BoD COMPOSITION

The Members of the Board of Directors are elected a) by the General Meeting regarding the 9 Members of the majority Shareholder, b) by the Special Meeting regarding the 2 representatives of the minority and c) by elections between the employees of the Company for the 2 representatives of the employees and has a five-year term with the possibility of extension up to one (01) year in accordance with Article 11 of the Articles of Association.

This Board of Directors has emerged from the Special General Meeting of Minority Shareholders (11/6/2018), the June 2017 employee elections and the General Meeting (26/6/2019). Theodora Varvarigou, Charalambos Sachinis, Anastasios Tosios, Aikaterini Beritsi, Alexandros Nasoufis, Angelos Amditis, Michail Stavroulakis, Dimitris Konstantakopoulos and Alexandros Pouliasis were elected by the 26th General Assembly of 2019, by the Shareholders of the majority "HELLENIC HOLDING AND PROPERTY COMPANY SA" and "PUBLIC PROPERTY UTILIZATION FUND OF THE PUBLIC SA" with a five-year term, with the possibility of extension up to one (01) year in accordance with article 11 of the Articles of Association and ending on 28.06.2024. Mr. Christos Karaplis was elected following a proposal by the Minister of Finance to the Shareholder of the majority "Hellenic Holdings and Property Company SA" according to subsection b' of par. 4 of article 197 of Law 4389/2016 on May 15, 2020. Christos Mistriotis and Panagiotis Skoularikis have been elected by the Special General Meeting of Minority Shareholders of EYDAP SA. (June 11, 2018) with a term of office until June 11, 2023, while Emmanouil Aggelakis and Georgios Alexandrakis are representatives of EYDAP employees with a term ending on July 6, 2022.

The Company is managed by the Board of Directors, whose number of the members of which is odd and shall not exceed thirteen (13) members or be less than seven (7) members. The Board of Directors consists of executive, non-executive and independent non-executive members as per the provisions of articles 3 and 4 of Law 3016/2002 as whenever.

The General Meeting of Shareholders has the authority to determine the number of members of the Board of Directors as well as to increase or decrease their number, always within the limits specified in the Company’s Articles of Association and the law.

The Board of Directors consists of:

a. Two (2) representatives of the Company employees elected (along with an equal number of alternate representatives) by direct and universal vote;

b. Two (2) members representing minority shareholders and which are elected as provided for in article 36 of the Company’s Articles of Association;

c. Shareholder representatives, elected by the General Meeting according to article 11 of the Articles of Association, the provisions of Law 4548/2018 and Law 4389/2016.

In accordance with EYDAP’s Articles of Association, Article 11, par. 6 as amended by the 26-6-2020 decision of the Regular General Meeting of the Shareholders, the tenure of the Board of Directors' members is four years and is extended automatically until the expiry of the deadline within which the next Regular General Meeting must be held and until the time the relevant decision is made. The extension may not exceed one (1) year and the maximum term of office of the members may not exceed five (5) years. The General Meeting may decide on a partial renewal of the Board of Directors and / or successive expirations of

the term of office of its members. In this case, it is allowed to initially provide for unequal terms of the members of the Board of Directors. The members of the Board of Directors can be freely recalled. Such recall and substitution is done by those having the right to elect or nominate. The General Meeting may substitute any of the members of the Board of Directors who has elected in accordance with paragraph 2, subparagraph. c of the article 11 of the Articles of Association of EYDAP and before the end of their term of office. The members of the Board of Directors may be appointed anew or reelected without limitation and may be recalled without limitation. The members of the Board of Directors may not be related by blood or marriage, up to the third degree of relation, and may not be in any form contractors or suppliers of the Company or members of the Board of Directors or employees of a business having business relationship with the Company. The members of the Board of Directors may, however, be members of the Board of Directors or employees of a business associated with the Company, in accordance with the International Accounting Standards 24 and 27.

Until June 26, 2019, two independent non-executive members were in the Board of Directors. At the Ordinary General Meeting of June 26, 2019, where nine (9) members of the Board of Directors were elected by the majority shareholders "HELLENIC CORPORATION OF ASSETS AND PARTICIPATIONS SA" and "HELLENIC REPUBLIC ASSET DEVELOPMENT FUND SA" (see section Important Events herein), three (3) independent Members were appointed: Ms Catherine Beritsi, Mr Alexandros Nassoufis and Mr Michael Stavroulakis. At the Ordinary General Meeting it was stated that the competent services of EYDAP SA namely the Division of Finance and Development, the Division of Communication and Corporate Affairs, the Board of Directors Secretariat and the Division of Legal Services have audited the fulfillment of the independence requirements set by Law 3016/2002 and the Code of Corporate Governance-Internal rules of operation of EYDAP SA regarding the candidates for Independent Members. Following this audit, the Company's Shareholders found that all of the potential independent Members were fulfilling their independence requirements and their appointment as independent was approved. EYDAP SA in line with the Corporate Governance legislation, the relevant European directives and the Greek Corporate Governance Code for Listed Companies and in order to ensure the decisions’ objectivity of the highest Governing body, complies with the following objectivity criteria, according to which until the commencement of the effective period, i.e. 17.7.2021 of L. 4706/2020, the independent nonexecutive members of the Board of Directors must be elected:

1. Independent non-executive Members of the Board of Directors should not hold shares of more than 0.5% of the share capital of the Company during their term of office and should not have any relationship of dependence with the Company or its affiliates.

