71.694) (86.820) (236.617) Net Book Value as at 31.12.2023 2.550 21.756 152.586 225.186 402.078
Other Land Software Licenses Intangible Total Restoration (Amounts in thousands €) Assets Net Book Value as at 01.01.2022 1.464 20.945 171.988 37.101 231.498 Additions 233 3.566 953 39.295 44.046 Sales - Reductions (20) - (6.109) (10.855) (16.984) Sale Of Subsidiary - - - 6 6 Depreciation (446) (3.701) (6.865) (6.859) (17.871) Reclassifications 64 - 589 1.024 1.677 Impairment - - (2.248) - (2.248) Net Book Value as at 31.12.2022 1.295 20.810 158.308 59.710 240.123 Additions 1.540 4.029 473 200.788 206.831 Additions From Acquisition/Consolidation Of Subsidiaries 226 - 1.368 4.734 6.328 Sales - Reductions (6) (178) - (33.063) (33.248) Depreciation (418) (2.904) (7.728) (12.451) (23.501) Reclassifications (87) - 176 5.456 5.545 Net Book Value as at 31.12.2023 2.550 21.756 152.586 225.186 402.078
7. Annual Financial Statements
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Annual Financial Report for the period
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st
January to the 31
st
December 2023
The Group's Other Intangible assets include recognized emission allowances amounting to €152.583 thousand (2022: €33.063
thousand).
The Group shall, in each reporting period, examine the carrying amounts of non-financial assets for any signs of impairment. If
such indications are found, then the recoverable value of the items is determined. For the impairment test, the Group categorises
assets into individual MDTPs. The recoverable amount related to the individual RBMs shall be determined on the basis of the use
value calculated using the discounted cash flow method. In determining the value due to use, Management uses assumptions
that it considers reasonable and are based on the consensus of estimates given by international rating agencies and analysts, as
well as on the best possible information available to it and valid at the reporting date of the Financial Statements. At 31.12.2023
there was no impairment on intangible assets.
MYTILINEOS S.A. Other Intangible Software Licenses Total Assets (Amounts in thousands €) Gross Book Value 11.809 99.725 43.169 154.703 Accumulated depreciation and/or impairment (10.586) (35.224) (22.175) (67.985) Net Book Value as at 01.01.2022 1.223 64.501 20.994 86.718 Gross Book Value 12.082 99.725 73.442 185.249 Accumulated depreciation and/or impairment (10.966) (37.920) (28.682) (77.569) Net Book Value as at 31.12.2022 1.116 61.805 44.760 107.681 Gross Book Value 12.167 92.832 232.903 337.902 Accumulated depreciation and/or impairment (11.269) (38.573) (56.743) (106.585) Net Book Value as at 31.12.2023 898 54.258 176.160 231.317 Other Intangible Software Licenses Total Assets (Amounts in thousands €) Net Book Value as at 01.01.2022 1.223 64.501 20.994 86.718 Additions 209 - 34.820 35.029 Sales - Reductions - - (4.547) (4.547) Depreciation (380) (2.696) (6.508) (9.583) Reclassifications 64 - - 64 Net Book Value as at 31.12.2022 1.116 61.805 44.760 107.681 Additions 11 - 156.866 156.877 Sales - Reductions - - (28.597) (28.597) Depreciation (303) (2.541) (7.120) (9.964) Reclassifications 73 (5.005) 10.477 5.545 Spin-off Assets - - (5.294) (5.294) Merge Through Acquisition Of Subsidiary - - 5.069 5.069 Net Book Value as at 31.12.2023 898 54.258 176.160 231.317
Company’s Other Intangible assets include recognized emission allowances amounting to €149.025 thousand (2022: €28.597
thousand).
Amortization charged in profit and loss is analyzed in notes 3.22 and 3.23.
7. Annual Financial Statements
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st
December 2023
3.6 Investments in subsidiaries
MYTILINEOS S.A. 31.12.2023 31.12.2022 (Amounts in thousands €) Total Opening 325.787 346.707 Additions 144.674 26.493 Other Changes In Equity - (46.713) Spin-off of Infrastructure Division 122.645 - Merge Through Acquisition of Subsidiary (45.040) (700) Total 548.066 325.787
Other changes in Equity of 2022 concern the reduction and return of the share capital of the subsidiary company Protergia
Thermoelectric SA. in accordance with the decision of the extraordinary General Meeting of shareholders of 09.11.2022.
The changes in the Group Structure are illustrated in note 1.3.
Below the investments of MYTILINEOS S.A. per segment as at 31.12.2023 and 31.12.2022:
(Amounts in thousands €) 31.12.2023 31.12.2022 ENERGY SECTOR SUBSIDIARIES 356.624 269.851 METALLURGY SECTOR SUBSIDIARIES 32.790 32.490 INFRASTRUCTURE & CONCESSIONS SECTOR SUBSIDIARIES 156.042 20.837 ALUMINIUM OF GREECE INDUSTRIAL AND COMMERCIAL SOCIETE ANONYME (EX OSTENITIS S.A.) 60 60 MYTILINEOS FINANCIAL PARTNERS S.A. 2.000 2.000 GENIKI VIOMICHANIKI S.A. 145 145 MYTILINEOS FINANCE S.A. 405 405 Total 548.066 325.787
3.6.1 Important non-controlling interests
On the table below, the analysis of the significant non-controlling interests in Group’s Subsidiaries:
(Amounts in thousands €) Total comprehensive income % of NCI Accumulated NCI allocated to NCI SUBSIDIARY 31.12.2023 31.12.2022 31.12.2023 31.12.2022 31.12.2023 31.12.2022 ΚΟRINTHOS POWER S.A. 35,0% 35,00% 710 32.255 72.337 73.830 AIOLIKI SIDIROKASTROU S.A. 19,8% 19,80% 408 429 3.753 3.345 AIOLIKI ANDROU TSIROVLIDI S.A. 19,8% 19,80% 375 368 3.637 3.262 MYTILINEOS HELLENIC WIND POWER S.A. 20,0% 20,00% (4) (6) 2.807 2.811 AIOLIKI EVOIAS PIRGOS S.A. 19,8% 19,80% 303 434 3.109 2.806
7. Annual Financial Statements
344
Annual Financial Report for the period
from the 1
st
January to the 31
st
December 2023
The summarized financial statements of the Group’s subsidiary companies before intragroup eliminations:
AIOLIKI SIDIROKASTROU AIOLIKI ANDROU MYTILINEOS HELLENIC AIOLIKI EVOIAS PIRGOS ΚΟRINTHOS POWER S.A. S.A. TSIROVLIDI S.A. WIND POWER S.A. S.A. (Amounts in thousands €) 31.12.2023 31.12.2022 31.12.2023 31.12.2022 31.12.2023 31.12.2022 31.12.2023 31.12.2022 31.12.2023 31.12.2022 Non-current assets 210.097 210.060 14.137 15.192 19.277 20.334 24.693 24.694 23.624 25.281 Current assets 116.407 139.257 10.740 7.717 7.476 4.373 23.659 23.679 5.372 6.867 Total assets 326.504 349.317 24.877 22.909 26.753 24.707 48.352 48.373 28.996 32.148 Non-current liabilities 38.491 53.655 4.729 4.908 7.256 7.529 - - 6.428 9.424 Current liabilities 81.334 84.720 1.192 1.105 1.128 700 34.318 34.317 6.866 8.551 Total liabilities 119.825 138.373 5.921 6.013 8.384 8.230 34.318 34.318 13.294 17.975 Equity attibutable to owners of the parent 134.341 137.113 15.203 13.551 14.733 13.215 11.227 11.244 12.593 11.368 Non-controlling interests 72.337 73.830 3.753 3.345 3.637 3.262 2.807 2.811 3.109 2.806 (Amounts in thousands €) 31.12.2023 31.12.2022 31.12.2023 31.12.2022 31.12.2023 31.12.2022 31.12.2023 31.12.2022 31.12.2023 31.12.2022 Sales 164.197 685.455 5.109 5.307 4.322 4.277 - - 5.041 5.688 Profit of the year attributable to owners of the parent 1.319 59.903 1.654 1.740 1.518 1.492 (17) (26) 1.226 1.759 Profit for the year attibutable to NCI 710 32.255 408 429 375 368 (4) (6) 303 434 Profit for the year 2.029 92.158 2.062 2.169 1.893 1.860 (21) (32) 1.529 2.193 Other comprehensive income for the year (18) - (2) - - - - - - - Total comprehensive income for the year attributable to owners of the parent 1.307 59.903 1.652 1.740 1.518 1.492 (17) (26) 1.226 1.759 Total comprehensive income for the year attributable to NCI 704 32.255 408 429 375 368 (4) (6) 303 434 Total comprehensive income for the year 2.011 92.158 2.060 2.169 1.893 1.860 (21) (32) 1.529 2.193 (Amounts in thousands €) 31.12.2023 31.12.2022 31.12.2023 31.12.2022 31.12.2023 31.12.2022 31.12.2023 31.12.2022 31.12.2023 31.12.2022 Net cash from operating activities 2.924 120.026 3.640 3.723 3.268 2.665 (61) (59) 3.054 1.843 Net cash used in investins activities (2.824) (12.101) 53 - 31 - 10 3.502 17 (6) Net cash from financing activities (30.292) (108.895) (23) (3.561) - (1.711) (1) (6) (4.208) (5.231) Net (decrease)/increase in cash and cash equivalents (30.192) (969) 3.670 162 3.299 954 (52) 3.437 (1.137) (3.394)
3.7 Investments in associate companies
MYTILINEOS GROUP MYTILINEOS S.A. (Amounts in thousands €) 31.12.2023 31.12.2022 31.12.2023 31.12.2022 Total Opening 21.717 20.844 17.013 12.113 Share Of Profit/Loss (After Taxation & Minority Interest) (2.394) (4.026) - - Additions - 7.013 - 7.013 Sales/Disposals/Reversal of Received Dividends (9.719) (2.113) (10.000) (2.113) Other Changes in Equity (6.786) - - - Investments In Associates 2.818 21.717 7.013 17.013
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.
2022 additions refer to the investment in associate company named Kedrinos Lofos S.A. which is consolidated under equity
method since 14.12.2022 with 50% percent.
7. Annual Financial Statements
345
Annual Financial Report for the period
from the 1
st
January to the 31
st
December 2023
The other changes in equity relate to other comprehensive income/expenses arising from cash flow hedges of the related
company Kedrinos Lofos Operations S.A.
3.7.1 Interests in Associates
Group’s Financial Statements include, with the equity method, the following companies incorporated: FTHIOTIKI ENERGY S.A.
35% (31.12.2022: 35%), J/V METKA ATE-XANTHAKIS 50% (2022: 50%), J/V EVROS AVAX-INTRAKAT-MYTILINEOS-TERNA 25%
(2022: 25%), J/V MYTILINEOS-ELEMKA 50% (2022: 50%), Kedrinos Lofos Operations S.A 50% (2022: 50%) and Kedrinos Lofos S.A.
50% (2022: 50%). 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 €) Profit / (Loss) Share Of Profit / ASSOCIATE % Participation Sales before income tax (Loss) for the of the Period Period FTHIOTIKI ENERGY S.A. 35% 409 321 112 ΕΛΕΜΚΑ SAUDI ARABIA* 34% 348 (199) (68) J/V METKA ATE-XANTHAKIS 50% 3.284 (452) (226) KEDRINOS LOFOS OPERATIONS 50% - (59) (30) KEDRINOS LOFOS S.A. 50% - (4.360) (2.180) J/V EVROS-AVAX-INTRAKAT-MYTILINEOS-TERNA 25% - (11) (3) Total 4.041 (4.760) (2.394)
During the previous year, the Group proceeded with the sale of all shares of THERMOREMA S.A. held on 31.12.2021 with a
percentage of 40% and consolidated it with the method of Equity. A loss of €4.338 thousand was recognised from the above
transaction. During the current year, the Group proceeded with the sale of all shares of INTERNATIONAL POWER SUPPLY AD held
on 31.12.2022 with a percentage of 10% and consolidated it with the method of Equity. From the above transaction, a loss of
€5.257 thousand was recognized.
*In addition, in October of the current year, the Group acquired control with a 51% stake in ELEMKA SAUDI, which it consolidated
until that time with the Equity method with a 34% percentage. Finally, dividends of €580 thousand were received this year.
3.8 Investments in joint operations – proportional method
Joint operations are accounted for using the proportional method in the consolidated and corporate financial statements of the
Company. Joint operations are presented in detail in Note 1.3. These companies refer to schemes with joint operation with the
other shareholders. Their assets, liabilities, share of the proceeds from the sale of production by the joint venture and their
expenses are incorporated proportionate to the financial statements of the Group and the Company. These are mainly tax joint
operations, which are not a separate entity under IFRSs.
The following amounts before eliminations are included in the consolidated and corporate Financial Statements for the financial
years 2023 and 2022 and represent the Group's share in the assets and liabilities accounts as well as on profit after tax of the
jointly controlled companies.
7. Annual Financial Statements
346
Annual Financial Report for the period
from the 1
st
January to the 31
st
December 2023
MYTILINEOS GROUP MYTILINEOS S.A. (Amounts in thousands €) 31.12.2023 31.12.2022 31.12.2023 31.12.2022 Non-current assets 1.357 110 451 - Current assets 41.085 6.695 3.053 1.198 Total assets 42.442 6.805 3.504 1.198 Non-current liabilities 3.563 - 577 - Current liabilities 36.482 6.791 1.719 1.200 Total liabilities 40.046 6.791 2.296 1.200 Equity 2.397 14 1.208 (2) Sales 17.960 262 2.623 - Gross profit 1.813 30 566 (1) Profit after tax 1.597 14 425 (2)
3.9 Deferred tax
Deferred tax assets / liabilities arising from the relevant temporary tax differences are as follows:
MYTILINEOS GROUP01.01.2023 31.12.2023Recognised In Deferred Tax Recognised In Other Exchange Impact From As At 31 Deferred Tax Deferred Tax At 1st JanuaryProfit Or LossComprehensive DifferencesAcquisition/DispoDecemberAssetLiabilityIncomesal Of Subsidiary(Amounts in thousands €)Non - Current AssetsIntangible Assets (31.768) (26.006) (7.510) - (1.441) (66.725) - (66.725)Tangible Assets (75.291) (2.933) (40) - 13 (78.250) - (78.251)Right-of-use Assets (10.396) (22.299) - - (59) (32.754) - (32.753)Other Financial Assets (1.035) - 1.612 - - 576 576 -Long-Term Receivables (5.771) 3.885 - - - (1.887) - (1.886)Investment to subsidiaries (11.951) - - - - (11.951) - (11.951)Current Assets (136.212) (47.353) (5.938) - (1.487) (190.990) 576 (191.566)Inventories 107 (3.670) - - - (3.564) - (3.563)Construction Contracts 3.357 (3.059) (109) - - 188 - 188Receivables (1.054) 838 - - - (216) - (217)Financial Assets Available for Sale - - - - 8 8 8 -Financial Assets at fair value (51) - 116 - - 65 - 65Reserves 2.359 (5.892) 6 - 8 (3.519) 8 (3.527)Reserves' defer tax liability (27.971) - - - - (27.971) - (27.971)Actuarial Gain/Losses 20 6 - - - 26 26 -Long-term Liabilities (27.951) 6 - - - (27.944) 26 (27.971)Employee Benefits 1.411 93 (4) - 6 1.506 1.506 -Subsidies 69 - - - - 69 69 -Long-Τerm Loans (1.970) (343) - - - (2.313) - (2.312)Other Long-Term Liabilities 13.336 13.048 (6.745) - - 19.639 19.640 -Short-Term Liabilities 12.847 12.798 (6.749) - 6 18.902 21.215 (2.312)Provisions 6.980 (7.403) (24) - 5.323 4.876 4.876 -Contingent Liabilities 21.631 (16.095) - - - 5.536 5.536 -Employee Benefits (66) 37 (7) - - (35) - (35)Liabilities From Derivatives - - 420 - - 420 419 -Liabilities From Financing Leases 2.233 128 - - 607 2.968 2.967 -Other Short-Term Liabilities (607) 23.322 - - - 22.714 22.714 -Other Contingent Defer Taxes 11.877 - - - - 11.877 11.877 -Total 42.047 (10) 389 - 5.929 48.355 48.390 (35)Offsetting - - - - - - 124.308 (124.308)Deferred Tax From Tax Losses 9.971 (1.874) - - - 8.096 8.097 -Deferred Tax (Liability)/Receivables (96.940) (42.324) (12.292) - 4.456 (147.100) 202.619 (349.719)
7. Annual Financial Statements
347
Annual Financial Report for the period
from the 1
st
January to the 31
st
December 2023
Deferred tax assets from tax losses amounting to €8,09m., are computed on tax losses of the current year as well as on those of
previous year’s carried forward. The major contribution on the calculated deferred tax asset derives from the following
subsidiaries and branch: METKA-EGN CHILE SPA (€2,2m.), Mytilineos S.A. Algeria Branch (€0,43m.), METKA EGN ITALY S.R.L.
(€0,2m.), METKA EGN KZ LLP (€0,57m.), METKA EGN SPAIN SLU (€0,51m.), METKA EGN GENERAL CONTRACTORS LTD (€0,38m.)
MYTILINEOS ENERGY TRADING CHILE SPA (€0,17m.), MYTILINEOS INTERNATIONAL TRADING COMPANY AG (€0,13m.), METKA
EGN ROMANIA (€0,1m.) SOMETRA S.A. (€0,28m.), ΕGNATIA WIND Μ.Α.Ε (€0,55m.), ΕGNATIA ΕΚ.Α. Μ.Α.Ε. (€0,20m.),
ΜAKRYNOROS S.A. (€0,69m.), PROTERGIA THERMOILEKTRIKI S.A. (€0,22m.), ZEOLOGIC Α.Ε.Β.Ε. (€0,13m.). As regards the
companies where a deferred claim for tax losses has been calculated, there is a significant possibility, based on the future planning
and development prospects of the Group, that the taxable profits which will arise, will be realized until the period, during which,
the possibility of offsetting tax losses exists. As of 31.12.2023, there are unused tax losses for which no deferred tax asset has
been recognized. The amount of the deferred tax asset which could be recognized, amounts to €5,6m. and is mostly related to
subsidiaries in Australia.
MYTILINEOS GROUP01.01.2022 31.12.2022Recognised In Deferred Tax Recognised In Other Exchange Impact From As At 31 Deferred Tax Deferred Tax At 1st JanuaryProfit Or LossComprehensive DifferencesAcquisition/DispoDecemberAssetLiabilityIncomesal Of Subsidiary(Amounts in thousands €)Non - Current AssetsIntangible Assets (27.163) (4.605) - - - (31.768) - (31.768)Tangible Assets (70.638) (5.068) 414 - - (75.291) - (75.291)Right-of-use Assets (9.717) (679) 1 - - (10.396) - (10.396)Other Financial Assets (3) - (1.032) - - (1.035) - (1.035)Long-Term Receivables (5.771) - - - - (5.771) - (5.771)Investment to subsidiaries (11.951) - - - - (11.951) - (11.951)Current Assets (125.243) (10.352) (617) - - (136.212) - (136.212)Inventories (29) 136 - - - 107 107 -Construction Contracts 36.723 (33.366) - - - 3.357 3.357 -Receivables (3.136) 2.082 - - - (1.054) - (1.054)Financial Assets at fair value 45 (20) (75) - - (51) - (51)Reserves 33.604 (31.170) (75) - - 2.359 3.464 (1.105)Reserves' defer tax liability (27.971) - - - - (27.971) - (27.971)Actuarial Gain/Losses 16 3 - - - 20 20 -Long-term Liabilities (27.954) 3 - - - (27.951) 20 (27.971)Employee Benefits 944 628 (162) - - 1.411 1.411 -Subsidies 69 - - - - 69 69 -Long-Τerm Loans (2.772) 802 - - - (1.970) - (1.970)Other Long-Term Liabilities 517 21.733 (8.914) - - 13.336 13.336 -Short-Term Liabilities (1.241) 23.163 (9.075) - - 12.847 14.816 (1.970)Provisions (3.099) 10.085 (6) - - 6.980 6.980 -Contingent Liabilities 16.789 4.842 - - - 21.631 21.631 -Employee Benefits (36) (19) (10) - - (66) - (66)Liabilities From Derivatives 29.396 - (29.396) - - - - -Liabilities From Financing Leases 2.167 65 - - - 2.233 2.233 -Other Short-Term Liabilities 7.560 (8.168) - - - (607) - (607)Other Contingent Defer Taxes 11.877 - - - - 11.877 11.877 -Total 64.654 6.806 (29.412) - - 42.047 42.720 (673)Offsetting - - - - - - 78.163 (78.163)Deferred Tax From Tax Losses 18.918 (8.410) (880) 343 - 9.971 9.971 -Deferred Tax (Liability)/Receivables (37.262) (19.960) (40.061) 343 - (96.940) 149.154 (246.094)
7. Annual Financial Statements
348
Annual Financial Report for the period
from the 1
st
January to the 31
st
December 2023
3.10 Inventories
Inventories that are presented in the financial statements are analyzed as follows:
MYTILINEOS GROUP MYTILINEOS S.A. (Amounts in thousands €) 31.12.2023 31.12.2022 31.12.2023 31.12.2022 Raw materials 109.816 125.395 92.005 112.632 Semi-finished products 3.540 2.372 1.445 2.169 Finished products 16.544 31.668 16.528 31.652 Work in Progress 1.127.075 572.104 50.676 70.310 Merchandise 13.807 55.841 13.299 55.239 Other 68.926 57.352 52.955 42.747 Total 1.339.708 844.733 226.908 314.749
MYTILINEOS S.A.01.01.2023 31.12.2023Recognised In Deferred Tax Recognised In Other Exchange Impact From As At 31 Deferred Tax Deferred Tax At 1st JanuaryProfit Or LossComprehensive DifferencesAcquisition/DispoDecemberAssetLiabilityIncomesal Of Subsidiary(Amounts in thousands €)Non - Current AssetsIntangible Assets (29.339) (25.636) - - (135) (55.110) 55 (55.164)Tangible Assets (54.368) (1.889) - - 948 (55.309) 482 (55.791)Right-of-use Assets (8.084) (22.694) - - 497 (30.282) 2.000 (32.282)Current Assets (91.791) (50.219) - - 1.310 (140.701) 2.537 (143.237)Inventories - - - - (8.694) (8.694) - (8.694)Construction Contracts 1.369 (1.065) - - 7.043 7.347 16.506 (9.159)Receivables (130) (443) - - - (573) 1.879 (2.452)Financial Assets at fair value 28 - - - - 28 28 -Reserves 1.268 (1.508) - - (1.651) (1.892) 18.413 (20.305)Reserves' defer tax liability (31.368) - - - - (31.368) - (31.368)Long-term Liabilities (31.368) - - - - (31.368) - (31.368)Employee Benefits 2.040 211 - - 6 2.257 2.257 -Long-Τerm Loans (1.582) (27) - - - (1.610) 114 (1.724)Other Long-Term Liabilities 19.483 13.179 (6.745) - (3) 25.914 41.576 (15.663)Short-Term Liabilities 19.941 13.363 (6.745) - 3 26.561 43.947 (17.387)Provisions 11.740 (10.997) - - 7.325 8.068 8.164 (97)Contingent Liabilities 14.411 (16.095) - - - (1.684) (1.684) -Employee Benefits 332 27 - - - 360 394 (34)Liabilities From Derivatives - - 420 - - 420 420 -Liabilities From Financing Leases 1.426 281 - - - 1.707 1.654 53Other Short-Term Liabilities (4.635) 23.599 - - (1) 18.964 72.125 (53.162)Total 23.274 (3.184) 420 - 7.324 27.834 81.074 (53.240)Deferred Tax From Tax Losses 833 (421) - - - 412 412 -Deferred Tax (Liability)/Receivables (77.843) (41.971) (6.326) - 6.986 (119.154) 146.383 (265.537)
MYTILINEOS S.A.01.01.2022 31.12.2022Recognised In Deferred Tax Recognised In Other Exchange Impact From As At 31 Deferred Tax Deferred Tax At 1st JanuaryProfit Or LossComprehensive DifferencesAcquisition/DispoDecemberAssetLiabilityIncomesal Of Subsidiary(Amounts in thousands €)Non - Current AssetsIntangible Assets (24.532) (4.807) - - - (29.339) 90 (29.429)Tangible Assets (53.076) (1.292) - - - (54.368) 487 (54.855)Right-of-use Assets (7.257) (827) - - - (8.084) - (8.084)Current Assets (84.865) (6.926) - - - (91.791) 577 (92.369)Construction Contracts 32.545 (31.176) - - - 1.369 1.369 -Receivables (1.866) 1.737 - - - (130) 1.880 (2.009)Financial Assets at fair value 48 (20) - - - 28 28 -Reserves 30.727 (29.459) - - - 1.268 3.277 (2.009)Reserves' defer tax liability (31.368) - - - - (31.368) - (31.368)Long-term Liabilities (31.368) - - - - (31.368) - (31.368)Employee Benefits 1.613 592 (165) - - 2.040 2.040 -Long-Τerm Loans (2.204) 622 - - - (1.582) 142 (1.724)Other Long-Term Liabilities 6.533 21.864 (8.914) - - 19.483 28.397 (8.914)Short-Term Liabilities 5.942 23.078 (9.079) - - 19.941 30.579 (10.638)Provisions 721 11.019 - - - 11.740 11.837 (97)Contingent Liabilities 9.569 4.842 - - - 14.411 14.411 -Employee Benefits 359 (21) (6) - - 332 369 (37)Liabilities From Derivatives 29.419 - (29.419) - - - - -Liabilities From Financing Leases 1.377 49 - - - 1.426 1.426 -Other Short-Term Liabilities 7.343 (11.978) - - - (4.635) 40.850 (45.484)Total 48.787 3.911 (29.424) - - 23.274 68.892 (45.618)Deferred Tax From Tax Losses 833 - - - - 833 833 -Deferred Tax (Liability)/Receivables (29.943) (9.396) (38.504) - - (77.843) 104.158 (182.001)
7. Annual Financial Statements
349
Annual Financial Report for the period
from the 1
st
January to the 31
st
December 2023
(Less) Provisions for scrap, slow moving and/or destroyed (4.369) (4.369) (4.239) (4.239) inventories Total Stock 1.335.339 840.364 222.669 310.509
The increase in inventories is due to METKA’s EGN (note 2.5) portfolio acquisition (METKA EGN is a 100% subsidiary company of
the Group).
