Table of Contents

1.

Representation of the Members of the Board of Directors

.....................................................................3

2. Annual Board of Directors Management Report .....................................................................................

4

3.

Explanatory report.............................................................................................................................

118

4. Statement of Corporate Governance..................................................................................................

123

5.

Annual Report on the activities of the Audit Committee.....................................................................

210

6. Independent Auditor's Report............................................................................................................

230

7.

Annual Financial Statements..............................................................................................................

236

8.

Availability of Financial Statements....................................................................................................

357

2

1. Representation of the Members of the Board of Directors

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

The

a. Evangelos Mytilineos, Chairman of the Board of Directors and Chief Executive Officer b. Spyros Kasdas, Vice - Chairman A' of the Board of Directors (non-executive member) c. Dimitrios Papadopoulos, Executive Member of the Board of Directors

CERTIFY

a. the enclosed financial statements of "MYTILINEOS S.A." for the period of 1.1.2021 to 31.12.2021, 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, 23 February 2022

The designees

Evangelos Mytilineos

Spyros Kasdas

Dimitrios Papadopoulos

Chairman of the Board of

Vice - Chairman A' of the

Executive Member of the

Directors and Chief

Board of Directors

Board of Directors

Executive Officer

3

2. Annual Board of Directors Management

Report

2. Annual Board of Directors Management Report

BOARD OF DIRECTORS ANNUAL REPORT

The present Board of Directors Annual Report pertains to the 2021 fiscal period. The Report has been prepared so as to ensure harmonization with the relevant provisions of C.L. 2190/1920 as in effect, as replace from 1-1- 2019, by articles 150-154 of law 4548/2018, of law 3556/2007 (GGI 91Α/30.4.2007) and the issued executive decisions of the HCMC, especially HCMC Board of Directors Decision number 7/448/11.10.2007.

The present report contains financial 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 2021. 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.

4

2. Annual Board of Directors Management

Report

  1. FULL YEAR 2021 REVIEW - PERFORMANCE AND FINANCIAL POSITION
    1. The table below shows an analysis of the Group operational result per sector as well as other items.

(Amounts in mil €)

1/1 - 31/12/2021

1/1 - 31/12/2020

%

Turnover

2.664,1

1.898,7

40%

Metallurgy

667,6

537,0

24%

Power & Gas

1.260,9

927,0

36%

SES

370,7

171,3

116%

RSD

364,9

263,5

38%

Other

0,0

0,0

0%

EBITDA

358,5

315,0

14%

Metallurgy

159,3

149,2

7%

Power & Gas

147,0

156,8

-6%

SES

33,5

(2,2)

-1604%

RSD

21,6

15,1

43%

Other

(3,0)

(3,9)

-24%

(-) Depreciation / Amortization

(80,0)

(90,2)

-11%

(+ - ) Net Financials

(58,5)

(53,7)

9%

(+) Share of profit of associates

1,1

1,2

-3%

(-) Tax

(40,5)

(28,4)

43%

(-) Result from discontinuing operations

(0,5)

(1,5)

-66%

(-) Minoritiy Interest

(17,9)

(13,6)

32%

Net Income attributable to parent Shareholders

162,17

128,83

26%

  1. The table below shows an analysis in cash flow and changes in net debt

(Amounts in mil €)

1/1-

31/12/2021

EBITDA

359

(-)

2019 late maturity of payments (RSD/SES)

-31

(-)

SES contract temporary financing

-15

(-)

Working Capital

-36

Funds from operations

277

(-)

Tax

-33

(-)

Interest

-23

Operating Cash Flow

220

(-)

Maintenance Capex

-71

(-)

Growth & Productivity Capex

-309

Free Cash Flow

-159

(-)

M&A & Other Financial / Investement Cash Flows

-108

Net Debt Change

(267)

5

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Mytilineos Holdings SA published this content on 24 February 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 24 February 2022 09:31:04 UTC.