INDICATOR: 102-35

The Board of Directors’ Remuneration and Succession Planning Committee makes recommendations – to the Board of Directors – regarding the remuneration, benefits and financial incentive policy for the executive members of the Board of Directors (HELPE and Group level), in line with market conditions and with the aim of attracting and keeping appropriate executives.

The Annual Ordinary General Meeting approves the total remuneration for members of the Board of Directors (executive and non-executive) for their participation on the Board as well as to the Board’s Committees after being proposed to the Board of Directors with the agreement of the Board’s Remuneration and Planning Committee.

For senior level executives, the assessment is conducted annually based on KPIs which links the company’s goals and performance to the executives’ goals on issues such as sustainable development (safety, environment, etc) with a 20% weighting factor.

A percentage of executives’ remuneration also concerns health, safety and environmental issues (depending on the area of employment).

Managers, as well as other employees on retirement, receive compensation based on employment years and monthly salaries in accordance with the provisions of the ESS and the Internal Regulation as well as the decisions of the Management. No non – executive members of the BoD are foreseen, nor do they apply to: a) remuneration due to the expiry of their participation in the BoD, b) clawbacks c) retirement benefits. The executive members of the BoD and the senior executives of the company are entitled to compensation for termination of their contract with the company, as well as statutory retirement benefits, their individual contracts, group policies and company policies.

Regarding the members of Diaxon’s Board of Directors (including the Chairman of the Board and CEO), 6 out of the 8 members are HELPE executives, and are remunerated based on HELPE Group’s relevant policy. A member of the Board is a representative of the Company’s employees.

The Chairman of the Board of Directors of HELPE is remunerated on the basis of a relevant mandate contract. The remuneration of all Board members for their participation in Board meetings and its Committees is the same regardless of whether they are executive members or not.

DIAXON

• The DIAXON Managing Director is a DIAXON employee and the method of remuneration is in line with the Group’s policy.
• From mid-2014, DIAXON Deputy Chiefs have become Deputy Directors, and their remuneration is in line with the Group’s policy.

ASPROFOS

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

HP 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

The remuneration policy includes both fixed and variable remuneration which is performance-based, and termination payments.

EKO Serbia

BoD members receive the compensation prescribed by the General Assembly. Senior Executives are evaluated through the Performance Management System.

Jugopetrol

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

OKTA

N/A