“ELINOIL HELLENIC PETROLEUM COMPANY S.A.” (hereinafter the “Company”) informs the investing public that, following the Extraordinary General Meeting of the Company’s shareholders held on October 22nd, 2025, the Company’s Board of Directors was constituted into a body. Subsequently, the members of the Remuneration and Nomination Committee were appointed and likewise constituted into a body. In particular:
A. Constitution of the Company’s Board of Directors into a body
Following the resolution of the Company’s Ordinary General Meeting of Shareholders of October 22nd, 2025, regarding the election of a nine-member Board of Directors and the appointment of its independent non-executive members, which was adopted in accordance with the recommendation of the Board of Directors pursuant to Article 18(1) of Law 4706/2020, based on the recommendation/evaluation report of the Remuneration and Nomination Committee, the newly elected nine-member Board of Directors of the Company was constituted into a body on the same day as follows:
The above members of the Board of Directors fully comply with the requirements of Law 4706/2020 on corporate governance and are deemed entirely suitable for the proper and effective performance of the duties of the Company’s Board of Directors for the benefit of its shareholders.
It has been ascertained, among other things, that all individual and collective suitability criteria of the candidates have been met, in accordance with Article 3A of Law 4706/2020 and the Company’s approved Suitability Policy; that no impediments or incompatibilities exist for any of the candidates under the relevant corporate governance framework, including the Hellenic Corporate Governance Code (June 2021 edition of the Hellenic Corporate Governance Council), the Company’s Internal Regulation, and the approved Suitability Policy.
Furthermore, none of the candidates is subject to the incompatibility restriction of Article 3(4) of Law 4706/2020, and gender representation within the Board meets the statutory threshold of at least twenty-five percent (25%) of the total number of members.
It has also been confirmed that Messrs. Christos Sorotos, Dimitrios Platis, and Konstantinos Sarantis meet the independence criteria set out in Article 9(1) and (2) of Law 4706/2020, namely that none of them holds, directly or indirectly, more than 0.5% of the Company’s share capital and each is free from any financial, business, family, or other relationships of dependency which could affect their decisions and independent, objective judgment, as specifically defined in the aforementioned provisions.
The term of office of the Board of Directors was set until July 7th, 2026, subject to extension until the expiry of the period within which the next Ordinary General Meeting must be convened.
B. Appointment of the Members of the Company’s Remuneration & Nomination Committee and Constitution thereof into a body
I) The newly elected Board of Directors of the Company, as elected by the Extraordinary General Meeting of Shareholders held on October 22nd, 2025, after its constitution into a body and the designation of its members as executive and non-executive, during its meeting on the same date, appointed—pursuant to the applicable provisions and the Regulation of the Company’s Remuneration and Nomination Committee—the members of the three-member Remuneration & Nomination Committee, which is a committee of the Board of Directors, as follows:
The term of office of the Committee, which coincides with that of the Board of Directors, was set until July 7th, 2026, subject to extension until the expiry of the period within which the next Ordinary General Meeting must be convened.
II) The Company’s Remuneration & Nomination Committee, as appointed by the Board of Directors on October 22nd, 2025, was constituted into a body on the same day as follows: