Message from the Chairman 2019 was a landmark year for MYTILINEOS, as it was full of significant milestones. During the year, the country seemed to gain, although with numerous challenges ahead. The Company managed to respond adequately and effectively against these challenges, empowering all of its Business Units. Through hard work, sound resource management, focus on innovation, respect to the environment and above all, transparency, we proved that not only we are able to achieve our objectives but also exceed them. Undoubtedly, the laying of the foundation stone for one of the largest combined cycle gas turbines plant (CCGT) in Europe, has been a pinnacle moment for the Company. Prime Minister, Kyriakos Mitsotakis set the cornerstone of the new plant at the Energy Center of Agios Nikolaos, which marks the first major investment in Greece in the post credit-crisis era. The plant will provide security to the Greek energy system and guarantees that the country will win the challenge of transition to the post-lignite era. The Metallurgy Business Unit, notwithstanding the continued low-price levels, represented 26.4% of the company’s total turnover and preserved its competitive position worldwide. Since July 2019, ‘Hephaestus’, the 4th program of simultaneous productivity improvement and cost cutting, has taken effect by the Aluminium of Greece in continuation to previous successful programs. Dedicated to our commitment for sustainable development via our investments in recycled aluminium -the so-called ‘green’ aluminium - we proceeded to the acquisition of 97.87% of EPALME SA shares, in May 2019, reinforcing aluminium production and broadening our customer base, always in tandem with the international specifications and trends. Moreover, the Business Unit joined the Aluminium Stewardship Initiative (ASI) as a Production and Transformation member, an action reflecting our commitment to sustainable production. The Power & Gas Business Unit maintained its good performance and has been established as the top independent electricity producer in Greece, supporting the country’s transition to cleaner forms of energy. The Business Unit increased electricity generation by 16%, while the total generated electricity, including Renewable energy electricity production, represents 11.2% of the total domestic demand. Protergia continued strengthening its presence and by the end of 2019, its market share reached 5.5%, exceeding 190.000 customers. At the same time, in the Natural Gas market, MYTILINEOS, in the end of 2019, held a leading position with a 32% market share, overtaking DEPA, the state owned incumbent, and becoming the country’s biggest LNG importer in 2019 and the first private company attaining such an achievement. MYTILINEOS, through the EPC Business Unit, has been internationally established as a company offering construction of specialized energy wide-scale projects, providing at the same time energy saving solutions. In the meantime, in 2019 was completed the acquisition of 60% of ZEOLOGIC SA, a company that provides innovative solutions in liquid and solid waste treatment. In June 2019, MYTILINEOS announced the acquisition of 100% of METKA EGN, a significant step towards Company’s strategic focus in the Solar PV and energy storage market. METKA EGN is present in 5 continents while during 2019 continued undertaking new, large- scale international projects, consolidating its position amongst the top players in one of the fastest developing sectors worldwide. With this transaction MYTILINEOS now includes in its activity platform the construction, operation, financing and resale of photovoltaic power generation and storage units in Greece and mainly in the international markets. The successful Eurobond issue, of EUR 500 mn in the fall of 2019, was another great moment for the company. With a participation of more than 35%, foreign investors trusted the company, while the interest rate of 2.5% was one of the lowest in the European capital markets and the best ever set by a Greek company in its first issue. The result showcased the attractiveness of our integrated business model in the international investment community and our strategic investments across all our Business Units. The financial results of 2019 confirm the positive contribution of all Business Units on the company’s development. For the first time, turnover exceeded the landmark of €2.0 bn., while net profits, after tax and minority posted an increase of 2.6% and net debt dropped to €421 mn. versus €443 mn. at the end of 2018. The successful debut bond issuance of €500 mn decreased the company’s cost of debt and increased the end of year cash balance. 