{"id":25021,"date":"2026-06-25T09:10:59","date_gmt":"2026-06-25T06:10:59","guid":{"rendered":"https:\/\/yknot.gr\/ir\/?p=25021"},"modified":"2026-06-26T13:50:30","modified_gmt":"2026-06-26T10:50:30","slug":"report-of-the-independent-non-executive-members-of-the-board-of-directors-to-the-ordinary-general-meeting-of-16th-july-2026","status":"publish","type":"post","link":"https:\/\/yknot.gr\/ir\/report-of-the-independent-non-executive-members-of-the-board-of-directors-to-the-ordinary-general-meeting-of-16th-july-2026\/","title":{"rendered":"Report of the Independent Non-Executive Members of the Board of Directors to the Ordinary General Meeting of 16th July 2026"},"content":{"rendered":"<p style=\"text-align: center;\"><strong>Report of the Independent Non-Executive Members of the Board of Directors of &#8220;Y\/KNOT Invest S.<\/strong><strong>\u0391.&#8221; to the Ordinary General Meeting of Shareholders<\/strong><\/p>\n<p><strong>Dear Shareholders,<\/strong><\/p>\n<p>The present report (hereinafter the &#8220;Report&#8221;) of the Independent Non-Executive Members of the Board of Directors of &#8220;Y\/KNOT Invest Soci\u00e9t\u00e9 Anonyme&#8221; (hereinafter the &#8220;Company&#8221;) was prepared in application of Article 9 \u00a75 of Law 4706\/2020 on the corporate governance of soci\u00e9tes anonymes, as in force, as well as the relevant guidelines of the Hellenic Capital Market Commission, and is submitted to the convened Annual Regular General Meeting of shareholders jointly by the Independent Non-Executive Members of the Board of Directors (hereinafter the &#8220;BoD&#8221;).<\/p>\n<p><strong>Board of Directors<\/strong><\/p>\n<p>The Board of Directors of &#8220;Y\/KNOT INVEST S.A.&#8221; consists of six (6) members, of which two (2) are executive, two (2) are non-executive, and two (2) are independent non-executive. The names and brief curriculum vitae (CVs) of the members of the Board of Directors, as well as the position of each member within it, are available on the Company&#8217;s website at the address www.yknot.gr.<\/p>\n<p>The Board of Directors consists of 66.67% (4\/6) men and 33.33% (2\/6) women. The term of office of the Board of Directors is four years and expires with the election of a new Board of Directors by the Regular General Meeting of the Company&#8217;s shareholders in 2029. During 2025, the Board of Directors held 33 meetings with full quorum. All matters related to the responsibilities, operating procedure, and evaluation of the Board of Directors are referenced in the Articles of Association of the Company (Articles 11 to 18), as well as in the Internal Regulation Code of the Company, which are available on the Company&#8217;s website at the address www.yknot.gr, as these have been adapted to date based on the applicable legislation and the Code. More specifically, the objective of the Board of Directors is to maximize the financial value of the Company. The following are considered as an assessment of the achievement of this objective:<\/p>\n<ul>\n<li>The long-term performance of the results.<\/li>\n<li>The position of the Company in its sector (at a domestic and international level), as defined by its core activity.<\/li>\n<\/ul>\n<p>For the election of the members of the current Board of Directors, the suitability criteria provided for in the approved Suitability Policy of the Company were taken into account, as well as the requirements of the Law, namely:<\/p>\n<ul>\n<li>the number of independent non-executive members harmonizes with the requirements of Law 4706\/2020,<\/li>\n<li>there is sufficient gender representation,<\/li>\n<li>the independence requirements of Article 9 of Law 4706\/2020 are met for each of the independent non-executive members, and<\/li>\n<li>There are no impediments or incompatibilities for any member of the Board of Directors in compliance with the provisions of Law 4706\/2020, the applicable Corporate Governance Code, and the Internal Regulation Code of the Company.<\/li>\n<\/ul>\n<p>This composition of the Company&#8217;s BoD has proven suitable for the effective exercise of its responsibilities and balanced decision-making, considering the ethical guarantees of its members, their reputation, their knowledge, their experience, their independence of judgment, and their skills required for the performance of the duties assigned to them. The BoD, which operates effectively with the purpose of serving the long-term strategic goals and the sustainability of the Company, exercises its responsibilities in accordance with the provisions of the legislation on soci\u00e9t\u00e9s anonymes and on companies with securities listed on a regulated market, the Articles of Association of the Company, and its Internal Regulation Code. The operation of the BoD complies with the principles and requirements of the Hellenic Corporate Governance Code, which the Company has adopted and implemented.