ECTRACT FROM THE MINUTES OF THE MEETING OF THE BOARD OF DIRECTORS - CHANGE OF COMPOSITION
ECTRACT
FROM THE MINUTES OF THE MEETING OF THE BOARD OF DIRECTORS
GEMI No. 089232902000
In Aspropyrgos, Attica, today, 13 October 2025, Monday, at 16:00, the members of the Board of Directors of the Société Anonyme under the name “MEVACO METALLOURGIKI ANONYMĒ VIOMICHANIKĒ KAI EMPORIKĒ ETAIREIA” and the distinctive title “MEVACO S.A.” convened in extraordinary session at the Company’s registered offices at the location “Prari-Moustaki,” following an invitation by the Chairman, with the sole item on the agenda as follows:
SOLE ITEM: Notification of the submitted resignation of a member of the Company’s Board of Directors and resolution not to elect a new member in replacement.
The following members of the Company’s Board of Directors were present in person:
- Dimitrios Kostopoulos [•] and [•], resident of [•], [•] Street No. [•], holder of ID card No. [•], issued on [•] by [•], Tax Registration No. [•], Tax Office [•], Chairman of the Board of Directors (executive member).
- Vasiliki Kostopoulou [•] and [•], resident of [•], [•] Street No. [•], holder of ID card No. [•], issued on [•] by [•], Tax Registration No. [•], Tax Office [•], Vice-Chairwoman of the Board of Directors (non-executive member).
- Spyridon Delendas [•] and [•], resident of [•], [•] Street No. [•], holder of ID card No. [•], issued on [•] by [•], Tax Registration No. [•], Tax Office [•], Chief Executive Officer (executive member).
- Antonios Roussos [•] and [•], resident of [•], [•] Street No. [•], holder of ID card No. [•], issued on [•] by [•], Tax Registration No. [•], Tax Office [•], Member of the Board of Directors (executive member).
- Dimitrios Antoniou [•] and [•], resident of [•], [•] Street No. [•], holder of ID card No. [•], issued on [•] by [•], Tax Registration No. [•], Tax Office [•], Member of the Board of Directors (non-executive member).
- Panagiotis Troumpounis [•] and [•], resident of [•], [•] Street No. [•], holder of ID card No. [•], issued on [•] by [•], Tax Registration No. [•], Tax Office [•], Member of the Board of Directors (non-executive member).
- Georgios Vangelas [•] and [•], resident of [•], [•] Street No. [•], holder of ID card No. [•], issued on [•] by [•], Tax Registration No. [•], Tax Office [•], Member of the Board of Directors (independent non-executive member).
- Ioulia Karvouni [•] and [•], resident of [•], [•] Street No. [•], holder of ID card No. [•], issued on [•] by [•], Tax Registration No. [•], Tax Office [•], Member of the Board of Directors (independent non-executive member), and
- Maria Gratsia [•] and [•], resident of [•], [•] Street No. [•], holder of ID card No. [•], issued on [•] by [•], Tax Registration No. [•], Tax Office [•], Independent Non-Executive Member of the Board of Directors.
After the ascertained quorum in accordance with the law and the Company’s Articles of Association, since nine (9) of the total ten (10) members of the current Board of Directors were present at this meeting and none objected to the discussion and decision-making on the sole item of the agenda, the Chairman of the Board of Directors, Mr. Dimitrios Kostopoulos, declared the meeting duly convened pursuant to article 92(1) of Law 4548/2018 and article 25(2) of the Company’s Articles of Association and, taking the floor, immediately referred to the sole item on the agenda.
SOLE ITEM: Notification of the submitted resignation of a member of the Company’s Board of Directors and resolution not to elect a new member in replacement thereof.
Specifically, on the sole item of the agenda, the Chairman of the Board of Directors, Mr. Dimitrios Kostopoulos, informed the other members present that Mr. Ioannis Broutzos, non-executive Member of the Board of Directors, submitted, for personal reasons, his resignation from his office and duties as a member of the aforesaid corporate body, by virtue of his letter dated 10.10.2025, which was notified to the Company on the same date and which resignation, according to the content of the said letter, has immediate effect.
The other members of the Board of Directors, having been informed as above, accepted the said resignation.
Thereupon, the Chairman of the Board of Directors informed the other members present that the current Board of Directors, which has lawful composition and quorum, may, pursuant to article 82(2) of Law 4548/2018 and the provisions of article 23(2) of the Company’s Articles of Association, in the event of resignation, death, or loss by any other means of the capacity of member(s) of the Board of Directors, continue the management and representation of the Company without replacing the missing membes, provided that the number of the remaining members exceeds one half of the members as they stood before the occurrence of the events mentioned above, and in any case is not less than three (3).
