The Metlen Energy & Metals PLC (the “Metlen PLC” or the “Promoter”), an English public limited company incorporated under the laws of England and Wales by Mr Evangelos Mytilineos (the “Principal Shareholder”), announces today the submission of a voluntary public exchange offer (the “Public Offer”) for the acquisition of all of the ordinary registered shares, with a nominal value of €0.97 each (the “Company Shares”), issued by Metlen Energy & Metals S.A.Ε.” (Metlen S.A. or the “Company”, and together with its subsidiaries, the “Group”), which Metlen PLC does not hold directly or indirectly, in exchange for new ordinary registered shares of Metlen PLC issued in euro (hereinafter the “Exchange Shares”), with a one-for-one exchange ratio, under the provisions of Greek Law 3461/2006 (the “Law”).

– The Transaction aims to consolidate the Group under a new ultimate parent company, Metlen PLC, based in the United Kingdom, while maintaining the scope of activities, strategic objectives and commitments of the Group with a focus on Greece.

– The Group’s support in Greece will not be affected, as the Group will continue to maintain its operations, investments and human resources in Greece, as well as its ongoing contribution to the Greek economy and society, while the secondary listing of Metlen PLC’s ordinary registered shares denominated in euro (the “Proponent Shares”) on the Athens Stock Exchange (“ASX”) is planned. There will be no impact on the employment, remuneration or benefits of the Group’s staff as a result of the transaction and Metlen PLC’s tax residence is in Greece.

– The purpose of Metlen PLC’s Public Offer is to facilitate the inclusion of the Company’s Shares in the category of “equity shares” (commercial companies) (the “ESCC Class”) of the official list of the UK Financial Conduct Authority (the “FCA”) (the “Official List”) and their admission to trading on the London Stock Exchange’s (the “LSE”) main market for listed securities through Metlen PLC. In addition, Metlen PLC has applied for the secondary listing for trading of all of the Offeror’s Shares on the Main Market of the LSE.

– The principal objectives of the Public Offer are to:

o reflect in a meaningful and more accurate manner the international dimension and international footprint of the Group, enhancing its visibility in international markets and in facilitating its trading activities daily,

to support the transformation of the Group, through its transition to a more institutional operating model consistent with the Group’s international footprint, to widen access for international investors, through the Group’s primary listing on Europe’s largest and most highly traded stock exchange, on which the largest number of shares of international issuers are traded (https://www.londonstockexchange.com), to further enhance the marketability of holders of the Company’s Shares by the inclusion of the Proponent’s Shares in the ESCC Class of the Official List and their admission to trading on the LSE and to facilitate the inclusion of the Proponent’s Shares in the FTSE UK Index Series; and further facilitate the Group’s access to the international equity and bond markets.

Metlen PLC was established by the Principal Shareholder specifically to effect this transaction and has no other activities or material assets or liabilities other than those incidental to the Proposed Transaction.

The Main Shareholder and the companies controlled, within the meaning of article 3 paragraph 1(c) of Law 3556/2007, by it, Frezia Ltd, Kilteo Ltd and Melvet Investments Ltd, have declared in writing to the Proposer that they will offer to the Public Offer all the Shares of the Company held by them, which in total represent approximately 21.59% of the share capital and voting rights of Metlen S.A, in exchange for Consideration Shares by the terms and conditions of the Public Offer.

Similarly, Fairfax Financial Holdings Limited (“Fairfax”), which controls, through its group subsidiaries, a total of 9,188,047 Shares in the Company, representing approximately 6.42% of the share capital and voting rights of Metlen S.A, has represented in writing to the Offeror that these Shares, together with any other Shares in the Company that may be acquired by Fairfax and/or its affiliates by the end of the acceptance period of the Tender Offer, will be offered in the Tender Offer for Consideration Shares following the terms and conditions of the Tender Offer. The National Bank of Greece S.A. and Piraeus Bank S.A. are acting as advisors to the Offeror for the Public Offer.

The Public Offer

Under the provisions of the Act, Metlen PLC, which is a newly incorporated English public limited company, announces the making of a voluntary public exchange offer (the “Public Offer”) for the acquisition of all of the ordinary registered shares of Metlen S.A, which it does not hold, directly or indirectly, on 25 June 2025 (the “Public Offer Date”), namely 112,208,378 Metlen S.A. Shares, representing approximately 78.41% of the total share capital and voting rights of Metlen S.A. Metlen S.A. is a Greek limited liability company with the registration number 757001000 and its registered office at 8 Artemis Street, 151 25, Maroussi, Attica, Greece.