HELLENiQ ENERGY Holdings

The role of the administrative, management and supervisory bodies

Board of Directors Structure and Responsibilities

The Company is governed by the Board of Directors (BoD), a body which is collectively responsible for its long-term success. The Board of Directors exercises its responsibilities in accordance with Greek legislation, international best practices, the Company's Articles of Association and any decisions reached by the General Meeting of the Company's shareholders.

The BoD comprises eleven (11) members who are elected in accordance with the provisions of Article 20 of the Company's Articles of Association. The present BoD was elected by the Annual General Meeting of 27th June 2024.

BoD Composition (27.06-31.12.2024)

Key Responsibilities of the BoD

1. Decides on any act concerning the Company's representation, governance, its assets' management and the pursuit of its purpose, in general;

2. Manages the corporate affairs with the object of promoting the company interest; oversees the implementation of its decisions, as well as of those of the G.M.;

3. Determines and supervises the corporate governance system of articles 1 to 24 of L.4706/2020, and monitors and periodically assesses, at least every three (3) financial years, its implementation and effectiveness, proceeding to the necessary actions for dealing with deficiencies;

4. Ensures the adequate and effective operation of the Company's Internal Audit System ("IAS");

5. Ensures that all operations comprising the ICS are independent of the business segments they control and that they have the appropriate financial and human resources, as well as the powers for their effective operation, as prescribed by their role. The reporting lines and allocation of responsibilities are clear, executable and duly documented;

6. Makes sure that the Company's annual financial statements, the annual management report and the corporate governance statement, their consolidated form, as well as the BoD members' remuneration report, are drafted and made public in accordance with the provisions of the law;

7. Recommends to the G.M. the appointment of a certified auditor accountant or audit firm;

8. Ensures that the Company's strategic planning is aligned to corporate culture;

9. Approves the strategic and the annual business and financial plan;

10. Determines the extent of the Company's exposure to risks it intends to assume;

11. Ensures that an effective regulatory compliance procedure is in place;

12. Sets or/and delimits the responsibilities of the Chief Executive Officer and of the other persons to whom it is entitled to delegate powers of the Company's management and representation, in accordance with the Company's Articles of Association;

13. Posts and keeps updated the information regarding the election of its candidate members;

14. Is updated and decides on any other development affecting the Company's status and operation.

Roles of Key Positions

BoD Chairman: The BoD Chairman, who is a non-executive member, is responsible for convening, chairing and steering the meetings, for the keeping of minutes, the signing of the relevant resolutions and for the BoD's operation, in general, as this is provided in the Company's Articles of Association and the law.

Chief Executive Officer: The Chief Executive Officer serves as the principal governing authority and legal representative of the Company, bearing responsibility for all business segments and operational activities. The Group Internal Audit General Division reports administratively to the Chief Executive Officer.

Senior Independent Director: Mr. Iordanis Aivazis was appointed as the Senior Independent Director with the following responsibilities: i. supports the Chairman of the BoD, ii. coordinates the effective communication between the Chairman and the BoD members, iii. chairs the meetings of the non-executive members of the BoD and the procedure concerning the evaluation of the Chairman by the BoD members.

BoD Committees

The BoD has established committees, comprised of members thereof, with advisory, supervisory or/and approving authorities:

I. Audit Committee

• Comprised of independent non-executive members
• Supports the BoD in oversight of financial statements, internal controls, risk management, compliance, and auditing procedures

II. Strategy and Risk Management Committee

III. Sustainability Committee

Executive Management

Risk management and internal controls over sustainability reporting

Main Features of the Systems of Internal Controls and Risk Management

The Group System of Internal Controls and Risk Management in relation to the financial statements' and financial reports' preparation process includes controls and audit mechanisms at different levels within the Organization.

Risk identification, assessment, measurement and management

The prevention and management of risks forms a core part of the Group's strategy. The scope, size and complexity of the Group's activities require a composite system of methodical approach and treatment of risks, which is applied by all Group companies.

The identification and assessment of risks is carried out mainly during the strategic planning and the business plan preparation phase. The benefits and opportunities are examined both in the context of the Company's operations, but also in relation to the several and different stakeholders who may be affected.

The examined risks include a) operational, b) financial and c) strategic risks, as well as d) regulatory compliance and supervision risks. More specifically and indicatively, issues that are examined include the effect of operational availability of units, supply chain, human resources, technological developments, taxation, interest rates, commodity prices, exchange rates, among others. Also, issues related to health, safety and environmental, corporate governance and regulatory compliance risks are assessed, risks related to the business model and strategy, as well as market trends (competition, geopolitical developments, regulatory developments).

Planning and monitoring / Budget

The Company's progress is monitored through a detailed budget per operating sector and specific market. The budget is adjusted at regular intervals to consider the changes in the development of the Group's financials that depend greatly on external factors, including the international refining environment, crude oil prices and the euro / dollar exchange rate. Management monitors the Group's financial results through regular reporting, comparisons vs the budget, as well as through Management Team meetings.

Adequacy of the Internal Control System

The Internal Control System (ICS) consists of the policies, procedures and tasks which have been designed and implemented by the Group's Management for the effective management of risks, the achievement of business objectives, for ensuring the reliability of the financial and managerial information and compliance with Laws and regulations.

The independent Group Internal Audit General Division (GIAGD), through conducting periodic assessments, ensures that the risk identification and management procedures applied by the Management are adequate, that the ICS operates effectively and that information provided to the BoD regarding the ICS, is reliable and of good quality.

The Internal Audit General Division draws up a short-term (annual), as well as a rolling long-term (three-year) Audit Plan based on ad-hoc risk assessment, as well as on other issues identified by the Audit Committee and the Management also in past audit reports. The Audit Committee is the supervisory body of the Internal Audit General Division.

The Internal Audit General Division submits quarterly reports to the Audit Committee, in order for the systematic monitoring of the Internal Audit System's adequacy to be feasible.

Monitoring and Risk Management Division

The purpose of the Monitoring and Risk Management Division is to centrally monitor and coordinate the management of the Group's exposure to internal and external risks. The Division was formed in 2024 and is independent from executive activities and supports the ICS's operation through determining principles and setting up and implementing appropriate and updated policies and procedures governing their identification, assessment, quantification/measurement, monitoring and management.

Compliance Office

Compliance Office is responsible for monitoring the Group's Compliance Risk and forms part of the Internal Control System (ICS) and reports at an operational level to the Audit Committee and at an administrative level to the Director of Monitoring and Risk Management. By its report to the Audit Committee, it contributes to the ICS's improvement and adequacy, as its objective is to ensure that appropriate and updated policies and procedures are set up and implemented, in such a way that the Company's full and constant compliance to the applicable regulatory framework is achieved.

Information systems' controls

Given the critical dependency of financial reporting processes on information systems, the Group has implemented a series of measures to ensure the effective operation of security controls. These measures preserve the completeness and accuracy of financial records and information that generate financial reporting, while also ensuring the continuity of IT services in the event of unexpected events that could cause loss of system availability (Disaster Recovery).

To this end, the Group has appointed a Chief Information Security Officer (CISO), who reports to the Audit Committee on a quarterly basis and is responsible for managing the Information Security Framework. This Framework includes cybersecurity policies and procedures aligned with international best practices and standards, reflecting Management's commitment to managing cyber risks.

The Group employs a multi-layered approach to protect its information, supported by a strategic plan that incorporates state-of-the-art technologies and top-tier information systems, while ensuring compliance with the required regulatory frameworks and directives, such as the Personal Data Protection Regulation and the NIS2 Directive (L. 5160/2024).

Financial fraud prevention and detection

In the context of risk management, the areas that are considered to be of high risk for financial fraud are monitored through appropriate Control Systems and accordingly increased controls are in place. Examples include the existence of detailed organizational charts, operation regulations (procurement, investment, oil products' market, credit, treasury management), as well as detailed procedures and approval authority levels. In addition to the internal controls applied by each Division, all Company operations are subject to audits by the Group Internal Audit General Division (GIAGD), the results of which are submitted to the BoD.