In this case, the Chairman of the Board of Directors continued, taking into account the recommendation of the Remuneration and Nomination Committee dated 10.10.2024 and, in particular, the following factual circumstances:
(a) that the above legal and statutory condition is met herein, since the number of members of the Board of Directors, following the resignation of Mr Ioannis Broutzos from his capacity as Non-Executive Member of the Board of Directors, exceeds one-half of the number of members of the Board of Directors as it stood before that event,
(b) that even with its nine-member composition (i.e., without replacing the resigning member) the Company’s Board of Directors fully meets the criteria set out in article 3(b) of Law 4706/2020 regarding adequate gender representation; furthermore, by not replacing the resigning member, the presence of the under-represented gender is strengthened (its percentage will amount to 33%),
(c) that, even with its nine-member composition, the Company’s Board of Directors fully meets the quantitative criteria set out in article 5(2) of Law 4706/2020 (regarding the distinctions among executive, non-executive, and independent non-executive members),
It is deemed more beneficial at present that the Board of Directors should not proceed with the replacement of the resigning member, but should continue the management and handling of the Company’s affairs and the representation of the Company with its current nine (9)-member composition for the remainder of its term.
Moreover, as the Chairman of the Board of Directors noted, the existing members of the Board demonstrably possess all necessary qualifications and capacities, as well as the required professional experience, so that the effective management of the Company’s affairs may continue uninterruptedly, with a view to promoting the corporate interest within the framework of optimally serving the corporate purpose.
Following the above proposal by the Chairman of the Board of Directors and after a thorough discussion among its members, during which both the expediency and necessity, as well as the correctness of the above proposal, were established, the Company’s Board of Directors unanimously resolved not to elect a new member in place of the resigning director, Mr. Ioannis Broutzos, and to continue operating with a nine (9)-member composition, which is as follows:
- Dimitrios Kostopoulos [•] and [•], resident of [•], [•] Street No. [•], holder of ID card No. [•], issued on [•] by [•], Tax Registration No. [•], Tax Office [•], Chairman of the Board of Directors (executive member).
- Vasiliki Kostopoulou [•] and [•], resident of [•], [•] Street No. [•], holder of ID card No. [•], issued on [•] by [•], Tax Registration No. [•], Tax Office [•], Vice-Chairwoman of the Board of Directors (non-executive member).
- Spyridon Delendas [•] and [•], resident of [•], [•] Street No. [•], holder of ID card No. [•], issued on [•] by [•], Tax Registration No. [•], Tax Office [•], Chief Executive Officer (executive member).
- Antonios Roussos [•] and [•], resident of [•], [•] Street No. [•], holder of ID card No. [•], issued on [•] by [•], Tax Registration No. [•], Tax Office [•], Member of the Board of Directors (executive member).
- Dimitrios Antoniou [•] and [•], resident of [•], [•] Street No. [•], holder of ID card No. [•], issued on [•] by [•], Tax Registration No. [•], Tax Office [•], Member of the Board of Directors (non-executive member).
- Panagiotis Troumpounis [•] and [•], resident of [•], [•] Street No. [•], holder of ID card No. [•], issued on [•] by [•], Tax Registration No. [•], Tax Office [•], Member of the Board of Directors (non-executive member).
- Georgios Vangelas [•] and [•], resident of [•], [•] Street No. [•], holder of ID card No. [•], issued on [•] by [•], Tax Registration No. [•], Tax Office [•], Member of the Board of Directors (independent non-executive member).
- Ioulia Karvouni [•] and [•], resident of [•], [•] Street No. [•], holder of ID card No. [•], issued on [•] by [•], Tax Registration No. [•], Tax Office [•], Member of the Board of Directors (independent non-executive member), and
- Maria Gratsia [•] and [•], resident of [•], [•] Street No. [•], holder of ID card No. [•], issued on [•] by [•], Tax Registration No. [•], Tax Office [•], Independent Non-Executive Member of the Board of Directors.
For the sake of completeness of this resolution and to avoid any doubt, misinterpretation and/or misunderstanding, it is expressly clarified that concerning the Company’s current representation, no change and/or modification occurs. It remains exactly as published in announcement No. 3310886/01.07.2024 of the Ministry of Development and Investments (General Secretariat of Commerce & Consumer Protection – Directorate of Companies – Department of Supervision of Listed S.A.s).
Finally, by the same unanimous decision, the Company’s Board of Directors authorizes its Chairman, Mr. Dimitrios Kostopoulos, to take all necessary actions for the filing with the General Commercial Registry (G.E.MI.) and for the completion of the necessary publicity formalities in relation to the aforesaid non-replacement of the resigning member of the Board of Directors, as a result of which the number of members of the Company’s Board of Directors henceforth amounts to nine (9), signing any document, declaration, application, etc., necessary to that end.
There being no further business to discuss, the present extraordinary meeting of the Board of Directors adjourned, and these minutes were drawn up pursuant to article 26(3) of the Company’s Articles of Association and duly signed as follows:
The Chairman, The Vice-Chairwoman, The Chief Executive Officer, 4792The Members
True Extract from the Book of Minutes of Meetings
of the Board of Directors of the Société Anonyme
“MEVACO METALLOURGIKI S.A.”
Aspropyrgos, 13 October 2025
The Chairman of the BoD
Dimitrios Kostopoulos