Today, June 23, 2026, Tuesday, at 9:00 a.m., at the registered offices of the Company under the corporate name “Y/KNOT INVEST S.A.”, located in Kifisia, Attica, at 14 Platanon Street, the members of the Remuneration and Nomination Committee convened for a meeting, following an invitation by the Chairman of the Board of Directors, Mr. Rigas Tzortzis, in order to discuss and resolve upon the following sole item on the agenda:
SOLE ITEM: Proposal for the replacement of the resigned member of the Board of Directors.
The following members of the Remuneration and Nomination Committee attended the meeting:
- Rigas Tzortzis, son of Theodoros – Member
- Christina Korkidi, daughter of Vasileios – Member
The Independent Non-Executive Member of the Board of Directors and Chairwoman of the Committee, Ms. Kalliopi Papadopoulou, was absent following her resignation.
Consequently, a quorum was constituted in accordance with Article 8 §2 of the Committee’s Internal Regulation, and the Committee commenced its session with the aforementioned members present.
Mr. Tzortzis took the floor and referred to the resignation letter dated June 22, 2026, submitted by the Independent Non-Executive Member of the B.o.D. and Chairwoman of the Remuneration and Nomination Committee as well as the Audit Committee, Ms. Kalliopi Papadopoulou, which has been received by the Chairman of the B.o.D.
Subsequently, the members referred to the Internal Regulation of the Remuneration and Nomination Committee, the Corporate Governance Code adopted and implemented by the Company, as well as the general regulatory framework currently in force for listed companies. Pursuant to the said framework, this Committee is vested with the competence to propose candidate members to the Board of Directors for the replacement of resigned members, and to substantiate that the proposed individuals fulfill all criteria provided for by the Law and the Suitability Policy implemented by the Company.
Furthermore, the Company maintains a succession plan, which serves the principles and best practices of corporate governance. In the context of implementing said plan, the Committee members propose that the Committee recommend to the Board of Directors the replacement of the resigned Independent Non-Executive Member of the Board of Directors as follows:
The resigned Independent Non-Executive Member of the B.o.D. and Chairwoman of the Audit Committee as well as the Remuneration & Nomination Committee shall be replaced by Ms. Vasiliki Andreadi, of Dimitrios and Efthymia, born in 1975 in Athens, Attica, holder of Identity Card No. 574493, Tax Registration No. 056502523 / Athens KE.FO.D.E. Tax Office, likewise as an Independent Non-Executive Member of the B.o.D. and member of the said Committees. Furthermore, the Committee proposes that Ms. Andreadi assumes the position of Chairwoman of the Audit Committee, as well as Chairwoman of the Remuneration and Nomination Committee.
The members of the Committee state that Ms. Andreadi meets the suitability criteria, in compliance with the Company’s active Suitability Policy, and is a person of recognized standing, possessing adequate knowledge, qualifications, skills, and experience, an outstanding professional career, independence of judgment, guarantees of integrity and ethos, and a good reputation.
In particular, the curriculum vitae (CV) of Ms. Andreadi is as follows:
“Ms. Vasiliki Andreadi is an Attorney-at-Law before the Court of Appeals with 25 years of professional experience. She possesses extensive specialization in the fields of Corporate Governance, Risk Management, and Regulatory Compliance, acquired during her long professional tenure within Deloitte’s international network of professional services.
During her 25-year career at Deloitte Business Solutions S.A., she served as Chief Compliance Officer from 2017 to 2026 and Deputy Chief Risk Officer from 2021 to 2026, with responsibility for the design and oversight of regulatory compliance frameworks, corporate governance, internal control systems, and enterprise risk management. Since 2024, she led the Anti-Money Laundering (AML) sector for Deloitte North and South Europe, coordinating relevant activities across 19 countries. Previously, she served as Senior Legal Counsel specializing in corporate law, commercial contracts, and mergers and acquisitions (M&A), as well as Tax Manager focusing on domestic and international tax planning. She possesses significant experience in corporate governance, regulatory compliance, risk management, and internal control systems.