3.11 Other receivables
MYTILINEOS GROUP MYTILINEOS S.A. (Amounts in thousands €) 31.12.2023 31.12.2022 31.12.2023 31.12.2022 Other Debtors 360.301 324.532 241.542 218.910 Escrow deposits 6.086 32.861 1.658 29.513 Receivables from the State 170.046 63.750 112.704 42.652 Receivables from Subsidiaries - - 1.012.737 397.810 Accrued income - Prepaid expenses 516.230 551.847 419.948 587.755 Prepaid expenses for construction contracts 22.846 4.710 3.424 633 Less: Provision for Bad Debts (1.840) (1.888) (1.888) (1.888) Total 1.073.669 975.812 1.790.126 1.275.383
The "Escrow Deposits" category mainly includes amounts related to guarantees for the issuance of letters of guarantee as well
as in the Group's bank accounts which are used in the context of the transactions carried out by the Group in the electricity
market (Spot Market), based on the market model (Target Model), which came into effect in November 2020.
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 Closing Balance 31.12.2022 1.888 1.888 Revaluation of loss (48) - Closing Balance 31.12.2023 1.840 1.888
3.12 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. 31.12.2023 31.12.2022 31.12.2023 31.12.2022 (Amounts in thousands €) Non current assets Financial Assets Available for Sale 149 153 37 37 Derivatives - 5.151 - 5.151 Other Long-term Receivables 226.725 97.924 50.426 99.133 Total 226.874 103.227 50.463 104.321 Current assets Derivatives 49.524 94.441 49.339 86.574 Financial assets at fair value through profit or loss 21.030 210 21.030 210
7. Annual Financial Statements
350
Annual Financial Report for the period
from the 1
st
January to the 31
st
December 2023
Construction Contracts 335.112 239.843 175.069 153.681 Trade and other receivables 2.295.389 2.187.211 2.568.943 2.067.977 Cash and cash equivalents 919.922 1.059.875 460.893 648.316 Total 3.620.978 3.581.579 3.275.274 2.956.758 Non-Current Liabilities Long-term debt 2.012.308 1.547.070 1.410.018 820.262 Lease liabilities 173.687 54.775 144.389 34.196 Derivatives 919 6.019 79 6.019 Other long-term liabilities 84.936 69.312 44.657 38.119 Total 2.271.850 1.677.176 1.599.144 898.597 Current Liabilities Short-term debt 63.366 145.945 36.314 100.079 Current portion of non-current liabilities 554.403 19.740 47.739 - Current portion of lease liabilities 9.102 8.396 6.003 6.945 Derivatives 40.729 63.932 34.414 59.096 Trade and other payables 1.988.339 2.261.969 1.953.781 2.253.950 Total 2.655.938 2.499.981 2.078.251 2.420.070
A description of the Group’s financial instruments risks is given in Note 3.33.
3.12.1 Other Financial Assets
MYTILINEOS GROUP MYTILINEOS S.A. (Amounts in thousands €) 31.12.2023 31.12.2022 31.12.2023 31.12.2022 Total Opening 153 146 37 37 Exchange Rate Differences (4) 6 - - Closing Balance 149 153 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.
3.12.2 Financial assets at fair value through profit or loss
MYTILINEOS GROUP MYTILINEOS S.A. (Amounts in thousands €) 31.12.2023 31.12.2022 31.12.2023 31.12.2022 Total Opening 210 73 210 73 Additions 20.020 143 20.020 143 Sales - (6) - (6) Fair Value Adjustments 801 - 801 - Closing Balance 21.030 210 21.030 210
Additions relate to investments in listed companies shares and fair value adjustments relate to their corresponding valuation.
3.12.3 Derivatives financial instruments
The actual values of financial derivative products are based on observable market data. For all exchange contracts, actual values
are confirmed by the credit institutions with which the Group has entered into agreements.
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The Group hedge its exposure to exchange rate risk by using forward contracts and options, "locking in" exchange rates that
ensure liquidity and profit margins.
Subsequently, the Group hedge its exposure to commodity risk by using future contracts to hedge fluctuations in the price of
metal and electricity, and future contracts for metal prices, which hedge changes in fair value of commodities, as well as
commodity swap contracts to hedge changes in the price of metal, natural gas, and oil, which hedge the risk of changes in cash
flows.
MYTILINEOS GROUP MYTILINEOS S.A. (Amounts in thousands €) 31.12.2023 31.12.2022 31.12.2023 31.12.2022 Assets - Non current assets - Futures - 674 - 674 - 271 - 271 Swaps Foreign Exchange Contracts - 4.205 - 4.205 Total Non current assets - 5.151 - 5.151 Current assets 2.727 16.697 2.542 16.363 Futures Swaps 32.975 34.944 32.975 34.944 13.822 32.672 13.822 25.148 Foreign Exchange Contracts - 10.128 - 10.119 Options Total Current assets 49.524 94.441 49.339 86.574 Total Assets 49.524 99.592 49.339 91.725 Non-Current Liabilities 774 1.232 79 1.232 Futures Foreign Exchange Contracts 145 - - - - 4.787 - 4.787 Options Total Non current Liabilities 919 6.019 79 6.019 Current Liabilities Futures 4.619 - 4.476 - 9.118 38.992 9.118 38.992 Swaps Foreign Exchange Contracts 6.171 5.071 - 235 20.820 19.869 20.820 19.869 Options Total Current Liabilities 40.729 63.932 34.414 59.096 Total Liabilities 41.648 69.951 34.494 65.115
The maximum exposure to credit risk on 31.12.2023 and 31.12.2022 for the Group and the Parent is the fair value of the
derivatives items, as illustrated in the table above.
All hedges are classified as cash flow hedges which are estimated to be effective with the overall change in fair value recognized
in the statement of comprehensive income.
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Profit/ (Losses) from the valuation of derivatives shown in the statement of total income are presented below:
MYTILINEOS GROUP 31.12.2023 31.12.2022 Changes in the Changes in the Amount Amount value of value of Assets Liabilities reclassified Assets Liabilities reclassified hedging hedging (Carrying (Carrying from hedging (Carrying (Carrying from hedging instrument instrument Amount) Amount) reserve to Amount) Amount) reserve to 352ecognized 352ecognized proft and loss proft and loss (Amounts in thousands €) in OCI in OCI Exchange rate risk Foreign Exchange 13.822 (6.317) 3.300 27.601 36.878 (5.071) 73.964 (17.453) Contracts Options - (2.052) 2.735 10 10 (4.787) 8.434 (5.508) Swaps (112) - (112) 531 531 - 491 40 Price risk Futures 2.727 (4.619) (2.566) 16.697 17.371 - 43.721 (13.175) Options - (18.768) (18.768) (9.750) 10.119 (19.869) 60.159 (33.022) Swaps 33.087 (9.197) 24.851 (4.578) 34.685 (40.224) 79.165 (36.621) Interest Rate Risk Swaps - (695) (695) - - - - - Total 49.524 (41.648) 8.744 30.509 99.592 (69.951) 265.934 (105.740)
MYTILINEOS S.A. 31.12.2023 31.12.2022 Changes in the Changes in the Amount Amount value of value of Assets Liabilities reclassified Assets Liabilities reclassified hedging hedging (Carrying (Carrying from hedging (Carrying (Carrying from hedging instrument instrument Amount) Amount) reserve to Amount) Amount) reserve to 352ecognized 352ecognized proft and loss proft and loss (Amounts in thousands €) in OCI in OCI Exchange rate risk Foreign Exchange 13.822 - 9.617 24.913 29.353 (235) 77.452 (20.541) Contracts Options - (2.052) 2.735 - - (4.787) 8.424 (5.508) Swaps (112) - (112) 531 531 - 491 40 Price risk Futures 2.542 (4.476) (2.608) 16.363 17.038 - 43.549 (13.256) Options - (18.768) (18.768) (9.750) 10.119 (19.869) 60.159 (33.022) Swaps 33.087 (9.197) 24.851 (4.578) 34.685 (40.224) 79.165 (36.621) Total 49.339 (34.494) 15.714 27.478 91.725 (65.115) 269.241 (108.909)
The maturity of the open positions of derivatives on 31.12.2023 and 31.12.2022 is presented in the table below:
MYTILINEOS GROUP Derivatives Liquidity Risk Analysis up to 6 6 to 12 1 to 5 years after 5 years Total (Amounts in thousands €) months months 2023 11.861 28.868 224 695 41.648 2022 33.327 30.605 6.019 - 69.951 MYTILINEOS S.A. Derivatives Liquidity Risk Analysis up to 6 6 to 12 1 to 5 years after 5 years Total (Amounts in thousands €) months months 2023 11.861 22.554 79 - 34.494 2022 32.920 26.176 6.019 - 65.115
The results of the settled derivative transactions recorded in the income statement for the year 2023 for the Group and the
Company from the hedging of the exchange rate risk amount to a profit €23.252 thousand and €20.441 thousand respectively
and from the hedging of commodity prices to a profit €19.381 thousand and €15.797 thousand respectively. The corresponding
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amounts for the year 2022 for the group and the company from the hedging of the exchange rate risk amount to a loss of
€135.116 thousand and €151.748 thousand respectively and from the hedging of commodity prices amount to loss €255.818
thousand and €233.736 thousand respectively.
3.12.4 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 €) 31.12.2023 31.12.2022 31.12.2023 31.12.2022 Customers - Withholding guarantees falling due after one year - 6.842 - 6.842 Given guarantees 55.189 89.929 50.387 85.700 Other long term receivables 171.536 1.153 39 6.592 Other long term receivables 226.725 97.924 50.426 99.133
The decrease in the “Given Guarantees” line is due to the release of capacities in application of the Code for the Management
of the National Natural Gas System, as in force, and following operational needs.
Discounted receivables, with the average borrowing interest rate of the Group's long-term loans amounting to €171,4 million,
are represented in the category "Other long-term receivables" and are related to contracts for the sale of renewable energy
projects in Romania with a total capacity of 387MW within the M Renewables subsector. These contracts were signed during
the reporting period and are expected to be collected after the end of the next reporting period.
3.12.5 Loan liabilities
MYTILINEOS GROUP MYTILINEOS S.A. (Amounts in thousands €) 31.12.2023 31.12.2022 31.12.2023 31.12.2022 Long-term debt Bank loans 595.391 109.438 231.546 - Bonds 1.416.917 1.437.632 1.178.472 820.262 Total 2.012.308 1.547.070 1.410.018 820.262 Short-term debt Overdraft 42.346 52 36.314 13.037 Bank loans 14.612 141.504 - 87.042 Long term Bank Loan falling due within one year 6.408 4.390 - - Total 63.366 145.945 36.314 100.079 Current portion of non-current liabilities 554.403 19.740 47.739 - Total 2.630.077 1.712.755 1.494.071 920.341 (Amounts in thousands €) 31.12.2023 31.12.2022 31.12.2023 31.12.2022 Long-term debt Lease liabilities 173.687 54.775 144.389 34.196 Total 173.687 54.775 144.389 34.196 Short-term debt Current portion of lease liabilities 9.102 8.396 6.003 6.945 Total 9.102 8.396 6.003 6.945 Total 2.812.866 1.775.926 1.644.463 961.482
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Debt Analysis per Bank
MYTILINEOS GROUP 31.12.2023 31.12.2022 Nominal Nominal (Amounts in thousands €) Value Issued Cost Book Value Value Issued Cost Book Value Bond Loans 1.493.000 (21.715) 1.471.285 993.000 (17.110) 975.890 NBG BANK 254.038 (2.137) 251.902 179.233 (1.829) 177.404 ALPHA BANK 157.421 (79) 157.342 60.408 (354) 60.055 Australia and New Zealand Banking Group Limited 174.337 (17.564) 156.773 128.244 (3.468) 124.776 CREDIT SUISSE 144.819 (3.882) 140.937 79.311 (616) 78.695 EIB 93.750 (36) 93.714 109.375 (49) 109.326 EBRD 75.000 (412) 74.588 75.000 (425) 74.575 BNP Paribas 72.513 - 72.513 - - - FFH 48.055 - 48.055 - - - EUROBANK 42.394 - 42.394 40.000 (1.369) 38.631 Intesa Sanpaolo 40.607 - 40.607 - - - SMBC 40.607 - 40.607 - - - Rabobank 29.005 - 29.005 - - - Westpac Banking Corporation 6.560 - 6.560 - - - OPTIMA 2.822 - 2.822 - - - PIRAEUS BANK 925 - 925 73.817 (413) 73.404 ING LUXEMBOURG 49 - 49 - - - Total 2.675.901 (45.825) 2.630.077 1.738.388 (25.633) 1.712.755 MYTILINEOS S.A. 31.12.2023 31.12.2022 (Amounts in thousands €) Nominal Value Issued Cost Book Value Nominal Value Issued Cost Book Value Bond Loans 1.000.000 (20.224) 979.776 500.000 (15.086) 484.914 NBG BANK 121.265 (280) 120.985 100.046 (607) 99.439 ALPHA BANK 100.000 (79) 99.922 60.000 (354) 59.647 EIB 93.750 (36) 93.714 109.375 (49) 109.326 EBRD 75.000 (412) 74.588 75.000 (425) 74.575 CREDIT SUISSE 65.866 (3.882) 61.984 4.394 (616) 3.778 FFH 48.055 - 48.055 - - - EUROBANK 15.000 - 15.000 40.000 (1.369) 38.631 ING LUXEMBOURG 49 - 49 - - - PIRAEUS BANK - - - 50.033 - 50.033 Total 1.518.985 (24.913) 1.494.071 938.848 (18.506) 920.341
The effective weighted average borrowing rate for the group, as at the balance sheet date is 4,08%.
The financial covenants, to maintain certain ratios applicable to the Group’s borrowing obligations, include the “Net Borrowings
to Earnings Before Interest, Taxes, Depreciation, and Amortization (EBITDA)” ratio, the “Net Borrowings to Total Equity” ratio,
and the “Net Interest Charges” ratio. The Group manages these ratios in a manner that ensures creditworthiness in line with its
growth strategy.
The overall increase in debt is attributed to growing cash needs for the realization of the Group’s investment program, utilizing
existing and new credit lines that were obtained promptly from Greek systemic banks.
The financial covenants for the compliance with certain ratios applicable to the Group’s loan obligations are referred to note
3.35.
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3.12.6 Loan liabilities movement
MYTILINEOS GROUP 31.12.2023 31.12.2022 Short term Long term Short term Long term Total Total Loan Liabilities Loan Liabilities Loan Liabilities Loan Liabilities (Amounts in thousands €) Total Opening 165.684 1.547.070 1.712.755 74.926 1.280.403 1.355.328 Repayments (1.374.312) (292.154) (1.666.466) (53.887) (1.604.762) (1.658.648) Proceeds 1.266.256 1.321.511 2.587.767 119.573 1.896.501 2.016.075 Acquisitions 7.720 - 7.720 - - - Other (377) (11.320) (11.697) 6.089 (6.089) - Reclassification 552.799 (552.799) - 18.983 (18.983) - Total 617.769 2.012.308 2.630.077 165.684 1.547.070 1.712.755
MYTILINEOS S.A. 31.12.2023 31.12.2022 Short term Long term Short term Long term Total Total Loan Liabilities Loan Liabilities Loan Liabilities Loan Liabilities (Amounts in thousands €) Total Opening 100.079 820.262 920.342 - 655.505 655.506 Repayments (1.222.998) (183.418) (1.406.416) - (1.552.120) (1.552.120) Proceeds 1.159.234 830.000 1.989.234 100.079 1.715.918 1.815.997 Other (1) (9.087) (9.088) - 959 959 Reclassification 47.739 (47.739) - - - - Total 84.053 1.410.018 1.494.071 100.079 820.262 920.341
3.12.7 Other long-term liabilities
MYTILINEOS GROUP MYTILINEOS S.A. (Amounts in thousands €) 31.12.2023 31.12.2022 31.12.2023 31.12.2022 Received guarantees – Grants-Leasing Total Opening 53.476 57.020 22.478 24.674 Additions 10.997 522 1.950 522 Transfer At Profits/Loss (2.766) (2.844) (1.047) (1.099) Transfer From / (To) Short – Term (2.727) (1.222) (1.796) (1.620) Closing Balance 58.980 53.476 21.585 22.478 Advances of customers Total Opening - 8.656 - 8.656 Additions 2.690 - - - Transfer From / (To) Short – Term - (8.656) - (8.656) Closing Balance 2.690 - - - Other Total Opening 15.836 15.492 15.641 15.297 Received Guarantees – Grants-Leasing from Subsidiaries’ merger - - 5.962 - Additions 2.369 (15.297) 1.468 (15.297) Additions from acquisition of subsidiaries 5.061 - - - Transfer From / (To) Short – Term - 15.642 - 15.641 Closing Balance 23.266 15.836 23.072 15.641 Suppliers holdings for good performance Total Opening - 19.618 - 19.618 Transfer From / (To) Short – Term - (19.618) - (19.618) Closing Balance - - - - Total 84.936 69.312 44.657 38.119
7. Annual Financial Statements
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3.13 Receivables for construction contracts
MYTILINEOS GROUP MYTILINEOS S.A. (Amounts in thousands €) 31.12.2023 31.12.2022 31.12.2023 31.12.2022 Receivables for construction contracts 335.112 239.843 175.069 153.681 Total 335.112 239.843 175.069 153.681
The Group and the Company proceeded with a reallocation of the amounts between the “Trade and Other Receivables” account
and the “Construction Contracts” account to more accurately reflect the receivables from construction contracts. This specific
reallocation does not have any impact on the accounts of the Company.
Group receivables and liabilities from construction contracts are analyzed below:
Construction Contracts MYTILINEOS GROUP (Amounts in thousands €) 31.12.2023 31.12.2022 Realised Contractual Cost & Profits (minus realised losses) 4.959.608 4.299.695 Less: Progress Billings (4.809.564) (4.275.404) 150.044 24.291 Receivables for construction contracts according to the percentage of completion 335.112 239.843 Liabilities related to construction contracts according to percent of completion (185.068) (215.551) Advances received 136.649 46.418 Clients holdings for good performance 63.094 101.939
3.14 Customers and other trade receivables
MYTILINEOS GROUP MYTILINEOS S.A. (Amounts in thousands €) 31.12.2023 31.12.2022 31.12.2023 31.12.2022 Customers 1.099.756 1.045.377 689.723 638.592 Checks receivable 5.111 5.374 2.490 2.226 Less: Impairment Provisions (91.467) (44.883) (86.470) (39.886) Net trade Receivables 1.013.400 1.005.868 605.743 600.932 Advances for inventory purchases 1.065 7.566 - - Advances to trade creditors 207.255 197.965 177.937 191.661 Total 1.221.720 1.211.399 783.680 792.593
There is analysis of Net trade Receivables below:
MYTILINEOS GROUP MYTILINEOS S.A. (Amounts in thousands €) 31.12.2023 31.12.2022 31.12.2023 31.12.2022 Non past due 1.051.647 916.151 667.543 599.553 Past due 261.541 340.131 202.607 232.926 Less: Impairment Provisions (91.467) (44.883) (86.470) (39.886) Total Receivables from Customers 1.221.720 1.211.398 783.680 792.593
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The below table shows the Group exposure in credit risk.
MYTILINEOS GROUP Gross Trade Expected credit Expected credit Average percentage of Receivables loss loss expected credit loss Group 31.12.2023 Non past due 1.051.647 1.082 1.050.565 0,10% Past due less than 3 months 120.276 6.002 114.274 4,99% Past due 3-6 months 15.047 6.579 8.468 43,72% Past due 6-12 months 20.297 15.436 4.861 76,05% Past due > 1 year 105.921 62.368 43.553 58,88% Total 1.313.188 91.467 1.221.721 6,97%
MYTILINEOS GROUP Gross Trade Expected credit Net trade Average percentage of Receivables loss receivables expected credit loss Group 31.12.2022 Non past due 916.151 1.313 914.838 0,14% Past due less than 3 months 151.697 1.193 150.504 0,79% Past due 3-6 months 65.173 1.099 64.074 1,69% Past due 6-12 months 69.279 12.183 57.096 17,59% Past due > 1 year 53.982 29.095 24.887 53,90% Total 1.256.282 44.883 1.211.398 3,57%
The movement in the provision for doubtful receivables related to Customers and Other Trade Receivables is analyzed below:
MYTILINEOS GROUP MYTILINEOS S.A. Trade and other receivables Trade and other receivables (Amounts in thousands €) Total on 1 January 2022 according to IFRS 9 29.094 24.781 Revaluation of loss 15.789 15.105 Total on 31 December 2022 44.883 39.886 Revaluation of loss 46.584 46.584 Total on 31 December 2023 91.467 86.470
The Group and the Company proceeded with a reallocation of the amounts between the "Trade and Other Receivables" account
and the "Construction Contracts" account to more accurately reflect the receivables from Construction Contracts. This specific
reallocation does not have any impact on the accounts of the Company.
3.15 Cash and cash equivalents
MYTILINEOS GROUP MYTILINEOS S.A. (Amounts in thousands €) 31.12.2023 31.12.2022 31.12.2023 31.12.2022 Cash 1.458 1.022 1.128 832 Bank deposits 555.288 828.102 251.335 483.733 Time deposits & Repos 363.177 230.751 208.430 163.751 Total 919.922 1.059.875 460.893 648.316
The weighted average interest rate is as: 31.12.2023 31.12.2022 Deposits in Euro 1,61% 0,21% Deposits in USD 0,00% 0,00%
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Cash and cash equivalent do not include escrow deposits which are included in paragraph 3.11.
Time deposits & REPOS on 31.12.2023 refer to time deposits of the Group with a maturity less than 3 months.
3.16 Suppliers and other liabilities
Suppliers and other liabilities Group and the Company are analyzed in the table below:
MYTILINEOS GROUP MYTILINEOS S.A. (Amounts in thousands €) 31.12.2023 31.12.2022 31.12.2023 31.12.2022 Suppliers 659.387 607.244 351.843 436.956 Customers' Advances 340.610 507.856 313.709 488.655 Liabilities to customers 185.068 215.552 174.339 215.551 Total 1.185.065 1.330.652 839.891 1.141.162
The decrease in "Customer Advances" is mainly due to a decrease in advance payments for Natural Gas sales of the Power and
Natural Gas Sector.
3.17 Other short-term liabilities
MYTILINEOS GROUP MYTILINEOS S.A. (Amounts in thousands €) 31.12.2023 31.12.2022 31.12.2023 31.12.2022 Liabilities to Related Parties - - 455.980 198.601 Accrued expense 333.906 557.838 301.704 549.605 Social security insurance 6.092 4.057 3.803 3.214 Dividends payable 2.714 2.115 1.956 1.183 Deferred income-Grants 3.665 345 56 - Others Liabilities 456.896 366.962 350.393 360.185 Total 803.272 931.317 1.113.891 1.112.788
The decrease in accrued expenses is due to reduced purchases of Electricity and Natural Gas compared to 31.12.2022. The
Group's other liabilities include obligations for CO
2
emissions of €299.130 thousand (2022: €180.434 thousand). The
corresponding amount for the Company amounts to €272.598 thousand (2022: €180.434 thousand).
3.18 Total Equity
3.18.1 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 €40 per share, as it is amended by 10.04.2023 Extraordinary General Meeting.
The program had initial duration till 26.03.2022 and following the Extraordinary General Meeting of 23.03.2022 the program
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extended for extra 24 months. 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.
In the current period, a total of 1.527.269 shares with a nominal value of €0,97 each, which represent 1,0688% of the Company's
share capital, were acquired under the Own Share Acquisition Program. Furthermore 2.702.703 own shares were allocated to
foreign institutional investors, representing a 1,8914% stake in the Company's share capital.
Finally, during the current period, 705.882 own shares were allocated as part of the consideration in the context of the acquisition
of WATT+VOLT issued shares, representing a 0,4940% stake in the Company's share capital and 403.226 own shares were
allocated as part of the consideration in the context of the acquisition of UNISON issued shares, representing a 0,2822% stake in
the Company's share capital.
The share capital of Mytilineos S.A at 31.12.2023 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 31.12.2023 the company holds a total of 4.594.461 own shares with an average purchase price of €17,59 and a total cost of
€24.633.462
From 01.01.2023 to 31.12.2023 1.527.269 Company’s shares have been bought back at an average price of €29,81 and total cost
of €43.689.886.
Right to acquire shares
Convertible Bonds
MYTILINEOS S.A. and Fairfax Financial Holdings Limited ("Fairfax") agreed to enter into an exchangeable note worth €50.000.000
during the first half of 2023. Under this agreement, Fairfax has the right for a period of two years to acquire an additional
2.500.000 treasury shares of MYTILINEOS at a price of €20 per share.
The Group classifies this financial instrument in its equity or liabilities, depending on the substance of the contractual terms. The
convertible bonds are divided into two components: the financial liability and the equity component representing the right of
the holder to convert the bonds into common shares of the Company.
The financial liability is initially measured at the present value of all future payments that the Group is obliged to make, regardless
of whether the conversion rights of the bondholders are exercised or not.
From this transaction, the Group recognized a right to issue shares amounting to €1.945 thousand in its equity and a financial
liability of €48.055 thousand.
3.18.2 Reserves
Reserves in the financial statements are analysed as follows:
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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.
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 31.12.2023 is -€7,2 million (31.12.2022: -€8,5 million The Group had a total net gain
for 2023 €1,3 million which was reported in the statement of comprehensive income.
The above total net gain for 2023 is mainly due to the positive movement of the USD and AUD against the EUR, which was partially
offset by the negative movement of the GBP against the EUR. The main exchange rates for converting the financial statements
of foreign subsidiaries were:
MYTILINEOS GROUPEquity-settled Special & Tax-free and Financial Fair value Treasury Stock Translation Revaluation Stock Option Plan Stock Option Plan share-based Regular ReserveExtraordinary Specially taxed instruments Merged Reserves TotalreservesReservereservesreservesReserveReserve(Amounts in thousands €)paymentReservesReservesvaluation reserveOpening Balance 1st January 2022, according to IFRS -as published- (103.532) 4.000 (80.436) (13.356) 22.178 12.484 91.374 1.582 4.081 1.225 490 3.630 (56.281)Dividends Paid - - - (1.048) - - - - - - - - (1.048)Transfer To Reserves - - - - 1.820 (503) - - - - 122 - 1.439Equity-settled share-based payment - 25.380 - - - - - - - - - - 25.380Treasury Stock Sales/Purchases - - 16.065 - - - - - - - - - 16.065Impact From Merge Through Acquisition Of Subsidiary - - - - - 1 - (1) - - - (330) (330)Net Profit/(Loss) For The Period - 25.380 16.065 (1.048) 1.820 (503) - (1) - - 122 (330) 41.506Exchange Differences On Translation Of Foreign Operations - - - 5.867 2 - - - - - - - 5.868Cash Flow Hedging Reserve 152.984 - - - - - - - (6.078) - - - 146.906Income Tax Relating To Components Of Other Comprehensive Income - - - - - - 612 - - - - - 612Deferred Tax From Actuarial Gain / (Losses) - - - - - - - - - - (174) - (174)Actuarial Gain / (Losses) - - - - - - - - - - 851 - 851Revaluation Of Tangible Assets - - - - - - - 1 - - - - 1Deferred Tax From Cash Flow Hedging Reserve (12.234) - - - - - - - - - - - (12.234)Closing Balance 31.12.2022 37.218 29.380 (64.371) (8.537) 23.999 11.981 91.986 1.582 (1.997) 1.225 1.290 3.300 127.057Opening Balance 1st January 2023, according to IFRS -as published- 37.218 29.380 (64.371) (8.537) 23.999 11.981 91.986 1.582 (1.997) 1.225 1.290 3.300 127.057Transfer To Reserves (2.631) - - (5) 183 - 525 - 1.997 - 7 (37) 39Equity-settled share-based payment - 7.242 - - - - - - - - - - 7.242Treasury Stock Sales/Purchases - - 39.738 - - - - - - - - - 39.738Net Profit/(Loss) For The Period (2.631) 7.242 39.738 (5) 183 - 525 - 1.997 - 7 (37) 47.019Exchange Differences On Translation Of Foreign Operations - - - 1.319 - - - - - - - - 1.319Available For Sale Financial Assets (6.786) - - - - - - - - - - - (6.786)Cash Flow Hedging Reserve (21.765) - - - - - - - - - - - (21.765)Deferred Tax From Actuarial Gain / (Losses) - - - - - - - - - - (83) - (83)Actuarial Gain / (Losses) - - - - - - - - - - 436 - 436Revaluation Of Tangible Assets - - - - - - - (27) - - - - (27)Deferred Tax From Cash Flow Hedging Reserve 3.945 - - - - - - - - - - - 3.945Closing Balance 31.12.2023 9.981 36.622 (24.633) (7.223) 24.182 11.981 92.511 1.555 - 1.225 1.650 3.263 151.113MYTILINEOS S.A.Equity-settled Special & Tax-free and Financial Fair value Treasury Stock Translation Revaluation Stock Option Plan Stock Option Plan share-based Regular ReserveExtraordinary Specially taxed instruments Merged Reserves TotalreservesReservereservesreservesReserveReserve(Amounts in thousands €)paymentReservesReservesvaluation reserveOpening Balance 1st January 2022, according to IFRS -as published- (104.304) 4.000 (80.436) 2.149 63.197 80.566 47.419 174 (2) 1.615 (3.480) (329.126) (318.228)Equity-settled share-based payment - 25.380 - - - - - - - - - - 25.380Treasury Stock Sales/Purchases - - 16.065 - - - - - - - - - 16.065Impact From Merge Through Acquisition Of Subsidiary - - - - - - - - - - - (330) (330)Net Profit/(Loss) For The Period - 25.380 16.065 - - - - - - - - (330) 41.115Cash Flow Hedging Reserve 146.668 - - - - - - - - - - - 146.668Deferred Tax From Actuarial Gain / (Losses) - - - - - - - - - - (171) - (171)Actuarial Gain / (Losses) - - - - - - - - - - 838 - 838Deferred Tax From Cash Flow Hedging Reserve (10.761) - - - - - - - - - - - (10.761)Closing Balance 31.12.2022 31.603 29.380 (64.371) 2.149 63.197 80.566 47.419 174 (2) 1.615 (2.813) (329.456) (140.537)Opening Balance 1st January 2023, according to IFRS -as published- 31.603 29.380 (64.371) 2.149 63.197 80.566 47.419 174 (2) 1.615 (2.813) (329.456) (140.537)Transfer To Reserves - - - - - - - - - - 9 (37) (28)Equity-settled share-based payment - 7.242 - - - - - - - - - - 7.242Treasury Stock Sales/Purchases - - 39.738 - - - - - - - - - 39.738Impact From Merge Through Acquisition Of Subsidiary - - - - - - - - - - 19 (60.155) (60.136)Net Profit/(Loss) For The Period - 7.242 39.738 - - - - - - - 28 (60.192) (13.184)Cash Flow Hedging Reserve (11.764) - - - - - - - - - - - (11.764)Deferred Tax From Actuarial Gain / (Losses) - - - - - - - - - - (74) - (74)Actuarial Gain / (Losses) - - - - - - - - - - 365 - 365Deferred Tax From Cash Flow Hedging Reserve 2.588 - - - - - - - - - - - 2.588Closing Balance 31.12.2023 22.427 36.622 (24.633) 2.149 63.197 80.566 47.419 174 (2) 1.615 (2.494) (389.648) (162.606)
7. Annual Financial Statements
361
Annual Financial Report for the period
from the 1
st
January to the 31
st
December 2023
Statement of Financial Position:
31.12.2023 31.12.2022 Δ ΕUR / USD 1,11 1,07 3,60% EUR / AUD 1,63 1,57 3,63% EUR / GBP 0,87 0,89 -2,01%
Income Statement:
Average Average Δ 01.01-31.12.2023 01.01-31.12.2022 ΕUR / USD 1,08 1,05 2,69% EUR / AUD 1,63 1,52 7,39% EUR / GBP 0,87 0,85 1,98%
Reserves for allocation of free shares to directors
As of December 31, 2023, the Group had in place two share-based payment plans, approved by the GMS on 15.06.2021.
A) The first three-year program was completed within 2023. It involved free distribution of up to 700.000 treasury shares
and be settled in equity. The terms of the plan pertained to the achievement of corporate and personal goals for executive
members of the Board of Directors (excluding the Chairman and CEO) of the Company and/or members of the Executive
Committee – the Company’s senior executives.
B) The second plan is of five-year maturity and involves distribution of up to 2.750.000 treasury shares and will be settled
in equity. The terms of the plan, defined by the Board of Directors on 21.12.2021, as well appointed the beneficiaries and
determined the terms of exercise and maturity, and the shares to be distributed to the beneficiaries of the plan.
The plan is rolling and consists of 5 phases:
i. The first phase has a vesting period from 2021 to 2023 and a period of exercise from 2024 to 2026.
ii. The second phase has a vesting period from 2022 to 2024 and a period of exercise from 2025 to 2027.
iii. The third phase has a vesting period from 2023 to 2025 and a period of exercise from 2026 to 2028.
iv. The fourth phase has a vesting period from 2024 to 2026 and a period of exercise from 2027 to 2029.
v. The fifth phase has a vesting period from 2025 to 2027 and a period of exercise from 2028 to 2030.
The vesting conditions defined by the 21.12.2021 decision of the Board of Directors concern Market conditions and Non-market
conditions. In particular:
Upon establishing that the objectives have been achieved, the procedure for providing or not providing the shares per Beneficiary
is activated. This is determined according to the individual performance criteria over time, during the 3 years of the vesting
period, the achievement of which should be equal to or greater than 85%. The individual performance criteria are determined
through the performance management process and take into account the overall achievement over a three-year period.
For each phase, the performance is defined during the 3rd year. Based on this, the shares are allocated to the executives in parts
during the exercise period of each phase (3rd year of the program 30%, 4th year of the program 30%, 5th year of the program
40%), provided that on December 31, when the vesting period of each phase ends, the Beneficiary is still working or providing
7. Annual Financial Statements
362
Annual Financial Report for the period
from the 1
st
January to the 31
st
December 2023
services to the Company, or to any of its subsidiaries, or is still acting as an Executive Member of the Board of Directors of
Mytilineos S.A..
The fair values of the rights granted for the long-term free share distribution program were determined using the Monte Carlo
simulation, taking into account the vesting conditions set in accordance with the 22.12.2021 decision of the Board of Directors.
Specifically, the plan includes vesting conditions related to market conditions and non-market conditions. In light of this, the
future movement of the share price on a monthly basis until the end of the program was simulated, taking into account the
current value per share, the standard deviation, the dividend yield and the risk-free rate. The market condition associated with
the plan is incorporated into the measurement through stochastic modeling of the movement of the values of the underlying
securities. More specifically, the following input data are used in the model:
i. The price of the share which on the date of acceptance of the free shares plan amounted to 20,30 euros.
ii. The exercise price (0,00 euro/ free disposal).
iii. The discount rate or risk-free yield (2,19%).
iv. The average dividend yield of the stock (3,68%).
v. The average monthly performance of the share price which amounted to 0,98% and The average monthly performance
of the share price which amounted to 0,98% and the monthly volatility of the share price which amounted to 11,70%.
vi. The price of the FTSE/ATHEX Large Capitalization Index, excluding banks, which on the date of acceptance of the free
shares plan amounted to 333,25 euros (Source: Bloomberg).
vii. The average monthly return and monthly volatility of the FTSE/ATHEX Large Capitalization Index, excluding banks, was
0,65% and 9,60% respectively (Source: Bloomberg).
viii. The Correlation between the share price and the price of the Athens Stock Exchange Large Capitalization Index (excluding
banks) which was calculated at 0,74.
Based on the above, the fair value of the rights was determined in a price range from €16,71 to €31,09, with a weighted average
price of €23,30.
Long-term stock option plan Vesting period 2021 - 2027 Exercise from/to 2024 - 2030 Number of shares under stock plan 2.750 thousand Volatility (per month) 11,70% Risk-free investement rate 2,19% Dividend yield 3,68% Exercise price at date of grant 24,31 - 49,52 Fair value of stock option 16,71 - 31,09
7. Annual Financial Statements
363
Annual Financial Report for the period
from the 1
st
January to the 31
st
December 2023
The plan’s stock options and the weighted average exercise prices are for the reporting periods are presented below as follows:
Short-term stock option plan Long-term stock option plan 700 thousand shares 2.750 thousand shares Weighted average Weighted average Number of shares Number of shares exercise price per exercise price per share share Outstanding at 31 December 2020 - - - - Granted 478.000 15,89 - - Forfeited - - - - Exercised (239.000) 15,05 - - Outstanding at 31 December 2021 239.000 16,74 - - Granted 222.000 18,94 935.000 27,14 Forfeited - - - - Exercised (239.000) 19,86 - - Outstanding at 31 December 2022 222.000 18,02 935.000 27,14 Granted 550.000 20,44 Forfeited Exercised (222.000) 36,36 Outstanding at 31 December 2023 - 1.485.000 24,66 Exercisable at 31 December 2021 239.000 16,74 - - Exercisable at 31 December 2022 222.000 18,02 - - Exercisable at 31 December 2023 - - - -
3.19 Employee benefit liabilities
MYTILINEOS GROUP 31.12.2023 31.12.2022 Defined Defined Defined Defined Contributions Benefits Total Contributions Benefits Total Plans Plans Plans Plans (Amounts in thousands €) Current employment cost 1.203 - 1.203 1.398 1 1.399 Financial cost 207 19 226 55 4 59 Anticipated return on assets - (3) (3) - (5) (5) Past employment cost 1 - 1 - - - Losses from abridgement - - - - 23 23 Settlement Cost 696 (64) 632 594 43 637 Amount to Income Statement 2.107 (48) 2.059 2.047 66 2.113 Actuarial (Gain)/Losses immediate recognise in profit and loss statement (447) 11 (436) (722) (62) (852) Amount through Other Comprehensive Income (447) 11 (436) (722) (62) (852) MYTILINEOS S.A. 31.12.2023 31.12.2022 Defined Defined Defined Defined (Amounts in thousands €) Contributions Benefits Total Contributions Benefits Total Plans Plans Plans Plans Current employment cost 852 - 852 1.005 - 1.005 Financial cost 164 19 183 46 4 50 Anticipated return on assets - (3) (3) - (5) (5) Settlement Cost 429 (64) 365 528 43 572 Amount to Income Statement 1.445 (48) 1.397 1.578 43 1.621 Actuarial (Gain)/Losses immediate recognise in profit and loss statement (376) 11 (365) (776) (62) (838) Amount through Other Comprehensive Income (376) 11 (365) (776) (62) (838)
7. Annual Financial Statements
364
Annual Financial Report for the period
from the 1
st
January to the 31
st
December 2023
MYTILINEOS GROUP 31.12.2023 31.12.2022 Defined Defined Defined Defined Contributions Benefits Total Contributions Benefits Total Plans Plans Plans Plans (Amounts in thousands €) Total Opening 7.962 63 8.023 9.416 58 9.474 Current Employment Cost 1.203 - 1.203 1.398 1 1.399 Financial Cost 207 19 226 55 4 59 Actuarialy (Profits)/ Losses (447) 11 (436) (790) (62) (852) Losses From Abridgement - 37 37 - 23 23 Settlement Cost 696 (64) 632 594 43 637 Anticipated Return On Assets - (3) (3) - (5) (5) Contributions Paid (2.142) - (2.142) (2.711) - (2.711) Acquisition Of Subsidiary 497 - 497 - - - Closing Balance 7.976 63 8.037 7.962 63 8.023
The Group’s present value of the liability at year end 2023 is €8.037 thousand and accordingly for 2022 is €8.023
thousand.
MYTILINEOS S.A. 31.12.2023 31.12.2022 Defined Defined Defined Defined Contributions Benefits Total Contributions Benefits Total Plans Plans Plans Plans (Amounts in thousands €) Total Opening 5.915 12 5.927 7.659 14 7.673 Current Employment Cost 852 - 852 1.005 - 1.005 Financial Cost 164 19 183 46 4 50 Actuarialy (Profits)/ Losses (376) 11 (365) (776) (62) (838) Losses From Abridgement - 37 37 - 85 85 Settlement Cost 429 (64) 365 528 (23) 505 Anticipated Return On Assets - (3) (3) - (5) (5) Contributions Paid (1.180) - (1.180) (2.548) - (2.548) Acquisition Of Subsidiary (33) - (33) - - - Closing Balance 5.771 12 5.783 5.915 13 5.927
The Entity’s present value of the liability at year end 2023 is €5.783 thousand and accordingly for 2022 is €5.927 thousand.
The assumptions used, are presented in the following table:
31.12.2023 31.12.2022 Discount Rate 3,5% 2,8% Future Salary Increases 2,1% 2,5% Inflation 2,1% 2,8%
7. Annual Financial Statements
365
Annual Financial Report for the period
from the 1
st
January to the 31
st
December 2023
3.20 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. 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.
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.
MYTILINEOS GROUP Litigation Provision Tax liabilities Other Total (Amounts in thousands €) 01.01.2022 - 896 11.040 11.936 Additional Provisions for The Period - - 15.243 15.243 Unrealised Reversed Provisions - - (250) (250) Exchange Rate Differences - - (1.439) (1.439) Realised Provisions for The Period - - (2.000) (1.999) 31.12.2022 - 896 22.594 23.489 Long -Term - 896 22.591 23.485 Short - Term - - 4 4 Additions From Acquisition/Consolidation of Subsidiaries 60 - 64 124 Additional Provisions for The Period 602 - 1.181 1.782 Unrealised Reversed Provisions - - (5.319) (5.319) Realised Provisions for The Period - (1) (4.314) (4.315) 31.12.2023 662 895 14.206 15.762 Long -Term 662 895 14.132 15.689 Short - Term - - 73 73
MYTILINEOS S.A. Litigation Provision Tax liabilities Other Total (Amounts in thousands €) 01.01.2022 - 615 10.436 11.051 Additional Provisions for The Period - - 13.361 13.361 Exchange Rate Differences - - (1.390) (1.390) Realised Provisions for The Period - - (1.819) (1.819) 31.12.2022 - 615 20.589 21.205 Long -Term - 615 20.589 21.205 Short - Term - - - - Merge Through Acquisition of Subsidiary 60 - - 60 Additional Provisions for The Period 602 - 1.111 1.713 Unrealised Reversed Provisions - - (5.073) (5.073)
7. Annual Financial Statements
366
Annual Financial Report for the period
from the 1
st
January to the 31
st
December 2023
Realised Provisions for The Period - - (2.857) (2.857) 31.12.2023 662 615 13.770 15.047 Long -Term 662 615 13.770 15.047 Short - Term - - - -
3.21 Current tax liabilities
MYTILINEOS GROUP MYTILINEOS S.A. (Amounts in thousands €) 31.12.2023 31.12.2022 31.12.2023 31.12.2022 Tax expense for the period 123.500 102.969 87.852 76.348 Tax audit differences - (7) - - Tax liabilities 117.853 123.538 109.339 107.186 Total 241.353 226.501 197.190 183.534
3.22 Cost of goods sold
MYTILINEOS GROUP MYTILINEOS S.A. 01.01-01.01-01.01-01.01-(Amounts in thousands €) 31.12.2023 31.12.2022 31.12.2023 31.12.2022 Retirement benefits 2 727 - - Medical benefits after retirement - 1 - - Other employee benefits 149.483 127.913 72.771 74.175 Cost of materials & inventories 3.314.648 4.427.756 2.844.331 4.335.643 Third party expenses 835.891 560.082 328.658 399.072 Third party benefits 27.116 62.125 194.733 51.068 Assets repair and maintenance cost 21.797 19.824 13.200 13.949 Operating leases rent 1.922 1.863 629 819 Taxes & Duties 18.031 31.004 10.967 20.553 Advertisement 1.393 454 223 454 Other expenses 38.011 30.083 21.259 26.285 Depreciation - Tangible Assets 77.125 64.433 48.368 40.822 Depreciation - Intangible Assets 18.375 13.744 9.832 9.438 Grants amortization incorporated to cost (1.047) (1.047) (1.047) (1.047) Depreciation - Right-of-use Assets 7.878 3.252 3.576 1.593 Of Which from discontinuing spinned off operating activities - - - 91.538 Total continuing operating activities 4.510.625 5.342.215 3.547.500 4.881.287
* The Group's comparative data have been restated in order to be in line with the items in the consolidated Total Profit Statement
for the comparative period ended 31.12.2022 which have been revised to reflect Sometra's data in continuing operations (see
Note 3.30 to the Financial Statements).
7. Annual Financial Statements
367
Annual Financial Report for the period
from the 1
st
January to the 31
st
December 2023
3.23 Administrative Expenses
MYTILINEOS GROUP MYTILINEOS S.A. 01.01-01.01-01.01-01.01-(Amounts in thousands €) 31.12.2023 31.12.2022 31.12.2023 31.12.2022 Administrative expenses Other emploee benefits 45.621 196.144 43.741 196.126 Third party expenses 37.286 31.769 34.598 29.935 Third party benefits 2.632 1.624 2.610 1.622 Assets repair and maintenance cost 5.709 2.761 5.529 2.761 Operating leases rent 1.316 1.085 1.313 941 Taxes & Duties 937 4.399 177 4.375 Advertisement 13.248 10.302 13.248 10.302 Other expenses 11.141 11.372 10.259 10.712 Depreciation - Tangible Assets 1.084 1.489 760 1.426 Depreciation - Intangible Assets 5.126 4.126 132 145 Depreciation - Right-of-use Assets 6.586 5.150 6.442 5.263 Of which from discontinuing spinned off operating activities - - - 2.110 Total continuing operating activities 130.685 270.222 118.811 261.497
The reduction in οther employees benefits is due to the accounting treatment of the service contract between the Company and
the CEO, approved by the General Assembly from 7 June 2018 was accounted, which took place in the previous fiscal year.
For 2023, the figure for administrative expenses includes amount of €168 thousand, regarding auditor fees for the provision of
services other than statutory audits.
3.24 Other operating income / expenses
MYTILINEOS GROUP MYTILINEOS S.A. (Amounts in thousands €) 01.01-31.12.2023 01.01-31.12.2022 01.01-31.12.2023 01.01-31.12.2022 Other operating income Grants amortization 1.719 1.797 - 52 Income from Subsidies 331 600 316 503 Compensations 14.912 104 11 13 Profit from foreign exchange differences 42.811 26.494 31.566 14.699 Rent income 2.923 1.281 3.262 1.331 Operating income from services 3.318 2.311 282 2.569 Income from reversal of unrealized provisions - 40 - - Profit from sale of fixed assets 6 356 5 43 Other 66.888 82.063 66.661 75.501 Total 132.908 115.046 102.104 94.711 Other operating expenses Losses from foreign exchange differences 48.283 23.075 38.951 10.410 Provision for bad debts 17.418 15.621 11.827 15.621 Loss from sale of fixed assets 4 382 - - Operating expenses from services 14.941 15.995 10.210 13.573 Other taxes 1.850 554 1.416 254 Compensations 343 118 337 54 Other provisions 169 20.202 166 20.989 Total 83.007 75.947 62.907 60.901
7. Annual Financial Statements
368
Annual Financial Report for the period
from the 1
st
January to the 31
st
December 2023
Regarding the changes in the exchange rates in the years 2023 and 2022 and their effects on the results, detailed explanations
are provided in the Report of the Board of Directors.
The category of "Other" is primarily analyzed as follows: In 2023, the Company, specifically the M Power Projects subsegment,
negotiated the settlement of contracts with suppliers for projects that were completed. This resulted in affecting the Company's
other operating income as its obligations to suppliers decreased. As a result of the aforementioned settlements for the year 2023,
the Company recognized €49,8 million in its income statement under the category of other income. Additionally, the
"Compensation" category in the Group arises from the M Renewables sub-segment, where €14.9 million has been recognized
under other income as compensation from a favorable outcome of a legal dispute with a supplier following the settlement of the
most significant legal expenses.
3.25 Financial income / expenses
MYTILINEOS GROUP MYTILINEOS S.A. 01.01-01.01-01.01-01.01-(Amounts in thousands €) 31.12.2023 31.12.2022 31.12.2023 31.12.2022 Financial income Bank deposits 4.447 1.254 825 829 Customers 2.757 1.583 2.389 1.583 Loans to related parties - - 37.144 3.150 Other 3.096 1.613 1.699 109 Transactions with related parties - - 517 - Receivables’ discount interest 368 - - - Total 10.669 4.450 42.574 5.670 Financial expenses Discounts of Employees' benefits liability due to service termination 226 59 183 50 Bank Loans 74.484 50.396 44.795 26.521 Loans to related parties - - 4.472 2.404 Letter of Credit commissions 7.639 10.904 5.332 8.330 Factoring 8.191 3.292 7.562 3.285 Financial Leases 50 2 - - Other Banking Expenses 11.696 11.711 6.638 7.488 Transactions with related parties - - (499) 798 Interest from operating/trading activities 4.869 1.098 4.845 1.097 Interest on lease liabilities 4.467 2.577 3.232 1.677 Of Which from discontinuing spinned off operating activities - - - 756 Total continuing operating activities 111.621 80.039 76.559 50.894
* The Group's comparative data have been restated in order to be in line with the items in the consolidated Total Profit Statement
for the comparative period ended 31.12.2022 which have been revised to reflect Sometra's data in continuing operations (see
Note 3.30 to the Financial Statements).