<\/p>\n<p><strong>BoD Committees<\/strong><\/p>\n<p>A significant part of the contribution of the independent non-executive members of the Company is also made through their participation in the Committees of the BoD. Two Committees have been established, as provided for by Law 4706\/2020, namely the Audit Committee and the Remuneration and Nominations Committee (hereinafter &#8220;RNC&#8221;).<\/p>\n<p>According to the Internal Regulation Code of the Company, which has incorporated the provisions of Article 7 of Law 4706\/2020, the main responsibilities of the non-executive members, including the independent non-executive members, are the following:<\/p>\n<p><strong>a) they monitor and examine the Company&#8217;s strategy and its implementation, as well as the degree of achievement of its objectives through the applied strategy,<\/strong><\/p>\n<p>Throughout the financial year, the independent non-executive members of the BoD demonstrated active and substantial participation in the supervision of the Company&#8217;s critical strategic matters. Their contribution was not limited to formal approval of the proposed decisions, but extended to their proactive evaluation, through a structured and thorough dialogue within the Board of Directors. Their active involvement in multiple critical issues proved in practice that they had full access to the necessary information, as well as the ability to effectively exercise their supervisory role. Consequently, it is deemed that the said members responded fully and effectively to their obligations and responsibilities, actively contributing to the monitoring and formulation of the Company&#8217;s strategic direction.<\/p>\n<p><strong>b) they ensure the effective supervision of the executive members of the Board of Directors, including monitoring and control of their performance regarding the course of implementation of the BoD decisions.<\/strong><\/p>\n<p>In the context of exercising their supervisory responsibilities, the independent non-executive members of the BoD monitored the performance of the executive members, ensuring compliance with the principles of good corporate governance. The recommendations and proposals of the executive members were the subject of analysis and free exchange of views, with full utilization of the available information, aiming at the balanced representation of the interests of all stakeholders both in the meetings of the BoD and in its individual Committees.<\/p>\n<p>The independent non-executive members consistently monitored the implementation of corporate objectives, while whenever they deemed it necessary, they requested and received additional information and clarifications. At the same time, they were fully informed about the design, conduct, and findings of the internal audits carried out during the period. Regarding the evaluation of the performance of the executive members, it emerged that the executive members responded to their duties with professionalism, diligence, and a clear orientation towards sound management, the protection of corporate property, the achievement of corporate purposes, and value creation. Throughout this process, the executive members demonstrated full transparency and willingness to cooperate, responding immediately to any request for information from the independent non-executive members.<\/p>\n<p><strong>c) they examine and express an opinion regarding the proposals submitted by the executive members to the meetings of the BoD based on existing information.<\/strong><\/p>\n<p>The total of the recommendations and assessments submitted by the executive members, including those concerning existing or imminent situations of risk, crisis, or potential impact on the financial position of the Company, are placed before the BoD for extensive analysis and discussion. The positions, remarks, and interventions of all members \u2014 regardless of their capacity \u2014 are recorded in the minutes of the meetings. The same procedure of documentation and transparency is also applied at the level of the BoD Committees, both regarding the matters examined and regarding the keeping of the corresponding minutes. During 2025, the members of both the BoD and the Committees were characterized by active participation, an objective stance, and independent judgment during their meetings. The recommendations and assessments of the executive members underwent substantial and critical processing, without any phenomena of groupthink or unjustified convergence of opinions being observed.