Thessaloniki Port Authority S.A.

Corporate Announcement

Announcement for the forma on of the Board of Directors to a body, the elec on and forma on of the Audit Commi ee, the Remunera on Commi ee and the Nomina on Commi ee

Thessaloniki, 14/05/2024

ThPA S.A. ("Company") announces that, following the decision of the Annual General Mee ng dated 10/05/2024 on the elec on of a new Board of Directors, a mee ng of the newly elected Board of Directors followed on 13/05/2024, during which it was formed into a body, with a term of office un l 10/05/2029, as follows:

  1. Athanasios Liagkos son of Ele herios, execu ve member, Execu ve Chairman of the BoD,
  2. Panagio s Michalopoulos son of Angelos, independent non-execu ve member, Vice-Chairman of the BoD,
  3. Arie Koppelaar son of Gerrit, execu ve member, Chief Execu ve Officer,
  4. Konstan nos Fo adis son of Panagio s, non-execu ve member,
  5. Mar n Masson son of Christian, non-execu ve member,
  6. Zonglyu (Jessie) LU daughter of Yaomin LU, non-execu ve member,
  7. Panagio s Stampoulidis son of Grigorios, non-execu ve member,
  8. Evangelia Damigou daughter of Emmanuel, non-execu ve member,
  9. Angeliki Samara daughter of Dimitrios, independent non-execu ve member,
  10. Efstathios Koutmeridis son of Theodoros, independent non-execu ve member and
  11. Ioannis Tsaras son of Georgios, independent non-execu ve member.

The Board of Directors also ascertained the following:

1. Each member meets the individual suitability criteria as a member of the Board of Directors of the Company, as he/she has the appropriate experience, sufficient knowledge, skills, independence of judgement, character requirements and good reputation and does not have impediments or incompatibility with the provisions of the Suitability Policy and the current legal and regulatory framework of the Company.

ThPA S.A. www.thpa.gr- pc 54625

Treasury and Investor Rela ons Department, Τ: +30 2310 593335, E: Shares@thpa.gr

2. The par cipa on of each member in the eleven-member(11-member) composi on of the new Board of Directors of the Company contributes to the fulfilment of the

collec ve suitability of the Board of Directors and in par cular: his/her participation in the Board of Directors allows for fulfilling and enhancing the expertise of the Board in the field of the Company's activities, the implementation of the Company's strategy and the running of the daily operation of the Company.

3. The new Board of Directors fulfil all the criteria and conditions set out in L.4706/2020 on corporate governance, the approved Suitability Policy of the Company's BoD members and the current legal and regulatory framework. In particular, in its composition:

  1. The Board of Directors covers the adequate representation per gender exceeding the minimum provisions of L.4706/2020 and the Suitability Policy of the Company's BoD members, as three (3) women participate out of a total of eleven (11) members, that is, the participation of the female gender amounts to 27,27%.
  2. The criteria of independence deriving from the law, are met by not less than 1/3 of the total number of BoD members, since four (4) out of a total of eleven
  1. members, and in particular - Panagio s Michalopoulos,
    - Angeliki Samara,
    - Efstathios Koutmeridis and - Ioannis Tsaras,
    meet the criteria of independence in accordance with article 9 of L.4706/2020, as:
  1. they do not directly or indirectly hold more than 0,5% of the Company's share capital and
  2. they are free from any financial, business, family or other kind of dependency relationship, which may affect their decisions and their independent and objective judgment.

The independence has been ascertained by the General Meeting of Shareholders of the Company of 10/05/2024, which decided on the election of the new Board of Directors.

  1. The Board of Directors shall include members of four different nationalities enhancing the pool of skills and experience that the Company has for its most senior positions, as well as its competitiveness, productivity and innovation.
  2. All the members of the Board of Directors have the appropriate experience, sufficient knowledge, skills, independence of judgment, integrity and good reputation, have no impediments and do not lack suitability in accordance with the approved Suitability Policy and the applicable legal and regulatory framework of the Company.

ThPA S.A. www.thpa.gr- pc 54625

Treasury and Investor Rela ons Department, Τ: +30 2310 593335, E: Shares@thpa.gr

  1. The eleven-member (11) composition enhances the proper and effective exercise of the BoD's duties and responsibilities, reflects the Company's size, organization, and mode of operation; also, the BoD members possess a wide range of knowledge, skills, qualifications and experience, which cover the expertise related to each business activity of the Company and the main risks associated with it, strategic planning, financial reports, compliance with the legal and regulatory framework, corporate governance issues, ability to identify and manage risks and impacts of the technology on the Company.

Subsequently, the new Board of Directors a er evaluated the candidate members of the new Audit Commi ee and ascertained that ar cle 44 of L.4449/2017 and the independence criteria of ar cle 9 par. 1 & 2 of L.4706/2020, elected the new Audit Commi ee of ThPA SA, in accordance with the Company's Ar cles of Associa on (no. 12, 7§6), which cons tutes a Commi ee of the Board of Directors and consists of three

  1. non-execuve members of the Board of Directors, of which two (2) independent members and one (1) non-execu ve, with a term of office un l 10/05/2029, as decided by the Annual General Mee ng of Shareholders of 10/05/2024.
    Specifically, the new Audit Commi ee of ThPA SA consists of:
    1. Panagio s Michalopoulos son of Angelos, independent non-execu ve member,
    2. Panagio s Stampoulidis son of Grigorios, non-execu ve member,
    3. Efstathios Koutmeridis son of Theodoros, independent non-execu ve member.

It is noted that:

  1. the members of the Audit Commi ee have sufficient knowledge of the sector in which the Company operates in view of
    1. the professional experience of Mr. Panagio s Michalopoulos and his par cipa on in previous Audit Commi ees and the Board of Directors of the Company, through which he acquired clear and sufficient knowledge of the business environment and opera ng condi ons of the Company,
    2. the par cipa on of Mr. Panagio s Stampoulidis in the previous Audit Commi ee of the Company and the Board of Directors, as well as his experience in the opera on of private and public organiza ons a er a significant career in management, as well as in projects of reorganiza on and improvement of corporate processes.
    3. the professional experience of Mr. Efstathios Koutmeridis in financial control and tax administra on, holding relevant senior management posi ons, based on which he can understand the way the Company is organized and operates.
  2. The criterion of sufficient knowledge and experience in the field of audi ng or accoun ng (and interna onal standards) is fulfilled due to:

ThPA S.A. www.thpa.gr- pc 54625

Treasury and Investor Rela ons Department, Τ: +30 2310 593335, E: Shares@thpa.gr

  1. the par cipa on of Mr. Panagio s Michalopoulos in the previous Audit Commi ees of the Company, as Chairman, his business ac vity and service in senior management posi ons, as Deputy Director and Vice-Chairman of the Board of Directors of the Special Cancer Hospital "METAXA", and his experience in preparing and audi ng financial statements, and
  2. the capacity of Mr. Efstathios Koutmeridis as a cer fied internal auditor, with professional experience in financial audit and tax administra on, having served as a financial inspector with experience in conduc ng inves ga ons - Administra ve inquiries, Internal Management Audits, Asset Audits & Internal Audits,

3. The requirements and independence criteria set by the current regulatory framework (ar cle 9 par. 1 & 2 of L.4706/2020) are met by the majority of the members of the Commi ee and in par cular by Mr. Panagio s Michalopoulos and Mr. Efstathios Koutmeridis, as:

  1. they do not hold, directly or indirectly, more than 0,5% of the Company's share capital and
  2. they are free from any financial, business, family or other kind rela onship of dependence, which may influence their decisions and their independent and

objec ve judgment.

Their independence was ascertained by the Annual General Mee ng of 10/05/2024.

The CVs of the members of the Audit Commi ee are posted on the Company's website (h ps://www.thpa.gr/general-meengs/), in order to provide full, adequate and appropriate informa on to both the Company's shareholders and the investors.

Following the above decision of the Board of Directors of 13/05/2024, the Audit Commi ee met on 13/05/2024 and was formed into a body as follows:

1. Panagio s Michalopoulos son of Angelos, independent non-execu ve member of the BoD, Chairman of the Audit Commi ee

2.Panagio s Stampoulidis son of Grigorios, non-execu ve member of the BoD, Member of the Audit Commi ee

3. Efstathios Koutmeridis son of Theodoros, independent non-execu ve member of the BoD, Member of the Audit Commi ee

The Chairman of the Audit Commi ee is an independent, non-execu ve member of the BoD, within the meaning of ar cle 9 par. 1 & 2 of L.4706/2020.

Subsequently, the new Board of Directors, a er evalua ng the candidate members of the new Remunera on Commi ee of the Company in accordance with ar cle 11 of L.4706/2020, consis ng of five (5) non-execu ve members of the BoD, of which three

(3) independent non-execu ve members of the BoD, within the meaning of ar cle 9

ThPA S.A. www.thpa.gr- pc 54625

Treasury and Investor Rela ons Department, Τ: +30 2310 593335, E: Shares@thpa.gr

of L.4706/2020, elected the new Remunera on Commi ee of ThPA SA, with a term equal to the term of office of the Board of Directors, that is un l 10/05/2029. Specifically, the new Remunera on Commi ee of ThPA SA consists of:

  1. Panagio s Michalopoulos son of Angelos, independent non-execu ve member of the BoD,
  2. Mar n Masson son of Christian, non-execu ve member of the BoD
  3. Angeliki Samara daughter of Dimitrios, independent non-execu ve member of the BoD,
  4. Ioannis Tsaras son of Georgios, independent non-execu ve member of the BoD, and
  5. Konstan nos Fo adis son of Panagio s, non-execu ve member of the BoD

It is noted that:

  1. the members of the Remunera on Commi ee collec vely have the appropriate knowledge, experience and exper se regarding remunera on policies and prac ces, as well as risk management, in order to ensure compliance of the remunera on policy with the risk profile of the Company. Each member of the Remunera on Commi ee has the appropriate exper se and professional experience in managing the Company's risks as:
    • Mr. Panagio s Michalopoulos has experience in the management of companies, organiza ons and associa ons of the public and private sector and has served in the previous Remunera on Commi ees of the Company.
    • Mr. Mar n Masson holds a Master's degree in Accoun ng and Management, he is a Chartered Financial Analyst and he has extensive managerial experience as well as experience in the field of Audit.
    • Ms. Angeliki Samara has experience in the oversight of financial repor ng and audit.
    • Mr. Ioannis Tsaras has experience in management and business development in companies and organiza ons, including the mari me sector and port industry, both at na onal and European level.
    • Mr. Konstan nos Fo adis is serving as the Chief Legal Officer in a company with wide range of ac vi es, as well as legal advisor and member of the Board of Directors of several companies.
  2. The requirements and independence criteria set by the current regulatory framework (ar cle 9 par. 1 & 2 of L.4706/2020) are met by the majority of the

members of the Commi ee and in par cular by Mr. Panagio s Michalopoulos, Mrs. Angeliki Samara and Mr. Ioannis Tsaras, as:

  1. they do not hold, directly or indirectly, more than 0,5% of the Company's share capital and
  2. they are free from any financial, business, family, or other kind rela onship of dependence, which may influence their decisions and their independent and

objec ve judgment.

Their independence was ascertained by the Annual General Mee ng of 10/05/2024.

ThPA S.A. www.thpa.gr- pc 54625

Treasury and Investor Rela ons Department, Τ: +30 2310 593335, E: Shares@thpa.gr

The CVs of the members of the Remunera on Commi ee are posted on the Company's website (h ps://www.thpa.gr/general-meengs/), for the purpose of full, adequate and appropriate informa on to both the Company's shareholders and the investors.

Following the above decision of the Board of Directors of 13/5/2024, the Remunera on Commi ee met and was formed into a body as follows:

  1. Panagio s Michalopoulos son of Angelos, independent non-execu ve member of the BoD, Chairman of the Remunera on Commi ee.
  2. Mar n Masson son of Christian, non-execu ve member of the BoD, Member of the Remunera on Commi ee
  3. Angeliki Samara daughter of Dimitrios, independent non-execu ve member of the BoD, Member of the Remunera on Commi ee
  4. Ioannis Tsaras son of Georgios, independent non-execu ve member of the BoD, Member of the Remunera on Commi ee and
  5. Konstan nos Fo adis son of Panagio s, non-execu ve member of the BoD, Member of the Remunera on Commi ee.