Strategy, business model and value chain

About Us

The Group consists of 96 companies, including the Parent Company, which is listed on the Athens Exchange and on the London Stock Exchange (through Global Depository Receipts -GDRs-). The Group has established a business structure to manage and monitor its activities. Specifically, all Group activities are classified into the following key segments (Strategic Business Units):

• Refining, Supply and Trading • Marketing (Domestic and International) • Production and Trading of Petrochemicals • Electricity Generation (from conventional and renewable energy) and Trading & Natural Gas • Exploration and Production of Hydrocarbons • Electromobility

Additionally, the Group is engaged in other activities that, despite their strategic importance (e.g., Engineering Services), do not constitute a significant part of the Group's financial position.

Strategy

Aligned with the "Vision 2025" strategic plan, the Group's strategy focuses on three strategic pillars, underpinned by cross-functional initiatives related to the operating model and governance. The ultimate goal is to broaden and diversify the business portfolio, enhance profitability and create long-term value for shareholders.

The three strategic pillars are:

1. Strengthen and decarbonize the downstream business: evolve refining and petrochemicals through decarbonization and digital transformation, expand international market reach and focus marketing efforts on customer needs by further utilizing digital technologies.

2. Grow in adjacent areas by leveraging downstream position: establish a meaningful presence in biofuels, enhance offerings through e-mobility services, and examine pathways for developing renewable fuels such as green hydrogen and synthetic fuels.

3. Develop a vertically integrated green utility: grow renewables portfolio, expand the geographical footprint and integrate the utility business, while maximizing synergies across the green utility platform and the Group.

Operating model & governance

These horizontal initiatives encompass a range of actions aimed at attaining diverse objectives. They include further extending digital transformation, increasing the focus on operational excellence, reorganizing and further investing in human capital, integrating risk management best practices into our business model, and redefining the ESG strategy. Our target is to achieve a 30% improvement in our GHG footprint by 2030, along with a 20% additional emissions avoidance through the expansion of the RES portfolio, with a commitment to achieving net-zero emissions by 2050.

Main objectives per business area

a) Refining, Supply & Trading and Petrochemicals

Key strategic initiatives include: • Prioritizing safety through comprehensive training programs, the implementation of stringent standards, and the enhancement of operational procedures • Facilitating digital transformation by optimizing the supply chain through mass balance and load point management, predictive maintenance, and process safety management systems • Implementing energy efficiency and energy autonomy projects across all refineries • Investing in the production of biofuels through the development of a new stand-alone 150ktpa Sustainable Aviation Fuel (SAF) production unit • Developing carbon capture and storage (CCS), with options for fuels production through the conversion of the Steam Methane Reforming (SMR) unit at the Elefsina refinery • Developing the 'Green Hub North' project, which involves the installation of a photovoltaic/battery energy storage system (PV/BESS) project and a direct high-voltage line to the Thessaloniki refinery • Establishing a new trading company in Geneva to manage the supply of all refining systems' crude and feedstocks, as well as the trading of products • Exploring opportunities within the hydrogen economy, recycling and synthetic fuels, including the production of: E-methanol and e-jet fuels by utilising a portion of the captured CO2 from the CCS unit and green hydrogen derived from renewable sources; E-ammonia by using the excess electricity from the 'Green Hub North' project at the Thessaloniki refinery and green hydrogen from renewable sources • Investing in the production of high value-added petrochemical products by increasing the polypropylene production capacity to 300 ktpa from the existing 240ktpa.

b) Marketing

Domestic Marketing The EKO Excellence strategic transformation program progressed in 2024 through its second and third phases, aiming to strengthen the business's position in the fuel and energy market, significantly enhance profitability, expand into new fuels and services, and move towards net-zero energy by installing EV chargers and photovoltaic systems at our petrol station network.

The main initiatives include: • Rationalizing and expanding the network • Increasing the market share of COMO service stations and premium products • Expanding the range of products and services (NFR, EV charging services, loyalty program) • Implementing a "net-zero energy" approach at COMO stations • Developing a commercial strategy for industrial clients

International Business Key priorities include: • Maintaining a leading position in Cyprus, Montenegro and the Republic of North Macedonia • Pursuing further expansion in Bulgaria and Serbia through targeted network growth and optimization of the supply chain • Expanding the range of products and services through by implementing loyalty programs and establishing EV charging points • Installing photovoltaic systems across our petrol station network to achieve net zero emissions • Improving the profitability of OKTA and resuming the operation of the VARDAX pipeline • Exploring the potential for cross-border electricity trading

c) Renewable Energy Sources (RES)

The Group aims to establish a regional leading position in the renewables market through: • Developing a 1 GW portfolio of operational capacity by 2026, and 2 GW by 2030 consisting of PV, wind and energy storage projects both in Greece, as well as internationally. • Developing offshore wind projects. • Strengthening its energy management capabilities.