2 However, MYTILINEOS’ business operation is not limited to its Business Units. The contribution to society and environment, as reflected on the company’s values and its Corporate Social Responsibility plan became an integral part of its strategy. Hence, in 2019, MYTILINEOS joined for the first time the Sustainable Development FTSE4Good indexes, achieving high performance while being awarded distinctions both at domestic and European level. In addition, the company continued to deliver on its commitment to provide support to people affected in the disaster-stricken by the big conflagration of the previous year in the Mati area through supporting the Greek State and proceeding with the improvement of energy efficiency of the school complex and the sheltered gym of the Rafina-Pikermi Municipality. Furthermore, MYTILINEOS donated fire trucks to the Fire Department Headquarters. Moreover, the company engaged in several actions concerning the environment, the children, the less affluent fellow citizens, in line with the UN Global Sustainable Development Goals. The successes during 2019 in MYTILINEOS’ broadened portfolio and the difficulties we faced constitute an important legacy for the future, as the year 2020 is one of the most challenging years that humanity is confronted with, as we are already coping with an unprecedented situation due to COVID-19 pandemic outbreak. Acknowledging that this is a factor affecting all human, social and business activities, impacting on both the national and the global economy, we stay alert in order to effectively respond to this challenge as well. I am convinced that MYTILINEOS and the country will emerge stronger in the aftermath of this adventure. Evangelos G. Mytilineos MYTILINEOS Chairman and CEO Message from the Chairman the Message from 3 Annual Financial Report for the period from the 1st of January to the 31st of December 2019 According to article 4 of L. 3556/2007 Table of Contents 1. Representation of the Members of the Board of Directors 7 2. Annual Board of Directors Management Report 10 3. Explanatory report 62 4. Statement of Corporate Governance 66 5. Independent Auditor’s Report 98 6. Annual Financial Statements 104 7. Availability of Financial Statements 192 Apendix I 196 6 Representation of the Members of the Board of Directors (according to article 4 par. 2 of L.3556/2007) The a. Evangelos Mytilineos, Chairman of the Board of Directors and Chief Executive Officer b. Spyros Kasdas, Vice – Chairman A’ of the Board of Directors c. Dimitrios Papadopoulos, Executive Member of the Board of Directors CERTIFY a. the enclosed financial statements of “MYTILINEOS S.A.” for the period of 1.1.2019 to 31.12.2019, drawn up in accordance with the applicable accounting standards, reflect in a true manner the assets and liabilities, equity and results of “MYTILINEOS S.A.”, as well as of the businesses included in Group consolidation, taken as a whole and b. as far as we know, the enclosed report of the Board of Directors reflects in a true manner the development, performance and financial position of “MYTILINEOS S.A.”, and of the businesses included in Group consolidation, taken as a whole, including the description of the principal risks and uncertainties. Maroussi, 18 March 2020 The designees Evangelos Mytilineos Spyros Kasdas Dimitrios Papadopoulos Chairman of the Board of Directors Vice – Chairman A’ of the Board Executive Member of the Board and Chief Executive Officer of Directors of Directors Representation of the Members of the Board of Directors Members of the Board the of of Representation 7 Annual Board of Directors Management Report BOARD OF DIRECTORS ANNUAL REPORT The present Board of Directors Annual Report pertains to the 2018 fiscal period. people’s know-how, skills and devotion as well as The Report has been prepared so as to ensure harmonization with the relevant on its on-going modernisation investments. provisions of C.L. 2190/1920 as in effect, of law 3556/2007 (GGI 91Α/30.4.2007) and the issued executive decisions of the HCMC, especially HCMC Board of • Respect and Important Role for all Employees Directors Decision number 7/448/11.10.2007. The Company respects employees, helps them de- The present report contains financial details on the entity titled «MYTILINEOS velop their abilities, communicates with them, pro- S.A.» (hereinafter called the «Company») and its subsidiaries and associated vides them with opportunities to gain experience companies (hereinafter called the «Group», jointly with the company) for fiscal and empowers them in their role, in all jobs across year 2018. It describes major events that occurred in the same period and their the organisation. 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 • Two Success Factors: Teamwork and year; finally, it lists major transactions between the Company and the persons Excellence associated with it. Through teamwork, the Company achieves results Ι. BUSINESS MODEL that initially seemed impossible. In addition, it ac- knowledges excellence at individual level and brings it into effective action. MYTILINEOS S.A. (the “Company” or “MYTILINEOS”) is one of Greece’s top in- dustrial companies with a strong international presence. With a turnover which • Continuous Progress by All in Everything we in 2019 exceeded €2 bn and a workforce of more than 3,600 employees, the Do company is active in the sectors of Metallurgy, EPC & Infrastructure Projects and Electric Power & Gas Trading.