The Chairman of the Remunera on Commi ee is an independent, non-execu ve member of the BoD, within the meaning of ar cle 9 par. 1 & 2 of L.4706/2020.

Subsequently, the new Board of Directors, a er evalua ng the candidate members of the new Nomina on Commi ee of the Company in accordance with ar cle 12 of L.4706/2020, consis ng of five (5) non-execu ve members of the BoD, of which three

  1. independent non-execu ve members of the BoD, within the meaning of ar cle 9 of L.4706/2020, elected the new Nomina on Commi ee of ThPA SA, with a term equal to the term of office of the Board of Directors, i.e. un l 10/05/2029.
    Specifically, the new Nomina on Commi ee of ThPA SA consists of:
    1. Angeliki Samara daughter of Dimitrios, independent non-execu ve member of the BoD,
    2. Mar n Masson son of Christian, non-execu ve member of the BoD
    3. Panagio s Michalopoulos son of Angelos, independent non-execu ve member of the BoD,
    4. Ioannis Tsaras son of Georgios, independent non-execu ve member of the BoD and,
    5. Konstan nos Fo adis son of Panagio s, non-execu ve member of the BoD

It is noted that,

1. the members of the Nomina on Commi ee collec vely have the appropriate knowledge, experience and exper se regarding corporate governance issues, as well as the Company's business ac vity and the key risks associated with it, as:

ThPA S.A. www.thpa.gr- pc 54625

Treasury and Investor Rela ons Department, Τ: +30 2310 593335, E: Shares@thpa.gr

  • Ms. Angeliki Samara has served as the Chairperson of the previous Nomina on Commi ee of the Company and is an independent non-execu ve member of listed companies.
  • Mr. Mar n Masson has extensive managerial experience in the company's field of ac vity, as he serves as the Managing Director of a company that owns 21 terminals worldwide.
  • Mr. Panagio s Michalopoulos has served as a member of the previous Nomina on Commi ee of the Company and has experience in the management of companies, organiza ons and associa ons of the public and private sector.
  • Mr. Ioannis Tsaras has experience in business administra on and development in companies and organiza ons, including the shipping sector and port industry, both na onally and Europeanly.
  • Mr. Konstan nos Fo adis has experience in corporate governance ma ers of sociétés anonymes, some of them in the fields of tourism and transporta on.

2. The requirements and independence criteria set by the current regulatory framework (ar cle 9 par. 1 & 2 of L.4706/2020) are met by the majority of the members of the Commi ee and in par cular by Mrs. Angeliki Samara, Mr. Panagio s Michalopoulos and Mr. Ioannis Tsaras, as:

  1. they do not hold, directly or indirectly, more than 0,5% of the Company's share capital and
  2. they are free from any financial, business, family or other kind rela onship of

dependence, which may influence their decisions and their independent and objec ve judgment.

Their independence was ascertained by the Annual General Mee ng of 10/05/2024.

The CVs of the members of the Nomina on Commi ee are posted on the Company's website (h ps://www.thpa.gr/general-meengs/), for the purpose of full, adequate and appropriate informa on to both the Company's shareholders and the investors.

With the above decision of the Board of Directors of 13/05/2024, the Company's Nomina on Commi ee is as follows:

  1. Angeliki Samara daughter of Dimitrios, independent non-execu ve member of the BoD, Chairwoman of the Nomina on Commi ee.
  2. Mar n Masson son of Christian, non-execu ve member of the BoD, Member of the Nomina on Commi ee
  3. Panagio s Michalopoulos son of Angelos, independent non-execu ve member of the BoD, Member of the Nomina on Commi ee.
  4. Ioannis Tsaras son of Georgios, independent non-execu ve member of the BoD, Member of the Nomina on Commi ee and,
  5. Konstan nos Fo adis son of Panagio s, non-execu ve member of the BoD, Member of the Nomina on Commi ee.

ThPA S.A. www.thpa.gr- pc 54625

Treasury and Investor Rela ons Department, Τ: +30 2310 593335, E: Shares@thpa.gr

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Thessaloniki Port Authority SA published this content on 14 May 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 14 May 2024 13:49:03 UTC.