The Group has already positioned itself as a leading player in both the Greek market and selected international markets, with a portfolio of projects under development exceeding 5.2 GW. The total installed capacity in 2024 reached 494 MW, with projects in Greece and Cyprus, while 0.6 GW of projects are currently being constructed or are in advanced stages of development.

d) Power Generation & Natural Gas

HELLENiQ ENERGY's ambition is to build a best-in-class green utility of the future, while also leveraging synergies with its refining, marketing, renewable energy and e-mobility businesses.

e) Exploration & Production

The Group is focusing on specific offshore blocks in Crete and the Ionian Sea: • Processing of 3D seismic data for the Southwest Crete and West Crete blocks in collaboration with ExxonMobil. • Interpreting 3D seismic data for three offshore regions, namely "Ionian", "Block 2" and "Block 10" will contribute to further evaluations and final decisions for the next steps.

f) E-mobility

The Group is steadily growing its position in the EV charging market in Greece and internationally, by expanding its range of mobility products and services. These include further developing customer e-mobility solutions, expanding the DC charging network at petrol stations and other points of interest while developing an AC charging network at public, semi-public and private locations of interest.

g) Digital Transformation

HELLENiQ ENERGY's Horizon Program, an essential component of the Group's transformation strategy (VISION 2025), is progressing successfully, by upgrading the way our people work, supporting performance improvement initiatives and expanding its footprint in new areas of business activity.

So far, more than 120 digital initiatives have been initiated or completed across the organization, involving over 500 people in various working groups and utilizing more than 2,500 hours of specialized training.

The multi-year action plan consists of initiatives across 4 pillars:

1. Digital Refinery, with the objective of evolving into a modern, collaborative, interconnected refinery.
2. Digital Retail, with the objective of delivering the service stations of the future, offering enhanced digital experiences, more information and improved services to partners and corporate customers.
3. Digital Enterprise Operations, aiming at more efficient operations through automation and more effective decisions by utilizing a wide range of data.
4. Digital Core, aiming at the modernization of the central enterprise resource management (ERP) system by leveraging the latest technological advancements.

The Digital Transformation program, initiated five years ago with a total investment of €65 million, has generated substantial financial returns. The cumulative financial benefit has surpassed €100 million and is projected to reach €200 million by the end of 2026. Additionally, the estimated annualized benefit is projected to surpass €50 million from 2025 onwards and €70 million by the end of 2028.

Substances of concern and substances of very high concern

The Group regularly monitors the legislative framework regarding substances of concern (SoC) and substances of very high concern (SVHC) to ensure compliance, minimize use, or phase out where applicable in own operations.

REACH Compliance

The Group ensures compliance with the REACH Regulation (EC) No 1907/2006 by utilizing only equipment designed and manufactured in alignment with EU safety and environmental regulations. All equipment used in the Group's transmission systems carries the 'CE' marking, which signifies conformity with applicable directives, including the RoHS Directive and REACH Regulation, which restricts SVHCs.

Polychlorinated Biphenyls (PCBs)

The Group does not use PCBs (polychlorinated biphenyls), which are banned in the EU under Directive 96/59/EC and classified as Substances of Very High Concern (SVHCs) under the REACH Regulation (EC) No 1907/2006. The Group ensures compliance by utilizing only equipment designed and manufactured in alignment with EU safety and environmental regulations. All equipment used in the Group's transmission systems carries the 'CE' marking, which signifies conformity with applicable directives, ensuring that SVHCs like PCBs are not present in any materials or components used in the Group's infrastructure.

Restricted Substances in Electrical and Electronic Equipment

The Group confirms that all equipment used to operate IT/OT data-driven solutions, which are limited to standard office equipment such as laptops and computers, does not contain the restricted substances listed in Annex II to Directive 2011/65/EU (RoHS Directive), except where the concentration values by weight in homogeneous materials do not exceed the maximum values listed in that Annex. All equipment bears the 'CE' marking, signifying conformity with EU safety, health, and environmental standards.

