15 July 2021

Γνωστοποίηση εκλογής νέου Δ.Σ. & συγκρότησής του σε Σώμα – Εκλογή νέας Επιτροπής Ελέγχου και ορισμός του Προέδρου αυτής – Ορισμός νέας Επιτροπής Αμοιβών και Υποψηφιοτήτων.

Industrial area of Sindos – Thessaloniki, July 15th, 2021

Subject: Announcement of the election of new Board of Directors and its constitution as a body – Election of a new Audit Committee and appointment of its Chairman – Election of a new Remuneration and Nominations Committee

The Limited Company under the name “ELGEKA S.A.” (hereinafter referred to as “Company”), in accordance with the provisions of the Market Abuse Regulation (EU) 596/2014 of the European Parliament and of the Council of 16 April 2014 and the ATHEX Regulation, notifies the investing public of the following:

Α) Election of a new Board of Directors and constitution of it as a body

The Annual Ordinary General Meeting of the Company’s Shareholders held today, Thursday, July 15, 2021, unanimously elected a new six-member Board of Directors, which consists of the following members:

  1. Alexandros Katsiotis, son of Georgios
  2. Elli Drakopoulou, wife of Nikolaos
  3. Kyriaki Ilia, daughter of Fotios
  4. Adamantios Letsios, son of Athanasios
  5. Vasiliki Karagianni, daughter of Pavlos and
  6. Apostolos Papadopoulos, son of Konstantinos

The curriculum vitae of the above elected members of the Board of Directors have been posted on the Company’s website (http://www.elgeka.gr).
The above Board of Directors will have a term of office for a new period of four years ending its term on July 15, 2025, which may be extended until the election of a new Board of Directors from the next Ordinary General Meeting that will convene after the above date.

Ministry of Development & Investments – General Secretariat for Commerce & Consumer Protection –
General Secretariat of Market – Directorate of Companies – Department of Supervision of Public Companies & Athletic Companies G.E.MI. Νο: 57298604000

In addition, after ascertaining the fulfillment by them of the independence criteria of the provisions of article 4 of L.3016/2002 and par.1 and 2 of article 9 of L.4706/2020, the Independent Non-Executive Members of the new Board of Directors of the Company were appointed unanimously, which are the following:

  1. Vasiliki Karagianni, daughter of Pavlos and
  2. Apostolos Papadopoulos, son of Konstantinos

The Ordinary General Meeting, before the election of the new Board of Directors and the appointment of its independent non-executive members, found that the suitability criteria of the members of the new Board of Directors are met, according to article 3 of L.4706/2020 and the Suitability Policy of the Company, that there is no obstacle of incompatibility, according to article 3 par.4 of L.4706/2020, that there is sufficient representation per gender in a percentage that is not less than 25% of its members, as well as that the conditions are met of article 5 of L.4706/2020, on the legal composition of the Board of Directors.

Subsequently, the Board of Directors was constituted on the same day as a body, as follows:

  1. Alexandros Katsiotis, son of Georgios, Chairman & Chief Executive Officer – Executive Member
  2. Elli Drakopoulou, wife of Nikolaos, Vice – Chairman – Non-Executive Member
  3. Kyriaki Ilia, daughter of Fotios, Executive Director – Executive Member
  4. Adamantios Lentsios, son of Athanasios, Non-Executive Member
  5. Vasiliki Karagianni, daughter of Pavlos, Independent Non-Executive Member and
  6. Apostolos Papadopoulos, son of Konstantinos, Independent Non-Executive Member

B) Election of a new Audit Committee and appointment of its members & Chairman

In addition, the Annual Ordinary General Meeting of the Company’s Shareholders of July 15, 2021, unanimously decided that the Audit Committee of the Company, provided by the provisions of article 44 of L. 4449/2017, as in force, will continue to be a Committee of the Board of Directors of the Company, with a term equal to the term of the Board of Directors, consisting of a total of three (3) Non-Executive Members, of which two (2) Independent Non-Executive, which meet the criteria of independence, according to article 4 par.1 of L. 3016/2002 and article 9 par.1 and 2 of L.4706/2020 (which enters into force on 17/07/2021), and one (1) Non-

Ministry of Development & Investments – General Secretariat for Commerce & Consumer Protection –
General Secretariat of Market – Directorate of Companies – Department of Supervision of Public Companies & Athletic Companies G.E.MI. Νο: 57298604000

Executive Member of the Board of Directors. In addition, it decided the Members of the Audit Committee to be appointed by the Board of Directors after ascertaining the fulfillment of the criteria and conditions of article 44 of L. 4449/2017, as in force.

Following the above decisions of the Ordinary General Meeting, the Board of Directors at its meeting on the same day, namely on 15.07.2021, appointed as new members of the Audit Committee of the Company the two (2) Independent Non-Executive Members, Ms. Vasiliki Karagianni of Pavlos and Mr. Apostolos Papadopoulos of Konstantinos and the Non-Executive Member Mr. Adamantios Lentsios of Athanasios, and for the first two it was verified, both by the Board of Directors and by the General Meeting, that they meet the criteria of independence of article 4 of L.3016/2002 and article 9 par.1 and 2 of L.4706/2020 and in general for all the Members it was verified by the Board of Directors that they meet the conditions of article 44 of L.4449/2017 and the suitability criteria. Furthermore, during the same day meeting of the Audit Committee, it was formed into a Body, appointing its member and Independent Non-Executive Member of the Board of Directors of the Company, Ms. Vasiliki Karagianni, as Chairman of the said Committee.

Following the above, the Company’s Audit Committee consists of the following members:
1. Vasiliki Karagianni, daughter of Pavlos, Independent Non-Executive Member – Chairman of

Audit Committee
2. Apostolos Papadopoulos, son of Konstantinos, Independent Non-Executive Member –

Member of Audit Committee
3. Adamantios Lentsios, son of Athanasios, Non-Executive Member – Member of Audit

Committee

It is pointed out that the above members of the Audit Committee and this as a committee meet the requirements of article 44 of L.4449/2017 and article 10 of L.4706/2020.

C) Appointment of a new Remuneration and Nominations Committee

After the election of a new Board of Directors by the Ordinary General Meeting of 15.07.2021 and the formation of its Board of Directors, the same day, namely on 15.07.2021, during the same meeting of the Board of Directors decided the establishment of a new Remuneration and Nominations Committee, as a single Committee in accordance with par.2 article 10 of L.4706/2020, which will have three members and will consist of the following members and with the following roles, covering the provisions of article 10 of L. 4706/2020:

Ministry of Development & Investments – General Secretariat for Commerce & Consumer Protection –
General Secretariat of Market – Directorate of Companies – Department of Supervision of Public Companies & Athletic Companies G.E.MI. Νο: 57298604000

  1. Apostolos Papadopoulos, son of Konstantinos, Independent Non-Executive Member – Chairman of Remuneration and Nominations Committee
  2. Vasiliki Karagianni, daughter of Pavlos, Independent Non-Executive Member – Member of Remuneration and Nominations Committee
  3. Adamantios Lentsios, son of Athanasios, Non-Executive Member – Member of Remuneration and Nominations Committee

Their term of office will be similar to that of the members of the new Board of Directors of the Company, namely for a period of four years ending their term of office on July 15, 2025, which may be extended until the election of a new Board of Directors from the next Ordinary General Meeting that will convene after the above date.

Member of ELGEKA Group
www.elgekagroup.com
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