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CORPORATE GOVERNANCE STATEMENT

Corporate Governance Statement

The company has voluntarily decided to adopt the Corporate Governance Code for listed companies of the Hellenic Corporate Governance Council (HCGC) (here in after referred to as "Code"). The Code can be found on the HCGC website, at the following address:

https://www.athexgroup.gr/el/web/guest/esed-hellenic-cgc.

Apart from the HCGC website, the code is available to all staff via the company's internal website and in printed format at both the Group’s General Finance and General HR & Administration Services Divisions.

Deviations from the Code of Corporate Governance

The company, upon occasion, deviates or does not apply in its entity certain provisions of the Code, in respect to:

  • With regard to the size and composition of the Board of Directors (or “BoD”).
  • With regard to the nomination of BoD members.
  • With regard to the operation, in general and evaluation of the BoD.
  • With regard to the level and structure of remuneration.
  • With Regard to the General Meeting of shareholders.

Corporate Governance Practices in addition to the provisions of the Law

The company, over the course of implementinga structured and adequate system of corporate governance, the Company has applied specific practices of good corporate governance, some of which are on top of those provided by the applicable legislation.

Specifically, the company has applied the following additional corporate governance practices, which all relate to the size, composition, functions and general operation of the Board:

Due to the nature and objective of the Company, the complexity of matters and the necessary legal support of the Group, which includes a number of operations and subsidiaries in Greece and abroad, and in order to assist it in its work, the BoD has established committees that comprise of its members, with advisory, supervisory or approving authorities.

The secommittees are listed below:

  1. Audit Committee
  2. Crude Oil & Petroleum Products Supply Committee
  3. Finance & Financial Planning Committee
  4. Labour Issues Committee
  5. Remuneration & Succession Planning Committee

In addition to the above Board committees, executive and non executive committees have been setupandare in place, mainly advisory in nature, composed of senior company executives and designed to assist Management. The main committees include:

  1. Group Executive Committee
  2. Group Manufacturing Activities Committee
  3. Domestic & International Fuels Marketing Committee
  4. Oil Supply and Sales Committee
  5. Group Credit Committee
  6. Investment Evaluation Committee
  7. Electricity, Natural Gas & Renewable Energy Sources Committee
  8. Exploration and Production Committee

The BoD has adopted provisions in the Company’s Internal Operating Regulation on the prohibition of stock exchange transactions by the Chairman of the BoD, the CEO and other members of the BoD, for as long as they serve as either Chairman of the BoD or CEO of an associated company. The BoD has also adopted a Procedure of Monitoring and Disclosure of Significant Participations and Transactions on the Company’s shares, as well as a procedure of Monitoring and Disclosing Transactions and Financial Activity with the Company’s key clients and suppliers.