7. Annual Financial Statements
369
Annual Financial Report for the period
from the 1
st
January to the 31
st
December 2023
3.26 Other financial results
MYTILINEOS GROUP MYTILINEOS S.A. 01.01-01.01-01.01-01.01-(Amounts in thousands €) 31.12.2023 31.12.2022 31.12.2023 31.12.2022 Other financial results Non-hedging derivatives (9.805) - (9.805) - Profit / (loss) from fair value of other financial instrument through 2.980 (13.914) 2.963 (13.914) profit/loss Gain from disposal - - - 1.651 Fair value profit - 443 - - Profit / (loss) from the sale of financial instruments 1.276 4.459 1.276 4.459 Income from dividends - - 1.690 5.261 Other Income - (935) - - Profit / (loss) from the sale of subsidiary - (685) - (685) Impairment loss from assets - (10.043) - - Total (5.549) (20.676) (3.875) (3.229)
As at 31.12.2023 there was no impairment on assets. During the financial year 2022, the Group proceeded with an impairment
of the assets of the Power Gas Business Unit a total amount of €10,0 million for RES units, which is analyzed in Note 3.3 and 3.5.
In addition, Mytilineos Financial Partners S.A., a subsidiary of Mytilineos S.A. based in Luxembourg, has issued with the guarantee
of Mytilineos S.A. first-class bond with a nominal value of €500 million, with an interest rate of 2,50% and maturity in 2024. The
Bond has been listed and traded on the multilateral trading facility (Euro MTF) of the Luxembourg Stock Exchange. Mytilineos
S.A. owns bonds with a nominal value of €7.000.000 and recognized in prior year income statement the difference between the
accounting value of the debt that has been written off and the price it paid, as fair value profit, amounting to €443 thousand.
* The Group's comparative data have been restated in order to be in line with the items in the consolidated Total Profit Statement
for the comparative period ended 31.12.2022 which have been revised to reflect Sometra's data in continuing operations (see
Note 3.30 to the Financial Statements).
3.27 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. 01.01-01.01-01.01-01.01-(Amounts in thousands €) 31.12.2023 31.12.2022 31.12.2023 31.12.2022 Income Tax 116.090 105.673 87.852 76.008 Income Tax provision (299) (542) (628) (3.815) Tax Audit differences - 6.427 - 579 Deferred taxation 42.324 19.960 41.971 9.396 Extraordinary Income Tax 52 49 - - Other Taxes 2.241 1.095 2.098 972 Of Which from discontinuing spinned off operating activities - - - 2.368 Total continuing operating activities 160.408 132.662 131.293 80.772 Earnings before tax 786.059 635.436 591.216 410.069 Nominal Tax rate 22% 22% 22% 22% Tax calculated at the statutory tax rate 172.933 139.796 130.068 90.215
7. Annual Financial Statements
370
Annual Financial Report for the period
from the 1
st
January to the 31
st
December 2023
Nominal Tax Rate Difference in foreign Subsidiary Companies (55) - - - Non taxable income (14.806) (6.303) (372) (1.328) Tax on Non taxable reserves (12.595) (11.536) (12.595) (11.536) Dividends Tax 150 - - - Non tax deductible expenses 18.265 16.259 14.260 14.982 Income tax from land - plot & buildings 43 12 - - Income tax coming from previous years (548) 5.306 (628) (3.815) Extraordinary Income Tax 50 49 - - Non recognition of deferred tax assets on tax loss carryforwards 6.540 (2.063) - - Other (9.569) (8.858) 560 (5.379) Of Which Effective Tax Charge discontinuing spinned off operating activities - - - 2.368 Effective Tax Charge continuing operating activities 160.408 132.662 131.293 80.772
Pillar Two legislation has been enacted or substantively enacted in certain jurisdictions where the Group operates. The legislation
will be effective for the Group’s financial year beginning 1 January 2024. Since the Pillar Two legislation was not effective at the
reporting date, the group has no related current tax exposure. The group applies the exception to recognizing and disclosing
information about deferred tax assets and liabilities related to Pillar Two income taxes, as provided in the amendments to IAS 12
issued in May 2023.
Under the legislation, the group is liable to pay a top-up tax for the difference between its GloBE effective tax rate per jurisdiction
and the 15% minimum rate. All entities within the group have an effective tax rate that exceeds 15%, however, there are a limited
number of jurisdictions where the transitional safe harbor relief does not apply and the Pillar Two effective tax rate is close to
15%. The Group does not expect material exposure to Pillar Two income taxes in those jurisdictions.
See comments on income tax in Note 3.39.1.
3.28 Earnings per share and dividends
Earnings per share
Earnings per share are calculated by the weighted average number of ordinary shares.
MYTILINEOS GROUP MYTILINEOS S.A. (Amounts in thousands €) 01.01-31.12.2023 01.01-31.12.2022 01.01-31.12.2023 01.01-31.12.2022 Equity holders of the parent 623.110 465.898 459.922 326.929 Weighted average number of shares 138.305 136.631 138.305 136.631 Basic earnings per share 4,5053 3,4099 3,3254 2,3928 Diluted earnings per share 4,4365 3,4099 3,2776 2,3928 Continuing Operations (Total) Equity holders of the parent 623.110 465.898 459.922 316.332 Weighted average number of shares 138.305 136.631 138.305 136.631 Basic earnings per share 4,5053 3,4099 3,3254 2,3152
The diluted earnings per share for the period 01.01-31.12.2023 were calculated due to an exchangeable note share option of
€50.000.000 (Note 3.18.1).
Dividends
During 2023, the Company paid dividends of €165,2 million to its equity shareholders.
7. Annual Financial Statements
371
Annual Financial Report for the period
from the 1
st
January to the 31
st
December 2023
Also, during 2023, the directors proposed the payment of a dividend of €1,5000 per share. As the distribution of dividends
requires approval at the shareholders’ meeting, no liability in this respect is recognised in the 2022 consolidated financial
statements. No income tax consequences are expected to arise as a result of this transaction at the level of Illustrative
Corporation.
3.29 Cash flows from operating activities
(1)
MYTILINEOS GROUP MYTILINEOS S.A. 01.01-01.01-01.01-01.01-(2)31.12.2023 31.12.2022(Amounts in thousands €) 31.12.2023 31.12.2022Cash flows from operating activities Profit for the period 625.652 500.010 459.922 326.929 Adjustments for: Tax 160.408 132.662 131.293 80.772 Depreciation of property,plant and equipment 78.209 65.922 49.128 42.248 Depreciation of intangible assets 23.501 17.870 9.964 9.583 Depreciation Right-of-use Assets 14.464 8.402 10.018 6.856 Impairments - 10.043 - - Provisions 611 30.810 1.057 29.873 Income from reversal of prior year's provisions 65 527 - - (Profit)/Loss from sale of tangible assets (5) 637 (7) (43) Profit / (loss) from fair value of other financial instrument through profit/loss (4.256) 9.449 (4.239) 9.449 Interest income (10.669) (4.450) (42.574) (5.670) Interest expenses 117.170 80.039 76.559 50.894 Dividends - - (1.690) (5.261) Grants amortization (2.766) (2.844) (1.047) (1.099) Exchange differences 1.101 734 - - Other differences 958 4.661 - - 378.790 354.462 228.461 217.602 Changes in Working Capital (Increase)/Decrease in stocks 79.630 (94.804) 87.840 (62.781) (Increase)/Decrease in trade receivables (291.714) (502.119) (410.451) (1.048.880) (Increase)/Decrease in other receivables (4.631) (7.831) - (312) Increase / (Decrease) in liabilities (411.923) 714.514 (489.517) 845.595 Pension plans (2.142) (966) (1.180) (1.265) Other - 10 - - (630.780) 108.804 (813.308) (267.643) Cash flows from operating activities 373.661 963.276 (124.923) 276.888
(1)
The items of the company Statement of Cash Flows for the comparative period ended on 31 December 2022 have been restated in order to reflect the data
related to the segment separated from the Company. It should be noted that at the level of consolidated financial statements, no changes have occurred (see
Note 1.3 of the Financial Statements). The net cash flows from operating, investing, and financing activities of the discontinued operations are presented
separately and analyzed in a distinct note (see Note 1.3 of the Financial Statements).
(2)
The items of the consolidated Statement of Cash Flows of the comparative period ended on 31 December 2022 have been restated in order to reflect the
SOMETRA SA data in continued operations (see Note 3.30 to the Financial Statements).
7. Annual Financial Statements
372
Annual Financial Report for the period
from the 1
st
January to the 31
st
December 2023
3.30 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.
The Company and the Group have already planned investments that will bring financial results and cash flow in the future. Some
of the investments have already been approved and others are in the research and techno-economic study phase. Specifically, a
20MW photovoltaic park within Sometra's facilities is under licensing. Completion of construction is expected in mid-2025 and
will generate cash flow.
Also, the possibility of recycling metallurgical residues in order to produce zinc oxides (Zn), Lead (Pb) and other metals using new
metallurgical methods is being investigated. The R&D and economic study for this activity is expected to be completed in the
first quarter of 2025. In case of positive results, the Group will proceed with a significant investment in a new metallurgical
process residues recycling unit, which, if implemented, is expected to operate in 2027, and bring significant financial results to
the Group. As of 2023, the activity has been transferred to continued operations and the items in the consolidated Total Income
Statement for the comparative period ended 31.12.2022 have been restated in order to reflect its elements in continuing
activities.
(Amounts in thousands €) 01.01-31.12.2022 Sales - Cost of sales (1.099) Gross gain/(loss) (1.099) Administrative expenses - Losses before interest and income tax (1.099) Financial expenses (237) Other financial results (1.428) Loss before income tax (2.764) Income tax expense - Loss for the period (2.764) Result from discontinuing operations - Loss for the period (2.764) Attributable to: - Equity holders of the parent (2.764)
7. Annual Financial Statements
373
Annual Financial Report for the period
from the 1
st
January to the 31
st
December 2023
The operating profit before taxes, finance costs and total depreciation (EBITDA) for 2022, which had an impact on the
corresponding rephrased index of the Group, amounted to minus €1.044 billion.
The inclusion in SOMETRA's continuing operations in the consolidated financial statements contributed to the consolidated
results of 2023 a loss after tax of €1,82 million.
3.31 Encumbrances
Group’s assets pledges and other encumbrances of financial assets amount to €536,16 million for 31.12.2023.
3.32 Commitments
Group’s commitments due to construction contracts are as follows:
MYTILINEOS GROUP MYTILINEOS S.A. (Amounts in thousands €) 31.12.2023 31.12.2022 31.12.2023 31.12.2022 Commitments from construction contracts Value of pending construction contracts 2.576.493 1.783.361 1.555.367 1.576.001 Granted guarantees 1.520.049 1.064.520 1.513.664 1.050.983 Total 4.096.542 2.847.881 3.069.031 2.626.984
The above table includes an amount of €30,06 million, which is related to metal construction projects in the Metallurgy sector.
In the comparative period the relevant amount is €33,5 million.
More information about the unexecuted project balance is provided in the section "Review 2023 - Performance and Financial
Position" on the BoD management report.
3.33 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.
7. Annual Financial Statements
374
Annual Financial Report for the period
from the 1
st
January to the 31
st
December 2023
Financial Risks
The following section provides an analysis of principal financial risks:
Commodities
Risk Trend
A. Definition:
The organization does not plan or manage
unfavorable fluctuations in the price of
commodities leading to financial loss.
D. Risk Analysis:
MYTILINEOS operates in global markets and is exposed to commodity
price fluctuations that are market driven and determined by demand
and supply dynamics, economic growth, inventory balances,
speculative positions, regulatory affairs, government policies, etc.
Potential failure to plan or manage unfavorable fluctuations in
commodity prices could adversely impact MYTILINEOS’ future financial
performance.
More specifically, through its business activities, MYTILINEOS is mainly
exposed to risks arising from price fluctuations in Aluminium (AL),
Aluminium Oxide (OX) and raw materials, in natural gas, as well as in
CO2 emission allowances and scrap aluminium.
This type of exposure could negatively affect both revenues (e.g., metal
prices at LME) and costs (e.g., natural gas prices).
E. Risk Treatment and Mitigation:
MYTILINEOS maintains a diverse portfolio of commodities, assets,
liabilities, and currencies across several geographies as well as a varied
portfolio of customers and contracts that ensures resilience and future
profitability since the organization is less exposed to adverse
developments in a single market.
Moreover, MYTILINEOS continuously monitors, through various
channels, the current and anticipated developments in the commodity
markets that could potentially create the need to adapt the
organization’s overall commodities’ management.
MYTILINEOS aims to manage the effects commodity price fluctuations
could have on its revenues and costs through hedging activities using
various financial instruments. More specifically, the Treasury & IR
General Division hedges commodity price fluctuations based on annual
budget forecasts as well as management’s decisions and objectives.
Moreover, MYTILINEOS ensures that hedging activities are conducted
properly through Financial Risk Management processes that outline
appropriate approval flows, communication lines, open position
B. Risk Appetite Statement:
We are exposed to the volatility of specific
commodities and important raw materials and
services prices (e.g. Aluminium, Alumina, Natural
gas), which are influenced by external factors such
as global economic conditions, supply and
demand. We are willing to accept medium levels
of Commodities Risk ensuring that this risk is
efficiently and effectively managed implementing
proactive measures such as hedging.
C. Main Root Causes / Factors:
1. Lack of defined policies to provide guidance
for handling commodities prices.
2. Lack of monitoring activities to capture and
manage unfavorable market, regulation, and
country changes/events that may affect the
volatility of commodities prices.
7. Annual Financial Statements
375
Annual Financial Report for the period
from the 1
st
January to the 31
st
December 2023
monitoring activities, reconciliation activities and counterparty limits’
management.
In addition, the Treasury & IR General Division performs a set of stress
scenarios (baseline & adverse) to hedging portfolio to assess and
communicate the effect where a potential adverse price movement
may trigger margin calls, thus creating liquidity risk.
Finally, the Treasury & IR General Division presents monthly, new
developments in commodity markets, potential price evolutions based
on forecasts and analyses from major market institutions, new hedging
strategies and a summary of current open positions to MYTILINEOS’
Financial Committee.
Credit
Risk Trend
A. Definition:
The organization does not manage effectively
credit incidents (e.g., default of counterparties,
credit rating downgrade, adverse credit market
conditions).
D. Risk Analysis:
Credit Risk entails the potential failure to effectively manage credit
incidents arising from the company’s business and financial market
transactions. In more detail, credit incidents and credit exposure may
arise from the sale activities of the Energy and Metallurgy Sectors and
the subsidiaries, the trading transactions in derivatives and other
financial transactions such as deposits, loans etc.
MYTILINEOS is exposed to credit risk through the possibility of a
counterparty default, a credit rating downgrade and/or an adverse
credit environment in general. As a result, credit risk related to non-
performance by customers, suppliers, and counterparties could
disrupt revenue and cash flows and increase the cost of collection,
settlement and replacement. Moreover, concentration on specific
counterparties, customer, suppliers or affiliated entities could have a
B. Risk Appetite Statement:
We are subject to events such as default of
customer, credit rating downgrade, adverse credit
market conditions. We are willing to accept
medium levels of Credit Risk, from engaging with
customers and counterparties established in
various countries, in pursuit of our strategic
objectives, having regard to our policies and
procedures and a variety of limits.
7. Annual Financial Statements
376
Annual Financial Report for the period
from the 1
st
January to the 31
st
December 2023
C. Main Root Causes / Factors:
1. Lack of effective credit management and
collections policies and procedures.
2. Obsolete/ inadequate Information systems to
support the credit management process.
3. Lack of certain limits and criteria (e.g., credit
rating) regarding the exposure of the
organization on each counterparty.
significant impact on the company’s financials in the rise of a credit
incident, thus exposing itself to reputational and operational risks as
well as to financial risks through an increase to spreads, unfavorable
prepayment obligations, borrowing terms and cost of financing for
MYTILINEOS.
Furthermore, credit risk could be realized through an inability to
efficiently collect receivables that would cause significant bad debt
expense and/or excessive days receivables outstanding.
Finally, if any factors of credit risk were to materialize, MYTILINEOS’
financial condition, revenues and cashflows could be negatively
impacted.
E. Risk Treatment and Mitigation:
MYTILINEOS secures its access to sufficient debt funding sources and
builds strong relationships with lending institutions to meet future
obligations and manages effectively assets, liabilities and capital
requirements.
Furthermore, MYTILINEOS has Credit Risk policies and procedures in
place that guarantee transactions only with clients that are
characterized by appropriate creditworthiness. These policies are
accompanied by strict client selection criteria and by constant
monitoring of the credit granted to them.
Moreover, Credit Risk is also managed/mitigated through credit
insurance policies with global insurance companies, receivables in
advance to a considerable degree, safeguarding claims by collateral
loans on customer reserves, receiving letters of guarantee and
quantitative and qualitative limits on cash reserves and cash
equivalents, derivatives, as well as other short term financial
products. Finally, MYTILINEOS monitors overdue amounts through
defined processes with clear roles and escalation protocols.
7. Annual Financial Statements
377
Annual Financial Report for the period
from the 1
st
January to the 31
st
December 2023
The tables below summarize the maturity profile of the Group’s financial assets as at 31.12.2023 and 31.12.2022 respectively:
MYTILINEOS GROUP Past due Non past due Total (Amounts in thousands €) 0-3 months 3-6 months 6-12 months > 1 year Liquidity Risk Analysis - Trade Receivables 2023 114.274 8.467 4.861 43.553 1.050.565 1.221.720 2022 150.504 64.074 57.096 24.887 914.838 1.211.398 MYTILINEOS S.A. Past due Non past due Total (Amounts in thousands €) 0-3 months 3-6 months 6-12 months > 1 year Liquidity Risk Analysis - Trade Receivables 2023 95.359 6.023 3.712 16.981 661.605 783.680 2022 131.676 62.290 20.261 18.699 559.668 792.593
The below table shows the Group exposure in credit risk:
MYTILINEOS GROUP Gross Trade Expected credit Expected credit Average percentage of Receivables loss loss expected credit loss (Amounts in thousands €) Non past due 1.051.647 1.082 1.050.565 0,10% Past due less than 3 months 120.276 6.002 114.274 4,99% Past due 3-6 months 15.047 6.579 8.468 43,72% Past due 6-12 months 20.297 15.436 4.861 76,05% Past due > 1 year 105.921 62.368 43.553 58,88% Total 1.313.188 91.467 1.221.721 6,97% MYTILINEOS GROUP Gross Trade Expected credit Net trade Average percentage of Receivables loss receivables expected credit loss (Amounts in thousands €) Non past due 916.151 1.313 914.838 0,14% Past due less than 3 months 151.697 1.193 150.504 0,79% Past due 3-6 months 65.173 1.099 64.074 1,69% Past due 6-12 months 69.279 12.183 57.096 17,59% Past due > 1 year 53.982 29.095 24.887 53,90% Total 1.256.282 44.883 1.211.398 3,57%
7. Annual Financial Statements
378
Annual Financial Report for the period
from the 1
st
January to the 31
st
December 2023
The below analysis of the balance of the Group’s trade receivables on 31.12.2023 (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 2023 2022 (Amounts in thousands €) T.R. Trade Receivables & Constructional Contracts 1.556.832 1.451.241 Out of which: (a) Related to advances given to Trade Creditors 208.321 205.532 Advances received from Customers in liabilities (340.610) (507.857) (b) Related to Revenue recognition (not yet invoiced) 335.112 239.843 Liabilities for invoiced but not yet recognised as revenue receivables (185.067) (215.551) (c) Related to payables (no offseting performed) - - (d) Related to EPC financing (secured) - 11.322 Net Trade receivables (recurring basis), T.R. - a-b-c-d 1.013.399 994.544 TURNOVER 5.491.685 6.306.472 Simple calculated DSO (w/o VAT adjustments) 67,4 57,6
“Advances received from Customers in liabilities” & “Liabilities for invoiced but not yet recognised as revenue receivables” are
not taken into account in the calculation of the above index and are provided as informational elements.
Interest Rates
Risk Trend
A. Definition:
The organization does not plan for or manage
fluctuating interest rates leading to financial loss.
D. Risk Analysis:
MYTILINEOS faces interest rate risk arising from balance sheet
elements, such as liabilities (financing) and assets
(deposits/investments), as well as from project financing activities
and financial derivative transactions.
Moreover, macro developments and policy decisions at a regulatory
level (e.g., European Central Bank) may affect MYTILINEOS’s
exposure to interest rate risk.
B. Risk Appetite Statement:
Our appetite for Interest Rates Risk is medium. We
seek to ensure efficient and effective management
of interest rate exposure by implementing
monitoring tools and using various derivatives
instruments, taking into consideration
fluctuations in interest rates.
7. Annual Financial Statements
379
Annual Financial Report for the period
from the 1
st
January to the 31
st
December 2023
C. Main Root Causes / Factors:
1. Lack of defined policies to provide guidance
for handling interest rate exposure.
2. Inability to identify timely optimal interest
rates in the marketplace, resulting in
unfavorable interest rate costs and returns to
the organization.
3. Exposure to rising interest rates.
E. Risk Treatment and Mitigation:
MYTILINEOS has established a policy for the management of interest
rate risk arising from the assets and liabilities in the company's
balance sheet. This policy includes a) concerning assets, MYTILINEOS
invests its cash mainly in short-term time deposits, so as to maintain
the necessary liquidity while achieving satisfactory return for its
shareholders b) concerning liabilities, MYTILINEOS structures its
funding portfolio in consideration of desired liabilities’ proportion
between fixed and variable interest rates, market conditions,
assessment of alternative interest rate risk profiles, and market
products characteristics (duration, type, etc.), and. This is achieved
either through direct borrowing at a fixed rate or through the
employment of interest rate derivatives.
Foreign exchange
Risk Trend
A. Definition:
The organization does not manage foreign
exchange exposures, such as contracts in which
the cash inflow and the cash outflow are in
different currencies or unfavorable fluctuations in
the currency of another market, leading to
financial loss.
D. Risk Analysis:
MYTILINEOS is exposed to Foreign Exchange Risk, through its
business activities that expand in various countries.
Failure to manage foreign exchange exposure, such as contracts in
which the cash inflow and the cash outflow are in different
currencies or unfavorable fluctuations in the pricing currency of
certain markets vs the domestic one (EUR), could lead to financial
loss.
More specifically, MYTILINEOS’ foreign exchange exposure lies
mainly with US dollar and originates from commercial transactions
in foreign currency and from net investments in foreign entities,
therefore changes in foreign exchange rates could adversely impact
cash flows, costs, projects’ profitability and eventually shareholder
returns.
B. Risk Appetite Statement:
The organization is exposed to fluctuations in
exchange rates (mainly USD) during business
operations, including sales/purchases of
aluminum and alumina, EPC contracts, natural gas
purchases. Our appetite for Foreign Exchange Risk
is medium and where possible foreign exchange
exposure is hedged.
7. Annual Financial Statements
380
Annual Financial Report for the period
from the 1
st
January to the 31
st
December 2023
C. Main Root Causes / Factors:
1. Potential collapse of the currency in
countries where business is conducted will
expose the organization to loss.
2. Lack of technical knowledge and expertise to
manage Foreign Exchange Risk.
3. Lack of monitoring activities to capture and
manage unfavorable market, regulation, and
country changes/events that may affect the
volatility of foreign exchange rates.
4. Inability to identify foreign exchange
exposures derived from contracts where
Cash inflow and Cash outflow are in different
currencies.
E. Risk Treatment and Mitigation:
MYTILINEOS aims to manage the effects foreign exchange
exposures could have on its revenues and costs through hedging
activities, using various financial instruments. More specifically, the
Treasury & IR General Division performs foreign exchange hedging
for specific assets, liabilities or future commercial transactions
based on annual budget forecasts as well as management’s
decisions and objectives.
MYTILINEOS ensures that hedging activities are conducted properly
through Financial Risk Management processes that outline
appropriate approval flows, communication lines, open position
monitoring activities, reconciliation activities and counterparty
limits’ management. The Treasury & IR General Division presents
monthly new developments that may impact on the organization’s
foreign exchange exposure, new hedging strategies and a summary
of current open positions to MYTILINEOS’ Financial Committee.
Liquidity
Risk Trend
A. Definition:
The organization does not manage and monitor
cash flows leading to cash shortages and inability
to cover obligations and achieve strategic
objectives.
D. Risk Analysis:
Liquidity risk is related to MYTILINEOS’s need to finance its
operations, meet payment obligations, and borrow funds at an
acceptable cost to support the strategic transactions, and
investment programs. In more detail, the risk may arise from
various sources and activities within the business model of
MYTILINEOS, such as inadequate cash flow management, business
disruption, increase in operational costs, unplanned capital
expenditures, inadequate management of working capital,
B. Risk Appetite Statement:
Our appetite for Liquidity Risk is low. It is our policy
to ensure that a minimum level of cash is available
at any given time.
7. Annual Financial Statements
381
Annual Financial Report for the period
from the 1
st
January to the 31
st
December 2023
C. Main Root Causes / Factors:
1. Lack of defined policies to manage and
optimize assets, liabilities and cash flows.
2. Inability to maintain adequate cash flow and
liquidity position (including credit lines).
3. Inability to manage long-term financial
liabilities.
4. Lack of monitoring payments made on a daily
basis.
5. Absence of cash flow analysis, inaccuracies in
cash flow projections and/or unauthorized
cash inflow / outflow is not identified.
6. Inability to meet obligations against
borrowers / suppliers due to ineffective Cash
flow management.
inadequate monitoring of debt payments, ineffective collection
processes etc. The effect of liquidity risk in case it becomes material
may be multi-dimensional, such as inability to meet growing capital
expansion plans, breaching bank loan terms and covenants, failure
to procure critical material/resources, mandatory prepayments of
outstanding loans, reduction of available credit lines, inability to pay
wages, etc. In addition, liquidity risk may affect MYTILINEOS
evaluation by rating agencies and thus increase the cost of financing
its investment plans or limit MYTILINEOS access to Capital Markets
or alternative funding sources. On the other hand, the effective
management of liquidity risk is an integral part of potential: a)
improvement of net profitability through reduced interest expense,
b) implementation of MYTILINEOS business expansion initiatives
through the ability to secure financings with more competitive
terms (enhanced terms with financiers and suppliers), c)
improvement of the company’s credit standing & outlook from
credit rating agencies, etc. As a result, the relevant liquidity
requirements are the subject of continuous management through
the meticulous monitoring of outstanding debt, of any other long-
term financial liabilities and also of cash inflows and outflows.
E. Risk Treatment and Mitigation:
MYTILINEOS ensures that except from the operating cash flows
generated from the operations of the group, there is sufficient
liquidity comprising both from the cash and cash equivalents held,
as well as from available credit facilities covering potential short-
term business needs, and/or anticipated capital expenditure.
More specifically, MYTILINEOS implements a diversification
strategy in terms of funding sources, including bank lending, bond
issuance, and trade finance services, which are further diversified in
terms of duration and interest rates.
Moreover, the Treasury & IR and Finance General Divisions ensure
the timely monitoring and management of liquidity based on the
respective processes for developing, monitoring, updating, and
approving the Cash Plan, evaluating long-term loans, and managing
credit lines and terms. In addition, MYTILINEOS monitors specific
indicators and trends to measure and identify key areas of liquidity
7. Annual Financial Statements
382
Annual Financial Report for the period
from the 1
st
January to the 31
st
December 2023
risk such as debt maturity profile, cost of debt, trade receivables,
available credit lines, overall liquidity evolution etc.
Finally, during the monthly Financial Committee of MYTILINEOS,
any developments affecting the organization's liquidity are
presented in order to be analyzed and evaluated and respective
decisions for effective management of the liquidity risk are taken.
The tables below summarize the maturity profile of the Group’s liabilities as at 31.12.2023 and 31.12.2022 respectively:
MYTILINEOS GROUP Liquidity Risk Analysis - Liabilities up to 6 months 6 to 12 months 1 to 5 years after 5 years Total (Amounts in thousands €) 2023 Long Term Loans - - 1.232.403 779.906 2.012.308 Short Term Loans 49.402 6.433 7.530 - 63.366 Trade and other payables* 855.706 142.058 2.190 39 999.992 Other payables 603.568 258.028 25.752 859 888.208 Derivatives 11.861 28.868 224 695 41.648 Current portion of non - current liabilities 27.354 527.049 - - 554.403 Total 1.547.899 962.436 1.268.098 781.498 4.559.931 Liquidity Risk Analysis - Liabilities up to 6 months 6 to 12 months 1 to 5 years after 5 years Total (Amounts in thousands €) 2022 Long Term Loans - - 1.545.868 1.203 1.547.070 Short Term Loans 139.896 669 5.380 - 145.945 Trade and other payables* 1.025.977 86.932 2.190 - 1.115.100 Other payables 786.204 201.512 2.557 10.356 1.000.629 Derivatives 33.327 30.605 6.019 - 69.951 Current portion of non - current liabilities 9.024 10.716 - - 19.740 Total 1.994.429 330.434 1.562.014 11.558 3.898.435 MYTILINEOS S.A. Liquidity Risk Analysis - Liabilities up to 6 months 6 to 12 months 1 to 5 years after 5 years Total (Amounts in thousands €) 2023 Long Term Loans - - 707.283 702.736 1.410.018 Short Term Loans 36.314 - - - 36.314 Trade and other payables* 534.493 128.867 2.190 - 665.551 Other payables 877.856 254.828 25.239 624 1.158.548 Derivatives 11.861 22.554 79 - 34.494 Current portion of non - current liabilities 23.959 23.780 - - 47.739 Total 1.484.484 430.030 734.791 703.360 3.352.664
7. Annual Financial Statements
383
Annual Financial Report for the period
from the 1
st
January to the 31
st
December 2023
Liquidity Risk Analysis - Liabilities up to 6 months 6 to 12 months 1 to 5 years after 5 years Total (Amounts in thousands €) 2022 Long Term Loans - - 820.262 - 820.262 Short Term Loans 100.079 - - - 100.079 Trade and other payables* 836.489 86.932 2.190 - 925.611 Other payables 1.089.868 59.203 1.837 - 1.150.908 Derivatives 32.920 26.176 6.019 - 65.115 Total 2.059.356 172.311 830.308 - 3.061.975 Aging of lease liabilities is analysed in 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.
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 31.12.2023 and 31.12.2022
presented in the following table:
2023 2022 LME AL (Aluminium) $/t + 50 - 50 + 50 - 50 EBITDA m. € 8,7 (8,7) 8,9 (8,9) Net Profit m. € 8,7 (8,7) 8,9 (8,9) Equity m. € 8,7 (8,7) 8,9 (8,9) API (Alumina) $/t + 10 - 10 + 10 - 10 m. € 0,3 (0,3) 0,3 (0,3) EBITDA Net Profit m. € 0,3 (0,3) 0,3 (0,3) Equity m. € 0,3 (0,3) 0,3 (0,3) Exchange Rate €/$ €/$ -5% +5% -5% +5% EBITDA m. € 32,0 (29,3) 43,1 (40,4) Net Profit m. € 32,0 (29,3) 43,1 (40,4) Equity m. € 32,0 (29,3) 43,1 (40,4) Exchange Rate €/AUD €/AUD -5% +5% -5% +5% EBITDA m. € 8,0 (8,0) 2,7 (2,7) Net Profit m. € 8,0 (8,0) 2,7 (2,7) Equity m. € 8,0 (8,0) 2,7 (2,7) NG Price €/MWh - 5 + 5 - 5 + 5 EBITDA m. € 14,0 (14,0) 16,0 (16,0) Net Profit m. € 14,0 (14,0) 16,0 (16,0) Equity m. € 14,0 (14,0) 16,0 (16,0) CO2 (€/t) €/t - 1 + 1 - 1 + 1 EBITDA m. € 0,9 (0,9) 1,7 (1,7) Net Profit m. € 0,9 (0,9) 1,7 (1,7) Equity m. € 0,9 (0,9) 1,7 (1,7)
7. Annual Financial Statements
384
Annual Financial Report for the period
from the 1
st
January to the 31
st
December 2023
*The above analysis does not include the impact of tax.
3.34 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 31.12.2023 and 31.12.2022 as follows:
MYTILINEOS GROUP 31.12.2023 Level 1 Level 2 Level 3 (Amounts in thousands €) Financial Assets Stock shares 20.820 20.820 - - Bonds 67 67 - - Other Financial Assets 292 104 8 180 Futures 2.727 - 2.727 - Swaps 32.975 - 32.975 - Foreign Exchange Contracts 13.822 - 13.822 - Financial Assets 70.703 20.991 49.533 180 Financial Liabilities Futures 4.619 - 4.619 - Swaps 9.892 - 9.892 - Foreign Exchange Contracts 6.317 - 6.317 - Options 20.820 - 20.820 - Financial Liabilities 41.648 - 41.648 -
MYTILINEOS GROUP 31.12.2022 Level 1 Level 2 Level 3 (Amounts in thousands €) Financial Assets Stock shares - - - - Bonds 67 67 - - Other Financial Assets 296 107 8 180 Futures 17.371 - 17.371 - Swaps 35.216 - 35.216 - Foreign Exchange Contracts 36.878 - 36.878 - Options 10.128 - 10.128 -
7. Annual Financial Statements
385
Annual Financial Report for the period
from the 1
st
January to the 31
st
December 2023
Financial Assets 99.954 174 99.601 180 Financial Liabilities Swaps 40.224 - 40.224 - Foreign Exchange Contracts 5.071 - 5.071 - Options 24.656 - 24.656 - Financial Liabilities 69.951 - 69.951 -
MYTILINEOS S.A 31.12.2023 Level 1 Level 2 Level 3 (Amounts in thousands €) Financial Assets Stock shares 20.820 20.820 - - Bonds 67 67 - - Other Financial Assets 180 - - 180 Futures 2.542 - 2.542 - Swaps 32.975 - 32.975 - Foreign Exchange Contracts 13.822 - 13.822 - Financial Assets 70.406 20.887 49.339 180 Financial Liabilities Futures 4.476 - 4.476 - Swaps 9.197 - 9.197 - Options 20.820 - 20.820 - Financial Liabilities 34.494 - 34.494 -
MYTILINEOS S.A 31.12.2022 Level 1 Level 2 Level 3 (Amounts in thousands €) Financial Assets Bonds 67 67 - - Other Financial Assets 180 - - 180 Futures 17.038 - 17.038 - Swaps 35.216 - 35.216 - Foreign Exchange Contracts 29.353 - 29.353 - Options 10.119 - 10.119 - Financial Assets 91.971 67 91.725 180 Financial Liabilities Swaps 40.224 - 40.224 - Foreign Exchange Contracts 235 - 235 - Options 24.656 - 24.656 - Financial Liabilities 65.115 - 65.115 -
Bonds and Other financial assets of Level 1 include bonds and stock shares valued at quoted price in active market at the end of
the period. Derivatives of Level 2 include commodity futures that hedge the risk from the change at fair value of LME, commodity
swaps that hedge fluctuations in cash flows from the volatility in LME prices and electricity, in exchange rates, in gas prices and
in petroleum prices, currency forwards and options in LME prices and in exchange rates. The Group uses various methods and
makes assumptions that are based on market conditions existing at the end of each reporting period. The aforementioned
contracts are measured at fair value using: a) forward exchange rates of active market, b) mark-to-market values of contracts
7. Annual Financial Statements
386
Annual Financial Report for the period
from the 1
st
January to the 31
st
December 2023
LME, gas and petroleum prices. Other financial assets of Level 3 include mainly not significant investments. Fair value
measurement of them is based on their financial statements where the fair value of their assets is determined.
In the financial year 2023 no transfer existed between levels 1 and 2.
3.35 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”, “Net Debt to Equity” and “Net Interest Expenses”. As net debt, the Group
defines interest bearing borrowings minus cash and cash equivalents and as Net Interest expenses define the sum of interest and
related charges less the sum of credit interest and related income. 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 2023 and 2022 respectively:
MYTILINEOS GROUP 31.12.2023 31.12.2022 (Amounts in thousands €) Long-term debt 2.012.308 1.547.070 Lease liabilities 173.687 54.775 Short-term debt 63.366 145.945 Current portion of non-current debt 554.403 19.740 Current portion of lease liabilities 9.102 8.396 Cash and cash equivalents (919.922) (1.059.875) Group Net debt 1.892.944 716.051 31.12.2023 31.12.2022 Oper.Earnings before income tax, financial results, depreciation and amortization 1.013.621 822.234 Equity 2.666.950 2.221.062 1,87 0,87 Group Net debt / Oper.Earnings before income tax, financial results, depreciation and amortization Group Net debt / Equity 0,71 0,32
Ratios’ calculation excluding lease liabilities would be as follows: Net Debt / EBITDA 1,69 Net Debt / Equity 0,64
The Company manages 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.
3.36 Dividend Proposed and Payable
The BOD will propose to the General Assembly of the Shareholders (GA) the distribution of dividend of gross amount
€1,5000/share. In 2022 the BOD had proposed the distribution of dividend of gross amount €1,2000/share. The aforementioned
proposed amount should be approved by the General Assembly of the Shareholders (GA).
7. Annual Financial Statements
387
Annual Financial Report for the period
from the 1
st
January to the 31
st
December 2023
3.37 Number of employees
The number of employees at 31.12.2023 amounts to 6.530 for the Group and to 2.534 for the Entity. Accordingly, at 31.12.2022,
the number of employees amounted to 3.216 and 2.084. The increase in employed personnel is mainly attributable to the
personnel of the acquired companies referred to in note 1.3.
3.38 Related Party transactions
The intercompany balances and transactions between the companies being consolidated by the method of full consolidation
have been eliminated. Below are tables illustrating the receivables, payables, revenues, and expenses of the Group and the
Company respectively, with the associated companies:
MYTILINEOS GROUP MYTILINEOS S.A. (Amounts in thousands €) 01.01-31.12.2023 01.01-31.12.2022 01.01-31.12.2023 01.01-31.12.2022 Stock Sales Subsidiaries - - 115.115 489.763 Total - - 115.115 489.763 Stock Purchases Subsidiaries - - 215.500 97.149 Total - - 215.500 97.149 Services Sales & Other Transactions Subsidiaries - - 71.640 16.990 Other Related parties 136 137 - - Total 136 137 71.640 16.990 Services Purchases Subsidiaries - - 19.654 4.268 Management remuneration and fringes 22.034 155.938 17.425 152.742 Other Related parties 447 343 447 233 Total 22.481 156.282 37.526 157.243 MYTILINEOS GROUP MYTILINEOS S.A. (Amounts in thousands €) 31.12.2023 31.12.2022 31.12.2023 31.12.2022 Receivables from Related Parties Subsidiaries - - 1.091.436 534.726 Other Related parties 12 127 - - Total 12 127 1.091.436 534.726 Guarantees granted for Related Parties Subsidiaries 3.832.985 2.911.752 3.832.985 2.911.752 Total 3.832.985 2.911.752 3.832.985 2.911.752 Payables to Related Parties Subsidiaries - - 480.957 253.482 Management remuneration and fringes - 98.665 - 98.665 Other Related parties 27 41 27 41 Total 27 98.706 480.984 352.188
The above mentioned guarantees refer to:
€639,1 million are parent company guarantees for bank loans of the Group and
€3.193,9 million are parent company guarantees on behalf of customers and suppliers of the Group.
7. Annual Financial Statements
388
Annual Financial Report for the period
from the 1
st
January to the 31
st
December 2023
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 €) 31.12.2023 31.12.2022 31.12.2023 31.12.2022 Short term employee benefits - Wages of Key Management and BOD Fees 11.644 107.346 7.634 104.325 - Tax and Insurance service cost 519 43.746 213 43.571 - Bonus 150 100 150 100 - Other 293 - - - - Payments based on equity shares 9.428 4.747 9.428 4.747 Total 22.034 155.938 17.425 152.742
The reduction in employee and pension benefits is due to the accounting treatment of the service contract between the Company
and the CEO, approved by the General Assembly from 7 June 2018 was accounted, which took place in the previous fiscal year.
The Company has implemented share-based payments for its employees and executives. In particular, under the effective
agreements, the Company’s employees and executives are granted the option to receive equity securities (shares) of the parent
company, given that certain conditions of vesting have been met.
None of the existing equity-based payment agreement plans are settled in cash.
Services received in return for equity-based payments are measured at fair value. The fair value of the services of executives and
employees, at the date when the stock option is granted, is recognized in accordance with IFRS 2 as an expense in the income
statement, with a corresponding increase in equity, during the period in which the services, for which the options are granted,
are received.
Total expenses of the options during the vesting period are calculated based on the fair value of the options provided at the
granting date. The expenses are allocated over the vesting period, based on the best available estimate of the number of stock
options expected to be vested. The fair value of the options is measured by adopting an appropriate valuation model to reflect
the number of options for which the performance conditions of the plan are expected to be met.
Estimates of the number of option’s expected to be exercised are revised if there is an indication that the number of stock options,
expected to be vested, differs from previous estimates. Any adjustment to the cumulative share-based compensation arising
from the revision is recognized within the current period.
The number of vested options, finally exercised by the company’s employees and executives does not affect the expenses
recorded within the period.
No loans have been given to members of the Board of Directors or other management members of the Group (and their families).
7. Annual Financial Statements
389
Annual Financial Report for the period
from the 1
st
January to the 31
st
December 2023
3.39 Contingent Assets & Contingent Liabilities
3.39.1 Unaudited tax years
During 2023, audit orders were received for the subsidiaries AIOLIKI EVOIAS XELONA.A. for fiscal years 2018 and 2019, AIOLIKI
EVOIAS POUNTA S.A. for fiscal years 2019 and 2020, AIOLIKI EVOIAS PYRGOS S.A. for fiscal years 2018 and 2019, and METKA EGN
GREECE S.A. for fiscal years 2020 and 2021. The above audit orders are still ongoing.
The audit for MYTILINEOS S.A. for the year 2017 was concluded within 2023 without tax charges.
For the fiscal years 2011 to 2022, the companies of Group operating in Greece, fulfilling the 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 the fiscal year 2023, 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.
Taking into consideration the above regarding the Tax Compliance Report (where applicable), the following table presents the
fiscal years for which the tax obligations of the Company and its domestic subsidiaries have not become final:
YEARS NOT COMPANY INSPECTED BY TAX AUTHORITIES 1 MYTILINEOS S.A. - 2 SERVISTEEL S.A. - 3 ELEMKA S.A. - 4 BRIDGE ACCESSORIES & CONSTRUCTION SYSTEMS S.A. 2018-2021 5 DELFI DISTOMON A.M.E. - 6 DESFINA SHIPPING COMPANY 2018-2023 7 ST. NIKOLAOS SINGLE MEMBER P.C. 2018-2021 8 RENEWABLE SOURCES OF KARYSTIA S.A. - 9 GENIKI VIOMICHANIKI S.A. 2018-2023 10 HYDROHOOS S.A. 2018, 2020 11 NORTH AEGEAN RENEWABLES 2018-2023 12 MYTILINEOS HELLENIC WIND POWER S.A. 2019 13 AIOLIKI ANDROU TSIROVLIDI S.A. - 14 MYTILINEOS AIOLIKI NEAPOLEOS S.A. 2018-2023 15 AIOLIKI EVOIAS PIRGOS S.A. 2018 16 AIOLIKI EVOIAS POUNTA S.A. 2018-2019 17 AIOLIKI EVOIAS HELONA S.A. 2018 18 AIOLIKI ANDROU RAHI XIROKOBI S.A. 2018-2023 19 METKA AIOLIKA PLATANOU S.A. 2018-2023 20 AIOLIKI SAMOTHRAKIS S.A. 2018-2023 21 AIOLIKI EVOIAS DIAKOFTIS S.A. 2018 22 AIOLIKI SIDIROKASTROU S.A. - 23 HELLENIC SOLAR S.A. - 24 SPIDER S.A. - 25 PROTERGIA THERMOELEKTRIKI S.A. 2018 26 MYTILINEOS CONSTRUCTION SINGLE MEMBER SOCIÉTÉ ANONYME 2018-2022 27 ANEMODRASI RENEWABLE ENERGY SOURCES S.A. 2018-2023
7. Annual Financial Statements
390
Annual Financial Report for the period
from the 1
st
January to the 31
st
December 2023
28 ANEMORAHI RENEWABLE ENERGY SOURCES S.A. 2018-2023 29 MINING OF FLORINA LIGNITE SINGLE MEMBER S.A. 2018-2023 30 HORTEROU S.A. 2018-2023 31 KISSAVOS DROSERI RAHI S.A. 2018-2023 32 KISSAVOS PLAKA TRANI S.A. 2018-2023 33 KISSAVOS FOTINI S.A. 2018-2023 34 AETOVOUNI S.A. 2018-2023 35 LOGGARIA S.A. 2018-2023 36 IKAROS ANEMOS SA 2018-2023 37 KERASOUDA SA 2018-2023 38 AIOLIKH ARGOSTYLIAS A.E. 2018-2023 39 J/V ΜΕΤΚΑ – ΤΕRΝΑ 2018-2023 40 KORINTHOS POWER S.A. - 41 KILKIS PALEON TRIETHNES S.A. 2018-2023 42 ANEMOROE S.A. 2018-2023 43 PROTERGIA ENERGY S.A. 2018-2020 44 SOLIEN ENERGY S.A. 2018-2023 45 ALUMINIUM OF GREECE INDUSTRIAL AND COMMERCIAL SOCIETE ANONYME (EX OSTENITIS S.A.) - 46 FTHIOTIKI ENERGY S.A. 2018-2023 47 AIOLIKH TRIKORFON S.A. - 48 MAKRYNOROS ENERGEIAKH S.A. 2018-2023 49 MNG TRADING - 50 ZEOLOGIC Α.Β.Ε.Ε 2018 51 EP.AL.ME. S.A. 2018 52 J/V METKA A.T.E - XANTHAKIS 2019-2023 53 J/V MYTILINEOS - ELEMKA 2020-2023 54 J/V AVAX S.A. - INTRAKAT - MYTILINEOS S.A. - TERNA S.A. 2020-2023 55 METKA EGN SM.S.A. 2018-2022 56 EGNATIA WIND M.A.E. 2019-2022 57 MYTILINEOS - TECHNOLOGY AND DIGITAL INNOVATION SINGLE MEMBER SOCIETE ANONYME 2022-2023 58 AENAOS SYSSOREUTES ENERGEIAKI MONOPROSOPI AE - 59 J/V MYTILINEOS - EUSIF 2022-2023 60 KEDRINOS LOFOS S.A. 2022 61 J/V AVAX S.A.-METKA ATE - (ex J/V AVAX S.A. - MYTILINEOS S.A.) 2022-2023 62 J/V TERNA S.A.-METKA ATE (RODODAFNI - RIO) - (ex J/V TERNA S.A. – MYTILINEOS S.A.) 2022-2023 63 J/V TERNA S.A.-METKA ATE (KIATO - RODOAFNI) - (ex J/V TERNA S.A. – MYTILINEOS S.A.) 2022-2023 64 MYTILINEOS ITALY SINGLE MEMBER S.A. 2023 65 M PARACHORISEON SINGLE MEMBER S.A. 2023 66 KEDRINOS LOFOS OPERATION S.A. 2022-2023 67 UNISON Facility Services SM.S.A. - 68 UNISON HUMAN RESOURCES SM.S.A. - 69 UNISON Integrated Facility Management - 70 EGNATIA EK.A. MONOPROSOPI A.E. 2018-2022 71 CHRISOS HELIOS ENERGEIAKI 2020-2023 72 KOINOPRAXIA MYTILINAIOS A.E. - ATERMON A.T.T.E.E. 2023 73 J/V INTRAKAT - METKA ATE 2023 74 J/V TERNA A.E. - AKTOR A.T.E. – METKA ATE 2023 75 J/V GALATSIOY MYTILINEOS EUSIF 2023
These companies received a Tax Compliance Report for fiscal years 2011-2013 (for the years that they were active), while from
the fiscal year 2014 onwards and based on the amendment of the provisions of Law 4174/2013 article 65A par.1, those who met
the relevant audit criteria to an optional extent, chose to receive a tax certificate.
7. Annual Financial Statements
391
Annual Financial Report for the period
from the 1
st
January to the 31
st
December 2023
The companies that will receive a tax certificate for 2023 for the first time are EGNATIA EKA ΜΟΝ. S.A., KEDRINOS LOFOS S.A.
and ΜΕΤΚΑ ΑΤΕ.
Unaudited tax years – Group’s foreign subsidiaries
In 2023, the Ghanaian branch of Power Projects Turkey received a tax audit request. The audit has not been completed yet.
The table below shows the years for which the tax liabilities of the Group's foreign subsidiaries have not become final.