No quantitative data on total amounts of substances of concern or substances of very high concern generated, used, or procured is disclosed.

E5-4 - Resource Inflows

Resource Inflows Description

The main resource inflows are crude oil and other hydrocarbon feed processed which are over 85% of total material/resource used in Group level and of non-renewable origin. For year 2024, the amount of crude oil is 15,077 ktn and throughput is 18,595 ktn of the Group three refineries (HELLENIC PETROLEUM R.S.S.O.P.P. S.A.).

Significant Changes, Assumptions and Methodologies

The data included in the calculations is sourced from direct measurements and the Group ensured double counting was avoided.

Waste

Waste Management Approach

The utilization of materials and natural resources throughout their life cycle constitutes an important business opportunity and reflects the Group's commitment to environmental protection. HELLENiQ ENERGY's strategic approach is based not only on the reduction of solid waste to landfill through investments in modern waste treatment plants, but also on the creation of synergies for the utilization of waste for energy recovery and the exploration of alternative technologies for its use as raw materials, aiming at the substitution of mineral raw materials.

The continuous reduction of the quantity of waste for final disposal significantly contributes not only to minimizing the negative impact on the environment and human health but also to reducing the operating costs of business activities. Petroleum by-products of the refinery processes are classified as waste at stage of their life cycle, and they constitute a significant opportunity to be used as raw materials in the Group's production facilities, but also as fuels, as per the principles of a circular economy.

In 2024, there was an increase by 22% in the amount of waste generated compared to the previous year, which was accompanied by a high recovery rate as a result of the adoption of improved recycling and recovery practices at the Group's facilities. Specifically, more than 26,898 tons of waste, more than 88% of the total, was either reused, recycled, or further recovered through a raw material recovery process.

Waste Data (2024)

Waste Diverted from Disposal (by method)

Waste Directed to Disposal (by method)

Methodology Notes

*Subsidiaries are entities whose financial information is included in the consolidated financial statements of the Group.

Classification by category according to the European Waste List referred to in Commission Decision 2014/955/EU. The first level of the European Waste Catalogue classification has been used. The data is sourced from direct measurements, and no assumptions have been used.

The materials that are present in the waste are mainly catalysts, metals, oily sludges & oily waste. The total amount of hazardous waste is 17,360 (t) and radioactive waste generated by HELLENIQ ENERGY is 0.00 (t).

It is noted that hazardous waste constitutes the majority of the total waste generated and almost all of it is recovered and not sent for final disposal. The quantities of solid waste per industrial facility depend, for the most part, on the cleaning of product tanks and, therefore, vary from year to year, depending on tank maintenance scheduling and, secondarily, on the availability of solid waste treatment plants, either on-site or off-site.

Recovered Raw Material

For the refining sector in particular, the percentage of petroleum waste recovered (oil recovered & slops) and returned to the production process as raw material for re-refining is also monitored. These quantities of waste originate from both the production process and third parties. It is noteworthy that in 2024 175.3 kt of oil were recovered while more than 2.02 million tons have been re-refined and since 2013.

Target

The Group's goal is to maintain the percentage of waste sent to disposal (landfill/incineration) 15% or less by 2030.

Business conduct policies and corporate culture

Corporate Governance Practices

In the context of implementing a structured and adequate corporate governance system, the Company has implemented specific good corporate governance practices, some of which are over and above those provided by the applicable legislation.

Group Code of Conduct

In the context of the good corporate governance fundamental obligation, the Company has drawn up and adopted since 2011 a Code of Conduct, which has been approved by the Company's BoD. The Code of Conduct summarizes the principles according to which every individual, employee or third party involved in the operation of the Group, as well as every collective body thereof, should act within the framework of their duties. For this reason, the Code constitutes a practical guide of the day-to-day tasks of all employees of the Group, but also of third parties who cooperate with it.

The Group Code of Conduct is posted on the Company's website and its revised version is expected to be applied in 2025, capitalizing the experience from its 14 years of validity and taking into account new legislative developments.

Corporate Governance Policies

The Company has adopted corporate governance policies and procedures, which include:

• The Procedure for handling inside information and properly informing the public, in accordance with the provisions of Regulation (EU)) 596/2014, which includes the appropriate mechanisms and methodologies for the assessment of information so that it may qualify as "inside", the prohibition of abusing or attempting to abuse inside information or recommending to another person to proceed to an abuse of inside information, as well as the prohibition of unlawful disclosure.

