1. Preamble

The Remuneration and Nominations Committee is a single committee of the Board of Directors with the main task of nominating suitable candidates for Board of Directors membership, as well as for the position of senior executive officer, and the processing of remuneration issues related in particular to the application of articles 109 to 112 of Law 4548/2018 regarding the Company’s Remuneration Policy and Remuneration Report.

The Operation Regulation of the Remuneration and Nominations Committee shall define the purpose, composition, and term of office of its members, their duties, and responsibilities, as well as the functioning and decision-making procedure of the Remuneration and Nominations Committee.

The Remuneration and Nominations Committee has been established and operates in accordance with all applicable laws and regulations.

2. Review, Update and Compliance

This Regulation is included in the Company’s Manual of Internal Regulation and may be amended at any time by decision of the Board of Directors.

The Remuneration and Nominations Committee shall regularly review the application of this Regulation and make proposals to the Board of Directors for any amendments it deems appropriate.

This Regulation, in its current version, shall be posted on the Company’s website.

3. Purpose of the Remuneration and Nominations Committee

The main purpose of the Remuneration and Nominations Committee is to assist the Board of Directors in the performance of its duties in relation to (a) the remuneration provided by the Company, by designing and implementing a Remuneration Policy to determine appropriate remuneration in order to attract qualified executives to staff the Board of Directors of the Company and its executive positions, to maximise shareholder value and the long-term sustainability of the Company, in a manner consistent with the strategic objectives as well as the relevant legislative and regulatory framework (b) the establishment of an effective and transparent procedure for the appointment of suitable candidates to fill the posts of members of the Board of Directors and management executives of the Company.

4. Structure of the Remuneration and Nominations Committee

The members of the Remuneration and Nominations Committee are selected and appointed by the Board of Directors of the Company.

The Remuneration and Nominations Committee consists of at least three (3) non-executive members of the Board of Directors, the majority of which are independent. The Chairman of the Remuneration and Nominations Committee shall be one of the independent non-executive members.

The term of office of the members of the Remuneration and Nominations Committee coincides with the term of office of the Board of Directors, with the possibility of renewal of their appointment. In any case, however, the term of office of the members of the Remuneration and Nominations Committee may not exceed nine (9) years in total.

5. Staffing of the Remuneration and Nominations Committee

The members of the Remuneration and Nominations Committee must have all the necessary knowledge, skills, and experience to effectively conduct the duties of the Committee.

6. Remuneration of the members of the Remuneration and Nominations Committee

The members of the Remuneration and Nominations Committee may receive remuneration, which is determined mainly based on the time required for their employment, their degree of responsibility, their experience in the management of matters related to the responsibilities of the Remuneration and Nominations Committee and the level of remuneration of the other members of the Board of Directors of the Company.

7. Duties and responsibilities of the Remuneration and Nominations Committee

The duties and responsibilities of the Remuneration and Nominations Committee include the following:

In relation to fees:

• The formulation of proposals to the Board of Directors regarding the Remuneration Policy adopted by the Company and submitted for approval to the General Meeting of Shareholders, in accordance with paragraph 2 of article 110 of Law 4548/2018.
• The formulation of proposals to the Board of Directors regarding (a) the remuneration of the persons falling within the scope of the Remuneration Policy, in accordance with article 110 of Law 4548/2018, namely the members of the Board of Directors and, if applicable, the General Manager or his deputy, or any additional persons specified in the Company’s Articles of Association, and (b) the remuneration of the Company’s executives, in particular the Head of the Internal Audit Department.
• The examination of the information included in the final draft of the Annual Remuneration Report and the provision of its opinion to the Board of Directors, prior to the submission of this report to the General Meeting of Shareholders, in accordance with article 112 of Law 4548/2018.

In relation to the Nominations of candidates:

• Making recommendations to the Board of Directors in relation to the development, review, and implementation of the Board of Directors’ Suitability Policy.
• The Nominations of both the candidates for the Board of Directors and the managers on the basis of a clearly defined procedure. This procedure consists of the following steps:

1. The definition of a targeted composition profile of the Board of Directors based on the strategy and needs of the Company, as well as its diversity policy.
2. The identification of the skill gaps to achieve the above composition profile, for example by mapping the existing skill set of the Board of Directors against the skills required to meet the needs of the Company, and the subsequent identification of the position to be filled by detailing the role of that position, as well as the qualifications and time required to fulfil that role.
3. The selection of suitable persons from a broad group of candidates, taking into account the criteria set out in the Company’s Suitability Policy, including an interview process with the candidates.
4. To submit a proposal to the Board of Directors with the selected candidates, so that the Board of Directors can then put them up for election at the General Assembly.