YEARS NOT INSPECTED COMPANY COUNTRY BY TAX AUTHORITIES 1 MYTILINEOS WIND ENERGY ALBANIA Albania 2019-2023 2 MTRH Developmnet GmbH Austria 2019-2023 3 DROSCO HOLDINGS LIMITED Cyprus 2017-2023 4 STANMED TRADING LTD Cyprus 2017-2023 5 METKA RENEWABLES LIMITED Cyprus 2017-2023 6 METKA POWER INVESTMENTS Cyprus 2017-2023 7 MYTILINEOS FINANCE S.A. Luxembourg 2018-2023 8 MYTILINEOS FINANCIAL PARTNERS S.A. Luxembourg 2018-2023 9 METKA POWER WEST AFRICA LIMITED Nigeria 2017-2023 10 MYTILINEOS Heat and Power Generation North Macedonia 2022-2023 11 RIVERA DEL RIO Panama 2020-2023 12 ΜΕΤΚΑ BRAZI SRL Romania 2018-2023 13 SOMETRA S.A. Romania 2019-2023 14 DELTA PROJECT CONSTRUCT SRL Romania 2018-2023 15 ELEMKA SAUDI Saudi Arabia 2018-2023 16 MYTILINEOS BELGRADE D.O.O. Serbia 2018-2023 17 MYTILINEOS INTERNATIONAL COMPANY AG "MIT Co" Switzerland 2018-2023 18 POWER PROJECT SANAYI INSAAT TICARET LIMITED SIRKETI Turkey 2021-2023 19 METKA INTERNATIONAL LTD (FZE) United Arab Emirates 2023 20 METKA INTERNATIONAL LTD (RAK) United Arab Emirates 2023 21 PROTERGIA ENERGY ALBANIA LTD Albania 2022-2023 22 PROTERGIA ENERGY DOOEL Skopje North Macedonia 2022-2023 23 METKA EGN AUSTRALIA PTY LTD Australia 2018-2023 24 METKA EGN AUSTRALIA (QLD) PTY LTD Australia 2021-2023 25 METKA EGN AUSTRALIA PTY HOLDINGS LTD* Australia 2018-2023 26 TERRANOVA ASSETCO PTY LTD* Australia 2018-2023 27 WAGGA-WAGGA OPERATIONS CO PTY LTD Australia 2017-2023 28 WAGGA-WAGGA PROPERTY CO PTY LTD Australia 2017-2023 29 JUNEE OPERATIONS CO PTY LTD Australia 2018-2023 30 JUNEE PROPERTY CO PTY LTD Australia 2017-2023 31 COROWA OPERATIONS CO PTY LTD Australia 2018-2023 32 COROWA PROPERTY CO PTY LTD Australia 2017-2023 33 MOAMA OPERATIONS CO PTY LTD* Australia 2018-2023 34 MOAMA PROPERTY CO PTY LTD* Australia 2017-2023 35 KINGAROY PROPERTY CO PTY LTD* Australia 2017-2023 36 GLENELLA PROPERTY CO PTY LTD* Australia 2017-2023
7. Annual Financial Statements
392
Annual Financial Report for the period
from the 1
st
January to the 31
st
December 2023
37 METKA EGN AUSTRALIA HOLDINGS TWO PTY LTD Australia 2019-2023 38 MOURA SOLAR FARM HOLDINGS PTY LTD* Australia 2020-2023 39 WYALONG SOLAR FARM HOLDINGS PTY LTD* Australia 2020-2023 40 MAVIS SOLAR FARM AUSTRALIA HOLDINGS PTY LTD* Australia 2020-2023 41 POLLDALE SF HOLDINGS PTY LTD (ex. PENRITH BESS HOLDINGS PTY LTD)* Australia 2020-2023 42 TERRANOVA HOLDCO PTY LTD* Australia 2020-2023 M RENEWABLES AUSTRALIA DEVELOPMENTS PTY LTD (FORMERLY EPC HOLDCO 43 Australia 2020-2023 PTY LTD) 44 MOURA SOLAR FARM SPV PTY LTD* Australia 2020-2023 45 WYALONG SOLAR FARM PTY LTD Australia 2020-2023 46 MAVIS SOLAR FARM PTY LTD* Australia 2020-2023 47 MOURA SOLAR FARM SPV HOLDINGS PTY LTD* Australia 2020-2023 48 METKA EGN Burkina Faso Burkina Faso 2020-2023 49 METKA-EGN CHILE SPA Chile 2020-2023 50 INVERSIONES FOTOVOLTAICAS SPA* Chile 2020-2023 51 CAMPANILLAS SOLAR SPA* Chile 2020-2023 52 TAMARICO SOLAR DOS SPA* Chile 2020-2023 53 DONA ANTONIA SOLAR SPA* Chile 2020-2023 54 PLANTA SOLAR TOCOPILLA SPA* Chile 2020-2023 55 METKA-EGN LTD Cyprus 2017-2023 56 METKA EGN Holdings 1 Limited* Cyprus 2019-2023 57 SANTIAM INVESTMENT V LTD Cyprus 2020-2023 58 SANTIAM INVESTMENT VI LTD Cyprus 2020-2023 59 SANTIAM INVESTMENT I LTD* Cyprus 2018-2023 60 SANTIAM INVESTMENT II LTD* Cyprus 2018-2023 61 SANTIAM INVESTMENT III LTD* Cyprus 2018-2023 62 SANTIAM INVESTMENT IV LTD* Cyprus 2018-2023 63 METKA EGN FRANCE SRL France 2020-2023 64 HERA SUN POWER PRIVATE LIMITED* India 2022-2023 65 GOREYSBRIDGE SPV LIMITED* Ireland 2019-2023 66 GOREY SPV LIMITED* Ireland 2019-2023 67 METKA EGN ITALY S.R.L. Italy 2020-2023 68 MYT DEVELOPMENT INITIATIVES SRL Italy 2021-2023 69 FAMILY ENERGY SRL Italy 2019-2023 70 CATCH THE SUN SRL Italy 2020-2023 71 METKA EGN SARDINIA SRL* Italy 2018-2023 72 METKA EGN APULIA SRL* Italy 2018-2023 73 MY SUN SRL* Italy 2018-2023 74 METKA EGN RENEWABLES DEVELOPMENT ITALY S.R.L.* Italy 2021-2023 75 MYT ENERGY DEVELOPMENT SRL * Italy 2021-2023 76 CATCH THE SUN 2 S.R.L.* Italy 2021-2023 77 CATCH THE SUN 3 S.R.L. Italy 2021-2023 78 CATCH THE SUN 4 S.R.L. Italy 2021-2023 79 CATCH THE SUN 5 S.R.L.* Italy 2021-2023 80 CATCH THE SUN 6 S.R.L. Italy 2021-2023
7. Annual Financial Statements
393
Annual Financial Report for the period
from the 1
st
January to the 31
st
December 2023
81 MYT SARDINIA 1 S.R.L.* Italy 2022-2023 82 MYT SARDINIA 2 S.R.L.* Italy 2022-2023 83 MYT SARDINIA 3 S.R.L.* Italy 2022-2023 84 MYT SARDINIA 4 S.R.L.* Italy 2022-2023 85 MYT SARDINIA 5 S.R.L.* Italy 2022-2023 86 MYT SARDINIA 6 S.R.L.* Italy 2022-2023 87 ΜΕΤΚΑ EGN KZ LLP Kazakhstan 2018-2023 88 METKA GENERAL CONTRACTOR CO. LTD Korea 2018-2023 89 METKA KOREA LTD* Korea 2018-2023 90 VIGA KOREA TAEAHN Inc.* Korea 2018-2023 91 MK SOLAR CO. LTD.* Korea 2020-2023 92 HANMAEUM ENERGY CO., LTD.* Korea 2020-2023 93 METKA EGN MEXICO, S. DE R.L. DE C.V. Mexico 2018-2023 94 METKA EGN Mexico Holding S.A. DE C.V.* Mexico 2020-2023 95 METKA CYPRUS PORTUGAL HOLDINGS Portugal 2021-2023 96 METKA CYPRUS PORTUGAL 2* Portugal 2019-2023 97 METKA CYPRUS PORTUGAL 3* Portugal 2019-2023 98 CENTRAL SOLAR DE DIVOR LDA* Portugal 2020-2023 99 CENTRAL SOLAR DE FALAGUEIRA DLA* Portugal 2020-2023 100 METKA EGN ROM S.R.L. Romania 2021-2023 101 SOLAR REVOLUTION S.R.L. (Kinisi) Romania 2021-2023 102 SOLAR RENEWABLE S.R.L. (Mosteni)* Romania 2020-2023 103 MYT HOLDCO CLEAN ENERGY S.R.L.* Romania 2022-2023 104 METKA EGN SINGAPORE PTE LTD Singapore 2019-2023 105 METKA EGN Singapore Holdings Pte Ltd Singapore 2020-2023 106 METKA EGN SINGAPORE HOLDINGS 2 PTE. LTD* Singapore 2020-2023 107 METKA EGN SINGAPORE HOLDINGS 3 PTE. LTD* Singapore 2020-2023 108 MAVIS SOLAR FARM SINGAPORE PTE. LTD* Singapore 2020-2023 109 MOURA SOLAR FARM PTE. LTD.* Singapore 2020-2023 110 WYALONG SOLAR FARM PTE. LTD.* Singapore 2020-2023 111 PENRITH BESS HOLDING PTE LTD* Singapore 2020-2023 112 METKA EGN SINGAPORE HOLDINGS 4 PTE * Singapore 2021-2023 113 ROSEDALE SOLAR HOLDINGS PTE LTD* Singapore 2022-2023 114 METKA EGN SPAIN SLU Spain 2019-2023 115 METKA EGN SOLAR 2 SOCIEDAD LIMITADA Spain 2019-2023 116 METKA EGN SOLAR 5 SOCIEDAD LIMITADA Spain 2019-2023 117 METKA EGN SPAIN HOLDING 2 SL Spain 2020-2023 118 METKA EGN SOLAR 1 SOCIEDAD LIMITADA* Spain 2019-2023 119 METKA EGN SOLAR 3 SOCIEDAD LIMITADA* Spain 2019-2023 120 METKA EGN SOLAR 6 SOCIEDAD LIMITADA* Spain 2019-2023 121 METKA EGN SOLAR 7 SOCIEDAD LIMITADA* Spain 2019-2023 122 METKA EGN SOLAR 8 SOCIEDAD LIMITADA* Spain 2019-2023 123 METKA EGN SOLAR 9 SOCIEDAD LIMITADA* Spain 2019-2023 124 METKA EGN SOLAR 10 SOCIEDAD LIMITADA* Spain 2019-2023 125 METKA EGN SOLAR 11 SOCIEDAD LIMITADA* Spain 2019-2023 126 METKA EGN SOLAR 12 SOCIEDAD LIMITADA* Spain 2019-2023
7. Annual Financial Statements
394
Annual Financial Report for the period
from the 1
st
January to the 31
st
December 2023
127 METKA EGN SOLAR 13 SOCIEDAD LIMITADA* Spain 2019-2023 128 METKA EGN SOLAR 14 SOCIEDAD LIMITADA* Spain 2019-2023 129 METKA EGN SOLAR 15 SOCIEDAD LIMITADA* Spain 2019-2023 130 METKA EGN SOLAR 16 SOCIEDAD LIMITADA* Spain 2020-2023 131 METKA EGN SOLAR 17 SOCIEDAD LIMITADA* Spain 2020-2023 132 METKA EGN SOLAR 18 SOCIEDAD LIMITADA* Spain 2020-2023 133 METKA EGN SOLAR 19 SOCIEDAD LIMITADA* Spain 2020-2023 134 METKA EGN SOLAR 20 SOCIEDAD LIMITADA* Spain 2020-2023 135 METKA EGN SOLAR 21 SOCIEDAD LIMITADA* Spain 2020-2023 136 METKA EGN SOLAR 22 SOCIEDAD LIMITADA* Spain 2020-2023 137 METKA EGN SOLAR 23 SOCIEDAD LIMITADA* Spain 2020-2023 138 METKA EGN SOLAR 24 SOCIEDAD LIMITADA* Spain 2020-2023 139 METKA EGN SOLAR 25 SOCIEDAD LIMITADA* Spain 2020-2023 140 METKA EGN SOLAR 26 SOCIEDAD LIMITADA* Spain 2020-2023 141 METKA EGN SOLAR 27 SOCIEDAD LIMITADA* Spain 2020-2023 142 METKA EGN SOLAR 28 SOCIEDAD LIMITADA* Spain 2020-2023 143 METKA EGN SOLAR 29 SOCIEDAD LIMITADA* Spain 2020-2023 144 METKA EGN SOLAR 30 SOCIEDAD LIMITADA* Spain 2020-2023 145 METKA EGN SOLAR 31 SOCIEDAD LIMITADA* Spain 2020-2023 146 METKA EGN SOLAR 32 SOCIEDAD LIMITADA* Spain 2020-2023 147 METKA EGN SOLAR 33 SOCIEDAD LIMITADA* Spain 2020-2023 148 METKA EGN SOLAR 34 SOCIEDAD LIMITADA* Spain 2020-2023 149 METKA EGN SOLAR 35 SOCIEDAD LIMITADA* Spain 2020-2023 150 METKA EGN SOLAR 36 SOCIEDAD LIMITADA* Spain 2020-2023 151 METKA EGN SOLAR 37 SOCIEDAD LIMITADA* Spain 2020-2023 152 METKA EGN SOLAR 38 SOCIEDAD LIMITADA* Spain 2020-2023 153 METKA EGN SOLAR 39 SOCIEDAD LIMITADA* Spain 2020-2023 154 METKA EGN SOLAR 40 SOCIEDAD LIMITADA* Spain 2020-2023 155 METKA EGN GREEN POWER HOLDINGS CO LTD* Taiwan 2021-2023 156 METKA-EGN UGANDA SMC LTD Uganda 2018-2023 157 METKA-EGN LIMITED United Kingdom 2022-2023 158 FALAG Holdings Limited* United Kingdom 2022-2023 159 CROOME AIRFIELD SOLAR LIMITED* United Kingdom 2022-2023 160 EEB13 Limited (Cordon)* United Kingdom 2022-2023 161 METKA EGN RENEWCO HOLDING LIMITED* United Kingdom 2022-2023 162 METKA EGN TW HOLDINGS LIMITED* United Kingdom 2022-2023 163 WATNALL ENERGY LIMITED* United Kingdom 2022-2023 164 SSPV1 LIMITED (Carey)* United Kingdom 2022-2023 165 METKA EGN REGENER8 HOLDING LIMITED* United Kingdom 2022-2023 166 REGENER8 SPV 1 LIMITED* United Kingdom 2022-2023 167 REGENER8 SPV 2 LIMITED* United Kingdom 2022-2023 168 REGENER8 SPV 3 LIMITED* United Kingdom 2022-2023 169 REGENER8 SPV 4 LIMITED* United Kingdom 2022-2023 170 MYT UK HOLDING 1 LIMITED* United Kingdom 2022-2023 171 METKA EGN CENTRAL ASIA Uzbekistan 2020-2023 172 MYT STRUGA SP. ZOO* Poland 2022-2023
7. Annual Financial Statements
395
Annual Financial Report for the period
from the 1
st
January to the 31
st
December 2023
173 MYT WITKOW SP. ZOO* Poland 2022-2023 174 MYT HRVATSKA D.o.o.* Croatia 2022-2023 175 MOURA SF FINANCE CO PTY LTD* Australia 2022-2023 176 WYALONG SF FINANCE CO PTY LTD* Australia 2022-2023 177 KINGAROY SF FINANCE CO PTY LTD* Australia 2022-2023 178 METKA SOL LTD Cyprus 2019-2023 179 METKA-EGN Holdings 2 LTD Cyprus 2022-2023 180 METKA-EGN Holdings 3 LTD Cyprus 2022-2023 181 SELSSE Solar Holdings I Limited United Kingdom 2022-2023 182 MYT UK Holding 4 Limited United Kingdom 2022-2023 183 MYT UK Holding 5 Limited United Kingdom 2022-2023 184 UBH SOLAR ITALIA S.R.L. Italy 2022-2023 185 SOLAR CHALLENGE 3 S.R.L.* Italy 2022-2023 186 NLSOLARE S.R.L.* Italy 2022-2023 187 LUXENIA S.R.L.* Italy 2022-2023 188 NAMWOON A CO LTD* Korea 2022-2023 189 NAMWOON B CO LTD* Korea 2022-2023 190 DOCKING FARM SOLAR LTD* United Kingdom 2022-2023 191 NORTH FARM SOLAR EXTENSION LTD* United Kingdom 2022-2023 192 SELSSE SOLAR HOLDINGS IV LTD* United Kingdom 2022-2023 193 MYT UK Holding 2 Limited United Kingdom 2022-2023 194 MYT UK Holding 3 Limited United Kingdom 2022-2023 195 HAUNTON FARMERS' SOLAR Limited* United Kingdom 2022-2023 196 WHIRLBUSH SOLAR Limited* United Kingdom 2022-2023 197 Green Farm Solar Limited United Kingdom 2022-2023 198 MYT EPC Ireland Limited Ireland 2022-2023 199 SUNLIGHT VENTURE SRL* Romania 2022-2023 200 MYT APULIA STORAGE 1 S.r.l* Italy 2022-2023 201 MYT APULIA STORAGE 2 S.r.l* Italy 2022-2023 202 MYT APULIA STORAGE 3 S.r.l* Italy 2022-2023 203 MYT APULIA H2 S.R.L* Italy 2022-2023 204 RENEWABLE ADVENTURE 3 S.R.L* Italy 2022-2023 205 VIFRA ENERGY S.R.L. Italy 2022-2023 206 MYT GG ENERGY 8 S.R.L (ex GREEN GENIUS 8 S.R.L) * Italy 2022-2023 207 MYT GG ENERGY 16 S.R.L (ex GREEN GENIUS 16 S.R.L) * Italy 2022-2023 208 GREEN GENIUS 7 S.R.L * Italy 2022-2023 209 MUNNA CREEK HOLDING PTE LTD* Singapore 2022-2023 210 ΜΥΤ Bulgaria EOOD Bulgaria 2022-2023 211 BRYANT HOLDINGS LIMITED Cyprus 2020-2023 212 Coral Solar SL* Spain 2022-2023 213 CENTRAL SOLAR DA AJUDA, LDA. * Portugal 2022-2023 214 CENTRAL SOLAR DE ESCORVAS LDA. * Portugal 2022-2023 215 Desarrollos Solares de Tomelloso SL* Spain 2022-2023 216 Estrella Solar SL* Spain 2022-2023 217 ABACUS International EOOD (EX ZEFERO EOOD) Bulgaria 2018-2023 218 Mytilineos Energy Trading Chile SpA Chile 2022-2023
7. Annual Financial Statements
396
Annual Financial Report for the period
from the 1
st
January to the 31
st
December 2023
219 RAPELCO SOLAR SpA Chile 2022-2023 220 BELLAVISTA SOLAR SpA Chile 2022-2023 221 TALHUAN CULENCO SOLAR SpA Chile 2022-2023 222 PRIMERA AGUA LOS PINOS SOLAR SpA Chile 2022-2023 223 Demeter Sun Power Limited* India 2022-2023 224 Hades Sun Power Limited* India 2022-2023 225 Hermes Sun Power Limited* India 2022-2023 226 FRUGAL ENERGY PRIVATE LTD* India 2022-2023 227 Ballyhales Solar SPV LTD* Ireland 2019-2023 228 Carrick Solar SPV LTD* Ireland 2019-2023 229 Cahir solar spv ltd* Ireland 2019-2023 230 MYT SOLAR CORALLO S.r.l.* Italy 2019-2023 231 MYT EOLO 1 S.R.L. Italy 2022-2023 232 FB ENERGY S.r.l. Italy 2020-2023 233 MYT ENERGY CLUSTER HOLDING S.R.L.* Italy 2023 234 MYT STORAGE SYSTEM S.R.L.* Italy 2020-2023 235 METKA EGN Singapore Holdings 5 Pte. Ltd.* Singapore 2022-2023 236 Upper Hunter Holding Pte Ltd* Singapore 2022-2023 237 Moama Holding Pte Ltd* Singapore 2022-2023 238 Youngchangri Power Plant Co., Ltd* Korea 2017-2023 239 FALCADE SP. ZO.O* Poland 2022-2023 240 GEROCARNE SP. ZO.O* Poland 2022-2023 241 NARBOLIA SP. ZO.O* Poland 2022-2023 242 ORTUCCHIO SP. ZO.O* Poland 2022-2023 243 JRD Solar Srl (Mereni)* Romania 2018-2023 244 Solar Challenge Srl (Mihailesti)* Romania 2020-2023 245 Galicnord SRL (Melinesti)* Romania 2018-2023 246 ENERGY PARTNERS ALPHA SOLAR SRL (LANCA)* Romania 2021-2023 247 MYT AP 1 SRL* Romania 2023 248 MYT APUZ SRL* Romania 2023 249 MYT COSTE SRL* Romania 2023 250 MYT SOLAR ENERGY SRL* Romania 2023 251 MYT APCOS SRL* Romania 2023 252 MYT Clean Energy NM DOOEL Skopje* North Macedonia 2022-2023 253 Hollyhurst Farm Limited United Kingdom 2022-2023 254 Blounts Court Farm Limited United Kingdom 2022-2023 255 POLLDALE SOLAR FARM PTY LTD Australia 2021-2023 256 CLARA ENERGY ROSEDALE PTY LTD Australia 2022-2023 257 Munna Creek Solar Farm Investments PTY Ltd* Australia 2022-2023 258 Munna Creek Solar Farm Hold Co PTY Ltd* Australia 2022-2023 259 UPPER HUNTER SF FINANCE CO (FORMERLY UPPER HUNTER SOLAR FARM PTY LTD) Australia 2021-2023 260 SOLAR MYT GRH2 SRL* Romania 2023 261 MYTILINEOS BESS CHILE SpA Chile 2023 262 LOGOTOMA SOLAR SpA Chile 2023 263 HELIA ENERGY PARK PRIVATE LIMITED India 2022-2023
7. Annual Financial Statements
397
Annual Financial Report for the period
from the 1
st
January to the 31
st
December 2023
264 MYT CASTELLANETA FTV SRL Italy 2023 265 MYT CIMINNA STG SRL Italy 2023 266 MYT SICILY RENEWABLES S.R.L (EX MYT SARDINIA CONNECTION SRL) Italy 2023 267 MYT APULIA CONNECTION SRL (EX MYT TARANTO STORAGE SRL) Italy 2023 268 MYT RENEWABLES CONNECTION SRL Italy 2023 269 SAN LAZZARO SRL Italy 2022-2023 270 MYT RENEWABLES DEVELOPMENT 1 SRL Italy 2023 271 MYT RENEWABLES DEVELOPMENT 2 SRL Italy 2023 272 MYT RENEWABLES DEVELOPMENT 3 SRL Italy 2023 273 MYT RENEWABLES DEVELOPMENT 4 SRL Italy 2023 274 MYT RENEWABLES DEVELOPMENT 5 SRL Italy 2023 275 M STORAGE MAR PICCOLO S.R.L. Italy 2023 276 M FLOATING MAR PICCOLO S.R.L. Italy 2023 277 RENEWABLES ADVENTURE S.R.L. Italy 2020-2023 278 RENEWABLES ADVENTURE 2 S.R.L. Italy 2021-2023 279 MYTILINEOS HOLDING ITA 1 SRL Italy 2023 280 ATON ROOF 2 SRL Italy 2023 281 IMPERIALE SRL Italy 2023 282 REMESINA SRL Italy 2023 283 RENEWABLES ADVENTURE 8 S.R.L. Italy 2022-2023 284 GOONGRI JOOMIN GREEN ENERGY Korea 2023 285 VIGA KOREA CHUNGNAM INC Korea 2023 286 YOUNGAM SOLAR Korea 2023 287 HAMYANG SOLAR CO. LTD Korea 2023 288 JEI VIGA INC. Korea 2023 289 HANMAEUM PV CO., LTD Korea 2016-2023 290 NYTI PORTUGAL UNIPESSOAL LDA (Fundao) Portugal 2023 291 REHEL UNIPESSOAL LDA (Pinhel) Portugal 2023 292 PERFORMAN LARK SL( Medina) Spain 2023 293 EXPANSION HABIT SL (Mudarra) Spain 2023 294 MYT Poland Sp. Zo.o Poland 2022-2023 295 NAPOCA EAST GATE DEVELOPMENT (Letca Noua) Romania 2023 296 MYT NZ DEVELOPMENT HOLDCO PTE LTD Singapore 2023 297 MUNNA CREEK SF FINANCE CO PTY PTD Australia 2023 298 Upper Hunter SF Holdings Pty Ltd* Australia 2022-2023 299 MOAMA SF HOLDCO PTY LTD Australia 2018-2023 300 GEORGETOWN SOLAR INC Canada 2023 301 GEORGETOWN INTERMEDIATE HOLDCO LIMITED Canada 2023 302 MYTILINEOS MINERALS Ghana 2023 303 MYTILINEOS (NZ) PTY LIMITED New Zealand 2023 304 M RENEWABLES NZ DEVELOPMENTS PTY LIMITED New Zealand 2023 305 WAIKINO PROJECT PTY LIMITED New Zealand 2023 306 OHINEWAI PROJECT PTY LIMITED New Zealand 2023 307 GLENBROOK PROJECT PTY LIMITED New Zealand 2023
7. Annual Financial Statements
398
Annual Financial Report for the period
from the 1
st
January to the 31
st
December 2023
308 TE KOWHAI PROJECT PTY LIMITED New Zealand 2023 309 BUNNYTHORPE PROJECT PTY LIMITED New Zealand 2023 310 GL17 OOD (Nova Zagora 2) Bulgaria 2018-2023 311 SUNNYNOOK INTERMEDIATE HOLDCO LIMITED Canada 2023 312 ALBERT SOLAR ENERGY SRL Romania 2023 313 GIASS SOLAR ENERGY SRL Romania 2023 314 VGM SOLAR ENERGY SRL Romania 2023 315 Energy Ava Yarz LLC Iran 2023
3.39.2 Other Contingent Assets & Liabilities
Extraordinary contribution of 6% for High Efficiency Cogeneration of Heat and Power plant
According to the informatory notes sent by the societe anonyme named Renewable Energy Sources Operator and Guarantees of
Origin (DAPEEP SA) on 01.02.2019 to the Company, an extraordinary contribution was imposed upon the total income of
electricity quantities injected to the transmission system from the High-Efficiency Cogeneration of Heat and Power (CHP) plant
of the of Metallurgy Business Unit.
