INDICATOR: 2-19

The Parent Company, HELLENiQ ENERGY, has established, maintains and applies basic principles and rules regarding the remuneration of the members of the Board of Directors (‘Remuneration Policy’) that contribute to its business strategy, long-term interests and sustainability.

The Policy covers all types of remuneration, i.e. fixed or variable remuneration and benefits that may be paid to persons falling within its scope. The key factors for the determination of remuneration of the members of the BoD (compensation and benefits) are transparency and objectivity, which contribute to the company’s successful path, while promoting and maintaining its long term value. The Remuneration & Succession Planning Committee is assigned with the determination and supervision of the proper adherence to this process.

The Policy applies to members of the BoD according to the provisions of article 110 par. 1 and article 111 of L. 4548/2018.

In addition, Tthe HELLENiQ ENERGY Parent Company has a defined Remuneration Policy for Management-Level Executives (i.e. irrespective of any status as Board Members) which is approved by the Board of Directors following a recommendation from the Committee. This policy provides, inter alia, for the setting of the total annual remuneration framework and the way in which total remuneration is divided into fixed and variable remuneration. Apportionment of total annual remuneration With the aim of aligning individual and corporate objectives, the total remuneration is divided into fixed monthly remuneration and variable annual remuneration calculated as a percentage of the fixed remuneration. In calculating the apportionment, the following, among other things, are taken into account:

• Level of executive management rank.
• Financial results of the Company and consolidated results of the Group.
• Company and Group performance in other areas such as safety and the environment.
• The personal performance of each executive

The Board of Directors has delegated to the Remuneration and Succession Planning Committee the responsibility for setting the remuneration and benefits policy for the executive level executives and overseeing its implementation.

The Remuneration Policy has a four-year term of validity unless revised or amended by a subsequent resolution of the General Meeting due to a material change in the circumstances on the basis of which it was drawn up, and is available via the Company’s website.

No provision is made for, nor do the following apply to non-executive directors: a) remuneration due to termination of their membership of the Board of Directors, b) clawbacks c) retirement benefits. Executive Directors of the Company are subject to the termination indemnities for termination of their contract with the Company, as well as retirement benefits provided by law, their individual contracts, group insurance policies and the Company’s Policies.

Company’s employee remuneration policy for executives holding managerial position

The Company has adopted a Remuneration policy for its Management-Level Executives (irrespective of their capacity as members of the BoD) which is approved by the Remuneration & Succession Planning Committee. This Policy provides, inter alia, for the definition of the framework of the overall annual remuneration and the way it is structured between fixed and variable remuneration. The basic principles of the abovementioned policy are as follows:

Overall level of remuneration of the Company’s executives

The overall level of remuneration depends, inter alia, on the following factors for each executive:

• The hierarchical and management level as well as the seniority of the position.
• The subject and the level of specialization.
• The experience and expertise of each executive.
• The level of the executives’ remuneration based on research data of the Greek and international market.

Allocation of the total annual remuneration

Aiming at aligning personal and corporate goals, the total remuneration is allocated to fixed monthly and variable annual remuneration calculated as a percentage of fixed remuneration. The following factors are considered in the calculation of the above allocation:

• The management level of the executive.
• Company’s financial results and Group consolidated results.
• Company and Group performance in other areas such as safety and environment.
• Individual performance of each executive.

Medium- and Long-term variable remuneration plans

The Company’s employee remuneration policy may provide for medium-and long-term plans and associated variable remuneration. Such plans had been designed in the past and implemented by the Company either through cash variable remuneration or a stock option plan. Given that these plans constitute a significant lever for the accomplishment of long-term strategic goals, they are likely to be designed and implemented by the Company in the future after acquiring all necessary approvals depending on the type of the plan.

In addition, the executives can participate in benefit programs. Indicative benefits include, among others, company car and fuel card, participation in group life and health insurance plans, as well as pension plans.

Management-level executives as well as the rest of the employees receive upon retirement compensation based on employment years and monthly salaries in accordance with the relevant decisions of the Management, the company collective labor agreement and the Internal Labor Regulation.

For executives and senior management, the evaluation is done annually based on KPIs, while targets and the company’s performance are linked to the executives’ objectives in sustainable development issues (the gravity percentage varies depending on the employment sector).

EKO SA

The Board of Directors of EKO SA consists of 10 members, including the Chairman & CEO. Of the 10 members, 7 are Group executives and are remunerated in accordance with the Group’s policy. 2 members of the Board of Directors are representatives of the Employees’ Union of EKO SA.

The remuneration of the members of the Board of Directors is determined by the General Meeting of Shareholders.

DIAXON

Regarding the members of the Board of Directors of Diaxon (including the Chairman & CEO), out of the total of 6 members the 4 members are executives of HELLENiQ PETROLEUM R.S.S.O.P.P. and they are remunerated based on the relevant policy of the HELLENiQ ENERGY. A member of the Board is a representative of the Employees’ Company Union.

ASPROFOS

The remuneration of the members of the Board of Directors is determined by the General Assembly  of the Shareholders.
Senior executives are paid a fixed monthly salary and their performance is evaluated based on KPIs.

EKO Cyprus

A policy is in place covering the remuneration of the senior executives concerning both fixed and variable pay. Variable pay is based on yearly objectives. Τhe executives’ individual goals include financial and operational objectives as well as goals regarding health, safety and improvement/training of personnel.

EKO Bulgaria

Senior Executives: The remuneration policy includes both fixed and variable remuneration which is performance-based.
Board of Directors members: Some of the members of the Board of Directors receive remuneration as a fixed fee on a monthly basis.

EKO Serbia

BoD members receive the compensation stipulated by the General Assembly. Senior executives are evaluated through the performance management system.

Jugopetrol

Performance-based remuneration. Members of the Board of Directors are remunerated on a monthly basis.

ΟΚΤΑ

Members of the BoD are remunerated on a monthly basis with fixed fee. Senior executives: remuneration include fixed pay and variable pay which is  based on performance (KPIs).