<\/p>\n<p>The present Report does not include a reference to matters that were the subject of meetings of the Company&#8217;s Board of Directors for which the Audit Committee expressed an opinion during the relevant meetings, given that the latter prepares and submits an Annual Activity Report to the Annual Regular General Meeting of Shareholders. Additionally, the present Report does not include a reference to matters that were the subject of meetings of the Company&#8217;s Board of Directors which fall within the responsibilities of the Remuneration and Nominations Committee.<\/p>\n<p>The matters and findings included in the present report were discussed in a meeting of the two independent members of the BoD that took place on 18.05.2026, without the presence of the executive members. In this meeting, the independent non-executive members exchanged views regarding their role and duties, based on their experience to date, recognizing that Corporate Governance constitutes a key pillar of transparency, accountability, and effective supervision in listed companies. Furthermore, the Corporate Governance framework contributes to the successful implementation of the company&#8217;s strategy, the enhancement of its competitiveness and growth prospects, as well as the creation of long-term value for all stakeholders and shareholders.<\/p>\n<p>Finally, the independent non-executive members of the Company&#8217;s BoD confirm their agreement with the content of the Annual Management Report of the Company&#8217;s Board of Directors and the Corporate Governance Statement, which forms an integral part of the said Annual Management Report, has been approved by the Board of Directors on 30.04.2026, and is included in the Annual Financial Report for the financial year ended on 31.12.2025.<\/p>\n<p>In conclusion, taking into account the above, we consider that the independent non-executive members had sufficient information for the examination of the proposals of the executive members, unhindered access to the information required for monitoring the implementation of the corporate strategy and exercising due supervision, and participated with independence of judgment in the discussion of the proposals submitted to the BoD, demonstrating prudence and integrity.<\/p>\n<p>In witness whereof, the present Report was prepared, which we, the authors thereof and Independent Non-Executive Members of the Board of Directors of the Company, sign as follows:<\/p>\n<p style=\"text-align: center;\"><strong>The independent non-executive members of the BoD<\/strong><\/p>\n<p style=\"text-align: center;\">Kalliopi Papadopoulou \u00a0\u00a0\u00a0\u00a0\u00a0 Christina Korkidi<\/p>\n<p style=\"text-align: center;\">Kifisia 18 May 2026<\/p>\n<p>&nbsp;<\/p>\n","protected":false},"excerpt":{"rendered":"<p>Report of the Independent Non-Executive Members of the Board of Directors of &#8220;Y\/KNOT Invest S.\u0391.&#8221; to the Ordinary General Meeting of Shareholders Dear Shareholders, The present report (hereinafter the &#8220;Report&#8221;)<\/p>\n","protected":false},"author":8,"featured_media":0,"comment_status":"closed","ping_status":"closed","sticky":false,"template":"","format":"standard","meta":{"footnotes":""},"categories":[9,904],"tags":[],"class_list":["post-25021","post","type-post","status-publish","format-standard","hentry","category-shareholders-rights","category-announcements"],"_links":{"self":[{"href":"https:\/\/yknot.gr\/ir\/wp-json\/wp\/v2\/posts\/25021","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/yknot.gr\/ir\/wp-json\/wp\/v2\/posts"}],"about":[{"href":"https:\/\/yknot.gr\/ir\/wp-json\/wp\/v2\/types\/post"}],"author":[{"embeddable":true,"href":"https:\/\/yknot.gr\/ir\/wp-json\/wp\/v2\/users\/8"}],"replies":[{"embeddable":true,"href":"https:\/\/yknot.gr\/ir\/wp-json\/wp\/v2\/comments?post=25021"}],"version-history":[{"count":1,"href":"https:\/\/yknot.gr\/ir\/wp-json\/wp\/v2\/posts\/25021\/revisions"}],"predecessor-version":[{"id":25022,"href":"https:\/\/yknot.gr\/ir\/wp-json\/wp\/v2\/posts\/25021\/revisions\/25022"}],"wp:attachment":[{"href":"https:\/\/yknot.gr\/ir\/wp-json\/wp\/v2\/media?parent=25021"}],"wp:term":[{"taxonomy":"category","embeddable":true,"href":"https:\/\/yknot.gr\/ir\/wp-json\/wp\/v2\/categories?post=25021"},{"taxonomy":"post_tag","embeddable":true,"href":"https:\/\/yknot.gr\/ir\/wp-json\/wp\/v2\/tags?post=25021"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}