From the interpretation of the relevant law provision (article 157 of law 4579/2020), taking also into consideration the
parliament’s explanatory memorandum, results, that legally, regulatory and economically- technically, it is correct and
reasonable to calculate this extraordinary contribution exclusively on the part of the income (turnover) of the dispatched
electricity quantities from the CHP plant which is paid by DAPEEP and concerns the special account for renewable energy sources
(ELAPE), and not for the part of the generated electricity, which relates to the wholesale electricity market and is invoiced to the
societe anonyme Hellenic Energy Exchange SA (HEnEx). The amount disputed by the Company amounts to €2.3 million.
The Company filed an appeal before the administrative courts against the Greek State and DAPEEP for the annulment of the
informatory note for the extraordinary contribution of article 157 of law 4759/2020. In addition, the Company intends refer also
to Greek civil courts in order to obtain a judiciary acknowledgement that DAPEEP, contrary to contract and the law, charged the
Company with the said contribution on the total income from the production of the CHP plant. The positive outcome of the above
cases is contemplated by the Company.
Dispute with the company IMERIS Bauxites (former ELMIN Bauxites)
Since 2017, the Company has been in dispute with IMERIS Bauxites (hereinafter IB) before the Hellenic Competition Commission
(HCC), following a Company’s complaint for abuse of a dominant position. The procedure before the Commission was completed
in June 2021, the final memoranda were submitted on 11.08.2021 and on 19.01.2023 the HCC issued decision No. 807/2023,
which was notified to the Company on 12.04.2023. The decision determines abuse of a dominant position, forbids such conduct
of IB in the future and imposes fine on IB. In parallel, a new complaint was filed by the Company in April 2021, the examination
of which is pending.
The commercial relationship between the two companies had been regulated since 2017 until the end of 2019, by temporary
agreements dictated by interventions and a decision on precautionary measures of the HCC. For the years 2020 and 2021 IB had
been invoicing the Company without an
7. Annual Financial Statements
399
Annual Financial Report for the period
from the 1
st
January to the 31
st
December 2023
agreement with the latter, and the Company disputed the above invoicing, as it considered that it did not correspond to a
reasonable and worthy price for the supply of such metallurgical bauxite. Consequently, the Company registered in its books and
paid for the delivered quantities at the price agreed under the latest contract, which coincided with that of a decision of
precautionary measures issued in the past by the HCC.
In May 2021, the Company filed a claim and application for interim measures before the civil courts, accompanied by a request
for an interim injunction ordering IB to monthly supply of the Company as a priority with a monthly quantity and at a reasonable
and fair price in the opinion of the Company. IB filed an application for revocation of the interim injunction issued in favor of the
Company, which was rejected. IB also filed a counterclaim in which it requested to be awarded the amount of €5.1 million, which
corresponds to the difference in the final prices for the supply of bauxite during the period from 01.01.2020 to 28.02.2021,
compared to the price paid by the Company to IB. A ruling on the application for injunctive measures was never issued, as the
Court of First Instance issued a ruling on the above claim and counterclaim, which partially accepted the Company's claim and
obliged IB to supply the Company, from the time of filing the claim and for a period of one (1) year, with bauxite of specific
quantity and at specific price. Accordingly, it accepted IB's claim and obliged the Company to pay to IB the amount of €5.1 million,
as per above. The Company paid the aforementioned amount with reservation and, same as IB, filed an appeal against the ruling.
The hearing of the appeals is set for 22/02/2024.
In parallel and in light of the HCC’s decision, the two companies entered into negotiations regarding the acquisition of IB by the
Company, which were concluded with the execution of an agreement dated 04.09.2023 for the acquisition of IB, subject to prior
approval by the HCC. HCC granted its unreserved approval on 20.12.2023 and the final transfer of shares took place on
31.01.2024.
Upon completion of the acquisition, the parties resigned from all pending litigation procedures and waived relevant rights.
Petitions for annulment of Regulatory Authority for Energy (RAE) decisions – CHP plant
The Company filed before the Council of State: (a) petition for annulment of RAE’s decision no. 80/2016 entitled “Management
of condensate heat during the calculation of cogeneration efficiency for the Approval of Special Operating Conditions of CHP
plant”; and (b) petition for annulment of RAE’s decision no 410/2016 entitled “Amendment of RAE’s decision no. 1599/201, with
which it was approved the Issue "Cash Specifications and Size Measurements at the request of the ministerial decision no Δ6 / Φ1
/ οικ.8786 / 06.05.2010 for the implementation of the System of Guarantees of Origin of the Electricity from RES and High
Efficiency CHP and its Ensuring Mechanism”.
The Company also filed before the Athens Administrative Court of Appeal a petition for annulment of RAE’s decision no. 334/2017
entitled “On the application of the societe anonyme ALUMINUM OF GREECE BEAE and the distinctive title "ΑΤΕ” for the revision
of RAE’s decision no. 569/2016”; (b) of RAE’s decision no. 569/2016 entitled "Efficiency Control and Determination of Special
Operating Conditions of the Distributed HE-CHP unit of the societe anonyme ALUMINUM OF GREECE BEAE (SA)”.
From the combination of the above decisions, the cogeneration efficiency of the CHP plant of the Metallurgy Business Unit is
negatively affected, as they change the calculation method for the amount of high efficiency electricity, including by subtracting
the thermal energy contained in returnable concentrate, when calculating the total efficiency of the unit, resulting in a reduction
in unit revenue.
The decisions of the Council of State were issued, according to which the Company’s petitions for annulment have been rejected.
On the contrary to the decision no. 1652/2022 of the Supreme Court of Justice, the Company’s application before the
7. Annual Financial Statements
400
Annual Financial Report for the period
from the 1
st
January to the 31
st
December 2023
Administrative Court of Appeal of Athens for the annulment of no. 334/2017 of the RAE decision was accepted and the above
decisions were deemed illegal and annulled. It is also noted that, on the one hand, the annulment decision has retroactive effect,
resulting in the administrative act being annulled to be considered as if it never existed, while on the other hand, even an appeal
against the decision has no effect of suspension.
In view of the above, the decision RAE 569/2016 is considered as if it never existed and the duty to comply with the decision No.
1652/2022 of the Administrative Court of Appeal of Athens mandates that the pricing of electricity for the period from 12.1.2017
onwards be corrected immediately, based on the decisions RAE 700/2012 and 341/2013 and according to the specific provisions
in the Appendix attached thereto. RAE filed an appeal against the above decision, the discussion of which has not yet been set.
Litigation between METKA-EGN LIMITED and Canadian Solar EMEA GmbH
As of November 2021, the 100% subsidiary of the Company, named METKA-EGN LIMITED, based in Cyprus, has been in dispute
with the company named Canadian Solar EMEA GmbH. Specifically, in December 2020, METKA-EGN LIMITED and Canadian Solar
EMEA GmbH entered into a framework agreement for the supply of equipment for photovoltaic plants, in which METKA-EGN
LIMITED has interests in. The contracting parties disagree as to the interpretation of some contractual terms and the fulfilment
of specific contractual obligations on both sides. METKA-EGN LIMITED has resorted to arbitration before the London Court of
International Arbitration raising claims in the region of 76.5 million USA dollars. In connection with these claims, METKA-EGN
LIMITED requested the forfeiture of the letter of guarantee that the counterparty had delivered to it for the amount of 11.8million
USA dollars and the issuance of ruling on this request is pending before the Chinese courts. Accordingly, Canadian Solar EMEA
GmbH requested forfeiture of the balance under letter of guarantee that METKA-EGN LIMITED had delivered and the issuance of
ruling on this request is pending before the Greek courts. The hearing of the first phase of the arbitration proceedings regarding
allocation of liability to Canadian Solar EMEA GmbH took place in June 2023 and ruling on the case of liability was issued in favour
of METKA-EGN LIMITED. Following, the parties entered into negotiations, that were successfully concluded in January 2024 and
the litigation was resolved amicably by Canadian Solar EMEA GmbH paying METKA-EGN LIMITED the amount of 39million USA
dollars, in full and complete settlement of its obligations.
Company’s other Contingent Assets & Liabilities
There are other potential third party claims of €1.53 million 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 €0,58 million.
7. Annual Financial Statements
401
Annual Financial Report for the period
from the 1
st
January to the 31
st
December 2023
3.39.3 Guarantees
Out of the above mentioned parent company guarantees in note 3.32 and 3.38 there are guarantees amount of €457,03 million
Group guarantees and €192,34 million parent company guarantees on behalf of customers and suppliers.
3.40 Post Balance sheet events
On 2 January 2024 – The European Investment Bank (EIB) committed €400 million to support a significant new investment for
MYTILINEOS Energy & Metals, which will accelerate renewable energy production across Greece and other EU countries.
MYTILINEOS will deploy a new portfolio of solar PV and battery storage systems (BESS) projects in the period through 2027 that
will add capacity of approximately 2.6GW. The investment’s value is estimated to total €2.5 billion with projects rolled out across
the EU. The new facilities will be located in various less developed and transition areas across Greece and the EU. The EIB’s
financing will thus support new investment in cohesion regions where per-capital income is lower than EU average, thus affirming
the EU bank’s commitment to equitable growth and the convergence of living standards.
On 5 January 2024 - MYTILINEOS S.A. announced that according to the terms of the Common Bond Loan issued on 10.07.2023 by
the Company, the record date for the beneficiaries of interest for the 1st interest period is Tuesday January 9, 2024. As of Monday
January 8, 2024 (Ex-coupon date) the Company's bonds in connection to the Bond Loan will be traded on the Athens Exchange
without the right to receive the interest corresponding to the 1st interest payment period. The gross interest amount for the 1st
Interest Period which corresponds to 500,000 bonds currently traded on the Organized Market of the Athens Stock Exchange is
€10,222,222.22 i.e. €20.444444 per bond, of nominal value 1,000 euros, and has been calculated at an annual interest rate of
4.00% (before tax), on an actual over 360 basis (act/360). The payment of the interest amount due to the bondholders will take
place though “HELLENIC CENTRAL SECURITIES DEPOSITARY S.A.” (ATHEXCSD) on Wednesday January 10, 2024, as follows:
Through the operators of the beneficiaries in the Dematerialized Security System (D.S.S.) (Banks and Securities firms) for the
bondholders that have authorized their operators for the collection, according to D.S.S. Operations Regulation and the ATHEXCSD
relevant resolutions.
Especially in cases of interest payments:
a) to heirs of deceased beneficiaries whose titles are kept in the Deceased’s Account, under the management of ATHEXCSD
according to D.S.S. Operations Regulation,
b) in cases where the beneficiary holds his titles in a securities/brokerage firm under liquidation or in a special provisional transfer
account,
the payment of the amount due will be made: i) through ATHEXCSD within one (1) year from the date of payment (to the legal
heirs after the completion of their legalization), and ii) through a cash deposit in the Consignment Deposits and Loans Fund (TPD)
after the lapse of one (1) year. It is hereby noted that in accordance with current legislation, the right to collect interest amount
expires, if not collected within the time limit of five (5) years, and any relevant amount shall be reimbursed to the Hellenic
Republic.
7. Annual Financial Statements
402
Annual Financial Report for the period
from the 1
st
January to the 31
st
December 2023
On 10 January 2024 – MYTILINEOS Energy & Metals MYTILINEOS Energy & Metals reached financial close with lenders BNP
Paribas, Intesa San Paolo, Sumitomo Mitsubishi Banking Corporation, Rabobank and Santander Chile, on a 588 MWp non-
recourse solar portfolio. This portfolio was progressively acquired over 2020 and 2021 as part of MYTILINEOS’ strategic
investment into the Chilean market, one of the most promising solar power markets in the world, with abundant solar resource
and assertive decarbonization targets. The financing is structured with a construction & term facility of USD315m, VAT facility of
USD30m and USD32m of LC facilities. Once constructed, solar parks Willka, Doña Antonia, Tocopilla and Tamarico in Chile will
produce approximately 1.6 terrawatt-hour (TWh) of green electricity annually, representing a reduction of over 600 thousand
tons of carbon dioxide emissions per year. The majority of the power produced by the four projects will be sold to Enel Chile
under perspective 10-year power purchase agreements. The projects will also be eligible to receive capacity payments from the
network coordinator. This is MYTILINEOS’ first project financing in Chile, and its fifth project financing of solar PV projects
internationally. The total capacity of MYTILINEOS’ international RES portfolio, which consists of projects in over 30 countries and
is dynamically expanding exceeds 13.8GW with the operational and mature pipeline reaching at 4.9GW while projects in early
and middle stage of development sum up to 9GW. MYTILINEOS has also energy storage projects at various stages of development
with a maximum injection power of 1.1GW. Milbank and Larrain acted as borrower counsels, White & Case and Garrigues as
lender counsels, G-Advisory as technical advisor, DNV as market advisor, Marsh as insurance advisor and KPMG as tax advisor
and model auditor.
On January 31, 2024 – Τhe motorway “Aktio – Amvrakia” officially opened to traffic, a project successfully completed by METKA
SA, a subsidiary of MYTILINEOS Energy & Metals. The Aktio-Amvrakia motorway has a total length of 49 km. It is part of the Greek
Trans-European Network A52 and directly connects the Ionian Road from Amvrakia highway to the Airport of Aktio and the
underwater tunnel of Aktio, as well as the Vonitsa-Lefkada motorway. The company undertook the project “Aktio – Amvrakia” in
2020. With today’s latest delivery, METKA S.A. completes the project on time and with high quality standards. It was preceded
by the delivery of Amfilochia bypass section, 17,4km long in July 2022, 5 months earlier than the company’s contractual
obligation.
The project, albeit located within the prefecture of Aitoloakarnania, significantly benefits the wider geographical department
that includes the Aitoloakarnania – Lefkada – Preveza and Arta regions. Through the Aktio-Amvrakia motorway, the current
distance is reduced by 13 km, while the travel time to Lefkada and Preveza is reduced by 40 minutes, substantially contributing
to the further tourism development of the wider area. At the same time, the new modern highway is safer for residents and
visitors. In addition, the urban areas of Amfilochia and Vonitsa become safer and more humane since traffic will now be served
by the new highway significantly cutting down on exhaust emissions, noise and nuisance. The motorway consists of two lanes
per direction, of 3,50m wide each, one lane of guidance per direction, 0,50m wide and one central dividing islet. The project has
been implemented with the most modern technical specifications, innovative and special technical solutions. The following are
some indicative examples: The application of the method of vibratory replacement, the use of LED lighting fixtures in the street
lighting of the project to save energy, the use of modified asphalt to limit future maintenance needs and the shoring of drilled
trench slopes.
On 1 February 2024 – MYTILINEOS Energy & Metals following the announcements dated 05.09.2023 and 20.12.2023, hereby
announces the completion of the acquisition of 100% of the shares of IMERYS BAUXITES GREECE SINGLE MEMBER SOCIETE
7. Annual Financial Statements
403
Annual Financial Report for the period
from the 1
st
January to the 31
st
December 2023
ANONYME (IMERYS BAUXITES) and the change of the latter’s corporate name to “EUROPEAN BAUXITES”. This strategic move
broadens MYTILINEOS' portfolio and makes the company the largest bauxite producer in the European Union. The company
under its new name “EUROPEAN BAUXITES”, is now part of MYTILINEOS’ Metallurgy Sector (M Metals), together with
MYTILINEOS’ other 100% subsidiary, Delphi-Distomon.
On 5 February 2024 – MYTILINEOS Energy & Metals has obtained a Prospecting License from the Ghana Integrated Aluminium
Development Corporation (GIADEC) to explore and subsequently extract bauxite deposits in the Ninayhin – Mpasaaso region.
The signing ceremony took place in Accra on January 26
th
. Highlighting the successful Energy & Metals model and the synergies
resulting from it, MYTILINEOS seeks to implement a similar mode of operation in Ghana, already having an in-depth
understanding of the country's energy sector, through the execution of a multitude of energy projects. In the initial 18-month
implementation stage of the project, the company will conduct necessary studies to confirm reserves and develop mines.
Simultaneously, a comprehensive feasibility study will be conducted. The area containing the deposits under concession,
designated as Ninayhin Block C, is estimated to possess geological reserves of approximately 300 million tons of bauxite and is
anticipated to yield around 10 million tons of bauxite annually, equivalent to an estimated annual turnover of $500 million at
current market prices. MYTILINEOS, in collaboration with GIADEC, will assess the potential construction of an alumina production
unit, projecting an annual production capacity of up to 1.5 million tons. The current annual aluminum production in Agios
Nikolaos, Viotia, amounts to 865,000 tons. Through this concession, MYTILINEOS, as the sole vertically integrated company
producing bauxite, alumina, and cast aluminium in the European Union, remains committed to its strategy of ensuring diverse
supply sources globally and strengthening its position throughout the entire value chain of the aluminium industry. Bauxite has
been identified by the European Union as a strategic raw material critical for the digital and "green" transition, highlighting the
significance of this agreement in supporting global efforts against climate change. MYTILINEOS’ business model is anchored
around the creation of value for all stakeholders involved, committed to the highest international standards of ESG excellence.
In support of Ghana’s efforts to capitalize on its indigenous natural resources, MYTILINEOS aims to promote growth across all
aspects of economy and society by supporting local communities, engaging local sub-contractors, providing training programs
and creating over 1,500 quality new employment opportunities over time.
February 22, 2024 - MYTILINEOS Energy & Metals announces the establishment of a new production unit of advanced metal
constructions aiming to expand the range of manufactured products in order to exploit all possible synergies with MYTILINEOS’
existing unit in Nea Ionia, Volos.
Both units are part of MYTILINEOS’ Metals Sector.
The new unit will be built on a company-owned plot, recently purchased for this purpose in the 1st Industrial Zone of Volos.
This area was chosen as it already has excellent infrastructure, a railway connection to the port, and is fully covered by a natural
gas network. The building facilities located on the new plot cover an area of 10 acres and four production halls, while the plan
involves the construction of two additional production areas expected to cover eight acres with a lifting capacity of 20 tons.
Additionally, the area of the new unit is approximately 4 km away from Nea Ionia, Volos and the existing factory, which will allow
the creation of significant synergies in the operation of the two units.
7. Annual Financial Statements
404
Annual Financial Report for the period
from the 1
st
January to the 31
st
December 2023
For the new unit, the procurement of state-of-the-art mechanical equipment is planned, in order to be fully compatible with the
mechanical facilities of the factory in N. Ionia, to ensure the same quality result that distinguishes all MYTILINEOS' production
activities and the existing plant in Nea Ionia, in particular.
It is worth noting that this unit, under the Brand Name METKA-Volos, was established in 1963 with the aim of producing
lightweight metal constructions. Ever since, it has developed significant expertise in highly demanding metal applications and in
heavy and/or complex metal constructions with high-quality standards. Over the past two decades, it has been exporting 100%
of its production.
The investment cost has been budgeted at €60 million, while production is expected to commence in the second half of 2026.
Given the expansion of the Company's activities in Volos region, new jobs will arise, which should be filled by local staff. In
particular, with this investment, approximately 250 new employees will be required. Total workforce for both units in Volos is
expected to reach the 600 employees overall.
On 5 March 2024 - MYTILINEOS has successfully completed the first fire and commissioning of the 2nd gas turbine of Tobruk
Project, powering the Libyan grid with another 171MW.
When completed, the Tobruk power plant will be able to provide more than 740MW. The first turbine was erected in August
2021 and commissioned by the end of the year, boosting the country's energy system with approx. 160 MW. The third turbine is
expected to be operational at the end of March and the last at the end of May 2024.
MYTILINEOS has undertaken the engineering, procurement, and construction of the 740 MW simple cycle power generation plant
in Tobruk with dual fuel capability (natural gas or liquid fuel). The scope of the project includes the supply and installation of 2
General Electric GT13E2 gas turbines and 2 Ansaldo AE94.2 gas turbines in an open cycle configuration, as well as all the relevant
auxiliary equipment. It is noted that the efficiency of the turbine in open cycle configuration can exceed 38%.
MYTILINEOS signed recently and is also proceeding with the additional works for the operation of the Power Plant, including the
construction of LFO Tanks, a Fuel Oil Treatment Plant, a 220kV Gas Insulated Switchgear (GIS) and the relevant Gas Turbine
Buildings, under a 24-month schedule.
This project holds great importance not just for Libya's electricity provision but also for enhancing its energy self-sufficiency,
overall reconstruction initiatives, and the daily lives of its citizens.
In recent years, Libya has grappled with substantial power supply issues, characterized by prolonged blackouts that pose a
significant hindrance to the nation's economic advancement, energy security, and the well-being of its people.
The establishment of this power plant will promptly fortify the country's energy infrastructure, making it a pivotal undertaking
for Libya's revitalization.
On 20 March 2024 - Protergia powered by MYTILINEOS, Greece’s largest private energy company, continues to promote
sustainable energy consumption for its activities, while working on new services to reduce energy costs.
As the European Union invests in digital technology solutions for energy monitoring, there is enormous potential for increasing
energy efficiency, saving energy, and reducing energy billing and greenhouse gas (GHG) emissions. Protergia is actively seeking
opportunities to engage in research for a better future for all.
7. Annual Financial Statements
405
Annual Financial Report for the period
from the 1
st
January to the 31
st
December 2023
The Company has long time invested in the European Union's primary Research and Innovation framework "HORIZON ΕUROPE"
with aim of providing its customers with novel digital energy enhancement services. Protergia is participating in the following
new initiatives:
DIGITISE: The initiative introduces an end-to-end consumer empowerment framework that integrates energy and other sector
data (i.e., health, finance), novel market designs, advanced technologies and data intelligence-driven services towards the
establishment of sustainable cross-sector ecosystems that can effectively place consumers at the center of the energy transition
and facilitate their participation and engagement in energy activities.
ECLIPSE: The initiative aims to define a set of rules and conditions for the development of new energy consumers applications
and improvement of existing ones. These applications will provide to the final consumers with simple, useful and user-friendly
information on energy savings, and broader benefits (such as a reduction in CO2 and other financial and social incentives),
reinforcing at the same time the stability and resilience of electricity grids, by means of consumer flexibility (e.g., through smart
EV charging, shifting heating loads, self-consumption).
Building on previous Horizon initiatives (here and here) Protergia is committed to researching and developing smart energy
solutions to provide modern and reliable services and competitive products to its customers.
On 21 March 2024 - Alongside representatives of the regional government and neighboring communities, MYTILINEOS Energy &
Metals, developing the Doña Antonia solar project, and the La Verdiona Agricultural Community presented a project to safeguard
the archaeological heritage 'Panulcillo II' in the commune of Ovalle, in Chile.
The initiative aims to highlight the heritage value of the archaeological remains located in the La Verdiona Agricultural
Community, through the implementation of informative signs, the development of a pedestrian circuit, and, in a second stage,
the implementation of two rest areas with sustainable benches and trash bins.
During the event, which was attended by the Regional Secretary of Economy, Development, and Tourism, Pía Castillo, and the
Regional Secretary of Energy, María Castillo, as well as the mayor of the Municipality of Ovalle, Jonathan Acuña, and the director
of the Limarí Museum, Marco Sandoval, it was announced that the heritage conservation plan includes, in a second stage, the
development of benches, trash bins, and more signs using sustainable materials, recycling 1,200 kilos of plastic.
8. Availability of Financial Statements
406
Annual Financial Report for the period
from the 1
st
January to the 31
st
December 2023
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 2023 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.com).
