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 5 January 2026, the Company’s Board of Directors was constituted into a body, and subsequently the members of the Remuneration and Nomination Committee were appointed, which committee was also constituted into a body. More specifically:
Following the resolution of the Extraordinary General Meeting of the Company’s Shareholders of 5 January 2026 regarding the election of a seven-member Board of Directors of the Company and the appointment of its independent non-executive members, which was adopted following the proposal of the Company’s Board of Directors to the Extraordinary General Meeting of the Shareholders, pursuant to Article 18 paragraph 1 of Law 4706/2020, and which proposal was based on the recommendation/evaluation report of the Remuneration and Nomination Committee, the new seven-member Board of Directors of the Company was constituted into a body on the same day, as follows:
The above members of the Company’s Board of Directors fully meet the requirements of Law 4706/2020 on corporate governance and fully ensure the appropriate and proper exercise of the powers and duties of the Company’s Board of Directors for the benefit of its Shareholders, since it has been established, inter alia, that all criteria of individual and collective suitability of the candidate members of the Company’s Board of Directors are satisfied, in accordance with Article 3A of Law 4706/2020 and the Company’s approved Suitability Policy; that there are no impediments or incompatibilities affecting the candidate members of the Company’s Board of Directors under any provisions of the applicable corporate governance legislative framework, including the Corporate Governance Code applied by the Company (the Hellenic Corporate Governance Code issued by the Hellenic Corporate Governance Council in June 2021), the Company’s Rules of Operation and the Company’s approved Suitability Policy; that none of the candidate members of the Company’s Board of Directors is subject to the incompatibility/impediment provided for in Article 3 paragraph 4 of Law 4706/2020; and that there is adequate gender representation at a percentage not lower than twenty-five percent (25%) of the total members of the new Board of Directors of the Company.
Furthermore, with regard to Messrs. Christos Sorotos and Dimitrios Platis, it has been established that the conditions and criteria of independence provided for in Article 9 paragraphs 1 and 2 of Law 4706/2020 are met, namely that neither of them, as defined therein, directly or indirectly holds a percentage of voting rights exceeding zero point five percent (0.5%) of the Company’s share capital, and that each of them is free from any financial, business, family or other relationship of dependence that could affect their decisions and their independent and objective judgment, in accordance with the specific distinctions and references set out in Article 9 paragraphs 1 and 2 of Law 4706/2020.
The term of office of the Company’s Board of Directors was set at five years, which may be extended until the expiration of the deadline within which the Ordinary General Meeting of the year 2031 must be convened.
The term of office of the Committee, which coincides with the term of office of the Company’s Board of Directors, was set at five years and may be extended until the expiration of the deadline within which the Ordinary General Meeting of the year 2031 must be convened.