Draft decision of the Board of Directors dated 21.07.2022 to the Ordinary General Meeting of the shareholders of ELLAKTOR SA of 28.07.2022, regarding the specification of its proposal on item 8 of the Agenda "Election of a New Member of the Board of Directors"

Further to the decision of the Board of Directors dated 06.07.2022. regarding the draft decision on item 8 of the Agenda "Election of a New Member of the Board of Directors", the Board of Directors following the relevant recommendation of the Nomination and Remuneration Committee dated 20.07.2022, specifies the already proposed draft decision and proposes to the Ordinary Meeting of shareholders the election of Mr. Odysseas Christoforou, as an independent Non-Executive Member.

At this point, the President of the Board of Directors clarifies that the Nomination and Remuneration Committee, in accordance with article 12 of Law 4706/2020 and its Rules of Procedure, must identify and propose to the Board of Directors, persons suitable for obtaining the status of member of the Board of Directors, taking into account the factors and criteria of individual and collective suitability that the Company has determined, in accordance with Article 3 para. 3 of Law 4706/2020, as applicable, hereinafter the "Suitability Policy" and based on the relevant procedure provided for in the Committee's Regulation of Operation.

Regarding the identification of persons suitable for obtaining the status of member of the Board of Directors of the Company and their proposal to the Board of Directors of the Company as candidates for election members of the Board of Directors, the Board of Directors at its meeting of 21.07.2022, having considered the recommendation of the Nomination and Remuneration Committee dated 20.07.2022 regarding the evaluation of the candidate member of the Board of Directors, proposes to the Ordinary General Meeting of Shareholders Mr. Odysseas Christoforou, the evaluation of which must be carried out by the Board of Directors.

Given this, the Board of Directors unanimously decides to initiate the above process of assessing the suitability of the, proposed above, eleventh member.

Specifically, the Board of Directors took the following actions:

a) re-collected and thoroughly studied the detailed CV of the candidate member of the Board of Directors,

In particular, during the evaluation process of the above candidate as to the verification of the fulfillment of (a) the suitability criteria in accordance with the Suitability policy and (b) the independence requirements set out in Article 9 bar. 1 and 2 of Law 4706/2020, as in force, the following were unanimously established on a case-by-case basis:

I. Individual Suitability of the candidate.

1. Mr. Odysseas Christoforou, is a graduate of the University of West Attica, holds an MSc in Public Relations and Communication from Ulster University in Belfast. He started his career with Arthur Andersen and later took over as General Manager at Ernst & Young Southeast Europe, while he also served as General Manager of Communications at Emporiki Bank and the Bank of Cyprus. From 2008 to 2014 he served as Executive Director at the Bank of Greece, where he was primarily responsible for the supervision and coordination of the Administration units providing liquidity to Greek Banks through the Eurosystem, as well as for communicating with international ties.

He has been working at OPAP since 2014, initially serving as General Manager of Corporate Communications. From July 2019 until today he holds the position of Deputy CEO of OPAP and serves as President of the Company's Compliance Committee. Within the framework of his responsibilities, he is responsible for the areas of corporate and commercial communication, regulatory and regulatory affairs, Corporate Affairs, Media Relations, sponsorship, and corporate social responsibility.

Taking into account the above, it is established that the candidate fulfills the suitability criteria in accordance with the approved Suitability Policy of the Company, given that as responsible for OPAP's Corporate and Regulatory Affairs, in combination with his aforementioned work experience in executive positions assumed in large Banking Institutions, primarily in the Bank of Greece, Mr. Christoforou has sufficient knowledge, skills and experience in the operation and corporate governance of companies in various industries. He has also extensive experience in the topics of international economy and communication.

Besides, no facts were identified during the evaluation process, which would objectively and demonstrably justify that Mr. Christoforou lacks the morals and good reputation required by law

(honesty and integrity). He is not in conflict of interest with the Company and has independent judgment.

2. Non-existence of obstacles or irreconcilables in the person of the candidates proposed for election as members of the Board of Directors

Furthermore, it is noted that in the person of the above-mentioned candidate for election as a member of the Board of Directors of the Company, there are no impediments or incompatibilities with regard to any provisions of the relevant legislative framework of the Corporate Governance Code of the Company (Hellenic Corporate Governance Code issued by the ESED of June 2021), the Company's Regulation and the approved Suitability Policy of the Company, while satisfying all the provisions of the Code of Special Practices.

To this respect, during its investigation, the Commission found the existence of the following transactional relationship, which does not concern the candidate, but the company in which he is an

executive director and in particular a contract, of annual duration with an option to be extended for one more year, for the provision of maintenance services dated 05.04.2022 between OPAP S.A. and AKTOR FM, an indirect subsidiary of the Company and a subsidiary of AKTOR SA, amounting to EUR 335,000. It should be noted that the award of the contract was the result of a tendering procedure.

Continuing its evaluation, the Committee concluded that such agreement cannot affect or may affect the business activities of either ELLAKTOR or OPAP, or the candidate. ELLAKTOR Group is the largest infrastructure group in Greece and one of the leading in Southeastern Europe, with an international presence and a diversified portfolio of activities focusing on the sectors of construction, concessions, environment, renewable energy sources and real estate development with activities in 17 countries and a turnover of €916 million. (2021). Therefore, it would be contradicting to assume that such business relationship - even if it is still considered to exist - affects or may affect the business activities of either ELLAKTOR, or OPAP or the candidate, taking into account the activity and volume of transactions of OPAP and ELLAKTOR on the one hand and the amount of the aforementioned contract on the other, and in a way that is capable of lifting the candidate's independence.

It should be noted that this contract is part of OPAP's normal business transactions and in no way can be considered a significant contract capable of influencing the candidate's judgment.

In this sense, OPAP S.A. does not constitute a significant customer of the Company, nor of course the ELLAKTOR Group is an important supplier of OPAP.

Additionally, it is noted that according to the decision of the Board of Directors of OPAP SA dated 09.06.22, on the granting of representation rights, the candidate member cannot commit the company for amounts higher than 30,000 euros, while for the conclusion of this contract a special decision was taken by the Board of Directors of the contracting company.

In conclusion, the BoD clarifies that in view of the above and following the election of Mr. Odysseas Christoforou as an additional eleventh member of the Board of Directors, the Independent Non-Executive Members of the Board of Directors will be the following:

II) The legal composition of the Board of Directors.

Furthermore, it is unanimously established that with the above proposed addition of the eleventh member of the Board of Directors of the Company, the condition of the legal composition of the Board of Directors of the Company is also fulfilled, namely the total number of four (4) independent non-executive members of the Board of Directors of the Company in relation to its now proposed eleven-member composition, in accordance with the provision of article 5 par. 2 of Law 4706/2020, as applicable.

III) Decision of the Board of Directors:

After discussion, the Board of Directors of the Company considering on the subject the recommendation of the Nomination and Remuneration Committee, in accordance with article 18 par. 1 of Law 4706/202, as in force from 20.05.2022, after finding that:

In view of the above, the Board of Directors unanimously recommends to the Ordinary General Meeting of its Shareholders the election of Odysseas Christoforou, as an additional eleventh member and Independent Non-Executive Member of the Board of Directors, whose term of office will expire at the same time as the term of office of the other members of the current Board of Directors of the Company and determines as Independent Non-Executive Members the following:

Ellaktor SA published this content on 22 July 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 22 July 2022 10:23:03 UTC.