Maroussi, 27 March 2024
Evangelos Mytilineos
I.D. No ΑΝ 094179/2017
Chairman of the Board & Chief Executive Officer
Eleftheria Kontogianni
I.D. No ΑO 507674/2020
Spyridon Kasdas
I.D. No ΑP 104707/2022
Chief Finance Officer
Vice-Chairman A’ of the Board
Ioannis Boubonaris
I.D. No ΑM 499302/2014
Panayiota Zacharaki
I.D. No ΑM 546618/2016
Finance & MIS Director
Senior Accounting Manager
8. Availability of Financial Statements
APPENDIX I
407
Annual Financial Report for the period
from the 1
st
January to the 31
st
December 2023
SEPARATED STATEMENT OF PROFIT AND LOSS OF THE FULLY INTEGRATED COMPANY
01.01-31.12.2023
(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)
706.517
18.626
0
53.308
0
0
778.452
Sales in ADMHE
1
0
0
89
0
0
90
Sales in DEDDHE
0
0
0
0
0
0
0
Sales of electricity to retail consumers
0
1.154.212
98
0
0
0
1.154.310
Exports of electricity
0
19.794
0
0
0
0
19.794
Other income
3.311
3.436
3.052
1.947
75.542
0
87.288
Sales of Natural Gas
0
0
1.647.123
0
0
0
1.647.123
Other Income of Natural Gas
0
0
1.477
0
0
0
1.477
Intercompany Sales
Supply of Electricity
0
7.808
0
0
0
0
7.808
Other Services
15
0
0
12
2.277
0
2.304
Intercompany Sales of Natural Gas
0
0
187.214
0
0
0
187.214
Income Of Other Group Operations
Income from other group operations
0
0
0
0
0
1.738.733
1.738.733
Total Income
709.845
1.203.876
1.838.964
55.357
77.818
1.738.733
5.624.593
Expenses & Purchases
Imports of electricity
0
(13.906)
0
0
0
0
(13.906)
Purchase of electricity from Energy Exchange Group & DAPEEP (ex LAGHE)
(168)
(782.430)
0
(85)
0
0
(782.682)
Purchase of electricity by 3rd parties
0
(28.585)
0
(37)
0
0
(28.622)
Services from ADMHE
(17)
(32.257)
0
0
0
0
(32.274)
Services from DEDDIE
0
(202.981)
0
0
0
0
(202.981)
Supply costs of Natural Gas
0
0
(1.374.962)
0
291
0
(1.374.671)
Other Costs of Natural Gas
0
0
(17.543)
0
0
0
(17.543)
Transmission costs of Natural Gas
0
0
(82.222)
0
0
0
(82.222)
Payroll
(10.381)
(22.762)
(21.218)
(963)
(21.124)
0
(76.447)
Third party fees
13.897
(27.266)
(16.386)
(2.417)
(11.179)
0
(43.351)
CO2 Rights
(118.642)
0
0
0
0
0
(118.642)
Natural Gas consumption
(280.644)
0
0
0
0
0
(280.644)
Third Party Maintenance & Benefits
(5.509)
(1.132)
(2.541)
(6.697)
0
0
(15.879)
Other third party benefits
(11.970)
(4.720)
(2.013)
(1.316)
(26.326)
0
(46.344)
Taxes - Duties
(7.543)
(320)
(82)
(1.631)
(127)
0
(9.703)
Other Expenses
(5.316)
(9.300)
(11.302)
(1.285)
(2.743)
0
(29.947)
Depreciation
(35.832)
(11.807)
(3.851)
(11.470)
(411)
0
(63.370)
Provisions
0
(16.019)
(199)
(2)
(97)
0
(16.318)
Financial Results
265
1.880
(2.057)
(5.202)
2.069
0
(3.045)
Losses / (Gains) on exchange differences
2.003
0
0
0
0
0
2.002
Extraordinary (Income) / Expenses
(770)
(1.844)
(517)
(1.554)
(20)
0
(4.705)
Intercompany Expenses & Purchases
Supply of Electricity
(3.470)
(3.686)
0
(651)
0
0
(7.807)
Other Services
(708)
(4)
0
(1.399)
(195)
0
(2.306)
Natural Gas consumption
(97.234)
0
(89.980)
0
0
0
(187.214)
Financial Results
0
0
0
(517)
517
0
0
Expenses Of Other Group Operations
0
0
0
0
0
(1.399.913)
(1.399.913)
Total Expenses
(562.039)
(1.157.139)
(1.624.873)
(35.226)
(59.345)
(1.399.913)
(4.838.534)
Profits/ (Loss) Before Taxes
147.806
46.737
214.091
20.131
18.473
338.820
786.060
Result From Discontinuing Operations
0
0
0
0
0
0
0
Profits / (Loss) Before Taxes From Continuing Operations
147.806
46.737
214.091
20.131
18.473
338.820
786.060
9. Appendix I - Separated Financial Statements of Energy Segment Mytilineos S.A. - Group of Companies
APPENDIX I
408
Annual Financial Report for the period
from the 1
st
January to the 31
st
December 2023
SEPARATED STATEMENT OF PROFIT AND LOSS OF THE FULLY INTEGRATED COMPANY
01.01-31.12.2022
(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)
1.553.439
51.383
0
51.959
0
0
1.656.782
Sales in ADMHE
147
0
0
71
0
0
219
Sales in DEDDHE
0
0
0
0
0
0
0
Sales of electricity to retail consumers
0
1.455.547
0
0
0
0
1.455.547
Exports of electricity
0
110.992
0
0
0
0
110.992
Other income
3.705
2.680
0
26.608
3.670
0
36.663
Sales of Natural Gas
0
0
2.342.997
0
0
0
2.342.997
Other Income of Natural Gas
0
0
2.624
0
0
0
2.624
Intercompany Sales
Supply of Electricity
0
313
0
0
0
0
313
Other Services
16
0
0
453
1.879
0
2.348
Intercompany Sales of Natural Gas
0
0
466.448
0
0
0
466.448
Income Of Other Group Operations
Income from other group operations
0
0
0
0
0
346.589
346.589
Total Income
1.557.308
1.620.915
2.812.069
79.091
5.548
346.589
6.421.518
Expenses & Purchases
Imports of electricity
0
(29.702)
0
0
0
0
(29.702)
Purchase of electricity from Energy Exchange Group & DAPEEP (ex LAGHE)
(993)
(1.241.186)
0
(56)
0
0
(1.242.236)
Purchase of electricity by 3rd parties
0
(32.065)
0
(107)
0
0
(32.172)
Services from ADMHE
(1)
(20.306)
0
0
0
0
(20.307)
Services from DEDDIE
(16)
(199.485)
0
0
0
0
(199.500)
Supply costs of Natural Gas
0
0
(2.450.218)
0
0
0
(2.450.218)
Other Costs of Natural Gas
0
0
(1.655)
0
0
0
(1.655)
Transmission costs of Natural Gas
0
0
(39.628)
0
0
0
(39.628)
Payroll
(10.435)
(20.563)
(27.360)
(1.136)
(1.280)
0
(60.774)
Third party fees
(20.576)
(58.567)
(90.502)
(3.105)
(2.645)
0
(175.395)
CO2 Rights
(142.847)
0
0
0
0
0
(142.847)
Natural Gas consumption
(606.740)
0
0
0
0
0
(606.740)
Third Party Maintenance & Benefits
(6.421)
(779)
(1.377)
(5.473)
0
0
(14.051)
Other third party benefits
(7.482)
(2.433)
(1.303)
(1.524)
(26)
0
(12.768)
Taxes - Duties
(3.755)
(1.205)
(2.095)
(1.766)
(2.052)
0
(10.873)
Other Expenses
(18.711)
(2.478)
(2.648)
(477)
(62)
0
(24.370)
Depreciation
(34.066)
(8.126)
(3.671)
(9.077)
(59)
0
(54.998)
Provisions
0
(15.313)
(65.497)
(2)
0
0
(80.812)
Financial Results
(4.730)
17.106
(3.805)
(10.990)
4.187
0
1.768
Losses / (Gains) on exchange differences
(2.764)
(2)
0
(38)
(6)
0
(2.809)
Extraordinary (Income) / Expenses
1.555
(10.691)
(903)
(2.071)
(44)
0
(12.155)
Intercompany Expenses & Purchases
Supply of Electricity
0
(124)
0
0
0
0
(124)
Other Services
(665)
(223)
0
(1.650)
(3)
0
(2.541)
Natural Gas consumption
(466.448)
0
0
0
0
0
(466.448)
Financial Results
0
0
0
0
0
0
0
Expenses Of Other Group Operations
0
0
0
0
0
(107.489)
(107.489)
Total Expenses
(1.325.095)
(1.626.142)
(2.690.662)
(37.472)
(1.990)
(107.489)
(5.788.844)
Profits/ (Loss) Before Taxes
232.214
(5.227)
121.406
41.619
3.559
239.100
632.672
Result From Discontinuing Operations
0
0
0
0
0
0
0
Profits / (Loss) Before Taxes From Continuing Operations
232.211
(5.226)
121.409
41.619
3.559
239.100
632.672
APPENDIX I
409
Annual Financial Report for the period
from the 1
st
January to the 31
st
December 2023
SEPARATED BALANCE SHEET OF THE FULLY INTEGRATED COMPANY
31.12.2023
(Amounts in thousands €)
Energy
Production
Energy Supply
Natural Gas
Supply
RES
Other
Other
Operations
Mytilineos
Group
Assets
Non current assets
Tangible Assets
869.702
2.862
21
303.321
2.182
805.511
1.983.600
Goodwill
0
0
0
14.212
0
245.682
259.894
Intangible Assets
223.402
15.666
735
11.451
23
150.800
402.078
Investments in Subsidiary Companies
0
73.892
7.651
32.835
262.298
(376.675)
0
Investments in Associate Companies
0
0
0
0
0
2.839
2.839
Deferred Tax Receivables
14.470
7.038
88
9.700
605
170.717
202.619
Other Financial Assets
0
0
0
0
0
149
149
Derivatives
0
0
0
0
0
0
0
Other Long-term Receivables
148
13.275
24.626
(88)
282
188.482
226.725
Right-of-use-assets
2.992
2.311
131
20.161
1.889
147.903
175.388
Total Non Current Assets
1.110.713
115.044
33.253
391.593
267.280
1.335.408
3.253.292
Current assets
Total Stock
44.767
0
13.299
354
114
1.276.805
1.335.339
Construction Contracts
0
0
0
0
0
335.112
335.112
Trade and other receivables
72.035
185.118
239.264
23.268
29.681
672.356
1.221.720
Other receivables
85.334
5.171
1.563
78.642
2.681
900.277
1.073.669
Financial assets at fair value through profit or loss
0
0
0
0
72
20.959
21.030
Derivatives
0
185
0
0
0
49.339
49.524
Cash and cash equivalents
41.192
23.195
273.147
108.857
17.688
455.844
919.922
Intersegment
0
0
0
0
0
0
0
Total Current Assets
243.328
213.669
527.272
211.121
50.236
3.710.692
4.956.317
Total Assets
1.354.041
328.713
560.524
602.714
317.515
5.046.100
8.209.609
Equity & Liabilities
Equity
Components of Equity
935.390
(79.189)
376.996
221.143
295.253
826.203
2.575.797
Retained earnings
-
-
-
-
-
-
-
Equity attribute to parent's shareholders
935.390
(79.189)
376.996
221.143
295.253
826.203
2.575.797
Non controlling Interests
0
0
0
0
0
91.153
91.153
Total Equity
935.390
(79.189)
376.996
221.143
295.253
917.356
2.666.949
Capital allocation between Business Units
119.765
55.932
(281.234)
23.065
(46.245)
128.717
0
Non-Current Liabilities
Long-term debt
0
0
0
113.634
0
1.898.675
2.012.308
Lease liabilities
3.349
1.686
93
20.206
1.055
147.298
173.687
Derivatives
0
0
0
695
0
224
919
Deferred Tax Liability
71.314
0
15
20.182
9.482
248.727
349.719
Liabilities for pension plans
271
28
0
6
480
7.252
8.037
Other long-term liabilities
19.625
21.667
1.404
38.348
0
3.891
84.936
Provisions
0
0
0
0
64
15.625
15.689
Non-Current Liabilities
94.559
23.382
1.512
193.069
11.081
2.321.692
2.645.295
Current Liabilities
Trade and other payables
78.296
107.651
271.704
21.215
12.107
694.095
1.185.067
Tax payable
34.304
119.788
59.497
5.133
7.444
15.187
241.353
Short-term debt
0
1.218
0
0
6.031
56.116
63.366
Current portion of non-current debt
0
0
0
11.864
0
542.539
554.403
Current portion of lease liabilities
286
2.749
40
330
867
4.831
9.102
Derivatives
0
1.907
0
0
0
38.822
40.729
Other payables
91.441
95.276
132.011
126.894
30.978
326.672
803.272
Provisions
0
0
0
0
0
73
73
Current Liabilities
204.328
328.588
463.251
165.436
57.426
1.678.336
2.897.365
Liabilities
298.887
351.970
464.763
358.505
68.508
4.000.028
5.542.660
Equity & Liabilities
1.354.041
328.713
560.524
602.714
317.515
5.046.100
8.209.609
APPENDIX I
410
Annual Financial Report for the period
from the 1
st
January to the 31
st
December 2023
SEPARATED BALANCE SHEET OF THE FULLY INTEGRATED COMPANY
31.12.2022
(Amounts in thousands €)
Energy
Production
Energy Supply
Natural Gas
Supply
RES
Other
Other Operations
Mytilineos
Group
Assets
Non current assets
Tangible Assets
854.549
1.509
1
278.254
934
551.163
1.686.411
Goodwill
0
0
0
14.212
0
206.301
220.513
Intangible Assets
101.480
9.744
709
14.926
26
113.238
240.123
Investments in Subsidiary Companies
0
73.767
0
30.288
203.260
(307.315)
0
Investments in Associate Companies
0
0
0
0
0
21.738
21.738
Deferred Tax Receivables
8.702
248
44
5.904
101
134.155
149.154
Other Financial Assets
0
0
0
0
0
153
153
Derivatives
0
0
0
0
0
5.151
5.151
Other Long-term Receivables
158
10.475
73.195
(88)
92
14.091
97.924
Right-of-use-assets
3.286
377
146
15.353
51
40.004
59.217
Total Non Current Assets
968.174
96.121
74.095
358.849
204.465
778.679
2.480.383
Current assets
Total Stock
33.780
0
55.238
242
0
751.105
840.364
Construction Contracts
0
0
0
0
0
239.843
239.843
Trade and other receivables
50.180
129.277
113.196
24.875
6.903
886.969
1.211.399
Other receivables
52.323
22.966
278.478
55.419
165.560
401.065
975.812
Financial assets at fair value through profit or loss
0
0
0
0
72
138
210
Derivatives
0
0
0
0
0
94.441
94.441
Cash and cash equivalents
317.582
67.551
553.826
63.451
6.945
50.520
1.059.875
Intersegment
0
0
0
0
0
0
0
Total Current Assets
453.864
219.793
1.000.739
143.987
179.480
2.424.081
4.421.943
Total Assets
1.422.037
315.914
1.074.835
502.836
383.944
3.202.760
6.902.327
Equity & Liabilities
Equity
Components of Equity
795.335
(42.268)
146.209
184.478
264.963
781.297
2.130.013
Equity attribute to parent's shareholders
795.335
(42.268)
146.209
184.478
264.963
781.297
2.130.013
Non controlling Interests
0
0
0
0
0
91.049
91.049
Total Equity
795.335
(42.268)
146.209
184.478
264.963
872.344
2.221.060
Capital allocation between Business Units
304.344
159.435
(491)
8.623
82.044
(553.955)
0
Non-Current Liabilities
Long-term debt
13.652
0
0
22.680
0
1.510.738
1.547.070
Lease liabilities
3.569
264
113
15.569
23
35.237
54.775
Derivatives
0
0
0
0
0
6.019
6.019
Deferred Tax Liability
72.590
0
20
14.374
9.015
150.096
246.094
Liabilities for pension plans
243
0
0
12
(32)
7.801
8.023
Other long-term liabilities
20.664
14.190
1.451
32.003
0
1.004
69.312
Provisions
0
0
0
0
0
23.485
23.485
Non-Current Liabilities
110.717
14.454
1.584
84.638
9.006
1.734.380
1.954.779
Current Liabilities
Trade and other payables
15.936
43.656
500.055
8.034
1.726
761.245
1.330.652
Tax payable
96.407
(2.448)
59.231
6.086
2.665
64.560
226.501
Short-term debt
0
0
0
37.427
0
108.518
145.945
Current portion of non-current debt
9.719
0
0
8.179
0
1.842
19.740
Current portion of lease liabilities
268
121
33
456
24
7.493
8.396
Derivatives
0
0
0
0
0
63.932
63.932
Other payables
89.311
142.964
368.213
164.915
23.516
142.398
931.317
Provisions
0
0
0
0
0
4
4
Current Liabilities
211.642
184.293
927.533
225.096
27.932
1.149.992
2.726.487
Liabilities
322.359
198.747
929.117
309.734
36.938
2.884.372
4.681.266
Equity & Liabilities
1.422.037
315.914
1.074.835
502.836
383.944
3.202.760
6.902.327
APPENDIX I
411
Annual Financial Report for the period
from the 1
st
January to the 31
st
December 2023
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 operates in Energy and Metallurgy Sector as well as in Infrastructure & Concessions.
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.
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
APPENDIX I
412
Annual Financial Report for the period
from the 1
st
January to the 31
st
December 2023
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”.
1. 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.
Income from the operation of the New Technology Combined Cycle Natural Gas Power Plant in Agios Nikolaos, Boeotia, of
Mytilineos S.A. company, with a nominal capacity of 826 MW."
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.
APPENDIX I
413
Annual Financial Report for the period
from the 1
st
January to the 31
st
December 2023
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, 27 March 2024
Evangelos Mytilineos
I.D. No ΑΝ 094179/2017
Chairman of the Board & Chief Executive Officer
Eleftheria Kontogianni
I.D. No ΑO 507674/2020
Spyridon Kasdas
I.D. No ΑP 104707/2022
Chief Finance Officer
Vice-Chairman A’ of the Board
Ioannis Boubonaris
I.D. No ΑM 499302/2014
Panayiota Zacharaki
I.D. No ΑM 546618/2016
Finance & MIS Director
Senior Accounting Manager
APPENDIX II
414
Annual Financial Report for the period
from the 1
st
January to the 31
st
December 2023
Report on the Allocation of Raised Capital from the issuance of an Ordinary Bond Loan with payment in cash for the period
10.07.2023 to 31.12.2023
In accordance with the provisions of paragraphs 4.1.2 and 4.1.3.9 of the Athens Stock Exchange regulation (hereinafter referred
to as 'ATHEX'), decision no. 25/6.12.2017 of the Board of Directors of the Athens Stock Exchange, and decision no.
8/754/14.04.2016 of the Board of Directors of the Hellenic Capital Market Commission (hereinafter referred to as 'HCMC'), it is
hereby announced that, following the issuance of a Common Bond Loan in the amount of five hundred million euros
(€500,000,000) with a duration of seven (7) years, divided into 500,000 common, anonymous bonds with a nominal value of
€1,000 each, which was carried out in accordance with the decision of the Board of Directors of MYTILINEOS S.A. dated
26.06.2023 and the approval decision of the content of the Prospectus of HCMC dated 28.06.2023, a total capital of five hundred
million euros (€500,000,000) was raised. The issuance expenses amounted to €8,831,500 and reduced the total raised capital.
The issuance of the Common Bond Loan was fully covered, and the certification of the payment of the raised capital was made
by the Company's Board of Directors on 10.07.2023.
Furthermore, the issued five hundred thousand (500,000) common anonymous bonds were introduced for trading on the
organized securities market of the Athens Stock Exchange on 11.07.2023.
In accordance with the commitments set forth in the relevant Prospectus approved by the HCMC on 28.06.2023 and the decision
of the company's Board of Directors dated 26.06.2023, it is announced that the raised capital in the amount of five hundred
million euros (€500,000,000), minus the amount of eight million eight hundred thirty-one thousand five hundred euros
(€8,831,500), which pertains to issuance expenses, were allocated by 31.12.2023 as follows:
Use of Raised Capital from the issuance of the Common Bond Loan €500,000,000
(Amounts in thousands of euros)
Disposition Method of Raised Capital According to the Purposes of the
Information Bulletin (section 4.1.2 'Reasons for Issuance of the Common Bond
Loan and Allocation of Capital' of the Prospectus)
Allocation of
raised capital
according to
the
prospectus
Allocated
capital during
the period
from July 10,
2023, to
December 31,
2023
Unallocated
capital as of
December
31, 2023
Note
(1) Up to €255 million will be allocated within 90 days from the Issuance Date
for the payment of existing debt, bank loans of the Issuer. Specifically, the
Company will allocate:
255,000
255,000
0
(1)
i. An amount of up to €100 million to be allocated to the National Bank of
Greece (NBG) for the payment of debt within the framework of the Common
Bond Loan dated December 9, 2021.
100,000
100,000
0
(1)
ii. An amount of up to €100 million to be allocated to Alpha Bank for the
payment of debt within the framework of the Common Bond Loan dated July
15, 2021
100,000
100,000
0
(1)
iii. An amount of up to €55 million to be allocated to Piraeus Bank for the
payment of debt within the framework of the Common Bond Loan dated July
29, 2022
55,000
55,000
0
(1)
10. Appendix II – Report on the Disposal of Raised Capital
APPENDIX II
415
Annual Financial Report for the period
from the 1
st
January to the 31
st
December 2023
(2) An amount of up to €236.2 million will be used to cover the financial needs
of the Issuer in working capital, within six (6) months from the Issuance Date.
236,169
236,169
0
(2)
Total (1) + (2)
491,169
491,169
0
Issuance expenses of the Common Bond Loan
8,831
8,831
0
(3)
Total raised capital
500,000
500,000
0
Notes:
(1) Within the second half of 2023, the Company allocated the amount of €255 million for the payment of existing bank debt.
Specifically:
i. On July 17, 2023, the Company allocated €100 million to the National Bank of Greece (NBG) for the payment of debt within the
framework of the Common Bond Loan dated December 9, 2021.
ii. On August 1, 2023, the Company allocated €100 million to Alpha Bank for the payment of debt within the framework of the
Common Bond Loan dated July 15, 2021.
iii. On July 11, 2023, the Company allocated €55 million to Piraeus Bank for the payment of debt within the framework of the
Common Bond Loan dated July 29, 2022.
2) Within the second half of 2023, the Company allocated the amount of €236.2m. to cover financing needs in working capital.
Maroussi, 27 March 2024
Evangelos Mytilineos
I.D. No ΑΝ 094179/2017
Chairman of the Board & Chief Executive Officer
Eleftheria Kontogianni
I.D. No ΑO 507674/2020
Spyridon Kasdas
I.D. No ΑP 104707/2022
Chief Finance Officer
Vice-Chairman A’ of the Board
Ioannis Boubonaris
I.D. No ΑM 499302/2014
Panayiota Zacharaki
I.D. No ΑM 546618/2016
Finance & MIS Director
Senior Accounting Manager
416
Audit Report for Disposition Table
Agreed-upon-procedures Report on the Report of Allocation of Funds Raised from the Bond Loan (CB Loan)
of Euro 500 million
To the Board of Directors of MYTILINEOS S.A.
Purpose of this Agreed-Upon Procedures Report and Restriction on Use and Distribution
Our report is solely for the purpose of assisting the company “MYTILINEOS S.A. (hereinafter “the Company”) within
the context of compliance with its obligations, in respect of the Report on Allocation of the Funds Raised of the Company
from the issuance of the Common Bond Loan through cash payment for the period from 10/07/2023 to 31/12/2023 as
provided in the decision 8|754|14/04/2016 of the Hellenic Capital Market Commission and the decision 25|17/07/2008
of the Athens Exchange, as amended on 06/12/2017 for the financial year ended 31 December 2023. This report is
intended solely for the Company and is not to be used or distributed to any other party.
Assigner’sResponsibilities
The Company has acknowledged that the agreed-upon procedures are appropriate for the purpose of the engagement.
The Company is responsible for the subject matter on which the agreed-upon procedures are performed.
Auditor’sResponsibilities
We have conducted the agreed-upon procedures engagement in accordance with the International Standard on
Related Services (ISRS) 4400 (Revised), Agreed-Upon Procedures Engagements. An agreed-upon procedures
engagement involves our performing the procedures that have been agreed with the Company and reporting the
findings, which are the factual results of the agreed-upon procedures performed. We make no representation regarding
the appropriateness of the agreed-upon procedures.
This agreed-upon procedures engagement is not an assurance engagement. Accordingly, we do not express an
opinion or an assurance conclusion. Had we performed additional procedures, other matters might have come to our
attention that would have been reported.
Professional Ethics and Quality Control
We have complied with the ethical requirements in the International Ethics Standards Board for Accountants’ Code of
Ethics for Professional Accountants, including International Independence Standards (IESBA Code) and the
independence requirements in accordance stated in Section 4Α of the IESBA Code.
Our auditing firm applies International Standard on Quality Control (ISQC) 1, Quality Control for Firms that Perform
Audits and Reviews of Financial Statements, and Other Assurance and Related Services Engagements, and
accordingly, maintains a comprehensive system of quality control including documented policies and procedures
regarding compliance with ethical requirements, professional standards and applicable legal and regulatory
requirements.
417
Audit Report for Disposition Table
Procedures and Findings
We performed the procedures described below which were agreed-upon with the Company in the terms of engagement
dated 11/03/2024 in respect of the subject matter:
N/N
Procedures
Findings
1
To examine whether the content of the Report on
Allocation of Funds Raised is in accordance with the
provisions of the decision 8|754|14/04/2016 of the
Hellenic Capital Market Commission and the decision
25|06/12/2017 of the Athens Exchange, as amended on
06/12/2017.
No findings have arisen from the conduct of the
agreed-upon procedures in Section 1.
2
To consider the consistency of the table of the Allocation
of the Funds Raised in the Company's Report with the
information contained in the Prospectus issued by the
Company on June 28, 2023 and the resolution of the
Board of Directors of the Company dated June 26, 2023.
No findings have arisen from the conduct of the
agreed-upon procedures in Section 2.
3
To carry out a comparison of the amounts per category of
the amounts use reported as allocated funds in the table
of the Allocation of the Funds Raised in the Company's
Report with the corresponding amounts recognized in the
Company's accounting records up to December 31, 2023.
No findings have arisen from the conduct of the
agreed-upon procedures in Section 3.
4
To examine whether the funds allocated from the
Common Bond Loan up to December 31, 2023 are in
accordance with the intended use of funds raised as
defined in section 4.1.2 of the Prospectus dated June 28,
2023, by examining on a sample basis the supporting
documentation verifying the relevant accounting entries.
No findings have arisen from the conduct of the
agreed-upon procedures in Section 4.
Athens, 27/03/2024
The Certified Public Accountant
Christina Tsironi
Registry Number SOEL 36671
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