Ms. Andreadi holds a Bachelor of Laws (LL.B.) from the National and Kapodistrian University of Athens, a Master of Science (M.Sc.) in Business for Lawyers from ALBA Graduate Business School, and a postgraduate specialization in Tax Law from the Department of Economics of the National and Kapodistrian University of Athens. She is a Certified Fraud Examiner (CFE) and a graduate of the Board Education Program of “The Boardroom” organization. She is also a member of the ESG Committee of the Hellenic Federation of Enterprises (SEV) and Second Vice-President of the Board of Directors of the Greek Association of Compliance Professionals (SEKASE).”
In view of the above, the Committee deems Ms. Andreadi’s experience to be invaluable for the purposes of the Company’s business activities, thereby justifying her candidacy as a (non-executive) member of the Board of Directors of the Company.
It is further established that Ms. Andreadi meets all the requisite elements mandated by the Company’s Suitability Policy (which is uploaded on the Company’s website), namely professional training, experience, adequacy of knowledge and skills, guarantees of ethos and reputation, independence of judgment, absence of conflict of interest, as well as the availability of sufficient time for the execution of her duties.
Specifically, regarding the assumption of her duties as Chairwoman of the Audit Committee and the Remuneration & Nomination Committee, the Committee establishes that Ms. Andreadi possesses extensive experience in corporate governance, regulatory compliance, and risk management, as well as sufficient knowledge of the broader financial and auditing environment stemming from her 25-year tenure at Deloitte (including her service as Tax Manager). This expertise, combined with her certification as a Certified Fraud Examiner (CFE), guarantees the effective leadership of the Committees and the fulfillment of her duties as Chairwoman thereof.
Beyond the individual suitability of Ms. Andreadi as detailed above, it is established that upon her election, at a collective level, the members of the B.o.D., through the combination and diversity of knowledge, experience, backgrounds, and gender, fulfill the criterion of Collective Suitability within the meaning of the Company’s Suitability Policy. In particular, the proposed new composition of the B.o.D. fully covers the proper and effective discharge of its duties and competences, reflects the size, organization, and operational model of the Company—which demands speed and flexibility due to the nature of its activity—and is characterized by a diversity of knowledge, skills, qualifications, and experience; elements that can decisively contribute to the further promotion and achievement of the Company’s business objectives and plans.
In this regard, the detailed CV of the proposed candidate, copies of academic degrees, certificates of employment history, a statutory declaration submitted by the candidate, as well as information from public sources, were taken into consideration.
In view of the above, the Committee unanimously resolves to propose to the B.o.D. the replacement of its resigned member as set forth above.
The Committee also establishes that, following the proposed replacement of Ms. Kalliopi Papadopoulou by Ms. Vasiliki Andreadi:
(a) The requirements and provisions of Law 4706/2020 regarding adequate gender representation on the Board of Directors and the legally mandated number of independent non-executive members thereof are fully met.
(b) No impediments or disqualifications under Article 3, paragraphs 4 and 5 of Law 4706/2020 exist in the person of Ms. Andreadi, and the Company has received her relevant statutory declaration to this effect.
(c) The members of the B.o.D. will continue to possess theoretical training, skills and abilities, guarantees of ethos, reputation, and integrity, independence of judgment, and experience required for the performance of the duties to be assigned to them.
(d) No impediment or incompatibility exists in the person of Ms. V. Andreadi under the provisions of Law 4706/2020, the Articles of Association, the Internal Regulation of the Company, the applicable Corporate Governance Code, and the Suitability Policy, nor does any issue of conflict of interest arise between Ms. Andreadi and the interests of the Company.
(e) The requirements of Article 44 of Law 4449/2017 (as in force) regarding the composition of the Audit Committee are fully met, given that Ms. Andreadi, as the proposed Chairwoman, possesses proven sufficient familiarity with the Committee’s scope of activities, while the legally mandated specialized knowledge and experience in accounting and auditing is fully covered at a collective level by the other members of the Audit Committee.
There being no other business to discuss, this meeting of the Committee is hereby adjourned.
In witness whereof, these minutes were drafted, read, confirmed, and are signed as follows:
The Members
