Vassiliko Cement Works Public : ANNUAL REPORT AND FINANCIAL STATEMENTS FOR 2022 - DIVIDEND DECLARATION - ANNUAL GENERAL MEETING

ANNUAL REPORT

AND FINANCIAL STATEMENTS 2022

Contents

Notice of Annual General Meeting ................................................................................................................. 1

Notes to the Notice of the Annual General Meeting ...................................................................................... 2

Officers, Professional Advisors and Bankers ................................................................................................ 5

Statement of the Members of the Board of Directors .................................................................................... 6

Management Report ...................................................................................................................................... 7

Corporate Governance Report .................................................................................................................... 11

Remuneration Report .................................................................................................................................. 17

Directors' Curricula Vitae ............................................................................................................................. 19

Independent Auditors' Report ...................................................................................................................... 23

Consolidated Statement of Profit or Loss and Other Comprehensive Income ........................................... 30

Company Statement of Profit or Loss and Other Comprehensive Income ................................................. 31

Consolidated Statement of Financial Position ............................................................................................. 32

Company Statement of Financial Position .................................................................................................. 33

Consolidated Statement of Changes in Equity ............................................................................................ 34

Company Statement of Changes in Equity ................................................................................................. 35

Consolidated Statement of Cash Flows ...................................................................................................... 36

Company Statement of Cash Flows ............................................................................................................ 37

Notes to the Financial Statements ............................................................................................................... 38

NOTES TO THE NOTICE OF THE ANNUAL GENERAL MEETING

ENTITLEMENT TO PARTICIPATE IN THE ANNUAL GENERAL MEETING

• 1. Any person appearing as a shareholder in the Register of Members of the Company on the record date is entitled to participate in the Annual General Meeting. Each ordinary share is entitled to one vote. The record date for determining the right to vote at the Annual General Meeting is 23 May 2023. Transactions which will be taking place on 22 May 2023 and thereafter will not be considered in determining the right to vote at the Annual General Meeting.

• 2. A member entitled to attend and vote at the Annual General Meeting is entitled to appoint a proxy to attend and vote on his behalf. Shareholders may appoint any person as their proxy. Such proxy need not be a member of the Company. Shareholders who appoint a proxy to vote on their behalf, but wish to specify how their votes will be cast, should tick the relevant boxes on the Form of Proxy.

• 3. The instrument appointing a proxy, which is available on the website of the Company atwww.vassiliko.com(under Investors Relations), must be deposited at the Registered Offices of the Company (1A, Kyriakos Matsis Avenue, 4th Floor, CY-1082 Nicosia, Cyprus, fax [phone] hours prior to the commencement of the business of the Annual General Meeting.

• 4. If such appointor is a company, the Form of Proxy must bear the name of the company, and be signed by its duly authorised officer/s. In the case of joint shareholders, the Form of Proxy can only be signed by the person whose name appears first in the Register of Members. Shareholders should confirm that the form of

• proxy has been successfully received by the Company by calling [phone].

• 5. Shareholders and/or their proxies who will attend the Annual General Meeting are requested to carry with them their identity card, or other proof of identification.

• 6. Any legal entity, which is a shareholder of the Company, may by resolution of its Directors or other governing body, authorise such person, as it thinks fit to act as its representative at any meeting of the Company, and the person so authorised shall be entitled to exercise the same powers on behalf of the corporation which he/she represents, as that corporation could exercise, if it were an individual member of the Company.

VOTING PROCEDURES AT THE ANNUAL GENERAL MEETING

7. At the Annual General Meeting, a resolution put to the vote of the meeting shall be decided on a show of hands, unless a poll is (before or on the declaration of the result of the show of hands) demanded:

• a. by the Chairman, or

• b. by at least three members present in person or by proxy, or

• c. by any member or members present in person or by proxy and representing not less than one-tenth of the total voting rights of all the members having the right to vote at the meeting, or

• d. by a member or members holding shares in the Company conferring a right to vote at the meeting being shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all the shares conferring that right.

NOTES TO THE NOTICE OF THE ANNUAL GENERAL MEETING (continued)

8. If a poll is demanded in the manner aforesaid, it shall be taken in such a manner, as the Chairman shall direct, and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded. The demand for a poll may be withdrawn.

SHAREHOLDERS RIGHTS AT THE ANNUAL GENERAL MEETING

• 9. Pursuant to article 127B of Cyprus Companies Law, Cap. 113, shareholders of the Company have the right to put an item on the agenda of the Annual General Meeting, provided that the item is accompanied by a written explanation justifying the inclusion of the item or the proposed resolution for approval at the Annual General Meeting provided that:

  • a. the shareholder or group of shareholders hold at least 5% of the issued share capital of the Company, representing at least 5% of the voting rights of shareholders entitled to vote at the meeting for which an item has been added on the agenda, and

  • b. the shareholders' request to put an item on the agenda or resolution (as described above) is received by the Company's Secretary in hard copy or electronically at the addresses indicated below at least 42 days prior to the Annual General Meeting.

    Vassiliko Cement Works Public Company Limited

    1A, Kyriakos Matsis Avenue, 4th Floor, CY-1082 Nicosia, Cyprus or by fax at [phone] or by email [e-mail]

• 10. Pursuant to article 128C of the Cyprus Companies Law, Cap. 113, shareholders have a right to ask questions related to items on the agenda and to have such questions answered by the Board of Directors of the Company subject to any reasonable measures the Company may take to ensure the identification of shareholders.

OTHER INFORMATION AND AVAILABLE DOCUMENTS

• 11. As at 30 March 2023, the issued share capital of the Company is €30.932.457 divided into 71.935.947 ordinary shares of nominal value €0,43 each.

• 12. The Annual Report and Financial Statements of the Company for 2022 (incorporating the Notice to and the Agenda of the Annual General Meeting, Explanatory Notes on the Agenda Items, the Management Report, the Corporate Governance Report, the Remuneration Report, the Auditors' Report and the Financial Statements), and the Form of Proxy are available in electronic form on the website of the Company atwww.vassiliko.com(Investor Relations) and in hard copy at the Company's Registered Offices, at 1A Kyriakos Matsis Avenue, 4th Floor, 1082 Nicosia.