MYTILINEOS HOLDINGS S.A.

S.A. Register No. (ARMAE): 23103/06/Β/90/26

ANNOUNCEMENT

Notification of the resolutions of the Annual General Meeting of the Shareholders

of 18 June 2014

MYTILINEOS HOLDINGS S.A. announces that the Annual General Meeting of the Company's Shareholders was held on 18 June 2014 in the Conference Hall located in the offices of the Company's establishment in the Municipality of Maroussi, Attica (8 Artemidos Street), and was attended in conformity with the law by 180 shareholders attending either in person or by proxy and representing 59,818,006 shares, i.e. 51.16% of the Company's paid-up share capital with right to vote. The Meeting deliberated on the items of the Agenda and, after a vote taken as provided for by the law, resolved as follows:

1. With valid votes cast representing 51.01% of the paid-up share capital with right to vote and with 173,591 shares attending and represented abstaining from the vote, the Meeting approved by absolute majority, i.e. by 99.90% of the shares attending and represented, Item 1 of the Agenda concerning the submission and approval of the Revised Individual and Consolidated Annual Financial Statements for the accounting period from 01.01.2012 to 31.12.2012, due to the application of IAS 19 “Employee Benefits”.
2. With valid votes cast representing 51.01% of the paid-up share capital with right to vote and with 173,591 shares attending and represented abstaining from the vote, the Meeting approved by absolute majority, i.e. by 99.90% of the shares attending and represented, Item 2 of the Agenda concerning the submission and approval of the Individual and Consolidated Annual Financial Statements for the accounting period from 01.01.2013 to 31.12.2013, of the relevant Board of Directors' and Independent Auditor's reports, and of the Statement of Corporate Governance in accordance with article 43(a) par. 3 item (d) of Codified Law (C.L.) 2190/1920.
3. With valid votes cast representing 51.01% of the paid-up share capital with right to vote, and with 173,591 shares attending and represented abstaining from the vote, the Meeting approved unanimously Item 3 of the Agenda concerning the release of the Members of the Board of Directors and of the Company's Independent Auditors from any liability for damages in connection with the management of the accounting period ended on 31.12.2013.
4. With valid votes cast representing 50.90% of the paid-up share capital with right to vote and with 313,444 shares attending and represented abstaining from the vote, the Meeting approved by absolute majority, i.e. by 98.64% of the shares attending and represented, Item 4 of the Agenda concerning the assignment of the Company's regular audit for the current accounting period to the Auditing Firm GRANT THORNTON S.A., having its registered office in Paleo Faliro (56 Zefyrou Street) and registered with the Special Register of article 13 par. 5 of Presidential Decree (P.D.) 226/1992 under SOEL Reg. No. 127. The General Meeting also authorised the Board of Directors to proceed to an agreement with the Auditing Firm regarding the latter's fee for the audit assigned to it for the current accounting period, which in any case shall not exceed the amount of eighty-nine thousand nine hundred and seventy-one euro (€89,971) exclusive of VAT and expenses, in accordance with the relevant offer which the above firm has submitted to the Company.
5. With valid votes cast representing 51.16% of the paid-up share capital with right to vote, the Meeting approved unanimously Item 5 of the Agenda concerning the Approval of the fees of the members of the Company's Board of Directors for the accounting period from 01.01.2013 to 31.12.2013 and the pre-approval of their fees for the current accounting period.
6. With valid votes cast representing 51.16% of the paid-up share capital with right to vote, the Meeting approved unanimously all contracts under Item 6 of the Agenda coming under the provisions of article 23(a) of C.L. 2190/1920.
7. With valid votes cast representing 51.16% of the paid-up share capital with right to vote, the Meeting approved by absolute majority, i.e. by 99.56% of the shares attending and represented, Item 7 of the Agenda concerning the approval of the election of new members to the Board of Directors in replacement of resigned members, electing Mr Nikolaos Karamouzis, father's name Vassilios and mother's name Irini, as independent non-executive member and Mr. Wade Burton, father's name Robert and mother's name Rose-Ann, as non-executive member of the Board of Directors of the Company, in replacement of resigned members Messrs Christos Diamantopoulos and Ioannis Dimou, who had been elected to the Board of Directors by resolution of the Annual General Meeting of 08.05.2014.
8. With valid votes cast representing 51.16% of the paid-up share capital with right to vote, the Meeting approved by absolute majority, i.e. by 99.77% of the shares attending and represented, Item 8 of the Agenda concerning the appointment of Audit Committee Members in accordance with article 37 of Law 3693/2008. In particular, the following persons were appointed members of the Audit Committee:  (a)     Mrs Sophia Daskalaki, née Mytilineou, Business Consultant, resident in Paleo Psychiko, holder of Identity Card no. AI 597737 issued by the Filothei Security Department on 13.11.2011; (b) Mr Apostolos Georgiadis, father's name Stavros, holder of Identity Card no. AI 119082 issued by the Psychiko Security Department on 29.01.2010; and (c)                Mr Christos Zerefos, father's name Stylianos, holder of Identity Card no. AI 644569 issued by the Rafina Security Department on 05.04.2011.
9. With valid votes cast representing 51.16% of the paid-up share capital with right to vote, the Meeting approved unanimously Item 9 of the Agenda concerning the granting of permission in accordance with article 23 par. 1 of C.L. 2190/1920 to the Members of the Board of Directors and to the Managers (Executives) of the Company to participate in Boards of Directors or in the direction of Group Companies pursuing the same or similar objects.
10. Regarding Item 10 of the Agenda, the Chairman of the General Meeting informed the Shareholders of the course of affairs of the Company and of its subsidiaries and affiliates. This was followed by discussion and the exchange of views between the Shareholders and the Chair regarding the Group's results and prospects.