• The Procedure for the compliance of persons discharging managerial responsibilities, in accordance with the provisions of article 19 of Regulation (EU) 596/2014, which includes a clear and detailed recording of the requisite notification actions, aiming at strengthening transparency regarding the transactions of management officers and of the persons closely associated therewith and identifying potential risks (abuse, market manipulation, etc.)

• The Policy and Procedure on related party transactions, which sets out the mechanisms for identifying, supervising and approving the transactions in question. In the context of the procedure relevant documents and information concerning related parties are kept and updated. The information on the above transactions among associate companies are included in the report accompanying the Company's financial statements, in order to be disclosed to the shareholders. According to the provisions of L. 4548/2018 (article 99- 101), Company transactions of any kind with parties related to it, are permissible only following approval by the BoD or the General Meeting, as per case, unless they fall under the exceptions stated in the law.

• The Policy and Procedure for preventing and managing conflict of interest situations, which provides for designating the way in which conflict of interest may arise, for receiving reports or clarifying doubts in cases of such (actual or potential) conflict and for taking appropriate measures for managing them.

Whistleblowing Policy

In 2024 the Policy for the protection of persons who report breaches of Union law (Whistleblowing) applied, according to the provisions of the L. 4990/2022, which ratifies the EU Directive 2019/1937.

Policy against Violence and Harassment

According to the provisions of L. 4808/2021, which, inter alia, ratify Convention 190 of the International Labor Organization on eliminating violence and harassment in the world of work and proceeds to adopting relevant measures and provisions, the Policy against Violence and Harassment was put into effect at the Group's companies.

Data Protection

In the context of complying with the Personal Data Protection Regulation, the Company has established a Personal Data Protection Office (PDPO), by appointing a Data Protection Officer (DPO) at a Group level, but also in specific subsidiaries. The PDPO has drawn up the appropriate policies and procedures for the effective protection of the privacy of personal data processed by the Group and ensures their implementation and the provision of support in matters of personal data protection.

DPO is administratively reporting to the Chief Executive Officer and, functionally, to the BoD. By utilizing the experience gained from the 6 – year operation of the Personal Data Protection Office, all the policies for the protection of Personal Data are in the final stage of revision and updating.

Conflict of Interest Management

The BoD members have, by law, a duty of care and loyalty towards the Company. They act with integrity and to the Company's interest and safeguard the confidentiality of the non-publicly available information.

The BoD members have to avoid any situation creating a conflict between their personal interests and those of the Company, not to acquire advantages and personal benefits at the expense of the Company, unless they are authorized by the General Meeting of the Company's shareholders, or the BoD. The BoD members must not be in competition with the Company and must avoid any position or activity creating conflict between their private interests and those of the Company, including participating in the share capital (by a percentage > 0.5%), holding posts in the BoD or the Management of competitive companies.

Bylaws (Internal Regulation)

The Company's Bylaws set out, among others, the powers and responsibilities of the principal job positions promoting the adequate separation of powers within the Company. The approved Bylaws have been posted on the Company's website, in accordance with par. 2 of article 14 of L. 4706/2020.

Furthermore, the companies "HELLENIC FUELS AND LUBRICANTS SINGLE-MEMBER INDUSTRIAL AND COMMERCIAL SOCIETE ANONYME" and "HELLENIC PETROLEUM SINGLE-MEMBER SOCIETE ANONYME REFINING, SUPPLY AND SALES OF OIL PRODUCTS AND PETROCHEMICALS", as key Company subsidiaries, adopted bylaws on 15.7.2021 and 20.1.2022, respectively.

Corporate Governance Code Compliance

The Company has adopted the Hellenic Corporate Governance Code (June 2021 edition) of the Hellenic Corporate Governance Council (HCGC). During 2024, the Company complied with the provisions of the above Code, with minor deviations related to:

• Gradual replacement of Board members (the practice is that terms begin and end simultaneously)
• Recovery provisions for executive remuneration (deemed unnecessary given individual performance assessment)
• Board evaluation timing (deferred due to new Board election in June 2024)