• To periodically evaluate, at least annually, the Board of Directors and its committees at the collective level, as well as the Chairman, the CEO, and the other members of the Board of Directors at the individual level, and to review the renewal needs of the Board of Directors.
• The preparation, updating and submission to the Board of Directors for approval of a succession plan for the members of the Board of Directors, the CEO, and the executives.
• To make proposals to the Board of Directors for the design and implementation of an induction programme for new Board members, as well as a plan for the continuous training of Board members based on the relevant Board member training policy.

8. Operation of the Remuneration and Nominations Committee

The Remuneration and Nominations Committee shall meet whenever its Chairperson deems it appropriate for the smooth performance of its duties. The Chairman of the Remuneration and Nominations Committee shall be responsible for convening meetings of the members of the Committee, who shall decide on the items on the agenda and set the date and time of the meeting after consulting with the members. The invitation shall be communicated (by e-mail, telephone, or video call) to the members at least two (2) working days before the meeting. The invitation shall state the items on the agenda, the date, time, and place of the meeting. Agenda items and related documents shall normally be made available to each member at least two (2) working days before the meeting in paper or electronic form.

The quorum of the Remuneration and Nominations Committee shall be constituted, and a valid meeting shall be held when at least two members are present, and participation by proxy shall not be permitted. Decisions shall be made by an absolute majority of the members present and, in the event of a tie, the Chairman of the Remuneration and Nominations Committee shall have a casting vote.

Minutes of each meeting of the Remuneration and Nominations Committee shall be drawn up by its Chairperson. The minutes shall be drawn up in Greek, in electronic form and need not be numbered. They shall be printed and signed by the members of the Remuneration and Nominations Committee present at each meeting. They shall be entered in the Book of Minutes of the meetings of the Remuneration and Nominations Committee on the basis of the date of each meeting. The Book of Minutes of the meetings of the Remuneration and Nominations Committee, kept in hard copy, shall be kept in a secure place at the Company’s head office (registered office).

Alternatively, the Chairman of the Remuneration and Nominations Committee may delegate the drafting of the minutes, after being informed of the content of the meetings, to an employee of the Company, who in this case will function as the secretary supporting the Remuneration and Nominations Committee. The person acting as support secretary to the Remuneration and Nominations Committee will prepare the minutes, send them to the email addresses of the members of the Remuneration and Nominations Committee and ensure that an email is received from each member of the Committee indicating agreement with what is stated in the minutes. The minutes and emails of the committee members (which are equivalent to signatures of the committee members), which in this case constitute the Minutes Book of the meetings of the Remuneration and Nominations Committee kept in electronic form, shall be stored on electronic media located within the Company’s headquarters (registered office).

In any event, the Chairman of the Remuneration and Nominations Committee is responsible for all the above-mentioned procedures for keeping the minutes. The minutes shall be made available to all members of the Remuneration and Nominations Committee and the Management Board. Copies of these minutes may be issued by the Chairman of the Remuneration and Nominations Committee and the Chairman of the Board of Directors of the Company.

The Remuneration and Nominations Committee may invite to its meetings, whenever it deems appropriate, any member of the Board of Directors, any employee of the Company or any person it deems appropriate to assist in its work.

The meetings of the Remuneration and Nominations Committee with the physical presence of its members are held at the Company’s headquarters. Alternatively, the Remuneration and Nominations Committee may meet by conference call using audio and video applications. In any case, the participation of a member of the Remuneration and Nominations Committee in a meeting via visual or audio link will be considered valid.

The Chairman of the Remuneration and Nominations Committee shall regularly inform the Board of Directors of the work of the Committee. In addition, the activities of the Remuneration and Nominations Committee, as well as the participation of the members of the Committee in its meetings, should be reflected in the Corporate Governance Statement included in the Management Report of the Board of Directors prepared in accordance with article 152 of Law 4548/2018, as amended.

9. Performance indicators

The effectiveness of the operation of the Remuneration and Nominations Committee is also evaluated by the executive members of the Board of Directors of the Company. The following criteria are considered in order to conduct this evaluation:

• The estimated extent to which the Remuneration and Nominations Committee has met the scope of its responsibilities as defined by its Operating Regulation which is included in the Company’s Manual of Internal Regulation of Operation.
• The timeliness with which it informed the Board of Directors on matters related to its responsibilities.