Relationship of dependence exists when a member of the Board of Directors:

a. Maintains a business or other professional relationship with the Company or with an affiliated company within the meaning of Article 42e par. 5 of C.L. 2190/1920, which relationship affects its business operations especially when it is an important supplier or client of the Company.

b. Is a relative up to the second degree or is a spouse of an executive member of the Board of Directors or an executive director or a shareholder holding the majority of the share capital of the Company or an affiliated company within the meaning of article 42e par. 5 of C.L. 2190/1920.

c. Has been appointed in accordance with article 18 par. 3 of C.L. 2190/1920.

2. Independent Members of the Board of Directors may, either individually or in conjunction, file reports and submit separate reports apart from those of the Board of Directors to the ordinary or extraordinary general meeting of the Company, if they consider it necessary.

3. In order to verify the compliance with the provisions of this law, within twenty days of the establishment of the Board of Directors, the Company submits to the Hellenic Capital Market Commission the minutes of the General Meeting that elected the independent members of the Board of Directors. Similarly, within the same deadline the Board of Directors minutes are submitted, in which the status of each member of the Board of Directors is defined as an executive, non-executive or a temporary independent member is elected in replacement of another who resigned, removed or for any reason was denied.

In addition, in the context of the determination of the independence of both its candidate and current members, the Board of Directors should consider that a relationship of dependence occurs when the member:

·         is (in accordance with Law 3016/2002) or has been an employee, senior officer or Chairman of the Company’s Board of Directors or its subsidiary within the previous three (3) years,

·         receives or has received from the Company, within the 12 months prior to his/her appointment, any compensation other than his/her remuneration as a member which has been approved by the Company’s General Meeting of Shareholders,

·         has (in accordance with Law 3016/2002) or had a substantial business relationship with the Company or its subsidiary, in particular as a major customer, supplier or consultant of the Company or as a partner, shareholder or member of the Board of Directors, or as a legal entity chief executive that has such relationship with the Company or its subsidiary,

·         has been an ordinary auditor of the Company or its subsidiary or partner or employee of an enterprise that provides regular audit services to the Company or its subsidiary, within the last three (3) years,

·         has (in accordance with Law 3016/2002) a second degree family relation or a marital relationship with a non-independent member of the Board of Directors, a senior executive, a consultant or a major shareholder of the Company or its subsidiary,

·         controls directly or indirectly via related parties more than 10% of the voting rights of the Company or represents a major shareholder of the Company or its subsidiary,

·         has served in the Board of Directors for more than twelve (12) years from the date of his first election,

·         has been an ordinary auditor of the Company or its subsidiary or partner or employee of an enterprise that provides regular audit services to the Company or its subsidiary, within the last three (3) years,

·         has (in accordance with Law 3016/2002) a second degree family relation or a marital relationship with a nonindependent member of the Board of Directors, a senior executive, a consultant or a major shareholder of the Company or its subsidiary,

·         controls directly or indirectly via related parties more than 10% of the voting rights of the Company or represents a major shareholder of the Company or its subsidiary.

In 2020, the Board of Directors independent members maintain their independence in accordance with the aforementioned.

Convocation of the Board of Directors

The Board of Directors is convened by its Chairman or the Chairman's legal deputy, pursuant to the provisions of the Company’s Articles of Association, and holds its meetings at the registered office of the Company. The agenda is presented to the Board of Directors by the Chief Executive Officer.

The Board of Directors holds ordinary meetings as provided by the Legislation, the Articles of Association or the Company’s needs and also holds extraordinary meetings if so deemed necessary by its Chairman. The agenda of the Board of Directors' meetings is established by the Chairman and the agenda items are included in the invitation of the meeting sent to the directors.

The invitation to the meeting is disclosed to the members of the Board of Directors at least two (2) business days prior to the day of the meeting and shall clearly indicate the agenda items. Otherwise, decisions may be adopted only if all members are present or represented at the meeting and none of them objects to the decision making. If the meeting is to be held outside the Company's headquarters, the invitation to the meeting is notified to the members of the Board of Directors at least five (5) working days prior to the day of the meeting. As to the rest, the provisions of article 91 of Law 4548/2018, shall apply.

Quorum - Majority – Representation of Members of the Board of Directors

The Board of Directors is in quorum and legally meets when half plus one of its members are present, subject to the provisions of paragraphs 4, 4a and 5 of article 11 of the Company’s Articles of Association. To find the number constituting a quorum, any resulting fraction is omitted. The number of the members attending in person can never be less than three. The decisions of the Board of Directors are made by absolute majority of the members present. In case of votes evenly divided, the Chairman of the Board of Directors does not have a casting vote. In case of the Chairman’s absence or impediment, the meeting is chaired by the Chairman's deputy. The meetings of the Board of Directors may be attended without the right to vote by scientific advisors, legal or otherwise, and experts as well as by the Director of the Legal Department of the Company, as long as they are invited to attend by the Chairman or the Board of Directors, and in case of absence or impediment of the Director of the Legal Department Annual Financial Report Fiscal Year 01.01.2020 – 31.12.2020 38 of the Company , another lawyer as instructed by the Chairman of the Board of Directors. All the members have the right to be advised in writing, by the Chairman and the Chief Executive Officer, on the management of the Company and the course of the corporate affairs in general. A member who is absent may be represented by another member, by means of written authorization to this effect. Each member may represent only one absent member. Representation on the Board of Directors may not be assigned to persons who are not members of the Board of Directors, unless the representation is assigned to any appointed member of the Board of Directors.

The discussions and decisions of the Board of Directors are summarized in a special book that can be kept electronically. At the request of a member of the Board of Directors, the Chairman is obliged to enter in the Minutes a summary of the opinion of this member. The President has the right to refuse the registration of an opinion, which refers to issues that are obviously off the agenda or its content is clearly contrary to good morals or the law. A list of members of the Board of Directors present or represented at the meeting is also entered in this book.

The Minutes of the Board of Directors are signed by the members attended the meeting. Any refusal by a member to sign the Minutes is entered in the Minutes. Copies of the Minutes shall be submitted by the Chairman or his Deputy, without any further approval. The Company is responsible for securing that the decisions of the Board of Directors took place on the date and time indicated in the Minutes.

Copies of Minutes of the Board of Directors, which are required to be registered in the registry of Public limited companies, according to Article 12 of Law 4548/2018 or other provisions, shall be submitted to the competent supervisory Authority within twenty (20) days of the meeting of the Board of Directors.

Drafting and signing the Minutes by all members of the Board of Directors or their representatives is equivalent to a decision of the Board of Directors, even if no meeting has been previously held. This regulation also applies if all consultants or their representatives agree to have their majority decision recorded in the Minutes, without meeting. The relevant Minutes are signed by all the consultants via handwritten or digital signature.

Authority and responsibilities of the Board of Directors

The Board of Directors is the supreme management body of the Company that primarily formulates the corporate growth policy and strategy while supervising and overseeing the management of the corporate assets.

The Board of Directors has the authority to decide on all matters with respect to the management of the corporate assets, the administration and representation of the Company and its activity in general, and proceeds with all action and decisions aimed at the fulfilment of the Corporate object; the Board of Directors also monitors the course of the Company and the implementation of its activities. Those matters which, under the provisions of the Law or the Articles of Association, fall within the exclusive authority of the General Meeting, are excluded.

Responsibility of the Board of Directors Members

Every member of the Company’s Board of Directors is responsible against it during the period of administration and management of corporate affairs in accordance with the provisions of Law 4548/2018 and especially Article 102 thereof, as well as Law 3016/2002 and in all case in accordance with provisions of the current legislation governing the operation of listed companies.

Delegation of responsibilities by the Board of Directors

The Board of Directors may delegate the authorities of management and representation of the Company to a member or members or non members. The Board of Directors may also assign the internal control of the Company to one person or persons, non-members. These persons may, if provided by the decisions of the Board of Directors, further delegate the exercise of authorities assigned to them or part of them to other members of the Board of Directors or third parties.

Diversity Policy

The Company recognizes the importance of promoting the principle of diversity in the composition of its Board of Directors, in the staff of its senior executives as well as in all full-time employees in its activities with basic parameters, including gender, age, experience , skills and knowledge, and ensures that there is no exclusion due to discrimination on grounds of sex, race, color, ethnic or social origin, religion or belief, property, disability, age or sexual orientation.

In this direction, the Company is in the process of preparing a Diversity Policy regarding the composition of its Board of Directors, which will be a special section of the Qualification Policy of the Board members, in accordance with Article 3 of Law 4706/2020 effective from 17.7.2021, in order to promote an appropriate level of diversity in the senior governing body and a diverse group of members.